Meeting Information

  • Meeting Type: 16th Annual General Meeting (AGM)
  • Meeting Date: Thursday, September 24, 2026
  • Meeting Time: 11:00 AM IST
  • Meeting Format: Conducted through Video Conference (VC)/Other Audio-Visual Means (OAVM)
  • Record Date: September 17, 2026 (corrected from July 22, 2025)

Summary of Resolutions and Implications

The AGM considered and passed nine resolutions with requisite majority:

Ordinary Business

1. Adoption of Financial Statements: Ordinary resolution to adopt audited standalone and consolidated financial statements for FY ended March 31, 2026, along with reports of Board of Directors and Statutory Auditor.

2. Re-appointment of Director: Ordinary resolution to re-appoint Mr. Rajesh Kumar Chaudhary (DIN: 07425111) who retired by rotation.

3. Re-appointment of Auditors: Ordinary resolution to re-appoint M/s. Chaturvedi & Shah LLP as Statutory Auditors.

Special Business

4. Related Party Transactions: Ordinary resolution to approve Material Related Party Transactions with Borosil Scientific Limited (votes considered only from eligible shareholders per Regulation 23(4) of SEBI LODR).

5. Remuneration of Managing Director: Special resolution to approve continuation of remuneration terms for Mr. Shreevar Kheruka, Managing Director.

6. Fundraising: Special resolution to approve raising funds through further issue(s) of securities up to ₹250 crores.

7. ESOP Scheme Amendments: Special resolution to approve amendments to 'Borosil Limited - Employee Stock Option Scheme 2020'.

8. Secondary Share Acquisition: Special resolution to approve secondary acquisition of shares through trust route for ESOP scheme implementation.

9. Provision of Funds for ESOP: Special resolution to approve provision of money by the company for purchase of its own shares by the trust under the ESOP scheme.

Voting Process and Methods

The voting process utilized multiple methods in compliance with regulatory requirements:

  • Remote e-voting: Conducted through NSDL's e-voting platform from September 21, 2026 (9:00 AM IST) to September 23, 2026 (5:00 PM IST)
  • E-voting during AGM: Conducted during the AGM on September 24, 2026
  • Voting Rights: Proportional to paid-up share capital as on record date (September 17, 2026)
  • Scrutinizer: Dhrumil M. Shah of Dhrumil M. Shah & Co. LLP, Practicing Company Secretary, was appointed to scrutinize the voting process

Key Voting Outcomes

Overall Participation

  • Total Shareholders on Record Date: 4,287
  • Total Votes Cast: 8,45,71,030 votes (70.71% of total share capital)
  • Number of Voting Members: 210-203 across different resolutions

Resolution-wise Results

Item 1: Adoption of Financial Statements
  • Votes in Favor: 8,45,70,878 (99.9998%)
  • Votes Against: 152 (0.0002%)
  • Invalid Votes: 0
Item 2: Re-appointment of Director
  • Votes in Favor: 8,44,65,546 (99.8753%)
  • Votes Against: 1,05,484 (0.1247%)
  • Invalid Votes: 0
Item 3: Re-appointment of Auditors
  • Votes in Favor: 8,03,66,842 (95.0333%)
  • Votes Against: 42,00,188 (4.9667%)
  • Invalid Votes: 0
Item 4: Related Party Transactions
  • Votes in Favor: 70,36,125 (99.9946%)
  • Votes Against: 383 (0.0054%)
  • Invalid Votes: 0
Item 5: Managing Director Remuneration
  • Votes in Favor: 8,43,19,820 (99.7077%)
  • Votes Against: 2,47,210 (0.2923%)
  • Invalid Votes: 0
Item 6: Fundraising
  • Votes in Favor: 8,43,74,752 (99.9998%)
  • Votes Against: 178 (0.0002%)
  • Invalid Votes: 0
Item 7: ESOP Amendments
  • Votes in Favor: 8,44,80,169 (99.8973%)
  • Votes Against: 86,861 (0.1027%)
  • Invalid Votes: 0
Item 8: Secondary Share Acquisition
  • Votes in Favor: 8,45,66,341 (99.9992%)
  • Votes Against: 689 (0.0008%)
  • Invalid Votes: 0
Item 9: Provision of Funds for ESOP
  • Votes in Favor: 8,45,66,339 (99.9992%)
  • Votes Against: 691 (0.0008%)
  • Invalid Votes: 0

Shareholder Category Breakdown

  • Promoter Group: 7,73,55,064 shares held; 7,73,50,619 votes cast (99.9943% participation); 100% approval across all resolutions
  • Public Institutions: 81,84,734 shares held; 53,01,382 votes cast (64.7716% participation); varying approval rates
  • Public Non-Institutions: 3,40,47,831 shares held; 19,19,029 votes cast (5.6363% participation); high approval rates

Scrutinizer's Role and Findings

Dhrumil M. Shah of Dhrumil M. Shah & Co. LLP was appointed as Scrutinizer pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. His responsibilities included:

  • Scrutinizing remote e-voting and e-voting during the AGM
  • Preparing a consolidated report of votes cast for and against each resolution
  • Ensuring fair and transparent voting process

The scrutinizer verified that:

  • Remote e-voting commenced on September 21, 2026 (9:00 AM IST) and concluded on September 23, 2026 (5:00 PM IST)
  • Votes cast during AGM were unblocked on September 24, 2026, after conclusion of meeting
  • Remote e-voting votes were unblocked in presence of two witnesses (Dhiraj Palav and Devesh Nerurkar)
  • All electronic data and records remain in scrutinizer's custody until minutes are approved

Compliance with Laws and Regulations

The company confirmed compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 44)
  • Companies Act, 2013 (Section 108)
  • Companies (Management and Administration) Rules, 2014 (Rule 20)
  • Voting rights were proportionate to paid-up share capital as on record date
  • For Resolution 4 (Related Party Transactions), only votes from shareholders eligible under Regulation 23(4) of SEBI LODR were considered
  • Shares in Unclaimed Suspense Account and with Investor Education and Protection Fund Authority had frozen voting rights

Signatories and Roles

  • Pradeep Joshi: Company Secretary & Compliance Officer (digitally signed the submission)
  • Dhrumil M. Shah: Scrutinizer, Partner of Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries (ICSI URN: LZ0Z3MH013400, PRN:6459/2025, FCS 80211)

Additional Information

The corrected submission only changes the cut-off date in the 'total number of shareholders on record date' field from July 22, 2025, to September 17, 2026. All other particulars remain unchanged from the original submission dated September 25, 2026. The voting results and scrutinizer's report are available on the company's website (www.borosil.com) and NSDL's website (www.evoting.nsdl.com).