Agarwal Toughened Glass India Ltd Directors Report

To,

The Members,

AGARWAL TOUGHENED GLASS INDIA LIMITED

(Formerly known as Agarwal Toughened Glass India Private Limited)

Jaipur.

Your directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY: (Standalone)

The financial performance of the Company for the year ended 31st March, 2026 is summarized as under:

Particulars	2025-2026	2024-2025
Revenue from operations	9492.39	5530.62
Other Income	513.88	299.66
Total Revenue	10006.27	5830.28
Total Expenses [excluding interest & depreciation]	6686.00	3518.61
Profit before Interest, Depreciation & Tax	3320.27	2311.67
Less: Depreciation	236.69	195.94
Less: Interest	116.26	266.06
Profit/(Loss) Before exceptional and extraordinary items and tax	7038.95	1849.67
Less: Exceptional Items	0	0
Profit/(Loss) Before Tax	2967.32	1849.67
Less: Tax Expenses
Current Tax	773.53	465.77
Deferred Tax	34.04	(133.30)
Net Profit / (Loss) after Tax	2159.75	1517.20
Add: Amount brought forward from Last Year	7655.45	454.65
Balance carried forward to Balance Sheet	2159.75	1517.20
Less: Bonus issue	0	0
Security Premium Reserve	0	5683.61
Closing Balance	2159.75	7655.45
EPS (Basic and Diluted)	12.22	8.58

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS:

Your Company is engaged in the business of manufacturing premium toughened glass products. The Company processes various types of float glass to manufacture a diverse range of value-added products, including laminated, frosted, tinted, reflective, clear, and double-glazed toughened glass. The manufacturing processes are designed to ensure compliance with the quality standards prescribed by the Bureau of Indian Standards (BIS), and the Companys manufacturing facilities are certified under ISO 9001:2015.The Companys products are widely used in applications where strength, durability, and safety are of paramount importance, including residential and commercial building facades, hospitals, airports, shopping centres, and other architectural structures. The Company primarily operates within India and caters to a broad spectrum of customers, including office buildings, hotels, educational institutions, banks, insurance companies, shopping malls, diplomatic residences, and industrial establishments. Its products find application in both exterior and interior projects across the construction, automotive, and industrial sectors.

The Companys operations are supported by an experienced sales and marketing team, enabling it to effectively serve direct customers as well as industry partners. The Company continues to remain focused on maintaining high standards of quality, safety, innovation, and customer satisfaction while addressing the growing demand for premium toughened glass solutions in the domestic market.

During the financial year ended 31st March, 2026, the Company delivered a strong financial performance. Total Revenue, comprising Revenue from Operations and Other Income, increased to Rs. 10,006.27 Lakhs as compared to Rs. 5,830.28 Lakhs in the previous financial year, representing a growth of approximately 71.62%. The Company reported a Net Profit after Tax of Rs. 2,159.75 Lakhs during the year under review as against Rs. 1,517.20 Lakhs in the previous financial year, registering a growth of approximately 42.35%.

The improvement in the Companys financial performance was driven by increased operational efficiency, higher business volumes, effective cost management, and sustained demand for its products. The management remains focused on strengthening the Companys market position, expanding its customer base, enhancing production capabilities, and exploring new business opportunities to achieve sustainable growth and create long-term value for all stakeholders.The management of the Company continues to evaluate and implement strategic initiatives and business plans aimed at further expanding operations, improving competitiveness, and enhancing shareholder value in the years ahead.

3. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

During the year there was no change in business activity of the company.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserve for the Financial Year ended on 31st March, 2026, as the company incurred loss during the financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

No unpaid/unclaimed dividend or any other amount was required to be transferred to the Investor Education and Protection Fund during the year under review.

6. LISTING FEES:

The Equity Shares of the Company is listed on NSE (SME Platform) Limited and the Company has paid the applicable listing fees to the Stock Exchange for the FY 2026-27.

7. WEB LINK OF ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014, as amended vide MCA notification dated August 28, 2020, a copy of the Annual Return is available on the link https://agarwaltuff.com/investor-relations/corporate-governance-disclosures/extract-of-annual- return/.

8. SHARE CAPITAL OF THE COMPANY

The Share capital of the Company as on 31^st March 2026, are as under:

Share capital	Description of Equity Share Capital
a) Authorized Capital:	Rs. 30,00,00,000 (Rupees Thirty Crores) divided into 3,00,00,000 equity shares of Rs. 10/-each
b) Issued Capital:	Rs. 17,67,46,000/- (Rupees Seventeen Crores Sixty Seven Lakhs Forty Six Thousand only) divided into 176,74,600 Equity Shares of Rs. 10/-each
c) Subscribed and Paid- up Capital:	Rs. 17,67,46,000/- (Rupees Seventeen Crores Sixty-Seven Lakhs Forty Six Thousand only) divided into 1,76,74,600 Equity Shares of Rs. 10/-each

Change in the Authorised Share Capital: In order to facilitate the infusion of fresh equity share capital into the Company, the Board of Directors proposed an increase in the existing Authorised Share Capital of the Company from Rs. 20,00,00,000 (Rupees Twenty Crores Only), divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- each, to Rs. 30,00,00,000 (Rupees Thirty Crores Only), divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- each.The increase in the Authorised Share Capital was approved by the Members at the Annual General Meeting held on 29th September, 2025. The newly created equity shares shall rank pari passu in all respects with the existing equity shares of the Company.

9. INITIAL PUBLIC OFFER fIPO) AND UTILISATION OF IPO PROCEEDS

The Equity Shares of the Company were listed on the NSE Emerge Platform of the National Stock Exchange of India Limited on 05th December, 2024. Pursuant to the Initial Public Offer (IPO), the Company issued and allotted 57,99,600 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 108/- per Equity Share, aggregating to Rs. 6,263.56 Lakhs. The IPO was authorized by the Board of Directors vide resolution passed at its meeting held on 22nd June, 2024 and approved by the shareholders of the Company through a Special Resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013 at the Extra-Ordinary General Meeting held on 25th June, 2024. The Company received in-principle approval from the NSE Emerge Platform of the National Stock Exchange of India Limited for listing of its Equity Shares vide letter dated 30th October, 2024. The net proceeds from the IPO, after deduction of issue-related expenses, amounted to Rs. 6,263.56 Lakhs. The details of utilization of the IPO proceeds as on 31st March, 2026 are as follows:

Sr. No.	Object as disclosed in offer document	Amount disclosed in offer document	Amount Utilized (As on 31.03.2026)	Balance Amount (As on 31.03.2026)
1.	Purchase of machinery at our existing manufacturing unit	966.81	224.36	398.45
2.	Repayment of certain Borrowings	600.00	0	0
3.	To meet incremental working capital requirements	2500.00	0	0
4.	General corporate purposes	1496.76	226.26	0
	Total	5563.57	450.62	398.45

The unutilised amount of Rs. 398.45 Lakhs as on 31st March, 2026, earmarked towards the purchase of machinery at the existing manufacturing unit, is temporarily held in bank balances and short-term deposits and shall be utilised for the stated object in due course.

UTILIZATION OF IPO FUNDS: The funds raised through the Initial Public Offer have been utilised for the purposes for which they were raised, as disclosed in the Prospectus. During the financial year ended 31st March, 2026, there was no deviation or variation in the utilisation of the IPO proceeds from the objects stated in the Prospectus. The Company confirms compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.

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

Subsequent to 31^st March 2026, the shareholders of the Company, at the Extra-Ordinary General Meeting held on 06 May 2026, approved the preferential issue of equity shares and convertible warrants. Pursuant thereto, the Board of Directors, at its meeting held on 03 July 2026, approved the allotment of 16,51,866 equity shares and 45,90,000 convertible warrants at an issue price of ?109 per security. The said allotment has resulted in an increase in the paid-up share capital of the Company and constitutes a material change affecting the financial position of the Company. Except as stated above, there have been no other material changes or commitments affecting the financial position of the Company between 31 March 2026 and the date of this Report.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DIRECTORS:

a) Composition of board of directors

The composition of the Board of Directors of the Company is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

During the financial year ended 31st March, 2026, there was no change in the composition of the Board of Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Rules made thereunder and the Articles of Association of the Company, Mr. Uma Shankar Agarwal (DIN: 02806077), Director of the Company, shall retire by rotation at the ensuing 17th Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Members.

b) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following change took place in the Key Managerial Personnel of the Company during the financial year under review:

• Mrs. Tanvi Maru resigned from the position of Company Secretary & Compliance Officer of the Company with effect from 08th December, 2025.

• Mrs. Varsha Sethi was appointed as Company Secretary & Compliance Officer of the Company with effect from 08th December, 2025.

Except for the above, there were no other changes in the Key Managerial Personnel of the Company during the financial year ended 31st March, 2026.

As on 31st March, 2026, the Board comprised six (6) Directors consisting of two Executive Directors, one Non-Executive Director and three Independent Directors (Non-Executive). The composition of the Board is given below:

Sr. No.	DIN No.	Name of the Director	Designation	Date of appointment	Date of & Mode of Cessation
1.	02806077	Uma Shankar Agarwal	Non-Executive Director	30/10/2009
2.	02806108	Mahesh Kumar Agarwal	Executive 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 (CEO)	30/10/2023	05/07/2024
8.	-	Mangal Ram Prajapati	Chief Financial Officer	01/12/2023	-
9.	-	Tanvi Maru	Company Secretary and Compliance Officer (KMP)	01/04/2025	08/12/2025
10.	-	Varsha Sethi	Company Secretary and Compliance Officer (KMP)	08/12/2025

c) Attendance Record of the Directors at the Board Meetings:

Sr. No.	Name	Designation	No. of meetings entitled to attend	No. of meetings attended	Last AGM Attended (29.09.2025)
1.	Anita Agarwal	Chairman and Managing Director	11	11	Yes
2.	Mahesh Kumar Agarwal	Director	11	11	Yes
3.	Mahesh Kumar Agarwal	Non-Executive Director	11	11	Yes
4.	Nitin Ghanshyam Hotchandani	Independent Director (Non-Executive)	11	11	Yes
5.	Shalini Sharma	Independent Director (Non-Executive)	11	11	Yes
6.	Ravi Torani	Independent Director (Non-Executive)	11	11	Yes

d) Retire by Rotation: In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Uma Shankar Agarwal (DIN: 02806077), Non- Executive Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

A brief profile, expertise of Director and other details as required under the Act, Secretarial Standard-2 and Listing Regulations relating to the director proposed to be re-appointed is annexed to the notice convening the AGM.

e) Familiarization Programme for Independent Directors: The Company conducts a familiarization programme for Independent Directors covering its strategy, operations, business, finance, technology, governance and risk management. Relevant workshops are also conducted on financial reporting, Corporate Governance, the Companies Act, 2013 and SEBI Insider Trading Regulations. The programme was conducted on 10 March 2026 and attended by all Independent Directors. Details are available on the Companys website at the following weblink - https://agarwaltuff.com/investor-relations/corporate-governance-disclosures/

f) Meeting of Independent Directors:

During the year under review, one Independent Director Meeting held on 10th March, 2026 for the F. Y. 2025-26. The object of Independent Meeting was to review the performance of NonIndependent Director and the Board as a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of Independent Director of the Company as earliest possible.

g) Disclosure u/s 184(1) & 164(2) of the Companies Act, 2013:

The Company has received the disclosure in Form DIR-8 & MBP-1 from its Directors being appointed or re- appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 which is required to be disclosed in this report pursuant to Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

h) Disqualifications of Directors:

During the financial year 2025-2026 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBIs Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject “Enforcement of SEBI orders regarding appointment of Directors by Listed Companies”.

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i) Nomination and Remuneration Policy:

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure I to this Report. No Sitting fees have been paid to the non-executive directors and Independent Directors. The Policy is also available on the website of the Company. https://agarwaltuff.com/wp- content/uploads/2024/10/11.-Nomination-and-Remuneration-Policy.pdf.

12. ANNUAL EVALUATION:

The provision of section 134(3) (p) of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

13. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

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.In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (IICA).In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Bank.

14. COMMITTEES OF THE BOARD:

In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has constituted the following Committees:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

The details of each Committee are as follows:

A. AUDIT COMMITTEE:

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

Composition of the Audit Committee:

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

The Company Secretary and Compliance Officer acts as the Secretary to the Audit Committee.

During the year, four committee meetings were held i.e. 30^th April,2025, 20^th May, 2025, 05^th

September,2025 and 11^th November, 2025.

Terms & Scope of Work of Committee:

a) Oversight of our Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c) Reviewing and monitoring the auditors independence and performance and the effectiveness of audit process;

d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

e) Reviewing the financial statements with respect to its unlisted Subsidiary (ies), in particular investments made by such Subsidiary (ies);

f) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions; and

• Modified opinion(s) in the draft audit report.

g) Reviewing, the quarterly financial statements with the management before submission to the Board for approval;

h) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated

in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

i) Approval or any subsequent modification of transactions of our Company with related parties;

j) Scrutiny of inter-corporate loans and investments;

k) Valuation of undertakings or assets of our Company, wherever it is necessary;

l) Evaluation of internal financial controls and risk management systems;

m) Monitoring the end use of funds raised through public offers and related matters;

n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

p) Discussion with internal auditors of any significant findings and follow up thereon;

q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

t) To establish and review the functioning of the whistle blower mechanism;

u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

w) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and

x) Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

B. 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

During the year, one committee meeting was held i.e. 08^th April 2025 and 08^th December, 2025.

The Company Secretary and Compliance Officer of our Company acts as the Secretary to the Nomination and

Remuneration Committee.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

a) 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;

b) 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 while formulating the policy under (b) above, 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:

c) such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

C. 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

During the year, two committee meetings was held i.e. 05^th September 2025 and 11^th November 2025. Terms & Scope of Work of Committee:

The terms of reference of the Stakeholders Relationship Committee include the following:

a) consider and resolve the grievance of security holders of the Company;

b) such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

CSR Committee:

The provisions relating to the constitution of the Corporate Social Responsibility (CSR) Committee became applicable to the Company during the year. However, the Company is not required to constitute a CSR Committee in accordance with the applicable provisions.

15. MEETINGS:

A. Board Meetings:

During the year under review, the Company held 11 (Eleven) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013. And were held on 08-04-2025, 29-04-2025, 30-04-2025, 20-05-2025, 28-06-2025, 21-07-2025, 05-09-2025, 13-10-2025, 11-11-2025, 08-122025 and 27-01-2026.

The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

B. Annual General Meeting:

The 16th Annual General Meeting of the Company for the Financial Year 2025-26 was held on 29th September, 2025.

C. Extra Ordinary General Meeting and Postal Ballot:

No Extra-Ordinary General Meeting and Postal Ballot was held during the Financial Year 2025-26.

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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

17. AUDITORS & REPORT OF THE AUDITORS:

A. Statutory Auditor and Their Report

The Members of the Company at the 16th AGM held on 29th September, 2025 , appointed M/s Jethani and Associates, Chartered Accountants, Jaipur (ICAI Firm Registration No.010749C) as Statutory Auditors of the Company for a period of 1 year to hold office from the conclusion of 15^th AGM till the conclusion of the 16^th AGM to be held in year 2025 of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company for the financial year 2025-26.

Explanation to Auditors Remark-The Auditors Report read with relevant notes are selfexplanatory and not required any comments or Explanation.

Reporting of fraud by Statutory Auditors-There was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

Appointment of Statutory Auditor for the Financial Year 2026-27:

Pursuant to Section 139 of the Act, the tenure of M/s Jethani and Associates, Chartered Accountants, Jaipur, as Statutory Auditors expires at the conclusion of the ensuing 08th Annual General Meeting. Accordingly, the Board of Directors, on the recommendation of the Audit Committee, at its meeting held on August 21^st, 2026, has recommended the appointment of M/s Gopal Sharma & Co., Chartered Accountants, Jaipur (Firm Registration Number: 002803C) as the Statutory Auditors of the Company in place of the retiring auditors, for a period of one year, commencing from the conclusion of the 17th Annual General Meeting until the conclusion of the 18th Annual General Meeting to be held in the year 2027, subject to the approval of the Members at the ensuing Annual General Meeting.

B. Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed CS Monika Gupta (Certificate of Practice No. 8551) on behalf of M/s SKMG & Co. Practicing Company Secretaries Firm (Firm Unique Code-4063), to conduct Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31st, 2026 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except related to CSR.

Boards Reply: The Board has noted the remark of the Secretarial Auditor regarding the Companys coverage under Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR). The Board confirms that the Company is discharging the applicable CSR obligation for the financial years 2024-25 and 2025-26, in accordance with the provisions of the Act and the Rules made thereunder.

C. Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Companys Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

D. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s. Shilpa Mittal (FRN:031124C), Chartered Accountants, for the Financial Year 2025-26; to conduct internal audit for the Company.

18. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, the Board has framed a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of directors. The said policy is available on Companys website www.agarwaltuff.com- https://agarwaltuff.com/investor-relations/corporate-governance- disclosures/policy/

Managerial Remuneration of Directors:

During the year 31st March, 2026, under review, your Company has paid following remuneration / sitting fees to the directors as follows:

Sr. No.	Name	Designation	Amount (in Lakhs )
1.	Anita Agarwal	Managing Director	33.60
2.	Mahesh Kumar Agarwal	Executive Director	25.20
3.	Uma Shankar Agarwal	Non - Executive Director	6.00
4.	Nitin Ghanshyam Hotchandani	Independent Director	3.60
5.	Shalini Sharma	Independent Director	3.60
6.	Ravi Torani	Independent Director	3.60
		Total	75.60

Apart from above, there is no payment of remuneration or sitting to any other directors.

Particulars of Employees and Related Disclosures:

None of the employees was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, disclosure with respect to the same, is not required to be given.

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Particulars	Description
1. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the FY 2025-26	Mrs. Anita Agarwal - 18.67 :1
	Mr. Mahesh Kumar Agarwal - 14 :1
2. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager if FY 2025-26	There is approx. 5% increase in the remuneration in the year 2025-26.
3. The percentage increase in the median remuneration of employees in the financial year 2025-26	The percentage increase in the median remuneration of the employees in the financial year 25-26 is 5% to 10%
4. The number of permanent employees on the rolls of the Company as on March 31, 2026	207 employees as at March 31, 2026.
5. Average percentile increases already made in the salaries of employees other than managing 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	Average percentile increase in the salaries is around 5% in case of employees; remaining no increase in managerial remuneration.
5. Affirmation that the remuneration is as per the Remuneration policy of the Company.	It is affirmed that the remuneration paid is as per the Remuneration policy of the Company.
6. Names of the top 10 employees of the Company in terms of the remuneration withdrawn in the Financial Year 2025- 2026	There are no such employees of the company as at 31st March, 2026 to whom remuneration of Rs. 1,02,00,000/- or more per annum and Rs. 8,50,000/- or more per month were paid in accordance with the provision of Section 197 (12) of the Act read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR:

There are no frauds reported for the period under review by the Auditors under section 143(12) of the Companies Act, 2013 and hence, the said disclosure requirements are not applicable.

20. INDUSTRIAL RELATIONS:

During the year under review, the Company enjoyed cordial relations with workers, employees, Bankers, Shareholders and all stakeholders at all levels.

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

In accordance with Section 118 of the Companies Act, 2013, the Company affirms that it has adhered

to the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has ensured compliance with Secretarial Standards SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), as issued by the ICSI, pertaining to Board Meetings and General Meetings respectively.

22. NON-APPLICABILITY OF CORPORATE GOVERNANCE:

As our Company is listed on the listed on SME Emerge Platform of National Stock exchange Limited (NSE), by virtue of Regulation 15(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the compliance requirements related to the Corporate Governance provisions as specified under Regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Board Report.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company is exempted from reporting on Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of Listing Regulations.

24. NON-APPLICABILITY OF INDIAN ACCOUNTING STANDARDS:

As per the provisions of Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on NSE Emerge platform, it is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial Statements.

25. 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.

26. 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-relations/corporate-governance- disclosures/policy/.

27. 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.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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.

29. 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 2025-26 has given unmodified opinion.

30. DEPOSIT FROM PUBLIC:

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

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER 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.

32. 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.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure - III.

34. 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.

During the financial year ended 31 March 2026, the Company has not received any complaints of sexual harassment and no complaints were pending at the beginning or end of the financial year. The Company continues to ensure a safe, healthy, and secure working environment for all employees, with special emphasis on the well-being of women employees.

35. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION 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)

36. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year 2025-26, the provisions of Section 135 of the Companies Act, 2013 relating to CSR are applicable to the Company and the Company has complied with the applicable provisions of the Act and the relevant rules, to the extent possible. However, the Company is not required to constitute a CSR Committee in accordance with the applicable provisions.

37. 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.

38. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014:

During the FY 2025-26 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 received by the auditor and Annexure for the same in the Notes of Account under the head of Related Party transaction.

39. 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—

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

b) 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;

c) 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

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) 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.

40. 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.

41. 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.

42. 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.

43. CEO/ CFO CERTIFICATION:

Pursuant to Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company being listed on SME platform is exempt from the applicability of corporate governance provisions specified under Regulations 17 to 27 of the SEBI (LODR) Regulations, 2015. Accordingly, the requirement of CEO/CFO certification under Para D of Schedule V of SEBI (LODR) Regulations, 2015 is not applicable to the Company.

44. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, Government Authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

FOR AGARWAL TOUGHENED GLASS INDIA LIMITED

Formerly known as Agarwal Toughened Glass India Private Limited)

Sd/-	Sd/-
ANITA AGARWAL	MAHESH KUMAR AGARWAL
MANAGING DIRECTOR	DIRECTOR
(DIN:09740258)	(DIN:02806108)
Date: 21.08.2026
Place: Jaipur