Borosil Ltd Management Discussions

This Management Discussion and Analysis (MD&A) delves into the financial performance and strategic developments of Borosil

Limited (the "Company/ Borosil") and its subsidiaries during the financial year 2023-24.

Our financial statements are prepared in accordance with Indian

Accounting Standards (IND AS), providing a detailed overview of our operations.

We acknowledge that certain projections within this discussion are forward-looking and may be subject to variations due to dynamic factors such as regulatory shifts, economic fluctuations, and market competition. Our analysis includes internal estimates regarding market sized is inflation and growth rates across various segments, other internally developed inflationary data, publicly available information, and other sources believed by the Company to be reliable. We remain committed to transparency and aim to provide stakeholders with a comprehensive understanding of its financial trajectory and strategic initiatives, ensuring sustainable growth and value creation for our stakeholders.

Borosil Limited: A Market Leader

We are a prominent player in the consumer products market in India with a range of products across storage, cooking and serving solutions for a modern kitchen. Our Company has been a household name for several decades in India, known for wide range of glass consumer ware products.

Borosil has been the first for many consumer products in India, including micro wavable glassware, glass lunch boxes, multi-utility glass storage, etc. We have a strong market position across consumer products categories. Borosil has a diverse range of products across different product categories, types of material, and price points enabling it to serve as a "one-stop-shop", with consumers across all income levels purchasing their products.

Our Company offers affordable, high-quality products for everyday use in contemporary designs for the progressive homemaker. In recent times, Borosil has expanded its consumer offerings from its core glassware range to opalware dinner sets

(sold under the brand ‘Larah), small kitchen appliances, storage products, glass lunch boxes, stainless steel cookwares and steel vacuum insulated flasks & bottles. We are dedicated to promoting sustainable living by offering products that are not only high-quality and functional but also environmentally responsible.

ECONOMIC OVERVIEW & OUTLOOK Global Economy & Outlook

The global economy in CY 2023 has seen persistent geopolitical tensions and fluctuations in energy and food markets.

The deceleration observed in China and other prominent emerging economies had a substantial impact on global trade. Nevertheless, the International Monetary Fund (IMF) reported a moderate global growth rate of 3.2% for the year, primarily fueled by a decrease in inflation, an unexpected surge in government spending and household consumption, and a notable increase in labor force participation.

Global inflation rates experienced a faster-than-anticipated decline, with projections indicating a decrease from 6.8% in 2023 to 5.9% in 2024 and further down to 4.5% in 2025. This decline in inflation was propelled by resolute monetary tightening and sustained elevated interest rates, albeit these measures have resulted in less favorable business conditions.

Looking ahead, the global economy is poised for growth of 3.2% in CY 2024 and 3.3% in CY 2025, underpinned by the acceleration of and a stable outlook for global trade. The easing of pressures is expected to alleviate borrowing costs and invigorate consumer confidence. However, heightened geopolitical frictions present substantial hazards, particularly if conflicts in the Middle East and along the Red Sea trade route intensify, potentially escalating logistical expenses, raw material and energy prices. The persistence of upward pressure on inflationary service prices could also trigger unforeseen spikes, prompting financial markets to re-evaluate expectations of monetary policy relaxation. (SOURCES-WEO APRIL 24 & JULY

24-IMF).

Indian Economy: A Macro Perspective & Way Forward

The nations economic landscape is characterized by a robust GDP growth rate, which has consistently outpaced the global average since FY 2005. Amidst the global economic fluctuations, the Indian economy exhibited remarkable resilience in FY 2024, attaining a robust growth of 8.2% and it has solidified its standing as one of the worlds most rapidly expanding major economies.

This growth is projected to persist, driven by a confluence of factors, including vigorous domestic demand, substantial investments, a resurgence in rural demand, sustained momentum in the manufacturing sector, a burgeoning young and working population, rapid urbanization, and transformative government policies.

The Purchasing Managers Index (PMI) consistently surpassed the 50-point mark, reaching a 16-year high of 59.1 in March2024, signaling a pronounced expansion in the manufacturing sector. The key attribute of Indias economic expansion is its burgeoning private consumption, measured as Private Final Consumption

Expenditure (PFCE), which accounts for around 60% of the GDP.

This encompasses spending on both goods and services and its substantial contribution to GDP underscores the pivotal role of domestic consumption in insulating the Indian economy from global fluctuations.

India is poised to ascend to the position of the third-largest global economy by FY 2030 with the Nominal GDP Growth expected to maintain a CAGR of 12.0% until then. This is to be achieved by fortifying the Manufacturing sector, fostering responsible innovation, and championing inclusive growth. The governments priorities will continue to center on augmenting capital expenditure, enhancing infrastructure, promoting sustainable livelihoods, and accelerating the adoption of green energy. (SOURCES: -PIB.GOV.IN, RBI.ORG.IN, INDIABUDGET.GOV. IN)

INDUSTRY INSIGHTS: - STRUCTURE, TRENDS AND EVOLUTION

Indian consumers are increasingly embracing global consumer ware trends, leading to a diverse market catering to various preferences. Stainless steel water bottles, functional insulated ware, modular storage containers, and health-focused kitchen appliances are gaining traction & popularity.

Retail Market in India

The Indian retail market, valued at USD 951 billion in FY 2023, has grown at a CAGR of 9.5% over the past eight years. The organized retail sector, although still in its nascent stage, has steadily gained traction, increasing its market share from 8.8% in FY 2015 to 15.8% in FY 2023. This positive trajectory is projected to persist, with organized retail expected to capture 23% of the total retail market by FY 2027. The growth of organized retail is attributed to factors such as the rise of a burgeoning middle class, increasing consumerism, and the entry of international retailers, all of which have contributed to the formalization and evolution of the retail landscape in India.

The Indian Consumer ware Market: A Dynamic Landscape

The Indian consumer ware market, valued at 24,058 crore in FY 2023, is poised for substantial growth, with projections indicating a market size of 41,083 crore by FY 2028, registering a CAGR of 11.3%. This growth is propelled by evolving demographics, shifting kitchen responsibilities, and a notable increase in product ownership per individual. The modern Indian consumer, with increased discretionary spending power and enhanced access to products through online platforms and multi-brand outlets, is driving the demand for innovative, aesthetically pleasing, and functional kitchenware.

The market is witnessing a transformative shift towards branded products, fuelled by heightened consumer awareness regarding safety and quality. Technological advancements, economies of scale, and evolving consumer aspirations from utility to lifestyle are further propelling the growth of branded players. The implementation of the Goods and Services Tax (GST) regime has also played a pivotal role in fostering transparency across the value chain, thereby creating a level playing field for branded products.

The market is segmented into two broader categories, each with multiple subcategories: Consumer Houseware: This segment includes hydration products, cookware, thermoware, lunchboxes, and storage containers. Cookware, the largest subcategory, accounted for 40% of total sales in FY 2023. The houseware market is projected to grow at a CAGR of 10.5%, reaching 33,013 crore by FY 2028. Our well designed, useful and durable cookware, lunchboxes and storage containers distinguishes us from the other players in the market.

Consumer Glassware: The glassware segment, valued at

4,020 crore in FY 2023, includes soda lime, borosilicate, crystalware, opalware, porcelain, and bone china. This market is expected to grow at a CAGR of 15.0%, reaching 8,070 crore by FY 2028. Borosil is a significant player in borosilicate glass products & opalware segment.

The Indian Kitchen Appliances Industry: A Growth Story

The Indian kitchen appliances market, valued at 20,510 crore in FY 2023, is on an upward trajectory, with projections indicating a market size of 30,840 crore by FY 2028, with a CAGR of 8.5%. This growth is driven by a multitude of factors, including an increasing population, rising disposable incomes, rapid urbanization, increasing nuclearization of families, growing health consciousness among consumers and the growth of double-income households.

The market is segmented into large kitchen appliances (e.g., hobs, cooker hoods, microwaves) and small kitchen appliances (e.g., grinders, juicers, food processors). Both segments are experiencing a notable shift towards branded products, driven by factors such as technological advancements, brand loyalty, and robust distribution networks. Branded players dominate the market, with a share of 78% in FY 2023, expected to rise to 82% by FY 2028.

Key trends are shaping the Indian Consumerware & Kitchen Appliances market: a) Premiumization and Smart Appliances: A growing segment of consumers is seeking premium and designer consumerware, reflecting a desire for elevated lifestyles and a willingness to invest in superior quality and aesthetics. Simultaneously, the integration of smart technologies and features like IoT connectivity is gaining momentum, particularly among tech-savvy consumers who value convenience, automation, and remote monitoring capabilities in their kitchen appliances. b) Brand Building Initiatives: Companies are actively investing in marketing and advertising initiatives to strengthen their brand presence and cultivate consumer awareness. Established brands are leveraging their economies of scale to optimize distribution efficiency and expand their market reach, enabling them to offer a wider range of products at competitive prices. The emphasis on brand building fosters trust and loyalty among consumers, further solidifying the market position of established players. c) Omni-Channel Distribution: Recognizing the evolving consumer landscape, leading brands are adopting omni-channel distribution strategies to cater to diverse consumer preferences and shopping habits. This approach involves establishing a presence across various retail channels, including traditional trade, modern trade, exclusive brand outlets, multi-brand outlets, and online platforms.

The integration of online and offline channels provides consumers with a seamless shopping experience, allowing them to browse, compare, and purchase products through their preferred channels.

d) E-commerce Growth: The rapid growth of e-commerce has significantly impacted consumer buying behaviour in the consumer ware and kitchen appliances market. The convenience of online shopping, coupled with a wider product selection, competitive pricing, and easy return policies, has led to a surge in online purchases. The rise of e-commerce platforms has also made a wider variety of brands and products accessible to a larger audience, particularly in Tier 2 and Tier 3 cities, where physical retail presence may be limited. This trend is expected to continue as internet penetration and smartphone adoption increase across the country.

Key Growth Drivers for the Indian Consumerware & Kitchen Appliances market: a) Expanding Population: Indias rapidly growing population particularly the growing middle class and the aspirational youth segment, forms a massive consumer base for all types of household goods, including cookware, dinnerware, storage solutions and kitchen appliances. b) Rising Disposable Incomes: significance With increased purchasing power is not just driving demand but consumers are upgrading their homes and investing in higher-quality, more stylish consumer ware and kitchen appliances for convenience and efficiency. c) Urbanization, Nuclearization & Modern Lifestyle: The shift towards urban living and smaller, nuclear families is driving demand for space-saving, multi-functional consumer ware solutions and they are more likely to adopt modern kitchen appliances. d) Health Consciousness & Well Being: Growing awareness of health and nutrition is fuelling demand for appliances that promote healthier cooking methods and dinnerware, cookware & storage container which provides a healthy eating experience. e) Double-Income Households: The increasing prevalence of double-income households, where both partners are working, is intensifying the need for time-saving, convenient kitchen appliances and consumer ware. This trend is propelling the growth of products like dishwashers, food processors, and smart appliances that can be controlled remotely. f) Government Initiatives & Make in India: Government initiatives like Make in India are encouraging domestic manufacturing and creating a conducive environment for the growth of the consumer ware and kitchen appliance industry. Additionally, infrastructure development and rural electrification programs are extending the markets reach to previously untapped regions. g) Sustainability & Eco-Consciousness: A growing segment of consumers is prioritizing sustainability and seeking eco-friendly products, including energy-efficient appliances and reusable storage solutions.

THE PATH AHEAD a) Product Innovation: Borosil continues to innovate with new product lines, focusing on premium and functional consumer ware & kitchen appliances. Recent introductions include Opalware lunch boxes, Glass bottles, Coffee travel mugs and health-oriented kitchen appliances like the Airfryers, showcasing the Companys ability to anticipate and cater to evolving consumer needs. b) Market Penetration: The Company aims to increase its market penetration by expanding its distribution network, currently encompassing around 23,500+ retailers across India. Borosil is also investing in technology to enhance supply chain management and customer service. c) Brand Positioning: Borosil leverages its strong brand recognition and economies of scale to compete effectively in both domestic and international markets. The Companys focus on quality and safety resonates well with the increasing consumer awareness and demand for branded products. d) Digital Transformation: Recognizing the growing of the online marketplace, Borosil is strategically enhancing its online presence and e-commerce capabilities to cater to the growing online consumer base. This includes partnerships with major e-commerce platforms and the development of its own direct-to-consumer online store, Myborosil.com, to effectively cater to the expanding online consumer base.

CHALLENGES & OPPORTUNITIES

The Indian kitchenware and kitchen appliances industry presents both challenges and opportunities. While factors like shifting consumer preferences and increased competition pose challenges, the industrys growth potential remains robust. The expanding middle class, rising disposable incomes, and evolving lifestyles offer significant opportunities for companies to innovate and cater to the diverse needs of Indian consumers.

The Indian consumer ware and kitchen appliances industry is a dynamic and rapidly evolving sector. With a favourable economic outlook, changing demographics, and evolving consumer preferences, the industry is poised for sustained growth in the foreseeable future. Companies that can adapt to these changing dynamics and offer innovative, high-quality products are well-positioned to capitalize on the immense potential of this market. The Company, with its strong fundamentals and strategic vision, is poised to maintain its leadership position and drive the industrys growth in the years to come. Its emphasis on quality, sustainability, and customer-centricity further strengthens its competitive advantage.

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 to its customers.

(c) Changing Geo-political situation: Our relationship with China has been strained in the recent times. Its known that China is the factory of the world, and in our case too some of our domestic small appliances as well as considerable number of SKUs of the Hydra range are sourced from suppliers in China. In the light of recent developments, this could pose a considerable risk for the consumer business.

The Company is subject to various laws and regulations concerning safety, environmental protection, and labour, which govern aspects of the Companys manufacturing, such as emissions, noise levels, hazardous materials, and product quality. Compliance requirements can change, potentially affecting our business and financial results.

Additionally, the Company must adhere to the Insulated Flask, Bottles, and Containers for Domestic Use (Quality Control) Order, 2024, which mandates compliance with specific standards and BIS certification. To meet these requirements, the Company shifted from Chinese to

Indian manufacturers and sought BIS-certified suppliers. Some Chinese manufacturers are seeking certification, but delays could necessitate more domestic partnerships, leading to short-term increase in production cost. These changes could impact the Companys operations, financial condition, and cash flow.

(d) Competition: Due to stress on consumer disposable income, customers will look for low priced goods. This may create disruption in the market due to counter and aggressive pricing by competitors (including e- commerce sales through heavy discounting).

(e) 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 pressure on margins in the short run. (f) Global Supply Chains: There may be disruptions in global supply chains leading to delays in procuring raw materials, finished products or capital goods, gaps in fulfilment of demand, increase in inventories and project implementation delays.

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

The Company is engaged in the business of manufacturing and marketing of Consumer Products consisting of microwavable and flameproof kitchenware, glass tumblers, hydra bottles, tableware and dinnerware, appliances, storage products and steel cook wares. Borosil is a prominent player in the consumer products market in India with a range of products across storage, cooking and serving solutions for a modern kitchen. Our Company has been a household name for several decades in India, known for wide range of glass consumerware products. Borosil has been the pioneer of many consumer categories in India, including microwavable glassware, glass lunch boxes, multi-utility glass storage, etc. We have a strong market position across consumer products categories. Borosil has a diverse range of products across different product categories, types of material, and price points enabling it to serve as a "one-stop-shop", with consumers across all income levels purchasing their products.

CORPORATE DEVELOPMENTS Composite Scheme of Arrangement

The Board had proposed to restructure the business of the Company into two separate listed entities by a Composite Scheme of Arrangement. The Company had two distinct businesses i.e. the consumer products business which comprised glassware, non-glassware, and Opalware product ranges, while the scientific and industrial products business was made up of lab glassware, lab instrumentation, and primary pharma packaging. Both the businesses functioned as separate profit centres with separate business heads and largely independent teams.

Consequently, the Board approved the scheme to segregate the two businesses with each business being listed independently on the stock exchanges. The Scheme envisaged demerging the Scientific and Industrial Products business of the Company into Borosil Scientific Limited (formerly known as Klass Pack

Limited). In addition, Borosil Technologies Limited, which was a wholly owned subsidiary of the Company and under which the LabQuest range of products were developed, was proposed to be merged with Borosil Scientific Limited.

The Scheme received sanction from the Honble National

Company Law Tribunal, Mumbai Bench, vide its Order dated November 02, 2023. The Appointed Date of the Scheme was

April 01, 2022 and the Scheme became effective from

December 2, 2023.

Following the implementation of the Composite Scheme of Arrangement, the Company currently houses the consumer products business, encompassing glassware, non-glassware, and Opalware. Borosil Scientific Limited now houses the Scientific and Industrial Products business, including Lab glassware, Lab instrumentation, and pharma packaging. As part of the restructuring, Klass Pack Limited has been renamed as

Borosil Scientific Limited.

Business Overview

Our Company offers affordable, high-quality products for everyday use in contemporary designs for the progressive homemaker. In recent times, Borosil has expanded its consumer offerings from its core glassware range to opalware dinner sets

(sold under the brand ‘Larah), small kitchen appliances, storage products, glass lunch boxes, stainless steel cook wares and steel vacuum insulated flasks & bottles.

Consumer products have fared very well in FY 2023-24. Consumer Products achieved a revenue of 942.25 crore in FY 2023-24, an increase of 27.1% over FY 2022-23.

Revenue of Consumer Products comprised sales of Glassware of 198.04 crore (a growth of 11.3% over last year), Non-Glassware of 386.54 crore (an increase of 27.5% over last year) and Opalware of 357.67 crore (a growth of 37.3%).

Our experience in the consumer products industry has enabled us to better understand the preferences and needs of consumers in India. This has enabled us to curate an extensive product portfolio that caters to a diverse range of consumer requirements and offers a broad range of contemporary products across different types of material and price points.

Our products are manufactured at a world class manufacturing facility at Jaipur in India. We have recently set up a one of its kind borosilicate glass pressware manufacturing facility with a production capacity of 25 tonnes per day (TPD) at Jaipur with the aim to cater to the emerging needs of our customers and reduce our dependence on imports. This will also help us to provide a competitive edge due to the lower cost of production.

The scale at which we manufacture our products, combined with our supply chain management enables us to derive the benefits of economies of scale across various aspects of our business model. Further, we maintain optimal inventory levels at our manufacturing facility by implementing technology and utilising available market information.

Our products reach our domestic consumers through pan-India distribution network, modern trade and e-commerce marketplaces and our own websites. We also have an established export channel for our business. In addition, we also sell our products in bulk quantities to corporate clients and government departments.

We equip our field staff across our distribution network with an enterprise resource planning system, which assists us in forecasting production levels and helps us in optimising inventory levels. We have developed and maintain longstanding relationships with our distributors and retailers over the years. To enhance brand awareness and strengthen brand recall for the brands that we use, we utilise a diverse array of promotional and marketing efforts, including in-shop displays, merchandising, advertisements in print and social media, retail branding and product branding.

During FY 2023-24, through our market insights, we felt the need to relook at the brand positioning of "Larah". We undertook nationwide market research comprising of qualitative and quantitative studies across 7 cities to understand the consumer sentiments and analyzing the competitive landscape. This helped us in carving out "Larah" brand positioning as "Quality Opalware that makes Indian women proud every day". Larah enhances their social status, bringing out their recognition and appreciation that they deserve every day. This positioning was further rolled out in notional applications like packaging, point of sale, website, displays etc.

Repositioned with the tagline "My Home, My Way," the brand underscores womens choices and efforts to showcase their craft fluctuations and personality as well as their commitment to making healthy, savvy and sustainable choices for their homes and loved ones.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our diversified product portfolio and product mix

We focus on identifying the needs and preferences of our consumers through our network of distributors and innovating our products to cater to their differing requirements and preferences, while endeavouring that our products are available across various price points and meet quality standards expected by our consumers. We offer 18,013 SKUs across our product categories. We have a diverse range of products across different product categories, types of material and price points, which enables us to serve as a "one-stop-shop", with consumers across all income levels purchasing our products. Our wide spectrum of product offerings caters to a wide range of consumer need.

We have demonstrated the ability to expand our SKUs and products across various price points. For example, in a number of product categories, we had initially started with value-added products at higher price points, and subsequently expanded into more affordable products. Our diversified product portfolio has also allowed us to maintain stable profit margins over the years by enabling us to withstand in raw material prices. Our products are made of different types of materials, such as steel, opal glass, borosilicate glass and copper. We have been the pioneer of many consumer categories in India, including microwavable glassware, glass lunch boxes, multi-utility glass storage, etc.

Our diversified product portfolio has allowed us to build a resilient business model that enables us to grow our business even through adverse events such as the COVID-19 pandemic. Our diversified product portfolio, which caters to a wide range of consumer uses across different age groups, festive seasons and occasions, has allowed us to maintain stable growth in our revenue over the years by enabling us to withstand fluctuations in demand arising from seasonality of demand for certain of our products.

In order to cater to evolving consumer demands, we seek to constantly develop and launch new range of products by leveraging our vast experience, market knowledge and innovation capabilities. In order to increase our market share of the consumer products market in India combined with our financial performance we have been introducing a new range of products in various categories of opalware, glassware and non-glassware. During the FY 2023-24, we launched 3,866 new

SKUs (across our three product categories).

Our dependence on third party suppliers for raw materials and purchase of stock-in-trade

We depend entirely on third-party suppliers for the supply of raw materials, packaging materials and stock-in-trade.

We source our raw materials on a purchase order basis, and do not enter into long term contracts (typically 12 months or longer) with raw material suppliers. Thus, our business is susceptible to

in raw material prices. The prices of raw materials are affected by several factors beyond our control, including, among others, production capacity, transportation costs, disruptions in infrastructure, regulation, governmental policies, labour unrest, export restrictions and demand among other competitors and users.

Our ability to improve manufacturing efficiency

Our ability to improve our manufacturing efficiency is important to improving our profit margins. We have implemented automation and integrated technology into our processes at key stages of design, manufacturing and distribution to increase efficiency and ensure quality in a cost-effective manner. To improve our manufacturing efficiency, we intend to continue improving our capacity utilisation and manage our operating costs through increased automation of certain manufacturing processes. For example, in recent years, we have implemented certain projects to reduce energy costs like replacement and installation of energy efficient chillers, lights, air compressors and automation of idle time machine stoppage and enhance efficiency through usage of modified orifice ring, tube and plunger with special material and also implemented online tempering. We also intend to upgrade our existing machinery and purchase new machinery with modern technology to achieve better productivity and minimize our wastage.

Our ability to grow our distribution network

Our nationwide sales and distribution network is supported by our 224 member sales and marketing team. We equip our field staff across our distribution network with an enterprise resource planning system, which assists us in forecasting production levels and helps us in optimising inventory levels. We have developed and maintain longstanding relationships with our distributors, and retailers over the years. Over the last few years, we have invested in our Distributor Management System (DMS) and sales force automation tool (Borosil SAARTHI) to improve our market reach, market visibility and employee productivity through an effective online inventory management and replenishment of our products thereby improving our turnaround time. Our focus on digitalisation and automation has played a significant role in our transformation. This year we extended usage of SAARTHI to other verticals like Large Format Store (LFS), Canteen Stores

Department (CSD) & Central Police Canteen (CPC).

We strive to balance product availability and inventory levels such that we can continue to deploy resources in an efficient manner.

Even with our vast geographical outreach, our operations have the ability to respond to our network of distributors and trade consumers, as well as changing consumer preferences and constantly fluctuating demand.

Our own website www.myborosil.com has been able to get considerable traffic by offering targeted marketing campaigns, user-friendly navigation and seamless customer purchase experience. We are also offering personalised experience to improve engagement of our website visitors like "personalised water bottles" and "Make your own dinner sets". The website is also backed up by salesforce based robust customer experience department for post-purchase experience.

Our ability to compete effectively in the Indian consumer products industry

Our ability to compete effectively in the Indian consumer products industry is dependent on factors such as our product range, product mix, production capacity, advertising and marketing efforts, design and market penetration. Our ability to respond to changing consumer preferences and the products and sales efforts by our competitors is also critical for us to compete effectively and maintain a competitive position in the Indian consumer products industry.

We face significant competition from a number of competitors, some of which are larger and have substantially greater resources than us, including the ability to spend more on advertising and marketing and offer substantial discounts. From time to time, we have had to increase our advertising, marketing and promotional efforts, including our incentive programs to our distribution network, offer substantial discounts on our less popular products, and widen or improve our product range in order to compete effectively with our competitors, which in turn have increased our expenses during such periods. Some of our competitors in certain product categories also have competitive advantages such as longer operating histories, better brand recognition and more established supply relationships.

CAPITAL EMPLOYED:

As on March 31, 2024, the Company had operating capital employed (without considering Investments and capital work-in-progress) of about 601.2 crore (as compared to

355.2 crore as on March 31, 2023). The Jaipur opal furnace was commissioned in the first week of January 2023 and

Borosilicate Glass Pressware furnace was commissioned in the last week of March 2024 and accordingly the capital employed has been considered. The consumer business maintains an average working capital of 71 days of sales. The fixed assets as of March 31, 2024 (including capital work in progress, capital advance and Capital Creditors) were 572.44 crore. After the implementation of the Borosilicate facility and the expansion of the Larah opalware capacity, the maintenance and plant upgradation including furnace rebuild capex in the business is anticipated to be in the range of 30 to 35 crore each year.

OUTLOOK:

The Indian consumer ware market, valued at 24,058 crore in FY 2023, is poised for substantial growth, with projections indicating a market size of 41,083 crore by FY 2028, registering a CAGR of 11.3%. This growth is driven by factors such as rising disposable income, the trend towards nuclear families, and an increasing demand for organized and functional kitchen spaces. The evolving Indian consumer, characterized by higher discretionary spending and enhanced product accessibility through online platforms and multi-brand outlets, further supports this expansion. Additionally, the focus on innovative, aesthetically pleasing, and functional products has bolstered the growth of branded players and the industry as a whole.

Borosil has cemented its position as a leader in the consumer ware market by offering affordable, high-quality products with contemporary designs tailored for the progressive homemaker.

The Company has expanded its core glassware offerings to include opalware dinner sets under the Larah brand, small kitchen appliances, storage solutions, glass lunch boxes, stainless steel cookware, and steel vacuum insulated flasks and bottles.

The strategic focus on market expansion for glassware and Opalware, coupled with scaling up branding, promotional, and digital activities, is expected to drive continued growth of the brand. Additionally, the Companys commitment to integrating technology-based solutions across its operations enhances efficiency and supports its innovation-driven approach.

The Companys state-of-the-art manufacturing facility in Jaipur, including a new borosilicate glass pressware unit, strengthens its production capabilities and reduces reliance on imports. This investment not only meets emerging customer needs but also provides a competitive edge through cost-effective production.

The Companys extensive product portfolio, comprising 18,013 SKUs across various categories and price points, enables it to serve a broad range of consumer requirements. This diversified offering, along with robust supply chain management and optimal inventory practices, ensures the Company remains resilient against market fluctuations.

The Companys products reach domestic consumers through a pan-India distribution network, modern trade channels, e-commerce marketplaces, and its own websites. The Company also maintains strong export channels and bulk sales to corporate clients and government departments. Its comprehensive marketing and promotional efforts, including the repositioning of the Larah brand with the tagline "My Home, My Way," further strengthen brand awareness and consumer engagement. Looking ahead, the Company is poised for sustained growth by continuously innovating and expanding its product range to meet evolving consumer demands. The Companys focus on quality, affordability, and contemporary design, combined with its strong distribution network and technological advancements, positions it well to capitalize on market opportunities and maintain its leadership in the consumerware industry.

INTERNAL CONTROL SYSTEM 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 & external audit firm and Internal

Audit Reports are reviewed by the Audit Committee on a quarterly basis.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES, INDUSTRIAL RELATIONS AND NUMBER OF PEOPLE EMPLOYED:

Our pursuit of excellence is driven by the unwavering commitment and hard work of our employees. Our success in the glass manufacturing industry is nothing but the reflection of their dedication and passion. We foster a workplace where transparency, openness, and empowerment are crucial to our culture. Our core focus includes:

People-Centric Culture: Our organization thrives on its people, creating an inclusive and supportive environment.

Trust and Openness: We emphasize honest communication and transparency across all levels.

Homegrown Talent: We prioritize developing leaders from within, advancing their careers within our organization.

Empowerment: We encourage initiative and innovation, empowering employees at every level.

Accessible Leadership: Our open-door policy ensures that leadership is approachable and available to all team members.

Long-Term Commitment: We value long-term employee relationships, reflecting our dedication to their growth.

Supportive Management: Our leadership is committed to providing continuous support and guidance.

Aligned Goals: We align personal aspirations with organizational objectives to drive mutual success.

We are refining our structure, assessing leadership capabilities, and identifying key talent and measures to attract, retain, and engage top performers. By offering new roles and growth opportunities, we aim to build an agile, resilient and dynamic workforce.

Our Learning and Development (L&D) department plays a crucial role in the development and upskilling competencies of the workforce. We offer continuous learning opportunities tailored to meet business needs and address challenges. Training programs are designed based on business inputs aligned to the vision of the organisation and their effectiveness is evaluated periodically.

This ensures that employees not only learn new skills but also apply their learnings to boost productivity and performance. Beyond core training, we have implemented various initiatives that support wellness and professional development. These programs are integral to our commitment of holistic growth of our employees.

We are dedicated to shaping developmental paths that align with each employees role and aspirations, preparing them for future leadership roles. Guided by our core values - Integrity, Customer Focus, Respect, Continual Improvement, Accountability, and Safety, we strive to embody these principles in all our actions and HR interventions.

The Company has 600 permanent employees as on March 31, 2024.

SEGMENTWISE PERFORMANCE

The Company is primarily engaged in the business of Consumer ware products, which is a single segment in terms of Ind AS 108 "Operating Segments".

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

The operational performance improved significantly during the year with Net Sales growing by 27.1%. EBITDA (before exceptional and one-time items) was 15.4%. Profit after tax for the year ended March 31, 2024 was 65.9 crore against 51.9 crore during the previous year.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG-WITH DETAILED EXPLANATIONS:

Ratios (Based on	Standalone	2023-24	2022-23	Change (%)	Explanation where changes is more than
Financials)					25%
Debtors Turnover Ratio		13.20	16.69	(20.9)	-
Inventory Turnover Ratio		4.74	5.85	(18.95)	-
Interest Coverage Ratio		11.02	23.55	(53.2)	Primarily due to increase in Borrowings
Current Ratio		1.18	1.39	(15.1)	-
Debt Equity Ratio		0.27	0.17	53.3	Primarily due to increase in Borrowings
Operating Profit Margin %		10.25%	9.24%	11.0	-
Net Profit Margin %		6.99%	7.00%	(0.1)	-
Return on Net Worth %		14.39%	13.13%	9.6%	-

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis: Not Applicable

2. Details of material contracts or arrangements or transactions at arms length basis:

Particulars	Details
a. Name(s) of the related party & nature of relationship	Borosil Scientific Limited ("BSL") [formerly Klass Pack Limited].
	BSL is a related party of the Company falling within the definition of ‘Related Party under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
	BSL was a subsidiary of the Company. However, post implementation of the Composite Scheme of Arrangement, BSL has ceased to be the subsidiary of the Company with effect from December 2, 2023.
	BSL has the same set of Promoters as the Company. Mr. P.K. Kheruka and Mr. Shreevar Kheruka, Directors and Promoters of the Company are also the Directors and Promoters of BSL and they hold more than 2% of the paid-up equity share capital of BSL. Mr. Kewal Handa and Ms. Anupa Sahney, Independent Directors of the Company are also the Independent Directors of BSL.
b. Nature of contracts / arrangements / transaction	(i) Purchase of consumer glass ware products such as mugs, bottles, bowls, jars, glass tumblers and similar consumer glass ware items by the Company from BSL; and
	(ii) Functional support / shared service transactions between the Company and BSL
c. Duration of the contracts / arrangements / transaction	Pursuant to the approval accorded by the shareholders at the 13th Annual General Meeting ("AGM") of the Company held on July 25, 2023, the tenure/duration of the aforesaid transactions was from the effective date of the Composite Scheme of Arrangement i.e. December 2, 2023 upto the date of this 14th AGM of the Company.
d. Salient terms of the contracts or arrangements or transaction including the	(i) Aggregate value of purchase of consumer glassware products by the Company from BSL from December 2, 2023 up to March 31,2024 – 2,236.31 lakh; and
value, if any	(ii) Aggregate value of functional support / shared service transactions between the
e. Date of approval by the Board	Company and BSL from December 2, 2023 up to March 31, 2024 – 758.27 lakh May 22, 2023
	Transactions of the Company with BSL are in the ordinary course of business and on an arms length basis.
f. Amount paid as advances, if any	Nil

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2023-24

1. Brief outline on Corporate Social Responsibility (CSR) Policy of the Company:

The CSR Policy of the Company has been formulated in accordance with Section 135 of the Companies Act, 2013 ("the Act") and the Companies (Corporate Social Responsibility) Rules, 2014.

The Company views CSR as a process through which an organization considers and evolves its relationships with stakeholders for the common good, and demonstrates its commitment in this regard.

The Company undertakes CSR activities, as mentioned in Schedule VII to the Act and as decided by the CSR Committee /

Board of Directors from time to time, depending on the availability of suitable opportunities and need of the area / beneficiaries concerned.

2. Composition of the CSR Committee:

Sr. No. Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mr. P. K. Kheruka	Chairman (Non-Executive Director)	2	2
2 Mr. Shreevar Kheruka	Member (Managing Director & CEO)	2	2
3 Mr. Naveen Kumar Kshatriya*	Member (Independent Director)	2	1
4 Ms. Anupa Sahney	Member (Independent Director)	2	2
5 Mr. Kewal Handa	Member (Independent Director)	2	2

* Ceased to be Independent Director/Member w.e.f. October 14, 2023 due to unfortunate demise.

3. The web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company are provided below:

Composition of CSR Committee - Composition of CSR Committee

CSR Policy - CSR Policy

CSR Projects approved by the Board CSR Projects approved by the Board

4. The executive summary along with web-link(s) of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable

5. a. Average net profit of the Company as per sub-section (5) of Section 135: 8648.57 lakh b. Two percent of average net profit of the Company as per sub-section (5) of Section 135:172.97 lakh c. Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil d. Amount required to be set-off for the financial year, if any: Nil e. Total CSR obligation for the financial year [(b)+(c)-(d)]: 172.97 lakh

6. a. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): 173 lakh b. Amount spent in Administrative Overheads: Nil c. Amount spent on Impact Assessment, if applicable: Nil d. Total amount spent for the Financial Year [(a)+(b)+(c)]: 173 lakh e. CSR amount spent or unspent for the Financial Year:

Total amount spent		Amount Unspent (In )
for the Financial Year (in )	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the fund	Amount	Date of transfer
173 lakh			-

f. Excess amount for set-off, if any:

Sr. No. Particulars	Amount ( in lakh)
i) Two percent of average net profit of the company as per section 135(5)	172.97
ii) Total amount spent for the Financial Year	173.00
iii) Excess amount spent for the financial year [(ii)-(i)]	0.03
iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
v) Amount available for set off in succeeding financial years [(iii)-(iv)]	0.03*

* CSR Committee and the Board of Directors at their respective meetings held on May 24, 2024, have decided not to carry forward the excess CSR contribution of 0.03 lakh for setting off in the succeeding financial years.

7. Details of Unspent CSR amount for the preceding three financial years: Not Applicable

Sr. No. Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under section 135 (6)	Balance Amount in Unspent CSR Account under subsection (6) of section 135	Amount spent in the Financial Year	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any Amount Date of transfer	Amount remaining to be spent in succeeding financial Years	Deficiency, if any
			Not Applicable

8. Whether any capital assets have been created or acquired through CSR amount spent in the Financial Year

Yes No

If Yes, enter the number of Capital assets created/ acquired – Not Applicable

Furnish the details relating to such asset(s) so created or acquired through CSR amount spent in the Financial Year:

Sr. No. Short particulars of the property or asset(s) [including complete address and location of the property]	Pin Code of the property or asset(s)	Date of Creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
				CSR registration number, if applicable	Name	Registered address
		Not Applicable

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section (5) of Section 135: Not Applicable

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members, Borosil Limited

CIN: L36100MH2010PLC292722

1101, 11^th Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Borosil Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our of the Companys books, papers, minute books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the

Company has, during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act): - a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) The Securities and Exchange Board of India (Share

Based Employee Benefits and Sweat Equity)

Regulations, 2021; e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; Not applicable as there was no reportable event during the financial year under review f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client; Not applicable as there was no reportable event during the financial year under review g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

Not applicable as there was no reportable event during the financial year underreview h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not applicable as there was no reportable event during the financial year underreview i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and j) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; We have also examined compliance with the applicable clauses of the following: i) Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India; ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, the Company has complied, with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors,

Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the financial year under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, except where consent of the directors was received for scheduling meeting at a shorter notice. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting; All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the respective minutes of the meetings.

We further report that based on the review of the compliance mechanism established by the Company and on the basis of compliance certificate(s) issued by various departments and taken on record by the Board of Directors at their meetings, we are of the opinion that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the financial year under review:

1. Pursuant to exercise of the options issued under "Borosil Limited Special Purpose Employee Stock Option Plan 2020" and "Borosil Limited Employee Stock Option Scheme, 2020", the Company has made allotment of

1,67,608 Equity Shares of the face value of 1 /- each. Post the allotment, these Equity Shares were listed on

BSE Limited & National Stock Exchange of India Limited. 2. M/s. Pathak H.D. & Associates LLP, Chartered Accountants (Firm Registration No. 107783W/W100593) had resigned as the Statutory Auditors of Borosil Scientific Limited

(formerly Klass Pack Limited) [material subsidiary of the

Company till December 1, 2023]) effective May 22, 2023 after issuing the Auditors report for the quarter and year ended March 2023. The resultant casual vacancy had been filled by the board of directors of Borosil Scientific

Limited (formerly Klass Pack Limited), by appointing

M/s Chaturvedi & Shah LLP, Chartered Accountants (Firm

Registration No. 101720W / W100355), as the Statutory

Auditors, to hold office up to the conclusion of the 32^nd Annual General Meeting of Borosil Scientific Limited

(formerly Klass Pack Limited). The shareholders of Borosil

Scientific Limited (formerly Klass Pack Limited) at the 32^nd Annual General Meeting held in the calendar year

2023, have appointed M/s Chaturvedi & Shah LLP,

Chartered Accountants (Firm Registration No. 101720W /

W100355) as the Statutory Auditors for a term of 5 (five) consecutive years, from the conclusion of the 32^nd Annual General Meeting held in the calendar year 2023 until conclusion of 37^th Annual General Meeting to be held in the calendar year 2028.

3. The Composite Scheme of Arrangement between the

Company (Demerged Company) and Borosil Scientific

Limited (formerly Klass Pack Limited) [Resulting Company or Transferee Company or BSL] and Borosil Technologies Limited (BTL) [Transferor Company) and their respective shareholders and creditors was approved by the Honble

National Company Law Tribunal, Mumbai Bench vide its Order dated November 02, 2023. The Composite Scheme of Arrangement became effective from December 2, 2023 and Appointed date of the Scheme was April 1, 2022.

Consequently, BSL ceased to be the material subsidiary & subsidiary, Goel Scientific Glass Works Limited ceased to be the subsidiary and BTL ceased to be the wholly-owned subsidiary of the Company w.e.f. December 2, 2023. Post implementation of the Composite Scheme of Arrangement, Acalypha Realty Limited (unlisted) continues to be the subsidiary of the Company.

4. The shareholders of the Company at the extra ordinary general meeting held on February 20, 2024 had accorded approval to raise capital by way of a qualified institutions placement to eligible investors through issuance of equity shares and/or other eligible securities for an aggregate amount not exceeding 250 crore (Rupees Two Hundred and Fifty Crore only). During the financial year under review, no amount was raised by the Company pursuant to this enabling resolution.

5. In accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the shareholders of the Company at the 13^th Annual General Meeting (AGM) held on July 25, 2023, had approved material Related Party Transactions (RPTs) between the Company and

Borosil Scientific Limited (formerly Klass Pack Limited or

BSL) for purchase of glassware products by the Company from BSL (for an amount not exceeding 60 crore) and functional support/shared service transactions between the Company and BSL (for an amount not exceeding

30 crore). The tenure/duration of these RPTs was from the effective date of the Composite Scheme of Arrangement i.e. December 2, 2023 upto the date of ensuing 14^th AGM of the Company.

To,

The Members, Borosil Limited

Based on audit, our responsibility is to express an opinion on the compliance with the applicable laws and maintenance of records by the Company. We conducted our audit in accordance with the auditing standards CSAS 1 to CSAS 4 ("CSAS") prescribed by the Institute of Company Secretaries of India ("ICSI"). These standards require that the auditor complies with statutory and regulatory requirements and plans and performs the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Our report of even date is to be read along with this letter.

1) Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our audit.

2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test-check basis to ensure that correct facts are reflected in the Secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company and for which we relied on the report of statutory auditor.

4) Wherever required, we have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events, etc.

5) The compliance of the provisions of corporate and other applicable Laws, Rules, Regulations, standards is the responsibility of

Management. Our examination was limited to the verification of procedures on test-check basis.

6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

1. The ratio of remuneration of each director to the median remuneration of the employees and percentage increase in remuneration of Directors, Chief Financial Officer and Company Secretary

Sr. No. Name	Designation	% increase/(decrease) in remuneration in FY 2023-24	Ratio/Times to the median remuneration of the employees
1. Mr. P. K. Kheruka	Chairman, Non-Executive Director	37.36	3.86
2. Mr. Shreevar Kheruka (KMP)	Vice Chairman, Managing Director & CEO	(0.83)	166.69
3. Late Naveen Kumar Kshatriya$	Independent Director	Not comparable as the remuneration of FY 2023-24 was for part of the year
4. Ms. Anupa Rajiv Sahney	Independent Director	40.28	3.90
5. Mr. Kewal Kundanlal Handa	Independent Director	34.28	4.02
6. Mr. Kanwar Bir Singh Anand	Independent Director	62.26	2.88
7. Mr. Rajesh Kumar Chaudhary (KMP)	Whole-Time Director	25.24*	24.27
8. Mr. Anand Sultania (KMP)	Chief Financial Officer	41.83	Not Applicable
9. Ms. Anshu Agarwal (KMP)	Company Secretary	23.24	Not Applicable

Notes:

The remuneration of the Non-Executive/Independent Directors comprises of sitting fees and commission. The above details have been calculated based on the pay-out made in FY 2022-23 and FY 2023-24.

$ Mr. Naveen Kumar Kshatriya ceased to be the Independent Director w.e.f. October 14, 2023 due to his unfortunate demise.

* The remuneration for FY 2022-23 is excluding the taxable value of perquisite for the stock options exercised by him during FY 2022-23.

2. In FY 2023-24, there was an increase of 28.5% in the median remuneration of employees

The percentage increase in the median remuneration of employees has been calculated, after considering the transfer of all the employees relating to Scientific and Industrial Products Business to Borosil Scientific Limited, as part of the implementation of the Composite Scheme of Arrangement during FY 2023-24.

3. No. of permanent employees as on March 31, 2024: 600

4. Average percentage decrease in the remuneration of employees, other than the managerial personnel in FY 2023-24 was (17.36%) whereasthe managerial personnels average remuneration decreased by (9.67%) .

During FY 2023-24, as part of the implementation of the Composite Scheme of Arrangement, all the employees relating to

Scientific and Industrial Products Business were transferred to Borosil Scientific Limited. Consequently, there has been an average percentage decrease in the remuneration of employees, other than the managerial personnel.

The increment given to each individual employee is based on the employees performance as well as the performance of the Company and also benchmarked against industry standard.

5. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

Details of conservation of energy, technology absorption and Foreign Exchange Earnings & Outgo a) Conservation of Energy

(i) The steps taken or impact on conservation of energy.	1. Replacement of mold oven with an energy-efficient model to achieve annual energy savings of 31,025 Kwh;
	2. Optimization of various process parameters to achieve annual energy savings of 9,15,775 Kwh;
	3. Usage of online tempering waste heat for water in Opal Glass Furnace-2 decoration, resulting in an annual energy savings of 11,520 Kwh.
(ii) The steps taken by the company Installation of 8.6 MWp solar plant in Phase-1 to power Opal Glass Furnace-1 and for utilizing alternate sources of Opal Glass Furnace-2 plants, to boost green energy utilization up to 20% energy.
(iii) The capital investment on energy Phase-1 Solar Power Plant – 3,641 lakh conservation equipment.

b) Technology absorption

(i) The efforts made towards technology absorption	1. Design and usage of advance material to improve product quality;
	2. Developed spray-coated borosilicate and opal ware products;
	3. Upgraded the servo-based press plunger and stacker, pusher in borosilicate forming machine for improved control and repeatability;
	4. Installed a water recycling system to reuse the process water, thereby reducing overall water consumption.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution	1. Usage of advance material will improve product quality and efficiency;
	2. Spray-coating on borosilicate and opal ware products leads to additional range of product;
	3. Quick stabilization of borosilicate products is achieved through enhanced control and repeatability using servo-based press plunger, stacker & pusher;
	4. Water consumption has decreased from 3.65 KL/MT to 3.19 KL/MT in White Ware glass production by utilizing recycled water.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) the details of technology imported	Nil
(b) the year of import;	Not Applicable
(c) whether the technology been fully absorbed	Not Applicable
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
(iv) the expenditure incurred on Research and Development	90.03 lakh

For more details on these initiatives, please refer the Business Responsibility and Sustainability Report forming part of this Integrated Annual Report.

c) Foreign exchange earnings and outgo:

Foreign exchange earnings for the year ended March 31, 2024	3,322.29 lakh
Foreign exchange outgo for the year ended March 31, 2024	27,674.82 lakh