< dhhead> BOARDS REPORT
To , The Members, Borosil Scientific Limited
Your Directors have immense pleasure in presenting the 35th (Thirty Fifth) Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026.
FINANCIAL RESULTS
The Companys financial performance (Standalone and Consolidated) for the FY 2025-26 is summarized below:
(?‚? in lakhs)
| Particulars | Standalone Year ended 31st March, 2026 | Standalone Year ended 31st March, 2025 | Consolidated Year ended 31st March, 2026 | Consolidated Year ended 31st March 2025 |
| Revenue from Operations | 42,753.08 | 39,249.01 | 46,734.15 | 43,848.71 |
| Other Income | 1,018.42 | 776.00 | 954.59 | 781.63 |
| Profit before Finance Cost, Depreciation, Exceptional Items and Tax | 8,021.63 | 6,600.79 | 7,173.96 | 6,041.13 |
| Less: Finance Cost | 42.12 | 77.73 | 112.80 | 154.56 |
| Less: Depreciation and Amortization Expenses | 1,752.11 | 1,691.36 | 1,923.88 | 1,847.45 |
| Profit before Exceptional Items and Tax | 6,227.40 | 4,831.70 | 5,137.28 | 4,039.12 |
| Less: Exceptional Item | 852.82 | - | 852.82 | - |
| Profit before Tax | 5,374.58 | 4,831.70 | 4,284.46 | 4,039.12 |
| Less: Tax Expenses | 1,402.12 | 1,330.04 | 826.34 | 1,366.80 |
| Profit after tax | 3,972.46 | 3,501.66 | 3,458.12 | 2,672.32 |
| Other Comprehensive Income | (45.91) | 7.71 | (3.00) | (21.24) |
| Total Comprehensive Income for the year | 3,926.55 | 3,509.37 | 3,455.12 | 2,651.08 |
The above figures are extracted from the Audited Standalone and Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (the Act) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India ("SEBI").
The Audited Financial Statements as stated above are available on the Companys website at Financials
STATE OF AFFAIRS/REVIEW OF OPERATIONS
a) Standalone During the FY 2025-26, the Company achieved Revenue from Operations of ?‚?42,753.08 lakhs as against ?‚?39,249.01 lakhs in FY 2024-25, representing a growth of 8.93%. The Profit Before Finance Cost, Depreciation and Amortization expenses, Exceptional Items and Tax for the year amounted to ?‚?8,021.63 lakhs, representing EBITDA margin of 18.76%, an increase in EBITDA by 21.53% as compared to the previous financial year. The EBIT margin of the Company during FY 2025-26 was 14.66%. The Company earned Other Income of ?‚?1,018.42 lakhs during FY 2025-26 as compared to ?‚?776.00 lakhs in FY 2024-25 (mainly from interest income and income from investments). The Company recorded Profit Before Tax of ?‚?5,374.58 lakhs in FY 2025-26 as compared to ?‚?4,831.70 lakhs in FY 2024-25. Profit After Tax (PAT) during FY 2025-26 was ?‚?3,972.46 lakhs as against ?‚?3,501.66 lakhs in the FY 2024-25, showing a growth of 13.45%. The effective tax rate for FY 2025-26, including provisions for deferred tax was 26.09%, as compared to an effective tax rate of 27.53% during FY 2024-25. As of 31st March, 2026, the Company had net cash of ?‚?13,498.78 lakhs.
b) Consolidated During the FY 2025-26, the Company achieved Revenue from Operations of ?‚?46,734.15 lakhs as against ?‚?43,848.71 lakhs in FY 2024-25, representing a growth of 6.58%. The Profit Before Finance Cost, Depreciation and Amortization expenses, Exceptional Items and Tax for the year amounted to ?‚?7,173.96 lakhs, representing EBITDA margin of 15.35%, an increase in EBITDA by 18.75%, as compared to the previous financial year. The EBIT margin of the Company during FY 2025-26 was 11.23%. The Company earned Other Income of ?‚?954.59 lakhs in FY 2025-26 as compared to ?‚?781.63 lakhs in FY 2024-25 (mainly from interest income and income from investments). The Company recorded Profit Before Tax of ?‚?4,284.46 lakhs in FY 2025-26 as compared to ?‚?4,039.12 lakhs in FY 2024-25. Profit After Tax (PAT) during FY 2025-26 was 3,458.12 lakhs as against 2,672.32 lakhs in the FY 2024-25, showing a growth of 29.41%. The effective tax rate for FY 2025-26, including provisions for deferred tax was 19.29%, as compared to an effective tax rate of 33.84% during FY 2024-25. As of 31st March, 2026, the Company had net cash of 12,812.91 lakhs.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the Companys financial position, between the end of the financial year and the date of this Report.
DIVIDEND
The Board of Directors of the Company has not recommended any dividend for the year under review, to conserve the resources of the Company for its future growth.
The Company did not fall within the top 1000 listed entities based on the market capitalisation as on 31st December, 2024. However, the Board of Directors of the Company has voluntarily adopted and approved the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), which has been uploaded on the Companys website at Dividend Distribution Policy
RESERVES
During the year under review, the Company has not transferred any amount to General Reserve.
HOLDING, ASSOCIATE AND JOINT VENTURE COMPANY
During the year under review and as on the date of this report, the Company does not have any holding, associate / joint venture company.
SUBSIDIARY COMPANY
Goel Scientific Glass Works Limited ("GSGWL") continued to remain a material subsidiary of the Company in terms of Regulation 16(c) of the SEBI Listing Regulations for the financial year. GSGWL is engaged in manufacturing and supply of industrial glass process systems. During the year under review, the Company subscribed to 1 ,16,81,557 equity shares of 10/- each, offered by GSGWL on rights basis. As on 31st March, 2026, the Company held 3 ,32,92,437 equity shares of 10/- each (representing 99.37% of equity share capital) in GSGWL.
The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the Companys website and can be accessed at Policy for Determining Material Subsidiaries
PERFORMANCE OF SUBSIDIARY COMPANY - GSGWL
During FY 2025-26, GSGWL achieved a revenue from operations of 4,496.65 lakhs as against 4,928.08 lakhs in FY 2024-25. The Loss after Tax for FY 2025-26 stood at 468.85 lakhs as against 699.41 lakhs in FY 2024-25.
While GSGWL recorded a lower revenue compared to the previous year, the reported revenue for FY 2025-26 was impacted by the application of Ind AS revenue recognition requirements, resulting in the deferment of revenue to the subsequent financial year. Further, the execution of certain high-value projects was deferred to the next financial year due to factors beyond the control of GSGWL, despite a significant improvement in order booking during the year.
A statement providing details of performance and salient features of the financial statements of GSGWL, as per Section 129(3) of the Act, is provided as Annexure to the Consolidated Audited Financial Statement and therefore not repeated in this Report to avoid duplication.
Notwithstanding the above, GSGWL reported a lower loss compared to the previous year. The management remains focused on the timely execution of the order book, improving operational performance and achieving sustainable profitability.
The audited financial statement of GSGWL is available on the Companys website and can be accessed at Subsidiary Financials
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act and SEBI Listing Regulations read with Ind-AS-110 Consolidated Financial Statements, the Consolidated Audited Financial Statement forms part of the Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents and the Audited Financial Statement of the Subsidiary Company are available on the Companys website at Financials and Subsidiary Financials.
Any member desirous of obtaining copies of the Financial Statement of the Subsidiary Company may write an e-mail to bsl.secretarial@borosil.com.
EMPLOYEE STOCK OPTION SCHEMES
The Company has implemented the following Employee Stock Option Schemes, in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBE Regulations"):
Special Purpose Employee Stock Option Plan 2023 ("SP - ESP 2023"); and Borosil Scientific Limited - Employee Stock Option Scheme ("BSL ESOS").
The Nomination & Remuneration Committee administers and monitors SP - ESP 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 ESP Schemes viz. SP - ESP 2023 and BSL ESOS have been implemented in accordance with SBE Regulations and in accordance with the resolutions passed by the Board of Directors and the Members, as applicable, respectively. This certificate will be available for inspection by the Members during the AGM.
The details are required to be disclosed under Regulation 14 of SBE Regulations in respect of SP - ESP 2023 and BSL ESOS, are available on the Companys website at ESP Disclosures.
SHARE CAPITAL
During the year under review, the paid-up equity share capital of the Company has increased from 8,89,33,303 fully paid-up equity shares of 11/- each consisting of 8,89,47,050 fully paid-up equity shares of 11/- each, consequent to allotment of 13,747 equity shares of face value of 11/- each upon exercise of stock options under SP - ESP 2023.
During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares, shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees, debentures, bonds or any non-convertible securities and warrants.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as required in terms of SEBI Listing Regulations, forms part of this Report as Annexure - A.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintaining the highest standards of Corporate Governance and adhering to Corporate Governance requirements and transparency in all its dealings and places high emphasis on business ethics.
As per Regulation 34 read with Schedule V to the SEBI Listing Regulations, a separate report on Corporate Governance, together with a certificate from M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.101720W/1100355), Statutory Auditors of the Company, regarding compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms part of this Annual Report.
The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Companys website at Policies. The Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the financial year ended 31st March, 2026.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company did not fall within the top 1000 listed entities based on the market capitalisation as on 31st December, 2024. Hence, in terms of Regulation 34(2 )( f) of the SEBI Listing Regulations, the requirement of Business Responsibility and Sustainability Report ("BRSR") was not applicable to the Company for the year under review.
BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC. Board of Directors
There was no change in the composition of the Board of Directors during the year under review.
The Members at the 34th AGM held on 11th August, 2025, based on the recommendation of the Nomination & Remuneration Committee and Board, had approved the continuation of Directorship of Mr. Pradeep Kumar Kheruka (DIN: 0001699) as a Non-Executive Director after attaining the age of 75 years.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Pradeep Kumar Kheruka (DIN: 0001699), Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee, has recommended his re-appointment.
Further, the existing tenure of Mr. Vinayak Madhukar Patankar (DIN: 07534225) as Whole-time Director & CEO is slated to expire on 1st December, 2026. Accordingly, the Board of Directors, based on recommendation of the Nomination & Remuneration Committee and subject to approval of Members at the ensuing 35th AGM, at its meeting held on 20th May, 2026, has approved the re-appointment of Mr. Vinayak Madhukar Patankar as Whole-time Director & CEO for another term of 3 years we.e.f. 2nd December, 2026.
The resolution(s) seeking Members approval for the above appointment(s) / re-appointment(s) of Directors along with the disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards-2 on General Meetings forms part of the Notice of the ensuing 35th 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
Structured questionnaires were circulated to seek feedback on the functioning of the Board, its Committees and Individual Directors, including the Chairman and Independent Directors. The observations and feedback from the Directors were discussed and the summary of the same was presented to the Nomination & Remuneration Committee and Board.
Evaluation criteria included attendance, participation, integrity, knowledge, independence, and overall contribution to governance. The Boards and Committees evaluation focused on structure, independence, governance, compliance, strategic oversight, effectiveness and decision-making.
The Directors expressed their satisfaction with the evaluation process and the performance evaluation of the Board, its Committees and Directors including Chairman and Independent Directors.
KEY MANAGERIAL PERSONNEL ("KMP")
In terms of the provisions of Section 2(51) and Section 203 of the Act, the following were the KMPs of the Company, as on 31st March, 2026.
Mr. Vinayak Patankar - Whole-time Director and CEO; Mr. Somnath Billur - Chief Financial Officer; Mr. Sanjay Gupta - Company Secretary & Compliance Officer. Subsequent to the year under review, following the resignation of Mr. Sanjay Gupta, effective 20th May, 2026, the Board based on recommendation of the Nomination & Remuneration Committee, has appointed Mr. Ramavtar Sharma as Company Secretary & Compliance Officer, designated as KMP, w.e.f. 21st May, 2026.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC.
The Company has devised and adopted, inter alia, a policy on Directors appointment and remuneration, including Key Managerial Personnel and other employees. This policy outlines the guiding principles for the Nomination and Remuneration Committee to identify persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as organizational achievements and Industry benchmarks.
The salient features of the said policy are set out in the Corporate Governance Report, which forms part of this Annual Report.
The aforesaid policy is available on the website of the Company at Remuneration Policy
BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, which will help the Company retain a competitive advantage. The Policy on the Diversity of the Board of Directors adopted by the Board, sets out its approach to diversity.
BOARD COMMITTEES
As on 31st March, 2026, the Board has the following statutory Committees according to their respective roles and defined scope:
a) Audit Committee b) Nomination & Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social Responsibility Committee e) Risk Management Committee
During the year under review, the Board of Directors accepted all recommendations made by the Committees of the Board, with no instance of non-acceptance. The details of the composition of the Board and its Committees, number of meetings held, attendance of Board and Committee members at such meetings, including the terms of reference of the Committees, are provided in the Corporate Governance Report, which forms part of this Annual Report.
The composition and terms of reference of all the Committees of the Board are in line with the provisions of the Act and the SEBI Listing Regulations.
RISK MANAGEMENT
Amid continuous shift in business paradigm marked by geopolitical shifts, technological disruption, regulatory changes, and market volatility, effective risk management has become essential for sustainable business performance. The Company acknowledges the range of potential risks and remains committed to proactively manage such risks to facilitate the achievement of business objectives.
With this context in mind, the Company has developed and implemented an Enterprise Risk Management ("ERM") Policy and framework, benchmarked with leading international risk management standards such as ISO 31000:2018 and Committee of Sponsoring Organizations of the Treadway Commission ("COSO") - 2017 ERM Integrated Framework. The ERM Policy and Framework outlines the roles and responsibilities of key stakeholders across the organization to strengthen risk governance; establishes processes of risk management, viz. Risk Identification, Assessment, Prioritization, Mitigation, Monitoring and Reporting; and facilitates a coordinated and integrated approach for managing Risks & Opportunities across the organization. The management teams across businesses and functions analyzes risks in their operations and related to their strategic objectives, at least annually, considering bottom-up risk assessment, an external outlook and top management input.
In accordance with the provisions of Regulation 21 of the SEBI Listing Regulations, the Board has voluntarily formed a Risk Management Committee. The Risk Management Committee conducts integrated risk and performance reviews on bi-annual basis along with the Senior Executive engaged in different business divisions and functions. The Committee reviews the top identified enterprise level risks and the effectiveness of the existing controls and developed mitigation plans, to provide feedback and guidance on treatment and mitigation of the existing and emerging risks. The Risk Management Committee has also adopted the practice of reviewing Key Risk Indicators (KRIs) to facilitate in-depth analysis of the identified risks, evaluating the adequacy of existing risk management systems and advising for any additional actions and areas of improvement required for effective implementation of the ERM Policy and Framework. The Committee also ensures the allocation of sufficient resources for the business to effectively mitigate key risks including cyber security risk and ensure that business value is safeguarded and enhanced consistently. The overall ERM program developed by the Company rests on the foundation of continuous training and development of employees across all the levels on risk management practices to enhance the awareness of ERM framework and foster a culture of risk informed decision-making.
COMPLIANCE MANAGEMENT
The Company has established a compliance mechanism to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, commensurate with the size and nature of its operations. During FY 2025-26, compliance certificates received from the respective departments and/or generated through the compliance management tool maintained by the Company were periodically placed before and taken on record by the Board of Directors at its meetings. The Board is of the opinion that the Company has adequate and effective systems and processes to monitor and ensure compliance with applicable legal and regulatory requirements, and that such systems and processes were operating effectively during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has robust framework for identification and monitoring of all related party transactions. Any potential or actual conflict of interest that may arise because of entering into such transactions are promptly informed to the Audit Committee. The Companys Policy on dealing with Related Party Transactions (RPTS), as approved by the Board, is available on the website at Related Party Transaction Policy.
During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and on a terms length basis and in accordance with the Policy on Related Party Transactions.
The Company has not entered into any contract / arrangement / transaction with related parties that is required to be reported in Form No. AOC-2 in terms of Section 134(3 )( h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Members may refer to the notes on Related Party Transactions forming part of Standalone Financial Statement which sets out the disclosures pursuant to Ind AS.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society. All our CSR initiatives are approved by the CSR Committee and Board in line with the Companys 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 2025-26 (\u20b9 in lakhs) |
| 1 | Contribution to Gram Vikas Trust (GVT Krishikul) | 3.59 |
| 2 | Clause (iv) \u2013 animal welfare | |
| 3 | Contribution to Bombay Camping High School Society | 50.00 |
| 4 | Clause (ii) \u2013 promoting education | |
| 5 | Contribution to Shree Sardar Vallabhbhai Patel Rotary General Hospital Trust - for enhancing Urology Department in the Hospital | 12.00 |
| 6 | Clause (i) \u2013 promoting healthcare including preventive healthcare and sanitation | |
| TOTAL | 65.59 |
The Annual Report on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an Annexure - B to this report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the Companys website at CSR Policy.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act, read with Section 134(3 )( a) of the Act and Rules framed thereunder, the Annual Return in Form MGT-7 for FY 2025-26 is available on the website of the Company at Annual Return.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company promotes safe, ethical and compliant conduct across all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has established a robust Vigil Mechanism and a Whistleblower Policy in accordance with the provisions of the Act and the SEBI Listing Regulations. Employees and other stakeholders are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Additional details about the Vigil Mechanism and Whistleblower Policy of the Company are explained in the Corporate Governance Report, which forms part of this Annual Report, and the Policy is available on the website of the Company at Vigil Mechanism / Whistle-Blower Policy.
AUDITORS AND THEIR REPORT
Statutory Auditors
M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.101720W/W100335) were appointed as Statutory Auditors of the Company at the 32nd Annual General Meeting (AGM) held on 17th August, 2023, for a term of 5 (five) consecutive years from the conclusion of the 32nd AGM till the conclusion of the 37th AGM of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.
Cost Records and Audit
During the year under review, maintenance of cost records and the requirement of cost audit, as prescribed under the provisions of Section 148 of the Act and Rules made thereunder, did not apply to the Company.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and Rules made thereunder and Regulation 24A of SEBI Listing Regulations, and pursuant to the recommendations of the Audit Committee and Board of Directors, M/s. Amogh Diwan & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: S2019MH668700), were appointed as Secretarial Auditors of the Company at the 34th Annual General Meeting held on 11th August, 2025, for a term of 5 (five) consecutive years, to conduct the secretarial audit of the Company for the FY 2025-26 until FY 2029-30. The Report of the Secretarial Auditors in Form MR-3 for FY 2025-26 is attached as Annexure - C to this Report.
The Secretarial Audit Report of the Companys material subsidiary i.e. Goel Scientific Glass Works Limited is also attached as Annexure - C1 to this Report.
In terms of the provisions of Regulation 24A of the SEBI Listing Regulations, the Company has obtained a Secretarial Compliance Report for FY 2025-26 from Secretarial Auditor of the Company.
The Secretarial Audit Report(s) and Secretarial Compliance Report do not contain any qualifications, reservations, adverse remarks or disclaimer.
REPORTING OF FRAUD
During the year under review, the Statutory and the Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees, under Section 143(12) of the Act.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the disclosures provided in the Annual Accounts and as per the discussions with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:
a) that in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b) that we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that we have prepared the annual accounts on a going concern basis;
e) that we have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and
f) that we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established internal control systems that are commensurate with its size, scale, and the nature of its operations. These systems encompass well-defined policies and procedures, robust audit and review mechanism.
Roles and responsibilities as across functions are clearly articulated and institutionalized. The Company undertakes periodic reviews of its systems and processes to ensure they remain aligned with the evolving scale and complexity of its operations and the changing business environment.
During the year under review, the effectiveness of internal controls, including both their design and operating effectiveness, was evaluated. No material weaknesses or significant deficiencies were identified.
For FY 2025-26, internal audit activities were carried out by the Companys in-house internal audit team as well as by M/s Mahajan & Abara, Chartered Accountants LLP, the joint internal auditors. The Audit Committee reviews internal audit findings and monitors corrective actions on a quarterly basis.
The Company has established adequate internal financial controls with reference to the financial statements, commensurate with the size and nature of its business. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable accounting standards.
The Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the year under review for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
PARTICULARS OF LOANS GIVEN, GUARANTEES/ SECURITIES PROVIDED AND INVESTMENTS MADE
During the year under review, the Company has not provided any security / guarantee but had given loans and made investment, in compliance with the provisions of Section 186 of the Companies Act, 2013, the details of which are provided in Annexure - D to this report read with Note nos. 7 and 8 to the Standalone Financial Statement.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company maintains a zero-tolerance approach towards sexual harassment at the workplace and has implemented an Anti-Sexual Harassment Policy in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Policy is available on the Companys website at: POSH Policy.
In accordance with the requirements of the POSH Act and the rules framed thereunder, the Company has constituted Internal Complaints Committees (ICCs) to address and resolve complaints relating to sexual harassment at the workplace. A summary of complaints received and addressed during FY 2025-26 is provided below:
Number of complaints received during FY 2025-26 1 Number of complaints disposed of during FY 2025-26 1 Number of cases pending for more than 90 days 1 Number of cases pending on as 31st March, 2026 1
THE CODE ON SOCIAL SECURITY, 2020-MATERNITY BENEFIT
The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/the Code on Social Security, 2020. The Company provides maternity leave and related benefits to eligible employees in accordance with the statutory requirements and is committed to supporting the health, well-being, and work-life balance of its employees during maternity.
PARTICULARS OF EMPLOYEES AND ITS RELATED DISCLOSURES
The disclosures pertaining to remuneration and other details as required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - E to this report.
In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing particulars of employees forms part of this Report. In accordance with the provisions of Section 136 of the Act, this Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection electronically by the Members of the Company. Any Member interested in obtaining a copy thereof may write to the Company Secretary at bsl.secretarial@borsol.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as stipulated under Section 134(3 )( m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are furnished as Annexure - F to this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, issued by the Institute of Company Secretaries of India.
OTHER DISCLOSURES
a) There has been no change in the nature of business of the Company during the year under review.
b) No Director of the Company is in receipt of any remuneration or commission from its subsidiary, except for the sitting fees for attending the meeting of subsidiary company.
c) No significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
d) The Company does not have any scheme or provision of providing money for the purchase of its own shares by employees or by trustees for the benefit of employees.
e) The Company has not accepted any deposits from the public falling within the meaning of the provisions of Sections 73 and 76 of the Act and the Rules framed thereunder.
f) There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Options Schemes referred to in this Report.
g) No application has been made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, as amended from time to time.
h) There was no instance of onetime settlement with any Bank or Financial Institution.
