GLEN Industries Ltd Directors Report

REPORT OF THE DIRECTORS:

Your Directors are pleased to present 18^th Annual Report and Companys Audited Financial Statement for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

	CONSOLIDATED		STANDALONE
PARTICULARS	CURRENT YEAR	PREVIOUS YEAR	CURRENT YEAR	PREVIOUS YEAR
	(31.03.2025)	(31.03.2024)	(31.03.2025)	(31.03.2024)
	Amount (Rs.)	Amount (Rs.)	Amount (Rs.)	Amount (Rs.)
Revenue from Operations	1,70,66,08,379	1,44,58,39,175	1,70,66,08,379	1,44,58,39,175
Other Income	51,63,109	27,99,286	51,55,896	27,87,994
Total Revenue	1,71,17,71,488	1,44,86,38,461	1,71,17,64,275	1,44,86,27,169
Total Expenses	1,46,72,95,570	1,33,45,18,870	1,46,70,54,501	1,33.44,69,383
Profit/(Loss) Before Taxation	24,44,75,917	11,41,19,591	24,47,09,773	11,41,57,786
Extraordinary items	.	.
Profit before Tax	24,44,75,917	11,41,19,591	24,47,09,773	11,41,57,786
Less: Income Tax Current Year	5,37,60,963	2,01,78.920	5,37,60,963	2,01,78,920
Deferred Tax	84,84.008	87,80,904	84,84,008	87,80,904
Net Profit/(Loss) After Tax	18,22,30,946	8,51,59,767	18,24,64,802	8,51,97,962
Earning Per Equity Share (EPS)	10.37	82.42	10.39	82.46
Restated EPS	10.37	82.42	10.39	82.46

2. Result of Operations and the State of the Companys Affairs:

Your Directors have pleasure to announce for achieving consolidated basic turnover of Rs. 1,70,66,08,379/- and consolidated profit of Rs. 18,22,30,946/- and standalone profit of Rs. 18,24,64,802/- during Financial Year 2024-2025 vis-a-vis consolidated profit of Rs. 8,51,59,767/- and standalone profit of Rs. 8,51,97,962/- in the previous year.

3. Transfer to Reserves:

During the year under review, Rs. 18,00,00,000/- (Rupees Eighteen Crore Only) amount was transferred to the General Reserves for the financial year 2024-25.

4. Dividend:

To strengthen the financial position of the Company and to augment long term funds for expansion of business and working capital, your directors regret not to declare any dividend.

5. Transfer of unclaimed dividend to investor education and protection fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared in the previous years.

6. Share Capital:

During the period under review, the Authorized Equity Share Capital of the Company has been increased from Rs. 1,39,00,000/- to Rs. 24,50,00,000/-

Consequently, the revised Authorized Share Capital comprises of 2,45.00,000 equity share of Rs. 10/- each and 4,71,000 preference shares of Rs. 100/- each amounting to Rs. 29,21,00,000/-

During the year, bonus issue of Rs. 16,53,13,600/- has been issued consisting of 1,65,31,360 Equity shares of Rs. 10/- each.

During the year, 8% Optionally Convertible Redeemable Preference shares amounting to Rs. 1,85,00,000/- and 2% Optionally Convertible Redeemable Preference shares amounting to Rs. 2,85,99,000/- has been redeemed.

Consequently, the issued, subscribed and paid-up share capital of your Company stood at Rs. 17,56,45,700/- before the public issue of the equity shares. It comprises of 1,75,64,570 Equity shares of Rs. 10/- each fully paid-up.

The Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options during the Financial Year ended 31^st March, 2025.

Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors in their meeting held on July 11 2025 has further allotted 64,96,800 Equity Shares of Rs. 10/- each at price of Rs. 97/- per Equity Share (including a share premium of Rs. 87/- Per Equity Share) out of which 3,25,200 Equity shares of Rs. 10/- each at price of Rs. 97/- per Equity Share (including a share premium of Rs. 87/- Per Equity Share) has been allotted to Market Maker, 1,53,600 Equity shares of Rs. 10/- each at price of Rs. 97/- per Equity Share (including a share premium of Rs. 82/- Per Equity Share) has been allotted to Employee and 60,18,000 Equity shares of Rs. 10/- each at price of Rs. 97/- per Equity Share (Including a share premium of Rs. 87/- Per Equity Share) has been allotted to Public.

Accordingly, the current Issued, Subscribed and Paid-up Capital of the Company stands at Rs. 24,06,13,700/- (Rupees Twenty Four Crore Six Lakhs Thirteen Thousand Seven Hundred Only) divided into 2,40,61,370 (Two Crore Forty Lakhs Sixty One Thousand Three Hundred and Seventy) Equity Shares of Rs. 10/- each.

7. Initial Public Offer And Listing Of Equity Shares

The Board of Directors had. in their meeting held on Monday, September 16, 2024, proposed the Initial Public Offer of not exceeding 64,96,800 (Six four Lakh Ninety-Six Thousand and Eight Hundred only) equity shares at such price as may be decided by the Board of Directors in consultation with the Lead Manager. The Members of your Company had also approved the proposal of the Board of Directors in their Extra-ordinary General Meeting held on Monday, 30th September, 2024.

Pursuant to the authority granted by the Members of the Company, the Board of Directors had appointed GYR Capital Advisors Private Limited as Book running Lead Manager and Kfin Technologies Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

Your Company had applied to BSE Limited ("BSE") for in-principal approval for listing its equity shares on the SME Platform of the BSE. BSE has. vide its letter dated, April 7, 2025, granted its In- Principal Approval to the Company.

Your Company had filed Prospectus to the Registrar of the Company, Kolkata on July 11, 2025. The Issue was opened on Tuesday, July 07, 2025 for anchor investors and for public it was opened on July 08, 2025 and closed on Thursday, July 10, 2025. The Company had applied for listing of its total equity shares to BSE Limited (BSE) and it has granted its approval vide its letter dated July 14, 2025. The trading of equity shares of the Company commenced on July 15, 2025 at SME Platform of BSE Limited.

8. Change in the Status of Company

The Company had applied to Regional Director, Eastern Region, Ministry of Corporate Affairs for Conversion of Private Limited Company into Public Limited Company for which Company has obtained the approval of its Members vide resolution dated 10^th day of June 2024. The Company has also filed the E-form INC-27 with ROC vide SRN AA9342346 dated 17.07.2024.

The form has been approved and the status of the company has been changed from "Private Limited" to "Public Limited".

9. Deposits:

The Company has not accepted any deposits during the year under review.

10. Meeting of the Board of Directors:

		Attendance
Date of Meeting	Total number of Director as on date of meeting	Number of Directors attended	% of Attendance
18/04/2024	3	3	100%
19/04/2024	3	3	100%
20/04/2024	3	3	100%
07/05/2024	3	3	100%
03/06/2024	3	3	100%
07/06/2024	J	3	100%
25/06/2024	3	3	100%
12/08/2024	3	3	100%
22/08/2024	3	3	100%
11/09/2024	3	3	100%
16/09/2024	3	3	100%
25/09/2024	6	6	100%
30/09/2024	6	6	100%
02/12/2024	6	5	83.33%
24/12/2024	6	6	100%
30/12/2024	6	5	83.33%
23/01/2025	6	6	100%
05/03/2025	6	5	83.33%
31/03/2025	6	6	100%

During the Financial Year ended 31^st March, 2025, 18 (Eighteen) Meetings of the Board of Directors of the Company were held on

11. Directors & Key Managerial Person (KMP):

During the year under review, the company has appointed the following directors:

Appointments:

• Mr. Prashant Singhania has been appointed as the Independent Director on 16/09/2024

• Mr. Chandan Sen Gupta has been appointed as the Independent Director on 16/09/2024

• Mr. Manoj Baid has been appointed as the Independent Director on 16/09/2024

• Ms. Shikiia Sureka has been appointed as the Company Secretary on 16/09/2024

• Mr. Chirag Ribiawala has been appointed as the CFO on 16/09/2024

Regularisations:

• The designation of Ms. Niyati Seksaria has been changed to Whole Time Director on 16^th September, 2024

• The designation of Mr. Nikhil Agarwal has been changed to Managing Director on 16^th September, 2024

Presently, the Board consists of:

NAME OF THE DIRECTOR	DIN	DESIGNATION
Lalit Agrawal	00571843	Director
Niyati Seksaria	08848730	Whole-time Director
Nikhil Agrawal	07582883	Managing Director
Prashant Singhania	08538079	Independent Director
Chandan Sengupta	10051002	Independent Director
Manoj Baid	10776696	Independent Director

12. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company confirms that -

a) in the preparation of annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors 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 as at 31^st March, 2025 and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended 31^st March, 2025 on a going concern basis;

e) the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are 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.

13. Web link of Annual Return

The Company is having website i.e. https://ulen-india.com/ and annual return of Company has been published on the website. Link of the same is given below: https://?len- india.com/investors/annual-returns

14. Adequacy of Internal Financial Controls with reference to Financial Statements:

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

15. Constitution of Committees and its Meetings

A. Composition of Audit Committee & its Meeting

The Audit Committee has been constituted on 30^th September, 2024. A meeting was held on 10^th of December, 2024

Name Of The Committee Member	DIN	Designation	Nature Of Directorship
Prashant Singhania	08538079	Member	Independent
Manoj Baid	10776696	Chairman	Independent
Lai it Agarwal	00571843	Member	Promoter

B. Composition of Nomination and Remuneration Committee & its Meeting

The Nomination and Remuneration Committee has been constituted on 30^th September, 2024.

A meeting was held on 10^lh of December, 2024

Name Of The Committee Member	DIN	Designation	Nature Of Directorship
Prashant Singhania	08538079	Member	Independent
Manoj Baid	10776696	Member	Independent
Chandan Sengupta	10051002	Chairman	Independent

C. Composition of Stakeholder Relationship Committee & its Meeting

The Stakeholder Relationship Committee has been constituted on 30^th September, 2024.

Name Of The Committee Member	DIN	Designation	Nature Of Directorship
Manoj Baid	10776696	Chairman	Independent
Chandan Sengupta	10051002	Member	Independent
Lalit Agarwal	00571843	Member	Professional

16. Material Changes and Commitments:

The Company got its shares listed in the SME Platform of the BSE Limited as on 15^th July, 2025 pursuant to the issuance of 64,96,800 Equity shares at the issue price of Rs. 97/- per shares. Except the issuance of shares to the public, there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statement relates and the date of this Report.

17. Loans. Guarantees and Investments:

During the year company has made no loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013. The company has made investment which is within the limits of Section 186 of the Companies Act, 2013.

18. Details of Subsidiary Joint Venture or Associate Companies:

During the year under review, your company has two subsidiaries i.e. Glen Realty Pvt Ltd and Glen Paper Product Pvt Ltd. Your Company has no Associate Company or joint venture Company during the period under review. During the period under review, no Company ceased to be the Subsidiaries/Joint Ventures/Associate Companies of your Company.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure -A.

19. Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals:

There has been no significant and material order has been passed by any Regulator, Court and Tribunal impacting the going concern status and operations of the Company in future.

20. Risk Management:

The Company has developed and implemented a Risk Management Policy which identifies major risk which may threaten the existence of the Company. The same has also been adopted by the Board of Directors of the company and is also subject to its review from time to time. Risk Mitigation process and Measures have also been formulated and clearly spelt out in the said Policy.

21. Related Party Transactions:

All related party transactions that were entered into during the Financial Year ended 31^st March, 2025 were on an arms length basis and were in the ordinary course of business. Therefore, the provision of Section 188 of the Companies Act, 2013 w^ras not attracted. Further, there were no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict of interest of the Company at large. Form AOC-2 is not applicable to the company.

22. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports:

There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

23. Disclosure under Sexual Harassment of Women at Workplace (Prevention, prohibition & Redressal) Act, 2013:

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year -Nil

b. Number of Complaints disposed off during the year -Nil

c. Number of cases pending for more than ninety days -Nil

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo:

As required under the provisions of the Companies Act, 2013 and Rule 8(3) of the

Companies (Accounts) Rules,2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are given in Annexure - B and forms part of this Report.

25. Auditors:

At the Annual General Meeting held on 30th day of September, 2023, M/s. Vivek Jaiswal & Co. (FRN- 323094E) was re-appointed as Statutory Auditors of the Company from the conclusion of this Meeting until the conclusion of the 21^st Annual General Meeting (AGM) to be held in the year 2028. However, due to the requirement of Peer Reviewed Auditor for the listed companies, the Board of Directors in their meeting held on Saturday July 12, 2025 has appointed M/s S N Guha & Co. Chartered Accountants (FRN-301104E) as joint auditor to audit the financial statement of the Company.

26. Boards Comment on the Auditors Report:

The observations of the Statutory Auditors, when read together with the relevant Notes to the Financial Accounts and Accounting Policies are self-explanatory.

27. Particulars of Employees:

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure-C."

28. Corporate Social Responsibility :

As per the provision of Section 135 the Company was required to spend INR 12,83,270.67/- during the F.Y. 2024-25 and the same has spent on the areas mentioned under Schedule VII of Companies Act 2013.

As the CSR expenditure is less than 50 lakhs, CSR committee is not required to be formed. The Brief Outline of CSR Policy and initiatives undertaken during the year has been annexed as ‘Annexure - D to the Directors Report.

29. NRC Policy

Nomination and remuneration policy is annexed as ‘Annexure-E

30. Secretarial Auditor

Based on the recommendation of the Audit Committee, M/s M & A Associates, Practising Company Secretaries (Firm registration no: P2019WB076400), is proposed to be appointed as secretarial auditor of the Company to hold office for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30 subject to the approval of shareholders as per the Listing Regulations read with Section 204 of the Companies Act, 2013 and Rules thereunder.

31. Cost Auditor

In accordance with the provisions of Section 148 of the Act read with Companies (Audit & Auditors) Rules, 2014, Company is not required to maintain cost records and accordingly, such accounts and records are not maintained by the Company.

Accordingly, no cost auditor was required to be appointed.

32. Statement on declaration from Independent Director

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

33. Establishment of Vigil Mechanism or Whistle Blower Policy

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

34. Formal Annual Evaluation of the performance of the Board, Committee or Individual Director

During the year under review, there is no evaluation required.

35. Proceeding pending under the Insolvency and Bankruptcy Code,2016

There are no proceedings pending under Insolvency and Bankruptcy Code during the year under review.

36. Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

37. Details in respect of fraud

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

38. Acknowledgement:

Your Directors wish to place on records their appreciation and grateful thanks to shareholders for their continued support.

On behalf of the Board of Directors

Lalit Agrawal

Chairman

DIN No. 00571843

Place: Kolkata

Dated: The 07^th August, 2025.