Your Directors have immense pleasure in presenting the 34^th (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^st March, 2025.

FINANCIAL RESULTS

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

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.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS

a) Standalone

During the FY 2024-25, the Company achieved Revenue
from Operations of '39,249.01 lakhs as against '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
'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 '776.00
lakhs during FY 2024-25 as compared to '407.64 lakhs
in FY 2023-24 (mainly from interest income and income
from investments). The Company recorded Profit Before
Tax of '4,831.70 lakhs in FY 2024-25 as compared to
'3,998.88 lakhs in FY 2023-24. Profit After Tax (PAT) during
FY 2024-25 was '3,501.66 lakhs as against '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 31^st March, 2025, the Company had
net cash of '11,475.46 lakhs.

b) Consolidated

During the FY 2024-25, the Company achieved Revenue
from Operations of '43,848.71 lakhs as against '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
'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 '781.63 lakhs
in FY 2024-25 as compared to '401.77 lakhs in FY 2023-24
(mainly from interest income and income from investments).
The Company recorded Profit Before Tax of '4.039.12
lakhs in FY 2024-25 as compared to '3,155.11 lakhs in FY

2023- 24. Profit After Tax (PAT) during FY 2024-25 was
'2,672.32 lakhs as against '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 31^st March, 2025, the Company had net cash of
'10,633.75 lakhs.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS
FROM THE END OF THE FINANCIAL YEAR

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.

DIVIDEND

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^st 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.

RESERVES

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

HOLDING, ASSOCIATE AND JOINT VENTURE COMPANY

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

SUBSIDIARY 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 '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 '4,928.08 lakhs as against '4,415.18 lakhs in FY 2023-24,
registering a growth of 11.61% on a year-on-year basis. The loss
after tax for FY 2024-25 stood at '699.41 lakhs as against '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 '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 Annexure to the 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.

CONSOLIDATED FINANCIAL STATEMENTS

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
bsl.secretarial@borosil.com up to the date of the ensuing Annual
General Meeting ("AGM").

EMPLOYEES’ STOCK OPTION SCHEMES

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.

SHARE CAPITAL

During the year under review, the paid-up equity share capital
of the Company has increased from '8,87,96,392/- consisting
of 8,87,96,392/- fully paid-up equity shares of '1/- each to
'8,89,33,303/- consisting of 8,89,33,303 fully paid-up equity shares
of '1/- each, consequent to allotment of 1,36,911 equity shares of
face value of '1/- 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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’.

CORPORATE GOVERNANCE REPORT

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 31^st March, 2025.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company does not fall within the top 1000 listed entities
based on the market capitalization as on 31^st 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.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company transferred an amount
of '15,65,213.68, 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 Rajiv Sahney (DIN: 00341721), as Independent Directors
on the Board of your Company, for second term of 5 consecutive
years commencing from 1^st 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(1A) 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^th 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 21^st May, 2024, 13^th August, 2024, 12^th November,
2024, and 11^th 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.

KEY MANAGERIAL PERSONNEL

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. 21^st May, 2024 and 13^th August, 2024,
respectively.

The Board of Directors, at their Meeting held on 21^st May, 2024
and 13^th 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.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION ETC.

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.

BOARD DIVERSITY

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.

COMMITTEES OF THE BOARD

As on 31^st March, 2025, the Board has following statutory
Committees according to their respective roles and defined scope:

a) Audit Committee

b) Nomination & Remuneration Committee

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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.

RISK MANAGEMENT

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 (KRIs) 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 the existing
ERM Policy was undertaken during the year and the revised policy
was reviewed and approved by the Risk Management Committee.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

ANNUAL RETURN

The Annual Return of the Company in Form MGT-7 as on 31^st 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.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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^th 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^st 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. Goel 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 for the appointment
of M/s. Amogh Diwan & Associates, for a term of 5 consecutive
years, has been incorporated in the Notice of the ensuing AGM.

REPORTING OF FRAUD

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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
31^st 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
31^st 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.

INTERNAL FINANCIAL CONTROLS

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, GUARANTEES/
SECURITIES PROVIDED AND INVESTMENTS MADE

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.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

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.

PARTICULARS OF EMPLOYEES AND ITS RELATED
DISCLOSURES

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
bsl.secretarial@borosil.com.

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

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 31^st March, 2025 is provided in ‘Annexure - F’
to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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.

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
under the 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.

APPRECIATIONS AND ACKNOWLEDGMENT

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.