Directors Report of Borosil Renewables Ltd.

Mar 31, 2025

Your directors have immense pleasure in presenting the 62^nd (Sixty-second) Annual Report on the business and operations
of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended
March 31, 2025.

FINANCIAL RESULTS

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

Particulars	Standalone		Consolidated
	Year ended March 31, 2025	Year ended March 31,2024	Year ended March 31,2025	Year ended March 31,2024
Revenue from Operations	1,10,993.63	99,028.12	1,47,932.89	1,37,369.06
Other Income	1,649.26	1,749.29	3,524.61	1,677.17
Profit for the year before Finance Cost, Depreciation, Exceptional	18,051.26	11,893.32	9,283.99	7,484.62
Items and Tax
Less: Finance Cost	2,581.42	2,622.83	3,154.82	2,921.86
Less: Depreciation and Amortization Expenses	10,784.19	11,404.01	13,542.07	13,171.59
Profit/(Loss) before share of profit in associate, exceptional	4,685.65	(2,133.52)	(7,412.90)	(8,608.83)
items and tax
Add : Share of profit/(Loss) in associates	-	-	(25.25)	91.70
Profit/(Loss) before Exceptional Items and Tax	4,685.65	(2,133.52)	(7,438.15)	(8,517.13)
Less: Exceptional Item1	-	-	-	(3,244.22)
Profit/(Loss) Before Tax	4,685.65	(2,133.52)	(7,438.15)	(5,272.91)
Less: Tax expenses	1,339.07	(481.10)	1,258.45	(245.55)
Profit/(Loss) for the year	3,346.58	(1,652.42)	(8,696.60)	(5,027.36)
Other Comprehensive Income	(27.56)	(47.95)	(45.65)	(65.21)
Total Comprehensive Income for the year	3,319.02	(1,700.37)	(8,742.25)	(5,092.57)

The Financial Statements as stated above are available on
the Company''s website at https://www.borosilrenewables.
com/investor/annual-reports

STATE OF AFFAIRS / REVIEW OF OPERATIONS
Standalone Results

During the year under review, the Company achieved
standalone revenue of ? 1,10,993.63 lakhs as against
99,028.12 lakhs in the previous year representing an
increase of 12.1%. The EBITDA increased significantly
from ? 11,893.32 lakhs to ?18,051.26 lakhs representing an
impressive increase of 51.8 %.

This improvement in both revenue and EBITDA arose mainly
from (a) the increase in the domestic selling prices from
January 2025, post imposition of provisional anti-dumping
duty from December 04, 2024 on imports of solar glass from
China and Vietnam, and (b) an increase in production and
sales value by as much as 10% over the same period in the
previous year. The revenue and EBIDTA in Q4 FY 2024-25
jumped by 43.9% and 486.9% to an impressive ? 32,722.82
lakhs and ? 7,703.31 lakhs respectively. Higher production
of modules in the country, post introduction of ALMM w.e.f.
April 01,2024, has led to escalating demand for solar glass
by unprecedented additions to manufacturing capacity of
solar modules.

The Anti-Dumping Duty, which was finalized on May 09,
2025, shall be valid for five years, till December 03, 2029.
The first three quarters of the year were extremely
challenging due to aggressive dumping from China,
Vietnam and Malaysia selling at unrealistically low FOB
prices. These low prices were exacerbated by a significant
drop in international freight rates. Together, this brought
down the landed cost of imports into the country. The landed
prices dropped by a staggering 32% between just May and
September, 2024. Margins for domestically produced solar
glass plummeted. Several domestic producers had great
difficulty even selling their production. Your Company''s long
term relations with its customers enabled it to sell its entire
production.

Taking cognizance of dumping by China, the government
had previously levied Anti Dumping Duty from August 2017,
which had lasted for a five year term, ending in August
2022. Imports from China which had been about 273 Tons
Per Day (TPD) (28% share) in April/June 2022 during the
existence of the Anti-Dumping duty, rose to 3,194 TPD
(99% share) during November 2024. From a ''NIL'' rate of
Basic Customs Duty, a 10% Basic Customs Duty had been

imposed on imports with effect from October 01,2024. This
was promptly and aggressively nullified by an 18% drop
in import prices. However, the imposition of Anti Dumping
Duty (ADD)in December 2024 against China/Vietnam has
brought relief to domestic industry, allowing selling prices
to return to a reasonable level. After levy of provisional anti
dumping duties in December 2024, while share of imports
from China has come down to 71% in April/May 2025, the
imports from Malaysia which continue to be without any
ADD, have risen from NIL to about 1,853 TPD.

Export sales [excluding to customers in Special Economic
Zones] suffered a setback and stood at ? 8,711.46 lakhs
during the year under review, compared to ? 18,191.90 lakhs
in the previous year. Exports faced a decline due to a drop
in demand in the European region and Turkey as the local
manufacturing in these countries had been hit by massive
imports of Chinese solar modules at unprecedented low
prices. Most of the large module manufacturers in the
EU have shut their production while many in Turkey are
operating at very low levels.

The Company has invested in a wind-solar hybrid plant of
10MW under a group captive mechanism with high plant
load factor (PLF), with a view to increase the use of green
energy in its manufacturing processes while simultaneously
reducing the cost of power. This plant achieved commercial
operations in the month of May 2023, and allows us to
now meet about 29% of our power requirement from green
energy sources. Another wind-solar hybrid plant of 16.5
MW under group captive mechanism is expected to be
commissioned in CY 2025 after which we will be able to
meet 65-70% of the power requirement from green energy
sources.

Overseas operations

During the year under review, the Company''s step-down
subsidiaries, GMB Glasmanufaktur Brandenburg GmbH
(“GMB”) and Interfloat Corporation (“Interfloat”) achieved
revenue of ? 36,939.26 lakhs as against ? 38,979.74 lakhs
in the previous year. The loss at EBITDA level widened
and stood at ? (8,826.85) lakhs as against ? (3,124.20)
lakhs in the previous year. The decline in performance is
attributed to a sharp drop in demand due to shutting down
of solar module manufacturing capacity in the EU and also
in Turkey. Faced with a sharp decline in demand, GMB had
little choice but to discontinue its production in January
2025, and place its workforce on short time work in order to
reduce cash outgo.

The approval by the European Union (EU) of the Net-Zero
industry Act (NZIA), which mandated support to domestic

production of solar modules in EU has led us to believe
that Germany would follow the lead of Italy and Austria
in extending support to its solar module manufacturing.
We expect the newly formed German government will
announce their own support packages, and improve the
competitiveness of local manufacturing, which in turn shall
bring back the demand for solar glass. We are constantly
keeping a watch on developments and keenly await actions
from Government over next 2-3 months before making any
major steps. In the meantime, we are trying to cut the cash
losses to the extent possible and planning to resume glass
processing by importing raw glass.

Consolidated Results

The consolidated results show a 24% rise in EBITDA amount,
from ? 7,484.62 lakhs to ? 9,283.99 lakhs. Meanwhile,
revenue has risen by 7.7% from ? 1,37,369.06 lakhs to
? 1,47,932.89 lakhs. Despite the rise in operating results
of the Indian operations, which improved considerably by
51.8%, the increase in consolidated EBIDTA was contained
due to higher losses of overseas subsidiaries. We expect
that the considerably improved performance of Indian
operations will help to curtail the losses in the subsidiaries
during the year FY 2025-26.

DIVIDEND

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

The Dividend Distribution Policy duly approved by the Board
of Directors in line with Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) has been made available on
the Company''s website at https://www.borosilrenewables.
com/investor/policies.

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. 20 of the
accompanying Standalone Financial Statement.

SHARE CAPITAL

In compliance with the provisions of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018,
the Listing Regulations, the Act and the Rules made
thereunder, and pursuant to the approval of the Board of
Directors and the Members of the Company, on February
14, 2025, the Company has allotted 18,86,793 equity
shares on preferential basis to promoter/promoter group
of the Company and 78,80,436 warrants, each convertible
into one equity share, on preferential basis to non-promoter
investors. The issue price of the equity shares and warrants
was '' 530/- each and the total issue was for raising ''
51,766.31 lakhs. As per the terms of the issue, the Company
has received full amount of '' 10,000 lakhs towards the
equity shares and an amount of '' 10,441.58 lakhs, (i.e.
25% of warrant issue price) towards the issue of warrants.
Balance 75% of the warrant issue price is payable within
18 months from the allotment date. Out of above proceeds
of '' 20,441.58 lakhs, '' 18,500.00 lakhs have been utilized
towards satisfaction of the liability of the Company arising
from Standby Letter of Credit (''SBLC'') extended on behalf
of the Company as a security to the lenders of GMB, a step-
down subsidiary of the Company and the balance amount
has been temporarily invested in Mutual Funds, pending
utilization towards the objects of issue. There have been no
deviations or variations in the utilization of proceeds from
the stated objects of the issue.

The Company has allotted 42,160 equity shares of face
value of '' 1/- each upon exercise of stock options under the
Borosil Employee Stock Option Scheme 2017.

Consequent to the above allotments during FY 2024-25, the
paid-up equity share capital of the Company has increased
from '' 13,05,37,795/- representing 13,05,37,795 fully
paid-up equity shares having a face value of '' 1/- each,
to '' 13,24,66,748/- representing 13,24,66,748 fully paid up
equity shares having a face value of '' 1/- each, on a non-
diluted basis.

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

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has formulated a Policy for determining
material subsidiaries. The said policy is available on the
website of the Company at https:// www.borosilrenewables.
com/investor/policies. The Company does not have any
Joint venture companies. Following are the Subsidiaries /
Associate Company of the Company as on March 31,2025:

Subsidiary Companies:

Geosphere Glassworks GmbH (Geosphere): Geosphere
is a wholly owned subsidiary of the Company. It is a non¬
operating company and was primarily established as a
special purpose vehicle to acquire the majority stake in
GMB Glasmanufaktur Brandenburg GmbH (GMB). Both
Geosphere and GMB are based in Germany.

Laxman AG: Laxman AG is a wholly owned subsidiary
of the Company. It is a non-operating company and was
primarily established as a special purpose vehicle to acquire
the majority stake in Interfloat Corporation (Interfloat). Both
Laxman AG and Interfloat are based in Liechtenstein.

GMB Glasmanufaktur Brandenburg GmbH (GMB): GMB
is a stepdown subsidiary of the Company, as Geosphere,
a wholly owned subsidiary of the Company holds 86%
stake in GMB which specializes in the manufacturing of
flat glass, special glass products and similar products,
which in particular produces glass for solar modules,
thermal collectors and greenhouse glass amongst others.
It is having its manufacturing facility in Tschernitz, Germany
and is a material subsidiary of the Company in terms of
Regulation 16(c) of Listing Regulations.

Interfloat Corporation (Interfloat): Interfloat is a stepdown
subsidiary of the Company, as Laxman AG, a wholly owned
subsidiary of the Company holds 86% stake in Interfloat
which is a well-established and leading solar glass
supplier to European markets and has been operating in
this industry for close to 42 years. Interfloat is a material
subsidiary of the Company in terms of Regulation 16(c) of
Listing Regulations.

Associate Company:

Renew Green (GJS Two) Private Limited (RGPL) & Clean
Max Prithvi Private Limited (CMPPL): The Company
holds 31.2% equity shares of RGPL and 49% of equity
shares of CMPPL, thereby making them the Associate
Companies of the Company. The Company has invested in
these Associate Companies to facilitate the implementation
of hybrid solar wind power plants for captive use so that a
portion of the Company''s energy demand can be met from
renewable sources.

Performance and financial position of Subsidiary and
Associate Companies:

As required under the Listing Regulations and Section 129
of the Act, the consolidated financial statements have been
prepared by the Company in compliance with the applicable
provisions of the Act as well as in accordance with the
applicable accounting standards. The Audited Consolidated
Financial Statement, together with the Auditor''s Report
thereon, forms part of this Annual Report. Further, a
statement containing the salient features of financial
statements of subsidiary and associate companies which
also highlights their performance and their contribution to
the overall performance of the Company, in the prescribed
Form AOC-1 is annexed along with the Consolidated
Financial Statement.

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 at
https://borosilrenewables.com/investor/annual-reports
and https://borosilrenewables.com/investor/subsidiaries-
financials.

Any member desirous of obtaining copies of the Financial
Statement of the Subsidiary Companies may write an e-mail
to [e-mail] up to the date
of the ensuing AGM.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34(2)(f) of the Listing Regulations,
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.

The Board of Directors of the Company has adopted a
Code of Conduct and the same has been hosted on the
Company''s website at https://www.borosilrenewables.com/
investor/policies. The Directors and Senior Management
Personnel have affirmed their compliance with the Code of
Conduct for the financial year ended March 31, 2025.

BOROSIL EMPLOYEE STOCK OPTION SCHEME 2017

The Company has in force the Borosil Employee Stock
Option Scheme 2017, which is in line with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SBEB
Regulations”). The Nomination and Remuneration
Committee administers and monitors this Scheme.

The Company has obtained a certificate certifying that
Borosil Employee Stock Option Scheme 2017 has been
implemented in accordance with the SBEB Regulations
and in accordance with the resolution passed by the
shareholders. This certificate will be available for inspection
by the shareholders at the ensuing Annual General Meeting.
There has not been any change in the Scheme during the
year under review.

The details as required to be disclosed under Regulation
14 of the SBEB Regulations, are placed on the Company''s
website at https://www.borosilrenewables.com/investor/
miscellaneous.

BOARD OF DIRECTORS, ITS MEETINGS,
EVALUATION, ETC.

Board of Directors / Key Managerial Personnel

The tenure of the four (4) Independent Directors of the
Company namely, Mr. Pradeep Bhide, Mr. Syed Asif Ibrahim,
Mrs. Shalini Kamath and Mr. Haigreve Khaitan concluded
on February 02, 2025. The Board and Management of the
Company placed on record their deep appreciation for the
invaluable guidance and support provided by Mr. Pradeep
Bhide, Mr. Syed Asif Ibrahim, Mrs. Shalini Kamath and Mr.
Haigreve Khaitan, during their long-standing association
with the Group, including their contributions during their
tenure with Gujarat Borosil Limited prior to its merger with
the Company in year 2020.

In accordance with provisions of Sections 149, 150, 152,
161 and other applicable provisions of the Companies
Act, 2013, SEBI Listing Regulations and the Articles
of Association of the Company, the Board, based on
recommendation of the Nomination and Remuneration
Committee, at its meeting held on January 30, 2025, had
appointed Mr. Akshaykumar Chudasama (DIN: 00010630),
Ms. Vanaja N. Sarna (DIN: 10419005) and Mr. Shailendra
Kumar Shukla (DIN: 00106531), as Independent Directors
of the Company, not liable to retire by rotation, for five
consecutive years i.e, from January 30, 2025 up to January
29, 2030. Their appointments were approved by the
shareholders by passing special resolutions through Postal

Ballot on April 26, 2025.

Shareholders at their last Annual General Meeting held
on August 23, 2024, had approved the appointment of Mr.
Sunil Roongta as Whole Time Director (in addition to his
capacity as Chief Financial Officer of the Company) and
Key Managerial Personnel for a period of 3 years with effect
from May 27, 2024.

Mr. Melwyn Moses was appointed as the Chief Executive
Officer of the Company with effect from December 02, 2024.
Mr. Kishor Talreja, Company Secretary and Compliance
Officer, had resigned and ceased to hold office with effect
from the close of business hours on May 06, 2024, after
providing over 11 years of meritorious service. Mr. Ravi
Vaishnav has been appointed as Company Secretary and
Compliance Officer, effective May 27, 2024.

The Board of Directors at their meeting held on May
10, 2025, on recommendations of the Nomination and
Remuneration Committee, approved the continuation of
Mr. Ashok Jain as Non-Executive Non-Independent Director
with effect from August 01, 2025, in view of him completing
his existing tenure as a Whole Time Director on July 31,
2025.

Retirement by Rotation

During the year under review, Mr. Shreevar Kheruka, who
was retiring by rotation, was re-appointed as a Director by
the Shareholders at the last Annual General meeting held
on August 23, 2024.

In accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Ashok Jain, retires by
rotation at the ensuing Annual General Meeting, and being
eligible has offered himself for re-appointment. The Board
of Directors at their meeting held on May 10, 2025, on the
recommendation of the Nomination and Remuneration
Committee have recommended his re-appointment to the
Shareholders for their approval. The Resolution seeking
Members'' 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
Annual General Meeting.

Board Diversity

The Company recognizes and embraces the importance of
a diverse Board in its success. The Company believes that
a truly diverse Board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, cultural and geographical backgrounds, age,
ethnicity, race and gender, which will help the Company

retain a competitive advantage. The Policy on the Diversity
of the Board of Directors adopted by the Board, sets out its
approach to diversity.

Board Meetings

The Board of Directors of the Company met Eight (8)
times during FY 2024-25 on May 27, 2024, June 07, 2024,
August 12, 2024, November 11, 2024, November 28, 2024,
December 18, 2024, January 30, 2025 and February 14,
2025.

Board Committees

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

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility (CSR) and
Environmental, Social and Governance (ESG)
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.

Evaluation of Directors, Board and its Committees

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

The criteria for evaluation of Directors included aspects
such as attendance, participation and contribution by a
director, commitment, acquaintance with business, effective
deployment of knowledge and expertise, integrity and

maintenance of confidentiality, independence of judgment,
effective participation, domain knowledge, compliance with
code of conduct, focus on core values, vision and mission,
etc. These aspects help to assess the performance
and effectiveness of Directors in fulfilling their fiduciary
responsibilities and contribution to the overall governance
and success of the Company.

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

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

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

Independent Directors & Declarations
As at March 31,2025, the Company has 4 (four) Independent
Directors, namely, Mr. Raj Kumar Jain, Mr. Akshay kumar
Chudasama, Ms. Vanaja N. Sarna and Mr. Shailendra
Kumar Shukla. The Company has received declaration of
independence from them in terms of Section 149 of the Act
and Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations,
the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective,
independent judgment and without any external influence.
The Board of Directors of the Company have taken on

record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of
the veracity of the same. The Independent Directors have
also confirmed that they have complied with Schedule IV
to the Act and the Company''s Code of Conduct. There has
been no change in the circumstances affecting their status
as Independent Directors of the Company.

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

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

Familiarization Program for Independent Directors

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

The Company has devised, a policy, inter alia, 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.
The said policy was amended during the year and the
same is available on the website of the Company at https://
borosilrenewables.com/investor/policies.

RISK MANAGEMENT

Amid continuous shift in business paradigm marked by
geopolitical shifts, technological disruption, regulatory
changes, and market volatility, effective risk management
has become essential for sustainable business performance.
The Company acknowledges the range of potential risks
and remains committed to proactively manage such risks to
facilitate the achievement of business objectives.

With this context in mind, the Company has developed and
implemented an Enterprise Risk Management (ERM) Policy
and framework, benchmarked with leading international
risk management standards such as ISO 31000:2018
and Committee of Sponsoring Organization of the
Treadway Commission (''COSO'') - 2017 ERM Integrated
Framework. The ERM Policy and Framework outlines the
roles and responsibilities of key stakeholders across the
organization to strengthen risk governance; establishes
processes of risk management viz., Risk Identification,
Assessment, Prioritization, Mitigation, Monitoring and
Reporting; and facilitates a coordinated and integrated
approach for managing Risks & Opportunities across the
organization. The management teams across businesses
and functions analyzes risks in their operations and related
to their strategic objectives, at least annually, considering
bottom-up risk assessment, an external outlook and top
management input.

In accordance with the provisions of Regulation 21 of the
SEBI Listing Regulations, the Board has formed a Risk
Management Committee. The Risk Management Committee
conducts integrated risk and performance reviews on bi¬
annual basis along with the Senior Executives engaged in
different business functions. The Committee reviews the
top identified enterprise level risks and the effectiveness
of the existing controls and developed mitigation plans
to provide feedback and guidance on treatment and
mitigation of the existing and emerging risks. The Risk
Management Committee has also adopted the practice of
reviewing Key Risk Indicators (KRIs) to facilitate in-depth
analysis of the identified risks, evaluating the adequacy
of existing risk management systems and advising for
any additional actions and areas of improvement required
for effective implementation of the ERM Policy and
Framework. The Committee also ensures the allocation of
sufficient resources for the business to effectively mitigate
key risks and ensure that business value is safeguarded
and enhanced consistently. The overall ERM program
developed by the Company rests on the foundation of
continuous training and development of employees across
all the levels on risk management practices to enhance the
awareness of ERM framework and foster a culture of risk-
informed decision-making. The Company is resolute in its
efforts to keep the Risk Management Policy efficient and
relevant. In line with this commitment, a comprehensive
review of the existing ERM Policy was undertaken during
the year and the revised policy was reviewed and approved
by the Risk Management Committee.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

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.

During the year, the Company has not entered into any
contract / arrangement / transaction with related parties
which is required to be reported in Form No. AOC-2 in terms
of Section 134(3)(h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on dealing with
Related Party Transactions. The said policy was amended
during the year and the same is available on the website

of the Company at https://borosilrenewables.com/investor/
policies.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

Sr. No.	CSR Project or Activity	Amount spent during FY 2024-25 ('' in lakhs)
1	Horticulture- Plantation of fruit trees and related activities in Marathwada region, Maharashtra (through Implementing Agency: Global Vikas Trust)	100.00
2	Expansion of infrastructure at Smt. Jayaben Mody Hospital by implementing various projects including solar roof top etc. (through Implementing Agency: Ankleshwar Industrial Development Society)	25.00
3	''One Teacher School'' called as ''Ekal Vidyala'' (through Implementing Agency: Friends of Tribals Society)	25.00
4	Environment Protection initiatives in Chinmaya Vibhooti at Kolwan, Mulshi (Pune) (through Implementing Agency: Central Chinmaya Mission Trust)	24.05
5	Enhancement of Urology Department of Sardar Patel Hospital & Heart Institute, Ankleshwar, Gujarat (through Implementing Agency: Shree Sardar Vallabhai Patel Rotary General Hospital Trust)	31.00
	Total	205.05

In FY 2023-24, the Company initiated the construction of the Govali Panchayat Office building in Bharuch, Gujarat. As the
project was approved in the last quarter of the financial year, there was limited time to complete the construction given its
extensive nature. Consequently, the project could not be completed within FY 2023-24. Therefore, in accordance with the
Act, the Company had transferred the unspent amount of '' 51.19 lakhs to its Unspent CSR Account. In addition to this,
'' 24.46 lakhs, the unspent amount against the budget approved by the CSR Committee and the Board for FY 2023-24 was
also transferred to the unspent CSR account. During FY 2024-25, the construction of the Panchayat Office building was
completed, and the entire outstanding unspent CSR amount was fully utilized towards the same.

An Annual Report on CSR activities in terms of Section 135 of the Act read with the Companies (Corporate Social
Responsibility) Rules, 2014 is attached herewith as an ‘Annexure B'' to this Report. For other details regarding the CSR &
ESG Committee, please refer to the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy
was amended during the year and the same is available on the Company''s website at https://www.borosilrenewables.com/
investor/csr.

ANNUAL RETURN

The Annual Return for FY 2024-25 as per provisions of
the Act and Rules thereto, is available on the Company''s
website at https://www.borosilrenewables.com/investor/
annual-reports.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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 the
Annual Report and the Policy is available on the website
of the Company at https://www.borosilrenewables.com/
investor/policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

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

STATUTORY AUDITORS AND THEIR REPORT

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm
Registration no. 101720W/ W100355) were appointed as
Statutory Auditors of the Company for a term of 5 (five)
consecutive years, at the 58^th Annual General Meeting held
on September 30, 2021. The Auditors have confirmed that
they are not disqualified from continuing as Auditors of the
Company.

The Notes to the financial statements referred in the
Auditors'' Report are self-explanatory and do not call for any
further comments. The Auditors'' Reports do not contain any
qualification, reservation, adverse remark or disclaimer.

COST RECORDS AND AUDIT

The Company has prepared and maintained cost records
as required under Section 148(1) of the Act. Such cost
records are audited pursuant to Section 148 of the Act read

with the Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors in its meeting held on May 10, 2025,
on the recommendation of the Audit Committee, appointed
M/s. Kailash Sankhlecha & Associates, Cost Accountant as
Cost Auditors of the Company for the year ending March 31,
2026. A certificate certifying independence and arm''s length
relationship with the Company has been received from the
Cost Auditor. M/s Kailash Sankhlecha & Associates have
vast experience in the field of cost audit and have been
conducting the audit of the cost records of the Company for
the past several years.

SECRETARIAL AUDIT AND SECRETARIAL
COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Act and
the Rules framed thereunder, the Board had appointed Mr.
Virendra G. Bhatt, Practicing Company Secretary (COP
no.124) to conduct Secretarial Audit of the Company for FY
2024-25. The report of the Secretarial Auditor is attached as
‘Annexure C'' to this Report.

In terms of the provisions of Regulation 24A of the Listing
Regulations, the Company has obtained a Secretarial
Compliance Report for FY 2024-25 from Mr. Virendra G.
Bhatt, Practicing Company Secretary and Secretarial
Auditor of the Company.

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

Pursuant to the amended provisions of Regulation 24A of
the SEBI Listing Regulations and Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Audit Committee and the Board of Directors have approved
the appointment and remuneration of M/s. Dhrumil M.
Shah & Co. LLP, Practicing Company Secretaries, as the
Secretarial Auditors of the Company for a term of five
(5) consecutive years, to conduct the secretarial audit
from FY 2025-26. The Board has recommended their
appointment for approval of the Members at the ensuing
AGM. The resolution seeking approval of the Members for
the appointment of M/s. Dhrumil M. Shah & Co. LLP, for a
term of 5 years, has been incorporated in the Notice of the
ensuing 62^nd AGM. If approved by the Members, Secretarial
Auditors shall hold office from the conclusion of the ensuing
AGM i.e. 62^nd AGM till the conclusion of 67^th AGM of the
Company to be held in the Year 2030.

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS

During the year under review, there have not been any
instances of fraud and accordingly, the Statutory Auditor,
Secretarial Auditor and Cost Auditor have not reported any
frauds either to the Audit Committee or to the Board under
Section 143(12) of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Internal Control Systems of the Company are commensurate
with its size and the nature of its operations. The Company''s
internal control systems include policies and procedures,
IT systems, delegation of authority, segregation of duties,
internal audit and review framework, etc. Clearly defined
roles and responsibilities have been institutionalized and
systems and procedures are periodically reviewed to
keep pace with the growing size and complexity of the
Company''s operations. Controls were tested during the

year under review, and no reportable material weakness
in the operations or in the design was observed. These
controls are periodically reviewed to ensure that they
remain updated to the changes in environment.

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

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

During the year under review, the Company has not
provided any security / guarantee but had given loans
and made investment, in compliance with the provisions
of Section 186 of the Companies Act, 2013, the details
of which are provided in ‘Annexure D'' to this report read
with Note nos. 7, 8, 9, 16, 17, 36 and 40 to the Standalone
Financial Statement.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has in place a Policy for Prevention,
Prohibition and Redressal of Sexual Harassment at the work
place, which is in line with the requirements of the Sexual
Harassment of women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules made
thereunder. All employees (permanent, contractual,
temporary and trainees) are covered under this Policy. The
Company has constituted Internal Complaint Committees
under Section 4 of the captioned Act. During the FY 2024¬
25, no complaints have been received by these committees.
The Company has submitted the necessary reports to the
concerned authority 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 provided in ‘Annexure E'' attached 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 [e-mail].

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION,FOREIGNEXCHANGEEARNINGSAND
OUTGO

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

MATERIALCHANGESANDCOMMITMENTSAFFECTING
THE FINANCIAL POSITION OF THE COMPANY

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

OTHER DISCLOSURES:

o There has been no change in the nature of business of
the Company during the year under review,
o No Director of the Company is in receipt of any
remuneration or commission from any of its
subsidiaries.

o The Company does not have any scheme or provision
of providing money for the purchase of its own

shares by employees or by trustees for the benefit of
employees.

o The Company has not accepted any public deposit
during the year under review within the meaning of
Sections 73 and 76 of the Act read with Companies
(Acceptance of Deposit) Rules, 2014.
o There has been no issuance of shares (including
sweat equity shares) to employees of the Company
under any scheme save and except Employee Stock
Option Scheme referred to in this Report.
o No application was made nor any proceedings were
pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

o There was no instance of one-time settlement with any
Bank or Financial Institution.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Pradeep Kumar Kheruka
Date: May 10, 2025 Executive Chairman

Place: Mumbai DIN: 00016909

1

Exceptional item represents the amount received pursuant to Subsidiary Company''s claim filed under the insolvency
proceedings relating to an annual contract with a customer before the acquisition by the Company, which was fully written
off in 2017.

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.

---

Mar 31, 2024

Your directors have immense pleasure in presenting the 61^st (Sixty-first) Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

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

('' In lakhs)
Particulars	Standalone		Consolidated
	Year ended 31.03.2024	Year ended 31.03.2023	Year ended 31.03.2024	Year ended 31.03.2023*
Revenue from Operations	98,587.40	68,817.11	1,36,928.34	89,403.49
Other Income	2,190.01	1,891.47	2,117.89	1,974.34
Profit for the year before Finance Cost, Depreciation, Exceptional Items and Tax	11,893.32	17,655.45	7,484.62	16,286.78
Less: Finance Cost	2,622.83	742.78	2,921.86	779.19
Less: Depreciation and Amortization Expenses	11,404.01	4,998.12	13,171.59	5,401.29
Profit/(Loss) before share of profit in associate, exceptional items and tax	(2,133.52)	11,914.55	(8,608.83)	10,106.30
Add : Share of profit/(Loss) in associates	-	-	91.70	(2.20)
Profit/(Loss) before Exceptional Items and Tax	(2,133.52)	11,914.55	(8,517.13)	10,104.10
Less: Exceptional Item**	-	-	**(3,244.22)	-
Profit/(Loss) Before Tax	(2,133.52)	11,914.55	(5,272.91)	10,104.10
Less: Tax expenses	(481.10)	3,060.16	(245.55)	3,040.42
Profit/(Loss) for the year	(1,652.42)	8,854.39	(5,027.36)	7,063.68
Other Comprehensive Income	(47.95)	(14.94)	(65.21)	6,058.40
Total Comprehensive Income for the year	(1,700.37)	8,839.45	(5,092.57)	13,122.08

* Operations of the foreign subsidiaries have been included from November 2022 in the consolidated figures for financial year 2022-23.

** Exceptional item represents the amount received pursuant to Subsidiary Company''s claim filed under the insolvency proceedings relating to an annual contract with a customer before the acquisition by the Company, which was fully written off in 2017.

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 https://www.borosilrenewables.com/investor/annual-reports

STATE OF AFFAIRS / REVIEW OF OPERATIONS Standalone Results

During the year under review, the Company achieved standalone revenue of '' 98,587.40 lakhs and EBITDA of '' 11,893.32 lakhs. Although the revenue increased by approximately 43.26% compared to the previous year, the EBITDA declined by about 32.64%. This decline is attributed to lower selling prices in the domestic market and a proportionately lower share of exports which has a better selling price. This was the first full year of the operations of the third furnace (SG-3) and the processing facilities which were commissioned on February 23, 2023.

The Company has, during the year successfully achieved sale of the entire additional volume coming from the new facility. However, the margins continued to face challenge due to an intensified dumping from China, Vietnam and Malaysia selling at depressed prices despite elevated level of input costs. In addition to the low FOB/CIF prices from China, the removal of Anti-dumping duty (ADD) on imports of solar glass from China from August 17, 2022 coupled with a significant drop in international freight rates brought down the landed cost of imports into the country and consequently the selling prices of the Company.

Solar glass space continues to be dominated by Chinese companies (manufacturing in China or through their subsidiaries located in other SouthEast Asian economies like Malaysia and Vietnam etc.) which control almost 96% share of solar glass production globally. Imports of Solar Glass in India are coming free of any kind of duties and continue to have a significantly high share of the demand for modules manufactured for domestic installations. In the absence of a level playing field and duties, India continues to depend heavily on the imported glass which is a matter of serious concern. Almost 80% of these imports come from China (up from about 10% before removal of ADD in August 2022) and the remaining imports are coming from Vietnam which are also owned by the Chinese companies. Solar glass production in these countries is heavily subsidized, and there are export subsidies as well, enabling them to export at artificially low prices. It is an irony that while there is a 40% basic customs duty on import of modules and 25% on solar cells from April 1, 2022, the solar glass imports continue to be at NIL basic customs duty. Unfortunately, the exemption from payment of Basic Customs Duty of 15% on import of solar glass which was slated to end on March 31, 2024 has been extended till September 30, 2024. Four new producers of solar glass started production of solar glass in India during financial year 2023-24 and are now facing the same serious challenge arising from low selling prices.

The Company, duly supported by the new solar glass producers, has applied to the authorities for levy of appropriate Anti-dumping duty (ADD) and Counter-veiling duty (CVD) against China and Vietnam . These applications are under process and are expected to be decided during the financial year 2024-25.

The price of major inputs such as Soda Ash remain higher, after witnessing a sharp spike, and the price of natural gas continues to rule at elevated levels. The Company has invested in a wind-solar hybrid plant of 10MW under a group captive mechanism with high plant load factor (PLF), with a view to increase the use of green energy in its manufacturing processes while simultaneously reducing the cost of power. This plant achieved commercial operations in the month of May 2023, and allows us to now meet about 30% of our power requirement from green energy sources.

Export sales [excluding to customers in Special Economic Zones] remained flat at around '' 18,191.90 lakhs during the year under review, compared to '' 18,107.86 lakhs in the previous year. Exports accounted for 18.45% of the Company''s revenue showing a decline as against an impressive growth of 50.76% in FY 2022-23. The exports in second half of the year suffered heavily due to a drop in demand in the European region. In 2023, the solar module industry witnessed an unprecedented price decline of over 60%, posing a significant challenge to European manufacturers already grappling with higher production cost. This challenge intensified from September 2023 onwards, resulting in a notable slowdown in demand as many customers scaled back their activities. As can be expected, this had a cascading effect on the demand for solar glass and an attendant decline in selling prices. The demand in other major markets also declined almost around the same period.

The year has witnessed two major changes in demand pattern. Firstly, glass-glass (bifacial) modules have gained popularity globally because of their higher efficiency and consequently a lower cost per Watt-peak of power. China had started shifting to glass-glass modules aggressively from year 2018-19 and other markets have taken time to catch up. The Indian market has started switching to this product in the current financial year. New facilities being set up are for manufacturing of bifacial modules and some of the old facilities are also being upgraded by their owners. This has led to substantial rise in demand for 2mm glass. The share of 2 mm glass in the overall sales, has already reached to about 25% and the Company expects it to rise to almost 60% in the second half of the current financial year post addition of more facilities for hole drilling and back printing processes.

Secondly, almost 90-95% of the modules are now in large sizes (M10) due to the advantage they provide in reducing the cost of power per Watt-peak and the Company has transitioned successfully to producing the large sizes of glass.

Domestic manufacturing capacity of solar modules has been increasing gradually over the past two years and the installed manufacturing capacity has risen to about 65 GW from around 15 GW in the beginning of FY 2022-23. This phenomenal rise has been as a result of the following steps taken by the Government to promote domestic manufacturing:

1. Levy of Basic Customs Duty of 40% on import of photovoltaic modules and of 25% on import of solar cells from April 01, 2022.

2. A Production Linked Incentive (PLI) scheme, and also a National Program on High Efficiency Solar PV Modules, has been announced, under which additional production of High-efficiency solar modules, cells and further backward integration will be incentivized. The allocation for the scheme has been raised from '' 4,500 crores to '' 24,000 crores. This will help build 40 GW manufacturing capacity across the solar PV value chain. The scheme encourages the use of domestically produced components by incentivizing the use of domestic components, including solar glass.

3. Approved list of Models and Manufacturers (ALMM) has been introduced to promote the use of technically certified photovoltaic modules. Several domestic manufacturers have been certified under this scheme, and are now able to sell their modules to government schemes.

Large capacity additions are expected to take place in the next 2-3 years, potentially raising the capacity to almost 100 GW. The increase in manufacturing capacity of solar module/cell manufacturing will inevitably lead to increased demand for solar glass, and such trends are already visible. Once government policy effectively resolves challenges faced in domestic solar glass production, by adoption of measures similar to those for solar cells and modules, new investments in solar glass production will inevitably be made and far larger capacities will come into production, enough to satisfy the demands of domestic manufacturers of solar modules. These measures include levy of properly calibrated import duties, whether as Basic Customs Duty, or Anti-Dumping Duty, Countervailing Duty, ALMM, DCR, etc. which will go towards providing a level playing field to domestic manufacturers.

On the export front, European demand remains sluggish while other export markets in the vicinity have shown signs of partial recovery in the current financial year. Demand from USA is expected to grow with US made modules are expected to witness a high rate of growth during the second half of the current financial year. This is based on current trends and policy announcements by the US Government restricting imports by levy of higher duties on import of Modules from China on one hand and incentivizing local manufacturing on the other hand.

Overseas operations

The Company has two wholly owned overseas subsidiaries, Geosphere Glassworks GmbH and Laxman AG, as well as two step-down subsidiaries, GMB Glasmanufaktur Brandenburg GmbH ("GMB") and Interfloat Corporation ("Interfloat"). The wholly owned subsidiaries are non-operational and were established primarily to acquire the step-down subsidiaries. The step-down subsidiaries viz. GMB and Interfloat are operational entities. GMB focuses on manufacturing solar glass, while Interfloat focusses on selling solar glass to European and other markets.

During the year under review, GMB and Interfloat achieved revenue of '' 38,979.74 lakhs and suffered a Negative EBITDA of '' (3,284.58) lakhs as against running profitably in the past before our acquisition. This was the first full year of operations after acquisition by the Company. The decline in performance is attributed to lower selling prices and reduced level of operations first owing to furnace repair and later from middle of December to middle of March 2024 due to a precipitous slowdown in European demand which was the only market being served by the Company till then.

During the year under review, the energy prices softened gradually after rising to very high levels in the previous financial year. While there has been a substantial reduction in the gas prices, the electricity prices need to go down further. Correspondingly the selling prices have been suitably adjusted downwards reflecting reduction in the cost of production. The furnace resumed production in May 2023 with a higher capacity of 350 TPD up from 300 TPD earlier. However, the demand suffered a set-back from September 2023 led by a decline in the manufacturing activity by our customers, who faced exceptional competition from cheap dumped modules from South East Asia.

The European Solar PV Industry represented their case to the European Union (EU), which has now approved the Net-Zero industry Act (NZIA), which is a regulation for mandatory non-price resilience and sustainability criteria to be applied in public procurements, auctions, and other forms of public intervention for net-zero products. The objective is to achieve a 30 GW domestic manufacturing capacity. The NZIA encompasses final products, components, and machinery necessary for manufacturing net-zero technologies, including Solar photovoltaic modules. In addition to NZIA, some of the member countries of European Union like Italy, Austria have announced support packages to incentivize solar module manufacturing. German government is expected to announce "Resilience" package that could incentivize manufacturing of solar modules, components and few other critical components of solar projects. The Company has also been representing its case to the authorities and expects that the EU will take additional measures to improve the competitiveness of the domestic production of solar glass too.

The Company maintains a positive outlook on the sector and expects the demand in the EU to return once the measures are actually put in place. In the meantime, the Company has been able to make inroads in other markets to fill the vacuum created by a fall in the demand in the Europe and has met with success although the Ex-works selling prices for export to these markets remain low, which adversely affects the profitability. The German plant has resumed full production from both its production lines from 15^th of March and is raising the level of output.

The work on capex plan at GMB has been completed which will help increase productivity by improving the yields, enable savings in the cost and also serve the demand for large sized glass with more economical cost of production.

Consolidated Results

The consolidated results show a decline in EBITDA amount by 54.04% from '' 16,286.78 lakhs to '' 7,484.62 lakhs although the revenue has risen from '' 89,403.49 lakhs to '' 1,36,928.34 lakhs. This decline can be attributed largely to lower average selling prices and a proportionately higher

share of figures of overseas subsidiaries as against previous year which suffered a loss at EBITDA level. The management is working on all aspects to improve the situation and is hopeful of turning out a better performance in the year 2024-25.

DIVIDEND

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

The Dividend Distribution Policy duly approved by the Board of Directors in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") has been made available on the Company''s website at https://www.borosilrenewables. com/investor/policies

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. 20 of the accompanying Standalone Financial Statement.

SHARE CAPITAL

During the financial year 2023-24, the paid-up equity share capital of the Company has increased from '' 13,04,98,179/- representing 13,04,98,179 fully paid-up equity shares having a face value of '' 1/- each, to '' 13,05,37,795/- representing 13,05,37,795 fully paid up equity shares having a face value of '' 1/- each, consequent to allotment of 39,616 equity shares of face value of '' 1/- each upon exercise of stock options under the Borosil Employee Stock Option Scheme 2017.

RIGHTS ISSUE OF EQUITY SHARES

The Securities Issue Committee of the Board of Directors of the Company (the "Committee") at its meeting held on March 01, 2024, has approved the issue of equity shares on rights issue basis to the eligible equity shareholders of the Company for an amount not exceeding '' 500 crores, subject to receipt of necessary statutory / regulatory approvals, as may be required under the applicable laws. For the purposes of giving effect to the rights issue, the detailed terms of the rights issue including but not limited to the issue price, rights entitlement ratio, record date, timing and terms of payment will be determined in due course by the aforesaid Committee or the Board.

SUBSIDIARIES AND ASSOCIATES

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at https:// www.borosilrenewables.com/investor/policies. Following are the Subsidiaries / Associate Company of the Company as on March 31, 2024:

Subsidiary Companies:

Geosphere Glassworks GmbH (Geosphere): Geosphere is a wholly owned subsidiary of the Company. It is a non-operating company and was primarily established as a special purpose vehicle to acquire the majority stake in GMB Glasmanufaktur Brandenburg GmbH (GMB). Both Geosphere and GMB are based in Germany.

Laxman AG: Laxman AG is a wholly owned subsidiary of the Company. It is a non-operating company and was primarily established as a special purpose vehicle to acquire the majority stake in Interfloat Corporation (Interfloat). Both Laxman AG and Interfloat are based in Liechtenstein.

GMB Glasmanufaktur Brandenburg GmbH (GMB): GMB is a stepdown subsidiary of the Company, as Geosphere, a wholly owned subsidiary of the Company holds 86% stake in GMB which specializes in the manufacturing of flat glass, special glass products and similar products, which in particular produces glass for solar modules, thermal collectors and greenhouse glass amongst others. It is having its manufacturing facility in Tschernitz, Germany and is a material subsidiary of the Company in terms of Regulation 16(c) of Listing Regulations.

Interfloat Corporation (Interfloat): Interfloat is a stepdown subsidiary of the Company, as Laxman AG, a wholly owned subsidiary of the Company holds 86% stake in Interfloat which is a well-established and leading solar glass supplier to European markets and has been operating in this industry for close to 41 years. Interfloat is a material subsidiary of the Company in terms of Regulation 16(c) of Listing Regulations.

Associate Company:

Renew Green (GJS Two) Private Limited (RGPL): The Company has subscribed to 31.2% equity shares of RGPL, by virtue of which, it has become an Associate of the Company. The Company has invested in RGPL to facilitate the implementation of hybrid solar wind power plant for captive use so that a portion of the Company''s energy demand can be met from renewable sources.

Performance and financial position of Subsidiaries and Associate Company:

As required under the Listing Regulations and Section 129 of the Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. Further, a statement containing the salient features of financial statements of subsidiaries and associate company which also highlights their performance and their contribution to the overall performance of the Company, in the prescribed Form AOC-1 is annexed along with the Consolidated Financial Statement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Company''s website at https:// www.borosilrenewables.com/investor/policies. The Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the financial year ended March 31, 2024.

BOROSIL EMPLOYEE STOCK OPTION SCHEME 2017

A certificate from Mr. Virendra G. Bhatt, Practicing Company Secretary (CP no.124) and Secretarial auditor of the Company, certifying that Borosil Employee Stock Option Scheme 2017 has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the shareholders, will be available for inspection by the shareholders at the ensuing Annual General Meeting. There has not been any change in the Scheme during the year under review.

The details as required to be disclosed under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 in respect of the aforesaid ESOP Scheme, are placed on the Company''s website at https://www.borosilrenewables.com/investor/miscellaneous.

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

The Board of Directors of the Company met Four (4) times during the financial year 2023-24 on May 24, 2023, August 08, 2023, November 06, 2023, and February 07, 2024.

Formal Annual Evaluation

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

Manner of effective evaluation

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

The criteria for evaluation of Directors includes parameters such as attendance, participation and contribution by Director, acquaintance with business, independence, providing timely disclosures as per statutory requirements, etc.

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

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

Based on the defined criteria, evaluations were conducted for each Director, Committees and the Board of Directors. The observations and feedback from the Directors were discussed and presented to the Chairman of the Board. The performance evaluation of Non-Independent Directors namely, Mr. Pradeep Kumar Kheruka, Mr. Shreevar Kheruka, Mr. Ashok Jain and Mr. Ramaswami V. Pillai and the entire Board was carried out.

The evaluation of performance of the Independent Directors namely Mr. Raj Kumar Jain, Mr. Pradeep Vasudeo Bhide, Mr. Haigreve Khaitan, Mrs. Shalini Kalsi Kamath and Mr. Syed Asif Ibrahim was also conducted.

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

BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL

Mr. Ramaswami V. Pillai, Non-Executive Non-Independent Director, has resigned with effect from the close of business hours on March 31, 2024. Before his appointment as Non-Executive Non-Independent Director, Mr. Pillai served as a Whole-time Director of the Company, with his term ending on March 31, 2023. Mr. Ramaswami has served the Borosil group with distinction since 1992, during which time he made significant contributions to the group. The Board has expressed its deep appreciation for his services.

Additionally, Mr. Kishor Talreja, Company Secretary and Compliance Officer, has resigned and ceased to hold office with effect from the close of business hours on May 06, 2024, after providing over 11 years of meritorious service. Mr. Ravi Vaishnav has been appointed as Company Secretary and Compliance Officer, effective May 27, 2024.

Shareholders at their last Annual General Meeting held on August 25, 2023, had approved the re-appointment of Mr. Ashok Kumar Jain as Whole Time Director and Key Managerial Personnel for a period of 2 years with effect from August 01, 2023.

During the year under review, Mr. Pradeep Kumar Kheruka, who was retiring by rotation, was re-appointed as a Director by the Shareholders at the last Annual General meeting held on August 25, 2023.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shreevar Kheruka, retires by rotation at the ensuing Annual General Meeting, and being eligible has offered himself for re-appointment. The Board of Directors at their meeting held on May 27, 2024, on the recommendation of the Nomination and Remuneration Committee have recommended his re-appointment to the Shareholders for their approval.

Independent Directors & Declarations

The Company has 5 (five) Independent Directors, namely, Mr. Raj Kumar Jain, Mr. Pradeep Vasudeo Bhide, Mrs. Shalini Kamath, Mr. Haigreve Khaitan and Mr. Syed Asif Ibrahim.

The Company has received declaration of independence from them in terms of Section 149 of the Act and also as per the Listing Regulations. Further, they have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs.

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

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

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

The aforesaid policy is available on the website of the Company at https://www.borosilrenewables.com/investor/policies.

Familiarization Program for Independent Directors

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

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT PLAN

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

With this context in mind, the Company has developed and implemented an Enterprise Risk Management (ERM) 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 SEBI Listing Regulations, the Board has formed a Risk Management Committee. The Risk Management Committee conducts integrated risk and performance reviews on bi-annual basis along with the Senior Executives engaged in different business divisions and functions. The Committee reviews the top identified enterprise level risks and the effectiveness of the existing controls and developed mitigation plans to provide feedback and guidance on treatment and mitigation of the existing and emerging risks. The

Risk Management Committee has also adopted the practice of reviewing Key Risk Indicators (KRIs) to facilitate in-depth analysis of the identified risks, evaluating the adequacy of existing risk management systems and advising for any additional actions and areas of improvement required for effective implementation of the ERM Policy and Framework. The Committee also ensures the allocation of sufficient resources for the business to effectively mitigate key risks and ensure that business value is safeguarded and enhanced consistently. The overall ERM program developed by the Company rests on the foundation of continuous training and development of employees across all the levels on risk management practices to enhance the awareness of ERM framework and foster a culture of risk-informed decision-making.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into Related Party Transactions during the financial year which were in the ordinary course of business and at arm''s length basis.

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

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company''s website at https://www. borosilrenewables.com/investor/policies.

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

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Raj Kumar Jain (Chairman), Mr. Pradeep Kumar Kheruka, Mrs. Shalini Kamath, Mr. Pradeep Vasudeo Bhide and Mr. Haigreve Khaitan. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR committee comprises of Mr. Pradeep Kumar Kheruka (Chairman), Mr. Shreevar Kheruka, Mrs. Shalini Kamath and Mr. Syed Asif Ibrahim.

The Company considers CSR as a process by which an organization thinks about and evolves its relationships with stakeholders for the common good and demonstrates its commitment in this regard. The CSR Policy formulated by the CSR Committee and approved by the Board, remains unchanged, and has been uploaded on the Company''s website at https://www.borosilrenewables.com/investor/csr.

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

Sr. No.	CSR Project or Activity	Amount spent during the year ('' in lakhs)
1	Horticulture- Plantation of fruit trees and related activities in Burhanpur district of Madhya Pradesh (through Implementing Agency: Global Vikas Trust)	100.00
2	Undertaking water harvesting at Ruhi river and horticulture & sericulture related activities in Beed District, Marathwada (through Implementing Agency: Global Vikas Trust)	75.00
3	''One Teacher School'' called as ''Ekal Vidyala'', situated at Phulbani, Odisha (through Implementing Agency: Friends of Tribal Society)	13.00
4	Hospital expansion project, Jhagadia, Gujarat (through Implementing Agency: Sewa Rural Trust)	25.00
5	Exclusive construction of housing facilities for faculty members of Chinmaya Vishwa Vidyapeeth situated in Ernakulam, Kerala (through Implementing Agency: Central Chinmaya Mission Trust)	25.00
6	Construction of Govali Panchayat Office building, which would consist of ground 1 floor, with basic amenities/ infrastructure at Govali, Bharuch, Gujarat (Directly by the company)	29.35*
	Total	267.35

*In the financial year 2023-24, the Company initiated the construction of the Govali Panchayat Office building in Bharuch, Gujarat. As the project was approved in the last quarter of the financial year, there was limited time to complete the construction given its extensive nature. Consequently, the project could not be completed within the financial year. Therefore, in accordance with the Act, the Company has transferred the unspent amount of '' 51.19 lakhs to its Unspent CSR Account. In addition to this, '' 24.46 lakhs the unspent amount against the budget approved by the CSR Committee and the Board for the financial year 2023-24 has also been transferred to the unspent CSR account. The Company remains committed to completing this project in the forthcoming financial years.

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

ANNUAL RETURN

The Annual Return for the financial year 2023-24 as per provisions of the Act and Rules thereto, is available on the Company''s website at https://www.borosilrenewables.com/investor/annual-reports.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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 the Annual Report and the Policy is hosted on the website of the Company at https://www. borosilrenewables.com/investor/policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

STATUTORY AUDITORS

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration no. 101720W/ W100355) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 58^th Annual General Meeting held on September 30, 2021. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

AUDITORS'' REPORT

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

COST RECORDS AND AUDIT

The Company has prepared and maintained cost records as required under Section 148(1) of the Act. Such cost records were audited pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014. The Board of Directors in its meeting held on May 27, 2024, on the recommendation of the Audit Committee, appointed M/s. Kailash Sankhlecha & Associates, Cost Accountant as Cost Auditors of the Company for the year ending March 31, 2025. A certificate certifying independence and arm''s length relationship with the Company has been received from the Cost Auditor. M/s Kailash Sankhlecha & Associates have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 27, 2024 issued by Mr. Virendra G. Bhatt, Practicing Company Secretary (COP no.124) and Secretarial Auditor of the Company, is attached as an ''Annexure C'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer by the Secretarial Auditor. Hence, there is no need of any explanation from the Board of Directors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-24 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Virendra G. Bhatt, Practicing Company Secretary and Secretarial Auditor of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor, Secretarial Auditor and Cost Auditor have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

The particulars of loans given, guarantee/ securities provided and investments made are provided in ''Annexure D'' to this report read with Note nos. 8, 9, 16, 37 and 41 to the Standalone Financial Statement.

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

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at the work place, which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted Internal Complaint Committees under Section 4 of the captioned Act. No complaints have been received by these committees till date. The Company has submitted the necessary reports to the concerned authority confirming the same.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

OTHER DISCLOSURES:

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

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

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

o The Company has not accepted or renewed any public deposit during the year under review within the meaning of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposit) Rules, 2014. As on March 31, 2024, there were no deposit which were unclaimed/ unpaid and due for repayment.

o There has been no issuance of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this Report.

o No application was made nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

o There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors would like to express their deep appreciation for the co-operation received from the Employees, Customers, Government, Regulatory

authorities, Vendors, Banks and last but not least, the Shareholders for their unwavering support, during the year under review.

---

Mar 31, 2023

Your directors have immense pleasure in presenting the 60^th (Sixtieth) Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

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

(Rs. in Lakhs)
Particulars		Standalone		Consolidated*
	Year ended 31.03.2023		Year ended 31.03.2022		Year ended 31.03.2023
Revenue from Operations	68	,817.11	64	,422.21	89	,403.49
Other Income	1	,891.47	2	,051.04	1	,974.34
Profit for the year before Finance Cost, Depreciation, Exceptional Items and Tax	17	,655.45	26	,501.08	16	,284.58
Less: Finance Cost		742.78		280.11		779.19
Less: Depreciation and Amortization Expenses	4	,998.12	4	,244.84	5	,401.29
Profit before Exceptional Items and Tax	11	,914.55	21	,976.13	10	,104.10
Less: Exceptional Item		-		-		-
Profit Before Tax	11	,914.55	21	,976.13	10	,104.10
Less: Tax expenses	3	,060.16	5	,391.29	3	,040.42
Profit for the year	8	,854.39	16	,584.84	7	,063.68
Other Comprehensive Income		(14.94)		(29.61)	6	,058.40
Total Comprehensive Income for the year	8	,839.45	16	,555.23	13	,122.08

*As the Company did not have any subsidiary / associate company during the previous year, the corresponding figures for the previous year have not been given in respect of the consolidated financial results.

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 http://borosilrenewables.com/Investor. html?q=AnnualReports

STATE OF AFFAIRS / REVIEW OF OPERATIONS

During the year under review, the Company achieved standalone revenue of '' 68,817.11 lakhs and EBITDA of '' 17,655.45 lakhs. Although the revenue increased by approximately 7% compared to the previous year, the EBITDA showed a decline of about 33%. This decline can be attributed to lower selling prices in the domestic market and increase in the cost of raw materials, energy and packing materials. Unfortunately, these increased costs could not be passed on to customers due to prevailing market conditions.

The year witnessed a growth in volumes following the commissioning of the third furnace and processing facilities in February, 2023. However, margins were affected due to the decline in selling prices by Chinese exporters. Additionally, the removal of Anti-dumping duty (ADD) on imports of Chinese glass from August 17, 2022, and a significant drop in international freight costs made imports cheaper, forcing the Company to adjust its selling prices.

It is worth noting that Chinese companies control a substantial 98% share of solar glass production globally. The share of imports into India has risen from 65% in the previous year to an average of 85% in FY 2022-23. Selling prices in India continue to follow the declining trend of landed price of imported glass. Chinese producers have undertaken extensive expansions in anticipation of growth projections. They are engaging in large-scale dumping of solar glass in India, which happens to be the next biggest market globally. Chinese manufacturers often establish production facilities outside China to circumvent measures such as Anti-dumping duties imposed on their exports from China. This is evident from the fact that Chinese exports to India, post removal of ADD in August 2022 contribute 70% of solar glass imported into India, up from about 10% at the beginning of FY 2022-23. On the other hand, the share of

Malaysia, which still has a Countervailing Duty (CVD), has decreased. Additionally, solar glass imports from Vietnam, which are not subject to any duties, account for another 25% of total imports. This situation raises serious concern since the solar glass production in these countries is heavily subsidized, and there are export subsidies as well, enabling them to export at artificially low prices. It is ironic that while all major components for making solar modules, including the modules themselves, are subject to basic customs duty or anti-dumping duty, solar glass is allowed to be imported into the country duty-free. Even though there is a Basic Customs Duty of 15% in place, its levy is exempted by reason of two circulars for last 24 years, but this is slated to end on March 31, 2024. The Company has been highlighting this anomaly to various government authorities and urging them to end the exemption without any further delay. The Company will also take appropriate steps under available trade remedies to safeguard the interests of local solar glass production.

The cost of major inputs such as Soda Ash and Natural Gas has experienced a sharp price increase during the year, significantly driving up the production cost of solar glass across all producing countries including in India. The geo-political situation caused by the conflict in Ukraine has further aggravated this situation by causing oil and gas prices to rise to unprecedented levels. In contrast, the selling prices of Chinese companies have actually declined, resulting in compressed margins for the solar glass industry, including our Company. Although the Company has been constantly implementing cost reduction measures in order to reduce the cost of production, such measures have a limited scope to provide any cushion against significant decline in selling prices. The decline in selling prices at a time when costs have increased so much points to subsidization.

Export sales [excluding to customers in Special Economic Zone (SEZ)] amounted to '' 18,107.86 lakhs during the year under review, compared to '' 12,011.14 lakhs in the previous year. Exports accounted for 26.31% of the Company''s revenues, with impressive growth of 50.76%, in FY 2022-23.

As glass-glass modules gain popularity globally, there is a shift towards using twice the quantity, albeit of a thinner glass. These modules enhance productivity and cost effectiveness of solar projects compared to conventional modules that use 3.2 mm thick glass on the top and a polymer back-sheet at the bottom. Glass-glass modules provide increased reliability and extend the longevity of solar modules. When these modules use bifacial cells, power generation can be enhanced up to 10-15%. The demand for 2 mm glass in the photovoltaic solar market is growing in export markets and gaining traction in the local market as well. The Company expects a significant increase in the sale of 2 mm glass from the current financial year.

The solar cell space is witnessing a series of technological advancements aimed at improving efficiency and reducing cost of power. The advent of larger cell formats of higher efficiency has led to an increase in the size of modules and thereby the demand for a larger glass. There is a swift transition towards these high efficiency solar cells and large modules. The Company has successfully introduced the required sizes and reached almost 50% of its production in such sizes, which is expected to increase further.

The Company continues to leverage its engineering and development capabilities to innovate new products and processes. It also maintains a strong focus on cost optimization and increasing productivity to remain competitive against cheap dumped imports.

Domestic manufacturing of solar modules has been increasing gradually over the years and there has been a significant rise in capacity in the current year as a result of various steps taken by the Government to promote domestic manufacturing:

1. A basic customs duty of 40% on import of modules and 25% on import of solar cells have been levied from April 01, 2022.

2. A Production Linked Incentive (PLI) scheme, National Program on High Efficiency Solar PV Modules, have been announced, under which additional production of High-efficiency solar modules, cells and further backward integration will be incentivized. The allocation for the scheme has been raised from '' 4,500 crores to '' 24,000 crores. This will help build 40 GW manufacturing capacity across the solar PV value chain. The scheme encourages the use of domestically produced components by incentivizing the use of domestic components, including solar glass.

3. Approved list of Models and Manufacturers (ALMM) has been introduced to promote the use of domestically manufactured modules.

The ALMM scheme, which has been suspended temporarily for one year until March 31, 2024, can be credited as one of the major factors driving solar module manufacturing capacity additions/utilization in the last 1-2 years. The total annual manufacturing capacity of solar modules in India has increased to 35 GW from 15 GW at the beginning of the financial year 2022-23. Further, large capacity additions are expected to take place in the next 2-3 years, potentially rising the capacity to almost 100 GW. The increase in installed capacity of solar module/cell manufacturing will lead to a higher production of solar modules, resulting in increased demand for solar glass. The demand for solar glass in the country is already showing a promising trend, and it is anticipated that the solar glass production capacities being added in the current financial year 2023-24 by various companies may still fall short of the demand. The local solar glass production will face a challenging situation in the absence of Anti-dumping duty, which ended unexpectedly in August, 2022. New investments in solar glass production will be attractive only if the Government takes steps to provide a level playing field by imposing duties and offering incentives such as PLI to offset the unfair advantage of incentives/subsidies enjoyed by the competitors in South East Asian countries.

In addition to the domestic market, the Company has been focused on increasing its exports. Direct exports now account for 26.31% of the total sales. The market in Turkey is growing significantly and the manufacturing in the EU and USA led by various initiatives by the respective Governments, is expected to grow exponentially over the next 2-3 years. The Company envisages a substantial growth in its exports going forward.

The Company''s third furnace, which entered commercial production on February 23, 2023, is expected to reach its full capacity by end of the ongoing quarter. The increased capacity will enable the Company to achieve certain operating leverages. This furnace specially caters to the demand for large size glasses and serves both the domestic and export markets. The Company continues to monitor developments in the sector and will decide further growth opportunities at an appropriate time.

OVERSEAS ACQUISITION

In October, 2022, the Company, through its wholly owned overseas subsidiaries viz. Geosphere Glassworks GmbH and Laxman AG, acquired a majority stake of 86% in GMB Glasmanufaktur Brandenburg GmbH (“GMB”), based in Germany and Interfloat Corporation (“Interfloat”), based in Liechtenstein. While the wholly owned subsidiaries are non-operating companies and were primarily established for the purpose of this overseas acquisition, GMB and Interfloat are the operating companies. GMB specializes in the manufacturing of solar glass whereas Interfloat supplies solar glass, primarily in European markets. This acquisition has already started to bring in several synergies in the manufacturing and sales operations of the aforesaid entities as well as the Company.

The consolidated sales of the Interfloat group (comprising of GMB and Interfloat) during the period November 01, 2022 to March 31, 2023 amounted to EUR 23.70 Mn, while the EBITDA was EUR 1.45 Mn. The consolidated results as above include the same. The other comprehensive income includes a bargain purchase gain representing the difference between the fair value of the net assets acquired and the purchase consideration paid for acquisition. A spike in energy prices in financial year 2022-23 affected the profitability.

Fortunately, the energy prices have gradually softened over the last few months. At the same time, the selling prices have been gradually adjusted downwards due to competitive prices offered by South East Asian countries. In the mean-time the planned cold repair of GMB''s furnace has been carried out in the most efficient way and the furnace has been brought back into production with a higher capacity i.e. from 300 to 350 tonnes per day. Certain glass processing equipments are being installed in the current year which will increase productivity by improving the yields and also enable serving the demand for large sized glass. On the demand side, the commitment shown by the European Union (EU) to achieve a 30 GW manufacturing capacity is progressing and it is expected that additional capacities will come into operation over the next 2-3 years. The Company also expects that the EU will take additional measures to control the power prices to improve the competitiveness of the domestic production of products falling under all the critical/strategic sectors. The Company maintains a positive outlook on the sector keeping in view that a strong demand in the EU can be served from local production and supplemented with exports from India.

DIVIDEND

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

The Dividend Distribution Policy duly approved by the Board of Directors in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) has been made available on the Company''s website at http://borosilrenewables.com/Investor.html?q=Policies

RESERVES

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

SHARE CAPITAL

During the financial year 2022-23, the paid-up equity share capital of the Company has increased from '' 13,03,55,279/- consisting of 13,03,55,279 fully paid-up equity shares of '' 1 each, to '' 13,04,98,179/- consisting of 13,04,98,179 fully paid up equity shares of '' 1 each, consequent to allotment of 1,42,900 equity shares of face value of '' 1/- each upon exercise of stock options under the Borosil Employee Stock Option Scheme 2017.

The Company''s Authorized Capital as on March 31, 2023 was ''183,90,00,000/- consisting of 91,65,00,000 equity shares of face value of '' 1/- each and 9,22,50,000 preference shares of face value of '' 10/- each. During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

UTILISATION OF FUNDS RAISED THROUGH QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

In December, 2020, the Company had raised approx. 200 crores by way of Qualified Institutional Placement (“QIP”), primarily for commissioning its third furnace (SG-3 project) at the existing manufacturing facility situated in Bharuch, Gujarat. As of the previous year, majority of these funds were utilized towards the implementation of the said project and the remaining funds were utilized during the year under review. There has been no deviation or variation in the utilization of QIP proceeds, from the objects stated in the QIP placement document. The Company has successfully commissioned the said furnace and commenced the commercial production from the same during the financial year ended March 31,2023.

SUBSIDIARIES AND ASSOCIATES

During the year, the following companies have become Subsidiaries / Associate Company. The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at http://borosilrenewables.com/ Investor.html?q=Policies

Subsidiary Companies:

Geosphere Glassworks GmbH (Geosphere): Geosphere is a wholly owned subsidiary of the Company. It is a non-operating company and was primarily established as a special purpose vehicle to acquire the majority stake in GMB Glasmanufaktur Brandenburg GmbH (GMB). Both Geosphere and GMB are based in Germany.

Laxman AG: Laxman AG is a wholly owned subsidiary of the Company. It is a non-operating company and was primarily established as a special purpose vehicle to acquire the majority stake in Interfloat Corporation (Interfloat). Both Laxman AG and Interfloat are based in Lichtenstein.

GMB Glasmanufaktur Brandenburg GmbH (GMB): GMB has become a stepdown subsidiary of the Company, as Geosphere, a wholly owned subsidiary of the Company has acquired 86% stake in GMB. GMB specializes in the manufacturing of flat glass, special glass products and similar products, which in particular produces glass for solar modules, thermal collectors and greenhouse glass amongst others. It is the largest producer of textured tempered solar glass in Europe having its manufacturing facility in Tschernitz, Germany. GMB is a material subsidiary of the Company in terms of Regulation 16(c) of Listing Regulations.

Interfloat Corporation (Interfloat): Interfloat has become a stepdown subsidiary of the Company, as Laxman AG, a wholly owned subsidiary of the Company has acquired 86% stake in Interfloat. Interfloat is a well-established and leading solar glass supplier to European markets and has been operating in this industry for close to 40 years. Interfloat is a material subsidiary of the Company in terms of Regulation 16(c) of Listing Regulations.

Associate Company:

Renew Green (GJS Two) Private Limited (RGPL): The Company has subscribed to 31.2% equity shares of RGPL, by virtue of which, it has become an Associate of the Company. The Company has invested in RGPL to facilitate the implementation of hybrid solar wind power plant so that a portion of the Company''s energy demand can be met from renewable sources.

Performance and financial position of Subsidiaries and Associate Company:

As required under the Listing Regulations and Section 129 of the Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. Further, a statement containing the salient features of financial statements of subsidiaries and associate company which also highlights their performance and their contribution to the overall performance of the Company, in the prescribed Form AOC-1 is annexed along with the Consolidated Financials Statement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CORPORATE GOVERNANCE REPORT

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

The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Company''s website at http://borosilrenewables.com/Investor.html?q=Policies The Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the financial year ended March 31,2023.

BOROSIL EMPLOYEE STOCK OPTION SCHEME 2017

A certificate has been obtained from Mr. Virendra G. Bhatt, Practicing Company Secretary (CP no.124) certifying that Borosil Employee Stock Option Scheme 2017 has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by shareholders. This certificate will be available for inspection by shareholders at the ensuing Annual General Meeting.

The details as required to be disclosed under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 in respect of the aforesaid ESOP Scheme, are placed on the Company''s website at http://borosilrenewables.com/ Investor.html?q=Miscellaneous

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC.

Board Meetings

The Board of Directors of the Company met Eight (8) times during the financial year 2022-23 on April 25, 2022, May 05, 2022, July 14, 2022, August 05, 2022, August 09, 2022, October 20, 2022, November 09, 2022 and February 13, 2023.

Formal Annual Evaluation

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

Manner of effective evaluation

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

Evaluation of Directors, Board and its Committees

The criteria for evaluation of Directors includes parameters such as attendance, participation and contribution by Director, acquaintance with business, independence, providing timely disclosures as per statutory requirements, etc.

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

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

Based on the defined criteria, evaluations were conducted for each Director, Committees and the Board of Directors. The observations and feedback from the Directors were discussed and presented to the Chairman of the Board. The performance evaluation of NonIndependent Directors namely, Mr. P K. Kheruka, Mr. Shreevar Kheruka, Mr. Ashok Jain and Mr. Ramaswami V. Pillai and the entire Board was carried out.

The evaluation of performance of the Independent Directors namely Mr. Raj Kumar Jain, Mr. Pradeep Vasudeo Bhide, Mr. Haigreve Khaitan, Mrs. Shalini Kamath and Mr. Syed Asif Ibrahim was also conducted.

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

BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL

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

Shareholders at their last Annual General Meeting held on August 11, 2022, had approved the re-appointment of Mr. P K. Kheruka as Whole Time Director designated as Executive Chairman for a period of 5 years with effect from April 01, 2023.

The Board of Directors at their meeting held on February 13, 2023 on recommendation of Nomination and Remuneration Committee, approved the re-designation of Mr. Ramaswami V. Pillai as Non-executive Non-independent Director with effect from April 01, 2023, in view of him completing his existing tenure as a Whole Time Director on March 31, 2023.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. P K. Kheruka, retires by rotation at the ensuing Annual General Meeting, and being eligible has offered himself for re-appointment. The Board of Directors at their meeting held on May 24, 2023, on the recommendation of the Nomination and Remuneration Committee have recommended his re-appointment to the Shareholders for their approval.

Further, the Board of Directors at their meeting held on May 24, 2023, on recommendation of the Nomination and Remuneration Committee have approved the re-appointment of Mr. Ashok Jain as Whole Time Director of the Company for a further period of 2 years with effect from August 01, 2023, subject to approval of shareholders.

Independent Directors & Declarations

The Company has 5 (five) Independent Directors, namely, Mr. Raj Kumar Jain, Mr. Pradeep Vasudeo Bhide, Mrs. Shalini Kamath, Mr. Haigreve Khaitan and Mr. Syed Asif Ibrahim.

The Company has received declaration of independence from them in terms of Section 149 of the Act and also as per the Listing Regulations. Further, they have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs.

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

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

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

The aforesaid policy is available on the website of the Company at http://borosilrenewables.com/Investor.html?q=Policies Familiarization Program for Independent Directors

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

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT PLAN

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

With this context in mind, the Company has developed and implemented an Enterprise Risk Management (ERM) framework, benchmarked with leading international risk management standards such as ISO: 31000 and Committee of Sponsoring Organization of the Treadway Commission (''COSO''). ERM Framework facilitates a coordinated and integrated approach for managing Risks & Opportunities across the organization. The management teams across businesses and functions analyze risks in their operations and related to their strategic objectives, at least annually, considering bottom-up risk assessment, an external outlook and top management input.

In accordance with the provisions of Listing Regulations, the Board has constituted a Risk Management Committee. The Risk Management Committee conducts integrated risk and performance reviews along with the Senior Executives engaged in different business divisions and functions. The Committee reviews identified risks and the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks. The Committee has also adopted the practice of reviewing Key Risk Indicators (KRIs) to facilitate in-depth analysis of the identified risks. The overall ERM program developed by the Company rests on the foundation of continuous training and development of employees on risk management to enhance the awareness of ERM framework and strengthen risk-informed decision-making culture.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into Related Party Transactions during the financial year which were in the ordinary course of business and at arm''s length basis.

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

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company''s website at http://borosilrenewables.com/Investor.html?q=Policies

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

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Raj Kumar Jain (Chairman), Mr. P K. Kheruka, Mrs. Shalini Kamath, Mr. Pradeep Vasudeo Bhide and Mr. Haigreve Khaitan. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR committee comprises of Mr. P K. Kheruka (Chairman), Mr. Shreevar Kheruka, Mrs. Shalini Kamath and Mr. Syed Asif Ibrahim.

The Company considers CSR as a process by which an organization thinks about and evolves its relationships with stakeholders for the common good and demonstrates its commitment in this regard. The CSR Policy formulated by the CSR Committee and approved by the Board, remains unchanged, and has been uploaded on the Company''s website at http://borosilrenewables.com/Investor. html?q=CSR

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

Sr. No.	CSR Project or Activity	Amount spent during the year ('' in lakhs)
1	Horticulture - Plantation of fruit trees and related activities in Burhanpur district of Madhya Pradesh (through Implementing Agency: Global Vikas Trust)	93.00
2	Water Conservation and Harvesting related activities in Kachchh region of Gujarat (through Implementing Agency: Global Vikas Trust)	75.00
3	''One Teacher School'' called as ''Ekal Vidyala'', situated at Phulbani, Odisha (through Implementing Agency: Friends of Tribal Society)	25.00
4	Hospital expansion project, Jhagadia, Gujarat (through Implementing Agency: Sewa Rural Trust)	25.00
5	''My Livable Bharuch'' aimed at cleaning of all targeted roads on daily basis in the city of Bharuch, promoting practices of better sanitation (through Implementing Agency: Bharuch Citizen Council Trust)	20.00
6	Rainwater Harvesting System at Kolwan village, Mulshi Taluka, Pune, Maharashtra (through Implementing Agency: Central Chinmaya Mission Trust)	20.98
	Total	258.98

During the year, the Company spent 2% of the average net profits of last three financial years on CSR activities. An Annual Report on CSR activities in terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an ‘Annexure B'' to this Report.

ANNUAL RETURN

The Annual Return for the financial year 2022-23 as per provisions of the Act and Rules thereto, is available on the Company''s website at http://borosilrenewables.com/Investor.html?q=AnnualReports

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower / Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The details of the Policy are explained in the Corporate Governance Report, which forms part of the Annual Report and the Policy is hosted on the website of the Company at http://borosilrenewables.com/Investor. html?q=Policies

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

STATUTORY AUDITORS

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration no. 101720W/ W100355) were appointed as Statutory Auditors of the Company at the 58^th Annual General Meeting held on September 30, 2021, for a term of 5 (five) consecutive years from the conclusion of 58^th Annual General Meeting till the conclusion of the 63^rd Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

AUDITORS'' REPORT

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

COST RECORDS AND AUDIT

The Company has prepared and maintained cost records as required under Section 148(1) of the Act. Such cost records are required to be audited pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014. The Board of Directors in its meeting held on May 24, 2023, on the recommendation of the Audit Committee, appointed M/s. Kailash Sankhlecha & Associates, Cost Accountant as Cost Auditors of the Company for the year ending March 31, 2024. A certificate certifying independence and arm''s length relationship with the Company has been received from the Cost Auditor. M/s Kailash Sankhlecha & Associates have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 24, 2023 issued by Mr. Virendra G. Bhatt, Practicing Company Secretary (COP no.124) and Secretarial Auditor of the Company, is attached as an ‘Annexure C'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer by the Secretarial Auditor. Hence, there is no need of any explanation from the Board of Directors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Virendra G. Bhatt, Practicing Company Secretary and Secretarial Auditor of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor, Secretarial Auditor and Cost Auditor have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

The particulars of loans given, guarantee/ securities provided and investments made are provided in ‘Annexure D'' to this report read with Note nos. 8, 9, 17 & 38 to the Standalone Financial Statement.

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

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at the work place, which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted Internal Complaint Committee for its Registered Office and Works/Plant office under Section 4 of the captioned Act. No complaints have been received by these committees till date. The Company has submitted an Annual Report to the concerned Authority confirming the same.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ESG INITIATIVES

The Company''s manufacturing process at Bharuch, Gujarat is an efficient and a low energy-intensive process as a result of several product and process innovations. The Company has a 22% lower carbon footprint in comparison to the default score for glass manufacturing in life cycle assessment (carried out by a reputed French Institute) and also uses renewable energy. The Company is World''s 1^st company to develop a process to remove a toxic element Antimony (Sb) from solar glass (Patented technology). The Company uses reusable packing material thereby saving cutting of trees, also uses Bag filters for fine dust control, a close loop water circuit system for water treatment and reuse of water, and has installed a sewage treatment plant at Bharuch, Gujarat. Further, the Company has now developed a ESG roadmap focused on achieving progress on key parameters in the areas of Environment, Social and Governance. The achievement of these targets shall be monitored regularly. For details on ESG initiatives of the Company, please refer to the ESG Report forming part of the Annual Report.

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

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

OTHER DISCLOSURES:

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

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

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

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

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

and except Employee Stock Option Scheme referred to in this Report.

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

o There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of DirectorsP. K. KherukaPlace: Mumbai Executive ChairmanDate: May 24, 2023 DIN:00016909

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Mar 31, 2022

Your Directors have immense pleasure in presenting the 59^th (Fifty-Ninth) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2022.

FINANCIAL RESULTS

The Company''s financial performance for the financial year ended March 31, 2022 along-with that of the previous financial year ended March 31, 2021 is summarized below:

		('' in Lakhs
Particulars	Year ended 31.03.2022	Year ended 31.03.2021
Revenue from Operations	64,422.21	50,227.23
Other Income	2,051.04	536.33
Profit for the year before Finance Cost, Depreciation and Exceptional Items	26,501.08	20,272.77
Less: Finance Cost	280.11	796.29
Less: Depreciation and Amortization Expenses	4,244.84	4,208.29
Profit before Exceptional Items	21,976.13	15,268.19
Exceptional Item	-	-
Profit Before Tax	21,976.13	15,268.19
Less: Tax expenses1	5,391.29	6,303.74
Profit for the year	16,584.84	8,964.45
Other Comprehensive Income	(29.61)	(62.11)
Profit After Tax including Other Comprehensive Income	16,555.23	8,902.34

SHARE CAPITAL

The Company''s paid-up Equity Share Capital as on March 31,2022 was '' 13,03,55,279/- as compared to '' 13,00,49,299/- as on March 31,2021. During the financial year under review, the Company had issued and allotted 3,05,980 equity shares of ''1/- each of the Company to its eligible employees / ex-employees upon exercise of options granted under the Borosil Employee Stock Option Scheme 2017 as amended.

The Company''s Authorised Capital as on March 31,2022 was ''183,90,00,000/- comprising of 91,65,00,000 equity shares of ''1/-each and 9,22,50,000 preference shares of ''10/- each. During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity.

UTILISATION OF FUNDS RAISED THROUGH QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

The details of utilization of funds raised through Qualified Institutions Placement are mentioned below.

Deployment of Equity Issue Proceeds	('' In Lakhs)
Amount received in Escrow Account	19,999.99
Issue related Expenses	390.42
Capex	14,109.57
Total Utilisation	14,499.99
Investments in Mutual Funds*	5,500.00
Total	19,999.99

*The balance funds, pending utilization, have been temporarily invested in Mutual Funds.

SUBSIDIARIES AND ASSOCIATES

As on March 31, 2022, the Company did not have any Subsidiary/ Associate Company. However, the Company has a Policy on material subsidiaries of the Company. The said policy is available on the website of the Company at http://borosilrenewables.com/ Investor. html?q=Policies

COVID-19 PANDEMIC

Covid-19 resurfaced in India over two waves during FY 22. During Q1FY22, the Delta variant had a severe impact on some parts of the Country. Even though lockdowns were not as stringent as during Q1FY21, the Delta variant struck with devastating force, and a large number of people were hospitalized with severe symptoms, with many succumbing to this deadly virus. The Company''s top management was cognizant of the uncertainty faced by its employees and their families as they left home for work each morning. In April last year at the peak of the pandemic, the Company announced that in the event of death from Covid of a person working in the company, the next of kin would continue to receive the last drawn salary for two years. Further, the Company would fund the education of the children of such deceased person till they appeared for a Bachelors'' degree examination. This was hailed across the country as a landmark and ground breaking initiative. Within weeks, large corporations across the country adopted this policy in some form or the other.

As the situation across the country reached near normalcy towards the end of the year under review, the Company continued to operate its plants with full production while following appropriate norms/guidelines for safety.

While Covid-19 is not fully behind us and citizens are advised to remain cautious, the anxiety levels have reduced significantly and life is reverting to normal.

STATE OF AFFAIRS / PERFORMANCE

The Company achieved revenue of '' 64,422.21 lakhs and EBITDA of '' 26,501.08 lakhs during the year thus registering a rise of 28% in its revenue and 31% in its EBITDA.

During the year under review, the performance fluctuated to some extent from quarter to quarter. The first quarter saw the impact of Covid. Solar glass from Chinese companies account for over 95% of such glass made in the world. 65% of India''s demand is met by glass imported from Chinese owned companies. Selling prices in India are determined by the trend of landed price of imported glass. In the recent quarters, the selling prices have shown some decline due to enhanced dumping from China/ Malaysia/Vietnam apparently to clear the higher level of inventory caused by demand supply mismatch. Aggressive capacity

expansions pursued by Chinese solar glass manufacturers in the last 1-2 years caused pressure on sales. Imports from Vietnam into India in recent quarters have gone up significantly and now constitute over 60% of the volume of the glass.

The countervailing duty imposed on imports from Malaysia came into effect from March 12, 2021 and provided some neutralization of subsidies being received by manufacturers located there.

The Company registered a significant growth of 28% in its revenue to '' 64,422.21 lakhs from '' 50,227.23 lakhs achieved in the previous year, led by higher volumes and better average selling prices.

Export sales (including to its customers in SEZ) during the year under review were ''17,118.44 lakhs as compared to '' 11,048.05 lakhs during the previous year. Exports comprised 26.6% to the Company''s revenues during FY22. Exports excluding to SEZ at '' 12,011.14 lakhs for the year registered an impressive growth of 73%.

Profit before finance cost, depreciation, exceptional items and tax during the year was '' 26,501.08 lakhs in FY22 up from '' 20,272.77 lakhs in FY21, the result of better operational performance.

The cost of major inputs e.g. Soda Ash and Natural Gas has seen a sharp price increase in the recent past and caused the cost of production for glass to rise significantly across all producing countries including in India. The geo-political situation caused by the conflict in Ukraine has further aggravated this situation by causing prices of oil and gas to rise to unprecedented levels. This will have a significant impact on cost of production of solar glass. On the other hand, the selling prices of Chinese companies have not yet seen a commensurate increase in prices, causing compression in margins in the solar glass industry, including for our Company. Accordingly, the margins for the Company have come under pressure from Q4FY22 and the full impact of the input cost increase will be visible from Q1FY23. However, the rise in input cost is hurting all the solar glass producers and one can expect that the selling prices may recover to levels required to pass on the input cost inflation in the near term.

The Company has historically faced pressure on its selling prices due to continued cheap and dumped imports from China and Malaysia. While the imposition in August, 2017 of anti-dumping duties on imports from China provided some relief, its impact was only marginal due to a shift of the major supply point to Malaysia, which offers subsidies to its companies. Comparable subsidies are not available to us in India. Large volumes of imports continued to flow unhindered from Malaysia acquiring a significantly large market share by dumping at low prices without being subject to anti-dumping/countervailing duty.

Finally on March 12, 2021, the Government levied a countervailing duty (CVD) on imports of solar tempered glass originating from Malaysia. The Anti-dumping duty against imports from China is valid till August, 2022. The company''s application to extend the duty has been recommended by the Ministry of Commerce for another two years. Imports from Vietnam made by a manufacturing facility set up recently by a Chinese producer of solar glass, have increased significantly and these are not subject to any duties. This is an imminent threat to domestic solar glass production and capacity additions. The Chinese manufacturers are historically seen to use a strategy to start production at locations outside China with an apparent objective of circumventing the measures like Anti-dumping duties levied against their exports from China. The Company will take appropriate steps under the trade remedies available to safeguard the interests of local Indian production.

As the use of glass-glass modules gains popularity globally, there is a shift towards use of twice the quantity, albeit of a thinner glass. Such modules enhance productivity and cost effectiveness of solar projects as compared to the use of conventional modules that use 3.2mm glass with a polymer backsheet. Glass to glass modules enhance the reliability and extend the longevity of solar modules. When these modules use bifacial cells, power generation is enhanced by as much as 10-15%. The demand for 2.1mm glass from the Photovoltaic solar market is growing in the export markets and the trend is fast catching up in the local market. The Company expects to enhance the sale of 2.1 mm glass significantly in the immediate future. As per projections by ITRPV (International Technology Roadmap for PV) bifacial modules will grow to become 60% of global solar glass demand by the year 2025. The Company is also increasing its sale of solar glass with Anti-soiling coating. It has successfully developed an Anti-glare glass, certified for use in solar modules installed in the vicinity of airports.

The Company has commissioned a study with the help of National Center for Photovoltaic Research and Education, IIT-B to evaluate various technologies and solar glass in particular to further optimize the product offering. The solar installations for this study are expected to be done in the current financial year and the study will begin thereafter. The Company is also working on an Indo-Italian Government project on a comparative study of on-field performance of Antimony-free solar glass vis-a-vis other solar glass.

The Company continues to leverage its engineering and development capability, to innovate on new products and processes and continues its focus on cost optimization and increasing productivity to stay competitive against cheap dumped imports.

In the current financial year 2022-23, the performance is likely to be impacted by the rise in input costs. An improvement in selling prices will moderate the negative impact of rise in input costs.

In addition to the above, the company is keeping a constant watch on developments taking place in the sector. Many developments driven by the Government''s objective of “Aatmanirbhar Bharat” aimed at boosting domestic manufacturing and supply chain are expected to contribute significantly to domestic manufacturing.

Domestic manufacturing of solar modules has been growing gradually over the years but the pressure of cheap imports has kept the country away from realizing its potential as a manufacturing powerhouse. In order to promote domestic manufacturing of modules, the Government has taken the following significant steps recently:

1. A basic customs duty of 40% on import of modules and 25% on import of solar cells has been levied from April 01,2022.

2. A PLI (Production Linked Incentives) scheme has been announced - National Programme on High Efficiency Solar PV Modules - under which additional production of High-efficiency solar modules, cells and further backward integration will be incentivized. The allocation has been raised from '' 4500 crore to '' 24000 crore to help build almost 30 GW manufacturing capacity across the solar PV value chain. The scheme promotes use of domestically produced components by incentivizing the use of domestic components, including solar glass.

3. Approved list of Models and Manufacturers (ALMM) has been introduced with a view to promote use of domestically manufactured Modules. The scope of the same has been widened recently to cover more solar PV capacity being installed in the country.

The total annual manufacturing capacity of solar modules in India stood presently at about 15 GW. Significantly large capacity additions have been announced by various existing and new players. It is expected that additional capacities amounting to 36 GW will come up in the next 3 years. The module manufacturers are also looking at supply chain of the key components from domestic sources including solar glass. The rise in the installed capacity of solar module/cell manufacturing will lead to a rise in the production of solar modules which in turn will lead to a higher demand for solar glass.

In addition to its presence in the domestic market, the Company has been focusing on increasing its exports. The direct exports are now 20% of the sales and indicate a huge potential to rise further. While the Company''s exports are mainly to the countries in the European Union (EU) and Turkey, its customers are spread across other countries including in North and South America, Middle East and North Africa. The EU has recently launched a “Solar Manufacturing Accelerator program” to promote local manufacturing and reduce dependence on Chinese imports. The Company estimates that almost 10-12 GW of module manufacturing capacity will get added within the next 2-3 years. This will increase the demand for solar glass manifold. In 2021, the European Union has extended the levy of Anti-dumping duty on imports of solar glass from China by five years. The market in Turkey is also growing significantly and the Company envisages a huge growth in its exports there. Another promising opportunity is developing in the Americas in case the respective governments approve and implement the incentive plans for local manufacturing of modules.

All the aforesaid factors indicate a promising demand scenario for solar glass. To meet this growing demand, the Company has decided to expand the existing manufacturing capacity. The relevant details in respect of the same had been intimated to the Stock Exchanges. The Company''s expansion project SG-3 with a production capacity of 550 TPD is expected to come on stream later this year.

Overseas acquisition

The company has executed a binding Share Purchase Agreement on April 25, 2022 for the acquisition of 100% stake in Interfloat Corporation (“IF” / ”Interfloat”) and GMB Glasmanufaktur Brandenburg GmbH (“GMB”) (entities engaged in solar glass manufacturing business, sales and distribution in Europe). Europe is expected to see a significant growth in the demand for solar glass. This acquisition will help the Company to diversify risk by having operations in two geographies. The purchase consideration will be paid by way of a mix of cash, shares in the Company and future earn out based payments linked to profitability. This transaction when finally consummated will bring in several synergies in the selling and manufacturing operations of the German as well as Indian plants.

The company will be seeking approval of its shareholders for issuing fresh equity shares worth Euro 22.50 million agreed to be paid by share swap for acquiring shares of Interfloat Corporation. The Board has approved the formation of two subsidiary companies in Europe through whom the rest of the consideration will be paid.

While there are some short term challenges with regard to increase in the operating costs led by natural gas and electricity prices due to the ongoing conflict between Russia and Ukraine, the Company has a positive outlook on the sector and that a strong demand in the European Union will prevail. It is hopeful of an early resolution of the situation.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of the Listing Regulations, Business Responsibility Report of the Company in respect of the financial year 2021-22 forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

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

The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Company''s website at http://borosilrenewables.com/Investor.html?q=Policies The Directors and senior management personnel have affirmed their compliance with the Code for the financial year ended March 31, 2022.

BOROSIL EMPLOYEE STOCK OPTION SCHEME 2017

A certificate has been obtained from Mr. Virendra G. Bhatt, Practicing Company Secretary (CP no.124) certifying that Employee Stock Option Scheme 2017 has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the shareholders of the Company in their meeting. This certificate will be available for inspection by members at the ensuing Annual General Meeting.

In order to keep certain degree of flexibility in the exercise price at the time of grant of options, the shareholders of the Company at their meeting held on September 30, 2021, on recommendation of Board of Directors of the Company, had approved the amendment in clause 7.1 (a) of Borosil Employee Stock Option Scheme, 2017, whereby the limit of discount that could be offered at the time of grant of options under the said scheme was increased up to 40% on market price of shares, as may be decided by the Nomination and Remuneration Committee.

Further, the Shareholders of the Company based on recommendation of Board of Directors, approved the amendment to the Borosil Employee Stock Option Scheme, 2017 by passing a resolution through postal ballot on December 12, 2021, in order to align the same with SEBI (Share based Employee Benefits and Sweat Equity) Regulations, 2021, and to increase the maximum vesting period of options for future grants from 3 years to 5 years.

The details as required to be disclosed under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 are placed on the website of the Company at http://borosilrenewables.com/Investor.html?q=Miscellaneous

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

The Board of Directors of the Company met Six (6) times during the financial year 2021-22, on April 19, 2021, May 12, 2021, August 04, 2021, August 25, 2021, October 21,2021 and February 08, 2022.

Formal Annual Evaluation

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

Manner of effective evaluation

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

Evaluation of Directors

The criteria for evaluation of Directors include parameters such as attendance, participation and contribution by Director, acquaintance with business, independence criteria, giving of timely disclosures as per statutory requirements, etc.

Evaluation of Board and its Committees

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

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

Based on such criteria, the evaluation was done for each director, Committees and the Board of Directors and the observations of the directors were discussed and presented to the Chairman of the Board. The performance evaluation of Non-Independent Directors namely, Mr. PK. Kheruka, Mr. Shreevar Kheruka, Mr. Ashok Jain and Mr. Ramaswami Velayudhan Pillai and the entire Board was carried out.

The evaluation of performance of the Independent Directors namely Mr. Raj Kumar Jain, Mr. Pradeep Vasudeo Bhide, Mr. Haigreve Khaitan, Mrs. Shalini Kamath and Mr. Asif Syed Ibrahim was also done.

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

BOARD OF DIRECTORS

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

At the last Annual General Meeting held on September 30, 2021, on recommendation of the Board of Directors, Shareholders of the Company approved the following:

1) Re-appointment of Mr. Ramaswami V. Pillai as a Whole Time Director and Key Managerial Personnel of the Company with effect from April 01, 2021 to March 31, 2023.

2) Re-appointment of Mr. Ashok Jain as a Whole Time Director and Key Managerial Personnel of the Company with effect from August 01, 2021 to July 31,2023.

Further, Shareholders on recommendation of the Board of Directors have also approved the re-appointment of Mr. Raj Kumar Jain as an Independent Director of the Company with effect from February 03, 2022 to February 02, 2027, by passing a special resolution through the Postal Ballot. In the opinion of the Board, Mr. Raj Kumar Jain possesses requisite expertise, integrity and experience (including proficiency).

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ramaswami Velayudhan Pillai and Mr. Ashok Jain retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee have recommended their re-appointment to the Shareholders for their approval.

The Board of Directors have, subject to approval of the Shareholders, approved the re-appointment of Mr. P.K. Kheruka as Whole Time Director designated as Executive Chairman for a period of 5 years with effect from April 01, 2023.

Independent Directors

The Company has 5 (five) Independent Directors namely Mr. Raj Kumar Jain, Mr. Pradeep Vasudeo Bhide, Mrs. Shalini Kamath, Mr. Haigreve Khaitan and Mr. Asif Syed Ibrahim.

Declaration by Independent Directors

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

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

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

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

The aforesaid policy is available on the website of the Company at http://borosilrenewables.com/Investor.html?q=Policies Familiarization Programme for Independent Directors

A Familiarization programme covering the roles, rights and responsibilities of Independent Directors in the Company, nature of industry in which the Company operates, business model of the Company and other matters, was presented to Independent Directors on October 21, 2021.

The details of the familiarization programme imparted to Independent Directors during the financial year 2021-22 is available on the website of the Company at http://borosilrenewables.com/Investor.html?q=Director

KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the Key Managerial Personnel of the Company.

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT PLAN

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

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

The management teams across businesses and functions analyse risks in their operations and related to their strategic objectives, at least annually, considering bottom-up risk assessment, an external outlook and top management input.

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into various Related Party Transactions during the financial year which were in the ordinary course of business and at arm''s length basis.

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

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the website of the Company at http://borosilrenewables.com/Investor.html?q=Policies

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

AUDIT COMMITTEE

The Audit Committee comprises Mr. Raj Kumar Jain (Chairman), Mr. P. K. Kheruka, Ms. Shalini Kamath, Mr. Pradeep Vasudeo Bhide and Mr. Haigreve Khaitan. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Act and Rules made thereunder, the Company has a CSR committee comprising of the following members:

1. Mr. P K. Kheruka

2. Mr. Shreevar Kheruka

3. Mrs. Shalini Kamath

4. Mr. Asif Syed Ibrahim

Out of present members, Mrs. Shalini Kamath and Mr. Asif Syed Ibrahim are Independent Directors.

COMPANY''S CSR POLICY

The Company considers CSR as a process by which an organization thinks about and evolves its relationships with stakeholders for the common good, and demonstrates its commitment in this regard. The CSR Policy formulated by the CSR Committee and approved by the Board, remains unchanged. This has been uploaded on the Company''s website at http://borosilrenewables.com/ Investor. html?q=CSR

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

Sr. No.	CSR Project or Activity	Amount Spent during the year ('' In Lakhs)
1	Providing ration kits to Corona Warriors in Bharuch district of Gujarat, where Company''s plant is located	30
2	Horticulture - Plantation of fruit trees and related activities in Palghar district of Maharashtra (through Implementing Agency: Rotary Service Public Charitable Trust).	35
3	Horticulture - Plantation of fruit trees and related activities in Palghar district of Maharashtra (through Implementing Agency: Rotary Club of Bombay Queens Necklace Charitable Trust).	65
Total		130

During the year, the Company spent around 2.07% of the average net profits of last three financial years on CSR activities.

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

ANNUAL RETURN

The annual return of the Company as required under the Act is available on the website of the Company at http://borosilrenewables. com/Investor.html?q=AnnualReports

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower Policy to deal with instances of fraud and mismanagement. The details of the Policy is explained in the Corporate Governance Report, which forms part of this Annual Report and also posted on the website of the Company at http://borosilrenewables.com/Investor.html?q=Policies

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, there have not been any instances of fraud and accordingly, the Auditors have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Act.

AUDITORS

M/s. Chaturvedi & Shah LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on September 30, 2021, for a term of five years starting from the conclusion of the said Annual General Meeting till the conclusion of the 63^rd Annual General Meeting.

AUDITORS'' REPORT

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Statutory Auditor''s Report for the financial year 2021-2022 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143 of the Act.

COST RECORDS AND AUDIT

The maintenance of cost records is applicable to the Company in respect of its Solar Glass business and accordingly the Company has maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Act. The cost records maintained by the Company in respect of its activities are required to be audited pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended. The Board of Directors in its meeting held on May 05, 2022, on the recommendation of the Audit Committee, appointed M/s. Kailash Sankhlecha & Associates, Cost Accountant as Cost Auditor to audit the cost accounts of the Company for the year ending March 31, 2023. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 05, 2022 issued by Mr. Virendra Bhatt, Practising Company Secretary (CP no.124) is attached herewith as an ''Annexure C'' to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer by the Secretarial Auditor. Hence, there is no need of any explanation from the Board of Directors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2021-2022 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the listing regulations read with SEBI Circular dated February 08, 2019, has been taken from Mr. Virendra Bhatt, Secretarial Auditor of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of the disclosures 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 were 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 AND INVESTMENTS

The particulars of investments made by the Company during the year under review, are given under notes to the Financial Statements. The Company has not given any loans, guarantees or securities covered under the provisions of Section 186 of the Act.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at the work place, which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted an Internal Complaint Committee for its Registered Office and Works office under Section 4 of the captioned Act. No complaint has been received by these committees till date. The Company has filed an Annual Report with the concerned Authority in the matter.

PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ''Annexure D'' and forms a part of this report.

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

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

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

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

The Company has executed a binding Share Purchase Agreement on April 25, 2022 for acquisition of 100% stakes in Interfloat Corporation (“Interfloat”) and GMB Glasmanufaktur Brandenburg GmbH (“GMB”) (entities engaged in the solar glass manufacturing business, sales and distribution in Europe) (“Proposed Transaction”) for an aggregate cash consideration of EUR 30.00 million, swap of equity shares of the Company equivalent EUR 22.50 million and additional amount to be determined basis the performance of lnterfloat and GMB in CY 24, CY 25 and CY 26, not exceeding 50% of their respective Earnings before Interest and Tax.

Except as disclosed above, no material changes and commitments, which could affect the Company''s financial position, have occurred between the end of the financial year of the Company and the date of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ESG INITIATIVES

The Company''s manufacturing process at Bharuch, Gujarat is efficient and also a low energy-intensive process as a result of several product and process innovations. The Company has a 22% lower carbon footprint in comparison to the default score for glass manufacturing in life cycle assessment (carried out by a reputed French institute) and also uses renewable energy. Your Company is World''s 1^st company to develop a process to remove a toxic element Antimony (Sb) from solar glass (Patented technology). The Company uses reusable packing material thereby saving cutting of trees, also uses Bag filters for fine dust control, a close loop water circuit system for water treatment and reuse of water, and has installed a sewage treatment plant at Bharuch, Gujarat. For details on ESG initiatives of the Company, please refer to the Company''s website.

OTHER DISCLOSURES:

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

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

o The Company has not accepted any public deposit during the year under review, o There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. o There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of DirectorsP. K. Kheruka

Place : Mumbai Executive Chairman

Date : May 05, 2022 DIN:00016909

1

Figures for the year ended March 31, 2021 includes one-time charge of'' 1860.03 lakhs in respect of disputed income tax matters of the earlier years, which were mainly related to compulsory acquisition of Company’s Land (in the financial year 2016-17) by the Municipal Corporation of Greater Mumbai.

The above figures are extracted from the 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 the following link: http://borosilrenewables. com/Investor.html?q=AnnualReports

DIVIDEND

In order to conserve the resources for future growth of the Company, the Board of Directors has not declared any dividend for the year under review. The Dividend Distribution Policy duly approved by the Board of Directors in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations”) has been uploaded on the Company''s website at http://borosilrenewables.com/Investor.html?q=Policies

RESERVES

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

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Mar 31, 2018

DIRECTORS’ REPORT

To

The Members of

BOROSIL GLASS WORKS LIMITED

The Directors present their Fifty Fifth Annual Report and the Audited Financial Statement for the year ended March 31, 2018.

FINANCIAL RESULTS

(Rs, in lacs)

Particulars	Standalone		Consolidated
	Year ended 31.03.2018	Year ended 31.03.2017	Year ended 31.03.2018	Year ended 31.03.2017
Revenue from Operations	29,583	26,700	63,583	57,703
Other Income	3,636	3,498	3,057	4,273
Profit for the year before Finance cost, Depreciation and exceptional items	7,576	5,403	12,149	10,548
Less: Finance Cost	28	117	682	777
Less: Depreciation & Amortization Expenses	522	581	3,685	3,245
Profit before Exceptional Items	7,026	4,704	7,782	6,526
Add: Exceptional Item*	-	9,088	(195)	9,088
Profit Before Tax	7,026	13,792	7,587	15,614
Less: Tax expenses	2,389	1,123	2,674	1,926
Profit for the year	4,637	12,669	4,913	13,688
Other Comprehensive Income	984	885	1,162	1,994
Profit after tax including Other Comprehensive Income	5,621	13,555	6,075	15,682

* Exceptional items for the year ended March 31, 2017 represent compensation received on acquisition of land by the Deputy Collector, Mumbai Suburban District.

DIVIDEND

The Board of Directors recommends a dividend of Rs, 2.50 per equity share of Rs, 1/- each for the year ended March 31, 2018 aggregating Rs, 6.96 crores. Together with Dividend Distribution Tax, that translates into a dividend payout ratio of 12.4% of the Company''s profit after tax.

ISSUE OF BONUS SHARES

The Company had last declared bonus shares in 1982. The operations and performance of the Company have grown significantly over the years. The market price of the Company''s shares has also increased significantly. On the other hand, the equity base of the Company at Rs, 2.31 crores is very small as against substantial Free Reserves and Capital Redemption Reserves of Rs, 759.22 crores as per the audited financial statement as on March 31, 2018. With a view to increase the liquidity of the equity shares and to expand the retail shareholder base, the Board of Directors at their meeting held on June 18, 2018 have recommended the issue of bonus shares in the proportion of 3:1 i.e. 3 (three) new equity share of Rs, 1/- each of the Company for every 1 (One) existing equity share of Rs, 1/- each fully paid up of the Company held by the shareholders on the Record Date to be hereafter fixed by the Board / Committee of the Board, by capitalization of a sum of Rs, 6.93 crores from the Free Reserves and Capital Redemption Reserve.

Article 55 of the Articles of Association of the Company permits such capitalization. Moreover, fair and reasonable adjustments with respect to all options under the ''Borosil Employee Stock Option Scheme 2017'' will be made.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (STANDALONE)

During FY18, your Company achieved Revenue from Operations of Rs, 295.8 crores as against Rs, 267.0 crores in FY17, registering a growth of 10.8%.

The Company''s Operational Profit Before Tax (PBT) grew by 29% from Rs, 37.6 crores in FY17 to Rs, 48.6 crores in FY18.

The Company earned Other Income of Rs, 36.4 crores during FY18 (mainly from investments) as compared to Rs, 35.0 crores in FY17.

The Company recorded a Profit Before Tax, before exceptional item and other comprehensive income of Rs, 70.3 crores as compared to Rs, 47.0 crores in FY17, a strong growth of 49.4%. During FY17 the Company made a one-time exceptional gain of Rs, 90.9 crores from the acquisition of a piece of land from the company by Municipal Corporation of Greater Mumbai (MCGM). The PBT in FY17, including this exceptional item was Rs, 137.9 crores.

Profit After Tax (PAT) during FY18 was Rs, 56.2 crore as against Rs, 44.7 crore (excluding one time gain of Rs, 90.9 crore from land acquisition) in the previous year. The growth in PAT during FY18 adjusting for the exceptional item in FY17, was 25.8%.

The Effective Tax Rate for FY18 was 34%. The Effective Tax Rate during FY17 was 8.1%. This was lower primarily on account of non-taxable earnings from the sale of long-term investments and Profit on Sale of Property, Plant and Equipment (shown as exceptional item).

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (CONSOLIDATED)

During FY18, your Company achieved Revenue from Operations of Rs, 635.8 crores as against Rs, 577.0 crores in FY17, registering a growth of 10.2%.

The Company earned Other Income of Rs, 30.6 crores during FY18 (mainly from investments) as compared to Rs, 42.7 crores in FY17.

The Company recorded a Profit Before Tax, before exceptional item and other comprehensive income of Rs, 77.8 crores as compared to Rs, 65.3 crores in FY17, a growth of 19.2%. During FY17 the Company made a one-time exceptional gain of Rs, 90.9 crores from the acquisition of a piece of land from the company by Municipal Corporation of Greater Mumbai (MCGM). The PBT in FY17, including this exceptional item was Rs, 156.1 crores.

Profit After Tax (PAT) during FY18 was Rs, 60.8 crore as against Rs, 65.9 crore (excluding one time gain of Rs, 90.9 crore from land acquisition) in the previous year.

The Effective Tax Rate for FY18 was 35.2%. The Effective Tax Rate during FY17 was 12.3%. This was lower primarily on account of non-taxable earnings from the sale of long-term investments and Profit on Sale of Property, Plant and Equipment (shown as exceptional item).

A detailed Management Discussion and Analysis, which inter-alia covers the following, forms part of the Annual Report.

- Industry Structure and Development

- Risks and Concerns

- Internal Control system and their adequacy

- Discussion on financial performance with respect to operational performance

- Analysis Of Segment Wise Performance

- Scheme of Amalgamation

- Other Corporate Developments

- Outlook

- Material Development in Human Resources and Industrial Relations including number of people employed MANAGEMENT DISCUSSION AND ANALYSIS

This discussion covers the financial results and other developments during April 2017 - March 2018 in respect of the Consolidated Results of Borosil comprising its Scientific & Industrial Products Division (SIP) and its Consumer Products Division (CPD). These include the financials of Borosil Glass Works Limited, Hopewell Tableware Private Limited (100% subsidiary), Klasspack Private Limited (60.3% subsidiary), Borosil Afrasia FZE (100% subsidiary) and Fennel Investment and Finance Private Limited (an associate company). The consolidated entity has been referred to hereinafter as "Company" or "Borosil". A brief overview of the business of Gujarat Borosil Limited is provided separately.

The financials of the company have been prepared in accordance with Indian Accounting Standards (IND AS).

Some statements in this discussion pertaining to projections, estimates, expectations or outlook may be forward looking. Actual results may however differ materially from those stated on account of various factors such as changes in government regulations, tax regimes, economic developments, currency exchange rates and interest rate movements, impact of competing products and their pricing, product demand and supply constraints within India and other countries where the Company conducts business. Estimates made with regard to market size of various segments and their respective rates of growth are internal estimates made by the management.

INDUSTRY STRUCTURE AND DEVELOPMENT

India undertook some key structural initiatives over the last few quarters to build strength across macro-economic parameters for sustainable growth in the future. The step to demonetize certain currency notes in November 2016 and the implementation of a uniform Goods & Services Tax regime in July 2017, did lead to a temporary slow-down during FY18. Nevertheless, India remains one of the fastest growing large economies, with GDP estimated to grow by about 6.7% during FY18. There are some green shoots visible in the early part of FY19. An uptick in investment, revival in manufacturing activity and gains in capital goods production supported by turning consumption demand, is expected to boost growth. The International Monetary Fund has projected a growth rate for India of 7.4% during 2018. Inflation has remained largely under control over the last few years. While this may continue to do so, there could be near term challenges with the recent rise in international crude oil prices, higher MSP announced in the last Union Budget and spending prior to elections due in 2019. At US$ 2.3 trillion, India is the seventh largest economy in the world and would add US$ 600-900 billion over the next five years even with a modest 5% to 7% growth rate.

With a population of 1.3 billion, India''s domestic market offers immense growth opportunities. Though diverse, this demographic is expected to drive consumption as India''s economic indicators improve. Demographically, India is in the sweet spot with 44% of its population in the working age group of 25-59 years. This ratio is expected to improve over the next decade and will boost consumption. India is also urbanizing rapidly. This is integral to economic development with India''s urban areas contributing majorly to its economy. Urbanization has reached about 31% and is seeing an uptrend on the back of semi-urban and a few rural areas transforming into urban/semi-urban riding improving infrastructure, education, healthcare facilities etc.

The distribution channel in India is getting leaner. Traditionally, there have been multiple intermediaries with goods from the factory moving through CFAs (Carrying and Forwarding Agents), distributors, super stockists, wholesalers and retailers. The implementation of GST has facilitated the movement of goods directly from a mother warehouse to a distributor. The increase in share of Modern Trade and Cash & Carry is making it increasingly possible for manufacturers to supply goods directly to these big box retailers.

Structural initiatives implemented by the Government are likely to benefit organized players in the long run. Over the years, the unorganized segment could circumvent labour laws, flout regulations and evade taxes. Streamlining corporate taxes and business regulations, curbing black money, implementing GST, among others has promoted the absorption of such businesses into the organised sector.

India has the second largest base of internet users and an explosion in mobile phone penetration has brought in large numbers of mobile first internet users. This is leading to a rapidly growing trend of online consumption. Demonetization has also exposed a huge section of the population to debit cards, credit cards and electronic payments. E-commerce companies are expanding into several segments and product categories thereby expanding the overall market.

India''s GDP per capita stands at about US$ 1700 and is on the threshold of an inflection at US$ 2000. It is expected that with the rise of per capita GDP to over USD 2000, discretionary spending will surge. With basic needs taken care of food expenditure as a percentage of total spend will decline while discretionary expenditure should rise. Consumers are also likely to be more discerning and demand superior quality. Demand for premium quality products will gather strength, with preference for branded products gaining ground.

Borosil Glass Works Limited conducts its operations in two business segments, namely its Scientific & Industrial Products Division (SIP) and its Consumer Products Division (CPD).

SIP caters to the needs of the Pharmaceutical, Research and Development, Education and Healthcare segments of the market. These industries are seeing a rapid move towards automation. This shift is improving productivity multifold and exponentially increasing the volumes of tests and analyses being conducted. New methodologies are being developed for sample preparation enabling multiple analyses. Consequently, there is a large market emerging for new equipment and other products. While traditionally the Company used to market glassware including a wide variety of scientific, industrial and pharmaceutical glass items sourced from both international and domestic markets, it is now seeing itself evolve from a glassware manufacturer to a provider of solutions to its customers for their laboratory and product needs. The Company has begun to market a range of Bench Top Equipment under the brand Labquest by Borosil. The Company has also begun developing a market for its laboratory glassware products in Africa, the Middle East and South East Asia.

CPD has been marketing microwaveable glassware products to consumers under the brand Borosil for over five decades. There is a definite trend in terms of increased disposable income of households, more nuclear families and changes in consumer lifestyle. Kitchen designs are improving (even as they might get smaller) and consumers are entertaining at home more often. This gives rise to the need for better kitchen equipment, storage solutions and serving products that are more elegant while still performing efficiently. Borosil products seek to empower their consumers with just that, in accordance with our tag-line "performs beautifully".

With a rising consciousness against plastic in the country, there is a gradual shift of storage of food items from plastic containers to glass/ stainless steel substitutes. The state government of Maharashtra recently took an admirable step in banning certain types of plastic in order to preserve a cleaner environment and help protect public health. Borosil is focused on providing its consumers a range of non-plastic solutions for kitchen storage, dining and in the To-Go segment with its Glass Lunch Boxes & Jars, Larah Opal Tableware and Hydra Stainless Steel Flask range.

RISKS AND CONCERNS

(a) Macro Economic Factors: In situations of economic constraints, items that are in the nature of discretionary spending are the first to be curtailed. Factors such as low GDP growth and high food inflation can result in postponement of purchase or down-trading from premium to mass market products.

(b) Changing Customer Preferences: Demand can be adversely impacted by a shift in customer and consumer preferences. The Company keeps a close watch on changing trends and identifies new product lines that it can offer its customers.

(c) Competition: With low entry barriers, there could be an increase in the number of competing brands. Counter campaigning and aggressive pricing by competitors (including e-commerce players buying sales through heavy discounting) have the potential of creating a disruption. China could be a source of low cost products in addition to grey market imports. The Company brand "BOROSIL" enjoys a first mover advantage and significant brand equity. Marketing investments to further strengthen the brand may mitigate the impact of aggressive competition.

(d) Growth of Online as a new channel: New brands are being launched online. With increased online penetration distributor relationships may no longer remain a critical success factor. The Company has listed its products on major e-tailer marketplaces and has also launched its own e-commerce portal www.myborosil.com.

(e) New Product Launches: New products may not find very favorable acceptance by consumers or may fail to achieve sales targets. The Company has a systematic outside-in infighting and new product development process that helps in increasing the chances of new product success.

(f) Acquisitions: Acquisitions entail deployment of capital and may increase the challenge of improving returns on investment, particularly in the short run. Integration of operations may take time thereby deferring benefits of synergies of unification. The Company contemplates acquisitions with a high strategic fit where it envisages a clear potential to derive synergistic benefits.

(g) Input Costs: Unexpected changes in commodity prices resulting from global demand and supply fluctuations as well as variations in the value of the Indian Rupee versus foreign currencies could lead to an increased cost base with a consequent impact on margins.

(h) Counterfeits: Counterfeits, pass-offs and lookalikes are a constant source of unfair competition for leadership brands.

(i) Volatility in Financial Markets: Investments in equity, debt and real estate markets are always subject to market fluctuation risks. The Company has reduced the size of its investment portfolio and is expected to park surplus funds primarily in safe, liquid assets.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate Internal Control Systems commensurate with its size and nature of business. Internal Audits are continuously conducted by an in-house Internal Audit department of the Company and Internal Audit Reports are reviewed by the Audit Committee of the Board periodically.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Since the Company is debt free, the overall financial performance was in line with the operational performance. In addition to the operational profit, the company also earns income from its investible funds.

Review of Operations - Consolidated for SIP and CPD:

During FY18 Borosil achieved Revenue from Operations of Rs, 436.0 crores as against Rs, 388.8 crores, registering a 12% growth.

During FY18, there was a slowdown in overall business activity in the economy in the wake of implementation of Goods and Services Tax (GST). While this will benefit organized players in the long run, there was some impact during FY18. The Company also undertook an upgradation and expansion of capacity of its manufacturing facility for the Larah brand. This resulted in some gaps in the supply chain and consequent loss of potential sales. With market channels having settled down post the GST roll out and the Larah plant stabilized, the company is well placed to accelerate growth during FY19.

During FY18 Borosil achieved an EBITDA of Rs, 59.5 crores, a growth of 46.5% over the previous year. Growth in revenues provided the Company with operating leverage and helped to expand the EBIDTA margin by 320 basis points from 10.4% in FY17 to a much healthier 13.6% in FY18.

Borosil''s Profit Before Tax (PBT) excluding profit from investments and exceptional items also grew by 57% from Rs, 28.4 crore in FY17 to Rs, 44.5 crore in FY18. During FY17, Borosil made a one-time exceptional gain of Rs, 90.9 crores from the acquisition of a piece of land from the company by Municipal Corporation of Greater Mumbai (MCGM).

During FY18, the SIP division including Klasspack achieved Net Revenue of Rs,187.1 crore, a growth of 17.0% over the previous year. In FY17, Borosil held Klasspack for 8 months in the year. Adjusting for Klasspack sales on a like to like basis, the SIP division''s revenue grew by ~11.0%.

This growth was somewhat subdued because the company passed on the benefits arising from the introduction of GST in July 2017 to its customers by reducing the prices of SIP division products. Over the years, Borosil''s SIP division has established leadership in the '' 235 crore lab glassware segment (internal estimates) with ~64% market share. The Company''s client list includes most well-known pharmaceutical players in the country, apart from government laboratories, microbiology, biotechnology and food & soil testing organizations and institutions of higher education. Its large network of customers ensures that the company has virtually no client concentration risk. The nature of business requires servicing clients with a very large range of SKUs (the Company has a catalogue of over 2000 SKUs). Given the low unit price of each item and being a rather small proportion of the consumables budget of pharmaceutical labs, clients are reluctant to have multiple supplier brands. Borosil enjoys an incumbent''s advantage with these customers. Moreover, the wide range of SKUs is not easy for a newcomer to offer as customers often demand immediate delivery with little or no demand forecasts. The Company has developed a strong 50 member sales team that keeps in touch with its customers, the scientists and technicians in the laboratories. This team promotes the company''s products, takes orders, assist with usage procedures and understand new needs. This reinforces Borosil''s branding and increases customer loyalty towards this low-value but critical range of items in laboratories across the country.

One of the company''s strategies is to sell more products to the same customers. Having established a strong equity for Borosil laboratory glassware with its customers, the Company has now introduced a range of products branded Labquest by Borosil range of Bench Top equipment. This launch has found ready acceptance and includes products such as Centrifuges, Shakers and Magnetic Stirrers. The Company estimates the market to be about Rs, 160 crores serviced predominantly by expensive imports and growing at about 8% to 10% per annum. Encouraged by the traction that Labquest has received from its customers, the Company has decided to bring greater focus to the design and development of a larger range of bench top equipment. In March 2018, the Board approved acquisition of 100% shares of Borosil Technologies Limited within which it intends to build design and development capability. The cost of acquisition was Rs, 1.4 Lacs. This facilitated convenient ownership of an incorporated entity without previous business activity or any liability. As volumes increase, Borosil Technologies might consider starting manufacture of some of the products in the Labquest range.

The Company has begun to build an additional avenue for sales through exports of its lab glassware products. The Middle East, Africa and South East Asia do not have dominant local brands and there is an opportunity to service these markets with Borosil''s advantage of a favourable India-based cost structure. With Indian pharmaceutical companies expanding operations in these geographies, lab personnel from India are expected to prefer using the brand with which they are familiar. Export revenues for the SIP division have grown from Rs, 1.4 crores in FY13 to Rs, 9.3 crores in FY18. To tap into the larger North American market, the company entered into a collaboration with Foxx Life Sciences in April 2018 to market premium laboratory glassware.

Klasspack:

Hitherto Borosil was marketing lab glassware to pharmaceutical companies for their research lab and quality control lab needs. With the addition of the Klasspack range to its portfolio, the Company is now servicing the glass packaging needs of these customers. Our customers now have another high quality choice for sourcing their glass packaging needs.

This market, estimated to be Rs, 500 crores has a single company having dominant market share. Klasspack is the second strong player and believes it can build a strong position for itself by providing Borosil''s pharmaceutical customers with another credible supplier. Borosil has invested about '' 27 crores post its acquisition of a 60.3% stake in Klasspack. This has been used to upgrade their production facility to world-class standards with clean rooms and automation of manufacturing and installation of camera inspection systems. Given the long lead times required to pass the stringent quality specifications to become an approved supplier there is a significant barrier to entry for future players. The Company has added many new customers and commenced the registering process with a number of other potential customers. The approval cycles could take between 6 months to 18 months. Klasspack achieved a revenue of Rs, 37.4 crore (net of intercompany sale) during FY18.

Consumer Products Division (CPD):

Borosil, India''s most well-known and trusted brand in microwaveable kitchenware, has expanded its product offering over the past few years. According to our internal estimate it commands a 60% national market share in the traditional microwaveable kitchenware segment through its established network of over 10,000 retail outlets as well as its presence in key Modern Retail stores, which gives this homemakers'' favourite brand a nationwide reach.

The modern homemaker is looking for convenience in the kitchen and is also more conscious about how she presents / serves meals at home. This is leading to a strong tail wind in the categories of storage, tableware and kitchen appliances. Our new range of products enjoy everyday use whereas usage of microwaveable glass kitchenware tends to be occasional. The Company has introduced a range of products that cover the entire process of preparation, cooking and serving that empower its consumers to perform more efficiently and present more beautifully.

The kitchen storage market is estimated to be '' 700 crore (organised only) and growing between 15% and 20% annually. Steel and plastics currently dominate this market. Steel being opaque is less convenient to use. Plastics are light and durable, but there is a growing awareness about the hazards of using plastics for storage and heating of foods as well as their negative environmental impact. Glass being inert makes it safe for all food handling and is also easily recyclable. Our containers can be used for storage, and its contents can be microwaved. They do not stain with Indian spices, are easily cleaned and look as good as new over long periods of time. Glass jars with a sealing function help to keep food fresh on kitchen shelves. Our range of lunch boxes allow office goers to microwave their lunch and eat a piping hot meal at work. This year, the strategy was supported by a "Lunch Box Campaign" with the tagline "No plastic, isliye fantastic". The storage solutions introduced by the company have received a good response.

The Company has introduced the "To-Go" Hydra range of food-grade stainless steel products. These include vacuum insulated stainless steel flasks and Hot-n-Fresh lunch boxes. These trendy flasks made of food-grade stainless steel keep food and beverages hot or cold all day.

Hopewell Tableware Private Limited (“Larah”):

In January 2016, the Company acquired 100% share in Hopewell Tableware Private Limited, whose products are sold under the brand ''Larah'', thus gaining participation in the fast growth Rs, 500 crore opal glass dinnerware market.

The modern homemaker is looking for elegantly designed and fashionable products that can be used frequently (daily use) without fear of damage. Larah offers a light, strong and chip resistant product range that caters to this consumer need. Additionally, the products are bone-ash free, making them vegetarian friendly.

This category has hitherto been dominated by a single player. Borosil sees an opportunity to invest in and grow Larah into a strong brand of choice for the consumer.

During FY17, the company focused on increasing Larah''s reach by leveraging Borosil''s existing network of over 10,000 retail outlets. Larah''s retail shelf presence could be quickly moved up from about 2500 stores to about 7500 stores. The growth initiative in FY17 was supported by a new advertising campaign highlighting the beauty and utility of Larah dinnerware. Having reaped some of the low hanging fruit in the previous year, the Company focused on enhancing product quality of the brand and improving production efficiency. In FY18, the company invested about Rs, 64 crore in capital expenditure towards adding capacity as well as upgrading the production lines to produce ''best-in-class'' opalware in a range of shapes and sizes.

The production shutdown that accompanied the enhancement of furnace capacity and upgrading the production lines, resulted in some supply gaps in the market, particularly during Q4FY18. This led to some loss of sales. During FY18, Larah achieved a turnover of Rs, 102.1 crore, a growth of 3.9% over its sales of Rs, 98.3 crore (including excise duty) in FY17 (Growth in revenue before excise duty was 14.7%). With the expansion completed and

production stabilized, sales are poised to increase at a faster rate during FY19.

The market for kitchen appliances is estimated at Rs, 9000 crore and growing at about 10% each year. The intensity of competition in the category is high. The company would thus be selective in introducing unique and differentiated products. It expects to leverage its kitchenware equity to help it to participate in the growth of the category, without having to play out an aggressive share gain strategy. In order to de-risk its strategy the company will use third party manufacturers in the short term to produce the products under Borosil''s brand.

Sales Channels:

Borosil has established a strong national distribution network for its CPD division. The company sells products to about 200 distributors who in turn service about 10,000 retailers. The company''s products are available in all major Modern Trade store chains. Sales through Modern Trade comprise about 20% of the consumer products sales. Currently the share of e-commerce is small. However, the channel is gaining momentum and could grow in significance in the years ahead. The company markets its products through marketplaces such as Amazon as well as its own e-commerce site, www.myborosil.com

Supply Chain:

In the SIP division, the Company sources its lab glassware products from Vyline Glass Works Ltd. (a related company), international suppliers and other domestic third parties. The SIP division is run as a profit center and its management is free to procure products from Vyline or anywhere else in the world. The Company has taken shareholder approval for a Scheme of Amalgamation (details provided in a later section) which the Company has filed with NCLT for its approval. Upon implementation of the Scheme, Vyline will be absorbed into Borosil Glass Works Ltd, thus obviating the need for a related party transaction.

The instrumentation range under the brand LabQuest is currently manufactured through third parties. Based on the growing demand for these products, the Company may commence own manufacturing for some of these products in FY19 through its 100% subsidiary, Borosil Technologies Ltd. The pharma packaging range, under the brand Klasspack is produced at Klasspack''s own factory at Nashik.

Klasspack has adequate manufacturing capacity to handle growth in the near to medium term. It currently operates on a single shift. The manufacturing facility is however likely to require investments of about Rs, 10-15 crore each year over the next few years for continuous upgrading of the plant.

In the CPD division, the microwaveable glass products are sourced through third parties, including through imports. Some of the products (comprising glass tumblers, decorative glass products etc.) are procured from Vyline. Similar to the SIP division, this is done at arm''s length pricing and Vyline competes with other third-party suppliers. The Larah range of opal-ware products is manufactured at the facilities of Hopewell at Jaipur.

During FY18, the Company invested about Rs, 64 crore in the Hopewell factory to expand capacity and modernize the plant to improve productivity. The increased capacity now enables the plant to produce about Rs, 150 to Rs, 175 crore of opalware. The plant is now expected to function with enhanced input-output yields from the furnace and reduced process losses on the new production lines. These are expected to help in improving margins.

The Company has received requisite permissions to build a brownfield new Fulfilment Centre adjacent to the Hopewell plant at Jaipur. The investment required is estimated to be about Rs, 50 crores. This consolidation will enable the company to ship goods to customers in full truck loads as opposed to partial truck loads and help in reducing freight costs. In addition, it will improve fill rates to Customers and also improve the response time to market demand. The project is likely to get implemented in the fourth quarter of FY19.

Operating Margins (EBITDA):

The EBITDA margin from operations during FY18 was 13.6%. Over the next two years the company expects to deliver an expansion in the EBITDA margin. This is likely to be achieved with increasing scale wherein fixed overheads and marketing expenses do not increase at the same pace as revenue. In addition, the upgrade at manufacturing facility for Larah is expected to contribute to better margins through higher efficiency and yield improvements from FY19. The new Fulfillment Centre will also result in optimization of freights from FY20. Upon approval of the proposed scheme of amalgamation by NCLT, EBITDA from the Vyline business will get added to the Company''s margins. Over the next two to three years, the Company expects to improve its EBITDA to about 15% to 20%.

(These operating margins are stated after excluding expenses which are directly resulting from the Investment related activities of the Company. A direct comparison with the profit and loss statement of the Company is thus not possible).

Capital Employed:

As on March 31, 2018, the company had operating capital employed of Rs, 366 crore (as compared to Rs, 337 crore on March 31, 2017). This excludes capital employed in non-core assets and treasury related investments made by the Company and its investment in Preference Shares of Gujarat Borosil Limited. Based on the above, the Company turned its capital employed 1.2X times during FY18.

In the SIP business the Company strategically holds a higher level of inventory. This is to ensure that its regional warehouses maintain stocks that enable Borosil to service its customers'' requirements within 24 hours. This service level differentiates Borosil from its competitors. Moreover, the cost of holding inventory is lower than the cost of losing sale.

As of March 31, 2018 the Company had Net Fixed Assets of Rs, 254 crores. During FY19, the company expects to invest about Rs, 50 crore in its new Fulfillment Centre at Jaipur. The ongoing capital expenditure of the Company is expected to be to the tune of about Rs, 15 to Rs, 20 crores each year, including upgrading of its Klasspack plant and repair of the furnace at the Larah factory once in two to two and half years.

In line with its new thinking on capital allocation, the Company has been executing a strategy of releasing capital from non-core assets over the last two years. During the year FY18, the Company realized Rs, 64 crore, upon disposal of residential property at Samudra Mahal in Worli, Mumbai. This has brought down the value of non-core assets on the books of the Company as of March 31, 2018 to Rs, 3.9 crores.

Investments / Surplus / Other Income:

During FY18, the company recorded other income of Rs, 27.3 crores as compared to Rs, 35.7 crores during FY17. As of March 31, 2018, the company had surplus funds of Rs, 265 crores in addition to an investment of Rs, 90 crores in preference shares of Gujarat Borosil Limited, a subsidiary company. These are invested in liquid funds, fixed maturity plans, bonds and debentures, equity arbitrage funds, alternate funds and real estate funds as per investment policy adopted by the Board of Directors.

During FY18, the Company has exited its equity exposures and substantially reduced its real estate exposures and has reinvested the monies in short maturity fixed income instruments with tenures matching business opportunities including strategic expansion(s) and for meeting other requirements of the Company / its subsidiaries companies.

ACQUISITIONS

On April 17, 2018 the Company acquired 100% Equity Shares of Borosil Technologies Limited (formerly known as Borosil Glass Limited), a closely held non-listed domestic public company for Rs, 1.4 Lacs, thereby making that Company a wholly owned subsidiary of our Company. Borosil Technologies Limited (formerly known as Borosil Glass Limited) had not recorded any turnover during the last 3 years. The CompanyRs,s promoters or entities controlled by the promoters were holding 100% shareholding in the said Company.

Borosil Technologies Limited (formerly known as Borosil Glass Limited) will design, develop and assemble laboratory bench top equipments and instruments such as shakers, stirrers, mixers, centrifuges, digestors etc. The manufacturing facility will be initially set up at Pune.

On May 28, 2018 the Company acquired 100% Equity Shares of Acalypha Realty Limited (formerly known as Borosil International Limited), a closely held non-listed domestic public company for Rs, 0.45 Lacs, thereby becoming a wholly owned subsidiary of the Company. Acalypha Realty Limited (formerly known as Borosil International Limited) had not recorded any turnover during the last 3 years. The Company''s promoters or entities controlled by the promoters were holding 100% shareholding in the said Company. This Company will develop/unlock value of some property currently owned by Borosil Glass Works Limited.

SHARE CAPITAL

The Paid-up Capital of the Company is Rs, 2,31,00,000/- and Authorised Capital of the Company is Rs, 12,00,00,000/-.

During the year under review, the Company has made alteration in capital clause of the Memorandum of Association of the Company as a result of sub-division of equity shares of the Company.

Sub Division/Split of Equity Shares of the Company

The Shareholders of the Company at their Annual general Meeting held on August 10, 2017 approved sub division/ split of the face value of the shares of the Company from Rs, 10/- per share to 10 shares of face value of Rs, 1/- per share. The said sub division was effected from September 15, 2017.

Scheme of Amalgamation and Arrangement:

As Shareholders are aware in Q3FY17, the Board of Directors of the Company approved a scheme of amalgamation of Hopewell Tableware Private Limited (HTPL), Fennel Investment and Finance Private Limited (FIFPL) and Vyline Glass Works Ltd (VGWL) into Borosil Glass Works Ltd (BGWL). Subsequently, November 25, 2016 was fixed as an ''Appointed Date'' for the said Scheme, which is pending for approval with National Company Law Tribunal (NCLT). Between November 25, 2016 and now there have been a lot of changes in the circumstances and hence the Board of Directors of the Company after a review felt it necessary to withdraw the present Scheme and frame and adopt an altogether new Composite Scheme of Amalgamation and Arrangement. While doing so, it was also deemed fit to include Gujarat Borosil Limited (GBL) as a part of the aforesaid new Scheme.

After examination of various aspects and business expediencies, it was decided that Vyline Glass Works Limited, Fennel Investment & Finance Private Limited and Gujarat Borosil Limited will merge with our Company i.e. Borosil Glass Works Limited AND thereafter the existing business of BGWL (except liquid investments of Rs, 125 crores and 7.95 hectares of land), along with business of VGWL, will demerge into Hopewell Tableware Private Limited which will be renamed to represent BGWL''s business. The present BGWL after demerger will be renamed to represent GBL''s Solar glass business.

The new scheme would:

a) Result in simplification of the group structure by eliminating cross holdings.

b) Confer shares in each business to each existing shareholder of all the companies thereby giving them an opportunity to participate in both the businesses. i.e. scientific & industrial products and consumer products businesses of BGWL and solar business of GBL. They will be able to decide whether to stay invested or monetize their investment in either of the businesses thereby unlocking value for the shareholders.

c) Enable each business to pursue growth opportunities and offer investment opportunities to potential investors.

d) Result in economies in business operations, provide optimal utilization of resources and greater administrative efficiencies.

Gujarat Borosil Limited is a subsidiary of our Company and is engaged in the business of manufacturing and marketing of tempered glass for application in the solar power sector. The said Company also produces patterned glass for architectural applications. Shareholders of GBL other than BGWL and FIFPL will receive shares in the ratio of 1:8 in the existing BGWL as also 1:10 no of shares in HTPL (post demerger) against each share in BGWL.

VGWL, held (99.54%) by the promoters of BGWL, is in the business of manufacturing glass and glass products, which it supplies primarily to BGWL. Under the new Scheme, Shareholders of VGWL will receive shares in the ratio of 100:162 in the existing BGWL as also 1:10 no of shares in HTPL (post demerger) against each share in BGWL.

FIFPL is an associate company of BGWL and registered as a Non-Banking Financial Institution. It is held by BGWL and the promoters of BGWL. Shareholders of FIFPL other than BGWL and VGWL will receive shares in the ratio of 100:218 in the existing BGWL as also 1:10 no of shares in HTPL (post demerger) against each share in BGWL.

HTPL is engaged in the business of manufacturing and marketing of opal tableware items and is presently a wholly owned subsidiary of BGWL. BGWL shareholders, while retaining their existing holding, will also receive 1 share in HTPL (post demerger) against 10 shares held in BGWL. HTPL will be listed on BSE and NSE post completion of the Scheme.

The share exchange ratio has been arrived at as per a valuation report by SSPA & Co, Chartered Accountants. A fairness opinion has been provided by M/s Keynote Corporate Services Ltd.

The amalgamation will eliminate cross holdings among group companies and simplify the group structure. A key rationale is the reduction in related party transactions in the current operations. This Scheme will also make available a part of the funds required for impending expansion project of GBL.

Thus, under the aforesaid new Scheme, shareholders of GBL, VGWL and FIFPL will get shares both in existing BGWL (which will be renamed) and in the existing HTPL (which will be renamed) after demerger of BGWL business (along with business of VGWL) into HTPL.

Gujarat Borosil Ltd:

Gujarat Borosil is the only manufacturer of solar glass in India. During the year FY18, the company recorded a turnover of '' 199.8 crores, a growth of 6.1% over the previous year. The EBITDA margin of the company during FY18 was 18.6%, down from 25.3% in FY17. However, the previous year''s financials include a one-time gain, while FY18 had certain one-time non-recurring expenses. Profit After Tax during FY18 was Rs, 7.0 crore.

Profit before finance cost, depreciation, exceptional items and tax during FY18 was at Rs, 39.1 Crore as compared to Rs, 47.9 Crore (which included a one-time refund of Rs, 5.6 crore from GAIL) in the previous year. Moreover, suspension of production, undertaken to carry out hot running repairs to the furnace, and trials to manufacture 2mm fully tempered glass during FY18, caused an output loss valued at over Rs, 5.0 crore. On a like-to-like basis, profit before finance cost, depreciation, exceptional items and tax increased by about 4.2% over the previous year.

The company has a strong R&D team and a state of the art manufacturing facility located at Bharuch. The company has achieved a high degree of innovation to drive down total cost of ownership for its end customers. Its glass ensures high light transmission, with anti-reflective coating to increase efficiency. Gujarat Borosil faces competition from Chinese suppliers. In August 2017, the India imposed anti-dumping duty on solar glass imported from China. It is also considering imposition of anti-dumping duty on imports from Malaysia. The company believes that in order to secure their supply chain, its customers would always maintain an alternative source of supply from an Indian company.

During FY18, Gujarat Borosil has obtained approvals from testing agencies for its new product - 2mm tempered solar glass, a first in the world. Consequent to the testing some customers have placed trial orders. Given its advantages of lower weight, higher light transmission and longer life, this 2 mm tempered solar glass is expected to generate strong demand in the medium term.

India currently has about 12 GW of solar energy installations. The Government of India is providing a big impetus to solar energy and has set an objective of 100 GW from solar by 2022. Gujarat Borosil has a capacity to service about 1 GW per year. The company has thus drawn up a plan to increase its capacity to service 2.3 GW per year. The company is examining a mix of various options to finance this expansion.

Outlook:

In the SIP business, the Company expects to maintain its dominant market leadership in the lab glassware segment in India. The market is expected to grow at 8% to 10%. The Company has also begun to grow an international franchise and will focus on The Middle East, Africa, South East Asia and USA. Two new avenues of growth are being built through the introduction of LabQuest for lab instrumentation and the entry into the pharma packaging segment with Klasspack. The Company has made a transition from a being a single brand in laboratory glassware in India to offering three brands catering to laboratory glassware, laboratory instrumentation and pharma packaging while opening up the international market for laboratory glassware. Overall the SIP division is expected to grow at 12% to 15% in the medium term.

In the CPD business, the company expects to maintain its share in the kitchen microwaveable glass segment. The Company expects a significant portion of its growth to come from the glass storage segment by tapping into conversions from steel and plastic storage containers to glass and from Opalware dining products. In Opalware the Company will build the equity of its brand Larah and participate in market growth as well as improve market share. In the medium to long term, the company will experiment with making introductions of innovative products in the kitchen appliances segment. The Company also sees an opportunity in the emerging Vaccum Insulated Stainless Steel segment wherein there is a gradual shift of the users from plastic to non-plastic alternatives.

The Company''s CPD business has grown from occasional use microwaveable products under a single brand serviced primarily through general trade to a wider portfolio of daily-use brands, including glass storage, dinnerware and appliances that reach its consumers through multiple channels including general trade, modern trade and e-commerce. The Company expects the CPD business to grow by 15% to 20% in the medium term.

With improving scale and continued focus to drive efficiencies, the Company expects to achieve EBITDA margins between 15% and 20% over the next 2-3 years.

The Company has a strong balance sheet and surplus cash on hand. It will leverage this to look for inorganic opportunities with a strategic fit. In the solar glass business, the company expects to ride the strong tail wind in the solar power industry. The Company''s current capacity and planned expansion will service a very small portion of the Government of India''s targeted installations. As the only domestic supplier of solar glass, the Company expects to continue to see robust growth.

Material Development in Human Resources, Industrial Relations and number of people employed

The Company believes that talent and culture have to be nurtured as a source of competitive advantage. The Company has initiated several steps to build a strong culture and institution. The Company intends to increasingly nurture the concept of Home Grown Management.

The Company has developed an overall organizational strategy to achieve growth aspirations of the organization, which is popularly known as VISION 2020, through deliberation by a Steering Committee comprising of the Managing Director and Functional heads. This also has been communicated across all the employees.

Based on its vision and strategic goals, the Company has evolved the desired set of deliverables & competencies for all employees. Employee development plans are being aligned on the basis of business needs and desired competencies gap of individuals in order to achieve desired business goals. Similarly, all new recruitments are also made on the basis of this set of competencies.

The Company is building a performance oriented culture with merit based rewards and recognition.

The Company, as a part of its program for upgrading skills of its employees, arranges various training programs for executives at various levels including functional and soft skills training. During the year, the Company has arranged a number of development initiatives that include:

1. Consultative Value Engagement & Value Selling for Science & Industrial Products.

2. Accelerated Sales Force Performance for Consumer Products.

3. Finance for Marketing Professional of Consumer Products.

The Company has also devised various employee benefit policies that are revised from time to time. In order to maintain a work life balance and to encourage team interaction beyond work, the Company organizes various events including an event known as ''Unwind'' on a bi-monthly basis and various other employee engagement initiatives driven by team known as "Umang".

The Company has also put in place a Code of Business Ethics.

The Company had 218 office staff / managerial personnel employed as on March 31, 2018 in various offices/locations. In addition, there were 10 retainers and 2 trainees in different fields.

BOROSIL EMPLOYEE STOCK OPTION SCHEME 2017

At the Annual General Meeting of the Company held on August 10, 2017, the shareholders approved formulation and implementation of Borosil Employee Stock Option Scheme 2017 and the total number of options approved was 11,55,000 (Eleven lacs fifty five thousand).

During the year under review, the Nomination and Remuneration Committee at its meeting held on November 02, 2017 granted 90,927 options under Borosil Employee Stock Option Scheme 2017 to select group of employees of the Company and its Subsidiaries, which can be vested as per vesting schedule. During the year 2017-18, there has been no exercise of stock options.

Disclosures with respect to Employees Stock Option Scheme of the Company is attached as ''Annexure A''.

SUBSIDIARY & ASSOCIATES

As on March 31, 2018, the Company had two wholly owned subsidiaries namely:

Borosil Afrasia FZE (Free Zone Establishment) in Jebel Ali Free Zone situated in Dubai in United Arab Emirates (UAE).The said FZE is engaged in the business of marketing the Company''s products in the Middle East and African markets.

Hopewell Tableware Private Limited engaged in the business of manufacture and marketing of opal glassware with a factory in Jaipur, Rajasthan.

Further, Borosil Afrasia FZE has incorporated a Limited Liability Company namely Borosil Afrasia Middle East Trading LLC. As per UAE law, foreign entities are entitled to hold a maximum of 49% shares in an LLC, accordingly, Borosil Afrasia FZE holds 49% shares in the said LLC.

Subsequently, the Company acquired two more wholly owned subsidiaries namely:

Borosil Technologies Limited (formerly known as Borosil Glass Limited) - with effect from April 17, 2018.

Acalypha Realty Limited (formerly known as Borosil International Limited) - with effect from May 28, 2018.

The Company has one more subsidiary namely Klass Pack Private Limited (Klasspack), in which the Company holds 60.3% share; the said company is in the process of making a Right Issue of Equity Shares to meet cost of its expansion plans. Klasspack is engaged in the manufacture and supply of pharmaceutical vials and ampoules to the Pharmaceutical industry for over 15 years and has its manufacturing facilities at Nashik, Maharashtra.

Gujarat Borosil Limited (GBL) was an associate company of the Company till May 6, 2018 by virtue of their holding of more than 20% of the equity share capital in the Company. However, in view of amendment of Section 2(87) of the Companies Act, 2013, which defines ''Subsidiary Company'', GBL has become a subsidiary of the Company effective from May 07, 2018, as the Company controls more than one-half of the total voting power in GBL.

Fennel Investment and Finance Private Limited is an associate company of the Company by virtue of its holding of more than 20% of the equity share capital in the company.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the website of the Company at http://www.borosil.com/doc_files/Policy%20for%20Determining%20Material%20Subsidiaries.pdf

PERFORMANCE OF SUBSIDIARY & ASSOCIATES Hopewell Tableware Private Limited:

During FY18, the company achieved Revenue from Operations of Rs, 102.1 crores as against Rs, 99.4 crores in FY17, registering a growth of 2.7%. The Company''s Loss After Tax Reduced from Rs, 12.8 crores in FY17 to Rs, 7.5 crores in FY18.

Klasspack Private Limited:

During FY18, the company achieved Revenue from Operations of Rs, 40.5 crores as against Rs, 24.3 crores in FY17, registering a growth of 67%. Figure for previous years are not comparable as Borosil acquired this company in July, 2016.

The Company''s Loss After Tax was Rs, 0.3 crores in FY18 against Profit of Rs, 0.5 crores in FY17.

Borosil Afrasia FZE:

During FY18, the company achieved Revenue from Operations of Rs, 0.8 crores as against Rs, 0.9 crores in FY17.

The Company''s Loss After Tax Reduced from Rs, 0.9 crores in FY17 to Rs, 0.7 crores in FY18.

Gujarat Borosil Limited:

During FY18, the company achieved Revenue from Operations of Rs, 199.8 crores as against Rs, 188.3 crores in FY17, registering a growth of 6.1%. The Company''s Profit After Tax (PAT) was Rs, 7.0 crores in FY18 against Rs, 14.1 crores in FY17.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 129(3) of Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company, along with Borosil Afrasia FZE (Subsidiary), Borosil Afrasia Middle East Trading LLC (Step down subsidiary) Hopewell Tableware Private Limited (Subsidiary), Klasspack Private Limited (Subsidiary), Gujarat Borosil Limited (in which the Company exercises control more than 50% of the voting rights as per Indian Accounting Standard (Ind- AS) 110) and Fennel Investment and Finance Private Limited (associate company). Apart from standalone annual accounts, consolidated accounts, Statement containing salient features on financial statements of subsidiary in Form AOC 1, the individual standalone financial statement of all subsidiary/associate as mentioned above will be uploaded on the website of the Company as per Section 136 of the Companies Act, 2013.

The Company will provide a copy of separate audited financial statements in respect of its subsidiaries to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary companies.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards (Ind-AS) viz. Ind- AS 110,117,112 and 28 issued by the Institute of Chartered Accountants of India, forms part of this Annual Report.

Listing of Equity Shares of the Company on National Stock Exchange of India Limited

During the year under review on December 28, 2017, the Company made an application with the National Stock Exchange of India Limited (NSE) for listing of 2,31,00,000 Equity Shares of the Company on the said exchange. With effect from May 25, 2018 the said shares were listed and admitted to dealings on NSE.

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

The Board of Directors of the Company met five times during the year on May 13, 2017; August 10, 2017; November 02, 2017; February 08, 2018 and March 30, 2018.

Independent Directors

The Company has four Independent Directors namely Mr. U.K. Mukhopadhyay, Mr. Naveen Kumar Kshatriya, Mr. S. Bagai and Mrs. Anupa R. Sahney, all of them having tenure upto March 31, 2019.

Declaration by Independent Directors

The Company has received declaration of independence in terms of Section 149(7) of Companies Act, 2013 from the above mentioned Independent Directors.

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

Under Section 178 of the Companies Act, 2013, the Company has prepared a policy on Director''s appointment and Remuneration. The Company has also laid down criteria for determining qualifications, positive attributes and independence of a Director. The Remuneration policy is attached herewith as an ''Annexure B'' to this report.

The Company has formulated a Policy relating to remuneration for the Directors, Key Managerial Personnel and other employees. This is available on the website of the Company at http://www.borosil.com/doc_files/Policy%20relating%20to%20remuneration%20for%20the%20Directors,%20Key%20Managerial%20Personnel%20and%20other%20employees.pdf

Familiarization Programme for Independent Directors

A Familiarization programme was prepared by the Company about roles, rights and responsibilities of Independent Directors in the Company, nature of industry in which the Company operates business model of the Company, etc., which was presented to Independent Directors on February 08, 2018.

The details of the above programme are available on website of the Company at http://www.borosil.com/doc_files/Familiarization%20 Programme%20for%20Independent%20Director-2018.pdf

Formal Annual Evaluation The Formal Annual Evaluation has been made as follows:

In compliance with the Companies Act, 2013 and Regulations 17, 19 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.

1. Manner of effective evaluation:

The Company has laid down evaluation criteria separately for the Board, Independent Directors, Directors other than Independent Directors and various committees of the Board in the form of questionnaire.

Evaluation of Directors

The criteria for evaluation of Directors (including the Chairman) include parameters such as willingness and commitment to fulfill duties including attendance in various meetings, high level of professional ethics, contribution during meetings and timely disclosure of all the notice/details required under various provisions of laws.

Evaluation of Board and its various committees

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law or SEBI (LODR) Regulations, 2015 to be placed before the Board, have been placed, the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, whether the Board regularly reviews the investors grievance redressal mechanism and related issues, Board facilitates the independent directors to perform their role effectively etc.

The criteria for evaluation of committee include taking up roles and functions as per its terms of reference, independence of the committee, policies which are required to frame and properly monitored its implementation, whether the committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc.

Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

2. Evaluation of the Board was made at a Separate Meeting of Independent Directors held under Chairmanship of Mr. U.K. Mukhopadhyay, Lead Independent Director (without attendance of Non-Independent Director and members of the management) on March 30, 2018.

3. The performance evaluation of following committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Share Transfer Committee

was done by the Board of Directors at its meeting held on March 30, 2018. However, evaluation of Stakeholders Relationship Committee was done by the Board of Directors at its meeting held on May 30, 2018.

4. Performance evaluation of Non-Independent Directors namely Mr. B. L. Kheruka, Mr. P.K. Kheruka, Mr. Shreevar Kheruka and Mr. V. Ramaswami was done at a Separate Meeting of Independent Directors.

5. Evaluation of Independent Directors namely Mr. U. K. Mukhopadhyay, Mr. Naveen Kumar Kshatriya, Mr. S. Bagai and Mrs. Anupa R. Sahney was done (excluding the Director who was evaluated) by the Board of Directors'' of the Company at its meeting held on March 30, 2018.

6. In addition, the Nomination and Remuneration Committee has carried out evaluation of every Director''s performance at its meeting held on March 30, 2018 as required under Section 178 (2) of Companies Act, 2013.

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

APPOINTMENT / RE-APPOINTMENT OF DIRECTOR

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. P. K. Kheruka (DIN 00016909) retires by rotation and, being eligible, offers himself for re-appointment.

Mr. Rajesh Kumar Chaudhary has been appointed as Additional Director, Whole Time Director and Key Managerial Personnel with effect from April 01, 2018.

Mr. V. Ramaswami, Whole Time Director of the Company retired from the Company with effect from March 31, 2018. The Board placed on record its appreciation for his valuable contribution to the Company during his tenure as a Whole Time Director

Brief details of the Director being appointed/ re-appointed have been incorporated in the Notice of Annual General Meeting.

Except as stated above, there is no other change in the composition of the Board of Directors and Key Managerial Personnel during the year under review.

KEY MANAGERIAL PERSONNEL

There is a change in the Key Managerial Personnel (KMP) of the Company with effect from April 1, 2018 as mentioned below.

KMP of the Company under Section 203 of the Companies Act, 2013 are as follows:

Sr. No.	Name	Designation
1	Mr. Shreevar Kheruka	Managing Director and Chief Executive Officer
2	Mr. Swadhin Padia	Chief Financial Officer
3	Ms. Gita Yadav	Company Secretary & Compliance Officer
4	Mr. Rajesh Kumar Chaudhary	Whole Time Director with effect from April 01, 2018

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company''s website, ''www.borosil.com''. The Directors and senior management personnel have affirmed their compliance with the Code for the year ended March 31, 2018.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July 2006.

There are no unclaimed deposits.

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT POLICY

The Company faces various risks in the form of financial risk, operational risks etc. The Company understands that it needs to survive these risks in the market and hence, has made a comprehensive policy on Risk Management.

RELATED PARTY TRANSACTIONS

The Company entered into various Related Party Transactions during the financial year which were in the ordinary course of business. The Company places before the Audit Committee all transactions that are foreseen and repetitive in nature on a quarterly basis.

The Company has formulated a policy on dealing with Related Party Transactions. This is available on the website of the Company at http://www.borosil.com/doc_files/Related%20Parties%20Transaction%20Policy.pdf

Particulars of Contracts or Arrangements entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an ''Annexure - C'' to this Report.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects in the areas of Education, Health and protection of sites of historical importance, which were in accordance with Schedule VII of the Companies Act, 2013. The Company contributed:

1. Rs, 1,00,000/- to Shri Ram Krishnan Cancer Hospital, Deoband, Uttar Pradesh for construction of pathology laboratory at hospital.

2. Rs, 1,00,000/- to Ramakrishna Mission, Khetri, Rajasthan for restoring ashrama building sanctified by Swami Vivekananda.

3. Rs, 7,60,532 to Manav Seva Mandal for its Global Parli project, which has been spent on:

i) Rs, 1,00,000/- for providing library books at Moha School.

ii) Rs, 5,50,000/- for constructing toilets / urinals at Moha School.

iii) Rs, 62,532/- for refurbishing computers / laptops at Moha School.

iv) Rs, 48,000/- for providing Android Tablet and its education contents at Moha School, Dist. Beed, Maharashtra.

4. Rs, 75,00,000/- to Borosil Foundation which in turn contributed to :

a. JSW Foundation an amount of Rs, 50,00,000/- for its sports promotion project carried out by Indian Institute of Sport, (Vijayanagar, Karnataka), an Institution which is creating a cutting edge sporting facility a training centre for Indian Athlete for participating in international competitions like Olympic.

b. Saat Saath Arts an amount of Rs, 15,00,000/- towards cost of shipping and logistics of the artworks of the exhibition that will be part of the Sculpture Park at Madhavendra palace, Nahargarg Fort, Jaipur, Rajasthan.

c. Friends of Tribal Society an amount of Rs, 10,00,000/- to contribute towards cost of running 50 One Teacher School (OTS) called as Ekal Vidyalaya for imparting education in tribal areas.

In terms of Section 135 of the Companies Act, 2013 and Rules made thereunder, the Company has constituted CSR committee comprising the following members:

1. Mr. B.L. Kheruka

2. Mr. Shreevar Kheruka

3. Mr. U.K. Mukhopadhyay (resigned with effect from April 12, 2018)

4. Mr. Naveen Kumar Kshatriya

5. Mr. S. Bagai (appointed with effect from April 12, 2018)

out of which Mr. U.K. Mukhopadhyay, Mr. Naveen Kumar Kshatriya and Mr. S. Bagai are Independent Directors.

a. The CSR Committee of the Board of Directors indicates the activities to be undertaken by the Company (within the framework of activities as specified in Schedule VII of the Act) during the particular year.

b. recommends to the Board the amount of expenditure to be incurred during the year under some of the activities covered in the Company''s CSR Policy.

c. monitors the said Policy.

d. ensures that the activities as included in CSR Policy of the Company are undertaken by it in a phased manner depending on the available opportunities.

COMPANY’S CSR POLICY

The Board of Directors of the Company has approved the CSR Policy as recommended by the CSR Committee. This has been uploaded on the Company''s website at http://www.borosil.com/doc_files/Corporate%20Social%20Responsibility.pdf

INITIATIVES TAKEN BY THE COMPANY DURING THE YEAR

The 2% of the net profits of the Company during the immediate three preceding financial years amounts to Rs, 83,87,000/-. The Company has contributed a sum of Rs, 84,60,532/- during the year.

The Company has jointly with Hopewell Tableware Private Limited (HTPL), wholly owned subsidiary and Gujarat Borosil Limited (GBL), a subsidiary of the Company constituted a Trust namely - ''Borosil Foundation'' with the main objective of making CSR contributions by the Company, HTPL and GBL, from time to time. During the year under review the Company has contributed '' 75,00,000/- to Borosil Foundation which in turn contributed to other Trusts and Foundations.

An Annual Report on CSR activities in terms of Section 134 (3) (o) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an ''Annexure D'' to this Report.

Reason for non-spending balance CSR contribution: Not applicable POSTAL BALLOT

During the year under review, your Company sought the approval of the Shareholders on the following Resolution for National Company Law Tribunal (NCLT) Convened Meeting notice dated September 25, 2017:

"Approval of the Scheme of Amalgamation of Hopewell Tableware Private Limited (''HTPL'' or ''the Transferor Company 1''), Vyline Glass Works Limited (''VGWL'' or ''the Transferor Company 2'') and Fennel Investment and Finance Private Limited (''FIFPL'' or ''the Transferor Company 3'')with Borosil Glass Works Limited (''BGWL'' or ''the Transferee Company'') and their respective shareholders and creditors."

The results on the voting conducted through Postal Ballot process were declared on November 17, 2017. Further, details related to the Postal ballot procedure adopted, voting pattern and result thereof have been provided under the General meeting section of ''Report on Corporate Governance''.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT 9 is attached as an ''Annexure E'' to this Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has Whistle Blower Policy to deal with instances of fraud and mismanagement.

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower Policy to deal with instance of fraud and mismanagement. The details of the Policy is explained in the Corporate Governance Report, which form part of this Annual Report and also posted on the website of the Company at www.borosil.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditors have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Act.

AUDITORS’ REPORT

The Statutory Auditor''s Report for the financial year 2017-2018 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143 of the Act.

AUDITORS

M/s. Pathak H.D. & Associates, Chartered Accountants, were appointed as Statutory Auditors of your Company for a term of five years from the conclusion of the 53^rd Annual General Meeting held on August 10, 2016 till the conclusion of the 58^th Annual General Meeting. Since then, proviso to sub-section (1) of Section139 of the Companies Act, 2013, which provided for ratification every year, has been deleted. However, since the resolution passed on August 11, 2016 contains such requirement, it has been decided, as a major of abundant caution, to have ratification of appointment Statutory Auditors, done by the members for the entire unexpired period.

COST RECORDS AND AUDIT

Under the Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. CETA headings under which Company''s products are covered are not included. Hence, maintenance of cost records and cost audit provisions are not applicable to the Company as of now.

SECRETARIAL AUDIT

Secretarial Audit Report dated June 18, 2018 by Mr. Virendra Bhatt, Practising Company Secretary (CP no.124) is attached herewith as an ''Annexure F'' to this Report. The Secretarial Audit Report does not contain any qualification, reservations, observations or adverse remark by the Secretarial Auditors. Hence, there is no need of any explanation from the Board of Directors.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

I. Dividend

During the year under review, the Company had transferred '' 16,16,425/- Unpaid and Unclaimed Interim dividend for the financial year 2010-2011 to the Investor Education and Protection Fund (IEPF) on December 12, 2017.

There is an unpaid final dividend for the financial year 2010-11 which is due to be transferred to IEPF within 30 days from September 16, 2018, which is the last date for claiming the said unpaid dividend. The Company will transfer the amount within the due date.

II. Shares

During the year under review, the Company has transferred 4,29,080 Equity Shares of '' 1/- each held in 371 records in respect of which dividend have not been claimed by the shareholders for a period of more than seven years, to the Demat Account of the IEPF Authority, the details of records are as under:

a. Physical - 3 records, 4,250 Equity Shares

b. CDSL - Nil records, Nil Equity Shares

c. NSDL - 368 records, 4,24,830 Equity Shares

However, Shareholder can claim from IEPF Authority both unclaimed dividend amount and the shares transferred to IEPF Demat Account, by making an application in Form IEPF-5 online on the website www.iepf.gov.in and by complying with requisite procedure.

DIRECTORS’ RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual Accounts and also on the basis of the 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 had been followed along with proper explanation relating to material departures;

(b) that we had 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 and loss of the Company for that period;

(c) that we had taken proper and sufficient care 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) that we had prepared the annual accounts on a going concern basis;

(e) and that we, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

A statement on Particulars of Loans, Guarantees and Investments is attached as an ''Annexure G'' to this Report read with note 8, 9, 13 and 17 to the financial statements.

EMPLOYEES’ SAFETY

The Company is continuously endeavouring to ensure safe working conditions for all its employees.

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

The Company has in place a Policy for Prevention Prohibition and Redressal of Sexual Harassment at work place which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted an Internal Complaint Committee for its Head Office and branch/sales offices under Section 4 of the captioned Act. No complaint has been filed before the said committee till date. The Company has filed an Annual Report with the concerned Authority in the matter.

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and Directors is attached as an ''Annexure H''.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as an ''Annexure I''.

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

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo during the year are as under:

(Rs, in lacs

Foreign exchange earnings	1138.96
Foreign exchange outgo	4055.65

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on Board and General Meetings. The Company has complied with all the applicable provisions of the Secretarial standards.

OTHER DISCLOSURES:

o No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

- There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

- There is no change in the nature of business.

- No Director is in receipt of any remuneration or commission from any of its subsidiaries. o No relative of director was appointed to place of profit.

- As per Regulation 32(4) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 deviation of proceeds of public issue is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation received from the Employees, Customers and last but not least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

B. L. Kheruka

Place : Mumbai Chairman

Date : June 18, 2018 DIN 00016861

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Mar 31, 2017

To

The Members of

BOROSIL GLASS WORKS LIMITED

The Directors present their Fifty Fourth Annual Report and the Audited Financial Statement for the year ended March 31, 2017. FINANCIAL RESULTS

(Rs, in lacs)

	Year ended 31.03.2017	Year ended 31.03.2016
Revenue from Operations	26,700	22,221
Other Income	3,498	3,540
Profit for the year before Finance cost, Depreciation and exceptional items	5,403	2,150
Less: Finance Cost	117	116
Less: Depreciation & Amortization Expenses	581	532
Profit before Exceptional Items	4,704	1,502
Less: Exceptional Item	(9,088)	-
Profit Before Tax	13,792	1,502
Less: Tax expenses	1,123	(55)
Profit for the year	12,669	1,557
Other Comprehensive Income	885	833
Total Comprehensive Income for the year	13,555	2,390

DIVIDEND

The Board of Directors recommends a dividend of Rs, 25/- per equity share of Rs, 10/- each for the year ended March 31, 2017 aggregating Rs, 5.78 crores.

REVIEW OF OPERATIONS

During FY17, your Company achieved Revenue from Operations of Rs, 267.0 crores as against Rs, 222.2 crores in FY16, registering a strong growth of 20.2%.

The Company’s Operational Profit Before Tax (PBT) grew by 67% from Rs, 22.6 crores in FY16 to Rs, 37.6 crores in FY17.

The Company earned Other Income of Rs, 35.0 crores during FY17 (mainly from investments) as compared to Rs, 35.4 crores in FY16.

The Company recorded a Profit Before Tax of Rs, 47.0 crores (before exceptional item) as compared to Rs, 15.0 crores in FY16, a growth of 213%. During FY17 the Company made a one-time exceptional net gain of Rs, 90.9 crores from the acquisition of a piece of land from the company by Municipal Corporation of Greater Mumbai (MCGM).

Profit After Tax (PAT) recorded a growth of 130% from Rs, 15.6 crores in FY16 to Rs, 35.8 crores in FY17. After including the one-time gain in FY17, the growth in PAT was 714%.

A detailed Management Discussion and Analysis, which inter-alia covers the following, forms part of the Annual Report.

- Industry Structure and Development

- Risks and Concerns

- Adequacy of Internal Controls

- Analysis of Segment Wise Performance

- Scheme of Amalgamation

- Other Corporate Developments

- Outlook

- Material Development in Human Resources and Industrial Relations including number of people employed

MANAGEMENT DISCUSSION AND ANALYSIS

This discussion covers the financial results and other developments during April, 2016 - March, 2017 in respect of the Consolidated Results of Borosil comprising its Scientific & Industrial Products Division (SIP) and its Consumer Products Division (CPD). These include the financials of Borosil Glass Works Limited, Hopewell Tableware Private Limited (100% subsidiary), Klasspack Private Limited (60.3% subsidiary), Borosil Afrasia FZE (100% subsidiary) and Fennel Investment and Finance Private Limited (an associate company). The consolidated entity has been referred to hereinafter as “Company” or “Borosil”. A brief overview of the business of Gujarat Borosil Limited is provided separately.

The financials of the company have been prepared in accordance with Indian Accounting Standards (IND ASs). The financials of FY16 have been restated accordingly wherever necessary.

Some statements in this discussion pertaining to projections, estimates, expectations or outlook may be forward looking. Actual results may however differ materially from those stated on account of various factors such as changes in government regulations, tax regimes, economic developments, exchange rate and interest rate movements, impact of competing products and their pricing, product demand and supply constraints within India and other countries where the Company conducts business. Estimates made with regard to market size of various segments and their respective rates of growth are internal estimates made by the management.

INDUSTRY STRUCTURE AND DEVELOPMENT

Notwithstanding sluggish global growth in recent years, the Indian economy has shown robust growth. It continues to be one of the fastest growing large economies. A large domestic market and sector diversity helps to insulate the country from external shocks. Both the World Bank and the International Monetary Fund have projected growth rates of over 7.0% in India’s GDP over each of the next three years. India could thus be considered one of the engines for global growth. On a US$ 2.3 trillion base, India would add US$ 600-900 billion over the next 5 years even with a modest 5% - 7% growth rate.

Prime Minister Narendra Modi’s, Bharatiya Janata Party (BJP) won a sweeping mandate in the last general elections in 2014 resulting in a single party rule at the central government as opposed to coalition rule for the first time in 30 years. This has given this administration the opportunity to govern without the drag of coalition politics. It is seen as pro-business and pro-reform. A stable and forward looking government is expected to drive several positive economic changes. Current and fiscal deficits have been lowered and inflation has been moderate this year aided by better agricultural output as well as lower international crude oil prices. Prevalence of high inflation had prevented India from softening interest rates. Interest rates had reached a high of 14.5% during CY13. These have since declined to about 11% and are expected to come down further to about 10% giving a boost to investment demand.

Public and private investment driven GDP growth is expected to see a rise in the per capital income. On a Purchasing Power Parity (PPP) basis its per capital income is about $ 6000 per year. Rising income is leading to an upward mobility with about 150 million expected to be added to the middle class by 2025 creating a large consumer market in India (Source: Boston Consulting Group). India has the largest youth population with about 356 million between 10-24 years of age. It is expected that 64% of the population will be working age by 2021 giving India the advantage of a demographic dividend. The reduced expenditure on dependents will increase the ability to save as well as enable individuals to spend more on discretionary consumption, education, entertainment with a wider variety and higher value of purchases. India is seeing a rapid trend in urbanization. Its urban population is expected to increase by about 300 million over the next 30 years. India has the second largest base of internet users and an explosion in mobile phone penetration has brought in large numbers of mobile first internet users. This is leading to a rapidly growing trend of online consumption.

From the financial year 2017-18, India is expected to witness the benefit of two very significant economic policy developments. A constitutional amendment has paved the way for the long awaited and transformational Goods and Services Tax (GST). It is expected to be implemented by July, 2017. It will create a common Indian market leading to a simplification of taxation, eliminate the cascading effect of multiplicity of taxation and widen the tax base through improved compliance. On November 8, 2016 the government “demonetized” the two largest denomination currency notes. This 86% of the currency in circulation ceased to be legal tender. These were to be deposited in banks by December 30, 2016. The aim was to curb corruption, counterfeiting and accumulation of “black money” generated from income that had not been declared to tax authorities. While this led to short term inconvenience and hardship, demonetization has the long term potential of reducing corruption, greater digitization of the economy and greater formalization of the economy.

Borosil Glass Works Limited conducts its operations in two business segments, namely its Scientific & Industrial Products Division (SIP) and its Consumer Products Division (CPD).

SIP caters to the needs of the Pharmaceutical, Research and Development, Education and Healthcare segments of the market. These industries are seeing a rapid move towards automation. This shift is improving productivity multifold and exponentially increasing the volumes of tests and analyses being conducted. New methodologies are being developed for sample preparation enabling multiple analyses. Consequently, there is a large market emerging for new equipment and other products. Traditionally the Company used to market glassware including a wide variety of scientific, industrial and pharmaceutical glass items sourced both from international and domestic markets. Changing with market needs, it has now begun to see itself evolve from a glassware manufacturer to a solutions provider to its customers for their laboratory and product needs. A beginning has been made through the marketing of HPLC vials, Liquid Handling Systems as well as Bench Top Equipment under the brand Labquest by Borosil.

CPD has been marketing microwaveable glassware products to consumers. There is a definite trend in terms of increased disposable income of households, more nuclear families and changes in consumer lifestyle. Kitchen designs are improving (even as they might get smaller) and consumers are entertaining at home more often. This gives rise to the need for kitchen and serving products that perform more efficiently and are at the same time more elegant. Borosil products seek to empower their consumers with just that, in accordance with our tag-line “performs beautifully”. With a rise in health consciousness in the country, there is a gradual shift from storage of food items in plastic to glass containers. The Company now markets Larah by Borosil, a range of opal tableware products, a glass storage range and has introduced a range of kitchen appliances to exploit these opportunities.

RISKS AND CONCERNS

(a) Macro Economic Factors: In situations of economic constraints, items which are in the nature of discretionary spending are the first to be curtailed. Factors such as low GDP growth and high food inflation can result in postponement of purchase or down-trading from premium to mass market products.

(b) Changing Customer Preferences: Demand can be adversely impacted by a shift in customer and consumer preferences. The Company keeps a close watch on changing trends and identifies new product lines that it can offer its existing customers.

(c) Competition: With low entry barriers, there could be an increase in the number of competing brands. Counter campaigning and aggressive pricing by competitors (including e-commerce players buying sales through heavy discounting) have the potential of creating a disruption. China could be a source of low cost products in addition to grey market imports. The Company brand “BOROSIL” enjoys a first mover advantage and significant brand equity. Marketing investments to further strengthen the brand may mitigate the impact of aggressive competition.

(d) Growth of Online as a new channel: New brands are being launched online. With increased online penetration distributor relationships may no longer remain a critical success factor. The Company has listed its products on major e-tailor marketplaces and has also launched its own e-commerce portal www.myborosil.com.

(e) New Product Launches: New products may not find very favorable acceptance by consumers or may fail to achieve sales targets. The Company has a systematic outside-in infighting and new product development process which helps in increasing the chances of new product success.

(f) Acquisitions: Acquisitions entail deployment of capital and may increase the challenge of improving returns on investment, particularly in the short run. Integration of operations may take time thereby deferring benefits of synergies of unification. The Company contemplates acquisitions with a high strategic fit where it envisages a clear potential to derive synergistic benefits.

(g) Input Costs: Unexpected changes in commodity prices resulting from global demand and supply fluctuations as well as variations in the value of the Indian Rupee versus foreign currencies could lead to an increased cost base with a consequent impact on margins.

(h) Counterfeits: Counterfeits, pass-offs and lookalikes are a constant source of unfair competition for leadership brands.

(i) Volatility in Financial Markets: Investments in equity, debt and real estate markets are always subject to market fluctuation risks. The Company has reduced the size of its investment portfolio and is expected to park surplus funds primarily in safe, liquid assets.

Adequacy of Internal Financial Controls

The Company has adequate Internal Control Systems commensurate with its size and nature of business. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, suitable corrective actions are taken and thereby controls are strengthened. These Internal Audit reports are reviewed by the Audit Committee.

Review of Operations - Consolidated for SIP and CPD

During FY17 Borosil achieved Revenue from Operations of Rs, 388.8 crores as against Rs, 234.7 crores, a strong growth of 66%. FY17 includes inorganic revenue of Rs, 121.8 crores. The organic growth during FY17 was a robust 20.2%.

During FY17 Borosil achieved an EBITDA of Rs, 43.2 crores, a growth of 60% over the previous year, in line with revenue growth. CPD made significant investments in brand building in FY17. EBITDA margin during the year was 11.5%. The Company expects to improve its EBITDA margin as it scales its operations in the coming years.

Other Income during FY17 was at Rs, 35.7 crore (mainly from investments) as compared to Rs, 35.1 crore in FY16.

Borosil’s Profit Before Tax (PBT) excluding profit from investments and exceptional items also grew by 3% from Rs, 24.0 crore in FY16 to Rs, 24.9 crore in FY17. During FY17, Borosil made a one-time exceptional gain of Rs, 90.9 crores from the acquisition of a piece of land from the company by Municipal Corporation of Greater Mumbai (MCGM).

Profit After Tax (PAT) recorded a growth of 37% from Rs, 23.5 crore in FY16 to Rs, 32.2 crore in FY17. After including the one-time gain (shown as exceptional item), the growth in PAT was 424%.

The Effective Tax Rate during FY17 was 6.5%. This was lower primarily on account of non-taxable earnings from the sale of longterm investments and Profit on Sale of Property, Plant and Equipments (shown as exceptional item).

ANALYSIS OF SEGMENT WISE PERFORMANCE

Scientific & Industrial Products Division (SIP)

Over the years, Borosil’s SIP division has established leadership in theRs,220 crore lab glassware segment (internal estimates) with nearly 60% market share. The Company’s client list includes most well-known pharmaceutical players in the country, apart from government laboratories, microbiology, biotechnology and food & soil testing organizations and institutions of higher education. Its large network of customers ensures that the company has virtually no client concentration risk. The nature of business requires servicing clients with a very large range of SKUs (the company has a range of over 2000 SKUs). Given low unit price of each item and being a rather small proportion of the consumables budget of pharmaceutical labs, clients are reluctant to have multiple supplier brands. Borosil enjoys an incumbent’s advantage with these customers. Moreover, the wide range of SKUs is not easy for a newcomer to offer as customers often demand immediate delivery with little or no demand forecasts. The Company has developed a strong sales team that keeps in touch with its customers, the scientists and technicians in the laboratories, to promote its products, take orders, assist with usage procedures and understand new needs. This reinforces Borosil’s branding and increases stickiness for this low-value but critical range of items in laboratories across the country.

As part of its strategy to market more products to existing customers, the Company introduced LabQuest, its brand of lab instrumentation, during the previous year. A significant portion of the approximatelyRs,150 crore market (growing at ~8% to 10%) is currently serviced by expensive imports. Borosil’s SIP has a strong team of over 50 sales persons who are trained to talk to customers about product and secure periodic contracts for Borosil lab glass as well as to discuss and introduce new products. The team has been able to generate trials and interest in LabQuest products such as Micro Centrifuges, Shakers and Magnetic Stirrers. Many new products will be introduced over the next few years as we understand our customers’ instrumentation needs better. While the assembly of these instrumentation products is outsourced, Borosil uses its technical expertise in assisting with product design.

The Company has begun to build an additional avenue for growth through exports of its lab glassware products. It intends to market the Borosil range in The Middle East, Africa and South East Asia. These markets do not have dominant local brands as yet and Borosil benefits from a favorable India-based cost structure. With Indian pharmaceutical companies expanding operations in these geographies, lab personnel from India are expected to prefer using the brand that they are familiar with. As a result of this focus, export revenues for the SIP division have grown from Rs, 1.4 crores in FY13 to Rs, 9.2 crores in FY17.

Acquisition of 60.3% stake in Klasspack

On July 29, 2016, the Company acquired 60.3% Equity Shares of Klasspack Private Limited a Nashik based manufacturer and marketer of Glass Ampoules and Tubular Glass Vials. Hitherto Borosil was marketing lab glassware to pharmaceutical companies for their research lab and quality control lab needs. With the addition of the Klasspack range to its portfolio, the Company can now service the product manufacturing glass packaging needs of their customers. With Borosil’s technological expertise in specialty glass production and Klasspack’s experience in world-class ampoule and tubular glass production, the Company’s pharmaceutical company customers get a high quality choice for sourcing their glass packaging needs.

During FY16 Klasspack had achieved a turnover of about Rs, 28 crore. The industry is quite fragmented and Klasspack is one of the leading players. It is the #2 player in the estimated Rs, 500 crore market for Glass Ampoules and Tubular Glass Vials. Klasspack provides Borosil’s pharmaceutical customers a credible alternative supplier. Its existing relationship with several pharmaceutical manufacturers helps the Company gain access to these customers and the equity of Borosil facilitates an evaluation opportunity. Borosil plans to invest to upgrade Klasspack’s production facility to world class standards with clean rooms, automatic manufacturing and camera inspection systems. Given the long lead times required to pass the stringent quality specifications to become an approved supplier there is a significant barrier to entry for future players. The Company has commenced the registering process with a number of potential customers. The approval cycles could take between 6 months to 18 months.

During FY17, the SIP division achieved Net Revenue of Rs, 136.6 crore, a growth of 14.7% over the previous year. Revenue from the international business was about Rs, 9.2 crore. The net revenue from Klasspack, an acquisition made in July 2016, during FY17 was about Rs, 22.6 crore.

Consumer Products Division (CPD)

Borosil, India’s most well-known and trusted brand in microwaveable kitchenware, has evolved in its products offering over the past few years. In the traditional microwaveable kitchenware segment, Borosil maintains a stronghold on the estimated Rs, 100 crore segment. It commands a 60% national market share (internal estimate). An established network of over 10,000 retail outlets as well as presence through key Modern Retail stores gives this homemakers’ favorite brand a nationwide reach.

The modern homemaker is looking for convenience in the kitchen and is also more conscious about how she presents / serves meals at home. This is leading to a strong tail wind in the categories of storage, tableware and kitchen appliances. These products also have everyday use as opposed to the occasional use of microwaveable glass kitchenware. The company has introduced a range of products that cover the entire process of cooking and serving that empower its consumers to perform more efficiently and present more beautifully.

The kitchen storage market is estimated to be Rs, 700 crore (organized only) and growing between 15% and 20% annually. This is currently dominated by steel and plastics. Steel suffers from being aesthetically inferior and being opaque is less convenient to use. Plastics are light and durable, but there is a growing awareness about the hazards of using plastics for storage of foods and worse to microwave in it. Glass inert property makes it safe. It can be aesthetically designed and containers can be used for storage, be microwaved, easily cleaned and look as good as new over long periods of time as it does not stain with Indian spices. Glass storage products can be designed without being unduly heavy. The company has introduced a range of storage products and has received a good response. These include lunch boxes that have made it very convenient for office goers to microwave and eat their meals at office. Glass jars with a vacuum sealing function are helping to keep foods fresh on the kitchen shelves in consumers’ homes. Borosil’s strategy is to create a shift towards adopting glass for storage through building awareness about the advantages of glass.

Acquisition of Hopewell Tableware Pvt Ltd (“Larah”)

In January 2016, the Company acquired 100% share in Hopewell Tableware Pvt Ltd, owners of the brand Larah. With Larah the Company has gained participation in the fast growth Rs, 300 crore opal glass market. The modern homemaker is looking for elegantly designed and fashionable products that can be used frequently (daily use) without fear of damage. Larah offers a light, strong and chip resistant product range that caters to this consumer need. Additionally, the products are bone-ash free, making them vegetarian friendly.

Hitherto the category has been dominated by a single player, La Opala. Borosil sees an opportunity to invest in and grow Larah into a strong brand of choice for the consumer. It has launched an advertising campaign which highlights the beauty and utility of Larah dinnerware. The tag line of this campaign is “Khaane ko banaaye khaas”.

During FY16, Larah had achieved a turnover of about Rs, 55 crore. The advertising campaign together with leveraging the company’s distribution reach of ~10,000 retailers and relationships with large format stores has gave Larah a fillip during FY17 with sales reaching Rs, 99.4 crore.

The market for kitchen appliances is estimated at Rs, 9,000 crore and growing at about 10% each year. Competitive intensity in the category is also high. The company would thus be selective in introducing unique and differentiated products. It expects to leverage its kitchenware equity to help it to participate in the growth of the category, without having to play out an aggressive share gain strategy. In order to de-risk its strategy the company will use third party manufacturers in the short term to produce the products under Borosil’s brand.

Sales Channels

Borosil has established a strong national distribution network for both its SIP and CPD divisions. The Company sells products to about 200 distributors who in turn service about 10,000 retailers. The Company’s products are available in all major Modern Trade store chains. Sales through Modern Trade comprise about 20% of the consumer products sales. The Canteen Stores Department (CSD) which is a channel for households of the armed forces is a customer. With e-commerce as a channel gaining momentum, the Company markets its products through marketplaces such as Amazon as well as its own e-commerce site, www.myborosil.com

Supply Chain

In the SIP division, the Company sources its lab glassware products from Vyline Glass Works Ltd. (a promoter held company), international companies and other domestic third parties. The SIP division is run as a profit center and its management is free to procure products from Vyline or anywhere else in the world. The instrumentation range under the brand LabQuest is manufactured through third parties. The pharma packaging range, under the brand Klasspack is produced at Klasspack’s own factory at Nashik.

In the CPD division, the microwaveable glass products are sourced through third parties, including through imports. Some of the products (comprising glass tumblers, decorative glass products etc.) are procured from Vyline. Similar to the SIP division, this is done at arm’s length pricing and Vyline competes with other third party suppliers. The Larah range of opal-ware products are manufactured at the facilities of Hopewell at Jaipur.

The Company has proposed a scheme of amalgamation. Under the scheme it is envisaged that Fennel Investment and Finance Pvt. Ltd., Vyline Glass Works Ltd and Hopewell Tableware Pvt Ltd will be merged into Borosil Glass Works Ltd.

Klasspack has adequate manufacturing capacity to handle growth in the near to medium term. It currently operates on a single shift. Moreover, a part of the consideration paid by the company to acquire 60.3% stake has been by way of a primary infusion to carry out balancing of manufacturing lines and fund working capital.

The Hopewell facility can currently service approximatelyRs,100 crore of sales. The Company is making investments to expand capacity and modernize the plant to improve productivity. An investment of about Rs, 60 crore is planned which would enable the plant to increase its output to about Rs, 150 crore. Simultaneously, this investment will improve the quality of final product and enhanced yields are expected to help in improving margins.

The company plans to invest in a new warehouse (approximately Rs, 30 crores). This is expected to improve freight efficiencies for the CPD division by combining dispatches of the Borosil range and the Larah by Borosil range and thus creating full truck-loads. These efficiencies in Larah manufacturing and in freight are likely to get implemented by the fourth quarter of FY18.

Operating Margins (EBITDA)

The EBITDA margin during FY17 was 11.5%. This was achieved after absorbing stepped up its advertising and sales promotion expenses during the year. The ASP to Sales stood at 6.4%. Over the next two years the company expects to deliver an expansion in the EBITDA margin. This is likely to be achieved with increasing scale wherein fixed overheads and marketing expenses do not increase at the same pace as revenue. In addition, the Company is upgrading its manufacturing facility for Larah which will lead to efficiency and yield improvements. Investment is a new warehouse will also result in optimization of freights. A proposed scheme of amalgamation (discussed in a later section) will also lead to EBITDA from the Vyline business getting added to the Company’s margins. Over the next two to three years, the Company expects to improve its EBITDA to about 15% to 20%.

(These operating margins are stated after excluding expenses which are directly resulting from the treasury related activities of the Company. A direct comparison with the profit and loss statement of the Company is thus not possible).

Capital Employed

As on March 31, 2017, the Company had operating capital employed ofRs,300 crore (as compared toRs,230 crore on March 31, 2016). This excludes capital employed in non-core assets and treasury related investments made by the Company and its investment in Preference Shares of Gujarat Borosil Limited. Based on the above, the Company turned its capital employed 1.3X times during FY17.

In the SIP business the Company strategically holds a higher level of inventory. This is to ensure that its regional warehouses maintain stocks that enable Borosil to service its customers’ requirements within 24 hours. This service level differentiates Borosil from its competitors. Moreover, the cost of holding inventory is lower than the cost of losing sale.

As of March 31, 2017, the Company had Net Fixed Assets of Rs, 219 crores. As mentioned in the section on Supply Chain, the company plans to invest Rs, 90 crores in enhancing capacity of opal-ware and building a new warehouse. This investment is likely to take care of the Company’s near to middle term fixed assets requirements.

The Company has decided to release capital from non-core assets. This is in line with the Company’s evolving new thinking on capital allocation. During the year FY17, the Municipal Corporation of Greater Mumbai (MCGM) acquired a piece of land from the Company for which it received a compensation of Rs, 90.9 crore. As of March 31, 2017, the Company has non-core fixed assets of Rs, 62.2 crore. The Company intends to dispose these assets (primarily real estate) as soon as it can receive appropriately priced valid offers.

Investments / Surplus / Other Income

During FY17, the Company recorded other income of Rs, 35.7 crore as compared to Rs, 35.1 crore during FY16. The Company utilized part of its cash surplus to make a buyback of its shares and acquire Hopewell in Q4FY16. In addition it acquired 60.3% in Klasspack in July, 2016. In December, 2016, the Company realized Rs, 90.9 crore from the acquisition of a real estate property from it by MCGM. As of March 31, 2017 the Company had surplus funds of Rs, 210 crore. These are invested in financial assets such as fixed income mutual funds, equity mutual funds and real estate funds.

In the past the Company believed that it would not require its surplus funds in the near to medium term and had hence invested these monies in a mix of debt and equity funds with the objective of maintaining the purchasing power of the funds (earn a return at least equal to inflation). Given the Company’s growth plans, including through the inorganic route, the Company intends to retain its war-chest of Rs, 210 crore. It will actively look for opportunities to unwind its positions in equity funds and real estate funds and maintain all surplus funds primarily in fixed income mutual funds.

SHARE CAPITAL

The Paid-up Capital of the Company is Rs, 2,31,00,000/- and Authorized Capital of the Company is Rs, 12,00,00,000/-.

Discussion on Financial Performance with respect to operational performance

Since the Company is debt free, the overall financial performance was in line with the operational performance, except that, the Company has income from its investible funds.

Scheme of Amalgamation

In Q3FY17 the board of the company approved a scheme of amalgamation to transfer all the assets and liabilities of Hopewell Tableware Pvt Ltd (HTPL), Fennel Investment and Finance Pvt Ltd (FIFPL) and Vyline Glass Works Ltd (VGWL) into Borosil Glass Works Ltd (BGWL). HTPL engaged in the business of manufacturing and marketing opal tableware items, is a wholly owned subsidiary of BGWL so no shares will be issued to the shareholders of HTPL under the scheme.

FIFPL is an associate company of BGWL and registered as a Non-Banking Financial Institution. It is held by BGWL and the promoters of BGWL. Shareholders of FIFPL will be issued 10 equity shares of BGWL for every 207 equity shares of FIFPL held.

VGWL, held by the promoters of BGWL, is in the business of manufacturing glass and glass products which it supplies primarily to BGWL. Shareholders of VGWL will be issued 4 equity shares of BGWL for every 65 equity shares of VGWL held.

The share exchange ratio was arrived at as per a valuation report and an addendum thereto by SSPA & Co, Chartered Accountant. A fairness opinion including an addendum was provided by M/s Keynote Corporate Services Ltd.

The amalgamation will eliminate cross holdings among group companies and simplify the group structure. A key rationale is the reduction in related party transactions in the current operations. The merger of HTPL, FIFPL and VGWL would lead to consolidation of the entities and business operations of HTPL and VGWL with BGWL which will result in reduction in costs for administration, legal and compliance and lead to greater general administrative efficiency and optimal utilization of various resources.

The scheme of amalgamation is subject to various requisite approvals including that of shareholders, creditors, Securities and Exchange Board of India, BSE Limited and the jurisdictional High Court. The scheme would become effective thereafter and the Company expects this to be accomplished during H2FY18. Consequent to the scheme becoming effective, BGWL’s issued and paid up equity shares will increase from 2.31 million to 2.51 million leading to a dilution of about 9%. The promoter shareholding in BGWL will increase from 74.28% to 76.28%.

After the scheme of amalgamation becomes effective, the profits and losses of Vyline will get consolidated in BGWL. Moreover, Gujarat Borosil Ltd., a manufacturer and marketer of solar glass which is held 25.25% by BGWL will become a 58.38% subsidiary of BGWL. Gujarat Borosil Ltd. is listed on BSE and had a market capitalization ofRs,553 crore at the close of trading on March 31, 2017.

Gujarat Borosil Ltd

Gujarat Borosil is the only manufacturer of solar glass in India. During the year FY17, the company recorded a turnover ofRs,188 crore. There was no growth over the previous year as the Company was running at full capacity. The EBITDA margin of the company during FY17 was 25.3%, up from 19.1% in FY16. Profit After Tax during FY17 wasRs,14.1 crore.

The company has a strong R&D team and a state of the art manufacturing facility located at Bharuch. The company has achieved a high degree of innovation to drive down total cost of ownership for its end customers. Its glass ensures high light transmission, with anti-reflective coating to increase efficiency. It has low iron content and the company has also developed the world’s first antimony free solar glass. Gujarat Borosil faces competition from Chinese suppliers. Given the government subsidies that Chinese companies receive they enjoy the advantage of an uneven playing field. Gujarat Borosil has a low cost of production and notwithstanding subsidies for Chinese suppliers is able to sell its product at a modest premium to the competition. The company believes that its customers would always maintain an alternative source of supply from an Indian company.

India’s currently has about 12 GW of solar energy installations. The Government of India is providing a big impetus to solar energy and has set an objective of 100 GW from solar by 2022. Gujarat Borosil has a capacity to service about 1 GW per year. The company has thus drawn up a plan to increase its capacity to service 2.3 GW per year. The company is examining a mix of various options to finance this expansion.

Other Corporate Developments

At its meeting held on May 13, 2017, the Board of Directors approved a proposal to sub-divide (split) the shares of the Company from a face value of Rs, 10/- per shares to 10 shares of a face value of Rs, 1/- per share. The approval is subject to the approval of the shareholders of the company. A lower face value per share is expected to bring down the quoted price per share on the stock exchange and facilitate increased access to the company’s shares to a larger number of retail investors. This may also provide additional liquidity to the company’s shares on the stock exchange.

People are the Company’s critical resource. In order to attract and retain the best talent relevant to the company’s plans and keep them highly motivated, it practices and continues to evolve best Human Resources strategies. The company has an incentive plan that rewards superior performance. In order to align senior management incentives with long term shareholder value objectives, the Board of Directors, at its meeting held on May 13, 2017 gave its go ahead to the company to develop an Employee Stock Option Plan (ESOP). The plan would be implemented after an approval from the shareholders of the Company.

Outlook

In the SIP business, the company expects to maintain its dominant market leadership in the lab glassware segment in India. The market is expected to grow at 8% to 10%. The company has also begun to grow an international franchise and will focus on The Middle East, Africa and South East Asia. Two new avenues of growth are being built through the introduction of LabQuest for lab instrumentation and an entry into the pharma packaging segment with the acquisition of 60.3% equity stake in Klasspack. Overall the SIP division is expected to grow 12% to 15% in the medium term.

In the CPD business the company expects to maintain its share in the kitchen microwaveable glass segment. The company expects a significant portion of its growth to come from the glass storage segment by tapping into conversions from steel and plastic storage containers to glass and from opalware dining products. In opalware the company will build the equity of its brand Larah and participate in market growth as well as improve market share. In the medium to long term, the company will experiment with making introductions of innovative products in the kitchen appliances segment.

The company has a strong balance sheet and surplus cash on hand. It will leverage this to look for inorganic opportunities with a strategic fit.

In the solar glass business, the company expects to ride the strong tail wind in the solar power industry. The company’s current capacity and planned expansion will service a very small portion of the Government of India’s targeted installations. As the only domestic supplier of solar glass, the company expects to continue to see robust growth.

Material Development in Human Resources, Industrial Relations and number of people employed

The Company believes that talent and culture can be nurtured into a source of competitive advantage. The Company has initiated several steps to build a strong culture and institution.

The Company has prepared and published its Vision Statement & Corporate Values. The Company has developed & published an overall organizational strategy to achieve growth aspirations of the organization for the next three years, through deliberation by a Steering Committee comprising the Managing Director and Functional heads.

Based on its vision and strategic goals, the Company has evolved the desired set of deliverables & competencies for all employees. Employee development plans are being aligned to the defined competencies in order to achieve desired business goals. Similarly, all new recruitments will also be made on the basis of this set of competencies.

The Company is building a performance oriented culture with merit based rewards and recognition.

The Company, as a part of its program for upgrading skills of its employees, arranges various training programs for executives at various levels including functional and soft skills training. During the year, the Company has arranged a number of development initiatives which include:

1. “Leadership Development Program” for Consumer Products Division.

2. Workshop on “MS Excel with an accounting perspective” for Support Division.

The Company has also devised various employee benefit policies which are revised from time to time. In order to maintain a work life balance and to encourage team interaction beyond work, the Company organizes various events including an event known as ‘Unwind’ on a bi-monthly basis and various other employee engagement initiatives driven by team known as “Umang”. The Company has also put in place a Code of Business Ethics.

The Company had 217 office staff / managerial personnel employed as on March 31, 2017 in various offices/locations. In addition, there were 10 retainers in different fields.

SUBSIDIARY & ASSOCIATES

The Company has two wholly owned subsidiaries namely:

Borosil Afrasia FZE (Free Zone Establishment) in Jebel Ali Free Zone situated in Dubai in United Arab Emirates (UAE).The said FZE is engaged in the business of marketing the Company’s products in the Middle East and African markets; and Hopewell Tableware Private Limited engaged in the business of manufacture and marketing of opal glassware with a factory in Jaipur, Rajasthan.

Further, Borosil Afrasia FZE has incorporated a Limited Liability Company namely Borosil Afrasia Middle East Trading LLC. As per UAE law, foreign entities are entitled to hold a maximum of 49% shares in an LLC, accordingly, Borosil Afrasia FZE holds 49% shares in the said LLC.

During the year, the Company acquired 60.3% shares in Klass Pack Private Limited (Klasspack) and with effect from July 29, 2016 it became a subsidiary of the Company. Klasspack is engaged in the manufacture and supply of pharmaceutical vials and ampoules to the Pharmaceutical industry for over 15 years and has its manufacturing facilities at Nashik, Maharashtra.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the website of the Company at http://www.borosil.com/doc_files/Policy%20for%20Determining%20Material%20Subsidiaries.pdf

The Company has two associate companies namely Gujarat Borosil Limited and Fennel Investment and Finance Private Limited by virtue of its holding of more than 20% of the respective equity share capital of those companies.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 129(3) of Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company, along with Borosil Afrasia FZE (Subsidiary), Hopewell Tableware Private Limited (Subsidiary), Klasspack Private Limited (Subsidiary), Gujarat Borosil Limited (in which the Company exercises control more than 50% of the voting rights as per Indian Accounting

Standard (Ind- AS) 110) and Fennel Investment and Finance Private Limited (associate company). Apart from standalone annual accounts, consolidated accounts, Statement containing salient features on financial statements of subsidiary in Form AOC 1, the individual standalone financial statement of all subsidiary/associate as mentioned above will be uploaded on the website of the Company as per Section 136 of the Companies Act, 2013.

The Company will provide a copy of separate audited financial statements in respect of its subsidiaries to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards (Ind-AS) viz. Ind-AS 110,117,112 and 28 issued by the Institute of Chartered Accountants of India, forms part of this Annual Report.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION ETC.

Board Meetings

The Board of Directors of the Company met five times during the year on May 30, 2016, August 11, 2016, November 25, 2016, February 09, 2017 and March 07, 2017.

Independent Directors

The Company has four Independent Directors namely Mr. U.K. Mukhopadhyay, Mr. Naveen Kumar Kshatriya, Mr. S. Bagai and Mrs. Anupa R. Sahney, all of them having tenure up to March 31, 2019.

Declaration by Independent Directors

The Company has received declaration of independence in terms of Section 149(7) of Companies Act, 2013 from the above mentioned Independent Directors.

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

Under Section 178 of the Companies Act, 2013, the Company has prepared a policy on Director’s appointment and Remuneration. The Company has also laid down criteria for determining qualifications, positive attributes and independence of a Director. The Remuneration policy is attached herewith as an ‘Annexure A’ to this report.

Familiarization Programme for Independent Directors

A Familiarization programme was prepared by the Company about roles, rights and responsibilities of Independent Directors in the Company, nature of industry in which the Company operates business model of the Company, etc., which was presented to Independent Directors on February 09, 2017.

The details of the above programme are available on website of the Company at http://www.borosil.com/doc_files/Familiarization%20 Programme%20for%20Independent%20Director-2017.pdf

Formal Annual Evaluation

The Formal Annual Evaluation has been made as follows:

1. The Company has laid down evaluation criteria separately for the Board, Independent Directors, Directors other than Independent Directors and various committees of the Board. The criteria for evaluation of Directors (including the Chairman) included parameters such as willingness and commitment to fulfill duties, high level of professional ethics, contribution during meetings and timely disclosure of all the notice/details required under various provisions of laws. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

2. Evaluation of the Board was made at a Separate Meeting of Independent Directors held under Chairmanship of Mr. U.K. Mukhopadhyay, Lead Independent Director (without attendance of Non-Independent Director and members of the management) on March 07, 2017.

3. The performance evaluation of following committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Share Transfer Committee

was done by the Board of Directors at its meeting held on March 07, 2017. However, evaluation of Stakeholders Relationship Committee was done by the Board of Directors at its meeting held on May 13, 2017.

4. Performance evaluation of Non-Independent Directors namely Mr. B. L. Kheruka, Mr. P.K. Kheruka, Mr. Shreevar Kheruka and Mr. V. Ramaswami was done at a Separate Meeting of Independent Directors.

5. Evaluation of Independent Directors namely Mr. U. K. Mukhopadhyay, Mr. Naveen Kumar Kshatriya, Mr. S. Bagai and Mrs. Anupa R. Sahney was done (excluding the Director who was evaluated) by the Board of Directors’ of the Company at its meeting held on March 07, 2017.

6. In addition, the Nomination and Remuneration Committee has carried out evaluation of every Director’s performance at its meeting held on March 07, 2017 as required under Section 178 (2) of Companies Act, 2013.

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

RE-APPOINTMENT OF DIRECTOR

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. B. L. Kheruka (DIN 00016861) retires by rotation and, being eligible, offers himself for re-appointment.

Brief details of the Director being re-appointed have been incorporated in the Notice of Annual General Meeting.

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

KEY MANAGERIAL PERSONNEL

There is no change in the Key Managerial Personnel of the Company.

Mr. Shreevar Kheruka is the Managing Director and Chief Executive Officer, Mr. Swadhin Padia is the Chief Financial Officer and Ms. Gita Yadav is the Company Secretary & Compliance Officer of the Company.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company’s website, ‘www.borosil.com’. The Directors and senior management personnel have affirmed their compliance with the Code for the year ended March 31, 2017.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July, 2006.

There are no unclaimed deposits.

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT POLICY

The Company faces various risks in the form of financial risk, operational risks etc. The Company understands that it needs to survive these risks in the market and hence, has made a comprehensive policy on Risk Management.

RELATED PARTY TRANSACTIONS

The Company entered into various Related Party Transactions during the financial year which were in the ordinary course of business. The Company places before the Audit Committee all transactions which are foreseen and repetitive in nature on a quarterly basis. The Company had also obtained approval of shareholders in the previous year for such Related Party Transactions which exceeded the threshold limits as mentioned under the Companies (Meetings of the Board and its Powers) Rules, 2013 or which were material in nature with Vyline Glass Works Limited and Gujarat Borosil Limited.

The Company has formulated a policy on dealing with Related Party Transactions. This is available on the website of the Company at http:// www.borosil.com/doc_ files/Related%20Parties%20Transaction%20Policy.pdf

Particulars of Contracts or Arrangements entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an ‘Annexure B’ to this Report.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has undertaken projects in the areas of Education, Health and protection of sites of historical importance, which were in accordance with Schedule VII of the Companies Act, 2013. The Company contributed:

1. Rs, 10,00,000/- to a project of Friends of Tribal Society for promoting education through ‘One Teacher School’ called ‘Ekal Vidyalaya’ for tribal children in rural areas.

2. Rs, 3,00,000/- to Samarth for its Lead India 2020 programme which imparts life skills, thinking skills, global skills, positive attitude with vision, mission & inculcating values among persons in the age group of 10 to 30 years, also known as “Aap Badho Desho Ko Badhao”.

3. Rs, 1,00,000/- to Shri Ram Krishna Cancer Hospital, Deoband, Uttar Pradesh for building construction and infrastructure of the hospital, purchasing equipment and accessories.

4. Rs, 2,00,000/- to Ramakrishna Mission, Khetri, Rajasthan for renovation of the historic ashrama building sanctified by Swami Vivekananda and to protect it from destruction.

5. Rs, 50,00,000/- to JSW Foundation to bear a part of running annual cost of Indian Institute of Sport, a brainchild of JSW group which is a training centre for supporting Indian athletes in Vijayanagar, Karnataka.

In terms of Section 135 of the Companies Act, 2013 and Rules made thereunder, the Company has constituted CSR committee comprising the following members:

1. Mr. B.L. Kheruka

2. Mr. Shreevar Kheruka

3. Mr. U.K. Mukhopadhyay

4. Mr. Naveen Kumar Kshatriya

out of which Mr. U.K. Mukhopadhyay and Mr. Naveen Kumar Kshatriya are Independent Directors.

a. The CSR Committee of the Board of Directors indicates the activities to be undertaken by the Company (within the framework of activities as specified in Schedule VII of the Act) during the particular year.

b. recommends to the Board the amount of expenditure to be incurred during the year under some of the activities covered in the Company’s CSR Policy.

c. monitors the said Policy.

d. ensures that the activities as included in CSR Policy of the Company are undertaken by it in a phased manner depending on the available opportunities.

COMPANY’S CSR POLICY

The Board of Directors of the Company has approved the CSR Policy as recommended by the CSR Committee. This has been uploaded on the Company’s website at http://www.borosil.com/doc_files/Corporate%20Social%20Responsibility.pdf

INITIATIVES TAKEN BY THE COMPANY DURING THE YEAR

The 2% of the net profits of the Company during the immediate three preceding financial years amounts toRs,73,12,000/-. The Company has contributed a sum of Rs, 66,00,000/- during the year. As such the Company could not contribute a sum of Rs, 7,12,000/-, as the Company was looking for genuine and socially useful opportunities, where the money could be fruitfully used. The Company will make every Endeavour to utilize its CSR expenditure budget during the current year.

The Company has jointly with Hopewell Tableware Private Limited (HTPL), wholly owned subsidiary and Gujarat Borosil Limited (GBL), a subsidiary of the Company constituted a Trust namely - ‘Borosil Foundation’ with the main objective of making CSR contributions by the Company, HTPL and GBL, from time to time. Further, the Company will contribute its future CSR contribution through the Borosil Foundation as and when said trust is fully operative.

An Annual Report on CSR activities in terms of Section 134 (3) (o) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an ‘Annexure C’ to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT 9 is attached as an ‘Annexure D’ to this Report.

VIGIL MECHANISM

The Company has Whistle Blower Policy to deal with instances of fraud and mismanagement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS’ REPORT

The Auditors’ Report for the year ended March 31, 2017 does not contain any qualification.

AUDITORS

M/s. Pathak H.D. & Associates, Chartered Accountants, were appointed as Statutory Auditors of your Company for a term of five years from the conclusion of the 53^rd Annual General Meeting held on August 11, 2016 till the conclusion of the 58^th Annual General Meeting, subject to the ratification of Members at each Annual General Meeting.

A written consent from them has been received along with a certificate that their appointment if made, shall be in accordance with the prescribed conditions and the said Auditors satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The resolution seeking ratification of their appointment has been included in the Notice of Annual General Meeting.

COST RECORDS AND AUDIT

Under the Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. CETA headings under which Company’s products are covered are not included. Hence, maintenance of cost records and cost audit provisions are not applicable to the Company as of now.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 13, 2017 by Mr. Virendra Bhatt, Practising Company Secretary (CP no.124) is attached herewith as an ‘Annexure E’ to this Report. Secretarial Audit Report does not contain any qualification.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount transferrable to the Investor Education and Protection Fund (IEPF) established by the Central Government in compliance with Section 124 of Companies Act, 2013 during the financial year 2016-17.

However, there is an unpaid dividend for the financial year 2010-11 which is due to be transferred to IEPF on November 26, 2017, the last date for claiming the unpaid dividend is on or before October 26, 2017. The Company will transfer the amount on the due date.

DIRECTORS’ RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual Accounts and also on the basis of the 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 had been followed along with proper explanation relating to material departures;

(b) that we had 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 and loss of the Company for that period;

(c) that we had taken proper and sufficient care 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) that we had prepared the annual accounts on a going concern basis;

(e) and that we, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

A statement on Particulars of Loans, Guarantees and Investments is attached as an ‘Annexure F’ to this Report read with note 8 and 13 to the financial statements.

EMPLOYEES’ SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

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

The Company has in place a Policy for Prevention Prohibition and Redressal of Sexual Harassment at work place which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted an Internal Complaint Committee for its Head Office and branch/sales offices under Section 4 of the captioned Act. No complaint has been filed before the said committee till date. The Company has filed an Annual Report with the concerned Authority in the matter.

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEEL), RULES, 2014

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and Directors is attached as an ‘Annexure G’.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as an ‘Annexure H’.

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

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo during the year are as under:

(Rs, in lacs)

Foreign exchange earnings	1,153.73
Foreign exchange outgo	3,270.99

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation received from the Employees, Customers and last but not least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

B. L. Kheruka

Place : Mumbai Chairman

Date : May 13, 2017 DIN 00016861

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Mar 31, 2015

Dear Members,

The Directors present their Fifty Second Annual Report and the Audited Financial Statements for the year ended March 31,2015. FINANCIAL RESULTS

(Rs. in lacs)

Year ended Year ended 31.03.2015 31.03.2014

Revenue from Operations 17,542 15,595

Other Income 6,600 4,076

Profit for the year before Finance cost, Depreci and exceptional item 7,348 5,023

Less: Finance Cost 25 50

Less: Depreciation & Amortisation Expenses 548 372

Profit before Exceptional Item 6,775 4,601

Less: Exceptional Item (NSEL write off) 422 435

Profit Before Tax 6,353 4,167

Less: Tax expenses 1,437 452

Profit for the year 4,916 3,715

Add: Balance as per last year 64,307 61,696

Amount available for Appropriation 69,223 65,411 Appropriations

Amount Transferred to General Reserve 500 400

Dividend on Equity Shares 751 601

Tax on above Dividend 153 102

Balance carried to Balance Sheet 67,819 64,307

DIVIDEND

The Board of Directors recommends a dividend of Rs. 25 /- per equity share for the year ended March 31,2015.

PERFORMANCE

Your Company has generated a business profit of Rs. 67.75 crores, (including profit of Rs. 26.91 crores from sale of fixed assets - net of expenses) (before tax and exceptional items) during the year under review. Hence, its business profit for the year is Rs. 40.84 crores as compared to Rs. 46.01 crores (before tax and exceptional items) in the previous year.

During the course of the year, the Company's operating profit grew from Rs. 13.43 crores to Rs. 17.80 crores.

The Company's efforts for organic as well as inorganic expansion both in India and abroad continues.

The Company has invested its investible funds of around Rs. 454 crores as on March 31,2015 as compared to Rs. 409 crores in the previous year in a mixture of Debt markets, Equity/Equity Linked Instruments, Bonds/Debentures, Convertible Preference Shares, Non-Convertible Redeemable Preference Shares, Real Estate, Opportunity based Funds, Real Estate Funds and Mutual Funds.

Scientific & Industrial Products Division (SIP)

The Financial Year 2014-15 has been a challenging year for SIP Division. The first six months of the year were relatively slow as far as business is concerned due to constraints in institutional funding basically consequent to formation of new Government. However, the demand from the industry especially pharmaceuticals was successfully converted to sales by the team which was able to register an overall growth of 17% during the year. New products groups have been received well by the Pharma Customers.

The Export team gained confidence in dealing with International clients which resulted in 44% growth over last year i.e. from Rs. 4.29 crores to Rs. 6.19 crores. The Company has been able to export to many new geographies. An international dealers meet was arranged in the month of November, 2014 which improved the perception of the International business houses towards the Company.

Consumer Products Division

The consumer products division has seen a growth of 10 % over the last financial year.

The Company's new range of products has been performing well. However, general market sentiment in the consumer sector has been depressed with the decline in footfalls in modern trade.

Apart from the product categories introduced by the Company in the previous years namely, Melamine dinnerware, Appliances and Home Decor, the Company also introduced more items namely, Glass container with lid under the sub brand Klip-n-store, Electric rice cooker as Digikook and Electric Kettles.

Exports of consumerware division during the year showed a marginal increase to Rs. 3.44 crores as compared to Rs. 3.20 crores in the previous year. The Company has made foray in the Middle East market through its subsidiary mentioned below. This apart, the Company, during the year explored new markets in U.S.A., Nepal and Singapore for its consumerware products as also looking for new export markets in Australia, Canada and Latin American countries, amongst others.

Exports

The overall exports of the Company during the year were Rs. 9.81 crores as compared to Rs. 7.49 crores during the previous year.

Investments

The Company has investments in various debt, equity and real estate instruments as per the Investment policy mandate approved by the Board. With the spurt in the equity market, the market value of equity components of the investment have gone up substantially during the year, although major portion of it remains unrealized and unbooked.

SHARE CAPITAL

The Paid up Capital of the Company is Rs. 3,00,60,000/- and Authorised Capital of the Company is Rs. 12,00,00,000/-.

SUBSIDIARY & ASSOCIATES

The Company has a wholly owned subsidiary namely Borosil Afrasia FZE (Free Zone Establishment) in Jebel Ali Free Zone situated in Dubai in United Arab Emirates (UAE).The said FZE is engaged in the business of marketing the Company's products in the Middle East and African markets.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the website of the Company at http://www.borosil.com/doc_files/Policy%20for%20Determining%20Material %20Subsidiaries.pdf

The Company has two associate companies namely Gujarat Borosil Limited and Fennel Investment and Finance Private Limited by virtue of its holding of more than 20% of the respective equity share capital of those companies.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 129(3) of Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company, along with Borosil Afrasia FZE (subsidiary), Gujarat Borosil Limited (in which the Company exercises more than 50% of the voting rights as per Accounting Standard 21) and Fennel Investment and Finance Private Limited (associate company). Apart from standalone annual accounts, consolidated accounts, Statement containing salient features on financial statements of subsidiary in form AOC 1, the individual standalone of all subsidiary/ associate as mentioned above will be uploaded on the website of the Company as per Section 136 of the Companies Act, 2013.

The Company will provide a copy of separate audited financial statements in respect of its subsidiaries to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23, AS 27 issued by the Institute of Chartered Accountants of India, forms part of this Annual Report.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION ETC.

Board Meetings:

The Board of Directors of the Company met seven times during the year on 29th May, 2014; 30th May, 2014; 13th August, 2014; 3rd November, 2014; 30th January, 2015 ; 5th March, 2015 and 24th March, 2015.

Appointment of Independent Directors:

The Company had in its last Annual General Meeting appointed four Independent Directors in the Company namely Mr. U.K. Mukhopadhyay, Mr. Naveen Kumar Kshatriya, Mr. S. Bagai and Mrs. Anupa R. Sahney for a period of five years i.e. upto 31st March, 2019 under the Companies Act, 2013.

Declaration by Independent Directors:

The Company has received declaration of independence in terms of Section 149(7) of Companies Act, 2013 from the above mentioned Independent Directors.

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

Under Section 178 of the Companies Act, 2013, the Company has prepared a policy on Director's appointment and Remuneration. The Company has also laid down criteria for determining qualifications, positive attributes and independence of a Director.

Familiarization Programme for Independent Directors:

A Familiarization programme was prepared by the Company about roles, rights and responsibilities of Independent Directors in the Company, nature of industry in which the Company operates business model of the Company, etc., which was presented to Independent Directors on 3rd November, 2014. The details of the above programme are available on website of the Company at http://www.borosil.com/doc_files/Familarisation%20Programme%20for%20 Independent%20Directors.pdf

Formal Annual Evaluation:

The Formal Annual Evaluation has been made as follows:

1. The Company has laid down evaluation criteria separately for Board, Independent Directors, Directors other than Independent Directors and various committees of the Board. The criteria for evaluation of Directors (including the Chairman) included parameters such as willingness and commitment to fulfill duties, high level of professional ethics, contribution during meetings and timely disclosure of all the notice/details required under various provisions of laws. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

2. Evaluation of the Board was made by a Separate Meeting of Independent Directors held under Chairmanship of Mr. U.K. Mukhopadhyay, Lead Independent director (without attendance of non - Independent Director and members of the management ) on 5th March, 2015.

3. The performance evaluation of all committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Share Transfer Committee

were done by the Board of Directors at its meeting held on 5th March, 2015. However, evaluation of Stakeholders Relationship Committee was done by the Board of Directors at their meeting held on 13th May, 2015.

4. Performance evaluation of non - Independent Directors namely Mr. B. L. Kheruka, Mr. P.K. Kheruka, Mr. Shreevar Kheruka and Mr. V. Ramaswami was done by Separate meeting of Independent Directors.

5. Evaluation of Independent Directors namely Mr. U.K. Mukhopadhyay, Mr. Naveen Kumar Kshatriya, Mr. S. Bagai and Mrs. Anupa R. Sahney was done (excluding the Director who was evaluated) by the Board of Directors of the Company at its meeting held on 5th March, 2015.

6. In addition, the Nomination and Remuneration Committee has carried out evaluation of every Director's performance at its meeting held on 5th March, 2015 as required under Section 178 (2) of the Companies Act, 2013.

7. The Directors expressed their satisfaction with the evaluation process.

As reported in our last report, Mr. Dhanendra Kumar, who was an Additional Director, resigned w.e.f. 10th May, 2014.

Mr. V. Ramaswami retires by rotation and, being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

During the year, Mr. Rajesh Chaudhary, Chief Financial Officer of the Company was designated as Key Managerial Personnel under Section 203 the Companies Act, 2013.

Further, Mr. Shreevar Kheruka who was already Managing Director & CEO of the Company and Ms. Lovelina Faroz who was working as the Company Secretary were designated as Key Managerial Personnel's (KMPs) of the Company under the abovementioned provisions of the Companies Act, 2013 in their respective positions.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company's website, "www.borosil.com". The Directors and senior Management personnel have affirmed their compliance with the Code for the year ended 31st March, 2015.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July 2006.

The details relating to unclaimed deposits are as under:

1. Deposits accepted during the year Nil

2. Deposits remained unpaid or Principle amount: Rs. 20,000/- unclaimed as at the end of Interest amount thereon: the year Rs. 5,089.04

3. Whether there has been any There has been no default in default in repayment of repayment of deposits or deposits or payment of payment of interest thereon. interest thereon during the year and if so, number of such cases and the total amount involved at the beginning of the year, maximum during the year and at the end of the year

4. The details of deposits Not Applicable which are not in compliance with the requirements of Chapter V of the Act

The unclaimed deposits pertain mainly to deceased deposit holders. As on the date of this Report, only two deposits remained unclaimed and the Company is making all efforts to reach out to concerned persons.

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT POLICY

The Company faces various risks in form of financial risk, operational risks etc. The Company understands that it needs to survive these risks in the market and hence have made a comprehensive policy on Risk Management.

RELATED PARTY TRANSACTIONS

The Company entered into various Related Party Transactions during the financial year which were in ordinary course of business. All such Related Party Transactions as also those transactions which were already in force were placed before the Audit Committee as also the Board for approval. The Company also gets approval of the Audit Committee of all transactions which are foreseen and repetitive in nature on quarterly basis. The Company obtained approval of shareholders through Postal Ballot during the year for entering into such Related Party Transactions which exceeded the threshold limits as mentioned under the Companies (Meetings of the Board and its Powers) Rules, 2013 or which were material in nature with Vyline Glass Works Limited and Gujarat Borosil Limited.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the website of the Company at http://www.borosil.com/doc_files/Related%20Parties%20Transaction% 20Policy.pdf

Particulars of Contracts or Arrangements entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed form AOC-2 is attached as an 'Annexure A' to this Report.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects in the areas of Education, Water and Health which were in accordance with Schedule VII of the Companies Act, 2013.

During the year the Company undertook a project through Chinmaya Vibhooti, a branch of Central Chinmaya Mission Trust for construction of a new well for the purpose of creating an Independent Source of water for drinking for ashram and its visitors. Such source of drinking water shall be great asset for them in far flung areas.

The Company contributed to a project of IIT, Bombay where a Chair was being created namely 'Prof N.R. Kamath Chair' for Institutional excellence with an initial corpus of Rs. 6 crores. The said corpus will be utilized to typically enable a Research and Teaching appointment for a minimum of one academic semester of a world class academician either on sabbatical from another University or from the permanent faculty of IIT, Bombay. This will enable to raise the bar and make IIT Bombay a truly world class University in years to come.

The Company also took part in organizing a General Medical camp through Rotary Club at Bharuch to undertake a 'preventive health care programme' in Bharuch District in Gujarat where the Company has its warehousing activities. Camps of such nature help to reach out to the utmost needy people of the surrounding areas. More than 2700 patients registered and were treated out of which 490 were recommended for surgery and more than 105 doctors rendered their honorary services. The said camp was organized in association with Indian Medical Association.

The Company contributed to a project of Friends of Tribal Society for promoting education through 'One Teacher School' called 'Ekal Vidyalaya' for tribal children in rural areas. This project helped in improving the socio-economic condition of the tribal society, spreading literacy and thus contributing to the progress of the entire community.

In terms of Section 135 of the Companies Act, 2013 and Rules made thereunder, the Company has constituted CSR committee comprising of the following members:

1. Mr. B.L. Kheruka

2. Mr. Shreevar Kheruka

3. Mr. U.K. Mukhopadhyay

4. Mr. Naveen Kumar Kshatriya

out of which Mr. U.K. Mukhopadhyay and Mr. Naveen Kumar Kshatriya are Independent Directors.

The CSR Committee of the Board of Directors

a. indicates the activities to be undertaken by the Company (within the framework of activities as specified in Schedule VII of the Act) during the particular year.

b. recommends to the Board the amount of expenditure to be incurred during the year under some of the activities covered in the Company's CSR Policy.

c. monitors the said Policy.

d. ensures that the activities as included in CSR Policy of the Company are undertaken by it in a phased manner depending on the available opportunities.

Company's CSR Policy:

The Board of Directors of the Company has approved the CSR Policy as recommended by the CSR Committee and the same has been uploaded on the Company's website at http://www.borosil.com/doc_files/Corporate%20Social%20Responsibility.pdf

Initiatives taken by the Company during the year:

The 2% of the net profits of the Company during the immediate three preceding financial years amounts to Rs. 58.15 lacs. The Company has spent a sum of Rs. 33.83 lacs during the year, as such the Company could not spend a sum of Rs. 24.32 lacs of the said 2% amount stipulated above. Reason being that the Company was looking for genuine and socially useful opportunity, where the money can be fruitfully used. The Company will make every endeavor to utilize its CSR expenditure during the current year.

An Annual Report on CSR activities in terms of Section 134 (3) (o) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an 'Annexure B' to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in form MGT 9 is attached as an 'Annexure C' to this Report.

VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment. A written consent from the auditor has been received along with a certificate that their appointment if made, shall be in accordance with the prescribed conditions and the said Auditors satisfy the criteria provided in Section 141 of the Companies Act, 2013. The Report does not contain any qualification.

COST RECORDS AND AUDIT

Under the Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. Although 'Glass' products are covered under the said Table, but the CETA headings under which Company's products are covered are not there. Hence, maintenance of cost records and also cost audit provisions are not applicable to the Company as of now.

SECRETARIAL AUDIT

Secretarial Audit Report dated 25th May, 2015 by Mr. Virendra Bhatt, Practising Company Secretary (CP no.124) is attached herewith as an 'Annexure D' to this Report. The Report does not contain any qualification.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 3,92,012 during the financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 124 of Companies Act, 2013. The Company has made all the transfers to the said fund in due time.

DIRECTORS' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the 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 had been followed along with proper explanation relating to material departures;

(b) that we had 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 and loss of the Company for that period;

(c) that we had taken proper and sufficient care 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) that we had prepared the annual accounts on a going concern basis;

(e) and that we, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

A statement on Particulars of Loans, Guarantees and Investments is attached as an 'Annexure E' to this Report read with note no. 11 and 14 to the financial statements.

EMPLOYEES' SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

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

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at work place which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted an Internal Complaint Committee for its Head Office and branch/sales offices under Section 4 of the captioned Act. No complaint has been filled before the said committee till date. The Company has filed an Annual Report with the concerned Authority in the matter.

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULES, 2014

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration), Rules, 2014 in respect of employees of the Company and Directors is attached as an ' Annexure F'.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014 is attached as an 'Annexure G'.

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

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo are furnished under note 34 to 37 of 'Notes to the Standalone Financial Statements'.

ACKNOWLEDGMENT

Your Directors record their appreciation for the co-operation received from the Employees, Customers and last but not the least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai B. L. Kheruka Date : 25th May, 2015 Chairman

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Mar 31, 2013

To The Members of BOROSIL GLASS WORKS LIMITED

The Directors present their Fiftieth Annual Report and the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs)

Year ended 31.03.2013 Year ended 31.03.2012

Revenue from Operations 13,447 12,602

Other Income 2,513 4,200

Profit for the year before Finance cost and Depreciation 2,836 4,136

Less: Finance Cost 27 18

Less: Depreciation & Amortisation Expenses 205 75

Profit for the year before tax 2,604 4,043

Less: Provision for Income Tax 452 761

Less: Deferred Tax 334 186

Less: MAT Credit entitlement (171) (133)

Less: Provision / (Written back) of Income Tax of earlier years 5 (24)

Profit for the year 1,984 3,253

Add: Balance as per last year 60,439 58,060

Amount available for Appropriation 62,423 61,313

Appropriations

Amount Transferred to General Reserve 200 330

Dividend on Equity Shares 451 468

Tax on above Dividend 77 76

Proposed Dividend & Tax thereon of earlier year written back (1) -

Balance carried to Balance Sheet 61,696 60,439

BUY-BACK OF EQUITY SHARES

In terms of Special Resolution passed by the shareholders by way of postal ballot on 11th November, 2011, the Company bought back and extinguished 9,57,928 equity shares for a total consideration of Rs. 8,135.89 Lacs by utilizing the Security Premium Account and General Reserve to the extent of Rs. 1,721.62 Lacs and Rs. 6,318.48 Lacs respectively. The Company closed the said buy-back on 10th October, 2012. Thereby, as on 31st March, 2013, the Company had 30,06,000 issued and paid-up equity shares. In terms of Section 77AA of the Companies Act, 1956, Capital Redemption Reserve has been created out of General Reserve for an amount of Rs. 95.79 lacs, being the nominal value of shares so bought back.

DIVIDEND

The Board of Directors recommends a dividend of Rs. 15/- per equity share for the year ended 31st March, 2013.

PERFORMANCE

Your Company has generated a pre-tax business profit of Rs. 26.04 crores, during the year under review as compared to Rs. 43.81 crores (before tax and exceptional items) in the previous year.

During the course of the year, the Company has further consolidated its leadership position in both the laboratory glassware as well as the microwavable glassware segments. This has been owing to enhanced focus on key customer coverage, new product introductions as well as distribution enhancements. Moreover, the Company has invested approximately Rs. 7.91 Crores on an advertising campaign / marketing activities in order to increase awareness of its product across the country.

The Company''s efforts for organic as well as inorganic expansion both in India and abroad continues.

The Company has invested its investible funds of around Rs. 539 Crores as on 31st March, 2013 in a mixture of Debt markets, Equity/Equity Linked Instruments, Bonds/Debentures, Convertible Preference Shares, Non-Convertible Redeemable Preference Shares, Commodities, Real Estate, Opportunity based Funds, Real Estate Funds and Mutual Funds.

However, the general sluggishness in the economy as a whole has impacted performance of both divisions of the Company.

Scientific & Industrial Products Division (SIP)

The SIP division has seen a growth of 3% over the last financial year. During the year, market reports suggest that sales made by our main competitors in this segment have de-grown or stayed flat.

The Company had employed a strategy consulting firm to examine areas for prospective growth in the laboratory consumables industry. The Company is now taking steps to ensure the implementation of the said strategy.

As a result of this study, the company is pleased to launch its foray into chromatography vials used in laboratory of major pharma and research companies, have extensive usage and are currently being imported into the country by the existing players. Your company is very optimistic of good performance in this segment depending on improvement in the economic climate of the country and allocation of fund(s) by the Government for scientific and industrial research.

Consumer Products Division

The consumer products division has seen a growth of 15% over the last financial year. Owing to the large presence of unorganized players in the segment, the Company has been unable to determine an accurate growth rate for this industry.

The Company has taken various steps to enhance its leadership position in the microwaveable glassware segment. These steps include:

- enhancement of product portfolio

- enhancement of distribution network in south and east India

- increased consumer awareness campaign through a marketing budget of roughly Rs. 7.91 Crores.

The outlook for the consumer products division is neutral as compared to last year due to a reduction in consumer spending across all segments owing to macro-economic reasons and inflationary pressure.

Export Division

Exports during the year were higher at Rs. 5.18 Crores as compared to Rs. 4.63 Crores in the previous year. This represents an increase of nearly 12 %.

The Company feels that further substantial improvement can be made in exports. The Company is already in touch with a number of potential large customers for its products and expects to do well in this division during the current year.

Other Actions

As reported last year, the Company is in final stage of completing the construction of modern warehouse at Village: Dumala Boridra in Bharuch District of Gujarat for its own use as well as for leasing out a portion to others.

The Company has recently acquired a long term leasehold right in a ready factory premises at MIDC Tarapur, Boisar, Dist: Thane, for Rs. 16.06 crores, of which the Company intends to lease out a substantial portion to its supplier company Vyline Glass Works Ltd for carrying out manufacturing activities there and for supply of such manufactured products to the Company.

Investments

The Company started investing in various debt, equity and real estate instruments as per the Investment policy mandate shared with the Board. During first three quarters of the year, the Stock market had shown good performance. However, this was negated to a great extent by poor performance in the last quarter. The Company has significant unrealised income from its investments that will be realised when these investments are sold or mature or when dividends are received.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July 2006. The total amount of unclaimed deposits as on 31st March, 2013 was Rs. 9.32 lacs, and no further claim has been received since then till date.

DIRECTORS

The Directors regret to report the sad demise of Mr. K. V. Krishnamurthy, Independent Director of your Company on 16.01.2013. The Board of Directors records their appreciation for guidance received from late Mr. K. V. Krishnamurthy during his tenure as a Director of the Company as well as Chairman of Audit Committee of the Board of Directors of the Company. The Company has appointed Mr. Naveen Kumar Kshatriya as an Additional Director w.e.f. 09th May 2013. The Company has received notice from a member of the Company under Section 257 of the Companies Act, 1956 in respect of his appointment as Director, alongwith the requisite deposit.

Mr. B. L. Kheruka''s term as an Executive Chairman is expiring on 15th December, 2013 and the same is being renewed for a further period of 5 years w.e.f. 16th December, 2013.

Mr. U. K. Mukhopadhyay and Mr. Dinesh Nanik Vaswani, retire by rotation and, being eligible, offer themselves for reappointment.

Brief details of the Directors being appointed / reappointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment.

COST RECORDS AND AU DIT

In supersession of various earlier orders, the Central Government vide its Order no. 52/26/CAB-2010 dated 6th November, 2012 made the Companies (Cost Accounting Records) Rules, 2011 (the Rules) applicable, inter alia, to Glass and Glass Products, subject to various clarifications issued by the Ministry of Corporate Affairs on the subject of cost audit; to the extent these are relevant and applicable. Accordingly, as per clarification issued by the Central Government vide Circular No. 67/ 2011 dated 30th November, 2011, the Rules do not apply to wholesale or retail trading activities and ancillary products which constitute less than 2% of the total turnover of the Company or Rs. 20 Crores, whichever is lower provided required details of the same are maintained and disclosed. Since the Company is engaged in trading activities as also in business of some ancillary products having turnover less than the limit prescribed above, the said Rules regarding maintenance of cost records do not apply to the Company and as a consequence, Cost Audit is also not applicable to the Company.

COMPLIANCE CERTIFICATE

In accordance with requirement of Section 383A of the Companies Act, 1956, certificate from a practising Company Secretary is enclosed in respect of the Company for the year ended 31st March, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures.

ii) 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.

iii) that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that we have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company''s website, ''www.borosil.com''. The Directors and senior Management personnel have affirmed their compliance with the Code for the year ended 31st March, 2013.

EMPLOYEES'' SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 are annexed hereto and form part of this report.

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

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo are furnished under note no. 35 to 38 of ''Notes to the financial statements''.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation received from the Employees, Customers and last but not the least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

Place: Mumbai B. L. Kheruka

Date: 9th May, 2013 Chairman

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Mar 31, 2012

To The Members of BOROSIL GLASS WORKS LIMITED

The Directors present their Forty Ninth Annual Report and the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs.in lacs)

Year ended 31.03.2012 Year ended 31.03.2011

Revenue from Operations 12,602 11,914

Other Income 4,200 3,127 Profit for the year before Finance Cost,

Depreciation and Extra Ordinary Items 4,136 1,797

Less: Finance Cost 18 250

Less: Depreciation & Amortisation Expenses 75 82

Less: Extra Ordinary Items (Net) - 78,422

Profit for the year before tax 4,043 79,887

Less: Provision for Income Tax 761 15,954

Less: Deferred Tax / (Credit) 186 (386)

Less: MAT Credit entitlement (133) (462)

Less: Income Tax of earlier years (24) 1

Profit for the year 3,253 64,780

Add: Amount Transferred from Revaluation Reserve - 2,393

Add: Balance as per last year 58,060 (767)

Amount available for Appropriation 61,313 66,406 Appropriations

Transferred to General Reserve 330 6,500

Interim Dividend on Equity Shares - 991

Tax on above Dividend - - 165

Final Dividend on Equity Shares 468 594

Tax on above Dividend 76 96

Balance carried to Balance Sheet 60,439 58,060

BUY-BACK OF EQUITY SHARES

In terms of Special Resolution passed by the shareholders by postal ballot on 11th November, 2011, the Company started buy back of its equity shares with effect from 19th December, 2011 at a maximum price off 8501- per share and till 31st March, 2012, 8,28,577 equity shares were bought back and duly extinguished, thereby the issued and paid-up share capital of the Company comprised of 31,35,351 equity shares as on the said date. The said buy back continues.

DIVIDEND

The Board of Directors recommends a dividend of t 15/- per equity share for the year ended 31st March, 2012.

PERFORMANCE

Your Company has generated a business profit of Rs 43.81 crores from ordinary activities (before tax and exceptional items), during the year under review as compared to Rs 17.13 crores in the previous year.

During the course of the year, the Company has further consolidated its leadership position in both the laboratory glassware as well as the microwavable glassware segments. This has been owing to enhanced focus on key customer coverage, new product introductions as well as distribution enhancements. Moreover, the Company has invested approximately Rs 4.00 Crores on an advertising campaign in order to increase awareness of its product across the country.

All the above activities have led to an enhancement of sales made by the Company of the higher margin products by about 20% from Rs 100 crores to Rs 120 crores. However, sales of low margin items have continued to be strategically discontinued resulting in a reduction of their sale from Rs 19 crores to Rs 6 crores.

The Company is on the lookout for avenues of organic as well as inorganic expansion both in India and Abroad. A number of prospects have been identified and further progress on these initiatives is likely to materialize in the near future.

The Company has invested its investible funds of around Rs 467 crores as on 31st March, 2012 in a mixture of Debt markets, Equity/Equity Linked Instruments, Bonds/Debentures, Convertible Preference Shares, Real Estate Funds, Opportunity based Funds and Commodity Funds as well as in Mutual Funds. This includes Rs 90 crores invested by subscribing in 90,00,000- 9 % Cumulative Non-Convertible Redeemable Preference Shares of Gujarat Borosil Limited on private placement basis, as a Promoter Company. Further, during the year under reference, the Company spent nearly Rs 43 crores for its new corporate office and Rs 70.53 crores for buy-back of its equity shares.

Scientific & Industrial Products Division (SIP)

The SIP division has seen a growth of 15% over the last financial year. During the year, market reports suggest that sales made by our main competitors de-grown or stayed flat.

The Company had employed a strategy consulting firm to examine areas for prospective growth in the laboratory consumables industry. This study has been finalized and the Company is taking steps to ensure the implementation of the same strategy. These steps should yield positive results in the future for this division depending on improvement in the economic climate of the country and allocation of fund(s) by the Government for scientific and industrial research.

Consumer Products Division

The consumer products division has seen a growth of 26% over the last financial year. Owing to the large presence of unorganized players in the segment, the Company has been unable to determine an accurate growth rate for this industry. However, when compared to the growth rates of organized peers, the Company has shown a favorable performance.

The Company has taken various steps to enhance its leadership position in the microwaveable glassware segment. These steps include:

- enhancement of product portfolio

- enhancement of distribution network in south and east India

- increased consumer awareness campaign through a marketing budget of roughly Rs 4 Crores.

The outlook for the consumer products division is somewhat muted as compared to last year due to a reduction in consumer spending across all segments owing to macro-economic reasons and inflationary pressure.

Export Division

Exports during the year were higher at f 4.63 crores as compared to Rs 3.16 crores in the previous year. This represents an increase of 47%.

The Company feels that further substantial improvement can be made in exports. The Company is already in touch with a number of potential large customers for its products and expects to do well in this division for the current year.

Other Actions

Your Company explored the possibility of acquiring some companies in the last financial year in Europe as well as in India. These could not materialize owing to a large difference in valuation offered and demanded. However, the Company is continuing its endeavor of looking out for other such prospects in India and overseas and some proposal(s) may materialize during the current year.

The Company is constructing a modern warehouse at Village: Dumala Boridra in Bharuch District of Gujarat for its own use as well as for leasing out a portion to others.

Investments

The Company started investing in various debt, equity and real estate instruments as per the Investment policy mandate shared with the Board. Over the past few months, the stock market in India has witnessed a lot of fluctuations. This has resulted in the Company incurring some losses but these have been lower than the corresponding stock market indices. While the stock market is currently passing through a difficult phase, the investments in debt related instruments are likely to yield steady return.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July, 2006. The total amount of unclaimed deposits as on 31st March, 2012 was Rs 9.57 lacs and no further claim has been received since then till date.

DIRECTORS

Mr. Shreevar Kheruka is proposed to be appointed as a Managing Director of the Company for a period of 5 years w.e.f. 16th August, 2012, for which necessary approval is being sought from the Shareholders at the ensuing Annual General Meeting.

Mr. V. Ramaswami's term as Whole-time Director is expiring on 31s( August, 2012 and the same is being renewed for a further period of 3 years w.e.f. 01st September, 2012.

Mr. V. Ramaswami, Mr. P. K. Kheruka and Mr. K.V. Krishnamurthy, retire by rotation and, being eligible, offer themselves for re- appointment. Brief details of the Directors being appointed / re-appointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment.

COST RECORDS AND AUDIT

The Central Government, vide Notification No. G.S.R. 429(E) dated 03rd June, 2011 made maintenance of Cost Accounting Records applicable to all companies engaged in activities mentioned therein. Your Company prima facie came under the ambit of the same. Later on, vide Order F.No.52/26/CAB-2010 dated 30th June, 2011, the Central Government made Cost Audit applicable; inter alia, to the glass industry. However, subsequently, the Central Government vide Circular No. 67/2011 dated 30th November, 2011 issued a clarification to the effect that the Companies (Cost Accounting Records) Rules, 2011 shall not apply to Wholesale or retail trading activities and ancillary products which constitute less than 2% of the total turnover of the Company or Rs 20 crores, whichever is lower, provided required details of the same are maintained and disclosed. Since the Company is engaged in trading activities as also in business of some ancillary products having turnover less then the limit prescribed above, the said Rules regarding maintenance of cost records do not apply to the Company and as a consequence, Cost Audit is also not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures.

ii) 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.

iii) that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that we have prepared the annual accounts on a going concern basis.



CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company's website, 'www.borosil.com'. The Directors and senior Management personnel have affirmed their compliance with the Code for the year ended 31st March, 2012.

EMPLOYEES'SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 are annexed hereto and form part of this report.

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

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo are furnished under note no. 36 to 39 of 'Notes to the financial statements'.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation received from the Employees, Customers and last but not the least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

Place: Mumbai B. L. Kheruka

Date : 24th May, 2012 Chairman

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Mar 31, 2011

The Directors present their Forty Eighth Annual Report and the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rupees in lacs)

Year ended 31.03.2011 Year ended 31.03.2010

Gross Sales (Including Excise Duty) 11,978 9,109

Other Income 3,131 186

Profit/(Loss) for the year before Interest, Depreciation and Extra Ordinary Items 1,781 (52)

Less: Interest 235 514

Less: Depreciation 82 170

Less: Extra Ordinary Items (Net) 78,423 (1,870)

Profit/(Loss) for the year before tax 79,887 (2,606)

Less: Provision for Income Tax 15,954 -

Less: Deferred Tax (Credit) (386) (126)

Less: MAT Credit entitlement (462) -

Less: Provision / (Written back) of Income Tax of earlier years 1 (1)

Profit/(Loss) for the year 64,780 (2,479)

Add: Amount Transferred from Revaluation Reserve 2,393 -

Add: Balance as per last year (767) 1,342

Add: Amount Transferred from General Reserve - 370

Less: Amount Transferred to General Reserve 6,500 -

Amount available for Appropriation 59,906 (767)

Appropriations

Interim Dividend on Equity Shares 991 -

Tax on above Dividend 165 -

Final Dividend on Equity Shares 595 -

Tax on above 96 -

Balance carried to Balance Sheet 58,059 (767)

DIVIDEND

The Company has already paid an interim dividend of Rs. 25/- per share amounting to Rs.991 lacs. The Board of Directors now recommend a final dividend of Rs.15/- per share for the year ended 31st March, 2011, making it a total dividend of Rs.40/- on each Equity Share of Rs.10/- for the year under review.

PERFORMANCE

During the year, the Company sold its property at Marol, Mumbai for a sum of Rs.830 crores. The buyer had been shortlisted by a reputed agency mandated by the Company for the purpose. The entire process was run independently in a completely transparent manner. Your Directors were able to obtain perhaps the most favourable price for its asset in the city of Mumbai as compared with the prices obtained in similar transactions in that period. The decision to divest was most timely, because the real estate market has since then witnessed a slump. This is the result of painstaking efforts made by the Company in reshaping hitherto industrial land into a salable land parcel and obtaining the plethora of permissions required for the purpose. After paying Income Tax (MAT) of Rs.159 crores, meeting all expenses pertaining to the said deal, repaying loans and payment of Interim Dividend of Rs.11.55 crores with tax thereon, the Company has nearly Rs.600 crores fund.

The Company is on the look out for new business opportunities both in India and abroad. Till such time that an opportunity arises, the Company has invested the funds as per an Investment Policy adopted by the Board of Directors of the Company, which envisages a reasonable return with a low degree of risk. The Company has appointed three well known Wealth Managers to advise the Company in the matter. Accordingly, investments made by the Company have been spread over debts, Equity/Equity Linked Instruments, Bonds/Debentures, Convertible Preference Shares, Real Estate Funds, Opportunity based Funds and Commodity Funds as well as in Mutual Funds. Your Company has invested the funds in such a manner in order to protect the purchasing power of these funds in view of the inflationary environment currently being experienced in our country. Your Company aims to generate a pretax return of 8-10% in the medium term from these investments in order to match inflation.

The divestment of land has freed the Company to focus on core issues pertaining to its business. To this end, the Company has made a number of changes that has directly resulted in substantial growth in both, the scientific products and consumer products divisions. Some of these changes include:

- Enhancement of sales personnel across the country

- Geographical expansion of distribution

- New products introduction

- Improvement of product availability

- Infrastructure enhancement such as increasing warehousing capabilities, better packaging for reduction of transit losses

- Customer relationship management (CRM) software to improve customer focus and deliveries

An infusion of fresh thinking and a young team have helped to reduce costs and increase turnover, all of which have culminated into a robust growth of turnover in the glass business from Rs.88 crores in the previous year to Rs.119 crores in the year 2010-11, representing an increase of 36%.

Your Company has emerged from a loss of Rs.7.36 crores in the previous year, to generate a business profit of Rs 17.13 crores from ordinary activities (before tax, exceptional and extraordinary items), during the year under review. The overall profit for the year including profit from sale of Marol property amounted to Rs.799 crores before tax.

Scientific & Industrial Products Division (SIP)

The SIP division has seen a growth of 34% over the last financial year. Various consultants have estimated growth of the laboratory consumables industry at around 15% for the last year. This means that the company has successfully improved its market share from around 43% to 47% this year. Our long-term goal is to achieve a market share of around 55-60% in the glassware portion of the laboratory consumables industry.

The Company has emerged as an important partner with some of the leading companies in the Pharmaceutical and R&D industry by providing highly accurate laboratory apparatus - a pre-requisite for their high-end research programmes. The Company has also enhanced its product range in this field by including a tissue culture range of disposable plastics.

It is clear that in order for the Company to grow rapidly, the Company has to enhance its product portfolio. The Company is currently in the midst of a study in partnership with a strategy consulting firm in order to determine the future area for growth in the laboratory consumables industry. The findings of this study and suggested course of action will be reviewed by the Board in due course of time.

The outlook for the coming year continues to look good with the increased investments being made by the pharmaceutical industry and research and development segments acting as drivers of growth for laboratory glassware. The addition of new product ranges will also help the Company serve its customers better and result in enhanced sales and profitability.

Consumer Products Division

The consumer products division has seen a growth of 43% over the last financial year. Owing to the large presence of unorganized players in the segment, the Company has been unable to determine an accurate growth rate for this industry. However, when compared to the growth rates of organized peers, the Company has shown a favorable performance.

The Company has taken various steps to enhance its leadership position in the microwaveable glassware segment. These steps include:

- enhancement of product portfolio

- enhancement of distribution network in south and east India

- introduction of new product lines

- expansion of reach through the modern trade format like Bharti-Walmart, Reliance, DMart etc.

In addition to the above steps, the Company has also decided to embark on an aggressive marketing campaign for the current year. To this end, the Company has hired a reputed marketing strategy consulting firm. The Company expects to roll out this campaign from the 2nd quarter of the new financial year.

Finally, the Company has been able to start relationship with two other suppliers in the area of Bake & Serve range of products. This has helped us substantially to reduce risk of overdependence on a single source for supply for this line of the Companys products.

The outlook for the consumer products division is strong as increased consumer spending in India is acting as a strong driver of growth for this segment as a whole. With the addition of new product lines as well as the new marketing campaign the Company wishes to undertake, it expects to continue its strong growth trajectory in this area.

The Company has been successful in tailoring its offering so that it has tapped the expansion in customer base taking place in India.

Export Division

Exports during the year were higher at Rs.316 lacs as compared to Rs.251 lacs in the previous year. This represents an increase of 26%.

The Company feels that substantial improvement can be made in exports. With enhanced focus on this division and with improved product availability, the Company hopes to see a much better performance this year.

Other Actions

Your Company explored the possibility of acquiring some companies in the last financial year in Europe as well as in India. These could not materialize owing to a large difference in valuation offered and demanded. However, the Company is continuing its endeavor of looking out for other such prospects in India and overseas.

The Company has kept on hold the setting up of a new borosilicate glass melting plant in the Bharuch District of Gujarat. The Company is able to source its products at prices that remain attractive when compared to the cost of manufacturing by itself. This decision will be reviewed periodically.

Investments

The Company started investing in Equity and Equity Linked Instruments as per the Investment policy mandate shared with the Board. Over the past few months, the stock market in India has witnessed a lot of fluctuations. This has resulted in the Company incurring some losses in sync with the markets during the year under review. However, in view of inherent strength of Indian economy, the stock market is expected to do well in the medium to long run and based on this, the Company hopes not only to recover a major portion of such losses but also to generate positive returns over a period of time.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July 2006. The total amount of unclaimed deposits as on 31st March, 2011 was Rs.12 lacs, and no further claim has been received since then till date.

DIRECTORS

Mr. B. L. Kheruka was appointed as Executive Chairman and Mr. Shreevar Kheruka as a Wholetime Director of the Company respectively for a period of 3 years w.e.f. 16th December, 2010. Shareholders have approved their appointments by way of necessary resolutions passed by Postal Ballot. Mr. P. K. Kherukas term as Managing Director is expiring on 31st July, 2011 and he has decided not to seek reappointment as such but will continue on the Board of Directors of the Company as a Director (designated as Vice Chairman).

Mr. A. C. Dalal (aged 89 years) resigned as Director w.e.f. 21st February, 2011.

Mr. Dinesh Vaswani, an MBA from Wharton School of Business, was appointed as an Additional Director of the Company w.e.f. 17th March, 2011. The Company has received notice from a member of the Company under Section 257 of the Companies Act, 1956 in respect of his appointment as Director, alongwith the requisite deposit.

Mr. S. Bagai and Mr. B. L. Kheruka retire by rotation and, being eligible, offer themselves for reappointment.

Brief details of the Directors being appointed / reappointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures.

ii) 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.

iii) that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that we have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Companys website, www.borosil.com. The Directors and senior Management personnel have affirmed their compliance with the Code for the year ended 31st March, 2011.

EMPLOYEES SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 are annexed hereto and form part of this report.

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

During the year under review, the Company was engaged mainly in trading activity and a small portion of manufacturing activities was outsourced. The Company did not carry out any Research & Development activities nor introduced any new technology. Hence, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo are furnished under Items 18 to 21 of Schedule 15 Notes on Accounts.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation received from the Employees, Bankers, Customers and last but not the least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

Place: Mumbai B. L. Kheruka

Date : 27th May, 2011 Chairman

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Mar 31, 2010

1. The Directors have pleasure in presenting their 138th Annual Report and the Audited Accounts for the year ended 31st March, 2010 together with the Auditor’s Report thereon.

2. Financial Results Rs. in lakhs Particulars For the year For the year ended ended 31st March, 31st March, 2010 2009 Total Income 81,704.93 59,595.36 Profi t Before Extraordinary & Exceptional Items 38,589.84 19,751.49 Extraordinary & Exceptional Items 5,023.23 1,600.77 Profi t before tax 33,566.61 18,150.72 Less : Tax 5,129.11 3,198.89 Profi t after Tax 28,437.50 14,951.83 Reversal of Excess Tax Provision for Earlier Years 648.75 - Profi t Brought Forward from Previous Year 21,680.90 13,656.94 Net Profi t available for appropriation 50,767.15 28,608.77 Appropriation : Transfer to General Reserve 5,000.00 1,496.00 Transfer to Debenture Redemption Reserve - 2,492.00 Proposed Dividend on Preference Shares 0.01 0.01 Proposed Dividend on Equity Shares 4,188.01 2,512.81 Distribution Tax Thereon 695.57 427.05 Profi t carried to the Balance Sheet 40,883.56 21,680.90

3. Dividend Preference Shares

The Board of Directors have recommended dividend of Re. 0.50 per Preference Share of Rs. 10/- each for the year ended 31st March, 2010.

Equity Shares

The Board of Directors have recommended dividend of Rs. 1.50 per Equity Share of Rs. 2/- each for the year ended 31st March, 2010.

The dividend will be free of tax in the hands of the shareholders. Total cash outfl ow on account of these dividend payments together with distribution tax will be Rs. 4,883.58 lakhs.

4. Operations of the Company

During the year ended 31st March, 2010, the Company has earned revenue of Rs. 81,704.93 lakhs as compared to Rs. 59,595.36 lakhs for the previous year ended 31st March, 2009. Profi t after Tax was Rs. 28,437.50 lakhs as against Rs. 14,951.83 lakhs in the previous year.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certifi cate on Corporate Governance from M/s. Nilesh G. Shah, Practising Company Secretary confi rming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certifi cate in respect of compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges is provided in the Annual Report.

7. Directorate

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. C. M. Hattangdi, Mr. Sudhindar Khanna and Lt. Gen. Deepak Summanwar, Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

Ms. Urvi A. Piramal, Mr. Rajeev A. Piramal, Mr. Mahesh S. Gupta and Mr. Rajesh Jaggi are being re-appointed as the Executive Chairperson, Executive Vice Chairman, Group Managing Director and Managing Director respectively for a period of 5 (fi ve) years.

8. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the fi nancial year 2010- 2011.

The Company has received a letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifi ed for re-appointment within the meaning of Section 226 of the said Act.

9. Particulars of Employees

The Directors acknowledge with thanks the contribution made by the employees towards the growth of the Company and appreciate their unstinted co-operation and support to the Management.

Any member interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Offi ce of the Company.

10. Subsidiary Companies / Consolidated Accounts

With a view to restructure and consolidate the holdings of the Company and for administrative convenience of holding investments in a single Company, it was decided that an Intermediate Wholly Owned Subsidiary Company i.e. Peninsula Holdings and Investments Private Limited (formerly known as Boom Realty Private Limited) would hold the investments of the Company in the following Subsidiary Companies :- (i) City Parks Private Limited (ii) Inox Mercantile Company Private Limited (iii) Peninsula Facility Management Services Limited (iv) Peninsula Investment Management Company Limited (v) Peninsula Mega Township Developers Private Limited (vi) Peninsula Pharma Research Centre Private Limited

(vii) Peninsula Trustee Limited

(viii) Planetview Mercantile Company Private Limited

(ix) Rishiraj Enterprises Limited

(x) RR Mega Property Developers Private Limited

(xi) RR Real Estate Development Private Limited

(xii) Takenow Property Developers Private Limited

By virtue of the said transfer, Peninsula Holdings and Investments Private Limited has become the Holding Company of the above 12 Subsidiary Companies and the said Subsidiary Companies have become the step down Subsidiary Companies of the Company.

The following Companies however remain the Subsidiary Company of Peninsula Land Limited :

1. Champs Elysee Enterprises Private Limited

2. Peninsula Mega Properties Private Limited

3. Renato Finance & Investments Private Limited

The Central Government has granted exemption under Section 212(8) of the Companies Act, 1956, from attaching to the Balance Sheet of the Company, the Accounts and the other documents of its Subsidiary Companies. However, the Consolidated Financial Statements of the Company, which include the results of the said Subsidiary Companies, are included in this Annual Report. In accordance with the Guidelines of Accounting Standard - 21 issued by The Institute of Chartered Accountants of India, the fi nancial statements of Rishiraj Enterprises Limited have not been included in the said Consolidated Financial Statements of the Company, since it ceased to be a subsidiary of the Company with effect from 19th April, 2010. Further, a statement containing the particulars prescribed under the terms of the said exemption for each of the Company’s Subsidiaries are also enclosed. Copies of the Audited Annual Accounts and related detailed information of all the Subsidiary Companies can also be sought by any investor of the Company or its Subsidiaries on making a written request to the Company Secretary at the Registered Offi ce of the Company in this regard. The Annual Accounts of the Subsidiary Companies are also available for inspection at the Company’s and / or the concerned Subsidiaries’ Registered Offi ce.

Details of the various Subsidiary Companies are as under:

Peninsula Holdings and Investments Private Limited (“PHIPL”)(formerly known as Boom Realty Private Limited)

During the year under review, the name was changed from Boom Realty Private Limited to Peninsula Holdings and Investments Private Limited. During the year ended 31st March, 2010, PHIPL had incurred a loss of Rs. 5.21 lakhs as against the loss of Rs. 0.03 lakhs for the previous year.

PHIPL is now the Holding Company of 12 Subsidiary Companies (as mentioned above) which were earlier the Subsidiary Companies of Peninsula Land Limited.

City Parks Private Limited (“City Parks”)

City Parks is in the business of development of Real Estate in Pune. During the year ended 31st March, 2010, City Parks had not generated any revenue and incurred loss of Rs. 0.90 lakhs. The corresponding fi gures of revenue and loss for the previous year were Rs. 0.05 lakhs and Rs. 10.48 lakhs.

Inox Mercantile Company Private Limited (“Inox”)

Inox is in the business of Real Estate Development project in Goa. During the year ended 31st March, 2010, Inox had not generated any income and the project expenses were transferred to work in progress.

Peninsula Facility Management Services Limited (“PFMS”)

PFMS is mainly rendering maintenance and housekeeping services to various properties. During the year ended 31st

March, 2010, PFMS earned total revenue of Rs. 1,414.00 lakhs and incurred loss of Rs. 100.74 lakhs as against the total revenue of Rs. 1,514.95 lakhs and loss of Rs. 266.66 lakhs in the previous year.

PFMS was converted in to a Public Limited Company during the year under review.

Peninsula Investment Management Company Limited (“PIMCL”)

PIMCL is rendering mainly investment advisory services. During the year ended 31st March, 2010, PIMCL earned total revenue of Rs. 383.91 lakhs and profi t of Rs. 82.03 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 421.89 lakhs and Rs. 37.60 lakhs.

Peninsula Mega Township Developers Private Limited (“PMTDPL”)

PMTDPL is undertaking Real Estate Development project in Nasik. During the year ended 31st March, 2010, PMTDPL had incurred loss of Rs. 0.83 lakhs as against Rs. 0.73 lakhs during the previous period.

Peninsula Pharma Research Centre Private Limited (“PPRCPL”)

PPRCPL is in the business of Real Estate Development at Goa. During the year ended 31st March, 2010, PPRCPL had not generated any revenue as against total revenue of Rs. 1.25 lakhs during the previous year ended 31st March, 2009. The project expenses of PPRCPL were transferred to work in progress.

Peninsula Trustee Limited (“PTL”)

PTL is in the business of managing various Real Estate Funds. During the year ended 31st March, 2010, PTL had earned total revenue of Rs. 4.44 lakhs and profi t of Rs. 1.28 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 4.53 lakhs and Rs. 3.51 lakhs.

Planetview Mercantile Company Private Limited (“Planetview”)

Planetview is in the business of Real Estate development project in Goa. During the year ended 31st March, 2010, Planetview had not generated any income and the project expenses were transferred to work in progress.

RR Mega Property Developers Private Limited (“RR Mega Property”)

RR Mega Property is undertaking the Real Estate Development project in Hyderabad. During the year under review, RR Mega Property had not generated any income and the project expenses were transferred to work in progress.

RR Real Estate Development Private Limited (“RR Real Estate”)

During the year ended 31st March, 2010, RR Real Estate earned total revenue of Rs. 143.52 lakhs and incurred loss of Rs. 96.63 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 197.40 lakhs and Rs. 4.29 lakhs.

Takenow Property Developers Private Limited (“Takenow”)

During the year ended 31st March, 2010, Takenow had incurred a loss of Rs. 11.20 lakhs as against the loss of Rs. 0.05 lakhs for the previous year.

Renato Finance & Investments Private Limited (“Renato”)

Renato is a registered Non Banking Financial Company with Reserve Bank of India. During the year ended 31st March, 2010, Renato’s total revenue from the fi nancial and investment activities was Rs. 94.33 lakhs as against the previous year’s revenue of Rs. 74.70 lakhs. The profi t after tax for the current year was Rs. 2.58 lakhs as against Rs. 3.25 lakhs for the previous year ended 31st March, 2009.

Peninsula Mega Properties Private Limited (“PMPPL”)

During the year ended 31st March, 2010, PMPPL had incurred a loss of Rs. 0.67 lakhs. The loss for the previous year was Rs. 0.18 lakhs.

Champs Elysee Enterprises Private Limited (“Champs Elysee”)

During the year ended 31st March, 2010, Champs Elysee had incurred a loss of Rs. 0.59 lakhs as against Rs. 0.37 lakhs during the previous year.

11. Fixed Deposits

During the year ended 31st March, 2010, the Company had transferred 3 Fixed Deposits amounting to Rs. 0.30 lakhs to Investor Education and Protection Fund. As on 31st March, 2010, 5 Fixed Deposits amounting to Rs. 0.56 lakhs however remains unclaimed due to lack of instructions from deposit holders.

12. Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 (“the Act”), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors 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 as at 31st March, 2010 and its profi t for the year ended on that date;

iii) your Directors have taken proper and suffi cient 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;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2010 on a going concern basis.

13. Employee Stock Option Scheme

During the year under review, the Company has not granted any stock options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are attached herewith and marked as Annexure A.

14. Group for Inter se Transfer of Shares

As required under Clause 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting group (within the meaning as defi ned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are attached herewith and marked as Annexure B and the said Annexure B forms a part of this Annual Report.

15. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

17. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions and shareholders for their continued support and encouragement.

By Order of the Board Urvi A. Piramal Mumbai: 14th June, 2010 Chairperson