Borosil

DRAFT LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as a registered Equity Shareholder of Borosil Glass Works Limited (the “Company”) as on the
Record Date in accordance with Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended.
If you require any clarifications about the action to be taken, you should consult your stockbroker or investment consultant or the
Manager to the Buyback Offer (Ambit Corporate Finance Private Limited) or to the Registrar to the Buyback Offer (Universal
Capital Securities Private Limited). Please refer to the section on ‘Definitions’ for the definition of the capitalized terms used herein.
BOROSIL GLASS WORKS LIMITED

Corporate Identification No. (CIN) – L99999MH1962PLC012538
Registered Office: Khanna Construction House, 44, Dr. R.G. Thadani Marg,
Worli, Mumbai – 400018
Corporate Office: 1101, Crescenzo, G-Block, Opp. MCA Club,
Bandra-Kurla Complex, Bandra (East), Mumbai – 400051
(Tel: +91 22 67406300; Fax: +91 22 67406514; Email:borosil@borosil.com)
Contact Person: Arun Kumar, Vice-President – Legal & Secretarial
(Tel: +91 22 67406308; Fax: +91 22 67406514; Email: arun.kumar@borosil.com)
CASH OFFER TO BUYBACK NOT EXCEEDING 6,96,000 ( S I X L AK H S AN D N I N E T Y S I X T H O U S AN D ) FULLY

PAID-UP EQUITY SHARES OF FACE VALUE ` 10 EACH, REPRESENTING 23.15% OF THE TOTAL NUMBER OF
EQUITY SHARES IN THE PRESENT PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY, FROM ALL THE
EXISTING SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY AS ON THE RECORD
DATE I.E. NOVEMBER 27, 2015, ON A PROPORTIONATE BASIS, THROUGH THE “TENDER OFFER” ROUTE AT
A PRICE OF ` 2,500 (RUPEES TWO THOUSAND FIVE HUNDRED ONLY) PER EQUITY SHARE FOR AN
AGGREGATE MAXIMUM AMOUNT OF ` 174,00,00,000 (RUPEES ONE HUNDRED AND SEVENTY FOUR CRORE
ONLY)
1) The Buyback is in accordance with Article 57 of the Articles of Association of the Company, provisions of Sections 68, 69,
70 and all other applicable provisions, if any, of the Companies Act, 2013 and in compliance with Securities and Exchange Board
of India (Buy Back of Securities) Regulations, 1998 including any amendments, statutory modifications or re-enactments
thereof, for the time being in force and subject to such other approvals, permissions and sanctions as may be necessary,
from time to time from statutory and/or regulatory authorities including but not limited to Securities and Exchange Board of India,
BSE Limited, Reserve Bank of India etc.
2) The Buyback Offer Size is 24.98% of the total paid-up capital and free reserves as per the audited accounts of the Company for
the financial year ended March 31, 2015 (the last audited financial statements available as on the date of the Board meeting
recommending the proposal of the Buyback) and is within the statutory limit of 25% of the total paid-up capital and free reserves
as per the last audited financial statements of the Company.
3) This Letter of Offer is sent to the Equity Shareholder(s) / Beneficial Owner(s) of Equity Shares of the Company as on the Record
Date i.e. Friday, November 27, 2015.
4) The procedure for tender and settlement is set out in paragraph 20 of this Letter of Offer. The Form of Acceptance-cum-
Acknowledgement (“Tender Form”) is enclosed together with this Letter of Offer.
5) For mode of payment of consideration to the Equity Shareholders, please refer to paragraph 20.20 of Letter of Offer.
6) A copy of the Public Announcement and this Letter of Offer (including Tender Form) is available on the website of Securities and
Exchange Board of India - http://www.sebi.gov.in.
7) Equity Shareholders are advised to refer to paragraph 17 (Details of Statutory Approvals) and paragraph 21 (Note on Taxation)
before tendering their Equity Shares in the Buyback.
BUYBACK OPENS ON: [ ] ●

BUYBACK CLOSES ON: [ ] ●
LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING
PHYSICAL SHARE CERTIFICATES BY THE REGISTRAR TO THE BUYBACK OFFER: [ ] ●
MANAGER TO THE BUYBACK OFFER REGISTRAR TO THE BUYBACK OFFER
Ambit Corporate Finance Private Limited Universal Capital Services Private Limited
Ambit House, 449, Senapati Bapat Marg, 21, Shakil Niwas, Mahakali Caves Road,
Lower Parel, Mumbai - 400 013 Andheri (East), Mumbai 400 093
Tel: +91 22 28207203 - 05
Tel: +91 22 39821819; Fax: +91 22 39823020 Fax: +91 22 28207207;
Email: borosilbuyback@ambitpte.com Email: ravi@unisec.in;
SEBI Registration No.: INM000010585 SEBI Registration No.: INR000004082
Website: www.ambit.co Contact Person: Ravindra Utekar
Contact Person: Praveen Sangal / Anurag Singhal
PLEASE NOTE THAT THE FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT, TRS AND OTHER RELEVANT
DOCUMENTS SHOULD BE SENT ONLY TO THE REGISTRAR TO THE BUYBACK OFFER.
TABLE OF CONTENTS
1. SCHEDULE OF THE ACTIVITIES OF THE OFFER ................................................................................................ 3

2. DEFINITIONS ........................................................................................................................................................... 4
3. DISCLAIMER CLAUSE ............................................................................................................................................ 7
4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING ..................................................................... 8
5. DETAILS OF PUBLIC ANNOUNCEMENT ............................................................................................................. 11
6. DETAILS OF THE BUYBACK ................................................................................................................................ 12
7. AUTHORITY FOR THE BUYBACK ........................................................................................................................ 13
8. NECESSITY OF THE BUYBACK ........................................................................................................................... 14
9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF BUYBACK ON THE COMPANY14
10. BASIS OF CALCULATING BUYBACK PRICE....................................................................................................... 16
11. SOURCES OF FUNDS FOR THE BUYBACK ....................................................................................................... 17
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN ...................................... 17
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ................................................................................. 18
14. BRIEF INFORMATION ABOUT THE COMPANY .................................................................................................. 19
15. FINANCIAL INFORMATION ABOUT THE COMPANY .......................................................................................... 22
16. STOCK MARKET DATA ......................................................................................................................................... 23
17. DETAILS OF STATUTORY APPROVALS ............................................................................................................. 24
18. DETAILS OF REGISTRAR TO THE BUYBACK OFFER ....................................................................................... 25
19. PROCESS AND METHODOLOGY FOR THE BUYBACK ..................................................................................... 25
20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT ................................................................................. 28
21. NOTE ON TAXATION ............................................................................................................................................ 33
22. DECLARATION BY THE BOARD OF DIRECTORS .............................................................................................. 36
23. AUDITORS CERTIFICATE..................................................................................................................................... 36
24. DOCUMENTS FOR INSPECTION ......................................................................................................................... 39
25. COMPLIANCE OFFICER ....................................................................................................................................... 39
26. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS / BENEFICIAL OWNERS ................... 40
27. INVESTOR SERVICE CENTRE ............................................................................................................................. 40
28. MANAGER TO THE BUYBACK OFFER ................................................................................................................ 40
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE OFFER
DOCUMENT ........................................................................................................................................................... 41
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1. SCHEDULE OF THE ACTIVITIES OF THE OFFER
Activity Date Day
Date of Board Meeting approving the proposal of the Buyback Offer September 11, 2015 Friday
Date of declaration of results of postal ballot for special resolution by the

November 5, 2015 Thursday
Equity Shareholders of the Company, approving the Buyback Offer
Date of Public Announcement for the Buyback Offer November 9, 2015 Monday
Record Date for determining the Buyback Entitlement and the names of
November 27, 2015 Friday
Eligible Shareholders
Date of Opening of the Buyback Offer [●] ●]

[
Date of Closing of the Buyback Offer [●] ●]

[
Last date of receipt of completed Tender Forms and other specified

documents including physical share certificates by the Registrar
[●] ●]
[
Last date of verification by Registrar [●] ●]

[
Last date of providing Acceptance to the Stock Exchange by the

Registrar
[●] ●]
[
Last date of settlement of bids on the Stock Exchange [●] ●]

[
Last date of dispatch of share certificate(s) by Registrar / return of un-

accepted demat shares by Stock Exchange to Selling Member
[●] ●]
[
Last date of extinguishment of Equity Shares [●] ●]

[
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Draft Letter of Offer
2. DEFINITIONS
Acceptance Acceptance of Equity Shares, tendered by Eligible Persons in the Buyback Offer
Additional Shares / Additional Additional Equity Shares tendered by an Eligible Person over and above the
Equity Shares Buyback Entitlement of such Equity Shareholder upto the Eligible Equity Shares
AOP Association of Persons
Borosil / Company Borosil Glass Works Limited
BSE BSE Limited
Board Meeting Meeting of the Board of Directors held on September 11, 2015 approving the
proposal for the Buyback Offer
Board of Directors Board of directors of the Company
BOI Body of Individuals
Buyback Committee Buyback Committee comprising of Mr. B.L. Kheruka, Executive Chairman, Mr.
Shreevar Kheruka, Managing Director and Mr. Arun Kumar, Vice – President,
Legal & Secretarial, constituted and authorized for the purposes of the Buyback
Offer vide resolution dated September 11, 2015 of the Board of Directors
Buyback Entitlement The number of Equity Shares that an Equity Shareholder is entitled to tender in the
Buyback Offer, based on the number of Equity Shares held by that Equity
Shareholder on the Record Date and the ratio of Buyback applicable in the
category to which such Equity Shareholder belongs
Buyback Offer / Buyback / Offer Offer by Borosil Glass Works Limited to buyback not exceeding 6,96,000 fully paid-
up equity shares of face value ` 10 each from all the existing shareholders /
beneficial owners of Equity Shares of the Company, on a proportionate basis,
through the Tender Offer route at a price of ` 2,500 per equity share
Buyback Offer Price Price at which Equity Shares will be bought back from the Equity Shareholders i.e.
` 2,500 (Rupees Two Thousand Five Hundred only) per Equity Share, payable in
cash
Buyback Offer Size Maximum number of Equity Shares proposed to be bought back (i.e. 6,96,000
Equity Shares of face value of ` 10 each) multiplied by the Buyback Offer Price
(i.e. ` 2,500 per Equity Share) aggregating to ` 174,00,00,000 (Rupees One
Hundred and Seventy Four Crores only)
Buyback Regulations Securities and Exchange Board of India (Buy Back of Securities) Regulations,
1998 as amended from time to time
CDSL Central Depository Services (India) Limited
Closing Date [ ●]
Companies Act The Companies Act, 2013, as amended
Depositories Collectively, National Securities Depository Limited and Central Depository
Services (India) Limited
Designated Stock Exchange BSE Limited
DIN Director Identification Number
Draft Letter of Offer The Draft letter of offer dated November 17, 2015 filed with SEBI through the
Manager to the Buyback Offer, containing disclosures in relation to the Buyback as
specified in Schedule III of the Buyback Regulations
DTAA Double Taxation Avoidance Agreement
DP Depository Participant
Eligible Equity Shares Eligible Equity Shares means the lower of:
1. Total number of Equity Shares held by an Equity Shareholder as on the
Record Date; or
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2. Total number of Equity Shares tendered by an Eligible Person

Eligible Person(s) Person(s) eligible to participate in the Buyback Offer and would mean all equity
shareholders / beneficial owner(s) of Equity Shares of the Company as on Record
Date i.e. Friday, November 27, 2015
Equity Shares / Shares Fully paid-up equity shares of face value of ` 10 each of the Company
Equity Shareholder / Holders of the Equity Shares of the Company
Shareholder
Escrow Bank IndusInd Bank Limited, Mumbai Branch
Escrow Agreement The escrow agreement dated November 2, 2015 (including amendment agreement
dated November 6, 2015) entered into between the Company, Escrow Bank and
Ambit Corporate Finance Private Limited.
Escrow Account The escrow account opened with Escrow Bank in terms of the Escrow Agreement
FEMA Foreign Exchange Management Act, 1999, as amended
FII(s) Foreign Institutional Investor(s)
FPI(s) Foreign Portfolio Investor(s)
Form / Tender Form Form of Acceptance-cum-Acknowledgement
FY Financial Year
GFG Gujarat Fusion Glass LLP
HUF Hindu Undivided Family
Income Tax Act Income-tax Act, 1961, as amended
Letter of Offer / Offer Document ●
This Letter of Offer dated [ ] containing disclosures in relation to the Buyback as
specified in Schedule III of the Buyback Regulations, incorporating comments that
were received from SEBI on the Draft Letter of Offer.
Ltd. Limited
Manager to the Buyback Offer Ambit Corporate Finance Private Limited
Non-Resident Shareholders Includes Non-Resident persons and bodies corporate, Non-Resident Indians (NRI),
FII(s) and erstwhile OCBs
NRI Non Resident Indian being citizens of India or persons of Indian origin (as defined
under section 115C of the Income Tax Act)
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
Tendering Period Period of ten working days from the date of opening of the Buyback Offer till its
closure (both days inclusive)
Opening Date [ ●]
Persons in Control Promoters, Promoter Group, the Directors of the Promoter and Persons Acting in
concert, including such persons as have been disclosed under the filings made by
the Company from time to time under Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended
Public Announcement / PA Announcement of the Buyback dated November 9, 2015, which was published on
November 9, 2015
PAN Permanent Account Number
RBI Reserve Bank of India
Record Date The date for the purpose of determining the entitlement and the names of the
Equity Shareholders, to whom this Letter of Offer will be sent and who are eligible
to participate in the Buyback Offer in accordance with Buyback Regulations. This
date shall be Friday, November 27, 2015
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Registrar to the Buyback Offer / Universal Capital Securities Private Limited

Registrar
SEBI Securities and Exchange Board of India
Seller Member A Stock broker (who is a member of the BSE) of an Eligible Person, through whom
the Eligible Person wants to participate in the Buyback
Small Shareholder An Equity Shareholder, who holds Equity Shares of market value not more than
Rupees two lakhs, on the basis of closing price on the recognized stock exchange
registering the highest trading volume, as on Record Date i.e. Friday, November
27, 2015
Tender Offer Method of buyback as defined in Regulation 2(1)(o) of the Buyback Regulations
TRS Transaction Registration Slip generated by the exchange bidding system
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3. DISCLAIMER CLAUSE
As required, a copy of this Letter of Offer has been submitted to Securities and Exchange
Board of India (SEBI). It is to be distinctly understood that submission of the Letter of Offer to
SEBI should not, in any way be deemed or construed that the same has been cleared or
approved by SEBI. SEBI, does not take any responsibility either for the financial soundness of
the Company to meet the Buyback commitments or for the correctness of the statements
made or opinions expressed in the Offer Document. The Manager to the Buyback Offer,
Ambit Corporate Finance Private Limited has certified that the disclosures made in the Offer
Document are generally adequate and are in conformity with the provisions of Companies Act
and Buyback Regulations. This requirement is to facilitate investors to take an informed
decision for tendering their Equity Shares in the Buyback.
It should also be clearly understood that while the Company is primarily responsible for the
correctness, adequacy and disclosure of all relevant information in the Offer Document, the
Manager to the Buyback Offer is expected to exercise due diligence to ensure that the
Company discharges its duty adequately in this behalf and towards this purpose, the Manager
to the Buyback Offer, Ambit Corporate Finance Private Limited has furnished to SEBI a due
diligence Certificate dated November 17, 2015 in accordance with Buyback Regulations
which reads as follows:
“We have examined various documents and materials contained in the annexure to this letter,
as part of the due-diligence carried out by us in connection with the finalization of the Public
Announcement and the Draft Letter of Offer. On the basis of such examination and the
discussions with the Company, we hereby state that:
• The Public Announcement and the Draft Letter of Offer are in conformity with the
documents, materials and papers relevant to the Buyback Offer;
• All the legal requirements connected with the said Buyback Offer including Buyback
Regulations, have been duly complied with;
• The disclosures in the Public Announcement and the Draft Letter of Offer are, to the best
of our knowledge, true, fair and adequate in all material respects for the shareholders of
the company to make a well informed decision in respect of the captioned Buyback Offer;
• Funds used for Buyback shall be as per the provisions of the Companies Act, 2013, as
amended.”
The filing of offer document with SEBI, does not, however, absolve the Company from any
liabilities under the provisions of the Companies Act, 2013, as amended or from the
requirement of obtaining such statutory or other clearances as may be required for the
purpose of the proposed Buyback.
The promoters of the Company / Directors declare and confirm that no information / material
likely to have a bearing on the decision of investors has been suppressed / withheld and / or
incorporated in the manner that would amount to mis-statement / misrepresentation and in the
event of it transpiring at any point of time that any information / material has been suppressed
/ withheld and / or amounts to a mis-statement / mis-representation, the promoters of the
Company / Directors and the Company shall be liable for penalty in terms of the provisions of
the Companies Act, 2013 and the Buyback Regulations.
The promoters of the Company / Directors also declare and confirm that funds borrowed from
Banks and Financial Institutions will not be used for the Buyback.
Disclaimer for U.S. Persons
The information contained in this Letter of Offer is exclusively intended for persons who are
not U.S. Persons, as such term is defined in Regulation S of the U.S. Securities Act of 1933,
as amended, and who are not physically present in the United States of America. This Letter
of Offer does not in any way constitute an offer to sell, or an invitation to sell, any securities in
the United States of America or in any other jurisdiction in which such offer or invitation is not
authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential
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users of the information contained in this Letter of Offer are requested to inform themselves
about and to observe any such restrictions.
Disclaimer for Persons in other foreign countries
This Letter of Offer does not in any way constitute an offer to sell, or an invitation to sell, any
securities in any jurisdiction in which such offer or invitation is not authorized or to any person
to whom it is unlawful to make such offer or solicitation. Potential users of the information
contained in this Letter of Offer are requested to inform themselves about and to observe any
such restrictions.
4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING
The Buyback through Tender Offer was considered and approved by the Board of Directors of
the Company at their meeting held on September 11, 2015. The extracts of the Board
resolution are as follows:
“RESOLVED THAT pursuant to the provisions of Sections 68, 69 and 70 and all other
applicable provisions, if any, of the Companies Act, 2013, as amended (the “Companies Act”)
and in accordance with Article 57 of the Articles of Association of the Company, the
Companies (Share Capital and Debentures) Rules, 2014 (the “Share Capital Rules”) to the
extent applicable, and in compliance with Securities and Exchange Board of India (Buy-back
of Securities) Regulations, 1998, as amended (the “Buyback Regulations”), including any
amendments, statutory modifications or re-enactments, for the time being in force and,
subject to the approval of members by postal ballot and further, subject to such other
approvals, permissions and sanctions as may be necessary and subject to such conditions
and modifications, if any, as may be prescribed or imposed by the appropriate authorities
while granting such approvals, permissions and sanctions, which may be agreed by the Board
of Directors of the Company (hereinafter referred to as the “Board”, which expression shall
include any Committee constituted by the Board to exercise its powers, including the powers
conferred by this resolution), the Board hereby approves the buyback by the Company of its
fully paid-up equity shares of Rs 10/- each not exceeding 6,96,000 equity shares
(representing 23.15 % of the total number of equity shares in the paid up equity share capital
of the Company) at a price of Rs. 2,500 per equity share (Rupees Two Thousand and Five
Hundred Only) (“Buyback Offer Price”) payable in cash for an aggregate amount of Rs.174
crores (Rupees One Hundred and Seventy Four Crores only) (“Buyback Offer Size”) which is
less than 25% of the aggregate of the fully paid-up equity share capital and free reserves as
per the audited accounts of the Company for the financial year ended March 31, 2015 from
the equity shareholders of the Company, as on the record date, on a proportionate basis
through the “Tender offer” route as prescribed under the Buyback Regulations (“Buyback”).
RESOLVED FURTHER THAT the Company, to the extent legally permissible, implement the
Buyback using the “Mechanism for acquisition of shares through Stock Exchange” notified by
SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015
RESOLVED FURTHER THAT the Company implement the Buyback from its current surplus
and/or cash and cash equivalents and/ or internal accruals of the Company and on such
terms and conditions as the board may decide from time to time in the absolute discretion of
the Board as it may deem fit.
RESOLVED FURTHER THAT the approval of the shareholders by Postal Ballot be sought
and the Buyback Committee be and is hereby authorized to finalize the Notice for the Postal
Ballot, the accompanying Explanatory Statement and carry out all incidental activities in
connection with the obtaining approval of shareholders by a Special Resolution.
RESOLVED FURTHER THAT the Company shall not buyback the locked-in shares or other
specified securities and non-transferable shares or other specified securities till the pendency
of the lock-in or till the shares or other specified securities become transferable.
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RESOLVED FURTHER THAT the Buyback from non-resident shareholders, Overseas

Corporate Bodies (OCBs) and Foreign Institutional Investors (FIIs) and shareholders of
foreign nationality, if any, etc. shall be subject to such approvals if, and to the extent
necessary or required including approvals from the Reserve Bank of India under the
applicable Foreign Exchange Management Act, 1999 and the rules, regulations framed there
under, if any.
RESOLVED FURTHER THAT Mr. Arun Kumar, Vice – President Legal & Secretarial be and
is hereby appointed as the Compliance Officer for the Buyback.
RESOLVED FURTHER THAT the draft of the Declaration of Solvency placed before the
meeting be and is hereby approved and Mr. B.L. Kheruka, Executive Chairman and Mr.
Shreevar Kheruka, Managing Director be and are hereby authorized to sign the same, for and
on behalf of the Board and file the same with the Registrar of Companies and the Securities
and Exchange Board of India.
RESOLVED FURTHER THAT as required by Clause (x) of Part A of Schedule II under

Regulation 5(1) of the Buyback Regulations, the Board hereby confirms that it has made a full
enquiry into the affairs and prospects of the Company and has formed the opinion:
a) that immediately following the date of the board meeting held on September 11, 2015 and the
date on which the results of the Postal Ballot will be declared, there will be no grounds on
which the Company could be found unable to pay its debts;
b) that as regards the Company’s prospects for the year immediately following the date of the
board meeting held on September 11, 2015 as well as for the year immediately following the
date on which the results of the Postal Ballot will be declared approving the Buyback, and
having regard to the Board’s intentions with respect to the management of the Company’s
business during that year and to the amount and character of the financial resources which
will, in the Board’s view, be available to the Company during that year, the Company will be
able to meet its liabilities as and when they fall due and will not be rendered insolvent within a
period of one year from the date of this Board Meeting or within a period of one year from the
date on which the results of the Postal Ballot will be declared, as the case may be;
c) that in forming its opinion aforesaid, the Board has taken into account the liabilities (including
prospective and contingent liabilities) as if the Company was being wound up under the
provisions of the Companies Act.
RESOLVED FURTHER THAT the Board hereby confirms:
a) That all the equity shares of the Company are fully paid-up;
b) That the Company has not completed a buyback of any of its securities during the period
of one year immediately preceding the record date for this Buyback;
c) That the Company has noted that the Company shall not issue and allot any Equity
Shares including by way of bonus or convert any outstanding ESOPs/outstanding
instruments into Equity Shares, till the date of closure of this Buyback;
d) That the Company shall not raise further capital for a period of one year from the closure
of Buyback offer except in discharge of its subsisting obligations;
e) That the Company shall not buyback its shares from any person through negotiated deal
whether on or off the Stock Exchanges or through spot transactions or through any
private arrangement in the implementation of the Buyback;
f) That the Company shall not directly or indirectly purchase its own equity shares:
a. Through any subsidiary company including its own subsidiary companies or
b. through any investment company or group of investment companies;
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g) That there are no defaults subsisting in the repayment of deposits, interest payment
thereon, redemption of debentures or interest payment thereon or redemption of
preference shares or payment of dividend due to any shareholder, or repayment of any
term loans or interest payable thereon to any financial institution or banking company;
h) That funds borrowed from Banks and Financial Institutions will not be used for the
Buyback;
i) That the aggregate amount of the Buyback i.e. Rs. 174 crores (Rupees One Hundred and
Seventy Four Crores only) does not exceed 25% of the aggregate of the total paid-up
equity capital and free reserves of the Company as on March 31, 2015;
j) That the ratio of the aggregate of secured and unsecured debts owed by the Company
shall not be more than twice the paid-up equity share capital and free reserves after the
Buyback.
RESOLVED FURTHER THAT no information / material likely to have a bearing on the

decision of investors has been suppressed / withheld and / or incorporated in the manner that
would amount to mis-statement / misrepresentation and in the event of it transpiring at any
point of time that any information / material has been suppressed / withheld and / or amounts
to a mis-statement / misrepresentation, the Board of Directors and the Company shall be
liable for penalty in terms of the provisions of the Companies Act and the Buyback
Regulations.
RESOLVED FURTHER THAT a Committee be constituted (“Buyback Committee”)

comprising of Mr. B.L. Kheruka, Executive Chairman, Mr. Shreevar Kheruka, Managing
Director and Mr. Arun Kumar, Vice – President, Legal & Secretarial. Further the Buyback
Committee is hereby authorised to do all such acts, deeds, matters and things as it may, in its
absolute discretion, deem necessary, expedient, usual or proper, as the Buyback Committee
may consider to be in the best interests of the shareholders, including but not limited to:
a) finalizing the terms of the Buyback like record date, entitlement ratio, the timeframe for
completion of Buyback;
b) the appointment and finalization of the merchant bankers, solicitors, escrow agents,
brokers, registrars, lawyers, depository participants, advertising agencies and other
advisors/ consultants/ intermediaries/ agencies, as may be required, for the
implementation of the Buyback;
c) Decide and settle the remuneration for all such intermediaries/agencies/persons,

including by the payment of commission, brokerage, fee, charges etc. and enter into
agreements/letters in respect thereof;
d) Preparation, signing and filing of the public announcement, the Draft letter of offer / Letter
of Offer with the Securities and Exchange Board of India, the stock exchanges and other
appropriate authorities;
e) making all applications to the appropriate authorities for their requisite approvals including
approvals as may be required from the Reserve Bank of India under the Foreign
Exchange Management Act, 1999 and the rules, regulations framed thereunder;
f) dealing with stock exchanges (including their clearing corporations), where the equity
shares of the Company are listed, and to sign, execute, and deliver such documents as
may be necessary or desirable in connection with implementing the Buyback using the
“Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide
circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015.
g) obtaining all necessary certificates and reports from statutory auditors and other third
parties as required under applicable law;
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h) extinguishment of dematerialized shares and physical destruction of share certificates in

respect of the equity shares bought back by the Company and filing of certificates of
extinguishment required to be filed in connection with the Buyback on behalf of the
Company and/or the Board, as required under applicable law;
i) do all such acts, matters and things incidental and in connection with the buyback and
sign, execute and deliver such documents as may be necessary or desirable and
execution of documents under the Common Seal of the Company as may be required;
j) to settle and resolve any queries or difficulties raised by SEBI, stock exchanges,
Registrar of Companies and any other authorities whatsoever in connection to any matter
incidental to and ancillary to the Buyback;
RESOLVED FURTHER THAT the quorum for any meeting of the Buyback Committee for
implementing the Buyback shall be any two members;
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Buyback
Committee be and is hereby authorised to give such directions as may be necessary or
desirable and to settle any questions or difficulties whatsoever that may arise in relation to the
Buyback;
RESOLVED FUTHER THAT Mr. Shreevar Kheruka, Managing Director and Mr. V.
Ramaswami, Whole–time Director be and are hereby severally authorised to make all
necessary regulatory filings, including filing necessary e-form with the Registrar of
Companies, Maharashtra, Mumbai and to do all such acts, deeds and things as may be
necessary to give effect to the above resolution.
RESOLVED FURTHER THAT nothing contained herein shall confer any right on any
shareholder to offer and/or any obligation on the Company or the Board or the Buyback
Committee to buyback any shares, and/or impair any power of the Company or the Board or
the Buyback Committee to terminate any process in relation to such buyback, if so
permissible by law.
RESOLVED FURTHER THAT Mr. B.L. Kheruka, Mr. P.K. Kheruka and Mr. Shreevar
Kheruka, Directors of the Company be and are hereby severally authorized to:
a) enter into escrow arrangements as required in terms of the Buyback Regulations
b) opening, operation and closure of all necessary accounts including bank accounts,
depository accounts (including escrow account) for the purpose of payment and
authorising persons to operate the said accounts
RESOLVED FURTHER THAT Mr. Virendra Bhatt, Practicing Company Secretary, who has
given his consent to act as Scrutinizer, if so appointed, be and is hereby appointed as
Scrutinizer to conduct the postal ballot at such remuneration, as may be determined by Mr.
Shreevar Kheruka, Managing Director of the Company.
RESOLVED FURTHER THAT Mr. Virendra Bhatt, Practicing Company Secretary, be and is
hereby authorized to do all such acts, deeds and things as may be necessary to conduct the
process in a fair and transparent manner and to submit his final report, ballot papers and
other related papers and registers to the Board of Directors of the Company or its Committee
formed for the purpose within the specified time period.”
5. DETAILS OF PUBLIC ANNOUNCEMENT
The Public Announcement dated November 9, 2015 was made in the following newspapers,
in accordance with Regulation 8(1) of the Buyback Regulations, within two working days from
the date of passing the special resolution by the Equity Shareholders of the Company
approving the Buyback through postal ballot, the result of which was declared on November
5, 2015:
- 11 -
Publication Language Editions

Financial Express English All Editions
Jansatta Hindi All Editions
Navshakti Marathi Mumbai Edition
For compliance with the requirements of Buyback Regulations, the Company will publish
further notices or corrigenda in the above 3 newspapers in the editions as mentioned above –
i.e. The Financial Express, Jansatta and Loksatta.
In addition to the publications mentioned above, wherein the Public Announcement was
published to comply with the statutory requirements under the Buyback Regulations, the
Public Announcement was also published in the Financial Express (Gujarati – Ahmedabad
Edition), on November 9, 2015.
The Public Announcement is available on the SEBI website at www.sebi.gov.in
6. DETAILS OF THE BUYBACK
The Company has announced the Buyback of not exceeding 6,96,000 Equity Shares from all
the existing Shareholders / beneficial owners of Equity Shares, on a proportionate basis,
through the Tender Offer route at a price of ` 2,500 (Rupees Two Thousand Five Hundred
only) per Equity Share payable in cash for an aggregate amount of ` 174 Crores (Rupees
One Hundred and Seventy Four Crores only). The maximum number of Equity Shares
proposed to be bought back represents 23.15% of the total number of equity shares in the
present paid-up share capital of the Company.
The Buyback is in accordance with Article 57 of the Articles of Association of the Company,
Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act and
Regulation 4(1)(a) and other applicable provisions of the Buyback Regulations and subject to
such other approvals, permissions and sanctions as may be necessary, from time to time
from statutory authorities including but not limited to SEBI and the Stock Exchange where the
Equity Shares of the Company are listed.
The Company will adopt the Tender Offer route for the purpose of Buyback. The Buyback will
be implemented using the “Mechanism for acquisition of shares through Stock Exchange”
notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and Notice
Number 20150930-1 dated September 30, 2015 from BSE.
The Buyback Offer Size is 24.98% of the total paid-up capital and free reserves as per the
audited accounts of the Company for the financial year ended March 31, 2015 (the last
audited financial statements of the Company available as on the date of the Board meeting
recommending the proposal of the Buyback) and is within the statutory limit of 25% of the fully
paid-up equity share capital and free reserves as per the last audited financial statements of
the Company. The Buyback Offer Size does not include any expenses incurred or to be
incurred for the Buyback like SEBI filing fees, Stock Exchange fees, advisors fees,
brokerage, securities transaction tax, Public Announcement publication expenses, printing &
dispatch expenses and other incidental & related expenses.
The aggregate shareholding of the promoters and promoter group and Persons in Control of
the Company as on the date of the Public Announcement (i.e. November 9, 2015) is as
follows:
Equity Shares held % of shareholding

Sr.
Name on September 11, as on September
No.
2015 11, 2015
1 Mr. Bajrang Lal Kheruka 1,08,405 3.61
2 Mr. Pradeep Kumar Kheruka 1,08,405 3.61
3 Mr. Shreevar Kheruka 25,050 0.83
4 Ms. Kiran Kheruka 1,02,137 3.40
- 12 -

Sr.
No.
2015 11, 2015
5 Ms. Rekha Kheruka 77,087 2.56
6 Gujarat Fusion Glass LLP 14,28,956 47.54
(Previously Gujarat Fusion Glass
Limited – converted into LLP with
effect from April 3, 2014)
7 Croton Trading Private Limited 2,50,798 8.34
8 Fennel Investment & Finance 1,24,057 4.13
Private Limited
9 Sonargaon Properties LLP 4,983 0.17
Total 22,29,878 74.18
The aggregate shareholding of the directors of the promoters and promoter group companies
mentioned above, as on the date of the Public Announcement (i.e. November 9, 2015), is as
follows:

Sr.
No.
2015 11, 2015
1 Mr. Bajrang Lal Kheruka 1,08,405 3.61
2 Mr. Pradeep Kumar Kheruka 1,08,405 3.61
3 Ms. Kiran Kheruka 1,02,137 3.40
Total 3,18,947 10.62
In terms of the Buyback Regulations, under the Tender Offer route, the promoters and
promoter group of the Company have the option to participate in the Buyback. In this regard,
one of the promoter group entities, namely Gujarat Fusion Glass LLP, has expressed its
intention, vide its letter dated September 11, 2015, to participate in the Buyback and offer
upto an aggregate maximum of 14,28,956 Equity Shares or such lower number of Equity
Shares as required in compliance with the Buyback Regulations / terms of the Buyback.
Assuming that GFG, one of the promoter group entities, tenders upto 14,28,956 Equity
Shares in the Buyback (in accordance with the declaration provided by them), the aggregate
shareholding of the promoters and promoter group, post Buyback will increase to [●]% of the
post Buyback equity share capital of the Company if all the public Shareholders participate
upto their entitlement (full acceptance) and will reduce to [●]% of the post Buyback equity
share capital of the Company if none of the public shareholders participate in the Buyback
Offer.
The promoters and promoter group of the Company and the Company vide their letters dated
November 17, 2015 have undertaken and confirmed that in case their shareholding goes
beyond 75%, post buy back, they will reduce their shareholding in compliance with clause
40A of the listing agreement or under applicable Regulation of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, as the case may be, within the time period
prescribed under Rule 19A of Securities Contract (Regulation) Rules, 1957 (“SCRR”) to
ensure compliance with the minimum public shareholding prescribed under the SCRR.
7. AUTHORITY FOR THE BUYBACK
The Buyback is in accordance with Article 57 of the Articles of Association of the Company,
provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies
Act and Regulation 4(1)(a) and other applicable provisions of the Buyback Regulations and
subject to such other approvals, permissions and sanctions as may be necessary, from time
to time from statutory authorities including but not limited to SEBI and the Stock Exchange
etc.
- 13 -
On September 11, 2015, the Board of Directors passed a resolution to buyback Equity Shares
of the Company and sought approval of Shareholders, as a special resolution, through the
postal ballot notice dated September 11, 2015 (read with the corrigendum dated October 6,
2015). The results of the postal ballot were announced on November 5, 2015, which is the
date when the special resolution is deemed to have been passed by the Shareholders.
Further, the Buyback Committee has also, at its meeting held on September 16, 2015,
October 27, 2015, November 6, 2015 and November 17, 2015, passed various resolutions
relating to the Buyback.
8. NECESSITY OF THE BUYBACK
Share buyback is the acquisition by a company of its own equity shares. The objective is to
return surplus cash to the Members holding Equity Shares of the Company. The Board at its
meeting held on September 11, 2015, considered the accumulated free reserves as well as
the cash liquidity reflected in the audited accounts for the financial year ending March 31,
2015 and considering these, the Board decided to allocate a sum of ` 174,00,00,000
(Rupees One Hundred and Seventy Four Crores only) for distributing to the Equity
Shareholders through the Buyback.
After considering several factors and benefits to the Equity Shareholders, the Board decided
to recommend Buyback of not exceeding 6,96,000 (Six Lakhs and Ninety Six Thousand)
equity shares (representing 23.15% of the total number of equity shares in the present paid-
up equity share capital of the Company) at a price of ` 2,500 (Rupees Two Thousand Five
Hundred only) per equity share for an aggregate consideration of ` 174,00,00,000 (Rupees
One Hundred and Seventy Four Crores only). Buyback is a more efficient form of distributing
surplus cash to the Members holding Equity Shares of the Company, inter-alia, for the
following reasons:
i. The Buyback will help the Company to distribute surplus cash to its Equity Shareholders
broadly in proportion to their shareholding, thereby, enhancing the overall return to Members;
ii. The Buyback, which is being implemented through the Tender Offer route as prescribed
under the Buyback Regulations, would involve allocation of 15% of the outlay to Small
Shareholders. The Company believes that this reservation of 15% for Small Shareholders
would benefit a large number of public Shareholders, who would get classified as “Small
Shareholder”;
iii. The Buyback would help in improving return on equity, by reduction in the equity base,
thereby leading to long term increase in Shareholders’ value; and
iv. The Buyback gives an option to the Equity Shareholders, who can choose to participate and
get cash in lieu of Equity Shares accepted under the Buyback Offer or they may choose not to
participate and enjoy a resultant increase in their percentage shareholding, post the Buyback
Offer, without additional investment.
9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF BUYBACK

ON THE COMPANY
9.1. The Buyback is not likely to cause any material impact on the profitability / earnings of the
Company except a reduction in the investment income, which the Company could have
otherwise earned on the amount distributed towards Buyback. Assuming there is full
response to the Buyback, the funds deployed by the Company towards the Buyback would be
` 174,00,00,000 (Rupees One Hundred and Seventy Four Crores only). This shall impact the
investment income earned by the Company, on account of reduced amount of funds available
for investments.
9.2. The Buyback will not in any manner impair the ability of the Company to pursue
growth opportunities or meet its cash requirements for business operations.
9.3. Gujarat Fusion Glass LLP, one of the promoter group entities, has expressed its intention,
vide its letter dated September 11, 2015, to participate in the Buyback and offer upto an
aggregate maximum of 14,28,956 Equity Shares or such lower number of Equity Shares as
required in compliance with the Buyback Regulations / terms of the Buyback.
- 14 -
9.4. The Buyback of Equity Shares will not result in a change in control or otherwise affect the
existing management structure of the Company.
9.5. As per the information provided by Gujarat Fusion Glass LLP vide its letter dated September
11, 2015, details of the date and price of acquisition of the Equity Shares that they intend to
tender are set-out below:
Sr. Date of Acquisition No. of Equity Cost of Remarks

No. / Disposal Shares Acquired Acquisition
/ (Sold) (`
` Crores)
1. December 10, 1988 8,86,594 4.52 Acquired from Corning Glass
Works, USA (Refer Note 1)
2. 1990-91 3,39,856 0.90 Net Acquisition of Shares during
1990-91 (Refer Note 2)
3. March 24, 2007 1,49,156 4.12 Shares acquired pursuant to
conversion of warrants issued on
preferential basis
4. September 30, 2009 1,17,330 0.47 Acquired by Freetown Traders
Private Limited during 1996-97
which was amalgamated with
GFG pursuant to the court order
dated August 28, 2009
5. February 26, 2015 (63,980) (0.28) Sale through stock exchange
Total Current Holding 14,28,956 Average Cost per Share –
` 68.34
Notes:
1. This cost of acquisition does not include the stamp duty charges and other expenses incurred post
acquisition.
2. As per the audited balance sheet for the year ended March 31, 1991. Supporting documents for acquisition /
disposal of shares are not available.
3. In the financial year 1996-97, 1,226,450 equity shares held by Gujarat Fusion Glass LLP in our Company
were reclassified in its books from “Stock-in-trade” to “Investments (At Cost)”. Post this reclassification, the
Company follows FIFO method of accounting for its investments. Accordingly, the cost of shares sold and
current holding has been calculated based on this method.
9.6. Assuming that GFG, one of the promoter group entities, tenders upto 14,28,956 Equity
Shares in the Buyback (in accordance with the declaration provided by them) and
• All the public Shareholders participate upto their entitlement (full acceptance), then the
aggregate shareholding of the promoters and promoter group, post Buyback will
● ●
increase from [ ]% to [ ]% and the aggregate shareholding of the public in the
● ●
Company shall decrease from [ ]% to [ ]% of the post Buyback equity share capital of
the Company.
None of the public shareholders participate, then the aggregate shareholding of the
● ●
•
promoters and promoter group, post Buyback will decrease from [ ]% to [ ]% and the
aggregate shareholding of the public in the Company shall increase from [ ]% to [ ]% ● ●
of the post Buyback equity share capital of the Company.
9.7. Consequent to the Buyback and based on the number of Equity Shares bought back from
the Non-Resident Shareholders, Indian financial institutions, banks, mutual funds and the
public including other bodies corporate, their shareholding would undergo a change.
9.8. The debt-equity ratio post Buyback will be compliant with the permissible limit of 2:1
prescribed by the Companies Act, even if the response to the Buyback is to the extent of
100% (full acceptance).
9.9. The Company shall not issue any equity shares or other securities (including by way of
bonus) till the date of closure of the Buyback.
- 15 -
9.10. The Company shall not raise further capital for a period of one year from the closure of
Buyback except in discharge of its subsisting obligations.
9.11. Salient financial parameters consequent to the Buyback based on the latest standalone
audited results as on March 31, 2015 are as under:
Post-
Parameters Pre-Buyback
Buyback**
Networth (` Lacs) 69,634.83 52,234.83
Return on Networth 7.06% 9.41%
Earnings Per Equity Share (net of tax) 163.53 212.80
(Basic & Diluted) (`)
Book Value per Share (`) 2,316.53 2,261.25
P/E based on Earnings Per Equity Share * 14.57 11.19
Total Debt / Equity Ratio - -
Notes:
i. Pre and Post Buyback calculations are based on financial numbers as on March 31, 2015
ii. * P/E ratio based on the closing market price as on November 9, 2015, the date of
publication of Public Announcement i.e. November 9, 2015 (BSE)
iii. **The Post Buyback numbers are calculated by reducing the pre Buyback net worth by
the proposed buyback amount (assuming full acceptance) without factoring any impact of
statement of profit and loss.
10. BASIS OF CALCULATING BUYBACK PRICE
10.1. The Buyback Offer price of ` 2,500 per Equity Share has been arrived at after considering
various factors such as the volume weighted average prices of the Equity Shares on BSE
(where the Equity Shares are listed), the net-worth of the Company and the impact of the
Buyback on the key financial ratios of the Company.
10.2. The Buyback Offer price represents a premium of 9.4% over the volume weighted average
price of the Equity Shares on BSE for 3 months preceding the date of intimation to the BSE
for the Board Meeting to consider the proposal of the Buyback and 2.6% over the volume
weighted average price of the Equity Shares on BSE for 2 weeks preceding the date of
intimation to the BSE for the Board Meeting to consider the proposal of the Buyback.
10.3. For trends in the market price of the Equity Shares, please refer to paragraph 16 of this Letter
of Offer.
10.4. The closing market price of the Equity Shares as on the date of intimation to the BSE for the
Board Meeting for considering the Buyback, was ` 2,347.00 on BSE.
10.5. The Buyback Offer price offers a premium of 7.92% over the pre Buyback, Company’s book
value per share of ` 2,316.53 as at March 31, 2015.
10.6. The earning per share of the Company pre-Buyback as on March 31, 2015 was ` 163.53
which will increase to ` 212.80 post Buyback assuming full acceptance of the Buyback and
subject to note iii under paragraph 9.11.
10.7. The Return of Net-worth of the Company pre Buyback as on March 31, 2015 was 7.06%
which will increase to 9.41% post Buyback assuming full acceptance of the Buyback and
subject to note iii under paragraph 9.11.
- 16 -
11. SOURCES OF FUNDS FOR THE BUYBACK
11.1. Assuming full acceptance, the funds that would be employed by the Company for the purpose
of the Buyback of 6,96,000 Equity Shares at a price of ` 2,500 (Rupees Two Thousand Five
Hundred only) per Equity Share would be ` 174,00,00,000 (Rupees One Hundred and
Seventy Four Crores only).
11.2. The funds for the Buyback will be sourced from cash balances available with the Company
and/or liquidation of financial instruments held by the Company. These funds have been
generated through internal accruals. The Company does not intend to raise additional debt for
the explicit purposes of the Buyback. Accordingly, borrowed funds will not be used for the
Buyback. However, if required, the Company may borrow funds in the ordinary course of its
business and to fund inorganic growth opportunities.
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN
12.1. In accordance with Regulation 10 of the Buyback Regulations, the escrow agreement dated
November 2, 2015 (including the amendment agreement dated November 6, 2015) has been
entered into amongst the Company, Ambit Corporate Finance Private Limited and the Escrow
Bank having its branch at IndusInd House 425, Dadasaheb Bhadkamkar Marg, Mumbai –
400004.
12.2. In terms of the Escrow Agreement, inter-alia, the following escrow arrangements have been
made:
The Company has furnished two unconditional, irrevocable and on demand bank guarantees
(Nos OGT0005150000578 dated November 5, 2015 and OGT0005150000579 dated
November 5, 2015), each for a sum of ` 16,20,00,000 (Rupees Sixteen Crores Twenty Two
Lakhs Only) in favour of the Manager to the Buyback Offer for an aggregate amount of `
32,40,00,000 (Rupees Thirty Two Crores Forty Lakhs Only) (the “Bank Guarantees”). The
Bank Guarantees have been issued by IndusInd Bank acting through its Barakhamba Road,
New Delhi branch and are valid upto February 15, 2016. The Company undertakes that the
Bank Guarantees shall be kept valid until 30 (thirty) days after the closure of the Buyback
Offer.
Further, a cash escrow account in the name and style “Borosil Glass Works Limited -
Escrow Account - Buyback Offer” (bearing account number 201000225929) has been
opened with the Escrow Bank and the Company has deposited a sum of ` 1,75,00,000
(Rupees One Crore Seventy Five Lacs only) in this account. In terms of the Escrow
Agreement, the cash deposit as well as any fixed deposit created therefrom will constitute the
escrow amount and would form part of the Escrow Account.
The aggregate amount of the Bank Guarantees and value of the cash deposit is in
compliance with Regulation 10 of the Regulations. The Manager to the Buyback Offer has
been duly authorised to realize the value of the Bank Guarantees and operate the Escrow
Account, in terms of the Buyback Regulations.
12.3. Chaturvedi & Shah, Chartered Accountants (Firm Registration Number: 101720W), having
their office at 714-715, Tulsiani Chambers, 212, Nariman Point, Mumbai 400 021, Tel: +91 22
3021 8500, Fax: +91 22 3021 8595, signing through their partner Mr. R Koria (Membership
Number: 35629) have certified vide their certificate dated November 5, 2015, that the
Company has adequate financial resources to fulfilling financial obligations arising out of the
Buyback Offer.
12.4. Based on the above mentioned certificate, the Manager to the Buyback Offer has
satisfied itself about the ability of the Company to implement the Buyback Offer in
accordance with the Buyback Regulations.
- 17 -
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN
13.1. The capital structure of the Company, as on the date of the Public Announcement, is as
follows:
Particulars No. of shares Amount (`

` Lacs)
Authorised Equity Shares 1,20,00,000 1,200.00
Issued Subscribed and Paid-up Equity Shares 30,06,000 300.60
13.2. The Company has not bought back any equity shares under any buyback programme during
the 3 years preceding the date of the Public Announcement.
13.3. As on the date of the Public Announcement, there are no outstanding preference shares,
partly paid-up equity shares or outstanding convertible instruments or calls in arrears.
13.4. The shareholding pattern of the Company pre-Buyback, taken as on November 27, 2015 (the
Record Date), as well as the post Buyback shareholding, is as shown below:
Pre Buyback Post Buyback#

% of the % of post
No. of existing No. of buyback
Particulars
Equity equity Equity equity
Shares share Shares share
capital capital
Promoters and persons acting in
concert, (collectively “the
[●] [ ●] [ ●] ●]
[
Promoters”)
Foreign Investors (including Non
Resident Indians FIIs and Foreign
[●] [ ●] [ ●] ●]
[
Mutual Funds)
Financial Institutions / Banks &
Mutual Funds promoted by Banks /
[●] [ ●]
Institutions
Others (Public, Public
Corporate etc.)
Bodies
[●] [ ●]
Total [●] 100.00 [ ●] 100.00
# Assuming GFG, one of the promoter group entities, tenders upto 14,28,956 Equity Shares in the Buyback (in
accordance with the declaration provided by them) and all the public Shareholders participate upto their entitlement
(full acceptance)
13.5. There is no pending scheme of amalgamation or compromise or arrangement pursuant to any

provisions of the Companies Act.
13.6. Assuming 100% response to the Buyback Offer, the issued, subscribed and paid-up equity
share capital of the Company after the completion of the Buyback Offer would be as follows:
Particulars No. of Shares Amount (`

` Lacs)
Issued, Subscribed and Paid-up Equity Shares 23,10,000 231.00
shareholding of the promoters and promoter group, post Buyback will increase to [ ]% of the ●
post Buyback equity share capital of the Company if all the public Shareholders participate
●
upto their entitlement (full acceptance) and will reduce to [ ]% of the post Buyback equity
share capital of the Company if none of the public shareholders participate in the Buyback
Offer.
13.8. There were no transactions, either purchase / sale / transfer, undertaken by the promoters
and promoter group, directors of the companies forming part of the promoter group as well as
the Persons in Control of the Company during the period of last six months preceding, and
- 18 -
including the date of the Board Meeting/ date of the postal ballot notice i.e. September 11,
2015. Subsequent to the date of postal ballot notice i.e. September 11, 2015, the promoters
and promoter group of the Company have not entered into any transactions in relation to the
Equity Shares of the Company.
14. BRIEF INFORMATION ABOUT THE COMPANY
14.1. The Company was incorporated as “Borosil Glass Works Limited” on December 14, 1962.
The Company’s registered office is situated at Khanna Construction House, 44 Dr. R. G.
Thadani Marg, Worli, Mumbai and its corporate office at 1101, Crescenzo, Opp MCA Club, G-
Block, Bandra – Kurla Complex, Bandra (East),Mumbai 400 051. There has been no change
in the name of the Company since incorporation. The Company’s Corporate Identity Number
(CIN) is L99999MH1962PLC012538.
14.2. The Company was established in 1962 in collaboration with Corning Glass Works, USA. In
1964, the Company installed glass furnace at Marol, Mumbai for blowing tubings and
manufacturing glassware items. In 1988, Corning Glass Works, USA transferred its entire
holding to the current promoters of the Company. Subsequently, the Company entered into
consumerware segment by manufacturing glass tumblers, which was further expanded by
adding bake & serve and other items.
14.3. The Company is one of the leading manufacturers of laboratory glassware and microwavable
kitchenware in India. The Company is primarily focused on two division’s i.e Scientific &
Industrial Products Division and Consumer Products Division. The Scientific & Industrial
Products division sells laboratory glassware, instruments, disposable plastics, liquid handling
systems and explosion proof lighting glassware through its network of dealers spread across
India. The Consumer Products division sells microwavable and flameproof kitchenware and
glass tumblers through retail outlets. In the recent years, the Company has ventured into
many new products like HPCL vials and liquid handling systems etc. in the Scientific &
Industrial Products Division and Melamine / Plasticware, home décor items such as Diya
Lights, Tea Lights, Diffusers and Puja Thali, home appliances such as juicer, mixture grinder,
induction cooker etc. in the Consumer Products Division. The Company also exports its
products to U.S.A., Nepal, Singapore, Australia, Canada and Latin American countries. In
2014, the Company incorporated a wholly owned subsidiary namely Borosil Afrasia FZE (Free
Zone Establishment) in Jebel Ali Free Zone in Dubai, United Arab Emirates to market its
product in Middle East and African markets.
14.4. The Company also holds 25.25% stake in the equity capital of Gujarat Borosil Limited which
is engaged in the manufacturing and marketing of flat glass.
14.5. For the financial years ended March 2015, 2014, 2013, 2012 and 2011, the Company
recorded net sales of ` 24,142 Lakhs, ` 19,671 Lakhs, ` 15,960 Lakhs, and ` 16,803 Lakhs,
respectively, and Profit after Tax of ` 4,916 Lakhs, ` 3,715 Lakhs, ` 1,984 Lakhs and ` 3,253
Lakhs, respectively on a standalone basis.
14.6. The Equity shares of the Company were listed on Bombay Stock Exchange Limited on
August, 10, 1963.
14.7. Details of the changes in share capital of the Company since incorporation are as follows:
Date of the Board/

Committee resolution Cumulative Equity
No. of Equity % of Total
authorizing Shares Outstanding share capital
allotment/buyback issued/brought Equity No. of
back Capital Equity Rs.
Shares
November 30, 1962 90 0.0% 90 900
May 16, 1963 2,51,750 8.4% 2,51,840 25,18,400
May 31, 1963 1,24,900 4.2% 3,76,740 37,67,400
- 19 -
Date of the Board/

Committee resolution Cumulative Equity
No. of Equity % of Total
authorizing Shares Outstanding share capital
allotment/buyback issued/brought Equity No. of
back Capital Equity Rs.
Shares
July 5, 1963 3,85,760 12.8% 7,62,500 76,25,000
August 17, 1963 1,43,600 4.8% 9,06,100 90,61,000
February 4, 1964 2,00,000 6.7% 11,06,100 1,10,61,000
April 18, 1964 2,00,000 6.7% 13,06,100 1,30,61,000
June 27, 1964 70,000 2.3% 13,76,100 1,37,61,000
September 26, 1964 20,000 0.7% 13,96,100 1,39,61,000
December 18, 1964 40,000 1.3% 14,36,100 1,43,61,000
May 18, 1965 20,000 0.7% 14,56,100 1,45,61,000
August 6, 1965 9,256 0.3% 14,65,356 1,46,53,560
January 28, 1966 9,089 0.3% 14,74,445 1,47,44,450
September 30, 1966 4,586 0.2% 14,79,031 1,47,90,310
July 10, 1968 14,477 0.5% 14,93,508 1,49,35,080
January 28, 1969 2,182 0.1% 14,95,690 1,49,56,900
July 21, 1970 357 0.0% 14,96,047 1,49,60,470
October 21, 1970 16 0.0% 14,96,063 1,49,60,630
August 20, 1982 7,48,031 24.9% 22,44,094 2,24,40,940
February 14, 1991 11,76,852 39.2% 34,20,946 3,42,09,460
1991-1992* 7,433 0.2% 34,28,379 3,42,83,790
1992-1993* 250 0.0% 34,28,629 3,42,86,290
1993-1994* 199 0.0% 34,28,828 3,42,88,280
1994-1995* 250 0.0% 34,29,078 3,42,90,780
March 24, 2007 1,79,390 6.0% 36,08,468 3,60,84,680
July 16, 2008 3,55,460 11.8% 39,63,928 3,96,39,280
September 23, 2011** (9,57,928) (31.9%) 30,06,000 3,00,60,000
* The Company issued 8,132 Equity Shares between the years 1991-1992 to 1994-1995. However, the relevant
records in respect of the allotment of the same are not available.
** These equity shares were extinguished during December 2011 and October 2012, as per Buyback Regulations.
14.8. The Board of Directors of the Company as on the date of the Public Announcement:
Date of
Sr. Name, Qualification,
Appointment / Designation Other Directorships
No. Occupation and Age
Re appointment
1. Mr. B. L. Kheruka November 24, Executive 1. Gujarat Borosil Limited
Qualification: B.Com 1988 Chairman 2. Borosil Glass Limited
Occupation: 3. Croton Trading Private
Industrialist Limited
Age: 85 years 4. Window Glass Limited
5. Borosil International Limited
6. Median Marketing Private
Limited
7. Cyclamen Trading Private
Limited
8. Fennel Investment & Finance
Private Limited
2. Mr. P. K. Kheruka November 24, Vice Chairman, 1. Gujarat Borosil Limited
Qualification: B.Com 1988 Non Executive 2. Borosil Glass Limited
Occupation: Company Director 3. Window Glass Limited
Director 4. Borosil International Limited
Age: 64 years 5. Median Marketing Private
Limited
6. Fennel Investment & Finance
Private Limited
- 20 -
Date of
Sr. Name, Qualification,
Appointment / Designation Other Directorships
No. Occupation and Age
Re appointment
7. Indian Glass Manufacturers’
Association
8. All India Glass
Manufacturers’ Association
3. Mr. Shreevar Kheruka August 24, 2009 Managing 1. Borosil Glass Limited
Qualification: Director & CEO 2. Borosil International Limited
BSc(Economics)
Occupation: Company
Executive
Age: 33 years
4. Mr. V. Ramaswami August 17, 2005 Whole-time Nil
Qualification: BSc, Director
B.Tech, Post Graduate
Diploma in Financial
Management
Occupation: Company
Executive
Age: 57 years
5. Mr. S. Bagai June 29, 2002 Director 1. Dilkhush Trading and
Qualification: B.Com, Investment Company Private
LLB Limited
Occupation: Advocate 2. S.B. Corporate Services
Age: 59 years Private Limited
3. Bagai Investment Co. (private
company with unlimited
liability)
4. Peshawri Estates Private
Limited
5. Primrose Properties and
Traders
6. Mr. U. K. August 24, 2009 Director 1. Surya Roshni Limited
Mukhopadhyay 2. WPIL Limited
Qualification: 3. Sun Risk Management and
PhD(Economics) Insurance Broking Services
Occupation: Company Private Limited
Director
Age: 71 years
7. Mr. Naveen Kumar May 9, 2013 Director 1. First Energy Private Limited
Kshatriya 2. Ambit Holdings Private
Qualification:IIT Limited (holding company of
Graduate Ambit Corporate Finance
Occupation: Company Private Limited)
Director 3. Topwheelz Automotive
Age: 66 years Private Limited
4. Mahindra Two Wheeler
Limited
5. Optimus Ventures, Singapore
6. Skyline Capital Ventures, BVI
8. Mrs. Anupa Sahney May 30, 2014 Director 1. Origami Consultants Private
Qualification: Limited
CA(Institute of England 2. NV Advisory Services Private
& Wales) Limited
Occupation: 3. Radius Corporate Solutions
Consultant (India) Private Limited
Age: 48 years
- 21 -
14.9. The details of changes in the Board of Directors during the 3 years preceding the date of the
Public Announcement are as follows:
Name of Director Appointment/ Effective Date Reasons

Resignation
Mr. Naveen Kumar Appointment May 9, 2013 Appointed as an Additional Director and
Kshatriya subsequently was appointed as a non-
retiring Independent Director
Mr. Dhanendra Appointment November 11, Appointment as an Additional Director
Kumar 2013
Mr. Dinesh Vaswani Resignation January 31, Resignation
2014
Mr. Dhanendra Resignation May 10, 2014 Resignation
Kumar
Mrs. Anupa Rajiv Appointment May 30, 2014 Appointed as an Additional Director and
Sahney subsequently was appointed as a non-
retiring Independent Director
14.10. The Buyback will not result in any benefit to any directors of the Company / promoters and
promoter group / Persons in Control of the Company / group companies except to the extent
of their intention to participate in the Buyback and the change in their shareholding as per the
response received in the Buyback, as a result of the extinguishment of Equity Shares which
will lead to a reduction in the Equity Share capital post Buyback.
15. FINANCIAL INFORMATION ABOUT THE COMPANY
15.1. The salient financial information of the Company, as extracted from the standalone audited
results for the last three financial years and unaudited financials for six months period ended
September 30, 2015 is detailed below:
(Rs. in Lacs unless stated otherwise)
Particulars For six For the year For the year For the year
months ended March ended March ended March
period ended 31, 2015 31, 2014 31, 2013
September
30, 2015
Limited Audited Audited Audited
Review
Income from operations 9,406.91 17,541.94 15,595.00 13,447.16
Other Income 2,861.77 6,600.37 4,076.32 2,513.04
Total Income 12,268.68 24,142.31 19,671.32 15,960.20
Total Expenditure excluding
depreciation & amortisation,
9,223.14 16,794.62 14,648.15 13,124.63
finance costs and exceptional
items
Depreciation & amortisation 255.52 548.22 372.12 204.67
Finance costs :
(i) Interest expense 12.13 24.22 28.58 26.64
(ii) Applicable Net Loss on
Foreign Currency 9.58 1.19 21.17 -
Transactions and
Translation
Profit before Tax and 2,768.31 6,774.06 4,601.30 2,604.26
exceptional items
Exceptional Items - 421.71 435.00 -
Profit before Tax and after 2,768.31 6,352.35 4,166.30 2,604.26
exceptional items
Provision for Tax (including 619.17 1,436.61 451.74 620.59
deferred tax)
- 22 -
Particulars For six For the year For the year For the year
months ended March ended March ended March
period ended 31, 2015 31, 2014 31, 2013
September
30, 2015
Limited Audited Audited Audited
Review
Profit after Tax 2,149.14 4,915.74 3,714.56 1,983.67
Proposed Equity Dividend - 904.49 703.37 526.79
(Including dividend tax)
As on 30.09.2015 31.03.2015 31.03.2014 31.03.2013
Paid-up equity share capital 300.60 300.60 300.60 300.60
Reserves & Surplus$ 71,483.37 69,334.23 65,322.98 62,311.79
Net worth 71,783.97 69,634.83 65,623.58 62,612.39
Total debt (Excluding working
- - 85.73 -
capital loan)
Notes:
$
1. excluding capital reserve of Rs. 15 lacs and capital redemption reserve of Rs. 95.79 lacs
6 Months Period Year ended Year ended Year ended

Key Ratios ended September March 31, 2015 March 31, 2014 March 31, 2013
30, 2015
Earnings Per Equity Share
after exceptional items (net of 71.50 163.53 123.57 64.81
tax) (Basic & Diluted) (`)
Book Value per Equity Share
2,388.02 2,316.53 2,183.09 2,082.91
(`)
Return on Net Worth (%) 2.99% 7.06% 5.66% 3.17%
Debt / Equity Ratio - - - -
Total Debt/Networth - - - -
The key ratios have been computed as below:
Key Ratios Basis of Calculation

Net worth Equity Share Capital + Free Reserves (as defined under Section 2 (43)
of the Companies Act, 2013)
Earning Per Share Net Profit after Tax Attributable to Equity Shareholders / Weighted
Number of Equity Shares outstanding
Book Value Net worth / Number of Equity Shares
Debt-Equity Ratio Debt / Net worth
Return on Net Worth (%) Net Profit after Tax Attributable to Equity Shareholders / Net worth
The computation of the above ratios is based on the annual audited standalone financials and
unaudited standalone financials for six months period ended September 30, 2015 of the Company
and any discrepancy with the derived ratios from the table “Key Financials” is due to rounding off.
15.2. The Company shall comply with the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, wherever and if applicable. The Company hereby declares that it has
complied with Section 68(2)(c), 68(2)(d), 70(1) and 70(2) of the Companies Act.
16. STOCK MARKET DATA
16.1. The Company’s Equity Shares are listed and traded on the BSE. The high, low and average
market prices in preceding three financial years (April to March period) and the monthly high,
low and average market prices for the six months preceding the date of Public Announcement
from May 1, 2015 to November 9, 2015 and the corresponding volumes on BSE are as
follows:
- 23 -
Number Number
of Low of Number of
High~ Average
Date of Shares @ Date of Shares Shares
Period Price #
(`) High traded (`) Low traded traded in
(`)
on that on that the period
date date
Preceding 3 years
August 10, March 22,
Financial Year 2012-13 1,001 3,202 627.1 123 833.80 182,118
2012 2013
March 31, August 22,
Financial Year 2013-14 904 673 575 40 701.99 203,932
2014 2013
January 9,
Financial Year 2014-15 2,150 6,759 885 May 20, 2014 605 1,591.87 407,114
2015
Preceding 6 months
May 1, 2015 – May 31, May 11,
1,700 1,046 1,559 May 8, 2015 451 1,607.85 20,569
2015 2015
June 1, 2015 – June 30, June 24, June 12,
1,719 1,325 1,480 1,853 1,583.89 24,179
2015 2015 2015
July 1, 2015 – July 31, July 15,
2,040 3,445 1,650 July 1, 2015 1,928 1,901.67 54,186
2015 2015
August 1, 2015 – August August 10, August 3,
2,989 18,324 1,910 2,123 2,530.81 116,630
31, 2015 2015 2015
September 1, 2015 – September September 1,
2,625 4,750 2,244 991 2,365.43 46,144
September 30, 2015 11, 2015 2015
October 1, 2015 – October 26, October 8,
2,400 2,229 2,010 6,453 2,351.60 36,851
October 31, 2015 2015 2015
November 1, 2015 – November November 2,
2,429 3,211 2,330 722 2,354.92 6,002
November 9, 2015 9, 2015 2015
(Source: www.bseindia.com)
~ High is the highest price recorded for the equity share of the Company during the said period
@ Low is the lowest price recorded for the equity share of the Company during the said period
# Average Price is the arithmetical average of closing prices during the said period
16.2. The closing market price of the Equity Shares of the Company on BSE as on September 10,
2015, i.e. the trading day before the date of the Board Meeting was ` 2,506.00 per Equity
Share.
16.3. The closing market price of the Equity Shares of the Company on BSE on September 14,
2015, i.e. the trading day immediately after the Board Meeting was ` 2,378.50 per Equity
Share.
17. DETAILS OF STATUTORY APPROVALS
17.1. The Buyback Offer is subject to approval, if any required, under the provisions of the
Companies Act, FEMA, the Buyback Regulations and/or such other applicable rules and
regulations in force for the time being.
17.2. Non-Resident Shareholders (excluding OCBs) permitted under general permission under the
consolidated Foreign Direct Investment policy issued by the Government of India read with
applicable FEMA Regulations, are not required to obtain approvals from RBI.
17.3. As of date, there is no other statutory or regulatory approval required to implement the
Buyback Offer, other than that indicated above. If any statutory or regulatory approval
becomes applicable subsequently, the Buyback Offer will be subject to such statutory or
regulatory approval(s). In the event of any delay in receipt of any statutory / regulatory
approvals, changes to the proposed timetable of the Buyback Offer, if any, shall be intimated
to the BSE.
- 24 -
18. DETAILS OF REGISTRAR TO THE BUYBACK OFFER
Seller Members are required to send the Tender Form, physical share certificate, TRS and
other documents by superscribing the envelope as “Borosil Buyback Offer 2015” to the
Registrar to the Buyback Offer at their below office, so that the same are received within 2
●
(two) days from the Closing Date i.e. [ ]:
Universal Capital Securities Pvt. Ltd.

21, Shakil Niwas, Opp. Satya Saibaba Temple,
Mahakali Caves Road,
Andheri (East), Mumbai – 400093
Tel: +91 22 28207203 – 05;
Fax: +91 22 28207207;
Email: ravi@unisec.in;
Contact Person: Ravindra Utekar
TENDER FORM, TRS AND OTHER RELEVANT DOCUMENTS SHOULD NOT BE SENT
TO THE COMPANY OR TO THE MANAGER TO THE BUYBACK OFFER.
EQUITY SHAREHOLDERS ARE ADVISED TO ENSURE THAT THE TENDER FORM, TRS
AND OTHER RELEVANT DOCUMENTS ARE COMPLETE IN ALL RESPECTS;
OTHERWISE THE SAME ARE LIABLE TO BE REJECTED.
19. PROCESS AND METHODOLOGY FOR THE BUYBACK
19.1. The Company proposes to buyback not exceeding 6,96,000 Equity Shares from all the
existing Shareholders / beneficial owners of Equity Shares of the Company, on a
proportionate basis, through the Tender Offer route at a price of ` 2,500 (Rupees Two
Thousand Five Hundred only) per Equity Share, payable in cash for an aggregate amount of `
174 Crores (Rupees One Hundred and Seventy Four only). The maximum number of Equity
Shares proposed to be bought back represents 23.15% of the total present paid-up equity
share capital of the Company. The Buyback is in accordance with Article 57 of the Articles of
Association of the Company and subject to the provisions of Section 68 and all other
applicable provisions, if any, of the Companies Act and in compliance with Buyback
Regulations and subject to such other approvals, permissions and sanctions as may be
necessary, from time to time from statutory authorities including but not limited to SEBI, BSE,
RBI etc. The Buyback Offer Size is 24.98% of the fully paid-up equity share capital and free
reserves as per the audited financial statements of the Company for the year ended March
31, 2015.
19.2. The aggregate shareholding of the promoters and promoter group is 22,29,878 Equity
Shares, which represents 74.18% of the existing Equity Share capital of the Company. In
terms of the Buyback Regulations, under the Tender Offer route, the promoters and promoter
group of a company have the option to participate in the buyback. In this regard, one of the
promoter group entities, namely Gujarat Fusion Glass LLP, has expressed its intention, vide
its letter dated September 11, 2015, to participate in the Buyback and offer upto an aggregate
maximum of 14,28,956 Equity Shares or such lower number of Equity Shares as required in
compliance with the Buyback Regulations / terms of the Buyback.
●
shareholding of the promoters and promoter group, post Buyback will increase to [ ] Equity
●
Shares representing [ ]% of the post Buyback equity share capital of the Company if all the
●
public Shareholders participate upto their entitlement (full acceptance) and will reduce to [ ]
●
Equity Shares representing [ ]% of the post Buyback equity share capital of the Company if
none of the public shareholders participate in the Buyback Offer.
- 25 -
19.4. Record Date, ratio of Buyback and entitlement of each Shareholder
a) The Buyback Committee in its meeting held on November 5, 2015 announced Friday,
November 27, 2015 as the Record Date for the purpose of determining the entitlement and
the names of the Shareholders, who are eligible to participate in the Buyback Offer.
b) The Equity Shares proposed to be bought back by the Company shall be divided in two
categories:
• Reserved category for Small Shareholders (“Reserved Category”); and

• General category for all Shareholders other than Small Shareholders (“General
Category”)
c) As defined in the Buyback Regulations, a “Small Shareholder” is a Shareholder who holds

Equity Shares having market value, on the basis of closing price on BSE as on Record Date,
of not more than ` 2,00,000 (Rupees Two Lacs). As on the Record Date, the closing price on
●
BSE was ` [ ] per Equity Share, accordingly all Shareholders holding not more than [ ] ●
Equity Shares as on the Record Date are classified as ‘Small Shareholders’ for the purpose of
the Buyback Offer.
●
d) Based on the above definition, there are [ ] Small Shareholders with aggregate shareholding
● ●
of [ ] Shares, as on the Record Date, which constitutes [ ]% of the outstanding paid up
●
equity share capital of the Company and [ ]% of the number of Equity Shares which are
proposed to be bought back as part of this Buyback Offer.
e) In compliance with Regulation 6 of the Buyback Regulations, the reservation for the Small
●
Shareholders, will be [ ] Equity Shares which is higher of:
i. Fifteen percent of the number of Equity Shares which the Company proposes to
buyback i.e. 15% of 6,96,000 Equity Shares which works out to 1,04,400 Equity
Shares; or
● ● ● ●
ii. The number of Equity Shares entitled as per their shareholding as on Record Date
[i.e. ([ ] /[ ]) X [ ]] which works out to [ ] Equity Shares.
All the outstanding Equity Shares have been used for computing the entitlement of Small
Shareholders since the Promoters Group also intends to offer Equity Shares held by them in
the Buyback.
f) Accordingly, the entitlement for General Category shall consist of [ ●] Equity Shares.
g) Based on the above, the entitlement ratio of Buyback for both categories is decided as below:
Category Entitlement Ratio of Buyback

Reserved Category ●
[ ] Equity Shares out of every [ ● ] fully paid-up Equity
Shares held on the Record Date
General Category ●
[ ] Equity Shares out of every [ ● ] fully paid-up Equity
Shares held on the Record Date
19.5. Fractional Entitlements
If the entitlement under Buyback, after applying the abovementioned ratios to the Equity
Shares held on Record Date, is not a round number (i.e. not in the multiple of 1 Equity Share)
then the fractional entitlement shall be ignored for computation of entitlement to tender Equity
Shares in the Buyback Offer, for both categories of Shareholders.
On account of ignoring the fractional entitlement, those Small Shareholders who hold [ ] ●
●
([ ]) or less Equity Shares as on Record Date, will be dispatched a Tender Form with zero
entitlement. Such Small Shareholders are entitled to tender additional Equity Shares as part
- 26 -
of the Buyback Offer and will be given preference in the Acceptance of one Equity Share, if
such Small Shareholders have tendered for additional Equity Shares.
19.6. Basis of Acceptance of Equity Shares validly tendered in the Reserved Category
Subject to the provisions contained in this Letter of Offer, the Company will accept the Shares
tendered in the Buyback Offer by the Small Shareholders in the Reserved Category in the
following order of priority:
a) Full acceptance of Shares from Small Shareholders in the Reserved Category who have
validly tendered their Shares, to the extent of their Buyback Entitlement, or the number of
Shares tendered by them, whichever is less.
b) Post the acceptance as described in paragraph 19.6 (a), in case, there are any Shares left to
be bought back in the Reserved Category, the Small Shareholders who were entitled to
tender zero Shares (on account of ignoring the fractional entitlement), and have tendered
Additional Shares, shall be given preference and one Equity Share each from the Additional
Shares tendered by these Small Shareholders shall be bought back in the Reserved
Category.
c) Post the acceptance as described in paragraph 19.6 (a) and (b), in case, there are any validly
tendered unaccepted Shares in the Reserved Category (“Reserved Category Additional
Shares”) and Shares left to be bought back in Reserved Category, the Reserved Category
Additional Shares shall be accepted in a proportionate manner and the acceptances shall be
made in accordance with the Buyback Regulations, i.e. valid acceptances per Shareholder
shall be equal to the Reserved Category Additional Shares tendered by the Shareholder
divided by the total Reserved Category Additional Shares and multiplied by the total number
of Shares remaining to be bought back in Reserved Category. For the purpose of this
calculation, the Reserved Category Additional Shares taken into account for such Small
Shareholders, from whom one Equity Share has been accepted in accordance with paragraph
19.6 (b), shall be reduced by one.
d) Adjustment for fractional results in case of proportionate acceptance, as described in

paragraph 19.6 (c), will be made as follows:
For any Shareholder, if the number of Additional Shares to be accepted, calculated on a

proportionate basis is not in the multiple of 1 and the fractional acceptance is greater than
or equal to 0.50, then the fraction would be rounded off to the next higher integer.
proportionate basis is not in the multiple of 1 and the fractional acceptance is less than
0.50, then the fraction shall be ignored.
19.7. Basis of Acceptance of Equity Shares validly tendered in the General Category
Subject to the provisions contained in this Letter of Offer, the Company will accept the Shares
tendered in the Buyback Offer by Shareholders (other than Small Shareholders) in the
General Category in the following order of priority:
a) Full Acceptance of Shares from Shareholders in the General Category who have validly
tendered their Shares, to the extent of their Buyback Entitlement, or the number of Shares
tendered by them, whichever is less.
b) Post the acceptance as described in paragraph 19.7 (a), in case, there are any validly
tendered unaccepted Shares in the General Category (“General Category Additional
Shares”) and Shares left to be bought back in General Category, the General Category
Additional Shares shall be accepted in a proportionate manner and the acceptances shall be
made in accordance with the Buyback Regulations, i.e. valid acceptances per Shareholder
shall be equal to the General Category Additional Shares tendered by the Shareholder
divided by the total General Category Additional Shares and multiplied by the total number of
Shares remaining to be bought back in General Category.
- 27 -
c) Adjustment for fractional results in case of proportionate acceptance, as described in

paragraph 19.7 (b), will be made as follows:

proportionate basis is not in the multiple of 1 and the fractional acceptance is greater than
or equal to 0.50, then the fraction would be rounded off to the next higher integer.
proportionate basis is not in the multiple of 1 and the fractional acceptance is less than
0.50, then the fraction shall be ignored.
19.8. Basis of Acceptance of Equity Shares between the two categories
a) After acceptances of tenders, as mentioned in paragraph 19.6 and 19.7, in case, there are
any Shares left to be bought back in one category (“Partially Filled Category”) and there are
additional unaccepted validly tendered Shares (“Further Additional Shares”) in the second
category (“Over Tendered Category”), then the Further Additional Shares in the Over
Tendered Category shall be accepted in a proportionate manner i.e. valid acceptances per
Shareholder shall be equal to Further Additional Shares validly tendered by the Shareholder
in the Over Tendered Category divided by the total Further Additional Shares in the Over
Tendered Category and multiplied by the total Shares left to be bought back in the Partially
Filled Category.
b) If the Partially Filled Category is the General Category and the Over Tendered Category is the
Reserved Category, then any Small Shareholder who has received a Tender Form with zero
Buyback Entitlement and who has tendered Additional Shares shall be eligible for priority
acceptance of one Equity Share before acceptance in paragraph 19.8(a) out of the Shares left
to be bought back in the Partially Filled Category provided no acceptance could take place
from such Shareholder in accordance with paragraph 19.6.
c) Adjustment for fraction results in case of proportionate acceptance, as defined in

paragraph19.8 (a):
For any Shareholder, if the number of Further Additional Shares to be accepted,

calculated on a proportionate basis is not in the multiple of 1 and the fractional
acceptance is greater than or equal to 0.50, then the fraction would be rounded off to the
next higher integer.
For any Shareholder, if the number of Further Additional Shares to be accepted,
calculated on a proportionate basis is not in the multiple of 1 and the fractional
acceptance is less than 0.50, then the fraction shall be ignored.
19.9. For avoidance of doubt, it is clarified that, in accordance with the clauses above:
Shares accepted under the Buyback from each Eligible Person, shall be lower of
the following:
o the number of Shares tendered by the respective Shareholder and
o the number of Shares held by the respective Shareholder, as on the Record
Date
Shares tendered by any Shareholder over and above the number of Shares held by
such Shareholder as on the Record Date shall not be considered for the purpose of
Acceptance.
20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT
20.1. The Buyback is open to all Equity Shareholders / beneficial owners of the Company holding
Equity Shares either in physical and/or electronic form on the Record Date.
20.2. The Company proposes to effect the Buyback through Tender Offer route, on a proportionate
basis. This Letter of Offer, outlining the terms of the Buyback Offer as well as the detailed
disclosures as specified in the Buyback Regulations, will be mailed to Equity Shareholders of
- 28 -
the Company whose names appear on the register of members of the Company, or who are
beneficial owners of Equity Shares as per the records of Depositories, on the Record Date.
20.3. The Company will not accept any Equity Shares offered for Buyback where there exists any
restraint order of a Court/ any other competent authority for transfer / disposal/ sale or where
loss of share certificates has been notified to the Company or where the title to the Equity
Shares is under dispute or otherwise not clear or where any other restraint subsists.
20.4. The Company shall comply with Regulation 19(5) of the Buyback Regulations which states
that the Company shall not buyback locked-in Equity Shares and non-transferrable Equity
Shares till the pendency of the lock-in or till the Equity Shares become transferrable.
20.5. Shareholders’ participation in Buyback will be voluntary. Shareholders can choose to

participate, in part or in full, and get cash in lieu of the Shares accepted under the Buyback or
they may choose not to participate and enjoy a resultant increase in their percentage
shareholding, post Buyback, without additional investment. Shareholders may also accept a
part of their Buyback Entitlement. Shareholders also have the option of tendering additional
Shares (over and above their Buyback Entitlement) and participate in the shortfall created due
to non-participation of some other Shareholders, if any. Acceptance of any Shares tendered
in excess of the Buyback Entitlement by the Shareholder, shall be in terms of procedure
outlined in section 19 of this Letter of Offer.
20.6. The maximum tender under the Buyback by any Shareholder cannot exceed the number of
Equity Shares held by the Shareholder as on the Record Date.
20.7. The Buyback shall be implemented by the Company using the “Mechanism for acquisition of
shares through Stock Exchange” notified by SEBI vide circular
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, Notice Number 20150930-1 dated
September 30, 2015 from BSE and following the procedure prescribed in the Companies Act
and the Buyback Regulations and as may be determined by the Board (including the
Committee authorized to complete the formalities of the Buyback) and on such terms and
conditions as may be permitted by law from time to time.
20.8. For implementation of the Buyback, the Company has appointed Ambit Capital Private
Limited as the registered broker to the Company (the “Company's Broker”) through whom
the purchases and settlements on account of the Buyback would be made by the Company.
The contact details of the Company’s Broker are as follows:
Ambit Capital Private Limited

Ambit House, 449, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013
Tel: + 91 22 3043 3000; Fax: + 91 22 3043 3100; Contact Person: Sameer Parkar
20.9. The Company will request BSE Limited to provide the separate Acquisition Window to
facilitate placing of sell orders by Shareholders who wish to tender Equity Shares in the
Buyback. BSE Limited would be the Designated Stock Exchange for this Buyback Offer.
20.10. All Eligible Persons may place orders in the Acquisition Window, through their respective
stock brokers (“Seller Member(s)”).
20.11. During the Tendering Period, the order for selling the Shares will be placed in the Acquisition
Window by Eligible Persons through their respective Seller Members during normal trading
hours of the secondary market.
20.12. Seller Members can enter orders for demat Shares as well as physical Shares.
20.13. Modification / cancellation of orders and multiple bids from a single Shareholder will be
allowed during the Tendering Period of the Buyback offer. Multiple bids made by single
Shareholder for selling the Shares shall be clubbed and considered as ‘one’ bid for the
purposes of Acceptance.
- 29 -
20.14. The cumulative quantity tendered shall be made available on BSE Limited’s website –
www.bseindia.com throughout the trading session and will be updated at specific intervals
during the Tendering Period.
20.15. Procedure to be followed by Equity Shareholders holding Equity Shares in the

dematerialised form
20.15.1. Shareholders who desire to tender their Equity Shares in the electronic form under the
Buyback would have to do so through their respective Seller Members by indicating to the
concerned Seller Member, the details of Equity Shares they intend to tender under the
Buyback.
20.15.2. The Seller Members would be required to place a bid on behalf of the Shareholders who
wish to tender Equity Shares in the Buyback using the acquisition window of BSE. Before
placing the bid, the concerned Seller Member would need to transfer the tendered Equity
Shares to the special account of Clearing Corporation of India Limited (“Clearing
Corporation”), by using the settlement number and the procedure prescribed by the
Clearing Corporation. This shall be validated at the time of order / bid entry. The details of
the settlement number for the Buyback shall be informed in the offer opening circular that
will be issued by BSE.
20.15.3. For custodian participant orders for demat Equity Shares, early pay-in is mandatory prior
to confirmation of order / bid by custodians. The custodian shall either confirm or reject
the orders not later than the closing of trading hours on the last day of the Tendering
Period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all
confirmed custodian participant orders, any order modification shall revoke the custodian
confirmation and the revised order shall be sent to the custodian again for confirmation.
20.15.4. Upon placing the bid, the Seller Member shall provide a Transaction Registration Slip
(“TRS”) generated by the exchange bidding system to the Shareholder on whose behalf
the bid has been placed. TRS will contain details of order submitted like Bid ID No.,
Application No., DP ID, Client ID, No. of Equity Shares tendered etc.
20.15.5. Eligible Persons who have tendered their Equity Shares in the Buyback may deliver the
Tender Form duly signed (by all Equity Shareholders in case shares are in joint names) in
the same order in which they hold the shares, along with the TRS generated by the
exchange bidding system either by registered post or courier or hand delivery to the
Registrar to the Buyback Offer at the address mentioned on the cover page of this Letter
●
of Offer) not later than 2 (two) days from the Closing Date i.e. [ ] (by 5 PM). The
envelope should be superscribed as “Borosil Buyback Offer 2015”. In case of non-
receipt of the completed Tender Form and other documents, but receipt of Shares in the
special account of the Clearing Corporation and a valid bid in the exchange bidding
system, the Buyback shall be deemed to have been accepted, for demat Shareholders.
20.15.6. The Eligible Persons will have to ensure that they keep the DP Account active and
unblocked to receive credit in case of return of Equity Shares due to rejection or partial
acceptance.
20.16. Procedure to be followed by Registered Equity Shareholders holding Equity Shares in

the Physical form
20.16.1. Shareholders who are holding physical Equity Shares and intend to participate in the
Buyback will be required to approach their respective Seller Member along with the
complete set of documents for verification procedures to be carried out before placement
of the bid. Such documents will include:
a) The Tender Form duly signed (by all Equity Shareholders in case shares are in joint
names) in the same order in which they hold the shares.
b) Original share certificates
c) Valid share transfer form(s) duly filled and signed by the transferors (i.e. by all
- 30 -
registered Shareholders in same order and as per the specimen signatures registered
with the Company) and duly witnessed at the appropriate place authorizing the
transfer in favor of the Company
d) Self-attested copy of the PAN Card(s) of all holders
e) Any other relevant documents such as (but not limited to):
i. Duly attested Power of Attorney if any person other than the Equity Shareholder
has signed the relevant Tender Form
ii. Notarized copy of death certificate / succession certificate or probated will, if the
original Shareholder has deceased
iii. Necessary corporate authorisations, such as Board Resolutions etc., in case of
companies
f) In addition to the above, if the address of the Shareholder has undergone a change
from the address registered in the Register of Members of the Company, the
Shareholder would be required to submit a self-attested copy of address proof
consisting of any one of the following documents: valid Aadhar Card, Voter Identity
Card or Passport.
20.16.2. Based on these documents, the concerned Seller Members shall place a bid on behalf of
the physical Equity Shareholders who wish to tender Equity Shares in the Buyback, using
the acquisition window of BSE. Upon placing the bid, the Seller Member shall provide a
Transaction Registration Slip (‘TRS’) generated by the Exchange Bidding System to the
Shareholder. TRS will contain the details of order submitted like Folio No., Certificate No.,
Distinctive No., No. of Equity Shares tendered etc.
20.16.3. Any Seller Member who places a bid for physical Equity Shares, is required to deliver
Tender Form, TRS, original share certificate(s), valid share transfer form(s) & other
documents (as mentioned in Paragraph 20.16.1) either by registered post or courier or
hand delivery to the Registrar to the Buyback Offer at the address mentioned on the
cover page of this Letter of Offer) not later than 2 (two) days from the Closing Date i.e.
●
[ ] (by 5 PM). The envelope should be superscribed as “Borosil Buyback Offer 2015”.
One copy of the TRS will be retained by Registrar to the Buyback Offer and it will provide
acknowledgement of the same to the Seller Member.
20.16.4. Shareholders holding physical shares should note that physical Shares will not be
accepted unless the complete set of documents is submitted. Acceptance of the physical
Shares for Buyback by the Company shall be subject to verification as per the Buyback
Regulations and any further directions issued in this regard. Registrar to the Buyback
Offer will verify such bids based on the documents submitted on a daily basis and till such
verification, the BSE shall display such bids as ‘unconfirmed physical bids’. Once
Registrar to the Buyback Offer confirms the bids, they will be treated as ‘Confirmed Bids’.
20.16.5. In case any person has submitted Equity Shares in physical form for dematerialisation,
such Equity Shareholders should ensure that the process of getting the Equity Shares
dematerialised is completed well in time so that they can participate in the Buyback Offer
before Closing Date.
20.17. In case of non-receipt of this Letter of Offer:
a) In case the Equity Shares are in dematerialised form: An Eligible Person may
participate in the Offer by downloading the Tender Form from the website of the
Company i.e www.borosil.com or by providing their application in writing on plain paper,
signed by all Equity Shareholders, stating name & address of Shareholder(s), number of
Equity Shares held as on the Record Date, Client ID number, DP Name/ID, beneficiary
account number and number of Equity Shares tendered for the Buyback.
b) In case the Equity Shares are in physical form: An Eligible Person may participate in
the Offer by providing their application in writing on plain paper signed by all Equity
Shareholders stating name, address, folio number, number of Equity Shares held, share
certificate number, number of Equity Shares tendered for the Buyback Offer and the
distinctive numbers thereof, enclosing the original share certificate(s), copy of Equity
- 31 -
Shareholders’ PAN card(s) and executed share transfer form in favour of the Company.
The transfer form SH-4 can be downloaded from the Company’s website
www.borosil.com. Equity Shareholders must ensure that the Tender Form, along with the
TRS and requisite documents (as mentioned in paragraph 20.16.1), reach the Registrar
●
to the Buyback Offer not later than 2 (two) days from the Closing Date i.e. [ ] (by 5 PM).
If the signature(s) of the Equity Shareholders provided in the plain paper application
differs from the specimen signature(s) recorded with the Registrar of the Company or are
not in the same order (although attested), such applications are liable to be rejected
under this Buyback Offer.
Eligible Person(s) who intend to participate in the Buyback using the ‘plain paper’
option as mentioned in this paragraph are advised to confirm their entitlement from the
Registrar to the Buyback Offer, before participating in the Buyback.
Please note that Eligible Person(s) who intend to participate in the Buyback will be
required to approach their respective Seller Member (along with the complete set of
documents for verification procedures) and have to ensure that their bid is entered by
their respective Seller Member or broker in the electronic platform to be made available
by BSE before the Closing Date, otherwise the same are liable to be rejected.
The Company shall accept Equity Shares validly tendered by the Shareholder(s) in the
Buyback on the basis of their shareholding as on the Record Date and the Buyback
Entitlement.
20.18. Non-receipt of this Letter of Offer by, or accidental omission to dispatch this Letter of Offer to
any Eligible Person, shall not invalidate the Buyback Offer in any way.
20.19. The acceptance of the Buyback Offer made by the Company is entirely at the discretion of the
Equity Shareholders of the Company. The Company does not accept any responsibility for
the decision of any Equity Shareholder to either participate or to not participate in the
Buyback Offer. The Company will not be responsible in any manner for any loss of Share
certificate(s) and other documents during transit and the Equity Shareholders are advised to
adequately safeguard their interest in this regard.
20.20. Method of Settlement
20.20.1. Upon finalization of the basis of acceptance as per Buyback Regulations:
i. The settlement of trades shall be carried out in the manner similar to settlement of trades in
the secondary market.
ii. The Company will pay the consideration to the Company's Brokers on or before the pay-in
date for settlement. For Equity Shares accepted under the Buyback, the Seller Member /
Custodian Participant will receive funds payout in their settlement bank account. The Seller
Members / Custodian Participants would pay the consideration to their respective clients. The
payment of consideration to all Shareholders validly participating in the Buyback will be made
in Indian National Rupees.
iii. The Equity Shares bought back in the demat form would be transferred directly to the escrow
account of the Company (the “Demat Escrow Account”) provided it is indicated by the
Company's Brokers or it will be transferred by the Company’s Broker to the Demat Escrow
Account on receipt of the Equity Shares from the clearing and settlement mechanism of the
Stock Exchange.
iv. Excess demat shares or unaccepted demat Shares, if any, tendered by the Shareholders
would be returned to the respective Seller Members by Clearing Corporation as part of the
●
exchange payout process, not later than [ ]. In case of Custodian Participant orders, excess
demat shares or unaccepted demat Shares, if any, will be returned to the respective
Custodian Participant. The Seller Members / Custodian Participants would return these
unaccepted shares to their respective clients on whose behalf the bids have been placed.
- 32 -
v. Physical Shares, to the extent tendered but not accepted, will be returned back to the
concerned Shareholders directly by Registrar to the Buyback Offer. The Company will issue a
new single share certificate for all the unaccepted physical shares and return the same to the
sole/first Shareholder (in case of joint Shareholders). Share certificates in respect of
unaccepted / rejected Shares and other documents, if any, will be sent by Registered Post /
Speed Post at the Shareholders’ sole risk to the sole/first Shareholder (in case of joint
●
Shareholders), at the address recorded with the Company, not later than [ ].
vi. Every Seller Member, who puts in a valid bid on behalf of an Eligible Person, would issue a
contract note & pay the consideration for the Equity Shares accepted under the Buyback and
return the balance unaccepted demat Equity Shares to their respective clients. Company’s
Broker would also issue a contract note to the Company for the Equity Shares accepted
under the Buyback.
20.21. Shareholders who intend to participate in the Buyback should consult their respective Seller
Members for payment to them of any cost, charges and expenses (including brokerage) that
may be levied by the Seller Member upon the selling Shareholders for tendering Equity
Shares in the Buyback (secondary market transaction). The Buyback consideration received
by the selling Shareholders from their respective Seller Members, in respect of accepted
Equity Shares, could be net of such costs, charges and expenses (including brokerage) and
the Company accepts no responsibility to bear or pay such additional cost, charges and
expenses (including brokerage) incurred solely by the selling Shareholders.
20.22. The Equity Shares lying to the credit of the Demat Escrow Account and the Equity Shares
bought back and accepted in physical form will be extinguished in the manner and following
the procedure prescribed in the Regulations.
21. NOTE ON TAXATION
Disclosures in this paragraph are based on expert opinion sought by the Company.
SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR THE

APPLICABLE TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN
BY THEIR RESPECTIVE ASSESSING OFFICERS IN THEIR CASE, AND THE
APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE. THE COMPANY
DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF
SUCH ADVICE.
Given below is a broad summarization of the applicable sections of the Income-tax Act, 1961
relating to treatment of income-tax in case of buyback of listed equity shares on the stock
exchange, which is provided only as a guidance.
21.1. CLASSIFICATION OF SHARES AND SHAREHOLDERS
21.1.1. Based on the provisions of the Income Tax Act, shares can be classified under
the following two categories:
a. Shares held as investment (Income from transfer taxable under the head “Capital
Gains”)
b. Shares held as stock-in-trade (Income from transfer taxable under the head “Profits and
Gains from Business or Profession”)
21.1.2. Based on the provisions of the Income Tax Act, shareholders can be classified
under the following categories:
a. Resident Shareholders being:

• Individuals, HUF, AOP and BOI
• Others
- 33 -
b. Non Resident Shareholders being:

• NRIs
• FIIs
• Others:
Company
Other than Company
21.2. SHARES HELD AS INVESTMENT
21.2.1. For non residents, taxability of capital gains would be subject to beneficial
provisions of applicable DTAA.
21.2.2. The taxability as per the provisions of the Income Tax Act is discussed below.
21.2.2.1. Nature of capital gains as per the provisions of the Income Tax Act
As per the provisions of the Income Tax Act, for the purpose of determining as to whether
the capital gains are short-term or long-term in nature:
a. Where a capital asset, being listed equity shares of the Company being bought back, is
held for a period of less than or equal to 12 months prior to the date of transfer, the
same shall be treated as a short-term capital asset, and the gains arising therefrom
shall be taxable as short-term capital gains (STCG).
b. Similarly, where listed equity shares are held for a period of more than 12 months prior
to the date of transfer, the same shall be treated as a long-term capital asset, and the
gains arising therefrom shall be taxable as long-term capital gains (LTCG).
21.2.2.2. Capital gains on buyback of shares are governed by the provisions of section 46A of the
Income Tax Act. As per the provisions of section 46A, buyback of shares held as
investment, would attract capital gains in the hands of shareholders as per provisions of
section 48 of the Income Tax Act.
Buyback of shares through a recognized stock exchange
21.2.3. Where transaction for transfer of such equity shares (i.e. buyback) is entered into
through a recognized stock exchange and such transaction is chargeable to Securities
Transaction Tax (STT), the taxability is as under (for all categories of shareholders):
a. LTCG arising from such transaction would be exempt under section 10(38) of the
Income Tax Act; and
b. STCG arising from such transaction would be subject to tax @ 15% under
section 111A of the Income Tax Act.
Further, in case of resident Individual or HUF, the benefit of maximum amount which is not
chargeable to income-tax is considered while computing the tax on such STCG.
21.3. SHARES HELD AS STOCK-IN-TRADE
21.3.1. If the shares are held as stock-in-trade by any of the Shareholders of the Company,
then the gains would be characterized as business income. In such a case, the
provisions of section 46A of the Income Tax Act would not apply.
21.3.2. Resident Shareholders
21.3.2.1. For individuals, HUF, AOP, BOI, profits would be taxable at slab rates.
21.3.2.2. For persons other than individuals, HUF, AOP, BOI profits would be taxable @ 30%.
- 34 -
21.3.3. Non Resident Shareholders
21.3.3.1. For Non Residents, taxability of profits as business income would be subject to
beneficial provisions of applicable DTAA.
21.3.3.2. Where DTAA provisions are not applicable:
• For non resident individuals, HUF, AOP, BOI, profits would be taxable at slab rates
• For foreign companies, profits would be taxed in India @ 40%
• For other non resident shareholders, such as foreign firms, profits would be taxed in
India @ 30%
21.4. TAX DEDUCTION AT SOURCE
21.4.1. In case of Resident Shareholders
21.4.1.1. In absence of any specific provision under the Income Tax Act, the Company shall not
deduct tax on the consideration payable to resident shareholders pursuant to the said
Buyback.
21.4.2. In the case of Non Resident Shareholders
21.4.2.1. Since the buyback is through the stock exchange, the responsibility of discharge of the tax
due on the gains (if any) is on the non resident shareholder. It is therefore recommended the
non resident shareholder may consult their custodians/ authorised dealers/ tax advisors
appropriately.
21.5. THE TAX RATE AND OTHER PROVISIONS MAY UNDERGO CHANGES.
NOTES
(i) In the above statement only basic tax rates have been enumerated and the same is
subject to surcharge and education cess as under:
• In case of foreign companies and FIIs: Surcharge @ 5% is leviable where the total
income exceeds Rs.10 Crore and @ 2% where the total income exceeds Rs 1 Crore and
upto Rs. 10 Crore. Education Cess @ 2% and Secondary and Higher Education Cess @
1% is leviable in all cases.
• In case of other non resident assessee (i.e. other than foreign companies): Surcharge @
12% is leviable where the total income exceeds Rs 1 Crore. Further, Education Cess @
2% and Secondary and Higher Education Cess @ 1% is leviable in all cases.
• In case of domestic companies: Surcharge @ 12% is leviable where the total income
exceeds Rs. 10 Crore and @ 7% where the total income exceeds Rs.1 Crore and upto
Rs. 10 Crore is leviable in all cases. Also, Education Cess @ 2% and Secondary and
Higher Education Cess @ 1% is leviable.
• In case of resident assessee (i.e. other than domestic companies): Surcharge @ 12% is
leviable where the total income exceeds Rs.1 Crore. Also, Education Cess @ 2% and
Secondary and Higher Education Cess @ 1% is leviable.
(ii) The above note on taxation sets out the provisions of law in a summary manner only and is
not a complete analysis or listing of all potential tax consequences of the disposal of
equity shares.
(iii) All the above benefits are as per the current tax laws (Including amendments made by the
finance Act 2015), legislation, its judicial interpretation and the policies of the regulatory
authorities are subject to change from time to time, and these may have a bearing on the
benefits listed above. Accordingly, any change or amendments in the law or relevant regulations
would necessitate a review of the above.
(iv) Several of these benefits are dependent on the shareholders fulfilling the conditions prescribed
under the provisions of the relevant sections under the relevant tax laws.
- 35 -
22. DECLARATION BY THE BOARD OF DIRECTORS
Declaration as required under clause (ix) and clause (x) of Part A of Schedule II to the
Buyback Regulations:
i. The Board of Directors of the Company confirms that there are no defaults subsisting
in the repayment of deposits, redemption of debentures or preference shares or
repayment of any term loans to any financial institutions or banks.
ii. The Board of Directors of the Company confirms that it has made a full enquiry into the
affairs and prospects of the Company and has formed the opinion:
a) That immediately following the date of the Letter of Offer, there will be no grounds on
which the Company can be found unable to pay its debts;
b) That as regards the Company’s prospects for the year immediately following the
date of the Letter of Offer that, having regard to their intentions with respect to the
management of the Company's business during the said year and to the amount and
character of the financial resources which will be available to the Company during
the said year, the Company will be able to meet its liabilities as and when they fall
due and will not be rendered insolvent within a period of one year from that date;
c) In forming its opinion aforesaid, the Board has taken into account the liabilities
(including prospective and contingent liabilities) as if the Company were being
wound up under the provisions of the Companies Act.
This declaration is made and issued by the Buyback Committee (under the authority of the
Board of Directors) in terms of the resolution passed at the meeting held on November 17,
2015.
For and on behalf of the Board of Directors of Company
Sd/- Sd/-
B. L. Kheruka Shreevar Kheruka

Executive Chairman Managing Director
23. AUDITORS CERTIFICATE
Report addressed to the Board of Directors by the Company’s Auditors on the

permissible
capital payment:
The text of the report dated September 11, 2015 received from Chaturvedi & Shah, Chartered
Accountants, the Statutory Auditors of the Company, addressed to the Board of Directors of
the Company is reproduced below:
Quote
11th September, 2015
The Board of Directors
Borosil Glass Works Limited
Auditors’ Report on Buy Back of Shares pursuant to the requirement of Schedule II to

Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998
1. This report is issued in accordance with your mandate letter dated 10th September, 2015
2. We have been engaged by Borosil Glass Works Limited (the “Company”) to perform a
reasonable assurance engagement on determination of the amount of permissible capital
payment in connection with the proposed buy back by the Company of its equity shares in
pursuance of Section 68 and 70 of the Companies Act, 2013 (the “Act”) and regulations as
specified in the ‘Securities and Exchange Board of India (Buy-back of Securities)
Regulations, 1998’ and amendments thereto (the “Regulations”) and on the opinions
expressed by the Board of Directors of the Company, as required under the Regulations.
- 36 -
Board of Directors Responsibility
3. The Board of Directors of the Company is responsible for the following:

i. The amount of capital payment for the buy-back is properly determined; and
ii. It has made a full inquiry into the affairs and prospects of the Company and has formed the
opinion that the Company will not be rendered insolvent within a period of one year from
the date on which the results of the postal ballot for buyback will be declared.
Auditor’s Responsibility
4. Pursuant to the requirement of the Regulations, it is our responsibility to obtain reasonable

assurance on the following “Reporting Criteria”:
i. whether the amount of capital payment for the buy-back is within the permissible limit
computed in accordance with the provisions of Section 68 of the Act; and
ii. whether the Board of Directors has formed the opinion, as specified in Clause (x) of
Schedule II to the Regulations, on reasonable grounds that the Company having regard to
its state of affairs will not be rendered insolvent within a period of one year from date on
which the results of the postal ballot will be declared.
5. A reasonable assurance engagement involves performing procedures to obtain sufficient

appropriate evidence on the Reporting Criteria. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks associated with the Reporting
Criteria. Within the scope of our work, we performed the following procedures:
i. Examined authorization for buy back from the Articles of Association of the Company;
ii. Examined that the amount of capital payment for the buy-back is within the permissible limit
computed in accordance with the provisions of Section 68 of the Act;
iii. Examined that the ratio of the aggregate of secured and unsecured debt owed by the
Company, if any, is not more than twice the paid-up capital and its free reserves after such
buy-back;
iv. Examined that all the shares for buy-back are fully paid-up;
v. Inquired into the state of affairs of the Company with reference to the audited standalone
financial statements of the Company as at and for the year ended March 31, 2015 which
has been prepared by the Management of the Company; and examined budgets and
projections prepared by the Management;
vi. Examined minutes of the meetings of the Board of Directors;
vii. Examined Directors’ declarations for the purpose of buy-back and solvency of the
Company; and
viii. Obtained appropriate representations from the Management of the Company.
6. We conducted our examination in accordance with the Guidance Note on Special Purpose
Audit Reports and Certificates.
7. The financial statements referred to in paragraph 5 (v) above, have been audited by us on
which we issued an unmodified audit opinion vide our report dated May 25, 2015.
Our audit of these financial statements was conducted in accordance with the Standards on
Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered
Accountants of India. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. Our audits were not planned and performed in connection with any transactions
to identify matters that may be of potential interest to third parties.
Opinion
8. As a result of our performance of aforementioned procedures, we report that:

i. The amount of capital payment of Rs. 17,400.00 Lacs for the buyback of shares in
question, as stated in the certified extract of the minutes of the Board of Directors’ meeting
held on September 11, 2015, is within permissible capital payment of Rs. 17,408.71 lacs as
calculated based on the audited standalone financial statements for the year ended 31st
- 37 -
March 2015 in Annexure I and initialed by us for identification purpose only, which in our
opinion, is properly determined in accordance with Section 68 of the Act; and
ii. The Board of Directors in their meeting held on September 11, 2015 has formed the
opinion, as specified in Clause (x) of Schedule II to the Regulations, on reasonable grounds
that the Company having regard to its state of affairs will not be rendered insolvent within a
period of one year from date on which the results of the postal ballot for buyback will be
declared.
Restrictions on Use
9. Our work was performed solely to assist you in meeting your responsibilities with reference
to the Regulations. Our obligations in respect of this report are entirely separate from, and
our responsibility and liability is in no way changed by any other role we may have (or may
have had) as auditors of the Company or otherwise. Nothing in this report, nor anything
said or done in the course of or in connection with the services that are the subject of this
report, will extend any duty of care we may have in our capacity as auditors of the
Company.
10. This report is addressed to and provided to the Board of Directors of the Company
pursuant to the requirements of the Regulations solely to enable the Board of Directors of
the Company to include in (i) Explanatory statement to be included in the postal ballot
notice to be circulated to the shareholders and (ii) the Public Announcement to be made to
the shareholders of the Company, both of which will be filed with (a) Securities and
Exchange Board of India, (b) the BSE Limited, (c) the Registrar of Companies as required
by the Regulations, (d) the National Securities Depository Limited and the Central
Depository Services (India) Limited for the purpose of extinguishment of equity shares, (e)
the merchant bankers for the purpose of buyback (f) Reserve Bank of India (along with
documents to be filled for obtaining necessary clearance for buy back from Non Resident
Indian) and with (g) other regulatory agency with our prior approval and should not be used
for any other purpose (iii) The draft letter of offer to be filed with Securities and Exchange
Board of India and Stock Exchanges; and (iv) The letter of offer to be given to the
shareholders.
Chaturvedi & Shah Chartered Accountants does not accept or assume any liability or duty
of care for any other purpose or to any other person to whom this report, explanatory
statement to be included in the postal ballot notice or Public Announcement or the draft
letter of offer or letter of offer which includes our report, is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing.
For Chaturvedi & Shah

Chartered Accountants
Firm Registration Number: 101720W
R. Koria
Partner
Membership Number: 35629
Place : Mumbai
th
Date:11 September, 2015
Annexure I - Statement of Permissible Capital Payment for Buyback of Equity Shares:
Particulars Rs. in Lacs

Issued, Subscribed and Paid-up share capital as at March 300.60
31, 2015 (30,06,000equity shares of Rs. 10 each fully
paid-up)
Free reserves as at March 31, 2015:
- General Reserve 1,515.73
- 38 -
- Statement of Profit and Loss 67,818.50

Total 69,634.83
Maximum amount permissible for buy-back i.e. 25% of the 17,408.71
total paid-up capital and free reserves
For and on behalf of Borosil Glass Works Limited

Shreevar Kheruka
Managing Director
Unquote
24. DOCUMENTS FOR INSPECTION
The following material documents are available for inspection by Shareholders of Borosil at
the corporate office of the Company at 1101, Crescenzo, G-Block, Opp. MCA Club, Bandra-
Kurla Complex, Bandra (East), Mumbai – 400051 from 10.30 AM to 1 PM on any day,
except Saturdays, Sundays and public holidays, during the Tendering Period:
i. Copy of the certificate of incorporation and the Memorandum and Articles of Association
of Borosil;
ii. Copy of the annual reports of Borosil for the years ended March 31, 2013, March 31,
2014 and March 31, 2015;
iii. Limited review report received from Chaturvedi & Shah, the statutory auditors of the
Company for six months period ended September 30, 2015;
iv. Copy of the resolution passed by the Board of Directors at the meeting held on
September 11, 2015 approving proposal for Buyback;
v. Copy of certificate dated September 11, 2015 received from Chaturvedi & Shah, the
statutory auditors of the Company, in terms of clause (xi) of Part A to Schedule II of
the Buyback Regulations;
vi. Copy of the postal ballot notice to the Equity Shareholders dated September 11, 2015,
along with explanatory statement and the corrigendum to postal ballot notice dated
October 6, 2015;
vii. Copy of special resolution passed by the Equity Shareholders of the Company by Postal
Ballot, the results of which were announced on November 5, 2015;
viii. Copy of declaration of solvency and an affidavit in form SH-9 as prescribed under section
68(6) of the Companies Act;
ix. Bank Guarantees dated November 5, 2015 having bank guarantee numbers
OGT0005150000578 and OGT0005150000579;
x. Copy of escrow agreement dated November 2, 2015 (including amendment agreement
dated November 6, 2015) between the Company, Escrow Bank, and Ambit Corporate
Finance Private Limited;
xi. A confirmation letter dated November 5, 2015 from Escrow Bank confirming the balance
to the credit of Escrow Account;
xii. Copy of the certificate from Chaturvedi & Shah, Chartered Accountant dated November 5,
2015 certifying that the Company has made firm arrangements for fulfilling the obligations
under the Buyback, in accordance with the Buyback Regulations;
xiii. Copy of Public Announcement published in the newspapers on November 9, 2015 regarding
Buyback of Equity Shares;
xiv. Opinion dated November 5, 2015 obtained by the Company on taxation; and
xv. Copy of SEBI observation letter no. [●] dated [●].
25. COMPLIANCE OFFICER
Arun Kumar, Vice President – Legal & Secretarial

1101, Crescenzo, G-Block, Opp. MCA Club,
Bandra-Kurla Complex,
Bandra (East), Mumbai – 400051
Tel: +91 22 67406308; Fax: +91 22 6740 6514 Email:arun.kumar@borosil.com
- 39 -
Investor may contact the Compliance Officer for any clarification or to address their
grievances, if any, during office hours i.e. 10:00 AM and 5:00 PM on all working days except
Saturday, Sunday and Public holidays
26. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS / BENEFICIAL

OWNERS
In case of any grievances relating to the Buyback (i.e. non-receipt of the Buyback
consideration, Share certificate, demat credit, etc.) the investor can approach the
Compliance Officer and/or Manager to the Buyback and/or Registrar to the Buyback for
redressal.
If the Company makes any default in complying with the provisions of Section 68 of the
Companies Act or any rules made there-under, or any regulation or under clause (f) of
sub-section (2) of Section 68 of the Companies Act, the Company or any officer of the
Company who is in default shall be punishable with imprisonment for a term and its limit,
or with a fine and its limit or with both in terms of the Companies Act.
The address of the concerned office of the Registrar of Companies is as follows:
Registrar of Companies, Maharashtra, Mumbai

100, Everest, Marine Drive, Mumbai – 400 002
27. INVESTOR SERVICE CENTRE
In case of any query, the shareholders may contact the Registrar & Transfer Agent on any
day except Saturday, Sunday and public holidays between 10:00 AM and 4:30 PM at the
following address:
Universal Capital Services Private Limited

21, Shakil Niwas, Mahakali Caves Road,
Andheri (East), Mumbai 400 093
Tel: +91 22 28207203 - 05
Fax: +91 22 28207207;
28. MANAGER TO THE BUYBACK OFFER
Ambit Corporate Finance Private Limited

Ambit House, 449, Senapati Bapat
Marg, Lower Parel, Mumbai- 400013
Tel: +91 22 39821819;
Fax:+91 22 39823020;
Email: borosilbuyback@ambitpte.com
Website: www.ambit.co
Contact person: Praveen Sangal / Anurag Singhal
- 40 -
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE

INFORMATION IN THE OFFER DOCUMENT
As per Regulation 19(1)(a) of the Buyback Regulations, the Board of Directors of the
Company accept full responsibility for the information contained in this Letter of Offer or any
other advertisement, circular, brochure, publicity material which may be issued and confirm
that the information on such documents contain true, factual and material information and
shall not contain any misleading information. The Letter of Offer is issued under the authority
of the Board of Directors by the Buyback Committee through Resolution passed by the
Buyback Committee meeting held on November 17, 2015.
For and on behalf of the Board of Directors of

Sd/- Sd/- Sd/-
B. L. Kheruka Shreevar Kheruka Arun Kumar

Executive Chairman Managing Director Vice President – Legal & Secretarial
Date: November 17, 2015

Place: Mumbai
Enclosure:
1. Form of Acceptance-cum-Acknowledgement
- 41 -
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(FOR EQUITY SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM)
BUYBACK OPENS ON:
BUYBACK CLOSES ON:
Bid Number:
For Registrar Use
Date:
To, Status: Please tick appropriate box

Board of Directors Individual Foreign Institutional Investors / Insurance Company
Borosil Glass Works Limited Foreign Portfolio Investors
c/o Universal Capital Securities Private Limited
21, Shakil Niwas, Mahakali Caves Road, Foreign Company Non Resident Indian / OCB Foreign National
Body Corporate Bank / Financial Institution Others (specify)
Dear Sirs,
Sub: Letter of Offer dated [●] to Buyback not exceeding 6,96,000 Equity Shares of Borosil Glass Works Limited (the
“Company”) at a price of ` 2,500 (Rupees Two Thousand Five Hundred only) per Equity Share (“Buyback Offer
Price”), payable in cash
1. I/We (having read and understood the Letter of Offer dated [●]) hereby tender / offer my / our Equity Shares in response to the Buyback
Offer on the terms and conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to
the Buyback Offer to extinguish the Equity Shares.
3. I / We hereby affirm that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us free from all liens,
equitable interest, charges and encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right
to tender Equity Shares for Buyback Offer and that I / we am / are legally entitled to tender the Equity Shares for Buyback Offer.
5. I / We agree that the consideration for the accepted Shares will be paid to the Seller Member as per secondary market mechanism.
6. I/We agree that the excess demat Shares or unaccepted demat Shares, if any, tendered would be returned to the Selling Member by
Clearing Corporation in payout.
7. I / We undertake to return to the Company any Buyback Offer consideration that may be wrongfully received by me / us.
8. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to
my / our tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buyback Offer in accordance
with the Companies Act and the Buyback Regulations.
9. Details of Equity Shares held and tendered / offered for Buyback Offer:
In Figures In Words
Number of Equity Shares held as on Record Date
Number of Equity Shares Entitled for Buyback
(Buyback Entitlement)
Number of Equity Shares offered for Buyback
Note: An Equity Shareholder may tender Equity Shares over and above his / her Buyback Entitlement. Number of Equity Shares validly tendered by
any Equity Shareholder up to the Buyback Entitlement of such Equity Shareholder shall be accepted to the full extent. The Equity Shares tendered by
any Equity Shareholder over and above the Buyback Entitlement of such Equity Shareholder shall be accepted in accordance with Paragraph 19.6,
19.7, 19.8 and 19.9 of the Letter of Offer. Equity Shares tendered by any Equity Shareholder over and above the number of Equity Shares held by
such Equity Shareholder as on the Record Date shall not considered for the purpose of Acceptance.
10. Details of Account with Depository Participant (DP):
Name of the Depository
NSDL CDSL
(tick whichever is applicable)
Name of the Depository Participant
DP ID No.:
Client ID with the DP
-------------------------------------------------------------------------------- Tear along this line ----------------------------------------------------------------------------
Acknowledgement Slip: Borosil Glass Works Limited – Buyback Offer
(to be filled by the Equity Shareholder) (subject to verification)
Folio No./DP ID Client ID
Received from Mr./Ms./M/s.__________________________________________________________________________________________
Form of Acceptance-cum-Acknowledgement, Original TRS along with:
No. of Equity Shares offered for Buyback (In Figures) _____________ (In Words) _______________ STAMP OF BROKER
____________________________________________________________________________________
Please quote Client ID No. & DP ID No. for all future correspondence
11. Equity Shareholders Details:
First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3
Full Name(s) Of The
Holder
Signature(s)*
PAN No.
Address of the Sole/First
Equity Shareholder
Telephone No. / Email ID
*Corporate must affix rubber stamp
This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions
mentioned in the Letter of Offer and this Tender / Offer Form
1. This Offer will open on [●] and close on [●].

2. For the procedure to be followed by Equity Shareholders for tendering in the Buyback Offer, please refer to section
20 of the Letter of Offer.
3. All documents sent by Equity Shareholders will be at their own risk. Equity Shareholders of the Company are
advised to safeguard adequately their interests in this regard.
All future correspondence in connection with this Buyback, if any, should be addressed to Registrar to the Buyback
Offer at the following address quoting your client ID and DP ID:
Investor Service Centre, Borosil Glass Works Limited – Buyback Offer

Tel: +91 22 28207203 - 05
Fax: +91 22 28207207;
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(FOR EQUITY SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM)
BUYBACK OPENS ON:
BUYBACK CLOSES ON:
Bid Number:
Date: For Registrar Use
To, Status: Please tick appropriate box

Board of Directors Individual Foreign Institutional Investors / Insurance Company
Borosil Glass Works Limited Foreign Portfolio Investors
c/o Universal Capital Securities Private Limited
21, Shakil Niwas, Mahakali Caves Road, Foreign Company Non Resident Indian / OCB Foreign National
Body Corporate Bank / Financial Institution Others (specify)
Dear Sirs,
Sub: Letter of Offer dated [●] to Buyback not exceeding 6,96,000 Equity Shares of Borosil Glass Works Limited (the
“Company”) at a price of ` 2,500 (Rupees Two Thousand Five Hundred only) per Equity Share (“Buyback Offer
Price”), payable in cash
1. I/We (having read and understood the Letter of Offer dated [●]) hereby tender / offer my / our Equity Shares in response to the Buyback
Offer on the terms and conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to
the Buyback Offer to extinguish the Equity Shares.
3. I / We hereby affirm that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us free from all liens,
equitable interest, charges and encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right
to tender Equity Shares for Buyback Offer and that I / we am / are legally entitled to tender the Equity Shares for Buyback Offer.
5. I / We agree that the consideration for the accepted Shares will be paid to the Seller Member as per secondary market mechanism.
6. I / We undertake to return to the Company any Buyback Offer consideration that may be wrongfully received by me / us.
7. I / We agree that the Company is not obliged to accept any Equity Shares offered for Buyback where loss of share certificates has been
notified to the Company.
8. I / We agree that the Company will pay the Buyback Offer Price only after due verification of the validity of the documents and that the
consideration may be paid to the first named Equity Shareholder.
9. I / We authorize the Company to split the Share Certificate and issue new consolidated Share Certificate for the unaccepted Equity
shares in case the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buyback
10. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to
my / our tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buyback Offer in accordance
with the Companies Act and the Buyback Regulations.
11. Details of Equity Shares held and tendered / offered for Buyback Offer:
In Figures In Words
Number of Equity Shares held as on Record Date
Number of Equity Shares Entitled for Buyback (Buyback
Entitlement)
Number of Equity Shares offered for Buyback
Note: An Equity Shareholder may tender Equity Shares over and above his / her Buyback Entitlement. Number of Shares validly tendered by
any Equity Shareholder up to the Buyback Entitlement of such Equity Shareholder shall be accepted to the full extent. The Shares tendered
by any Equity Shareholder over and above the Buyback Entitlement of such Equity Shareholder shall be accepted in accordance with
Paragraph 19.6, 19.7, 19.8 and 19.9 of the Letter of Offer. Equity Shares tendered by any Equity Shareholder over and above the number of
Equity Shares held by such Equity Shareholder as on the Record Date shall not considered for the purpose of Acceptance.
-------------------------------------------------------------------------------- Tear along this line ----------------------------------------------------------------------------
Acknowledgement Slip: Borosil Glass Works Limited – Buyback Offer
(to be filled by the Equity Shareholder) (subject to verification)
Ledger Folio No.: __________________________________________________________________________________________________
Received from Mr./Ms./M/s.__________________________________________________________________________________________
Form of Acceptance-cum-Acknowledgement, Original TRS along with: _________________________
No. of Equity Shares offered for Buyback (In Figures) _____________ (In Words) _________________ STAMP OF BROKER
____________________________________________________________________________________
Please quote Ledger Folio No. for all future correspondence
12. Details of Share Certificate(s) enclosed: Total No. of Share Certificates Submitted
Sr. No. Folio No. Share Certificate No. Distinctive Nos. No. of Shares
1 From To
Total
In case the number of folios and share certificates enclosed exceed 4 nos., Please attach a separate sheet giving details in
the same format as above
13. Details of other Documents (Please √ as appropriate, if applicable) enclosed:
Power of Attorney Corporate authorisation
Death Certificate Succession Certificate
Permanent Account Number (PAN Card) TRS

Others (please specify): _____________
14. Equity Shareholders Details:
First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3
Full Name(s) Of The Holder
Signature(s)*
PAN No.
Address of the Sole/First

Equity Shareholder
Telephone No. / Email ID
*Corporate must affix rubber stamp
This Tender / Offer Form has to be read along with the Letter of Offer and is subject to the terms and conditions
mentioned in the Letter of Offer and this Tender / Offer Form
1. This Offer will open on [●] and close on [●].

2. For the procedure to be followed by Equity Shareholders for tendering in the Buyback Offer, please refer to section 20 of
the Letter of Offer.
3. All documents sent by or to Equity Shareholders will be at their own risk and Equity Shareholders are advised to
adequately safeguard their interests in this regard.
All future correspondence in connection with this Buyback, if any, should be addressed to Registrar to the Buyback Offer at
the following address quoting your client ID and DP ID:
Investor Service Centre, Borosil Glass Works Limited – Buyback Offer

Tel: +91 22 28207203 – 05; Fax: +91 22 28207207;
Email: ravi@unisec.in; Contact Person: Ravindra Utekar

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DRAFT LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

BOROSIL GLASS WORKS LIMITED

CASH OFFER TO BUYBACK NOT EXCEEDING 6,96,000 ( S I X L AK H S AN D N I N E T Y S I X T H O U S AN D ) FULLY

BUYBACK OPENS ON: [ ] ●

1. SCHEDULE OF THE ACTIVITIES OF THE OFFER ................................................................................................ 3

Activity Date Day

Date of declaration of results of postal ballot for special resolution by the

Date of Opening of the Buyback Offer [●] ●]

Date of Closing of the Buyback Offer [●] ●]

Last date of receipt of completed Tender Forms and other specified

Last date of verification by Registrar [●] ●]

Last date of providing Acceptance to the Stock Exchange by the

Last date of settlement of bids on the Stock Exchange [●] ●]

Last date of dispatch of share certificate(s) by Registrar / return of un-

Last date of extinguishment of Equity Shares [●] ●]

2. Total number of Equity Shares tendered by an Eligible Person

Registrar to the Buyback Offer / Universal Capital Securities Private Limited

Disclaimer for U.S. Persons

Disclaimer for Persons in other foreign countries

4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING

RESOLVED FURTHER THAT the Buyback from non-resident shareholders, Overseas

RESOLVED FURTHER THAT as required by Clause (x) of Part A of Schedule II under

RESOLVED FURTHER THAT the Board hereby confirms:

a. Through any subsidiary company including its own subsidiary companies or

b. through any investment company or group of investment companies;

RESOLVED FURTHER THAT no information / material likely to have a bearing on the

RESOLVED FURTHER THAT a Committee be constituted (“Buyback Committee”)

c) Decide and settle the remuneration for all such intermediaries/agencies/persons,

h) extinguishment of dematerialized shares and physical destruction of share certificates in

a) enter into escrow arrangements as required in terms of the Buyback Regulations

5. DETAILS OF PUBLIC ANNOUNCEMENT

Publication Language Editions

The Public Announcement is available on the SEBI website at www.sebi.gov.in

6. DETAILS OF THE BUYBACK

Equity Shares held % of shareholding

Equity Shares held % of shareholding

Equity Shares held % of shareholding

7. AUTHORITY FOR THE BUYBACK

8. NECESSITY OF THE BUYBACK

9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF BUYBACK

Sr. Date of Acquisition No. of Equity Cost of Remarks

10. BASIS OF CALCULATING BUYBACK PRICE

11. SOURCES OF FUNDS FOR THE BUYBACK

13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

Particulars No. of shares Amount (`

Pre Buyback Post Buyback#

13.5. There is no pending scheme of amalgamation or compromise or arrangement pursuant to any

Particulars No. of Shares Amount (`

14. BRIEF INFORMATION ABOUT THE COMPANY

Date of the Board/

Date of the Board/

Name of Director Appointment/ Effective Date Reasons

15. FINANCIAL INFORMATION ABOUT THE COMPANY

6 Months Period Year ended Year ended Year ended

The key ratios have been computed as below:

Key Ratios Basis of Calculation

16. STOCK MARKET DATA

17. DETAILS OF STATUTORY APPROVALS