Key Decisions and Approvals

The Board considered and approved the following items:

1. Unaudited Financial Results (Standalone & Consolidated) for Q2 and H1 FY27

The unaudited financial results for the quarter and half year ended September 30, 2026, were approved. The results were reviewed by the Audit Committee and the Statutory Auditors (Chaturvedi & Shah LLP) have issued a Limited Review Report.

2. Amendments to Employee Stock Option Scheme (ESOS) 2017

The Board approved modifications to the Borosil Employee Stock Option Scheme 2017, based on the recommendation of the Nomination and Remuneration Committee. The amendments are:

  • To enable arrangement of shares for ESOP holders upon exercise of options, either through primary issuance or secondary acquisition via a Trust route. Currently, shares are allotted directly by the company via primary issuance.
  • Until the Trust is legally constituted and operationalized (with PAN, Bank Account, Demat & Trading Account), the Scheme shall be administered via the Direct Route.
  • Under the Direct Route, upon valid exercise of vested options, the company shall directly allot fresh equity shares on a primary basis.

These amendments are subject to approval by the company's members and other necessary regulatory/statutory approvals, and are in accordance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and the Companies Act, 2013.

3. Extension of Preferential Issue Proceeds Utilization Timeline

The Board approved the extension of the timeline for utilizing the portion of issue proceeds from 'Preferential Issue – 2' (issuance of equity shares to non-promoters approved on August 14, 2025) that was allocated for General Corporate Purposes. The new deadline is March 31, 2027, extended from October 16, 2026. The extension is owing to unforeseen operational exigencies.

Detailed Financial Performance (Standalone)

Income Statement Highlights (₹ Lakhs):

  • Revenue from Operations (Q2 FY27): ₹39,615.88 (vs. ₹37,844.29 in Q2 FY26; ₹40,569.07 in Q1 FY27)
  • Total Income (Q2 FY27): ₹40,704.21 (vs. ₹38,024.71 in Q2 FY26; ₹41,967.96 in Q1 FY27)
  • Total Expenses (Q2 FY27): ₹31,496.83 (vs. ₹28,020.94 in Q2 FY26; ₹30,133.23 in Q1 FY27)
  • Profit Before Exceptional Items & Tax (Q2 FY27): ₹9,207.38 (vs. ₹10,003.77 in Q2 FY26; ₹11,834.73 in Q1 FY27)
  • Exceptional Items (Q2 FY26): ₹3,387.04 (Related to impairment/write-off for German subsidiaries and exposure in Laxman AG)
  • Profit Before Tax (Q2 FY27): ₹9,207.38 (vs. ₹6,616.73 in Q2 FY26; ₹11,834.73 in Q1 FY27)
  • Total Tax Expense (Q2 FY27): ₹2,194.57 (vs. ₹2,034.95 in Q2 FY26; ₹3,064.18 in Q1 FY27)
  • Net Profit for the period (Q2 FY27): ₹701.28 (vs. ₹458.18 in Q2 FY26; ₹877.06 in Q1 FY27)
  • Total Comprehensive Income for the period (Q2 FY27): ₹699.35 (vs. ₹457.49 in Q2 FY26; ₹875.13 in Q1 FY27)

Half-Yearly Performance (H1 FY27 vs H1 FY26) (₹ Lakhs):

  • Revenue from Operations: ₹80,184.95 (vs. ₹71,070.33)
  • Total Income: ₹82,672.17 (vs. ₹71,802.91)
  • Profit Before Tax: ₹21,042.11 (vs. ₹-19,318.56 [Loss])
  • Net Profit for the period: ₹1,578.34 (vs. ₹-2,265.28 [Loss])
  • Total Comprehensive Income for the period: ₹1,574.48 (vs. ₹-2,266.58 [Loss])

Earnings Per Share (EPS) (₹):

  • Basic EPS (after exceptional items) (Q2 FY27): 4.86 (vs. 3.44 in Q2 FY26; 6.25 in Q1 FY27)
  • Diluted EPS (after exceptional items) (Q2 FY27): 4.85 (vs. 3.43 in Q2 FY26; 6.25 in Q1 FY27)
  • Basic EPS (before exceptional items) (Q2 FY27): 4.86 (vs. 5.62 in Q2 FY26; 6.25 in Q1 FY27)
  • Diluted EPS (before exceptional items) (Q2 FY27): 4.85 (vs. 5.60 in Q2 FY26; 6.25 in Q1 FY27)

Capital Structure:

  • Paid-up Equity Share Capital (as of Sept 30, 2026): ₹1,471.84 Lakhs (Face Value: Re. 1/- each)
  • Other Equity (as of Sept 30, 2026): ₹1,92,885.11 Lakhs
  • Total Equity (as of Sept 30, 2026): ₹1,94,356.95 Lakhs

Detailed Financial Performance (Consolidated)

The consolidated results include the company and its subsidiaries (Laxman AG, Interfloat Corporation) and associates (ReNew Green (GJS Two) Private Limited, Clean Max Prithvi Private Limited).

Subsidiaries (Unaudited) for H1 FY27:

  • Total Assets: ₹3,415.11 Lakhs
  • Total Revenue: ₹91.83 Lakhs
  • Net Loss after tax: ₹(240.45) Lakhs
  • Total Comprehensive Loss: ₹(240.45) Lakhs
  • Net Cash Inflow: ₹5.71 Lakhs

Associates (Unaudited) for H1 FY27:

  • Group's share of Net Profit/(Loss): ₹34.99 Lakhs
  • Group's share of Total Comprehensive Income: ₹34.99 Lakhs

The auditor's review report notes reliance on unaudited financial information for subsidiaries and associates certified by management, which is stated to be not material to the Group.

Significant Updates and Notes to Accounts

1. Preferential Issue & Warrant Conversion:

  • In earlier years, the company allotted 18,86,793 equity shares to promoters and 78,80,436 warrants to non-promoters at ₹530 per share/warrant (Total issue size: ₹51,766.31 Lakhs). 25% was received for warrants at allotment.
  • During Q2 FY27, the company received ₹27,429.59 Lakhs (balance 75%) from warrant holders upon exercise, leading to the allotment of 69,00,526 fully paid-up equity shares of Re. 1/- each.
  • This increased Paid-up Equity Capital by ₹69.01 Lakhs and Securities Premium by ₹36,503.78 Lakhs.
  • Total funds received under this preferential issue: ₹51,318.82 Lakhs (for 18,86,793 promoter shares + 77,67,858 shares from warrant conversion).
  • The Board approved the forfeiture of 1,12,578 warrants along with upfront subscription money of ₹149.17 Lakhs due to non-payment of the balance amount, consequent to which these warrants stand cancelled.
  • Utilization of Proceeds (as of Sept 30, 2026):
  • ₹18,500.00 Lakhs: To satisfy liability from Standby Letter of Credit (SBLC) extended for GMB Glasmanufaktur Brandenburg GmbH (step-down subsidiary).
  • ₹13,440.07 Lakhs: Capital expenditure for production capacity expansion.
  • Remainder: Temporarily invested in mutual funds, fixed deposits, and held in bank pending utilization.

2. Earlier Preferential Issue (Non-Promoters):

  • Allotted 69,43,691 shares at ₹535 each, raising ₹37,148.75 Lakhs.
  • ₹12,357.40 Lakhs utilized for capex and general corporate purposes as of Sept 30, 2026.
  • Remainder temporarily invested in mutual funds.

3. Capex Project Update:

  • The Board approved a revised timeline for commissioning SG4 & SG5 furnaces (300 TPD each) at Bharuch, Gujarat, to the end of March 2027 due to certain reasons.
  • An additional cost outlay of ₹15,000.00 Lakhs was approved.
  • The total estimated investment for the 600 TPD expansion is now approximately ₹1,10,000.00 Lakhs.

4. Exceptional Items (FY26 & Q2 FY26):

Represent impairment/write-off for German subsidiaries (Geosphere Glassworks GmbH, GMB Glasmanufaktur Brandenburg GmbH) and recognition of additional liability from their insolvency proceedings, and impairment towards exposure in Laxman AG.

5. Segment Information:

The company/group is primarily engaged in the manufacturing of Flat Glass, which constitutes a single reportable segment.

6. Revenue Breakdown (Standalone, H1 FY27):

  • Within India: ₹77,611.27 Lakhs
  • Outside India: ₹2,573.68 Lakhs
  • Total: ₹80,184.95 Lakhs

Financial Impact and Implications

  • Capital Structure Impact: The warrant conversion and share allotment have increased the paid-up capital and altered the shareholding pattern. The forfeiture of warrants has reduced potential future dilution.
  • Cash Flow Implications: Significant cash inflow (₹27,429.59 Lakhs) was recorded from financing activities due to warrant conversion. Capex and investments represent cash outflows.
  • Operational Impact: The extension of the fund utilization timeline and revised project commissioning date indicate delays in planned capital deployment and project execution.