DIRECTORS' REPORT

Your Directors have immense pleasure in presenting the 35^th (Thirty Fifth) 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, 2026.

FINANCIAL RESULTS

The Company's financial performance (Standalone and Consolidated) for the FY 2025-26 is summarized below:

(' In 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 Audited Financial Statements as stated above are available on
the Company's website atFinancials

STATE OF AFFAIRS/ REVIEW OF OPERATIONS

a) Standalone

During the FY 2025-26, the Company achieved Revenue from
Operations of '42,753.08 lakhs as against '39,249.01
lakhs in FY 2024-25, representing a growth of 8.93%. The
Profit Before Finance Cost, Depreciation and Amortization
expenses, Exceptional Items and Tax for the year amounted
to '8,021.63 lakhs, representing EBITDA margin of 18.76%, an
increase in EBITDA by 21.53% as compared to the previous
financial year. The EBIT margin of the Company during
FY 2025-26 was 14.66%. The Company earned Other Income
of '1,018.42 lakhs during FY 2025-26 as compared to
'776.00 lakhs in FY 2024-25 (mainly from interest income
and income from investments). The Company recorded Profit
Before Tax of '5,374.58 lakhs in FY 2025-26 as compared to
'4,831.70 lakhs in FY 2024-25. Profit After Tax (PAT) during
FY 2025-26 was '3,972.46 lakhs as against '3,501.66 lakhs

in the FY 2024-25, showing a growth of 13.45%. The effective
tax rate for FY 2025-26, including provisions for deferred tax
was 26.09%, as compared to an effective tax rate of 27.53%
during FY 2024-25. As of 31^st March, 2026, the Company had
net cash of '13,498.78 lakhs.

b) Consolidated

During the FY 2025-26, the Company achieved Revenue
from Operations of '46,734.15 lakhs as against '43,848.71
lakhs in FY 2024-25, representing a growth of 6.58%. The
Profit Before Finance Cost, Depreciation and Amortization
expenses, Exceptional Items and Tax for the year amounted
to '7,173.96 lakhs, representing EBITDA margin of 15.35%, an
increase in EBITDA by 18.75%, as compared to the previous
financial year. The EBIT margin of the Company during
FY 2025-26 was 11.23%. The Company earned Other Income
of '954.59 lakhs in FY 2025-26 as compared to '781.63
lakhs in FY 2024-25 (mainly from interest income and income
from investments). The Company recorded Profit Before Tax
of '4,284.46 lakhs in FY 2025-26 as compared to '4,039.12
lakhs in FY 2024-25. Profit After Tax (PAT) during FY 2025-

26 was '3,458.12 lakhs as against '2,672.32 lakhs in the
FY 2024-25, showing a growth of 29.41%. The effective tax
rate for FY 2025-26, including provisions for deferred tax was
19.29%, as compared to an effective tax rate of 33.84% during
FY 2024-25. As of 31^st March, 2026, the Company had net
cash of '12,812.91 lakhs.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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 has not recommended any
dividend for the year under review, to conserve the resources of the
Company for its future growth.

The Company did not fall within the top 1000 listed entities based
on the market capitalisation as on 31^st December, 2024. However,
the Board of Directors of the Company has voluntarily 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 atDividend 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,
the Company does not have any holding, associate / joint venture
company.

SUBSIDIARY COMPANY

Goel Scientific Glass Works Limited ("GSGWL") continued to
remain a material subsidiary of the Company in terms of Regulation
16(c) of the SEBI Listing Regulations for the financial year. GSGWL
is engaged in manufacturing and supply of industrial glass process
systems. During the year under review, the Company subscribed
to 1,16,81,557 equity shares of '10/- each, offered by GSGWL on
rights basis. As on 31^st March, 2026, the Company held 3,32,92,437
equity shares of '10/- each (representing 99.37% 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 atPolicy for Determining Material Subsidiaries

PERFORMANCE OF SUBSIDIARY COMPANY - GSGWL

During FY 2025-26, GSGWL achieved a revenue from operations of
?4,496.65 lakhs as against ?4,928.08 lakhs in FY 2024-25. The Loss
after Tax for FY 2025-26 stood at ?468.85 lakhs as against ?699.41
lakhs in FY 2024-25.

While GSGWL recorded a lower revenue compared to the previous
year, the reported revenue for FY 2025-26 was impacted by the
application of Ind AS revenue recognition requirements, resulting in
the deferment of revenue to the subsequent financial year. Further,
the execution of certain high-value projects was deferred to the
next financial year due to factors beyond the control of GSGWL,
despite a significant improvement in order booking during the year.

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.

Notwithstanding the above, GSGWL reported a lower loss
compared to the previous year. The management remains focused
on the timely execution of the order book, improving operational
performance and achieving sustainable profitability.

The audited financial statement of GSGWL, is 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 Audited Financial Statement
of the Subsidiary Company are available on the Company's website
atFinancialsand 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.

EMPLOYEE STOCK OPTION SCHEMES

The Company has 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 in accordance with 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 atESOP Disclosures.

SHARE CAPITAL

During the year under review, the paid-up equity share capital of
the Company has increased from '8,89,33,303/- consisting of
8,89,33,303 fully paid-up equity shares of '1/- each to '8,89,47,050/-
consisting of 8,89,47,050 fully paid-up equity shares of '1/- each,
consequent to allotment of 13,747 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 maintaining the highest standards
of Corporate Governance and adhering to Corporate Governance
requirements and transparency in all its dealings and places high
emphasis on business ethics.

As per Regulation 34 read with Schedule V to the SEBI Listing
Regulations, a separate report on Corporate Governance, together
with a certificate from M/s. Chaturvedi & Shah LLP, Chartered
Accountants (Firm Registration No.101720W/ W100355), Statutory
Auditors of the Company, regarding compliance with the conditions
of Corporate Governance as stipulated under the SEBI Listing
Regulations, forms part of this Annual Report.

The Board of Directors of the Company has adopted a Code of
Conduct and the same has been hosted on the Company's website
atPolicies. The Directors and Senior Management Personnel
have affirmed their compliance with the Code of Conduct for the
financial year ended 31^st March, 2026.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company did not fall within the top 1000 listed entities based
on the market capitalisation as on 31^st December, 2024. Hence, in
terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the
requirement of Business Responsibility and Sustainability Report
(BRSR ') was not applicable to the Company for the year under
review.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC.

Board of Directors

There was no change in the composition of the Board of Directors
during the year under review.

The Members at the 34^th AGM held on 11^th August, 2025, based on
the recommendation of the Nomination & Remuneration Committee
and Board, had approved the continuation of Directorship of Mr.
Pradeep Kumar Kheruka (DIN: 00016909) as a Non-Executive
Director after attaining the age of 75 years.

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Pradeep Kumar Kheruka (DIN:
00016909), Director of the Company, retires by rotation at the
ensuing AGM and being eligible, has offered himself for re¬
appointment. The Board of Directors of the Company, based on the
recommendation of the Nomination & Remuneration Committee,
has recommended his re-appointment.

Further, the existing tenure of Mr. Vinayak Madhukar Patankar (DIN:
07534225) as Whole-time Director & CEO is slated to expire on 1^st
December, 2026. Accordingly, the Board of Directors, based on

recommendation of the Nomination & Remuneration Committee
and subject to approval of Members at the ensuing 35^th AGM, at its
meeting held on 20^th May, 2026, has approved the re-appointment
of Mr. Vinayak Madhukar Patankar as Whole-time Director & CEO
for another term of 3 years w.e.f. 2^nd December, 2026.

The resolution(s) seeking Member's approval for the above
appointment(s) / re-appointment(s) 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 35^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 judgment and without
any external influence. The Board of Directors of the Company
has 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 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 Programme for Independent Directors

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

Number of Board Meetings

The Board of Directors of the Company met four (4) times during
the year on 21^st May, 2025, 11^th August, 2025, 6^th November, 2025,
and 11^th February, 2026. The attendance of Directors is detailed in
the Corporate Governance Report, which forms part of this Annual
Report.

Performance Evaluation

The Company has devised a framework for performance evaluation
of the Board, its Committees and Individual Directors in compliance
with the provisions of Sections 134 and 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 to seek feedback
on the functioning of the Board, its Committees and Individual
Directors, including the Chairman and Independent Directors. The
observations and feedback from the Directors were discussed
and the summary of the same was presented to the Nomination &
Remuneration Committee and 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 Chairman and Independent
Directors.

KEY MANAGERIAL PERSONNEL ("KMP")

In terms of the provisions of Section 2(51) and Section 203 of the
Act, the following were the KMPs of the Company, as on 31^st March,
2026.

• Mr. Vinayak Patankar - Whole-time Director and CEO;

• Mr. Somnath Billur - Chief Financial Officer;

• Mr. Sanjay Gupta - Company Secretary & Compliance Officer.

Subsequent to the year under review, following the resignation of
Mr. Sanjay Gupta, effective, 20^th May, 2026, the Board based on
recommendation of the Nomination & Remuneration Committee,
has appointed Mr. Ramavtar Sharma as Company Secretary &
Compliance Officer, designated as KMP w.e.f. 21^st May, 2026.

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

The Company has devised and adopted, inter alia, a policy on
Directors' appointment and remuneration, including Key Managerial
Personnel and other employees. This policy outlines the guiding
principles for the Nomination and 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 salient features of the said policy are set out in the Corporate
Governance Report, which forms part of this Annual Report.

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

BOARD COMMITTEES

As on 31^st March, 2026, the Board has the 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
instance of non-acceptance. The details of the composition of the
Board and its Committees, number of meetings held, attendance
of Board and Committee 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 Board 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 disruption, 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
manage such risks to facilitate the achievement of business
objectives.

With this context in mind, the Company has developed and
implemented 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 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 including cyber security risk 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.

COMPLIANCE MANAGEMENT

The Company has established a compliance mechanism to monitor
and ensure compliance with applicable laws, rules, regulations
and guidelines, commensurate with the size and nature of its
operations. During FY 2025-26, compliance certificates received
from the respective departments and/or generated through the
compliance management tool maintained by the Company were
periodically placed before and taken on record by the Board of
Directors at its meetings. The Board is of the opinion that the
Company has adequate and effective systems and processes
to monitor and ensure compliance with applicable legal and
regulatory requirements, and that such systems and processes
were operating effectively during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

The 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 dealing with Related Party Transactions
(RPTs), as approved by the Board, is available on the website at
Related Party Transaction Policy.

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 and in
accordance with the Policy on Related Party Transactions.

The Company has not entered into any contract / arrangement /
transaction with related parties that 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 and Board 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 available on the Company's website atCSR Policy.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with
Section 134(3)(a) of the Act and Rules framed thereunder, the
Annual Return in Form MGT-7 for FY 2025-26 is available on the
website of the Company 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 a Whistleblower Policy
in accordance with the provisions of the Act and the SEBI Listing
Regulations. 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
Vigil Mechanism and Whistleblower Policy of the Company are
explained in the Corporate Governance Report, which forms part of
this Annual Report, and the Policy is available on the website of the
Company at Vigil Mechanism / Whistle-Blower Policy.

AUDITORS AND THEIR REPORT

Statutory Auditors

M/s. Chaturvedi & Shah LLP Chartered Accountants (Firm
Registration No.101720W/W100355) were appointed as Statutory
Auditors of the Company at the 32^nd Annual General Meeting (AGM)
held on 17^th August, 2023, for a term of 5 (five) consecutive years
from the conclusion of the 32^nd AGM till the conclusion of the 37^th
AGM of the Company. The Auditors have confirmed that they are
not disqualified from continuing as Auditors 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 Auditors

Pursuant to the provisions of Section 204 of the Act and Rules
made thereunder and Regulation 24A of SEBI Listing Regulations,
and pursuant to the recommendations of the Audit Committee and
Board of Directors, M/s. Amogh Diwan & Associates, Peer Reviewed
Firm of Company Secretaries in Practice (Firm Registration
Number: S2019MH668700), were appointed as Secretarial Auditors
of the Company at the 34^th Annual General Meeting held on 11^th
August, 2025, for a term of 5 (five) consecutive years, to conduct
the secretarial audit of the Company for the FY 2025-26 until
FY 2029-30. The Report of the Secretarial Auditors in Form MR-3 for
FY 2025-26 is attached as Annexure - C' to this Report.

The Secretarial Audit Report of the Company's material subsidiary
i.e. Goel Scientific Glass Works Limited is also attached as
'Annexure - C1' to this Report.

In terms of the provisions of Regulation 24A of the SEBI Listing
Regulations, the Company has obtained a Secretarial Compliance
Report for FY 2025-26 from Secretarial Auditor of the Company.

The Secretarial Audit Report(s) and Secretarial Compliance Report
do not contain any qualifications, reservations, adverse remarks or
disclaimer.

REPORTING OF FRAUD

During the year under review, the Statutory and the Secretarial
Auditors have not reported any instances of fraud committed in the
Company by its officers or employees, 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 Auditors of the Company
from time to time, the Board of Directors state as under:

a) that in the preparation of the annual accounts, the applicable
accounting standards read with requirements set out under
Schedule III to the Act have been followed and there are no
material departures from the same;

b) that we have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;

c) that we 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) that we have prepared the annual accounts on a going
concern basis;

e) that we have laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial
Controls are adequate and are operating effectively; and

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established internal control systems that are
commensurate with its size, scale, and the nature of its operations.
These systems encompass well-defined policies and procedures,
robust IT frameworks, clearly delegated authority matrices,
appropriate segregation of duties, and a comprehensive internal
audit and review mechanism.

Roles and responsibilities across functions are clearly articulated
and institutionalized. The Company undertakes periodic reviews of
its systems and processes to ensure they remain aligned with the
evolving scale and complexity of its operations and the changing
business environment.

During the year under review, the effectiveness of internal controls,
including both their design and operating effectiveness, was
evaluated. No material weaknesses or significant deficiencies
were identified.

For FY 2025-26, internal audit activities were carried out by the
Company's in-house internal audit team as well as by M/s Mahajan
& Aibara, Chartered Accountants LLP the joint internal auditors.
The Audit Committee reviews internal audit findings and monitors
corrective actions on a quarterly basis.

The Company has established adequate internal financial controls
with reference to the financial statements, commensurate with the
size and nature of its business. These controls are designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance
with applicable accounting standards.

The Board is of the opinion that the Company's internal financial
controls were adequate and operating effectively during the year
under review for ensuring the orderly and efficient conduct of its
business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.

PARTICULARS OF LOANS GIVEN, GUARANTEES/
SECURITIES PROVIDED AND INVESTMENTS MADE

During the year under review, the Company has not provided any
security / guarantee but had given loans and made investment, in
compliance with the provisions of Section 186 of the Companies
Act, 2013, the details of which are provided in ‘Annexure - D’ to
this report read with Note nos. 7 and 8 to the Standalone Financial
Statement.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company maintains a zero-tolerance approach towards sexual
harassment at the workplace and has implemented an Anti-Sexual

Harassment Policy in compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH Act”). The Policy is available on the
Company's website at:POSH Policy.

In accordance with the requirements of the POSH Act and the
rules framed thereunder, the Company has constituted Internal
Complaints Committees (ICCs) to address and resolve complaints
relating to sexual harassment at the workplace. A summary of
complaints received and addressed during FY 2025-26 is provided
below:

THE CODE ON SOCIAL SECURITY, 2020-MATERNITY
BENEFIT

The Company is in compliance with the applicable provisions
relating to maternity benefits as prescribed under the Maternity
Benefit Act, 1961/the Code on Social Security, 2020. The Company
provides maternity leave and related benefits to eligible employees
in accordance with the statutory requirements and is committed
to supporting the health, well-being, and work-life balance of its
employees during maternity.

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 Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement
containing particulars of employees 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 atbsl.secretarial@borosil.com.

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

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo as stipulated

under Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, are furnished as ‘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.

OTHER DISCLOSURES

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 its subsidiary, except for the sitting fees
for attending the meeting of subsidiary company.

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

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 Employee Stock Options Schemes referred
to in this Report.

g) No application has been made or any proceeding pending
against the Company 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 ACKNOWLEDGEMENTS

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