Borosil Scientific Ltd

To

The Members,

Borosil Scientific Limited

Your Directors have immense pleasure in presenting the 34^1h (Thirty Fourth) Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^s1 March, 2025.

The Company's financial performance (Standalone and Consolidated) for FY 2024-25 is summarized below:

(Rs.ln lakhs)

The above figures are extracted from the Audited Standalone and Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India ("SEBI").

The Financial Statements as stated above are available on the Company's website at Financials.

a) Standalone

During the FY 2024-25, the Company achieved Revenue from Operations of Rs.39,249.01 lakhs as against Rs.35,645.97 lakhs in FY 2023-24, representing a growth of 10.11%. The Profit before Finance Cost, Depreciation and Amortization expenses and Exceptional Items for the year amounted to Rs.6,600.79 lakhs, representing EBITDA margin of 16.82%, an increase by 16.90%, as compared to the previous financial year. The EBIT margin of the Company during FY 2024-25 was 12.51%. The Company earned Other Income of Rs.776.00 lakhs during FY 2024-25 as compared to Rs.407.64 lakhs in FY 2023-24 (mainly from interest income and income from investments). The Company recorded Profit Before Tax of Rs.4,831.70 lakhs in FY 2024-25 as compared to Rs.3,998.88 lakhs in FY 2023-24. Profit After Tax (PAT) during FY 2024-25 was f3,501.66 lakhs as against Rs.3,145.93 lakhs in the FY 2023-24, showing a growth of 11.31%. The effective tax rate for FY 2024-25, including provisions for deferred tax was 27.53%, as compared to an effective tax rate of 21.33% during FY 2023-24. As of 31³¹ March, 2025, the Company had net cash of Rs.11,475.46 lakhs.

b) Consolidated

During the FY 2024-25, the Company achieved Revenue from Operations of Rs.43,848.71 lakhs as against Rs.39,598.47 lakhs in FY 2023-24, representing a growth of 10.73%. The Profit before Finance Cost, Depreciation and Amortization expenses and Exceptional Items for the year amounted to Rs.6,041.13 lakhs, representing EBITDA margin of 13.78%, an increase by 0.97%, as compared to the previous financial year. The EBIT margin of the Company during FY 2024-25 was 9.56%. The Company earned Other Income of Rs.781.63 lakhs in FY 2024-25 as compared to Rs.401.77 lakhs in FY 2023-24 (mainly from interest income and income from investments). The Company recorded Profit Before Tax of Rs.4.039.12 lakhs in FY 2024-25 as compared to Rs.3,155.11 lakhs in FY

2023- 24. Profit After Tax (PAT) during FY 2024-25 was Rs.2,672.32 lakhs as against Rs.2,348.15 lakhs in the FY 2023- 24, showing a growth of 13.81%. The effective tax rate for FY

2024- 25, including provisions for deferred tax was 33.84%, as compared to an effective tax rate of 25.58% during FY 2023- 24. As of 31³¹ March, 2025, the Company had net cash of Rs.10,633.75 lakhs.

There have been no material changes and commitments affecting the Company's financial position, between the end of the financial year and the date of this Report.

The Board of Directors of the Company have not declared any dividend for the year under review, to conserve the resources of the Company for its future growth.

The Company does not fall within the top 1000 listed entities based on the market capitalziation as on 31^s1 December, 2024. However, the Board of Directors of the Company have voluntary adopted and approved the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), which has been uploaded on the Company's website at Dividend Distribution Policy.

During the year under review, the Company has not transferred any amount to General Reserves.

During the year under review and as on the date of this report, your Company does not have any holding, associate / joint venture company.

Goel Scientific Glass Works Limited ("GSGWL") continues to remain a material subsidiary of the Company in terms of Regulation 16(c) of the SEBI Listing Regulations. GSGWL is engaged in manufacturing and supply of industrial glass process systems and laboratory glassware. Your Company holds 2,16,10,880 equity shares of Rs.10 each (representing 99.03% of equity share capital) in GSGWL.

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the Company's website and can be accessed at Policy for Determining Material Subsidiaries.

PERFORMANCE OF SUBSIDIARY COMPANY - GSGWL During FY 2024-25, GSGWL achieved a Revenue from Operations of Rs.4,928.08 lakhs as against Rs.4,415.18 lakhs in FY 2023-24, registering a growth of 11.61% on a year-on-year basis. The loss aftertax for FY 2024-25 stood at Rs.699.41 lakhs as against Rs.866.12 lakhs in FY 2023-24. Despite the increase in revenue, GSGWL continued to report losses, although lower compared to the previous year. The losses were primarily attributable to one-time expenses of provisions for doubtful debts of Rs.1.63 crores and under-absorption of fixed overheads, which could be recovered with higher sales.

A statement providing details of performance and salient features of the financial statements of GSGWL, as per Section 129(3) of the Act, is provided as Annexuretothe Consolidated Audited Financial Statement and therefore not repeated in this Report to avoid duplication.

The audited financial statements of GSGWL, are available on the Company's website and can be accessed at Subsidiary Financials.

in accordance with the provisions of the Act and SEBI Listing Regulations read with ind AS - 110 - Consolidated Financial Statements, the Consolidated Audited Financial Statement forms part of the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents and the Financial Statement of the Subsidiary Company are available on the Company's website at

Financials and Subsidiary Financials.

Any member desirous of obtaining copies of the Financial Statement of the Subsidiary Company may write an e-mail to bsI.secretari a l@ boros i I. com up to the date of the ensuing Annual General Meeting ("AGM").

During the year under review, your Company implemented the following Employee Stock Option Schemes, in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"):

? Special Purpose Employee Stock Option Plan 2023 ("SP - ESOP 2023"); and

? Borosil Scientific Limited - Employee Stock Option Scheme ("BSL ESOS").

The Nomination & Remuneration Committee administers and monitors SP - ESOP 2023 and BSL ESOS. The Company has obtained a certificate from M/s. Amogh Diwan & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company, confirming that the ESOP Schemes viz. SP - ESOP 2023 and BSL ESOS have been implemented in accordance with SBEB Regulations and the resolutions passed by the Board of Directors and the Members, as applicable, respectively. This certificate will be available for inspection by the Members during the AGM.

The details as required to be disclosed under Regulation 14 of SBEB Regulations in respect of SP - ESOP 2023 and BSL ESOS, are available on the Company's website at ESOP Disclosures.

During the year under review, the paid-up equity share capital of the Company has increased from Rs.8,87,96,392/- consisting of 8,87,96,392/- fully paid-up equity shares of Rs.1/- each to Rs.8,89,33,303/- consisting of 8,89,33,303 fully paid-up equity shares of Rs.1/- each, consequent to allotment of 1,36,911 equity shares of face value of tV- each upon exercise of stock options under SP - ESOP 2023.

During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares, shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees, debentures, bonds or any non- convertible securities and warrants.

The Management Discussion and Analysis Report for the year under review, as required in terms of SEBI Listing Regulations, forms part of this Report as 'Annexure - A'.

The Company is committed to maintain the highest standards of Corporate Governance and adhering to the Corporate Governance requirements and transparency in all its dealings and places high emphasis on business ethics.

A Report on Corporate Governance as per Regulation 34 read with Schedule V to the SEBI Listing Regulations along with the Compliance Certificate from the M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No. 101720W/ W100355), Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance forms part of the Annual Report.

The Board of Directors of the Company have adopted a Code of Conduct and the same has been hosted on the Company's website at Code of Conduct. The Directors and senior management personnel have affirmed their compliance with the Code of Conduct for the financial year ended 31⁹¹ March, 2025.

The Company does not fall within the top 1000 listed entities based on the market capitalization as on 31⁹¹ December, 2024. Hence, during the year under review, in terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the requirement of Business Responsibility and Sustainability Report ('BRSR') is not applicable to the Company.

During the year under review, your Company transferred an amount of T15,65,213.68, arising out of the sale proceeds of fractional entitlement from the Composite Scheme of Arrangement amongst Borosil Limited ("Demerged Company" / "BL") and the Company ("Resulting Company" / "Transferee Company") and Borosil Technologies Limited ("Transferor Company" / "BTL") ("Scheme") to Investor Education and Protection Fund. The details of shares lying in the unclaimed suspense account and unclaimed suspense escrow account are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC. Board of Directors

During the year under review, the Board, based on the recommendation of the Nomination & Remuneration Committee, and after taking into account the expertise and experience, re-appointed Mr. Kewal Kundanlal Handa (DIN: 00056826) and Mrs. Anupa RajivSahney (DIN: 00341721), as Independent Directors on the Board of your Company, for second term of 5 consecutive years commencing from 1³¹ March, 2025. The Members approved the said re-appointments through the resolutions passed by Postal Ballot with requisite majority on 23^rd January, 2025.

In terms of the Regulation 17(1 A) of the SEBI Listing Regulations, consent of the Members by way of Special Resolution is required for continuation of a Non-Executive Director beyond the age of 75 years. Mr. Pradeep Kumar Kheruka (DIN: 00016909), Non-Executive Director of the Company, will attain the age of 75 years on 23^rd July, 2026, and accordingly, the Board, on the recommendation of the Nomination & Remuneration Committee, has recommended the continuation of Mr. Pradeep Kumar Kheruka as a Non-Executive Director of the Company even after attaining the age of 75 years, liable to retire by rotation.

Further, in accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shreevar Kheruka (DIN: 01802416), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment. The Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee, have recommended his re-appointment.

The resolution seeking Member's approval for the above appointment / re-appointment of Directors along with the disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards-2 on General Meetings forms part of the Notice of the ensuing 34^1h AGM.

Independent Directors & declaration of their Independence

The Company has 3 (three) Independent Directors, namely, Mr. Kewal Kundanlal Handa, Mrs. Anupa Rajiv Sahney and Mr. Chandra Kishore Mishra.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors have also confirmed that they have complied with Schedule IV to the Act and the Company's Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board of Directors believes that the Company's Independent Directors are distinguished professionals, possessing deep expertise and extensive experience across a broad range of areas. They uphold the highest standards of integrity and maintain their independence from the management.

The Company has also received confirmation from the Independent Directors of the Company regarding the registration of their names in the databank maintained by the Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Familiarization Program for Independent Directors

The details of familiarization program conducted for Independent Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Number of Board Meetings

During the year under review, four (4) meetings of Board of Directors were held i.e. on 21⁹¹ May, 2024,13^1h August, 2024,12^1h November, 2024, and 11^1h February, 2025. The Director's attendance is detailed in the Corporate Governance Report, which forms part of this Annual Report.

Board Evaluation

The Company has devised a framework for performance evaluation of the Board, its Committees and Individual Directors including Independent Directors, in compliance with the provisions of

Sections 134 & 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations and the Nomination and Remuneration Policy of the Company.

Structured questionnaires were circulated for providing feedback on the functioning of the Board, its Committees & Individual Directors, including Chairman and Independent Directors. The observations and feedback from the Directors were discussed and the summary of the same was presented to the Board.

Evaluation criteria included attendance, participation, integrity, knowledge, independence, and overall contribution to governance. The Board's and Committee's evaluation focused on structure, independence, governance, compliance, strategic oversight, effectiveness and decision-making.

The Directors expressed their satisfaction with the evaluation process and the performance evaluation of the Board, its Committees and Directors including Independent Directors.

During the year under review, Ms. Vidhi Sanghvi, Company Secretary and Compliance Officer of the Company and Mr. Rajesh Agrawal, Chief Financial Officer of the Company stepped down from their respective positions w.e.f. 21³¹ May, 2024 and 13* August, 2024, respectively.

The Board of Directors, at their Meeting held on 21³¹ May, 2024 and 13* August, 2024, appointed Mr. Sanjay Gupta, as Company Secretary and Compliance Officer of the Company and Mr. Somnath Billur as Chief Financial Offer of the Company, respectively.

The Company has devised and adopted, inter alia, a policy on Director's appointment and remuneration including Key Managerial Personnel, Senior Management and Other Employees. This policy outlines the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on individual as well as organizational achievements and industry benchmarks.

The aforesaid policy is available on the website of the Company at

Nomination and Remuneration Policy.

The Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, which will help the Company retain a competitive advantage. The Policy on the Diversity of the Board of Directors adopted by the Board, sets out its approach to diversity.

As on 31³¹ March, 2025, the Board has following statutory Committees according to their respective roles and defined scope:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

During the year under review, the Board of Directors accepted all recommendations made by the Committees of the Board, with no instances of non-acceptance.

The details of composition of the Board and its Committees, number of meetings held, attendance of Board and Committees Members at such meetings, including the terms of reference of the Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

The composition and terms of reference of all the Committees of the Company are in line with the provisions of the Act and the SEBI Listing Regulations.

Amid continuous shift in business paradigm marked by geopolitical shifts, technological disruptions, regulatory changes, and market volatility, effective risk management has become essential for sustainable business performance. The Company acknowledges the range of potential risks and remains committed to proactively managing such risks to facilitate the achievement of business objectives.

With this context in mind, the Company has developed and adopted an Enterprise Risk Management ("ERM") Policy and framework, benchmarked with leading international risk management standards such as ISO 31000:2018 and Committee of Sponsoring Organization of the Treadway Commission ("COSO") - 2017 ERM Integrated Framework. The ERM Policy and Framework outlines the roles and responsibilities of key stakeholders across the organization to strengthen risk governance; establishes processes of risk management viz.. Risk Identification, Assessment, Prioritization, Mitigation, Monitoring and Reporting, and facilitates a coordinated and integrated approach for managing Risks & Opportunities across the organization. The management teams across businesses and functions analyzes risks in their operations and related to their strategic objectives, at least bi-annually, considering bottom up risk assessment, an external outlook and top management input.

In accordance with the provisions of Regulation 21 of the SEBI Listing Regulations, the Board has voluntarily formed a Risk Management Committee. The Risk Management Committee conducts integrated risk and performance reviews on bi-annual basis along with the Senior Executives engaged in different business divisions and functions.

The Committee reviews the top identified enterprise level risks and the effectiveness of the existing controls and developed mitigation plans to provide feedback and guidance on treatment and mitigation of the existing and emerging risks. The Risk Management Committee has also adopted the practice of reviewing Key Risk Indicators (KRls) to facilitate in-depth analysis of the identified risks, evaluating the adequacy of existing risk management systems and advising for any additional actions and areas of improvement required for effective implementation of the ERM Policy and Framework. The Committee also ensures the allocation of sufficient resources for the business to effectively mitigate key risks and ensure that business value is safeguarded and enhanced consistently. The overall ERM program developed by the Company rests on the foundation of continuous training and development of employees across all the levels on risk management practices

to enhance the awareness of ERM framework and foster a culture of risk informed decision-making. The Company is resolute in its efforts to keep the Risk Management Policy efficient and relevant. In line with this commitment, a comprehensive review of theexisting ERM Policy was undertaken during the year and the revised policy was reviewed and approved by the Risk Management Committee.

Your Company has robust framework for identification and monitoring of all related party transactions. Any potential or actual conflict of interest that may arise because of entering into such transactions are promptly informed to the Audit Committee. The Company's Policy on Related Party Transactions, as approved by the Board, is available on the website of the Company and can be accessed at Policy on Related Party Transactions.

During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and on arm's length basis. Contracts / arrangements / transactions were entered into with related parties in accordance with the Policy on Related Party Transactions.

The Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer to the notes on Related Party Transactions forming part of Standalone Financial Statement which sets out the disclosures pursuant to ind AS.

The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society. All our CSR initiatives are approved by the CSR Committee in line with the Company's CSR Policy and is reviewed periodically.

The details of contribution made by the Company during the year under review towards the CSR activities are as under:

The Annual Report on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an 'Annexure - B' to this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is uploaded on the website of the Company and can be accessed at CSR Policy.

The Annual Return of the Company in Form MGT-7 as on 31³¹ March, 2025 for FY 2024-25 as per provisions of the Section 92(3) read with Section 134(3)(a) of the Act and the Rules framed thereunder, is available on the Company's website and can be accessed at

Annual Return.

The Company promotes safe, ethical and compliant conduct across all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has established a robust Vigil Mechanism and Whistle Blower / Vigil Mechanism Policy in accordance with the provisions of the Act and the SEBI Listing Regulations to deal with instances of fraud and mismanagement. Employees and other stakeholders are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Additional details about the Whistle Blower / Vigil Mechanism Policy of the Company are explained in the Corporate Governance Report, which forms part of this Annual Report.

A Whistle Blower / Vigil Mechanism Policy is available on the Company's website and can be accessed at Whistle Blower / Vigil Mechanism Policy.

AUDITORS AND AUDITORS' REPORT Statutory Auditor

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.101720W/W100355) were appointed as Statutory Auditor for a term of 5 (five) consecutive years at the 32^nd Annual General Meeting held on 17^,h August, 2023. The Auditor has confirmed that they are not disqualified from continuing as Auditor of the Company.

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

Cost Records and Audit

During the year under review, maintenance of cost records and the requirement of cost audit, as prescribed under the provisions of Section 148 of the Act and Rules made thereunder, did not apply to the Company.

Secretarial Auditor

The Board has appointed M/s. Amogh Diwan & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31^s1 March, 2025 is annexed and marked as Annexure - C' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Audit report of the Company's material subsidiary i.e. Goei Scientific Glass Works Limited is also annexed and marked as Annexure - Cl ' to this Report.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, based on the recommendation of the Audit Committee, have approved and recommended the

appointment of M/s. Amogh Diwan & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: S2019MH668700) as Secretarial Auditor of the Company for a term of upto 5 (five) consecutive years, to conduct the secretarial audit for the financial years 2025-26 up to 2029-30, for approval of the Members at ensuing AGM of the Company.

Brief resume and other details of M/s. Amogh Diwan & Associates are separately disclosed in the Notice of ensuing AGM. The resolution seeking approval of the Members fortheappointment of M/s. Amogh Diwan & Associates, for a term of 5 consecutive years, has been incorporated in the Notice of the ensuing AGM.

During the year under review, the Statutory and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

Based on the disclosures provided in the Annual Accounts and as per the discussions with the Statutory Auditor of the Company, the Board of Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31⁹¹ March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31⁹¹ March, 2025 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

The Company has adequate Internal Financial Control system commensurate with its size and nature of business. The internal control systems are designed to ensure that the financial statements are prepared based on reliable information and wherever possible, the key internal financial controls have been automated. The Company has also engaged a third party to review the existing internal financial controls and suggest necessary improvements / enhancements to strengthen the same. Internal Audits are continuously conducted by internal audit team of the

Company and internal Audit Reports are reviewed by the Audit Committee on quarterly basis.

Particulars of loans given by the Company during the year under review are provided in 'Annexure - D' to this report. Members may refer to the notes forming part of Standalone Financial Statement.

The Company has not made any investments nor provided any guarantee/ security during the year under review.

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at work place, which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted Internal Complaint Committees for its various offices & plants under Section 4 of the POSH Act to redress and resolve any complaints arising under the said Act. The Company has submitted the necessary reports to the concerned authority(ies) confirming the same.

The disclosures pertaining to remuneration and other details as required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as 'Annexure - E' to this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report. In accordance with the provisions of Section 136 of the Act, this Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection electronically by the Members of the Company. Any Member interested in obtaining a copy thereof may write to the Company Secretary at bs I. secreta ri a l@ boros i I. com.

The information pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the financial year ended 31⁹¹ March, 2025 is provided in 'Annexure - F' to this Report.

The Company is in compliance with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, issued by the Institute of Company Secretaries of India.

a) There has been no change in the nature of business of the Company during the year under review.

b) No Director of the Company is in receipt of any remuneration or commission from any of its subsidiaries, except for the sitting fees for attending the Board and Committee Meetings of Subsidiary Company.

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

d) The Company does not have any scheme or provision of providing money for the purchase of its own shares by employees or by trustees for the benefit of employees.

e) The Company has not accepted any deposits from the public falling within the meaning of the provisions of Sections 73 and 76 of the Act and the Rules framed thereunder.

f) There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Schemes referred to in this Report.

g) There has been no application made or proceeding pending underthe Insolvency and Bankruptcy Code, 2016, as amended from time to time.

h) There was no instance of onetime settlement with any Bank or Financial Institution.

The Directors appreciate the hard work, dedication, and commitment of all the employees of the Company. The Directors extend their sincere gratitude to the members, government and regulatory authorities, banks, rating agencies, stock exchanges, depositories, auditors, customers, vendors, business partners, suppliers, distributors, communities in the neighborhood of the Company's operations and other stakeholders for their continuous support and the confidence they have placed in the Management.