To

The Members of

Your Directors have immense pleasure in presenting the 16^th (Sixteenth) Annual Report on the performance of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

The Company's financial performance (Standalone and Consolidated) for FY 2025-26 is summarized below:

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Company's website at www.borosil.com

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

In accordance with the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the Board of Directors of the Company have adopted a Dividend Distribution Policy. The same is available on the Company's website at Dividend Distribution Policy.

During the year under review, the Company has not transferred any amount to the General Reserve. For more details on Reserves, please refer to Note No. 21 of the accompanying Standalone Financial Statement.

During FY 2025-26, the paid-up equity share capital of the Company has increased from Rs.11,95,22,990/- consisting of 11,95,22,990 fully paid-up equity shares of Rs.1/- each to Rs.11,95,82,129/- consisting of 11,95,82,129 fully paid-up equity shares of Rs.1/- each on account of allotment of 59,139 equity shares of face value of Rs.1/- each upon exercise of stock options under “Borosil Limited - Employee Stock Option Scheme 2020”.

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

During FY 2025-26, the Company achieved Revenue from Operations of Rs.1,197.78 crores as against Rs. 1,107.77 crores in FY 2024-25, representing a growth of 8.1%. This includes other operating income of Rs. 26.69 crores during FY 2025-26 as against Rs. 19.19 crores in FY 2024-25.

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

Profit After Tax (PAT) during FY 2025-26 was Rs.75.58 crores as against Rs.74.24 crores in the previous year, showing a growth of 1.8%. The effective tax rate for FY 2025-26, including provisions for deferred tax was 25.79%, as compared to an effective tax rate of 28.10% during FY 2024-25. The higher effective tax rate during the previous year was primarily due to discontinuation of indexation benefits on long-term capital assets, effective July 23, 2024, resulting in a reversal of deferred tax credit.

During FY 2025-26, the Company achieved Revenue from Operations of Rs.1195.92 crores as against Rs.1107.77 crores in FY 2024-25, representing a growth of 8.0%. This includes other operating income of Rs.24.84 crores during FY 2025-26 as against Rs.19.19 crores in FY 2024-25.

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

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

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

The Company recorded a Profit Before Tax of Rs.100.94 crores in FY 2025-26 as compared to Rs.103.25 crores in FY 2024-25. Profit After Tax (PAT) during FY 2025-26 was Rs.74.66 crores as against Rs.74.23 crores in the previous year. The effective tax rate for FY 2025-26 was 26.03% as against 28.10% in the previous year. The higher effective tax rate during the previous year was primarily due to discontinuation of indexation benefits on long-term capital assets, effective July 23, 2024, resulting in a reversal of deferred tax credit.

As of March 31, 2026, the Company has net debt of Rs.49.75 crores as against Rs.26.55 crores as of March 31, 2025. In line with its treasury policy, all incremental funds are invested in high credit quality secured debt instruments.

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

The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, forms part of this Annual Report as Annexure A.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (“BRSR”) disclosing initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report.

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

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

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

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

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

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

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

The Company has obtained a certificate from M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, Secretarial Auditor of the Company, confirming that the ESOP Scheme, viz. NEW ESOS 2020 has been implemented in accordance with the SBEB Regulations and in accordance with the resolutions passed by the Board of Directors, who were authorized in this behalf, and the shareholders in the general meeting, respectively. This certificate will be available for inspection by the Members during the Annual General Meeting.

The details required to be disclosed under Regulation 14 of the SBEB Regulations in respect of NEW ESOS 2020 are available on the Company's website at www.borosil.com.

Acalypha Realty Limited (“ARL”), a wholly owned subsidiary of the Company, intends to venture in the real estate business and is yet to commence its business operations. During the year ended March 31,2026, ARL incurred a loss of Rs. 0.50 lakh, as compared to a loss of Rs. 0.46 lakh during the previous year ended March 31, 2025.

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

The Company does not have any associate/Joint venture companies.

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the Company's website at Material Subsidiary Policy.

The Consolidated Financial Statement of the Company for FY 2025-26 is prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations, as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Audited Consolidated Financial Statement, together with the Auditor's Report thereon, forms part of this Annual Report.

A statement providing details of performance, contribution to the overall performance of the Company and salient features of the financial statement of the Subsidiary Companies is provided as an Annexure (Form AOC-1) to the Audited Consolidated Financial Statement of the Company and therefore, not repeated in this Report to avoid duplication.

Pursuant to the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statement of the Company, along with relevant documents and the Financial Statement of the Subsidiary Companies, are available on the Company's website at Audited Financial Statements and Annual Report.

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

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

In this regard, the Board approved the appointment of Mr. Rituraj Sharma, who was serving as President & Senior Management Personnel (“SMP”) of the Company, as the Chief Executive Officer (Key Managerial Personnel) of the Company. In his new role, Mr. Rituraj Sharma will lead the overall business and operational affairs of the Company, including oversight of its manufacturing operations and various plants.

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

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

There was no change in the composition of the Board of Directors during the year under review. In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Rajesh Kumar Chaudhary (DIN: 07425111), Whole-time Director of the Company, retires by rotation and, being eligible, has offered himself for re-appointment.

As at March 31,2026, the Company has 4 (four) Independent Directors, namely, Ms. Anupa Sahney, Mr. Kewal Handa, Mr. Kanwar Bir Singh Anand and Mr. Adarsh Menon.

All Independent Directors have confirmed that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations. In the opinion of the Board, they satisfy the conditions specified under the Listing Regulations and are independent of the management. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations that exist or may reasonably be anticipated to impair or affect their ability to discharge their duties with objective and independent judgment, free from any external influence. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors have also confirmed that they have complied with Schedule IV to the Act and the Company's Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

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

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

The details of the familiarization program for the Independent Directors are provided in the Corporate Governance section, which forms part of this Annual Report.

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

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

• Stakeholders Relationship Committee; and

• Risk Management Committee.

During the year under review, the Board of Directors accepted all recommendations made by the Committees of the Board, with no instances of non-acceptance. The details of the composition of the Board and its Committees, number of meetings held, attendance of Board and Committee members at such meetings, including the terms of reference of the Committees, are provided in the Corporate Governance Report, which forms part of this Annual Report.

The composition and terms of reference of all the Committees of the Company are in line with the provisions of the Act and the Listing Regulations.

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

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

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

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

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

The performance evaluation of the Committees of the Board was based on criteria such as their composition, frequency and conduct of meetings, effectiveness in discharging their roles and responsibilities, level of independence, quality of recommendations to the Board, and adequacy of information and clarifications sought from management and auditors.

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

As at March 31, 2026, in terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMPs of the Company:

• Mr. Shreevar Kheruka - Vice Chairman, Managing Director & CEO*;

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

• Mr. Anand Sultania - Chief Financial Officer; and

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

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

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

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

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

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

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

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

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

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

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

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

The Company promotes safe, ethical and compliant conduct across all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has established a robust and independent Vigil Mechanism, facilitated through an external service provider, and a Whistleblower Policy in accordance with the provisions of the Act and the Listing Regulations. Employees and other stakeholders are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Additional details about the Vigil Mechanism and Whistleblower Policy of the Company are explained in the Corporate Governance Report, which forms part of this Annual Report, and the Policy is available on the website of the Company at Vigil Mechanism and Whistle-Blower Policy.

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

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

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

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

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

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

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

During FY 2025-26, internal audit activities were carried out by the Company's in-house internal audit team as well as by Mahajan & Aibara, Chartered Accountants LLP, the joint internal auditors. The Audit Committee reviews internal audit findings and monitors corrective actions on a quarterly basis.

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

During the year under review, all contracts/arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis. Contracts/arrangements/transactions that were material were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.

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

The Company has formulated a policy on dealing with RPTs. The same is available on the Company's website at Related Party Transaction Policy.

The details of RPTs that were entered during FY 2025-26 are given in the Notes forming part of the Standalone Financial Statement, which forms part of this Annual Report.

The Company has consistently reaffirmed its commitment to sustainable development through the implementation of a comprehensive Corporate Social Responsibility (“CSR”) strategy. Its initiatives focus on supporting nutritional requirements, including provision of food and meals to promote Olympic sports in India; advancing education through curriculum enrichment, infrastructure development, teacher welfare and professional development, and enhancement of extracurricular opportunities; promoting access to education; distributing milk, food, and nutritious meals to poor and orphan patients; and providing education and shelter to underprivileged children, along with vocational training, skill development, community engagement, and talent nurturing, environmental sustainability initiatives, including tree plantation drives, as well as infrastructure development through the construction of a girls' public library.

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

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

The Annual Report on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, is attached herewith as Annexure B to this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the Company's website at CSR Policy.

Pursuant to the provisions of Section 92(3) of the Act, read with Section 134(3)(a) of the Act and Rules framed thereunder, the Annual Return in Form MGT-7 for FY 2025-26 is available on the website of the Company at Form MGT-7.

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

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.101720W/W100355) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 26, 2021, for a term of 5 (five) consecutive years from the conclusion of the 11^th Annual General Meeting till the conclusion of the ensuing 16^th Annual General Meeting of the Company.

M/s. Chaturvedi & Shah LLP has confirmed that they are eligible for re-appointment for a second term of five (5) consecutive years in accordance with the provisions of the Act. The Audit Committee and the Board of Directors, at their respective meetings held on May 19, 2026, have recommended the re-appointment of M/s. Chaturvedi & Shah LLP for a second term of five (5) consecutive years, subject to the approval of the Members. A resolution seeking approval of the Members for the re-appointment of M/s. Chaturvedi & Shah LLP, for a second term of five (5) consecutive years, has been incorporated in the Notice of the ensuing 16^th Annual General Meeting of the Company.

The Notes on financial statements referred to in the Auditors' Reports are self-explanatory and do not call for any further comments. The Statutory Auditors' Reports for FY 2025-26 do not contain any qualifications, reservations, adverse remarks or disclaimer.

During FY 2025-26, maintenance of cost records and the requirement of cost audit, as prescribed under the provisions of Section 148 of the Act and Rules made thereunder, did not apply to the Company.

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder and Regulation 24A of the Listing Regulations, and pursuant to the recommendations of the Audit Committee and Board of Directors at their respective meetings held on May 19, 2025, M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, (Firm Registration Number: L2023MH013400), were appointed as Secretarial Auditors of the Company at the Annual General Meeting held on July 29, 2025, for a term of 5 (five) consecutive years from the conclusion of the 15^th Annual General Meeting till the conclusion of the 20^th Annual General Meeting of the Company. The Report of the Secretarial Auditors in Form MR-3 for FY 2025-26 is attached as Annexure C to this Report.

In terms of the provisions of Regulation 24A of the Listing Regulations, the Company has obtained a Secretarial Compliance Report for FY 2025-26 from M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, Secretarial Auditor of the Company.

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

During the year under review, the Statutory and Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

On the basis of the disclosures given in the Annual Accounts and on further discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

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

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

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

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

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

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

During the year under review, in compliance with the relevant provisions of the Act, the Company granted an inter-corporate deposit to SIL, its wholly owned subsidiary, and also provided a corporate guarantee on behalf of SIL in respect of financial assistance availed by it from a bank. For details of loans given by the Company during the year under review, please refer to Note No. 9 to the Standalone Financial Statement, which forms part of this Annual Report. For details of investments made by the Company during the year under review, please refer to Note Nos. 8 and 13 to the Standalone Financial Statement, which forms part of this Annual Report.

The Company maintains a zero-tolerance approach towards sexual harassment in the workplace and has implemented an Anti-Sexual Harassment Policy in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The Policy is available on the Company's website at Policy for Prevention of Sexual Harassment at Workplace.

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

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

The disclosures pertaining to remuneration and other details as required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure D to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing particulars of employees forms part of this Report. In accordance with the provisions of Section 136 of the Act, this Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection electronically by the Members of the Company. Any Member interested in obtaining a copy thereof may write to the Company Secretary at bl.secretarial@borosil.com.

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

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.

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

• No Director of the Company is in receipt of any remuneration or commission from its subsidiary.

• During the year under review, the Company did not have any scheme or provision for the purchase of its own shares by employees or by trustees for the benefit of employees. The Company now proposes to introduce such a scheme and, accordingly, the resolutions seeking shareholders' approval in this regard, together with the relevant Explanatory Statement, form part of the Notice of the ensuing 16^th Annual General Meeting of the Company.

• The Company has not accepted any deposits from the public falling within the meaning of the provisions of Sections 73 and 76 of the Act and the Rules framed thereunder.

• There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme, save and except Employees' Stock Option Scheme referred to in this Report.

• No application has been made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, as amended from time to time.

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

There are no material changes and commitments affecting the financial position of the Company, subsequent to the close of FY 2025-26, till the date of this Report.

The Directors appreciate the hard work, dedication, and commitment of all the employees of the Company. The Directors extend their sincere gratitude to the shareholders, government and regulatory authorities, banks, rating agencies, stock exchanges, depositories, auditors, customers, vendors, business partners, suppliers, distributors, communities in the neighborhood of the Company's operations and other stakeholders for their continuous support and the confidence they have placed in the Management.