Boston Commerce Limited Directors Report

To,

The Members

Boston Commerce Limited

(Formerly known as Boston Bio Systems Limited)

Your directors have great pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended at 31^st March, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial performance for the year under review along with previous years figures is given hereunder:

(Amount in lakhs)

Particulars	For Financial Year Ended
	March 31, 2026	March 31, 2025
Total Income	48.37	19.25
Total Expenditure	765.98	73.98
Profit after Depreciation but before Tax	(717.61)	(54.73)
Less: Current Tax	0.00	0.00
Less: Deferred Tax	0.00	0.00
Profit / (Loss) After Tax	(717.61)	(54.73)

Financial Year 2025-26 was a challenging year for the Company. Despite the financial performance during the year, the Company continued to focus on strengthening its operations, governance and compliance framework and evaluating opportunities for sustainable growth in the future.

STATE OF COMPANIES AFFAIR AND FUTURE OUTLOOK

During the financial year 2025-26, the Company continued to carry on its business activities and evaluate opportunities for strengthening its operations and improving its overall business prospects. The Company reported a loss of 717.61 lakhs for the year under review, as compared to a loss of 54.73 lakhs in the previous financial year 2024-25.

The financial performance during the year reflects the challenging operating environment and the impact of higher expenditure and other factors affecting the Companys operations. The Board and management continue to focus on improving operational efficiency, exercising prudent financial management and strengthening the Companys internal processes, governance and compliance framework.

During the year, the Members also approved the alteration of the Object Clause of the Memorandum of Association, thereby enabling the Company to evaluate business opportunities in additional areas, including information technology and software services, agriculture and allied activities, real estate development, trading, e-commerce and other allied activities. Any new business activity will be undertaken after due consideration of its commercial viability, financial implications, associated risks and applicable regulatory requirements.

The Board remains focused on stabilising the Companys financial position, improving its operating performance and identifying suitable opportunities that may contribute to sustainable growth and long-term value creation for stakeholders.

For a detailed discussion on the Companys performance, industry environment, opportunities, risks and future outlook, reference may be made to the Management Discussion and Analysis Report forming part of this Annual Report.

DIVIDEND

During the reporting period, in order to conserve the resources of the Company for future growth and development, the Board of Directors do not recommend any dividend.

TRANSFER TO RESERVES

During the period under review, no amount was transferred to General Reserve of the Company.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no material change in the nature of the business actually carried on by the Company. However, the Members of the Company approved the alteration of the Object Clause of the Memorandum of Association to broaden the scope of activities that may be undertaken by the Company, including activities relating to information technology and software services, agriculture and allied activities, real estate development, trading, e-commerce and other allied activities. The alteration enables the Company to explore and undertake such business activities as and when considered commercially appropriate, subject to applicable laws and regulatory approvals.

CHANGE IN NAME OF THE COMPANY

During the year under review, the name of the Company was changed from Boston Bio Systems Limited to Boston Commerce Limited.

The Registrar of Companies, Ministry of Corporate Affairs, approved the change of name and issued a fresh Certificate of Incorporation pursuant to change of name on 27th November, 2025. Thereafter, the approval of BSE Limited in respect of the change of name became effective from 20th February, 2026.

Accordingly, with effect from the aforesaid approvals, the Company is known as Boston Commerce Limited (Formerly known as Boston Bio Systems Limited).

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year under review, the Members of the Company, at the 30th Annual General Meeting, approved the alteration of the Object Clause of the Memorandum of Association of the Company pursuant to the applicable provisions of the Companies Act, 2013, inter alia, to enable the Company to undertake additional business activities relating to information technology and software services, agriculture and allied activities, real estate development, trading, e-commerce and other allied activities.

Further, the Members approved the adoption of a new set of Memorandum of Association of the Company in conformity with the provisions of the Companies Act, 2013, in substitution of the existing Memorandum of Association framed under the Companies Act, 1956.

The Members also approved the adoption of a new set of Articles of Association of the Company in conformity with the provisions of the Companies Act, 2013, in substitution and exclusion of the existing Articles of Association of the Company.

The necessary filings in respect of the aforesaid alterations were made with the Registrar of Companies in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund.

CASH FLOW AND FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement form part of the Annual Report.

SHARE CAPITAL

- Authorized Capital

During the year reporting period, the Authorized Share Capital of your Company as on 31st March 2026 stood at Rs. 8,00,00,000/- (Rupees Eight Crores) divided into 80,00,000 Equity Shares of Rs. 10/- each.

- Issued, Subscribed and Paid-up Share Capital

The Issued, Subscribed and Paid-up Share Capital as on 31st March, 2026 was Rs. 7,00,22,000 (Rupees Seven Crores Twenty-Two Thousand) divided into 70,02,200 Equity Shares of 10/- each. During the reporting period, there is no change in the share capital of the company.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the reporting period, the company does not have any holding company or subsidiary company or joint venture.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31st March, 2026 and the date of this Report.

The Company has continued to carry on its business activities in the ordinary course and has taken necessary steps from time to time to strengthen its management, governance and regulatory compliance framework. The changes in the composition of the Board of Directors and Key Managerial Personnel subsequent to the close of the financial year have been appropriately disclosed elsewhere in this Report.

Except for the matters disclosed in this Report, wherever applicable, no event or commitment has occurred subsequent to 31st March, 2026 and up to the date of this Report which has a material impact on the financial position of the Company.

SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly followed by the Company.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- Composition

During the year under review, the composition of the Board of Directors of the Company underwent various changes on account of appointments, resignations and re-designations of Directors. The composition of the Board was maintained in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

None of the Directors or Key Managerial Personnel of the Company is disqualified under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on 31^st March, 2026:

DIN/PAN	Name of the Director	Designation	Date of Appointment	Date of Resignation
03343352	Ghanshyam Dhananjay Gavali	Managing Director	12/02/2024	12/08/2026*
10530036	Yash Arun Chaudhary	Non-Executive Non- Independent Director	12/05/2025	NA
07531342	Aashish Shrirang Dharmadhikari	Independent Director	29/01/2024	12/05/2026*
10469283	Swati Suresh Dhadve	Independent Director	29/01/2024	12/05/2026*
CFNPR3855L	Kunjan Nathabhai Rathod	Chief Financial Officer	12/05/2025	12/08/2026*
AUJPY3287G	Nisha Yadav	Company Secretary	13/10/2025	14/07/2026*

Changes in Board Composition

During the year under review and subsequent to the close of the financial year up to the date of this Report, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

During the Financial Year 2025-26:

1. Mr. Pratik Satish Patil (DIN: 08975756) resigned from the position of Managing Director of the Company with effect from 12th May, 2025.

2. Ms. Seema Baghel (DIN: 08209102) resigned from the position of Additional Director of the Company with effect from 12th May, 2025.

3. Ms. Sadhana Satish Patil (DIN: 09748130) resigned from the position of Director of the Company with effect from 12th May, 2025.

4. Ms. Manpreet Doad Powani resigned from the position of Chief Financial Officer of the Company with effect from 12th May, 2025.

5. Mr. Ghanshyam Dhananjay Gavali (DIN: 03343352) was re-designated from Non-Executive Independent Director to Executive Director of the Company with effect from 12th May, 2025.

6. Mr. Vishnubhai Desai was appointed as an Additional Director in the capacity of Managing Director of the Company with effect from 12th May, 2025.

7. Mr. Yash Arun Chaudhary (DIN: 10530036) was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Company with effect from 12th May, 2025, and his appointment was subsequently regularised by the Members of the Company at the Annual General Meeting held during the Financial Year 2025-26.

8. Mr. Kunjan Nathabhai Rathod was appointed as the Chief Financial Officer of the Company with effect from 12th May, 2025.

9. Mr. Vishnubhai Mohanbhai Desai resigned from the position of Managing Director of the Company with effect from 08th July, 2025. 10. Mr. Ghanshyam Dhananjay Gavali (DIN: 03343352) was re-designated from Executive Director to

Managing Director of the Company with effect from 08th July, 2025.

11. Ms. Mandeep Kaur resigned from the position of Company Secretary of the Company with effect from 13th October, 2025. 12. Ms. Nisha Yadav (Membership No. A63480) was appointed as Company Secretary of the Company with effect from 13th October, 2025.

After the close of the Financial Year 2025-26 and up to the date of this Report:

13. Mr. Aashish Shrirang Dharmadhikari resigned from the position of Independent Director of the

Company with effect from 12th May, 2026.

14. Ms. Swati Suresh Dhadve resigned from the position of Independent Director of the Company with effect from 12th May, 2026. 15. Ms. Jansi Patel (DIN: 11705723) was appointed as an Additional Director in the category of Non-

Executive Independent Director of the Company with effect from 12th May, 2026, and her appointment as an Independent Director was subsequently approved by the Members at the ExtraOrdinary General Meeting held on 5th August, 2026. 16. Ms. Gunjan Jyotishbhai Leuva (DIN: 11705839) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 12th May, 2026, and her appointment as an Independent Director was subsequently approved by the Members at the Extra-Ordinary General Meeting held on 5th August, 2026. 17. CS Deshna Jain (Membership No. A79463) was appointed as the Company Secretary and Compliance

Officer of the Company with effect from 7th July, 2026.

18. Ms. Nisha Yadav resigned from the position of Company Secretary of the Company with effect from

14th July, 2026.

19. Mr. Ghanshyam Dhananjay Gavali (DIN: 03343352) resigned from the positions of Managing Director and Director of the Company with effect from 12th August, 2026. 20. Mr. Kunjan Nathabhai Rathod resigned from the position of Chief Financial Officer of the Company with effect from 12th August, 2026. 21. Mrs. Archana Chaitanya Pandya (DIN: 10147795) was appointed as an Additional Director in the capacity of Whole-Time Director and Chief Financial Officer of the Company with effect from 14th August, 2026.

The Company has received the requisite consents, declarations and disclosures from the Directors, wherever applicable, pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2026 the applicable Indian Accounting Standards have been followed and there are no material departures from the same;

ii) The selected accounting policies were applied consistently and the Directors 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 as at March 31, 2026 and of the loss of the Company for the year ended on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were operating effectively.

vi) Proper systems had been devised in compliance with the provision of the all-applicable laws and such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of 92(3) and Section 134(3) (a) of the Companies, Act,2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year 31st March, 2026 is uploaded on the website of the Company and can be accessed at http://www.bostonbio.in.

CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Corporate Governance provisions as specified in Regulation 17 to 27, clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Paragraph C, D and E of Schedule V are not applicable on the companies whose paid- up share capital and net worth is less than Rupees Ten Crore and Rupees Twenty-Five Crore respectively.

Since the paid-up share capital and net worth of the Company is less than the aforesaid threshold limit, the Company is not required to comply with the above mentioned Corporate Governance provisions.

DETAILS OF THE BOARD MEETINGS HELD DURING THE YEAR 1ST APRIL, 2025 TO 31st March, 2026

The details of the meetings of the Board of Directors held during the financial year 2025-26 and the attendance of each Director of Boston Commerce Limited (Formerly known as Boston Bio Systems Limited) thereat are set out below:

Date	Pratik Satish Patil	Sadhana Satish Patil	Ghanshyam Dhananjay Gavali	Aashish Shrirang Dharmadhikari	Swati Suresh Dhadve	Seema Baghel*	Yash Arun Chaudhary	Vishnubhai Desai
12/05/2025	Present	Present	Present	Present	Present	Present	Present	Present
30/05/2025	NA	NA	Present	Present	Present	NA	Present	Present
08/07/2025	NA	NA	Present	Present	Present	NA	Present	Present
14/08/2025	NA	NA	Present	Present	Present	NA	Present	NA
04/09/2025	NA	NA	Present	Present	Present	NA	Present	NA
13/10/2025	NA	NA	Present	Present	Present	NA	Present	NA
14/11/2025	NA	NA	Present	Present	Present	NA	Present	NA
13/02/2026	NA	NA	Present	Present	Present	NA	Present	NA

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on 30^th May, 2025 at the registered office of the Company.

DIRECTORS RETIRING BY ROTATION

Pursuant to Section 152(6) of the Companies Act, 2013, unless the Articles of Association of the Company provide for the retirement of all Directors at every Annual General Meeting, not less than two-thirds of the total number of Directors of a public company shall be persons whose period of office is liable to determination by retirement by rotation. Further, one-third of such Directors, or the number nearest to one-third, shall retire from office at every Annual General Meeting.

During the year under review and subsequent to the close of the financial year, there were changes in the composition of the Board. Mr. Ghanshyam Dhananjay Gavali (DIN: 03343352) resigned from the office of Managing Director and Director of the Company with effect from 12th August, 2026.

Accordingly, having regard to the composition of the Board as on the date of this Report and the provisions of Section 152(6) of the Companies Act, 2013, Mr. Yash Arun Chaudhary (DIN: 10530036), Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the Declaration of Independence from its Independent Directors confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified from continuing their appointment as Independent Director.

During the year under review the non- executive directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfill the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, all the Independent

Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof, both the Independent Directors are exempted from undertaking online proficiency self-assessment test conducted by the IICA.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section

178(3) of the Companies Act, 2013 can be accessed on the Companys website at http://www.bostonbio.in.

The Objective of the Policy is to ensure that

- The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully. - Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and - Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a Whistle Blower Policy for the Directors and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and provides safeguard against victimization of director or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on the website of the Company at http://www.bostonbio.in.

During the year under review, no complaints have been received by the Company from any whistle blower.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2025-26 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure - I.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under consideration, Statutory Auditor has not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.

HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

17. AUDITORS &THEIR REPORT

- Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, M/s Nahar V & Company, Chartered Accountants (Firm Registration No. 010443C), were appointed as the Statutory Auditors of the Company. During the financial year under review, M/s Nahar V & Company tendered their resignation from the office of Statutory Auditors of the Company with effect from 4th September, 2025, resulting in a casual vacancy in the office of the Statutory Auditors. Pursuant to the provisions of Section 139(8) of the Companies Act, 2013, the Board of Directors appointed M/s Sunit M Chhatbar & Company, Chartered Accountants (Firm Registration No. 141068W), as the Statutory Auditors of the Company on 4th September, 2025, to fill the casual vacancy caused by the resignation of M/s Nahar V & Company, subject to the approval of the Members of the Company in accordance with the applicable provisions of the Act.

M/s Sunit M Chhatbar & Company, Chartered Accountants, have audited the financial statements of the Company for the financial year ended 31st March, 2026. The Statutory Auditors Report on the financial statements of the Company for the financial year ended 31st March, 2026 forms part of the Annual Report. The observations, qualifications, reservations or adverse remarks, if any, made by the Statutory Auditors in their Report and the Boards explanations or comments thereon are dealt with separately in this Report, wherever applicable.

- Secretarial Audit

In terms of the provisions of Section 204 of the Companies Act, 2013 ("the Act") read with Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Shashank Kumar & Associates, Peer Reviewed Practising Company Secretaries, were appointed as the Secretarial Auditor of the Company for the financial year 2025-26.

M/s Shashank Kumar & Associates conducted the Secretarial Audit of the Company for the financial year ended 31st March, 2026. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure-II and forms an integral part of the Directors Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Auditor has, however, observed that there is scope for further strengthening the systems and processes of the Company for monitoring and ensuring compliance with applicable laws, rules, regulations and guidelines. The Board has taken note of the said observation and continues to take appropriate steps to strengthen the Companys compliance monitoring, internal processes and corporate governance framework.

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on 11th September, 2026, considered and recommended the appointment of CS Mehul Raval, Company Secretary in Whole-time Practice (Membership No. A28155 and Certificate of Practice No. 10500), as the Secretarial Auditor of the Company, subject to the approval of the Members at the ensuing Annual General Meeting. In accordance with the applicable provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has recommended his appointment as the Secretarial Auditor of the Company for the FY 2026-27.

- Internal Audit

In terms of the provision of the Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014, the Board had appointed M/s Vyom Advisors (Proprietorship Firm) as

Internal Auditor of the Company for the financial year 2025-2026. The Report of the Internal Auditors is reviewed by the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, there were no transactions held either at arms length or not at arms length basis.

Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not required and hence, the same is not attached with this Report. Details of transactions with related parties have been provided in the notes to the Financial Statements of the Company.

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

The Company does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

Further, details of foreign exchange earnings and outgo, details as mentioned below:

Year	Foreign Outgo	Foreign Exchange Earning
2025-26	NIL	NIL

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more. The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 31, 2026. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys

Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

- Relevant expertise;

- Attendance of Directors in various meetings of the Board and its Committees;- Effective participation in decision making process;- Objectivity and independence;

- Level of awareness and understanding of the Companys business;

- Professional conduct of the directors in various meetings of the Board and its committees;- Compliance with the Code of Conduct of the Company;- Ability to act in the best interest of the Company

INTERNAL FINANCIAL CONTROLS

The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:

(i) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. (ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

(iii) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted. (iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any. (v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

COMMITTEES OF BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board as on 31-03-2026 consist of three (3) Directors of the company. The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company; ii. To review and monitor the auditors independence and performance, and effectiveness of audit process; iii. To examine the financial statement and the auditors report thereon; iv. To approve or any subsequent modification of transactions of the company with related parties; v. To conduct scrutiny of inter-corporate loans and investments; vi. To evaluate undertakings or assets of the company, wherever it is necessary; vii. To evaluate internal financial controls and risk management systems; viii. To monitor the end use of funds raised through public offers and related matters. ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company. x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NUMBER OF MEETINGS HELD AND ATTENDANCE OF AUDIT COMMITTEE DURING THE YEAR FROM 01^ST APRIL, 2025 TO 31st March, 2026

During the financial year 2025-2026 Five (5) Meetings of Audit Committee were held:

- 30.05.2025 - 14.08.2025 - 04.09.2025 - 14.11.2025 - 13.02.2026

Name	Designation	No. of meeting(s) attended
Aashish Shrirang	Chairman, Independent	5
Dharmadhikari	Director
Swati Suresh Dhadve	Member, Independent Director	5
Ghanshyam Dhananjay Gavali	Member, Managing Director	5

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Board was formed in compliance with provisions of Section 178 of Companies Act, 2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014. The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

2. To ensure that

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NO. OF MEETINGS HELD AND ATTENDANCE OF NOMINATION & REMUNERATION COMMITTEE DURING THE YEAR 1ST APRIL, 2025 TO 31st March, 2026

During the financial year 2025-2026 Three (3) meeting of Nomination & Remuneration Committee were held:

- 12.05.2025 - 08.07.2025 - 13.10.2025

Name	Designation	No. of meeting(s) attended
Swati Suresh Dhadve	Chairperson, Independent Director	3
Aashish Shrirang Dharmadhikari	Member, Independent Director	3
Yash Arun Chaudhary	Member, Non-Executive Director	3

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee (SRC) is a key committee under the Companies Act, 2013, primarily responsible for addressing the grievances and concerns of a companys shareholders and other stakeholders.

Resolving Shareholders / Investors Grievances

1. Key Functions of the Stakeholders Relationship Committee:

2. Handling and resolving complaints related to:

3. Transfer/transmission of shares

4. Non-receipt of dividends

5. Non-receipt of annual reports

6. Dematerialization/rematerialization of shares

7. Any other grievance related to shares or debentures and many more.

Investor Grievances

During the financial year 2025-26, the Company received one investor complaint through the SEBI Complaints

Redress System ("SCORES"), which was duly addressed and resolved. No investor complaint remained pending as on

31st March, 2026.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NO. OF MEETINGS HELD AND ATTENDANCE OF STAKEHOLDER RELATIONSHIP COMMITTEE DURING THE YEAR 1ST APRIL, 2025 TO 31st March, 2026

During the financial year 2025-2026 One (1) meeting of Stakeholder Relationship Committee were held:

- 30.05.2025

Name	Designation	No. of meeting(s) attended
Aashish Shrirang Dharmadhikari	Chairperson, Independent	1
	Director
Swati Suresh Dhadve	Member, Independent Director	1
Ghanshyam Dhananjay Gavali	Member, Managing Director	1

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

The Company has in place a policy for the prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act, 2013"). Internal committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the reporting period, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

POLICY FOR PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with Regulation 8 of the said Regulations.

The Code lays down the principles and procedures to be followed for fair disclosure of unpublished price sensitive information and is available on the website of the Company at https://bostonbio.in.

Further, pursuant to Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives. The Code lays down the guidelines, procedures and disclosure requirements to be followed while dealing in the securities of the Company.

The Company Secretary of the Company has been designated as the Compliance Officer for the purpose of administering and monitoring compliance with the said Codes and the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S.NO. PARTICULARS	REMARKS
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	During the financial year under review, no remuneration was paid to any Director and Key Managerial Personnels of the Company for the financial year 2025-26.
2 The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.
3 The percentage increase in the median remuneration of employees in the financial year.
4 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
5 Affirmation that the remuneration is as per the remuneration policy of the Company
6 The number of Permanent employees on the Pay Rolls of the Company	4

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees. Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month; Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company. Nil

DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO SECTION 148(1) OF THE

COMPANIES ACT, 2013

The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2025-26. Hence the clause is not applicable to the Company.

RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Pursuant to rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, no application has been made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

WEBSITE DISCLOSURE

The Company maintains an updated website at https://bostonbio.in, which serves as a comprehensive resource for stakeholders, including shareholders, investors, and the general public. The website contains important information about the Companys operations, corporate governance policies, financial reports, statutory filings, and other relevant details.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under review.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the reporting period:

(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

(c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Companys valued clients for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.