Borosil Scientific Ltd

To

The Members,

Borosil Scientific Limited

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^s* March, 2024.

FINANCIAL RESULTS

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

•¦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^s* 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 ofyourCompany 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 Flundred 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 theyear 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^s* 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? 3,1 55.11 lakhs in F.Y. 2023-24. Profit After Tax (PAT) during F.Y. 2023-24 was ? 2,348.1 5 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'sfinancial performance was impacted mainly due to lower sales and lower production during the Financial Year 2023- 24. 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^s* 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 Non- Independent 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 I^s* 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^s* 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^s* 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^s* May, 2024.

INDEPENDENT DIRECTORS & DECLARATION OF THEIR INDEPENDENCE

The Company has 3 (Three) Independent Directors, namely, Mr. Kewal Flanda, 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 thefinancial 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/

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.l 01720W/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. Flence, 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 15 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 bsl.secretarial@borosil.com.

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

The information pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required 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.