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 16 th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31 st , 2025.

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

The financial performance of the Company for the year ended 31 st March, 2025 is summarized as under:

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024
Revenue from operations	5530.62	3832.78
Other Income	299.66	217.47
Total Revenue	5830.28	4050.25
Total Expenses [excluding interest & depreciation]	3518.61	2461.75
Profit before Interest, Depreciation & Tax	2311.67	1588.50
Less: Depreciation	195.94	156.12
Less: Interest	266.06	272.32
Profit/(Loss) Before exceptional and extraordinary items and tax	1849.67	1160.07
Less: Exceptional Items	0	0
Profit/(Loss) Before Tax	1849.67	1160.07
Less: Tax Expenses
Current Tax	465.77	291.97
Deferred Tax	(133.30)	9.02
Net Profit / (Loss) after Tax	1517.20	859.08
Add: Amount brought forward from Last Year	454.65	308.07
Balance carried forward to Balance Sheet	1517.20	859.08
Less: Bonus issue	0
Security Premium Reserve	5683.61	712.50
Closing Balance	7655.46	454.65
EPS (Basic and Diluted)	8.58	7.23

Brief description of the Companys working during the year/State of Companys affair:

Your Company is engaged in the business of manufacturing of premium toughened glasses. We process various types of float glass to produce a diverse range of value-added toughened products, including laminated, frosted, tinted, reflective, clear, and double-glazed toughened glass. Our manufacturing processes ensure compliance with the quality standards established by the Bureau of Indian Standards (BIS), and our facilities are ISO 9001:2015 certified. Our toughened glass is used in a variety of demanding applications that require strength and safety, such as in residential and commercial building facades, hospitals, airports, shopping centres and other architectural elements. The Company primarily operates within India, serving segments such as office buildings, hotels, institutions, banks, insurance companies, shopping malls, diplomatic residences, and industrial facilities. Our products are utilized in both exterior and interior applications across the construction, automotive, and industrial sectors. Our business activities are supported by a skilled sales and marketing team with extensive industry experience, enabling us to efficiently process orders from both direct clients and industry partners. The Company

remains committed to quality, safety, and customer satisfaction as it continues to meet the growing demand for high-quality toughened glass solutions across the country.

The Total Revenue comprising of Revenue from its business and operations and Other Income for the financial year ended 31 st March, 2025 is Rs. 5530.62 Lakhs as against Rs. 3832.78 Lakhs in the previous financial year and the Company has earned a Net Profit of Rs. 1517.20 Lakhs as compared to previous years net profit of Rs. 859.08 Lakhs ; as reflected in its profits and Loss accounts.

The management of the Company is contemplating various business plans and also making strategies to develop the business of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserve for the Financial Year ended on 31st March, 2025 as the company incurred loss during the financial year.

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.

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 2025-26.

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

SHARE CAPITAL OF THE COMPANY

The Share capital of the Company as on 31 st March 2025, are as under:

Share capital	Description of Equity Share Capital
a) Authorized Capital:	Rs.20,00,00,000/-(Rupees Twenty Crores) divided into 2,00,00,000 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

Fresh Issue through Initial Public Offer (IPO): During the year under review, the Company issued and allotted fully paid up 57,99,600 Equity Shares of face value of Rs. 10/- each, issued at a price of Rs. 108/- per share (including share premium of Rs. 98/- per Equity Share). Accordingly, paid up equity share capital of the Company increased from 1,18,75,000 Equity Shares to 1,76,74,600 Equity Shares. The aforementioned equity shares of the Company got listed on NSE Emerge Platform on 05 th December, 2024.

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.

INITIAL PUBLIC OFFER (IPO) AND UTILISATION OF IPO PROCEEDS

The Company got listed on Emerge SME Platform of National Stock Exchange of India on 05 th December, 2024 . During the year under review, the company has issued and allotted 57,99,600 Equity Shares of Rs. 108/- aggregating up to Rs. 6,263.56 Lakhs having Face Value of ?‚?10/- each fully paid. The Issue was authorized by the Board of Directors vide a resolution passed at its meeting held on June 22, 2024 and by the shareholders of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013 at the Extra Ordinary General Meeting held on June 25, 2024. The Company has received an in-principle approval from Emerge Platform of the National Stock Exchange of India Limited dated October 30, 2024 for listing of Equity Shares

The Proceeds from the IPO Net off issue of related expenses is Rs. 6,263.56 Lakhs. The object of the same are as follows:

Amount (Rs. in Lakhs)

Sr. No.	Object as disclosed in offer document	Amount disclosed in offer document	Actual utilized amount	Unutilized amount
1.	Purchase of machinery at our existing manufacturing unit	966.81	107.74	859.07
2.	Repayment of certain Borrowings	600.00	374.69	225.31
3.	To meet incremental working capital requirements	2500.00	1000.00	1500.00
4	General corporate purposes	1496.76	890.70	606.06
Total		5563.57	2373.13	3190.44

UTILIZATION OF IPO FUND : The funds raised by the company through Initial Public Offer is utilized for the purpose for which the amount is raised as mentioned in the prospectus and there was no deviation or variation in the Utilization of IPO Fund.

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

Composition of board of directors

The Board is properly constituted as per the provisions of the Companies Act, 2013 and as per provisions of SEBI (LODR) Regulations, 2015.

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 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 15 th AGM and being eligible, has offered himself for re-appointment.

During the financial year 2024-25, no other change took place in the composition of the Board of Directors.

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 16 th Annual General Meeting(AGM) of the Company and was re-appointed by the Shareholders of the Company.

Key Managerial Personnel:

-Resignation of Ms. Neha Jadoun as Company Secretary & Compliance Officer of the company w.e.f. March 20, 2025. And Appointment of Mrs Tanvi Maru as Company Secretary & Compliance Officer of the company w.e.f. April 01, 2025.

-Resignation of Anita Agarwal as CEO w.e.f. 05/07/2024

Except this, there was no other changes took place during the year.

As on 31 st March, 2025, the Board of Directors of the Company comprised of 6 Directors, with Two Executive, one Non-Executive Directors and Three Independent Directors (Non-Executive). The composition of the Board of Directors is as below:

S. 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.	-	Neha Jadoun	Company Secretary and Compliance Officer (KMP)	01/12/2023	20/03/2025
10.	-	Tanvi Maru	Company Secretary and Compliance Officer (KMP)	01/04/2025	-

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 (30.09.2024)
1.	Anita Agarwal	Chairman and Managing Director	21	21	Yes
2.	Mahesh Kumar Agarwal	Director	21	21	Yes
3.	Mahesh Kumar Agarwal	Non-Executive Director	21	21	Yes
4.	Nitin Ghanshyam Hotchandani	Independent Director (Non-Executive)	21	21	Yes
5.	Shalini Sharma	Independent Director (Non-Executive)	21	21	Yes
6.	Ravi Torani	Independent Director (Non-Executive)	21	21	Yes

Retire by Rotation : In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Mahesh Kumar Agarwal (DIN: 02806108), 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.

Familiarization Programme for Independent Directors:

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

a program on how to review, verify and study the financial reports;

a program on Corporate Governance;

provisions under the Companies Act,2013; and

SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

Meeting of Independent Directors:

During the year under review, one Independent Director Meeting held on 17/03/2025 for the F. Y. 2024-25.

The object of Independent Meeting was to review the performance of Non- Independent 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.

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.

Disqualifications of Directors:

During the financial year 2024-2025 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.

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.

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:

Attendance of Board Meetings and Committee Meetings;

Quality of contribution to Board Deliberations;

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

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

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.

COMMITTEES OF THE BOARD:

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

Audit Committee;

Stakeholders Relationship Committee; and

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

The Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

During the year, four committee meetings were held ?€“ 10.07.2024, 12.07.2024, 06.09.2024 and 11.11.2024.

Terms & Scope of Work of Committee:

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;

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

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

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

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

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.

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

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;

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

Scrutiny of inter-corporate loans and investments;

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

Evaluation of internal financial controls and risk management systems;

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

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

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;

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

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;

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;

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;

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

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

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;

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

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.

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 05/07/2024.

Company Secretary and Compliance Officer of our Company would act 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:

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;

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:

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.

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, one committee meeting was held 10/02/2025.

Terms & Scope of Work of Committee:

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

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

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.

MEETINGS:

Board Meetings:

During the year under review, the Company held 21 (twenty-one ) 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.	15.04.2024
2.	16.05.2024
3.	19.06.2024
4.	22.06.2024
5.	25.06.2024
6.	05.07.2024
7.	10.07.2024
8.	12.07.2024
9.	13.07.2024
10.	26.07.2024
11.	28.08.2024
12.	30.08.2024
13.	06.09.2024
14.	25.10.2024
15.	11.11.2024

16.	19.11.2024
17.	20.11.2024
18.	27.11.2024
19.	03.12.2024
20.	05.12.2024
21.	10.02.2025

Annual General Meeting:

For the Financial Year 2023-24, the 15 th Annual General Meeting of the Company was held on 30 th September, 2024 .

Extra Ordinary General Meeting:

As per Section 100 of Companies Act, 2013, the Company has conducted Extra Ordinary General Meeting on 25 th June, 2024 for issuing public issue of upto 65,00,000 Equity Shares to the shareholders of the Company in the FY 2024-25.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

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

MANAGERIAL REMUNERATION :

During the year, the total managerial remuneration paid to the directors of the company was Rs. 58,80,000/-.

AUDITORS & REPORT OF THE AUDITORS:

Statutory Auditor and Their Report

The Members of the Company at the 15th AGM held on 30 th September, 2024, 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 2024-25.

Explanation to Auditors Remark- The Auditors Report read with relevant notes are self-explanatory 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 2025-26:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, The Board has recommended the appointment of M/s Jethani and Associates, Chartered Accountants (ICAI Firm Registration No.010749C), as Statutory Auditors of the Company for a period of one year in this ensuing Annual General Meeting of the Company held for F.Y. ending on 31st March 2025 till the conclusion of the 8 th Annual General Meeting to be held for F.Y. ending on 31st March 2026.

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 2024-25. The Secretarial Audit Report for the financial year ended March 31st, 2025 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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.

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 2024-25; to conduct internal audit for the Company.

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 .

Remuneration of Directors:

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

SN	Name	Designation	Amount (in lakhs )
1.	Anita Agarwal	Managing Director	33.60
2.	Mahesh Kumar Agarwal	Director	21.60
3.	Nitin Hotchandani	Independent Director	1.20
4.	Shalini Sharma	Independent Director	1.20
5.	Ravi Torani	Independent Director	1.20
		Total	58.80

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 2024-25	Mrs. Anita Agarwal - 1.61 :1 Mr. Mahesh Kumar Agarwal \u2013 1.21 :1
2. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager if FY 2024-25	There is approx. 5% increase in the remuneration in the year 2024-25.
3. The percentage increase in the median remuneration of employees in the financial year 2024-25	The percentage increase in the median remuneration of the employees in the financial year 24-25 is 5% to 10%
4. The number of permanent employees on the rolls of the Company as on March 31, 2025	207 employees as at March 31, 2025.
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 2024- 2025	There are no such employees of the company as at 31 st March, 2025 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.

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.

INDUSTRIAL RELATIONS:

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

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.

NON-APPLICABILITY OF CORPORATE GOVERNANCE:

As our Company has been listed on SME Emerge Platform of National Stock exchange Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in 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, Corporate Governance Report does not form a part of this Board Report.

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.

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.

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.

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

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.

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:

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.

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.

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 2024-25 has given unmodified opinion.

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.

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.

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.

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.

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 2024-25, your Company has not received any complaints and no complaints were pending as on 31st March, 2025. Further, the Company ensures that there is a healthy and safe environment for every female employee at the workplace.

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:

Conservation of energy: (Nil)

Technology absorption: (Nil)

Foreign exchange earnings and Outgo: (Nil)

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

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.

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 2024-25 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.

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?€”

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

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;

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;

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

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.

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.

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.

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.

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.

CEO/ CFO Certification:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR) relating to declaration by CEO/CFO is not applicable to the company.

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)