Directors Report of Borosil Scientific Ltd.

Mar 31, 2025

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:

Particulars	Standalone |		Consolidated
	For the Financial Year ended 31st March, 2025	For the Financial Year ended 31st March, 2024	For the Financial Year ended 31st March, 2025	For the Financial Year ended 31st March, 2024
Revenue from Operation	39,249.01	35,645.97	43,848.71	39,598.47
Other Income	776.00	407.64	781.63	401.77
Profit for the year before Finance Cost, Depreciation, Exceptional Items and Tax	6,600.79	5,646.74	6,041.13	5,070.15
Less: Finance Cost	77.73	141.51	154.56	270.17
Less: Depreciation and Amortization Expenses	1,691.36	1,506.35	1,847.45	1,644.87
Profit before Exceptional Items and Tax	4,831.70	3,998.88	4,039.12	3,155.11
Less: Exceptional Item
Profit before tax	4,831.70	3,998.88	4,039.12	3,155.11
Less: Tax Expenses	1,330.04	852.95	1,366.80	806.96
Profit after tax	3,501.66	3,145.93	2,672.32	2,348.15
Other Comprehensive Income	7.71	(17.17)	(21.24)	(20.64)
Total Comprehensive Income for the year	3,509.37	3,128.76	2,651.08	2,327.51

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
[email protected] 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:

Sr. No.	CSR Project or activity	Amount spent during FY 2024-25 ('' in lakhs)
1	Promoting health care including preventive health care - contribution to Shree Sardar Vallabhbhai Patel Rotary General Hospital for development & enhancement of the Urology Department	37.00
TOTAL		37.00

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

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 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.

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
[email protected].

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.

For and on behalf of the Board of Directors

Kewal Kundanlal Handa Vinayak Madhukar Patankar

Place: Mumbai Chairman Whole-time Director & CEO

Date: 21^st May, 2025 DIN: 00056826 DIN: 07534225

---

Mar 31, 2024

Your Directors have immense pleasure in presenting the 33^rd (Thirty Third) 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, 2024.

FINANCIAL RESULTS

The Company’s financial performance (Standalone and Consolidated) for the financial year 2023-24 is summarized below:

('' In lakhs)

Particulars	Standalone		Consolidated#
	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023*	For the Year ended 31st March, 2024
Revenue from Operation	35,514.59	32,582.32	39,457.84
Other Income	539.02	502.74	542.40
Profit for the year before Finance Cost, Depreciation, Exceptional Items and Tax	5,646.74	5,573.97	5,070.15
Less: Finance Cost	141.51	98.38	270.17
Less: Depreciation and Amortization Expenses	1,506.35	1,165.16	1,644.87
Profit before Exceptional Items and Tax	3,998.88	4,310.43	3,155.11
Less: Exceptional Item	-	-	-
Profit before tax	3,998.88	4,310.43	3,155.11
Less: Tax Expenses	852.95	1,263.47	806.96
Profit after tax	3,145.93	3,046.96	2,348.15
Other Comprehensive Income	(17.17)	5.42	(20.64)
Total Comprehensive Income for the year	3,128.76	3,052.38	2,327.51

‘restated figures pursuant to the Scheme of Arrangement # this is the first time consolidation, hence previous year figures are not given

The above figures are extracted from the 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.

The Financial Statements as stated above are available on the Company’s website at https://www.borosilscientific.com/investor/

DIVIDEND

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

The Board of Directors of the Company have voluntary approved & adopted a Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 ("Listing Regulations"), which has been uploaded on the Company’s website at https://www.borosilscientific.com/ wp-content/uploads/2024/06/Dividend-Distribution-Policy.pdf

RESERVES

During the year under review, no amount was transferred to any reserve.

COMPOSITE SCHEME OF ARRANGEMENT

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") was

sanctioned by the Hon’ble National Company Law Tribunal, Mumbai Bench, vide its Order dated 2^nd November, 2023 and was made effective w.e.f. 2^nd December, 2023 by filing requisite forms with the office of Registrar of Companies, Mumbai. The Appointed Date of the Scheme was 1^st April, 2022.

Pursuant to said Scheme, entire business operations and undertakings of BL forming part of the scientific and industrial products ("SIP") business have been demerged from BL and transferred to the Company and BTL stands amalgamated with the Company. The Company had also allotted equity shares to the eligible shareholders of BL as on record date i.e. 5^th December, 2023 in the ratio of 4:3 (i.e. for every 4 equity shares of BL, 3 equity shares of the Company was allotted) pursuant to said Scheme.

CHANGE OF NAME OF THE COMPANY

In accordance with the Scheme the name of your Company was changed from Klass Pack Limited to Borosil Scientific Limited and a fresh certificate of incorporation dated 5^th December, 2023 was issued by the Registrar of Companies, Mumbai.

SHARE CAPITAL

During the year under review in order to accommodate the further issue of shares pursuant to the Scheme, your Company on 17^th August, 2023 had increased its Authorized Share Capital from '' 20,00,00,000 (Rupees Twenty Crores only) divided into 20,00,000 (Twenty Lakhs) equity shares of '' 100 each to '' 25,50,00,000 (Rupees Twenty Five Crores and Fifty Lakhs only) divided into 25,50,000 (Twenty Five Lakhs and Fifty Thousand) equity shares of '' 100 each.

Further, upon the Scheme being effective i.e. 2^nd December, 2023 (‘Effective Date’),

• the Authorized Share Capital of BTL was clubbed with the Company;

• the face value of equity shares was reduced from '' 100 to ''10, such that the issued, subscribed and paid up equity share capital of your Company was reduced from '' 16,32,94,900 divided into 16,32,949 equity shares of '' 100 each fully paid to '' 1,63,29,490 divided into 16,32,949 equity shares of '' 10 each fully paid up;

• subsequent to reduction in face value, every 1 equity share of face value of '' 10 each was split into 10 equity shares of ''1 each, such that the issued, subscribed and paid up equity share capital of your Company was '' 1,63,29,490 divided into 1,63,29,490 equity shares of '' 1 each fully paid up;

• the entire equity share capital of the Company held by BL

i.e. 1,34,69,670 equity shares of '' 1 each, was cancelled, extinguished and annulled and the issued, subscribed and paid up equity capital of your Company was reduced to '' 28,59,820 divided into 28,59,820 equity shares of '' 1 each fully paid up; and

• further 8,59,36,572 equity shares of face value of '' 1 was issued to the eligible shareholders of BL in the ratio of 4:3 (i.e. for every 4 equity shares of BL, 3 equity shares of BSL was issued).

In view of the above, as on the date of this report, the Authorized Share Capital of your Company is '' 35,50,00,000 (Rupees Thirty Five Crores and Fifty Lakhs only) divided into 35,50,00,000 (Thirty Five Crores and Fifty Lakhs) equity shares of '' 1 each whereas the issued, subscribed and paid-up capital of your company is '' 8,87,96,392 (Rupees Eight Crores Eighty Seven Lakhs Ninety Six Thousand Three Hundred and Ninety Two only) divided into 8,87,96,392 (Eight Crores Eighty Seven Lakhs Ninety Six Thousand Three Hundred and Ninety Two) equity shares of '' 1 each.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (STANDALONE)

During the F.Y. 2023-24, the Company achieved Revenue from Operations of '' 35,514.59 lakhs as against '' 32,582.32 lakhs in F.Y.

2022- 23, representing a growth of 9.00%. The Profit Before Finance Cost, Depreciation and Amortization expenses and Exceptional Items for the year amounted to '' 5,646.74 lakhs, representing EBITDA margin of 15.90%, an increase by 1.31%. The EBIT margin of the Company during F.Y. 2023-24 was 11.66%. The Company earned Other Income of '' 539.02 lakhs during F.Y. 2023-24 as compared to '' 502.74 lakhs in F.Y. 2022-23 (mainly from interest income and export incentives). The Company recorded Profit Before Tax of '' 3,998.88 lakhs in F.Y.

2023- 24 as compared to '' 4,310.43 lakhs in F.Y. 2022-23. Profit After Tax (PAT) during F.Y. 2023-24 was '' 3,145.93 lakhs as against '' 3,046.96 lakhs in the FY 2022-23, showing a growth of 3.25%. The effective tax rate for F.Y. 2023-24, including provisions for deferred tax was 21.33%, as compared to an effective tax rate of 29.31 % during F.Y.

2022- 23. As of 31^st March, 2024, the Company had net cash of about '' 315.14 lakhs.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (CONSOLIDATED)

During the F.Y. 2023-24, the Company achieved Revenue from Operations of '' 39,457.84 lakhs. The Profit Before Finance Cost, Depreciation and Amortization expenses and Exceptional Items for the year amounted to '' 5,070.15 lakhs, representing EBITDA margin of 12.85%. The EBIT margin of the Company during F.Y.

2023- 24 was 8.68%. The Company earned Other Income of '' 542.40 lakhs (mainly from interest income and export incentives). The Company recorded Profit Before Tax of '' 3,155.11 lakhs in F.Y. 2023-24. Profit After Tax (PAT) during F.Y. 2023-24 was '' 2,348.15 lakhs. The effective tax rate for F.Y. 2023-24, including provisions for deferred tax was 25.58%. As of March 31,2024, the Company had net cash of about '' (274.31) lakhs.

HOLDING, ASSOCIATE AND JOINT VENTURE COMPANY

Pursuant to the Scheme, with effect from the Effective Date, your Company is no longer a subsidiary of Borosil Limited. Your Company does not have any associate/ joint venture company.

SUBSIDIARY COMPANY

Goel Scientific Glass Works Limited (GSGWL): On 27^th April, 2023 your Company acquired 32,91,330 equity shares of ''10

each (representing 90.17% equity share capital) of GSGWL, which is engaged in the manufacturing and supply of industrial glass process system, thereby making it is subsidiary under the provisions of Companies Act, 2013. During the year under review, your Company further acquired 1,98,070 equity shares of '' 10 each from its existing shareholders and also subscribed to further 1,81,21,480 equity shares of '' 10 each, offered by GSGWL on rights basis.

As on date of this report your Company holds 2,16,10,880 equity shares of '' 10 each (representing 99.03% of equity share capital) of GSGWL. GSGWL is a material subsidiary of the Company in terms of Regulation 16(c) of the Listing Regulations.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the website of the Company at https://www.borosilscientific.com/wp-content/uploads/2024/06/ Policy-for-Determining-Material-Subsidiaries.pdf

Performance of Subsidiary Company - Goel Scientific Glass Works Limited (GSGWL):

During F.Y. 2023-24, Goel Scientific Glass Works Limited achieved a Revenue from Operations of '' 4,404.77 lakhs as against '' 6,129.88 lakhs in F.Y. 2022-23. GSGWL ''s loss after tax for the F.Y. 2023-24 was '' 866.12 lakhs as against '' 855.86 lakhs in F.Y. 2022-23. GSGWL''s financial performance was impacted mainly due to lower sales and lower production during the Financial Year 202324. Adequate measures are being taken to improve productivity and sales performance.

CONSOLIDATED FINANCIAL STATEMENTS

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

The Audited Standalone Financial Statements of GSGWL has been uploaded on the website of the Company as per Section 136 of the Act at https://www.borosilscientific.com/investors/ (under subsidiary related information section).

A copy of separate Audited Financial Statements of GSGWL will be provided to the shareholders of the Company, as per their request. Annual Accounts of the Company and that of GSGWL will also be available for inspection at the Registered Office of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The shares of your Company are yet to be listed and is awaiting final listing/ trading permission from the Stock Exchanges. Hence, the Business Responsibility and Sustainability Report (''BRSR'') in terms of Regulation 34(2)(f) of Listing Regulations, is not applicable to your Company.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Secretarial Auditors of the Company 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 https://www.borosilscientific.com/ wp-content/uploads/2024/06/Code-of-Conduct-for-Board-of-Directors-and-Senior-Management-1 .pdf.

The Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the financial year ended 31^st March, 2024.

ESOP SCHEMES

The Company in accordance with the Scheme has formulated a Special Purpose Employee Stock Option Plan (‘Special Purpose ESOP'') by adopting the ESOP Schemes of Borosil Limited viz. (a) Borosil Limited - Special Purpose Employee Stock Option Plan 2020; and (b) Borosil Limited - Employee Stock Option Scheme 2020. Eligible employees to whom options have been granted by Borosil Limited shall be granted 3 (three) options of the Company for every 4 (four) options held in Borosil Limited. Upon listing of the equity shares of the Company and receiving in-principle approval from the stock exchanges for the Special Purpose ESOP, the Company will grant stock options to the eligible employees under the aforesaid Special Purpose ESOP As on date, there are no outstanding options granted under the Special Purpose ESOP. Further, with a view to incentivize and motivate the employees, the Company has formulated and adopted the BSL - Employee Stock Option Scheme (‘BSL - ESOS'') to grant stock options to the eligible employees. The Nomination and Remuneration Committee has been authorized for overall administration and superintendence of BSL - ESOS. A resolution for seeking approval of the Members of the Company has been included in the Notice of the Annual General Meeting. As on date, there are no outstanding options granted under the BSL - ESOS.

As the Company''s Special Purpose ESOP & BSL ESOS are yet to be implemented, the details as required to be disclosed under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and a certificate from the Secretarial Auditor of the Company is not applicable for the year under review.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC.

Board Meetings

The Board of Directors of the Company met Eight (8) times during the year on 20^th May, 2023; 20^th June, 2023; 11^th August, 2023; 23^rd August, 2023; 7^th November, 2023; 23^rd November , 2023; 22^nd December, 2023 and 12^th February, 2024. The Director’s attendance is detailed in the Corporate Governance Report forming part of this Annual Report.

Formal Annual Evaluation

In compliance with the Act and Regulation 17 and other applicable provisions of the Listing Regulations, the performance evaluation of the Board, its Committees and of the Directors was carried out during the year under review.

Manner of effective evaluation

The Company has laid down evaluation criteria in the form of questionnaire, separately for the Board, its Committees and the Directors.

Evaluation of Directors, Board and its Committees

The criteria for evaluation of Directors include parameters such as attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, focus on core values, vision and mission etc. These parameters help to assess the performance and effectiveness of Directors in fulfilling their fiduciary responsibilities and contributing to the overall governance and success of the Company.

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, and whether the Board facilitates the Independent Directors to perform their role effectively.

The criteria for evaluation of Committees include adherence to the roles and functions as defined in their terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc.

Based on the defined criteria, evaluations were conducted for each Director, Committees and the Board of Directors. The observations and feedback from the directors were discussed and presented to the Chairman of the Board. The performance evaluation of NonIndependent Directors, namely, Mr. P K. Kheruka, Mr. Shreevar Kheruka and Mr. Vinayak Patankar and the entire Board was carried out.

The evaluation of performance of the Independent Directors, namely, Mr. Kewal Handa, Mrs. Anupa Sahney and Mr. C. K. Mishra was also conducted.

The Directors expressed their satisfaction with the evaluation process and the performance evaluation of the Board, its Committees, and directors including Independent Directors, was found to be satisfactory.

Board of Directors

Pursuant to the Scheme, Mr. Prashant Amin, Managing Director and Mrs. Shweta Amin, Whole-time Director were categorized as public shareholders and to ensure compliance under Regulation 31A of the Listing Regulation, had stepped down from the Board with effect from 1^st December, 2023, respectively.

Further, during the year, Mr. Rahul Dev and Mr. Raj Kumar Jain, Independent Directors on the Board of the Company also stepped down from their position with effect from 23^rd November, 2023 and 2^nd April, 2024, respectively. The Board at their Meeting held on 23^rd November, 2023 had appointed Mr. Kewal Handa and Mrs. Anupa Sahney, as Additional and Independent Directors on the Board of the Company, not liable to retire by rotation, with effect from said date to hold their office till 28^th February, 2025, respectively. The Board in the same meeting had also appointed and re-designated Mr. Vinayak Patankar as Whole-time Director and CEO of the Company for a period of 3 years w.e.f. 2^nd December, 2023 upto 1^st December, 2026. The Members of the Company at their Extraordinary General Meeting held on 1^st December, 2023 had approved the said appointments.

The Board at their meeting held on 12^th February, 2024 had also appointed Mr. C. K. Mishra as Additional and Independent Director on the Board of the Company, not liable to retire by rotation, to hold office from said date till 11 ^th February, 2029. The same was approved by the Members of the Company at their Extra-ordinary General Meeting held on 8^th May, 2024.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise (including proficiency) and they hold highest standards of integrity.

As on date of this report your Board comprises of:

1. Mr. Kewal Handa, Non-Executive Independent Director, Chairman

2. Mr. P. K. Kheruka, Non-Executive Director, Promoter

3. Mr. Shreevar Kheruka, Non-Executive Director, Promoter

4. Mrs. Anupa Sahney, Non-Executive Independent Director

5. Mr. C. K. Mishra, Non-Executive Independent Director

6. Mr. Vinayak Patankar, Whole-time Director & CEO

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Vinayak Patankar,

retires by rotation at the ensuing 33^rd Annual General Meeting and being eligible, has offered himself for re-appointment. The proposal regarding his re-appointment is placed for approval in the Notice.

KEY MANAGERIAL PERSONNEL

During the year under review Mr. Anurag Jain, Chief Financial Officer and Mr. Chaitanya Chauhan, Company Secretary of the Company stepped down from their position w.e.f. 23^rd November, 2023 and Mr. Rajesh Agrawal and Mr. Tabish Siddiqui were appointed as Chief Financial Officer and Company Secretary of the Company w.e.f. 24^th November, 2023.

Further, Mr. Tabish Siddiqui also stepped down as Company Secretary of the Company w.e.f. 21^st December, 2023 and Ms. Vidhi Sanghvi was appointed as Company Secretary of the Company w.e.f. 22^nd December, 2023. The Board of Directors, at their Meeting held on 21^st May, 2024 have approved the appointment of Mr. Sanjay Gupta, as Company Secretary and Compliance Officer of the Company w.e.f. 22^nd May, 2024 in place of Ms. Vidhi Sanghvi, who resigned from the post effective 21^st May, 2024.

INDEPENDENT DIRECTORS & DECLARATION OF THEIR INDEPENDENCE

The Company has 3 (Three) Independent Directors, namely, Mr. Kewal Handa, Mrs. Anupa Sahney and Mr. C. K. Mishra. The Company has received declaration of independence from them in terms of Section 149 of the Act and also as per Listing Regulations. Further, they have in terms of Section 1 50 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs.

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 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 aforesaid policy is available on the website of the Company at https://www.borosilscientific.com/investor/

Familiarization Programme for Independent Directors The details of familiarization program conducted for Independent Directors are mentioned in the Corporate Governance section, forming part of this Annual Report.

Committees of the Board

The Board of Directors of your Company have constituted / reconstituted following Committees in line with the applicable provisions of the Act and Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders’ Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

More information on all of the above Committees including details of its composition, scope, meetings and attendance are provided in

the Corporate Governance Report, which forms part of this Annual Report.

There are no recommendations of the Audit Committee that have not been accepted by the Board.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT PLAN

In today’s ever evolving business landscape, where multiple uncertainties of varied complexities are at play in tandem, the Company has taken cognizance of the business risks and assures commitment to proactively manage 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) framework. ERM Framework facilitates a co-ordinated and integrated approach for managing Risks & Opportunities across the organization. The management teams across businesses and functions analyze 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 Listing Regulations, the Board has formed a Risk Management Committee, who shall conduct integrated risk and performance reviews along with the Senior Executives engaged in different business divisions and functions and provide feedback and guidance towards the same.

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 dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://www. borosilscientific.com/investor/

All Related Party Transactions (''RPTs''), that were entered into by the Company, during the financial year under review, were on arm’s length basis and in the ordinary course of business. In accordance with the provisions of Section 177 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit Committee for its approval. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement.

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.

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 about the initiatives taken by the Company during the year under review, to be provided in terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure B to this Report (Annual Report on CSR Activities) and are also detailed hereunder.

The CSR Policy is uploaded on the website of the Company and can be accessed at https://www.borosilscientific.com/investor/

('' in lakhs)

No.	CSR Project or activity	Amount spent during FY 2023-24
1	Promoting education, employment enhancing and vocational skills	4,50,000
2	Eradicating hunger, poverty and malnutrition	6,00,000
Total		10,50,000

ANNUAL RETURN

The Annual Return for the financial year 2023-24 as per provisions of the Act and Rules thereto, is available on the Company’s website at https://www.borosilscientific.com/investor/

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 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 the Annual Report and the Policy is hosted on the website of the Company at https://www.borosilscientific.com/ investor/.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Except as disclosed elsewhere in this report, during the year under review, there were no significant/material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

Statutory Auditors

During the year under review, M/s. Pathak H. D. & Associates LLP, Chartered Accountants (Firm Registration No. 107783W/W100593), Statutory Auditors of the Company resigned from their post as Statutory Auditors of the Company effective 22^nd May, 2023 and M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration no.101720W/W100355) were appointed as Statutory Auditors in casual vacancy w.e.f. 22^nd May, 2023 upto the conclusion of 32^nd Annual General Meeting.

M/s. Chaturvedi & Shah LLP were also appointed as Statutory Auditors of the Company at the 32^nd Annual General Meeting held on 17^th August, 2023 for a term of 5 (five) consecutive years from the conclusion of 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Cost Records and Audit

During the financial year 2023-24, 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, were not applicable to the Company.

Secretarial Audit

Secretarial Audit Report dated 21st May, 2024 issued by Mr. Amogh Diwan of M/s Amogh Diwan & Associates, Practicing

Company Secretaries, Secretarial Auditor, is attached hereto as an ''Annexure C'' to this Report of the Company and GSGWL.

AUDITORS'' REPORT

The Statutory Auditor’s Report & Secretarial Audit Report for the financial year 2023-24 are self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer, hence do not call for any further comments. Further, no fraud was reported by them either to the Audit Committee or the Board, under sub-section (12) of Section 143 of the Act.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The shares of your Company are yet to be listed and is awaiting final listing/ trading permission from the Stock Exchanges. Hence, the Annual Secretarial Compliance Report, as required under Regulation 24A of Listing Regulations, was not required to be obtained.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) 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 were no material departures from the same;

b) they 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) they 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) they have prepared the annual accounts on a going concern basis;

e) they 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) they 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 Systems commensurate with its size and nature of business. These internal control systems are designed to ensure that the financial statements are prepared based on reliable information. 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 read with Note Nos. 8 and 16 to the Standalone Financial Statement.

For details of investments made by the Company during the year under review, please refer to Note Nos. 7 and 12 to the Standalone

Financial Statement. The Company did not provide any guarantee/ security during the year under review.

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

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 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 captioned Act. No complaints have been received by these committees till date. The Company has submitted the necessary reports to the concerned authority(ies) confirming the same.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under 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'' and forms a part of this report. The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under 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, is provided in a separate annexure forming part of this report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to [email protected].

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 under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in ‘Annexure - F'' to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

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 any of its subsidiaries.

c) 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.

d) The Company has not accepted any public deposit during the year under review.

e) There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments, which affected the Company’s financial position, between the end of the financial year and the date of this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their deep appreciation for the co-operation received from the Employees, Customers, Government, Regulatory authorities, Vendors, Banks and last but not least, the Shareholders for their unwavering support, during the year under review.

For and on behalf of the Board of Directors Kewal Handa Vinayak Patankar

Place: Mumbai Chairman Whole-time Director

Date: 21^st May, 2024 DIN: 00056826 DIN: 07534225