Dear Members,
Your Directors are pleased to present the Sixty Sixth Annual Report and the Companys audited financial statements for the financial year ended 31 March 2026
The Companys financial performance for the year ended 31 March 2026 is summarised below:
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Revenue from Operations | 2,665.32 | 2,528.82 | 2,665.32 | 2,528.82 |
| Add: Other Income | 95.11 | 74.79 | 95.11 | 74.79 |
| Total Income | 2,760.43 | 2,603.61 | 2,760.43 | 2,603.61 |
| Profit before tax | 466.25 | 426.83 | 465.70 | 426.81 |
| Less: Tax expenses | 114.04 | 104.40 | 114.04 | 104.40 |
| Profit after tax (i) | 352.21 | 322.43 | 351.66 | 322.41 |
| Other Comprehensive Income (net of tax) | 3.20 | -0.48 | 3.25 | -0.48 |
| Total comprehensive income for the year | 355.41 | 321.95 | 354.91 | 321.93 |
| Add: Balance brought forward (ii) | 1,431.99 | 1,148.38 | 1,431.97 | 1,148.38 |
| Amount available for appropriation (i+ii) | 1,784.20 | 1,470.81 | 1,783.63 | 1,470.79 |
| Appropriations: | ||||
| Dividend paid on equity shares | 45.29 | 38.82 | 45.29 | 38.82 |
| Balance carried forward | 1,738.91 | 1,431.99 | 1,738.34 | 1,431.97 |
Your Company reported a strong performance during FY 2025- 26 across its key business divisions. Your Company ended the year with standalone revenue from operations of 2,665.32 crore over previous year corresponding figure of 2,528.82 crore registering a growth of 5.40% . This resulted in profit before tax of 466.25 crore in FY 2025- 26 against 426.83 crore in FY 2024- 25, registering a growth of around 9.23% .
During the year under review, the Company continued to reinforce its position as a leading integrated packaging solutions provider through strategic capacity expansion, portfolio diversification, operational excellence, and sustainability- driven initiatives across its businesses.
A key strategic milestone during the year was the Companys entry into the aluminium cans segment through the establishment of a greenfield manufacturing facility in Uttar Pradesh. The project envisages an overall aluminium beverage can manufacturing capacity of 1.6 billion cans per annum and represents an important step in the Companys long- term growth and diversification strategy. Upon commencement of commercial operations, the project is expected to significantly broaden the Companys packaging portfolio, strengthen its presence in the rapidly growing beverage packaging market, and enhance its capability to offer end- to- end packaging solutions to customers across sectors.
broaden the Companys packaging portfolio, strengthen its presence in the rapidly growing beverage packaging market, and enhance its capability to offer end- to- end packaging solutions to customers across sectors.
The Companys commitment to responsible sourcing, governance, and sustainable business practices received external recognition during the year. The Company was honoured by Gain Skills Business Media for excellence in Sustainable Procurement Initiative and Procurement Governance Practices. In addition, the Company was conferred the "Sustainable Organisation of the Year 2025" award by UBS Forum, acknowledging its continued focus on environmental, social, and governance excellence.
AGI Glaspac achieved significant progress in its expansion initiatives during the year. The greenfield container glass manufacturing project in Madhya Pradesh advanced substantially, with land acquisition completed and civil construction activities progressing as planned. The project is scheduled for commissioning in March 2027 and will add 500 tonnes per day (TPD) of capacity. Upon completion, it is expected to increase the Companys overall container glass manufacturing capacity by approximately 25% while improving access to key consumption markets across India.
1n addition, debottlenecking and brownfield expansion initiatives were successfully implemented across existing facilities, resulting in an increase in container glass capacity from 1,850 TPD to 1,900 TPD and specialty glass capacity from 154 TPD to 200 TPD.
Further strengthening its sustainability credentials, the Bhongir Commercial and Specialty Plants secured the Water Positive Aspiring Certification from the Confederation of Indian Industry (CII) under the Water Neutrality and Positivity Framework aligned with NITI Aayog guidelines.
AGI Glaspac was also certified as a Great Place to Work for the fifth consecutive year, reflecting sustained efforts towards fostering an inclusive, people- centric, and high- performance workplace culture.
AGI Clozure continued to consolidate its leadership position in the premium and security closures segment through investments in advanced manufacturing technologies. These included IoT- enabled production systems, vision- based quality inspection mechanisms, and enhanced decoration capabilities, enabling improved operational efficiency and faster response to evolving customer needs.
The business also expanded its portfolio of wooden caps and specialty closures into new application categories, supported by a strong pipeline of patents and design registrations. These initiatives further strengthened its innovation- led differentiation and market competitiveness.
AGI Plastek continued to advance its sustainability agenda through the development and commercial scale- up of recycled PET (rPET) packaging solutions. During the year, the business introduced 100% rPET bottles and hybrid packaging formats combining recycled and virgin materials, thereby supporting circular economy objectives and reducing environmental impact.
The business also deepened engagement with key customers through the supply of rPET- based packaging solutions across multiple product formats. These initiatives contributed to reducing virgin plastic consumption while reaffirming the Companys commitment to sustainable innovation, responsible manufacturing, and customer- focused growth.
There was no change in the nature of business of the Company during the year.
As of 31 March 2026, the company has two (2) subsidiaries, including one (1) foreign subsidiary. The Company had no Joint Venture or Associate Company during the year under review.
The Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and all its subsidiaries have been prepared, which form part of the Annual Report. (please refer to the consolidated financial statements section of the Annual Report). Further, a statement containing the salient features of the financial statements of the Companys subsidiaries in the prescribed format AOC- 1 forms part of the consolidated financial statements and hence not repeated here for the sake of brevity. The statements provide the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on Companys website www.agigreenpac.com . These documents will also be available for inspection in the Investor Relations section of the Companys website.
The policy for determining material subsidiaries may be accessed on the Companys website at the link: Material Subsidiary Policy
Your Directors have recommended a dividend of 7/- (i.e. 350% per equity share (last year 7/- (i.e. 350% per equity share on each equity share of face value 2/- for the financial year ended 31 March 2026, amounting to 45.29 crore subject to deduction of income tax at source, as applicable. The dividend payout is subject to approval of members at the ensuing Annual General Meeting ("AGM") of the Company.
The dividend will be paid to those shareholders whose names appear in the Register of Members/List of Beneficial Owners (as furnished by National Securities Depository Limited and Central Depository Services (India) Limited) as on 15 September 2026.
The Board proposes not to transfer any amount out of the profit for the year under review to the general reserve.
DEPOSITSYour Company has not accepted any deposits within the meaning of Section 73 of the Act and as such no amount of principal or interest on public deposits was outstanding as on the Balance Sheet date.
In accordance with the provisions of the Act and Articles of Association of the Company, Mrs. Sumita Somany (DIN: 00133612), Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers herself for re- appointment.
Accordingly, as on 31 March 2026, there were eight (8) Directors on the Board of your Company, consisting of four (4) Independent Directors, three (3) Non- Executive Directors and One (1) Executive Director as Chairman and Managing Director (CMD) of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 March 2026 were:
(i) Mr. Sandip Somany, Chairman and Managing Director; (ii) Mr. Rajesh Khosla, Chief Executive Officer; (iii) Mr. Om Prakash Pandey, Chief Financial Officer; and (iv) Mr. Ompal, Company Secretary.
At the 62nd AGM of the Company held on 22 September 2022, the members approved the re- appointment of M/s. Lodha & Co LLP, Chartered Accountants, as statutory auditors of the Company having Firms Registration No. 301051E/E300284 to hold the office till conclusion of 67th AGM of the Company.
The notes on financial statements referred to in the Auditors report are self- explanatory and therefore do not require any further comments.
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made thereunder. The Auditors report does not contain any qualifications, reservations or adverse remarks.
At the 65th AGM of the Company held on 29 August 2025, the shareholders approved the appointment of M/s. DMK Associates, Company Secretaries, (FRN P2006DE003100)
as the Secretarial Auditors of the Company for a period of (five) 5 consecutive years i.e. from FY 2025- 26 to FY 2029- 30.
The Secretarial Audit Report in Form No. MR- 3 for the financial year 2025- 26 is enclosed as Annexure A to this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.
The details pertaining to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure B to this Report.
During the year under review, there was no change in the equity share capital of the Company. The paid- up Equity Share Capital as on 31 March 2026 was 12.94 crore.
During the year under review, the credit ratings of the Company was reviewed by CARE Ratings Limited. A detailed note on the credit ratings of the Company is provided in the Corporate Governance Report section of this Report.
Please refer notes on IEPF as mentioned in Notice of ensuing AGM which forms part of this Annual Report.
In accordance with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2026, as required under Section 92(3) of the Act and prepared in prescribed format (MGT- 7), which will be filed with the Registrar of Companies, is hosted on the Companys website i.e. www.aqigreenpac.com .
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of this Annual Report.
Pursuant to Regulation 34(2)(f) of the Listing Regulations read with and SEBIs Master Circular No. SEBI/HO/49/14/14(7)2025- CFD- POD2/I/3762/2026 dated 30 January 2026, your Company has provided the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. Please refer BRSR which forms part of this Annual Report.
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular training has been imparted to all designated persons by the Company. During the year under review there has been due compliance with the said code.
Your Directors in terms of Section 134(3)(c) of the Act state that:
a) in the preparation of the annual accounts for the year ended 31 March 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same; b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2026 and of the profit of the Company for the year ended on that date; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; 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; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
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; 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; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The report on Corporate Governance as stipulated under Listing Regulations forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the Company, confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arms length basis. The disclosure in Form AOC- 2 is appended as Annexure C to this report.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: Related Party Transaction Policy
Your Directors draw attention of the members to Note no. 54 to the standalone financial statements which set out related party disclosures.
The Company has a Corporate Social Responsibility Committee ("CSR Committee") in place as per the provisions of Section 135 of the Act. The CSR Committee comprising of Mr. Anil Wadhwa as Chairman and Mr. Sandip Somany, Mrs. Sumita Somany and Mr. Rakesh Sarin as other members of the Committee.
The Companys Corporate Social Responsibility Policy (CSR Policy), duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectations of our stakeholders and to continuously improve our social, environmental and economic performance while ensuring sustainability and operational success of our Company. The Company would also undertake other need- based initiatives in compliance with Schedule VII to the Act.
The guiding principles for all CSR initiatives of the Company are as follows:
Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of the Companys profits for social projects; Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and Creating opportunities for employees to participate in socially responsible initiatives.
The CSR Policy may be accessed on the Companys website at the link: Corporate Social Responsibility Policy
The Annual Report on CSR Activities for the financial year 2025- 26 is enclosed as Annexure D to this report.
During the year under review, five (5) Board Meetings were convened and held. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report. The intervening gap between two consecutive meetings was not exceeding the period prescribed under the Companies Act, 2013.
The Audit Committee comprises four (4) members, three (3) of them are being Independent Directors and one (1) is Non- Executive Non- Independent Director. Mr. Rakesh Sarin (Independent Director) is the Chairman of the Committee.
For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.
All the recommendations made by the Audit Committee were accepted by the Board.
The Directors state that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The details with respect to the composition, terms of reference, number of meetings held, etc. of the statutory committees of the Board of Directors are included in the Report on Corporate Governance, which is forming part of this Annual Report.
The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This Policy documents the Companys commitment to maintain an open work environment in which employees, consultants and contractors are able
to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Companys Code of Conduct.
The Vigil Mechanism (Whistle Blower) Policy is available on Companys website at the link: Vigil Mechanism (Whistle Blower) Policy.
The Company has in place a Nomination and Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and fixation of their remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as per the Act and Listing Regulations.
The Remuneration Policy is available on Companys website at the link: Nomination and Remuneration Policy.
The Company has in place a Dividend Distribution Policy as per Regulation 43A of Listing Regulations. The policy was adopted to set out the parameters that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned by the Company. The Policy is hosted on Companys website at the link: Dividend Distribution Policy.
Particulars of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the standalone financial statements (Please refer Note Nos. 7, 8, 13, 17 and 61).
Information required as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E to this Report.
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are available with the Company. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary of the Company.
The Company is committed to ensuring an effective internal control environment that provides, inter alia, an assurance on the orderly and efficient conduct of operations, security of assets, prevention and detection of frauds and errors, accurate and timely completion of accounting records and timely preparation of reliable financial information. The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company uses SAP - a well- accepted Enterprise Resource Planning (ERP) system to record data for accounting, consolidation, and management information purposes and connects to different locations for efficient exchange of information.
The Audit Committee of the Board of Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings, adequacy of internal controls and compliance with accounting policies and regulations. The Companys internal control system is monitored by independent consultants and supplemented by in- house Internal Audit Division.
In line with best practices applicable to organisations of a similar size, nature and complexity, the Company has adequate Internal Financial Controls System which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Companys Internal Financial Controls are designed to provide reliable financial information and to comply with applicable accounting standards.
The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has also adopted a Risk Management Policy which establishes various levels of accountability and overview within the Company.
The Company has in place a Prevention of Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) has been constituted to redress complaints regarding sexual harassment, if any.
The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the applicable provisions relating to the Maternity Benefit Act, 1961 and the rules made thereunder, for the year under review, including all applicable obligations relating to maternity benefits for eligible employees.
The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and Listing Regulations and are independent of the management.
The Independent Directors of the Company are persons of integrity and comprise of appropriate skills/expertise/ competencies (including proficiency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company.
The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.
In a separate meeting of Independent Directors, performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non- executive Directors. The evaluation process has been explained in the Corporate Governance Report section of this Annual Report.
The details of programmes conducted for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company, recent amendments/notifications etc.
has been uploaded on the Companys website at the link: Familiarization of Independent Directors.
For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.
In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes and technology controls are being enhanced in line with evolving threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.
During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
Your Directors would like to express their appreciation for assistance and co- operation received from the financial institutions, banks, 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 all employees of the Company.
For and on behalf of the Board of Directors
Place: Gurugram Chairman and Managing Director Date: 27 April, 2026
AGI Greenpac Limited
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