Glass Wall Systems India Ltd Directors Report

To,

The Members of,

Glass Wall Systems (India) Limited

(Formerly Glass Wall Systems (India) Private Limited)

Your directors take pleasure in presenting the Sixteenth Annual Report on the business and operations of your Company, together with the Audited Financial Statements of the Company for the year ended March 31, 2026.

1. FINANCIAL RESULTS:

The Companys financial performance (Standalone and Consolidated) for the financial year ended March 31, 2026 is given hereunder:

(Rs. in Million)

Particulars	Standalone 31.03.2026	Standalone 31.03.2025	Consolidated 31.03.2026	Consolidated 31.03.2025
Revenue from Operations	4,300.19	2,447.61	4,569.71	2,783.27
Other Income	140.53	69.38	144.54	98.09
Total Income	4,440.72	2,516.99	4,714.25	2,881.36
Less: Total Expenditure	3,425.66	1,927.70	3,603.30	2,125.32
Profit/ (Loss) before exceptional items and Tax	1,015.06	589.29	1,110.95	756.04
Less: Exceptional items	-	-	-	-
Profit/(Loss) Before Tax	1,015.06	589.29	1,110.95	756.04
Less: Tax Expenses
Current Tax	279.69	46.59	297.06	70.32
Deferred Tax	(23.58)	104.61	(24.00)	110.62
Total Tax Expense	256.11	151.20	273.06	180.94
Profit/(Loss) After Tax	758.95	438.09	837.89	575.10

2. STATE OF AFFAIRS OF YOUR COMPANY:

Your Company is engaged in the business of providing complete solutions in the architectural facade industry, specializing in the design, construction, and installation of glass wall curtain systems.

Your Company reported revenue from operations of Rs. 4,300.19 million during the year under review as compared to Rs. 2,447.61 million in the previous financial year, as per the Standalone financial statements. Whereas, Rs. 4,569.71 million during the year under review as compared to Rs. 2,783.27 million in the previous financial year as per the Consolidated financial statements.

Further, your company has earned profit after tax of Rs. 758.95 million during the year under review as compared to profit after tax of Rs. 438.09 million in the previous financial year, as per the Standalone financial statements. Whereas, Rs. 837.89 million during the year under review as compared to profit after tax of Rs. 575.10 million in the previous financial year, as per the Consolidated financial statements.

3. REGISTRAR AND SHARE TRANSFER AGENT:

MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) acts as a Registrar and Share Transfer Agent of the Company. The ISIN allotted to the Company after subdivision is INE644Q01039 for Equity Shares having nominal value of Rs. 2 each.

As of March 31, 2026, all Equity Shares are in dematerialized form.

4. TRANSFER TO RESERVES:

Your directors have decided not to transfer any amount in General Reserves of the Company during the year under review.

5. DIVIDEND:

The Company wishes to utilize earned revenues for future growth and hence have decided not to recommend any payment of dividend on ordinary equity shares as at March 31, 2026.

6. TRANSFER OF UNCLAIMED/ UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company does not have any funds as contemplated under Section 125 of the Companies Act, 2013 ("the Act") lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

7. DEPOSITS:

Your Company has not accepted any Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of your Company.

9. CHANGE IN STATUS OF THE COMPANY:

During the year under review, the Company has undertaken conversion from a private limited company to a public limited company in accordance with the applicable provisions of the Companies Act, 2013 at the Extra- Ordinary General Meeting of the Members of the Company held on April 03, 2025.

As part of this conversion, the name of the Company has been changed from "Glass Wall Systems (India) Private Limited" to "Glass Wall Systems (India) Limited", by removing the word "Private" from its existing name. The necessary approvals have been obtained, and the change is effective from the date of issuance of the fresh certificate of incorporation by the Registrar of Companies and Central Processing Centre dated April 28, 2025.

In line with this change, the Corporate Identification Number (CIN) of the Company has also been changed to U74999MH2010PLC207187.

10. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on March 31, 2026, your Company has a Wholly owned Subsidiary i.e. Yes Systems Private Limited. As on March 31, 2026, there is no Associate and Joint Venture of the Company. During the year under review, the Company acquired 100% (one hundred percent) equity shares of Yes Systems Private Limited ("YSPL") through share purchase agreement dated August 21, 2025, consequently YSPL became a wholly owned subsidiary of the Company.

After closure of financial year, Company has incorporated a new wholly owned subsidiary on July 8, 2026 namely PP Vitrum Systema Technologies Private Limited.

The salient features of the financial statements (highlighting the financial performance) of the subsidiary of the Company as required under Section 129 of the Act in the Form AOC- 1 is enclosed as Annexure A and forms part of the Directors Report.

11. SHARE CAPITAL:

During the year under review, the members of the Company approved sub- division of each Equity Share of the Company having face value of Rs. 10/- (Rupees Ten only) each into 5 (Five) Equity Shares of face value of Rs. 2/- (Rupees Two only) each fully paid up at an Extra- Ordinary General Meeting of the Company held on May 05, 2025.

Pursuant to above, the authorized share capital of the Company changed to Rs. 26,00,00,000/- (Rupees Twenty- Six Crores only) divided into 13,00,00,000/- (Thirteen Crore) Equity Shares of Rs. 2/- (Rupees Two only) each.

During the year under review, the Company has allotted the 87,16,925 (Eighty Seven Lakhs Sixteen Thousand Nine Hundred and Twenty Five) equity shares of the Company of the face value Rs. 2/- (Rupees Two Only) each at an Issue price of INR 177.81 (Indian Rupees One Hundred and Seventy- Seven and eighty- one paise only) each including a premium of INR 175.81 (Indian Rupees One Hundred and Seventy- Five and eighty- one paise only) each on a preferential basis for a consideration other than cash for an amount aggregating up to INR 1,54,99,56,434.25 (Indian Rupees One Hundred and Fifty- Four Crores Ninety- Nine Lakhs Fifty- Six Thousand Four Hundred and Thirty- Four and Twenty- Five Paisa Only) in demand mode as per the provisions of the share purchase agreement dated August 21, 2025.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of Companies (Accounts) Rules, 2014, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure B which is attached hereto and forms part of the Directors Report.

Glass Wall Systems (India) Limited (Formerly Glass Wall Systems (India) Private Limited) 503- 504,5th Floor, A Wing, Marathon Futurex, Mafatlal Mills Compound, N.M. Joshi Marg, Lower Parel (E), Mumbai 400013. Tel./Fax No: +91 22 6103 3456 E: info@glasswallsystem.com W: www.glasswallsystems.in AN ISO 9001: 2008 COMPANY CORPORATE IDENTITY NUMBER: U74999MH2010PLC207187

13. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place a mechanism to identify, assess, evaluate, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company was adopted by the Board on the recommendation of the CSR Committee.

Annual Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is enclosed as Annexure C and forms part of the Directors Report.

15. POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF DUTIES:

The Policy on appointment and remuneration of Directors, Key Managerial Persons and Senior Management including criteria for determining qualifications, positive attributes and directors independence as required under Section 178(3) of the Companies Act, 2013 has been formulated by the Company. The Policy is available on the website of the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of the loans given, guarantees provided and investments made by the Company pursuant to Section 186 of the Act for the year March 31, 2026 are provided in the Notes to the financial statements forming part of this Annual Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions entered into during the financial year under review by the Company were on an arms length basis and in the ordinary course of business. Statement of these transactions is given at Notes to financial statements.

There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The particulars of contracts or arrangements with related parties referred to in Section 188 of the Companies Act, 2013 during the financial year ended on March 31, 2026 are provided in Form AOC 2 enclosed herewith as Annexure D.

18. STATUTORY AUDITORS AND AUDITORS REPORT:

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, the Members of the Company at their 14th Annual General Meeting had re- appointed S R B C & Co. LLP, Chartered Accountants, Mumbai, bearing ICAI Firm Registration No. 324982/E300003, as the Statutory Auditors of the Company for Five Financial Years to hold office from the conclusion of the 14th AGM held on September 30, 2024 until the conclusion of 19th AGM of the Company to be held in the calendar year 2029.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

M/s. S R B C & Co. LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the F.Y. 2025- 26, which forms part of the Annual Report 2025- 26.

There are no qualifications, reservations, adverse remark or disclaimer made by the Statutory Auditors in their Audit Report except for the following observation -

Other Matters

Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for certain changes made, if any, using privileged/ administrative access rights, as described in note 51 to the financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, in respect of accounting software(s) where the audit trail has been enabled. Additionally, for the reasons stated in Note 48 to the financial statements, we are unable to comment on whether audit trail as per the applicable requirements has been preserved by the company as per the statutory requirements for record retention in respect of the year ended March 31, 2026.

Boards Comment on the Auditors Report:

The Board has noted the observation of the Statutory Auditors regarding the audit trail (edit log) feature in the Companys SAP system.

The Company has implemented appropriate controls over the use of privileged/administrative access, and the Statutory Auditors have not reported any instance of tampering with the audit trail during the course of the audit. The Company is taking necessary steps, in consultation with its SAP support team, to strengthen the system configuration and record retention process to ensure compliance with the applicable statutory requirements.

Emphasis of Matter

We draw attention to Note 42 to the consolidated financial statements regarding restatement of prior period comparatives for the year ended March 31, 2025, to give the effect of the adjustments arising from the acquisition of the subsidiary which has been accounted for by the Company in accordance with Appendix C of Ind AS 103 Business Combinations pooling of interest method. Our opinion is not modified in respect of this matter.

Boards Comment on the Auditors Report:

The matter has been appropriately disclosed in Note 42 to the Consolidated Financial Statements. The prior period comparatives for the year ended March 31, 2025 have been restated to give effect to the adjustments arising from the acquisition of the subsidiary, accounted for in accordance with Appendix C of Ind AS 103, "Business Combinations" (Pooling of Interest Method). The Statutory Auditors have drawn attention to the matter in their report; however, their opinion is not modified in respect of this matter.

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

During the year under review, no fraud by the Company, by its officers or employees has been noticed or reported during the course of audit.

20. COST AUDITOR:

The Board of Directors of the Company at their Board meeting held on April 30, 2025 pursuant to the recommendation of Audit Committee had appointed M/s. Dilip M. Malkar & Co., Cost Accountants (Registration No. 101222) as the Cost Auditors of the Company for the Financial Year 2025- 26 at a remuneration of Rs. 70,000/- (Rupees Seventy Thousand only) plus Applicable Tax & re- imbursement of out- of- pocket expenses, subject to the ratification of the said remuneration by the shareholders at the Annual General Meeting, according to Section 148 of the Companies Act, 2013.

The Cost Audit Report was filed with the Central Government within prescribed timelines.

21. SECRETARIAL AUDITOR:

The Board of Directors of the Company at their Board meeting held on December 31, 2025 pursuant to the recommendation of Audit Committee had appointed M/s. Mehta & Mehta, Practicing Company Secretaries as the Secretarial Auditor of the Company for the Financial Year 2025- 26 at a remuneration of Rs. 1,80,000/- (Rupees One Lakh Eighty Thousand Only) plus Applicable Tax & re- imbursement of out- of- pocket expenses.

The Secretarial Audit Report in Form MR- 3 for the financial year under review is annexed to this Report as Annexure F.

22. INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013 and other applicable laws, ASA & Associates LLP, Chartered Accountants were appointed as the Internal Auditors of the Company for the Financial Year 2025- 26, to conduct Internal Audit of the Company.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Board of Directors of your Company comprised of 6 Directors, viz., 2 Executive Directors, 3 Independent Directors and 1 Non- Executive Directors.

Pursuant to provision of Section 203 of the Companies Act, 2013, the Key Managerial Person (KMP) of the Company, till the date of signing this report, is as follows: Mr. Jawahar Hemrajani (DIN: 00740482) Mr. Eshan Hemrajani (DIN: 02987292) Mr. Prakash Bagla (DIN: 03043874) Mr. Siddharth Bafna (DIN: 00689925) Ms. Sunaina Gera (DIN: 07763740) Ms. Nandita Khurana (DIN: 09703228) Mr. Sanjay Sawant - Chief Financial Officer (CFO) Mr. Sagar Lambole - Company Secretary (CS)

During the year under review and till date, following changes took place:

Date	Name of Directors/KMP	Designation	Appointment/Cessation/Change in Designation
April 2, 2025	Ms. Shruti Waghela	Company Secretary	Cessation
April 3, 2025	Ms. Shweta Singh*	Company Secretary	Appointment
May 21, 2025	Mr. Vivek Baid	Chief Financial Officer (CFO)	Cessation
May 21, 2025	Mr. Sanjay Sawant	Chief Financial Officer (CFO)	Appointment
May 21, 2025	Mr. Siddharth Bafna (DIN: 00689925)	Independent Director (Additional)	Appointment
May 21, 2025	Ms. Sunaina Gera (DIN: 07763740)	Independent Director (Additional)	Appointment
May 21, 2025	Mr. Jawahar Hemrajani (DIN: 00740482)	Chairman and Whole Time Director	Change in Designation
May 21, 2025	Mr. Eshan Hemrajani (DIN: 02987292)	Managing Director	Change in Designation
July 22, 2025	Mr. Eshan Hemrajani (DIN: 02987292)*	CEO	Appointment
July 22, 2025	Ms. Nandita Khurana	Independent Director (Additional)	Appointment

Glass Wall Systems (India) Limited (Formerly Glass Wall Systems (India) Private Limited) 503- 504,5th Floor, A Wing, Marathon Futurex, Mafatal Mills Compound, N.M. Joshi Marg, Lower Parel (E), Mumbai 400013. Tel./Fax No: +91 22 6103 3456 E: info@glasswallsystem.com W: www.glasswallsystems.in AN ISO 9001: 2008 COMPANY CORPORATE IDENTITY NUMBER: U74999MH2010PLC201787

July 22, 2026>	Ms. Shweta Singh	Company Secretary	Cessation
August 3, 2026	Mr. Sagar Lamboles	Company Secretary	Appointment

*Ms. Shweta Singh has been appointed as Company Secretary and Key Managerial Personnel of the Company at a meeting of the Board of Directors held on April 3, 2025.

*Mr. Eshan Hemrajani (DIN: 02987292) was appointed as Managing Director at meeting of Board of Directors held on May 21, 2025. He was later also appointed as Chief Executive Officer at meeting of Board of Directors held on July 22, 2025. His revised designation is Managing Director & CEO.

*Mr. Sagar Lambole has been appointed as Company Secretary and Key Managerial Personnel of the Company at a meeting of the Board of Directors held on August 3, 2026.

During the financial year under review, Mr. Siddharth Bafna (DIN: 00689925), Ms. Sunaina Gera (DIN: 07763740), Ms. Nandita Khurana (DIN: 09703228) were appointed as an Additional Independent Directors of the Company with effect from May 21, 2025, pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company. In terms of the applicable provisions of the Companies Act, 2013 and rules made thereunder as amended from time to time, the above said Independent Directors were regularized in the Annual General Meeting held on August 8, 2025.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one- third of the Directors are liable to retire by rotation and shall retire every year and, if eligible, offer themselves for re- appointment at every Annual General Meeting. Consequently, Mr. Eshan Hemrajani (DIN: 02987292) shall retire by rotation at the ensuing Annual General Meeting, being eligible offers himself for re- appointment. The Board recommends his re- appointment.

After closure of financial year, Ms. Shweta Singh has resigned from the position of Company Secretary, Compliance Officer and Key Managerial Personnel after closure of business hours of July 22, 2026. And, Mr. Sagar Lambole has been appointed as Company Secretary, Compliance Officer and Key Managerial Personnel of the Company with effect from August 3, 2026

During the year under review, Mr. Vivek Baid stepped down from the position of Chief Financial Officer and Key Managerial Personnel with effect from May 21, 2025 and appointed as Chief Group Strategy and Finance Officer with effect from May 22, 2025. However, after the end of the financial year, Mr. Vivek Baid has resigned from the position of Chief Group Strategy and Finance Officer with effect from July 31, 2026.

24.DECLARATION OF INDEPENDENT DIRECTORS:

24. DECLARATION OF INDEPENDENT DIRECTORS:As required under Section 149 (7) of the Companies Act, 2013, all the Independent Directors on the Board of the Company have given declarations that they meet the criteria of independence as laid down in section 149 (6) of the Act. They have further confirmed that they have complied with the Companys Code of Conduct and that they have registered their names in the Independent Directors Databank.

25. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, (14) Fourteen Board Meetings were held. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings, wherever required. The necessary quorum was present for all the meetings. The details of the meetings convened during the year are as under:

Dates on which Board Meetings were held	Total Strength of the Board	No. of Directors present
April 3, 2025	3	3
April 30, 2025	3	3
May 21, 2025	3	3
July 22, 2025	5	5
August 5, 2025	6	6
August 18, 2025	6	6
August 20, 2025	6	6
August 22, 2025	6	6
August 28, 2025	6	6
August 31, 2025	6	6
September 2, 2025	6	6
September 5, 2025	6	6
December 31, 2025	6	6
March 6, 2026	6	6

26.COMMITTEES OF THE BOARD:

Audit Committee; Nomination and Remuneration Committee; Corporate Social Responsibility Committee; Stakeholders Relationship Committee and Risk Management Committee have been duly constituted in accordance with the provisions of the Act.

AUDIT COMMITTEE:

During the Financial year 2025- 26, Eight (8) meetings of Audit Committee were held. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings, wherever required. The necessary quorum was present for all the meetings. The details of the meetings convened during the year are as under:

Dates on which Audit Committee Meetings were held	Total Strength of the Board	No. of Directors present
April 30, 2025	3	3
August 5, 2025	3	3
August 18, 2025	3	3
August 20, 2025	3	3
September 2, 2025	3	3
September 5, 2025	3	3
December 31, 2025	3	3
March 6, 2026	3	3

The Composition of Audit Committee during period under review is as under:

Name of the Director	Designation in the Committee
Mr. Siddharth Bafna	Chairman of Committee
Ms. Sunaina Gera	Member
Mr. Prakash Bagla	Member

NOMINATION AND REMUNERATION COMMITTEE:

During the Financial year 2025- 26, Seven (7) meeting of Nomination and Remuneration Committee was held. The necessary quorum was present for all the meetings. The details of the meetings convened during the year are as under:

Dates on which Nomination And Remuneration Committee Meetings were held	Total Strength of the Board	No. of Directors present
April 3, 2025	3	3
April 30, 2025	3	3
May 21, 2025	3	3
July 22, 2025	3	3
August 5, 2025	3	3
August 31, 2025	3	3
September 2, 2025	3	3

The Composition of Nomination and Remuneration Committee during period under review is as under:

Name of the Director	Designation in the Committee
Ms. Sunaina Gera	Chairman of Committee
Mr. Siddharth Bafna	Member
Mr. Prakash Bagla	Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

During the Financial year 2025- 26, One (1) meeting of Corporate Social Responsibility Committee was held on December 31, 2025 wherein necessary quorum was present.

The Composition of Corporate Social Responsibility Committee during period under review is as under:

Name of the Director	Designation in the Committee
Mr. Eshan Hemrajani	Chairman of Committee
Mr. Jawahar Hemrajani	Member
Mr. Siddharth Bafna	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the Financial year 2025- 26, One (1) meeting of Stakeholders Relationship Committee was held on March 06, 2026 wherein necessary quorum was present.

The Composition of Stakeholders Relationship Committee during period under review is as under:

Name of the Director	Designation in the Committee
Ms. Nandita Khurana	Chairman of Committee
Mr. Jawahar Hemrajani	Member
Mr. Prakash Bagla	Member

RISK MANAGEMENT COMMITTEE:

During the Financial year 2025- 26, One (1) meeting of Risk Management Committee was held on March 06, 2026 wherein necessary quorum was present.

The Composition of Risk Management Committee during period under review is as under:

Name of the Director	Designation in the Committee
Mr. Eshan Hemrajani	Chairman of Committee
Mr. Jawahar Hemrajani	Member
Ms. Nandita Khurana	Member

27. ANNUAL EVALUATION:

Considering the limit of paid- up share capital of the Company, the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Companies Accounts) Rules, 2013 relating to formal Annual Evaluation of the Board and that of its committees and the Individual Director is not applicable to the Company.

28. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

a. in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. we have 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 March 31, 2026 and of the profit for the year ended on that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the attached Annual Statement of Accounts for the year ended March 31, 2026 have been on a going concern basis; and e. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

29. VIGIL MECHANISM

The Vigil functions of the Company are being overseen by the Board of Directors. Your directors have provided an avenue for all the employees of the Company as a Whistle Blower to come forward and raise his/her concerns on suspect or wrongful conduct without fear of punishment or unfair treatment through designated Email ID suggestions@glasswallsystem.com.

30. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report except

Contingent liabilities:

The Joint Commissioner (Appeals) adjudicated the Maharashtra VAT (MVAT) assessment for the financial years 2005- 06 to 2017- 18 and Central Sales Tax (CST) assessment for the financial years 2014- 15 and 2015- 16 against which the Company has filed appeals with the Maharashtra Sales Tax Tribunal (MSTT). During the year, MSTT passed an order dated 9 July 2025 quashing the demand and asked relevant authorities to recomputed demand based on its order. Subsequently, the MVAT Department filed a review/rectification application before the MSTT against the said order. However, the MSTT, vide its order dated 4 May 2026, dismissed the review/rectification application and upheld its earlier decision. The Company is awaiting further communication from authorities in this regard.

31. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always provided a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company is actively involved in ensuring that the employees/resources are aware of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and rights thereunder.

The Company has constituted an Internal Committee (IC) as required under POSH Act and the constitution of the committee is in compliance with the said Act.

The Company has also adopted POSH Policy which is in line with requirements of the POSH Act and is fully committed to uphold and maintain the dignity of every woman executive working in the Company. The Companys Policy provides for protection against sexual harassment at workplace and for prevention and redressal of such complaints.

Number of complaints of sexual harassment received in the year: 0 Number of complaints disposed off during the year: 0 Number of cases pending for more than ninety days: 0

32. ANNUAL RETURN:

As per Section 92(3) of the Companies Act, 2013, the copy of the annual return for the Financial Year 2025- 26 shall be made available at https://www.glasswallsystems.in/.

33. CREDIT RATING:

Your Company has sustained credit rating provided by CRISIL Ratings Limited which is CRISIL A2+ for Short Term Rating and CRISIL A- for Long Term Rating.

34. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future, except as stated below -

a) MSTT passed an order dated July 09, 2025 quashing the MVAT and CST demand as disclosed under point 29 above, resulting in a cumulative refund (net of liability in MVAT and CST) across the years.
b) Regional Director, Ministry of Corporate Affairs, Mumbai passed an Order under Section 441 compounding of violation of Section 383A of the Companies Act, 2013 by not appointing whole-time Company Secretary for the period from 24.10.2010 to 09.04.2013. The said offence has been made good by paying compounding fee levied on the Directors and the Company.

35. OTHER DECLARATIONS, INFORMATIONS AND CONFIRMATIONS:

1. Annual General Meeting for the financial year ended March 31, 2025 was held on August 08, 2025.
2. Applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly observed by the Company.
3. The Company has issued any employee stock option during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014. Which are as follows:

During the financial year under review, the Company granted 4,23,192 (Four Lakh Twenty- Three Thousand One Hundred Ninety- Two) Employee Stock Options plan 2025, each convertible into one equity share of face value of Rs. 2/- (Rupees Two only) per share, under the applicable Employee Stock Option Plan of the Company. The options were granted in one or more tranches in accordance with the provisions of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and other applicable provisions of the Companies Act, 2013. The disclosures as required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 form part of this report as Annexure E.

4. The Company has not issued any sweat equity shares during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, the Company did not make any applications under the Insolvency and Bankruptcy Code, 2016 nor there are any proceeding pending under the said Code. Hence, disclosure under this clause is not applicable to the Company.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there were no instances of one- time settlement with any bank or financial institution.

38. COMPLIANCE RELATING TO THE PROVISIONS OF MATERNITY BENEFIT ACT 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the amendments made thereto.

39. ACKNOWLEDGEMENT:

Your Board of Directors place on record their gratefulness for the continued and timely assistance and excellent co- operation received from the Bankers, various Government Departments and valued business associates. At the same time, your directors also express their gratitude to the Companys customers, shareholders, suppliers, dealers and employees for their great support and continued confidence.

For and on behalf of the Board of Directors Glass Wall Systems (India) Limited (Formerly Glass Wall Systems (India) Private Limited)

HEMRAJANI JAWAHAR

Digitally signed by HEMRAJANI JAWAHAR

Date: 2026.08.13

22:53:39 +0530

Jawahar H. Hemrajani Chairman and Whole - Time Director DIN:00740482

Date : August 13, 2026 Place : Mumbai