Agarwal Toughened Glass India Ltd Directors Report

To,

The Members,

AGARWAL TOUGHENED GLASS INDIA LIMITED

(FORMERLY KNOWN AS AGARWAL TOUGHENED GLASS INDIA PRIVATE LIMITED)

Your Directors have pleasure in presenting their 15th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2024.

1. Financial summary or highlights/Performance of the Company: f Standalone!

The Companys financial performance, for the year ended 31st March, 2024 is summarized below.

(Rs. In Lakhs)

Particulars	YEAR ENDED 31/03/2024	YEAR ENDED 31/03/2023
Total Revenue	4050.25	4060.33
Total Expenses	2890.18	3920.85
Profit/Loss before Tax	1160.07	139.48
Current Tax	291.96	34.87
Deferred Tax	9.02	(1.74)
Excess/short provision relating to earlier tax	0.00	0.00
Profit/Loss after Tax	859.08	106.35

2. Brief description of the Companys working during the vear/State of Companys affair:

Your Company is engaged in the production of toughened glass by processing several types of glass. We provide a range of thickness and size options for our hardened value-added glasses. Processing the float glass yields the toughened value addition glasses. Following the manufacturing of toughened glass, various types of glasses are produced, including laminated, frosted, tinted, reflecting, clear, and double-glazed toughened glass. Toughened glass is used in many demanding applications because of its strength and safety, such as shower doors, refrigerator trays, mobile screen protectors, bulletproof glass for diving masks, and a variety of plates and cookware. It is also used in architectural glass doors and tables. Toughened glass is also frequently utilized as dividers in buildings housing residential and commercial apartments, hospitals, airports, shopping centers, stairwells, balustrades, and other architectural elements.

The revenue from operations of the Company was Rs. 4,050.26/-(In Lakhs) during the year. Companys working was satisfactory, as during the year company has earned a Net Profit of Rs. 859.08/-(In Lakhs).

3. Web Link of Annual Return, if any -

Pursuant to Section 92(3) read with Rule 12 of Companies (Management and Administration) ^^Ftules^2014 and Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st relations/corporate-governance-disclosures/extract-of-annual-return/

4. Change in the nature of business, if anv:

There were no significant changes in the nature of the business of the Company during the period under review. "

5. Dividend:

The Board of Directors of the Company has not recommended any Dividend during the Financial Year.

6. Transfer to Reserves:

For the period ended 31st March 2024, the Company has not transferred any sum to Reserve.

7. Change of Name:

The Company has not changed its name within the financial year.

8. Share Capital

The Capital structure of the Company remains unchanged during the financial year 2023-24.

Share capital	Description Of Capital
a) Authorized Capital:	Equity: Rs.20,00,00,000/-(Rupees Twenty Crores) divided into 2,00,00,000 equity shares of Rs. 10/-each
b) Issued Capital:	Equity: Rs. 11,87,50,000/- (Rupees Eleven Crores Eighty- Seven Lakhs Fifty Thousand) divided into 1,18,75,000 Equity Shares of Rs. 10/-each
c) Subscribed and Paid-up Capital:	Equity: Rs. 11,87,50,000/- (Rupees Eleven Crores Eighty- Seven Lakhs Fifty Thousand) divided into 1,18,75,000 Equity Shares of Rs. 10/-each

During the year Company Allotted the Bonus Shares of Rs. 7,12,50,000/- (No. of Shares 71,25,000) in the Extra Ordinary General Meeting held on 30th day of October 2023 in the proportion of 3:2, after such allotment of Shares the Paid up Share Capital of the company increase from Rs. 4,75,00,000/- (Rupees Four Crore Seventy-Five Lakhs) divided into 47,50,000 Equity Shares of Rs. 10/- each to Rs. 11,87,50,000/- (Rupees Eleven Crores Eighty-Seven Lakhs Fifty Thousand) divided into 1,18,75,000 Equity Shares of Rs. 10/-each.

During the year under review, the Company has not issued any equity share with differential voting rights hence the disclosure under Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

9. Directors and Key Managerial Personnel:

Directors:

During the year under review, the following changes occurred in the Board of Directors of the Company:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Mahesh Kumar Agarwal (DIN: 02806108), Director of the Company retired by rotation at the 14th Annual General Meeting(AGM) dated September 30, 2023 of the Company and was re-appointed by the Shareholders of the Company.

During the financial year 2023-24, no other change took place in the composition of the Board of Directors.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Uma Shankar Agarwal (DIN: 02806077) shall retire by rotation at the ensuing 15th AGM and being eligible, has offered himself for re-appointment.

Key Managerial Personnel:

The Board of Directors at their meeting held on 01st December, 2023, approved the appointment of Mr. Mangal Ram Prajapati, Chief Financial Officer and Ms. Neha Jadoun, Company Secretary of the Company.

The Board of Directors at their meeting held on 28ll> October, 2023 approved the appointment of Mrs. Anita Agarwal (DIN: 09740258) as Chief Executive Officer of the Company and meeting of Board of Directors held on 05th July, 2024, approved the resignation of Mrs. Anita Agarwal (DIN: 09740258) from the post of Chief Executive Officer of the Company.

The constitution of board and Key managerial personnel are as follows:

S. No.	DIN No.	Name of the Director	Designation	Date of appointment	Date of cessation & Mode of Cessation
1.	02806077	Uma Shankar Agarwal	Director	30/10/2009	-
2.	02806108	Mahesh Kumar Agarwal	Director	30/10/2009	-
3.	09740258	Anita Agarwal	Managing Director	28/09/2022	-
4.	08569325	Nitin Ghanshyam Hotchandani	Independent Director	06/03/2023	-
5.	08494127	Shalini Sharma	Independent Director	06/03/2023	-
6.	06976749	Ravi Torani	Independent Director	06/03/2023	-
7.	09740258	Anita Agarwal	Chief Executive Officer fCEOl	30/10/2023	05/07/2024
8.		Mangal Ram Prajapati	Chief Financial Officer	01/12/2023
9.	"	Neha Jadoun	Company Secretary	01/12/2023	-

10. Committees of the Board:

Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEB1 Listing Regulations:

a) Audit Committee;

b) Stakeholders Relationship Committee; and

c) Nomination and Remuneration Committee

Details of each of these committees are as follows:

AUDIT COMMITTEE:

The Audit Committee was constituted at a meeting of the Board of Directors held on November 20, 2023, pursuant to Section 177 of the Companies Act, 2013.

The Audit Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Nitin Ghanshyam Hotchandani	Chairman	Non- Executive/ Independent Director
Shalini Sharma	Member	Non- Executive/ Independent Director
Uma Shankar Agarwal	Member	Non- Executive Director
Anita Agarwal	Member	Managing Director & Chief Executive Officer

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on November 20, 2023, pursuant to Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Nitin Ghanshyam Hotchandani	Chairman	Non- Executive/ Independent Director
Shalini Sharma	Member	Non- Executive/ Independent Director
Ravi Torani	Member	Non- Executive/ Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE!

The Stakeholders Relationship Committee was constituted at a meeting of the Board of Directors held on November 20, 2023.

The Stakeholders Relationship Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Shalini Sharma	Chairman	Non- Executive/ Independent Director
Nitin Ghanshyam Hotchandani	Member	Non- Executive/ Independent Director
Ravi Torani	Member	Non- Executive/ Independent Director

11. Particulars of Employees:

The Company does not have any employee whose particulars are required to be given in terms of the provisions of Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. Meetings:

A. Board Meetings:

During the year under review, the Company held 14(Fourteen) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

No. of Meeting	Date of Meeting
1.	12-04-23
2.	19-04-23
3.	27-05-23
4.	29-06-23
5.	01-09-23
6.	12-10-23
7.	28-10-23
8.	31-10-23
9.	20-11-23
10.	01-12-23
11.	12-01-24
12.	26-02-24
13.	05-03-24
14.	15-03-24

B. Annual General Meeting:

For the Financial Year 2022-23, the 14th Annual General Meeting of the Company was held on 30th September, 2023.

C. Extra Ordinary General Meeting:

As per Section 100 of Companies Act, 2013, Company conducted Extra Ordinary General Meeting on 30* October, 2023 in the FY 2023-24.

Further the Company has conducted Extra Ordinary General Meeting on 25th June, 2024 for issuing public issue of upto 65,00,000 Equity Shares to the shareholders of the Company.

13. Annual Evaluation:

The provision of section 134(3) (p) relating to Annual Evaluation of Performance of the Board, its committees and of the individual directors is not applicable on the company during the year.

14. Declaration bv an Independent nirprfnrfc)-

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

15. Details of Subsidiarv/loint Ventures/Associate Companies:

The Company does not have any subsidiary, Joint Venture or Associate Company.

16. Managerial Remuneration:

There is managerial remuneration of Rs. 25,20,000/- paid to directors of the company.

17. Auditors:

Pursuant to Section 139 of the Companies Act, 2013, M/S Jethani and Associates, Chartered Accountants (Firm Registration No. 010749C) was appointed as the Statutory Auditor of the Company for the F.Y. 2023-24.

In the upcoming Annual General Meeting going to be held on 30.09.2024, M/S Jethani and Associates having (Firm Registration No. 010749C) will be proposed to be re-appointed as the Statutory Auditors of the Company for the Financial Years i.e. 2024-2025.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

18. Auditors Report:

The notes forming part of the accounts referred to in Auditors Report of the company are self explanatory and, therefore, do not call for any further explanation under the Companies Act, 2013.

19. Disclosure regarding maintenance fllCost Records;

Pursuant to section 148 of companies Act 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, disclosure regarding the maintenance of cost records is not Applicable on the company during the year.

The provisions of Section 204 of the Companies Act, 2013 relating to Secretarial Audit is not applicable on the Company.

21.Internal Audit & Controls:

The provisions of Section 138 of the Companies Act, 2013 relating to Internal Audit is not applicable on the Company.

22. Vigil Mechanism;

During the year the company is not required to establish the vigil mechanism for directors and employees to report the genuine concerns hence the disclosures under section 177 (10) of the Companies Act, 2013 are not applicable on the company.

23. Nomination and Remuneration Policy;

In terms of provisions of Section 178(3) of the Companies Act, 2013 ("Act"), the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy containing the criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The said policy is available on the website of the Company at https://agarwaltuff.com/investor- relation s/cq rpo i s c 10 S u iC S / P oJjcy /

24. Risk management policy;

The Board of Directors facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. At present the Company has not identified any element of risk which may threaten the existence of the Company. Also the provisions of section 134 (3) (n) of the Companies Act, 2013 are not applicable on the company.

25. Material changes anil commitments, if anv. affecting the financial position of the company which has occurred between Hie end of tilt? financial year of the company to which the financial statements relate and the date ol the report;

The Company proposes to undertake an Initial Public Offer (IPO) and proposed to be list on the National Stock Exchange ("NSK").

For the said purpose, the Board of Directors has approved raising of capital by way of issue and allot up to 50,40,000/- equity shares (Fifty Lakh Forty Thousand Equity Shares) of face value of Rs. 10/- each pursuant to an Initial Public Offer in the Board meeting held on 28th October, 2023 which was further approved by the shareholders in the Extra- ordinary general meeting held on 30th October, 2023.

Further the Board in its meeting held on 12th January, 2024, approved the Draft Prospectus in relation to Initial Public Offer of 50,40,000/- equity shares of Rs. 10/- each at a price of Rs. 96/- each.

But the Board in the meeting held on 19th June, 2024 withdraw the Draft Red Herring Prospectus and application of Initial Public Offer (IPO) filed with the SME Platform of the National Stock Exchange of India Limited (NSE) due to some issue with the Merchant Banker.

Afterwards, the Board in the meeting held on 22nd June, 2024 has approved raising of capital by way of issue 65,00,000 (Sixty-Five Lakhs) Equity shares of face value of Rs. 10/- each through an initial public offer which was further approved by the shareholders in the Extra- ordinary general meeting held on 25th June, 2024.

Further the Board in its meeting held on 26th July, 2024, approved the Draft Prospectus in relation to Initial Public Offer of 65,00,000 /- equity shares of Rs. 10/- each.

There have been no other material changes and commitments 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.

Sfi.Dptails of signifirant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future:

There are no significant material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its future operations.

7-7. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Board has adopted the procedures 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 record, and the timely preparation of reliable financial disclosures.

During the financial year under review, the Statutory Auditor in their Report on the Internal Financial Control with reference to financial statements for the financial year 2023-24 has given unmodified opinion.

28.Deposit from Public:

The Company has not accepted any deposits from public and as such, no amount on account ot principal or interest on deposits from public was outstanding as on the date of the balance sheet.

29. Particulars of loans miarantp^ nr invesi-mpntc ,.nHPr section 186:

During the Year under review, the particulars of Loan given, Guarantees given and Investments made and securities provided along with the purpose for which the loan or guarantee, security provided to be utilized by the recipients are provided in the audited Financial statements of the Company read with notes on accounts forming part of the financial statements.

30. Particulars of contracts or arrangements with related parties:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions during the year under review is annexed hereto as Annexure-I in prescribed Form AOC-2 and forms part of this report.

31.Obligation of Disclosure under the Sexual Harassment of Women—At Workplace (Prevention. Prohibition And Redressal) Act, 2013:

The Company has zero tolerance towards Sexual Harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any complaints regarding the sexual harassment.

•39 rnncp^rinn nf energy technology ahsorntion and foreign exchange earnings and outgo:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo:

(a) Conservation of energy: (Nil)

(b) Technology absorption: (Nil)

(c) Foreign exchange earnings and Outgo: (Nil)

33. Corporate Social Responsibility (CSRJ:

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement for constitution of Corporate Social Responsibility Committee.

34. Human Resources:

Company treats its "human resources" as one of its most important assets. Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Company thrust is on the promotion of talent internally through job rotation and job enlargement.

35. Disclosure in Reference of Sub Rule 1 Clause fCl Snh Clause fviii) Of Rll:p 2 Of Companies (Acceptance of Deposits! Rules 2014:

During the FY 2023-2024 the details related to loan/borrowing from the Director and Director Relative are as per the Companies Act 2013, is as per the Financial Statement receive y p auditor and Annexure for the same in the Notes of Account under the head of e ate arty transaction.

36. Directors Responsibility Statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

fa) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

IM The directors had 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 and loss of the company for that period;

rr1 The directors had taken proper and sufficient care 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

ivi The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37 Rppnrting nf Frauds by Auditors:

Fnr the Financial year under review, the Statutory Auditor has not reported any instances of frauds conirnitted in the Company by its Officers or Employees.

3fl Rnarri*<; comment on Auditors* Rqpof ?i

The Board has duly examined the Statutory Auditors Report to the financial statements, which are self-explanatory and since there are no observations, qualifications, or adverse remarks or disclaimer made by the Auditors in their report, it does not call for any further explanations and comments. ^

39. Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

40. Secretarial Standards:

The Company has compiled with Secretarial Standards i.e. SS-1 and SS-2 Issued by the Institute of Company Secretaries of India on Board and General Meetings.

4.1 ? Details of Application made or Proceeding pending under Insolvency and Bankruptcy Code 2016:

During the year under review, there were no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 against the company.

r Valuation done while taking loan and during one-time settlement:

During the year under review, there has been no one-time settlement of loans taken from banks and Financial Institutions.

Acknowledgements:

iv t rs would like to express their sincere appreciation for the assistance and co-operation YourDirec^^ financial institutions, Government Authorities, customers, vendors and receive year under review. Your directors also wish to place on record their deep mem ^appreciation for the committed services by the Companys executives, staff and workers.