BOARD'S REPORT

To,

The Members,

Your Directors are pleased to present the Thirty Sixth (36^th) Annual Report on business and operations of Carysil Limited
('the Company') (formerly known as 'Acrysil Limited') together with the Audited Annual Financial Statements for the financial
year ended March 31, 2023. This report states compliance as per the requirements of the Companies' Act, 2013 ("the Act"),
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL RESULTS

The summary of Standalone (Company) and Consolidated (Company and its Subsidiaries) financial performance for the
year under review as compared to the previous financial year are given below:

2. COMPANY'S PERFORMANCE

THE FINANCIAL HIGHLIGHTS OF THE COMPANY'S

PERFORMANCE (STANDALONE) FOR THE YEAR

ENDED MARCH 31,2023 ARE AS UNDER:

• The Revenue from operations stood at '
33,570.35 Lakhs in 2022-23 as compared to '
38,802.57 Lakhs in the previous year.

• Net profit after tax stood at ' 2,558.31 Lakhs in
2022-23 as compared to ' 5,152.36 Lakhs in the
previous year.

• Earnings per share for the year 2022-23 stood at
' 9.56/- per share as compared to ' 19.30/- per
share in the previous year.

THE FINANCIAL HIGHLIGHTS OF THE COMPANY'S

PERFORMANCE (CONSOLIDATED) FOR THE YEAR

ENDED MARCH 31,2023 ARE AS UNDER:

• Consolidated Revenue from operations stood at
' 59,388.85 Lakhs in 2022-23 as compared to
' 48,390.14 Lakhs in the previous year.

• Net profit after tax stood at ' 5,283.05 Lakhs in
2022-23 as compared to ' 6525.65 Lakhs in the
previous year.

• Earnings per share for the year 2022-23 stood at
' 19.59/- per share as compared to ' 24.26/- per
share in the previous year.

3. CHANGE IN THE NAME OF THE COMPANY

The name of the Company has been changed to
Carysil Limited; vide Fresh Certificate of Incorporation
Consequent upon Change of Name received from the
Registrar of Companies, Maharashtra dated October
26, 2022.

4. DIVIDEND

Considering the consistent financial performance of
your Company and promising future prospects while
retaining capital to maintain a healthy Capital Adequacy
Ratio and to support future growth, your Directors are
pleased to recommend for approval of Members a
final dividend of Re. 2/- (100%) per Equity Share for the
financial year ended March 31, 2023. The declaration
and payment of dividend is subject to the approval of
shareholders at the ensuing Annual General Meeting
of the Company and shall be subject to deduction of
income tax at source.

5. DIVIDEND DISTRIBUTION POLICY

The Company has formulated Dividend Distribution
Policy in accordance with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and any amendments thereto
("hereinafter referred to as LODR Regulations") for
bringing transparency in the matter of declaration of
dividend and to protect the interest of investors. The
Dividend Distribution Policy is available on the website
of the Company: Microsoft Word - Acrysil_Dividend
Distribution Policy (carysil.com)

6. MATERIAL CHANGES, TRANSACTION AND
COMMITMENT, IF ANY FROM THE END OF THE
FINANCIAL YEAR TILL THE DATE OF THIS REPORT.

There were no Material changes and commitments
which may affect the financial position of the Company
after the end of the financial year till the date of this
report except as mentioned hereunder: -

Acquisition of UK based company (“The tap factory
limited")

Carysil UK Limited, a wholly owned subsidiary of the
Company , acquired UK based Company, The Tap
Factory Limited , by acquiring 70% shares of The Tap
Factory Limited at a price of £ 1.16 Million(i.e 70% of
Total Enterprise Value of £ 1.65 Million) with an option
to acquire balance 30% in 2 tranches of 15% each in
next two years.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATION IN FUTURE

During the year under review, no significant or material
orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and
Company's operations in future.

8. DISCLOSURE, AS TO WHETHER MAINTENANCE OF
COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION
148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY
THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS
AND RECORDS ARE MADE AND MAINTAINED

The Company, in accordance with section 148(1) has
maintained cost records as specified by the Central
Government.

9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management's Discussion and Analysis Report
for the year, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), is presented in a separate section,
forming part of the Annual Report.

10. SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2023
stands at ' 5,35,43,882 divided into 2,67,71,941 equity
shares of ' 2/- each.

During the 2022-23, the Company issued and allotted
77,061 Equity Shares of Re. 2/- each fully paid to
Employees pursuant to Exercise of Employee Stock
Option Plan at an exercise price of ' 60/- per equity
share on exercise of the options granted to them under
'Acrysil Limited - Employee Stock Option Plan 2021'.

Except mentioned above, the Company has neither
issued shares with differential rights as to dividend,
voting or otherwise during the year. As on March 31,
2023, none of the Directors of the Company hold
instruments convertible into Equity Shares of the
Company.

11. TRANSFER TO RESERVES

The Company proposes to transfer sum of ' 1,000
Lakhs to the General Reserves.

12. CREDIT RATING

On December 29, 2022, ICRA Limited has reaffirmed
the ratings on the Long Term Debt of the Company.
The Company's financial discipline and prudence is
reflected in the strong credit ratings ascribed by ICRA
Limited as given below:

13. SUBSIDIARIES

As on March 31, 2023, the Company has eight
subsidiaries, including 4 overseas subsidiaries and
two step down overseas subsidiary. There has been
change in the name of following Subsidiary and step
down subsidiary Companies vis-a-vis to change in
the name of parent Company, in order to have a Brand
Recall, Launch of 'CARYSIL' as a global brand.;

• Acrysil Steel Limited to Carysil Steel Limited
w.e.f. December 20, 2022

• Acrysil Products Limited to Carysil Products
Limited w.e.f. December 06, 2022

• Acrysil UK Limited to Carysil UK Limited w.e.f
December 06, 2022

• Acrysil Ceramitech Limited to Carysil Ceramitech
Limited w.e.f November 17, 2022

• Sylmar Technology Limited to Carysil Surfaces
Limited w.e.f December 06, 2022

During the Financial Year, the Company had
incorporated a Wholly Owned Subsidiary (WOS)
Company in Dubai (UAE) namely 'Carysil FZ-LLC').

There are no associate companies or joint venture
companies within the meaning of Section 2(6) of the
Act. Financials of subsidiaries are disclosed in the
consolidated financial statements, which forms part
of this Annual Report.

Pursuant to the provisions of Section 136 of the
Companies Act, 2013, the financial statements of
the Company, consolidated financial statements
along with relevant documents and separate audited
Accounts in respect of subsidiaries, are available on
the website of the Company.

The Board has approved a Policy Statement for
determining Material Subsidiaries of the Company and
the same is available on the website of the Company

i.e. Policy to Determine Material Subsidiary.pdf
(carysil.com) under 'Company Policies' in the 'Investor
Relations' section.

The Audit Committee of the Company reviews the
financial statements, in particular, the investments
made by the unlisted subsidiary company. The minutes
of the Board Meetings of the unlisted subsidiary
companies were also placed at the Board Meeting of
the Company.

The audited annual financial statements including
the consolidated annual financial statements of the
Company and all other documents required to be
attached thereto are available on the Company's
website and can be accessed at the website of Carysil
Limited https://carysil.com .

PERFORMANCE HIGHLIGHTS

The Company has Seven operating subsidiary
companies: Carysil UK Limited, Carysil GmbH,
Germany, Carysil Surfaces Limited, Carysil Steel
Limited, Carysil Online Limited and Sternhagen Bath
Private Limited, Carysil Ceramictech Limited and
newly incorporated Wholly Owned Subsidiary ie.
Carysil FZ LLC and Acrysil USA Inc is not operating
Subsidiary Company as on March 31,2023.

The performance highlights of subsidiaries and
their contribution to the overall performance of the
Company during the financial year ended March 31,
2023 are as under:

14. CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

In accordance with the provisions of the Companies
Act, 2013 (hereinafter referred to as the "Act")
read with the Companies (Accounts) Rules, 2014,
applicable Accounting Standards prescribed by
the Institute of Chartered Accountants of India
and the provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
(hereinafter referred to as the "Listing Regulations"),
the Consolidated Audited Financial Statements forms
part of the Annual Report.

Pursuant to section 129(3) of the Act read with
Rule 8(1) of the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the
financial statements of a Company's subsidiaries is
given in Form AOC-1 which forms an integral part
of the Annual Report. The statement also provides
details of performance and financial position of each
of the subsidiaries.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS:

The Board of Directors of the Company is led by
the Executive Chairman and Managing Director Mr.
Chirag Ashwin Parekh and comprises of five other
Independent Directors as on March 31,2023.

In accordance with the provisions of Section 152 of
the Companies Act, 2013 and Company's Articles of
Association, Mr. Chirag Ashwin Parekh, Chairman and
Managing Director of the Company, retires by rotation
at the ensuing Annual General Meeting and the Board
of Directors on the recommendation of Nomination
and Remuneration Committee has recommended his
re-appointment and being eligible has offered himself
for re-appointment.

During the financial year, there was no change in the
composition of the Board of Directors.

All Independent Directors of the Company have given
declarations to the Company under Section 149(7) of
the Companies Act, 2013, that they meet the criteria of
independence as laid down under Section 149(6) of the
Act and Regulation 16(1)(b) of the Listing Regulations
and pursuant to Regulation 25 of the said Regulations
that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge
their duties with an objective independent judgment
and without any external influence. The Independent
Directors have also confirmed that they have complied

with the Company's Code of Business Conduct &
Ethics.

In the opinion of the board, the Independent Directors
possess the requisite expertise and experience
including the proficiency and are the persons of
high integrity and repute. Regarding proficiency, the
Company has adopted requisite steps towards the
inclusion of the names of all Independent Directors
in the data bank maintained with the Indian Institute
of Corporate Affairs, Manesar ('IICA'). Accordingly, the
Independent Directors of the Company have registered
themselves with the IICA for the said purpose.

During the year, the non-executive directors of
the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees
and reimbursement of expenses incurred by them for
the purpose of attending meetings of the Company.

As on the date of this report, Mr. Pradyumna Vyas
(DIN 02359563) has been appointed as Independent
Director on the Board of the Company w.e.f from
August 11, 2023 for term of 5 years from the date of
appointment subject to shareholder's approval at the
ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMP):

Mr. Chirag Ashwin Parekh, Chairman and Managing
Director, Mr. Anand Sharma, Chief Financial Officer
and Mrs. Reena Shah, Company Secretary and
Compliance Officer are the Key Managerial Personnel
in accordance with the provisions of Section 2(51)
and Section 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

During the year Mrs. Neha Poddar has resigned as
the Company Secretary and Compliance Officer of the
Company with effect from November 24, 2022 and
Mrs. Reena Shah is duly appointed as the Company
Secretary and Compliance Officer of the Company with
effect from November 25, 2022.

16. BOARD MEETINGS

Minimum four pre-scheduled Board meetings are held
every year. Additional meetings are held to address
specific needs, if any, of the Company. During the
Financial Year 2022-23, the Board of Directors met
nine times. The maximum gap between any two
consecutive meetings was less than one hundred and
twenty days, as stipulated under Section 173(1) of the
Act, and Regulation 17(2) of the Listing Regulations
and the Secretarial Standards issued by the Institute

of Company Secretaries of India. Details of Board and
committee meetings held during the year are given in
the Corporate Governance Report which forms part of
the Annual Report.

Board Meetings and Procedures:

The Board of Directors is the apex body constituted by
the shareholders for overseeing the overall functioning
of the Company. The Board provides and evaluates
the strategic direction of the Company, management
policies and their effectiveness and ensures that the
long-term interests of the shareholders are being
served. The Chairman & Managing Director along
with other Senior Managerial Personnel oversees the
functional matters of the Company.

The Board/Committee meetings are pre-scheduled
and a tentative annual calendar of the meetings is
circulated to the Directors well in advance to help
them plan their schedules and ensure meaningful
participation. Only in the case of special and urgent
business, should the need arise, the Board's approval
is taken by passing resolutions through circulation, as
permitted by law, which are noted in the subsequent
Board meeting. In certain special circumstances, the
meetings of the Board are called at a shorter notice
to deliberate on business items which require urgent
attention of the Board. The Company has complied
with Secretarial Standards issued by the Institute of
Company Secretaries of India on Board meetings.

As per Secretarial Standard-1 the Agenda and Notes
on Agenda are circulated to all the Directors, at least
7 days in advance, in the defined Agenda format. All
material information is incorporated in the agenda for
facilitating meaningful discussions at the meeting.
Where it is not practicable to attach any document
to the agenda, the same is tabled before the meeting
with specific reference of the same in the agenda.
Additional or supplementary item(s) on the agenda are
taken up for discussion/decision with the permission
of the Chairman.

The Board is briefed about finance, sales, marketing,
major business segments and operations of
the Company, global business environment, all
business areas of the Company including business
opportunities, business strategy and the risk
management practices before taking on record the
quarterly/annual financial results of the Company.
All necessary information which includes but is not
limited to the items mentioned in various Regulations
of the SEBI LODR Regulations 2015 are placed before
the Board of Directors. The Members of the Board
are free to bring up any matter for discussions at the
Board Meetings.

To enable the Board to discharge its responsibilities
effectively, the members of the Board are briefed at
every Board Meeting on the overall performance of
the Company. Senior Management is invited to attend
the Board Meetings as and when required, so as to
provide additional inputs to the items being discussed
by the Board.

The Minutes of the Board Meetings of unlisted
subsidiary companies are tabled at the Board Meetings.
The Board periodically reviews the statement of
significant transactions and arrangements entered
into by the unlisted subsidiary companies.

The Company Secretary records the minutes of the
proceedings of each Board and Committee Meetings.
The minutes of each Board/Committee Meetings are
circulated in draft to all Directors for their confirmation
before being entered in the Minutes book. The minutes
are entered in the Minutes Book within 30 days from
conclusion of the concerned meeting.

A separate meeting of the Independent Directors of
the Company was held on Saturday, March 25, 2023 to
review the performance of Non-Independent Directors
(including the Chairperson) and the entire Board.
The Independent Directors also reviewed the quality,
quantity and time lines of the flow of information
between the Management and the Board.

17. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their
composition, number of meetings held and attendance
at the meetings are provided in the Corporate
Governance Report.

18. ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC)
has approved a framework / policy for performance
evaluation of the Board, Committees of the Board and
the individual members of the Board (including the
Chairperson) which includes criteria for performance
evaluation, which is reviewed annually by the
Committee. A questionnaire for the evaluation of the
Board, its committees and the individual members
of the Board (including the Chairperson), designed
in accordance with the said framework and covering
various aspects of the performance of the Board and
its Committees, including composition and quality,
roles and responsibilities, processes and functioning,
adherence to Code of Conduct and Ethics and best
practices in Corporate Governance as mentioned in
the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January
05, 2017 was circulated to the Directors. Pursuant to
the provisions of the Act and SEBI LODR and based
on policy devised by the committee, the board has
carried out annual evaluation of its own performance,
its committees and individual directors.

The board performance was evaluated on inputs
received from all the Directors after considering criteria
as mentioned aforesaid. The performance of the
committees was evaluated by the Board of Directors
on inputs received from all the committee members
after considering criteria as mentioned aforesaid.
Pursuant to SEBI LODR, performance evaluation of
independent director was done by the entire board,
excluding the independent director being evaluated.
The performance evaluation of non-independent
directors and the board as a whole and Chairman of
the Board was also carried out by the Independent
Directors of the Company through separate meeting of
independent directors held on March 25, 2023.

19. INDEPENDENT DIRECTOR'S FAMILIARIZATION
PROGRAMME

The Company familiarises its Independent Directors
pursuant to the requirements of Regulation 25 of
LODR with their roles, rights, responsibilities in the
Company, nature of the industry in which the Company
operates and business model management structure,
product portfolio, Industry overview, manufacturing
operations, internal control system and processes,
FOREX management, risk management framework,
functioning of various divisions, HR Management,
CSR activities etc. The details of such familiarisation
programmes for Independent Directors are posted on
the website of the Company and can be accessed at
www.carysil.com

20. REMUNERATION POLICY OF THE COMPANY

The Remuneration Policy of the Company for
appointment and remuneration of the Directors, Key
Managerial Personnel and Senior Executives of the

Company along with other related matters have been
provided in the Corporate Governance Report and is
also posted on the website of the Company and can
be accessed at carysil.com/images/PDF/15-Company
Policies/Nomination & Remuneration Policy.pdf.

As and when need arises to appoint Director, the
Nomination and Remuneration Committee (NRC) of
the Company determines the criteria based on the
specific requirements. NRC while recommending
candidature to the Board takes into consideration the
qualification, attributes, experience and Independence
of the Candidate. Director(s) appointment and
remuneration are made as per Nomination and
Remuneration Policy of the Company.

21. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered
under the provisions of the Act are given in the notes
to financial statements forming part of the Annual
Report.

22. AUDITORS

a. STATUTORY AUDITORS

M/s. P A R K & Company, Chartered Accountants (Firm
Registration Number: 116825W) were appointed as
Statutory Auditors of the Company for 2^nd term of 5
(Five) consecutive years from the conclusion of 35^th
Annual General Meeting held on September 29, 2022
till the conclusion of the 40^th Annual General Meeting.

The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the
Company.

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

b. COST AUDITORS

In terms of the provisions of Section 148 of the Act
read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, your Company is required to
maintain cost records and accordingly, such accounts
are made and records have been maintained for the
year 2022-23.

The Board of Directors, on the recommendation of the
Audit Committee, appointed M/s. S. K. Rajani & Co.,
Cost Accountants (FRN: 101113) as the Cost Auditors
of the Company, for the financial year ending March
31, 2024, at a remuneration as mentioned in the

Notice convening the 36^th Annual General Meeting for
conducting the audit of the cost records maintained
by the Company.

A resolution seeking ratification by the members for
the remuneration payable to Cost Auditor will form
part of the Notice of the 36^th Annual General Meeting
of the Company and same will be recommended for
your consideration and approval.

c. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. P P Shah
& Co., a firm of Company Secretaries in Practice to
conduct the Secretarial Audit of the Company for the
financial year 2022-23. The Secretarial Audit Report
for the financial year 2022-23 forms part of the
Annual Report as "Annexure MI" to the Board's Report.
The Secretarial Audit Report does not contain any
qualification, observation, or adverse remark.

The Board has appointed M/s. P. P. Shah & Co.,
Practicing Company Secretaries, as Secretarial
Auditors of the Company for financial year 2023-24.

d. INTERNAL AUDITORS

M/s. PBMN & Co. conducted an Internal Audit of
the Company for the F.Y. 2022-23. Significant audit
observations and corrective actions thereon are
presented to the Audit Committee of the Board.

23. INTERNAL FINANCIAL CONTROL SYSTEM AND
COMPLIANCE FRAMEWORK

In the opinion of the Board, the Company has an
Internal Financial Control System, commensurate
with size, scale and complexity of its operations.
The internal financial controls are adequate and
are operating effectively so as to ensure orderly and
efficient conduct of business operations.

The Companies Act, 2013 has mandated the Company
to have a formal framework of Internal Financial
Controls (IFC) and has also laid down specific
responsibilities on the Board, Audit Committee,
Independent Directors and Statutory Auditors with
regard to IFC.

Accordingly, the Company has adopted financial
control system and framework to ensure:

• The orderly and efficient conduct of its business,

• 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.

The Board reviews the effectiveness of controls
documented as part of IFC framework, and take
necessary corrective actions wherever weaknesses
are identified as a result of such reviews. These have
been designed to provide reasonable assurance
about recording and providing reliable financial and
operational information, complying with applicable
statutes, safeguarding assets from unauthorised use,
executing transactions with proper authorisation and
ensuring compliance of Corporate Policies.

Based on this evaluation, no significant events had
come to notice during the year that have materially
affected, or are reasonably likely to materially affect, our
IFC. The management has also come to a conclusion
that the IFC and other financial reporting was effective
during the year and is adequate considering the
business operations of the Company.

The Statutory Auditors of the Company has audited
the IFC with reference to Financial Reporting and
their Audit Report is annexed as "Annexure B" to
the Independent Auditors' Report under Standalone
Financial Statements and Consolidated Financial
Statements respectively.

Internal Controls are continuously evaluated by the
Internal Auditors and Management. Findings from
internal audits are reviewed by the Management and
by the Audit Committee and corrective actions and
controls have been put in place wherever necessary.
Scope of work of Internal Auditors covers review
of controls on accounting, statutory and other
compliances and operational areas in addition
to reviews relating to efficiency and economy in
operations.

During the year, Internal Financial Controls (IFC) testing
process was done in order to review adequacy and
strength of IFC followed by the Company. As per the
assessment, there are no major concerns and controls
are strong.

The Board has also put in place requisite legal
compliance framework to ensure compliance of all the
applicable laws and those systems are adequate and
operating effectively.

24. AUDIT COMMITTEE

The Company has an Audit Committee pursuant to
the requirements of the Section 177 of the Act read
with the rules framed there under and Regulation
18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details relating
to the same are given in the Report on Corporate
Governance forming part of this Report.

During the Financial year 2022-23, the
recommendations and ratifications of Audit
Committee were duly approved, ratified and accepted
by the Board of Directors.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the
Companies Act, 2013 and Rules framed there under
your Company has adopted a policy for CSR and the
Board has constituted a Committee for implementing
the CSR activities. Composition of the Committee and
other details are provided in Corporate Governance
Report. In the financial year 2022-23, the Company
has undertaken various CSR activities directly and/
or through implementing agency and the projects
undertaken by the Company are in accordance with
Schedule VII of the Companies Act, 2013. The report
on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is
given in “Annexure I", forming part of this report.

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

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a
policy on prevention, prohibition and redressal of
sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The
Company has complied with the provisions relating to
the constitution of Internal Complaints.

Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 for reporting and conducting inquiry into
the complaints made by the victim on the harassment
at the work place. During the year under review, there
were no complaints pertaining to sexual harassment.

27. RISK MANAGEMENT AND POLICY ON RISK
MANAGEMENT

Your Company recognises that the risk is an integral
part of business and is committed to managing the
risks in proactive and efficient manner. Your Company

periodically assesses the risks in the internal and
external environment along with treating the risks and
incorporates risk management plans in its strategy,
business and operational plans. Your Company,
through its risk management process strives to
contain impact and likelihood of the risks within the
risk appetite as agreed from time to time with the
Board of Directors.

Major risks identified for the Company by the
management are Currency fluctuation, Manufacturing
& Supply, Information Technology and new capital
investments return. The management is however, of
the view that none of the above risks may threaten the
existence of the Company as robust Risk mitigation
mechanism is put in place to ensure that there is nil
or minimum impact on the Company in case any of
these risks materialise. The Board of Directors has
also adopted a formal Risk Management policy for
the Company, whereby, risks are broadly categorised
with the parameters of identification, assessment,
monitoring and mitigation of various risks.

Policy on Risk Management is posted on the website
of the Company and can be accessed at carysil.com/
images/PDF/15-Company Policies/Risk Management
Policy.pdf

28. VIGIL MECHANISM/WHISTLE BLOWER

The Board of Directors of the Company has approved
and adopted a Whistle Blower Policy of the Company
for establishing a vigil mechanism for directors and
employees to report genuine concerns regarding
fraud or unethical behaviour as required under the
Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. In
appropriate cases any personnel of the Company can
have direct access to the audit committee. We affirm
that no personnel has been denied access to the Audit
Committee. The Whistle Blower Policy is posted on
the website of the Company at Vigil Mechanism.pdf
(carysil.com)

29. RELATED PARTY TRANSACTIONS AND POLICY ON
RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered during the
financial year were at arm's length basis and in the
ordinary course of the Company's business. All such
contracts or arrangements were entered into only
with prior approval of the Audit Committee. Omnibus
approval was obtained for the transactions of
repetitive nature. The Policy on Materiality of Related
Party Transactions and dealing with Related Party
Transactions as approved by the Board is uploaded
on the Company's website at https://carysil.com/

images/PDF/15-Company%20Policies/Related%20
Party%20Transaction%20Policy.pdf

There are no materially significant related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other
designated persons which may have a potential
conflict with the interest of the Company at large and
thus a disclosure in Form AOC-2 in terms of Section
134 of the Act is not required.

None of the Non-Executive Directors has any pecuniary
relationship or transactions with the Company other
than sitting fees payable to them.

30. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURE

In terms of the provisions of Section 197(12) of the
Act read with Rules of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 as amended, a statement showing the names
of top ten employees in terms of remuneration drawn
and names and other particulars of the employees
drawing remuneration in excess of the limits set out in
the said rules forms part of this Report as Annexure II.

Disclosures relating to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 as amended forms part of this Report. The said
information is available for inspection on all working
days, during business hours, at the Registered Office
of the Company upto the date of AGM. Any member
interested in obtaining such information may write to
the Company Secretary and the same will be furnished
on request. Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014.

31. INSURANCE

The Company takes a very pragmatic approach
towards insurance. Adequate cover has been taken
for all movable and immovable assets against
unforeseeable perils like fire, riot, earthquake, floods,
terrorism etc. and other risks which are considered
necessary by the management. In addition to this
coverage, a statutory Public Liability Insurance Policy
has been taken to cover the Company for providing
against the public liability arising out of industrial
accidents for employees working in plants.

32. DEPOSITS UNDER CHAPTER V OF COMPANIES ACT,
2013

The Company has neither accepted nor renewed any

Deposits from the public within the ambit of Section
73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014. The Company
has not accepted any deposits from its Directors.

33. ANNUAL RETURN

As required under the provisions of Section 134(3)
(a) and Section 92(3) of the Companies Act, 2013
read with the Companies (Management and
Administration) Rules, 2014, the Company is required
to place a copy of Annual Return (in Form MGT-7) on
the Company's website, at https://www.carysil.com/
investor-relations

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with Regulation 34(2)(f) of the Listing
Regulations, BRSR, covering disclosures on the
Company's performance on Environment, Social and
Governance parameters for 2022-23, is annexed to
the Annual Report. BRSR includes reporting on the
nine principles of the National Voluntary Guidelines on
social, environmental and economic responsibilities of
business as framed by the MCA.

35. COMPLIANCE WITH THE PROVISIONS OF

SECRETARIAL STANDARD - 1 (SS-1) AND

SECRETARIAL STANDARD - 2 (SS-2)

The Directors have devised a proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively. The Company
has complied with SS-1 and SS-2.

36. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 of the
Companies Act, 2013, in relation to financial
statements of the Company for the year ended March
31, 2023, the Directors to the best of their knowledge
and belief hereby confirmed:

a. that in the preparation of the annual accounts
for the financial year ended March 31, 2023, the
applicable accounting standards and Schedule III
of the Companies Act, 2013, have been followed
and there are no material departures from the
same;

b. that the directors have selected 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 ended March 31, 2023 and of
the profit of the Company for that period;

c. that the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

d. that the Directors have prepared the annual
accounts on a 'going concern' basis;

e. that the Directors 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 the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

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

The information relating to Conservation of energy,
technology absorption, foreign exchange earnings
and outgo as required to be given under Section 134
of the Act, read with the Companies (Accounts) Rules,
2014 is furnished in "Annexure IV" and forms part of
this report.

38. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest
standards of Corporate Governance, reinforcing the
valuable relationship between the Company and its
Stakeholders.

Pursuant to Regulation 34 of the SEBI LODR
Regulations, a separate report on Corporate
Governance has been included in this Annual Report
along with a certificate from the Statutory Auditors
of the Company regarding the compliance with the
provisions of the Corporate Governance.

All Board members and senior management personnel
have affirmed compliance with the Code of Conduct
for the year 2022-23. A declaration to this effect
signed by the Chairman & Managing Director of the
Company is contained in this Annual Report.

The Chairman & Managing Director and CFO have
certified to the Board with regard to the financial
statements and other matters as required under

Regulation 17(8) of the SEBI LODR Regulations
and the said certificate is contained in this Annual
Report.

AUDITORS' CERTIFICATE ON CORPORATE
GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Auditors'
Certificate on Corporate Governance forms part of
Annual Report. The auditors' certificate for financial
year 2022-23 does not contain any qualification,
reservation or adverse remark.

39. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of
environmentally clean and safe operations. Your
Company endeavours that the conduct of all operations
is in such manner so as to ensure safety of all and
compliance of statutory and industrial requirements
for environment protection and conservation of
natural resources to the extent possible.

40. CMD AND CFO CERTIFICATION

Certificate from Mr. Chirag A. Parekh, Chairman and
Managing Director and Mr. Anand Sharma, CFO,
pursuant to the provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, for
the year under review was placed before the Board of
Directors of your Company at its meeting held on May
25, 2023. The Certificate forms part of this Report.

41. CERTIFICATION FROM COMPANY SECRETARY
IN PRACTICE ON NON DISQUALIFICATION OF
DIRECTORS

Mr. Pradip Shah, Partner of M/s. P P Shah & Co.,
Practicing Company Secretaries, has issued a
certificate as required under the SEBI (LODR)
Regulations, 2015, confirming that none of the
Directors on the Board of your Company have been
debarred or disqualified from being appointed or
continuing as Director of companies by the SEBI /
Ministry of Corporate Affairs or any such statutory
Authority. The certificate forms part of this Report.

42. HUMAN RESOURCE

Your Company firmly believes that Human Resource
function is closely integrated with the business and
has been an important pillar supporting growth
aspiration.

The function focuses on Leadership Development,
Succession Planning and Skills & Competency
Development. At Carysil, the Human Resource function
is a business partner that focuses on improving the

way of life, work culture, employee engagement,
productivity, effectiveness and efficiency. The
Company believes in developing an engaged, efficient
and committed employee base that is aware and
empowered. Employee Engagement Programs are
integral part of the function and are designed in a
manner that keeps motivational levels high and they
range from competitive sports to celebration festivals,
cultural events to recognition through rewarding for
exceptional achievement. Company also conducts in¬
house training programs to develop leadership as well
as technical /functional capabilities in order to meet
future talent requirements. Industrial relations were
cordial throughout the year.

43. REPORTING OF FRAUDS

There was no instance of fraud during the year under
review, which required the Statutory Auditors or
Secretarial Auditor to report to the Audit Committee
and / or Board under Section 143(12) of the Act and
Rules framed thereunder.

44. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing
Company Secretaries, has issued Annual Secretarial
Compliance Report pursuant to Regulation 24A
of the SEBI (LODR) Regulations, 2015 which shall
cover a broad check on compliance with applicable
SEBI Regulations and circulars/ guidelines issued
thereunder on annual basis.

45. LISTING

The equity shares of your Company continue to be
listed at BSE Limited (BSE) and the National Stock
Exchange of India Limited (NSE).

46. OTHER DISCLOSURE

The Directors state that no disclosures or reporting is
required in respect of the following items, as the same
is either not applicable to the Company or relevant
transactions/events have not taken place during the
year under review:

a. Details relating to deposits accepted by the
Company;

b. The Company has not issued any equity shares
with differential rights as to dividend, voting or
otherwise.

c. There was no revision in the financial statements.

d. There has been no change in the nature of
business of the Company as on the date of this
Report.

e. The Managing Director of the Company did not
receive any remuneration or commission from
any of its subsidiaries.

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

g. There have been no material changes or
commitments affecting the financial position
of the Company which have occurred between
the end of the financial year and the date of this
Report, except mentioned at point no. 6.

h. There are no proceedings pending under the
Insolvency and Bankruptcy Code, 2016 as at the
end of financial year March 31, 2023.

i. The Company has not made one-time settlement
with the banks or financial institutions

The Company has been in compliance with the
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India, during the financial
year.

47. EMPLOYEE STOCK OPTION SCHEME

Acrysil Limited - Employee Stock Option Plan 2021

The Board of Directors ("the Board") of the Company
at its meeting held on March 18, 2021, based on the
recommendation of the Nomination & Remuneration
Committee, approved introduction of Acrysil Limited
- Employees Stock Option Plan 2021 ('ESOP-2021')
under which the maximum number of equity shares
of the Company that could be created, offered, issued
and allotted should not exceed 3,00,000 (Three Lakhs)
options exercisable into equivalent number of Equity
Shares of ' 2/- each fully paid up of the Company.

The synopsis of the Scheme is as under:

i) Overall limit of 3,00,000 Options;

ii) The Scheme is extended to Permanent
employees of the Company, whether working in
India or outside India, and / or to the directors
of the Company, whether whole-time or not and
to such other persons as may be decided by
the Board and/or permitted under SEBI ESOP
Regulations (hereinafter referred to as 'Eligible
Employees'), but excluding an Independent

Director(s), an employee who is a promoter or
a person belonging to the promoter group and
the director(s) who either himself or through his
relative or through any Body Corporate, directly or
indirectly, holds more than 10% of the outstanding
equity shares of the Company;

iii) Permanent employee(s) and Directors of any
existing and future subsidiary company(ies) of
the Company whether in or outside India, as may
be permissible under the SEBI ESOP Regulations
from time to time;

iv) The Exercise Price shall be ' 60/- per Equity Share
payable at the time of exercise of Options;

v) The Company sought and received Shareholder's
approval for the said Scheme through Postal
Ballot on May 03, 2021;

vi) Under the Scheme, 2,25,000 Options were granted
to eligible employees on May 20, 2021 by the
Company at an exercise price of ' 60/- per option.
None of the options granted are vested or exercised
as on date;

vii) Under the scheme 77, 061 shares were exercised
by the eligible employees on June 09, 2022 at an
exercise price of ' 60/- per equity share.

viii) Under the scheme 43, 989 shares were exercised
by the eligible employees on June 12, 2023 at an
exercise price of ' 60/- per equity share.

The details as required to be disclosed under Section 62
of the Act read with Rule 12 of Companies (Share Capital
and Debentures) Rules, 2014 and SEBI (Share Based
Employee Benefits) Regulations, 2014 is attached as an
‘Annexure V' forming part of this report.

48. OTHER CONFIRMATIONS

There is no application/proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year
under review. Further, there are no instances of one-time
settlement with any Bank or Financial Institutions.

49. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from the financial institutions, banks,
Government and regulatory authorities, stock
exchange, customers, vendors and members during
the year under review. Your Directors also wish to
place on record their deep sense of appreciation for
the committed services by the Company's executives,
staff and workers.

For and on behalf of the Board of Directors
For CARYSIL LIMITED

(Formerly Known as Acrysil Limited)

CHIRAG A. PAREKH

(DIN: 00298807)
Chairman and Managing Director

Date: August 11, 2023
Place: Mumbai

Registered Office:

A-702, 7th Floor, Kanakia Wall Street,

Chakala, Andheri Kurla Road, Andheri (East),

Mumbai - 400 093
Tel.: 022-4190 2000
CIN: L26914MH1987PLC042283
Website: www.carysil.com
E-mail: investors@carvsil.com