Dear Shareholders,
Your Directors are pleased to present the 35th Annual Report on business and operations of Haldyn Glass Limited ("the Company") along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2026 ("FY 202526") and the report of the Auditors thereon.
1) FINANCIAL HIGHLIGHTS:
The financial performance of the Company for the year ended March 31, 2026 on a Standalone and Consolidated basis, is summarized below:
| Particulars | Standalone | Consolidated | ||
| For the year ended March 31, 2026 | For the year ended March 31,2025 | For the year ended March 31, 2026 | For the year ended March 31,2025 | |
| Total Income | 47,265.28 | 38,931.79 | 47,265.28 | 38,931.79 |
| Earnings before interest, depreciation and tax (EBITDA) | 6,883.72 | 6,062.42 | 6,966.08 | 6,140.00 |
| Interest and Finance Charges | 1,337.17 | 1,495.12 | 1,337.17 | 1,495.12 |
| Depreciation | 3,044.12 | 2,875.01 | 3,045.01 | 2,876.12 |
| Profit before Tax | 2,502.43 | 1,692.29 | 2,583.90 | 1,768.76 |
| Provision for Current Tax | 190.39 | - | 244.04 | 15.32 |
| Provision for Deferred Tax | 480.17 | 419.50 | 444.85 | 419.62 |
| Short / (Excess) provision of earlier years | - | (23.72) | - | (23.72) |
| Profit after tax (before share of profit of joint venture) | 1,831.87 | 1,296.51 | 1,895.01 | 1,357.54 |
| Share of profit of Joint venture | - | - | 582.44 | 523.80 |
| Profit after tax | 1,831.87 | 1,296.51 | 2,477.45 | 1,881.34 |
| Other comprehensive income | (479.19) | 23.92 | (440.86) | 23.65 |
| Total comprehensive income for the period net of Tax | 1,352.68 | 1,320.43 | 2,036.59 | 1,904.99 |
| Surplus brought forward from previous year | 20,123.67 | 19,179.50 | 20,242.06 | 18,713.33 |
| Profit available for appropriation | 21,476.35 | 20,499.93 | 22,278.65 | 20,618.32 |
| Dividend paid | (376.26) | (376.26) | (376.26) | (376.26) |
| Balance carried forward to Balance Sheet | 21,100.09 | 20,123.67 | 21,902.39 | 20,242.06 |
2) OPERATIONAL PERFORMANCE / STATE OF COMPANYS AFFAIRS:
(a) Standalone Performance:
During the year under review, the total income of your Company stood at Rs. 47,265.28 lakhs as against Rs. 38,931.79 lakhs in the previous year recording a growth of 21.41%.
The Company earned a profit after tax of Rs. 1,831.87 lakhs as against Rs. 1,296.51 lakhs in the previous year recording a growth of 41.29%. The growth in profit after tax is mainly due to increased sales and other income.
Due to growth in the profit, the earning per share increased from Rs. 2.41 in the previous year to Rs. 3.41 in the year under review.
(b) Consolidated Performance:
During the year under review, the total income of your Company stood at Rs. 47,265.28 lakhs as against Rs. 38,931.79 lakhs in the previous year recording a growth of 21.41%.
The Company earned a profit after tax (including share of profit of joint venture) of Rs. 2,477.45 lakhs as against Rs. 1,881.34 lakhs in the previous year recording a growth of 31.69%. The growth in profit after tax is mainly due to increased sales, other income and share of joint venture.
Due to growth in the profit, the earning per share increased from Rs. 3.50 in the previous year to Rs. 4.61 in the year under review.
3) DIVIDEND:
The Board has recommended a dividend of 70% i.e. Rs. 0.70 per share of face value of Rs. 1/- each, for the approval of the members at the ensuing 35th Annual General Meeting ("AGM"). The total pay-out on account of dividend, if approved, by the members will be Rs. 376.26 lakhs which will be subject to deduction of tax at source as applicable and shall be payable during financial year 2026-27.
4) TRANSFER TO RESERVES:
Your directors do not propose to transfer any amount to reserves for the financial year under review.
5) SHARE CAPITAL:
(a) Authorized Capital:
The Authorized share capital of the Company as on March 31,2026 stood at Rs. 1,500 lakhs comprising of 15,00,00,000 Equity shares of Rs. 1/- each.
(b) Paid-up Capital:
The paid-up share capital of the Company as on March 31, 2026 stood at Rs. 537.52 lakhs comprising of 5,37,51,700 shares of Rs. 1/- each.
The Company has not issued and allotted any securities during the year ended March 31, 2026.
6) EMPLOYEE STOCK APPRECIATION RIGHTS PLAN:
The Company has two ongoing Employee Stock Appreciation Rights Plans i.e.
(1) Employee Stock Appreciation Rights Plan - 2021 ("ESAR Plan 2021");
(2) Employee Stock Appreciation Rights Plan - 2024 ("ESAR Plan 2024").
The Members approved the ESAR Plan 2021 by way of Postal Ballot on May 27, 2021 & ESAR Plan 2024 at 33rd AGM held on September 19, 2024, for issuance of the Employee Stock Appreciation Rights ("ESARs) to the identified employees of the Company and its subsidiary.
The Nomination and Remuneration Committee of the Company, inter-alia, administers and monitors ESARs, implemented by the Company in accordance with the relevant provisions of the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (including any statutory modification^) and / or re enactment(s) thereof for the time being in force) ("SEBI SBEB Regulations").
During the year under review, the Company had granted 11,11,000 ESARs to its identified employee under ESAR Plan 2024. The Company has not introduced any new plan during the year under review.
The Certificate from the Secretarial Auditor, confirming the compliance of ESARs with the provisions of the Act and SEBI SBEB Regulations shall be available for inspection by the Members.
During the year under review, there were no material changes in the ESARs of the Company. The details of the ESARs granted under the aforesaid ESAR Plans and the disclosure in compliance with SEBI SBEB Regulations for the year ended March 31, 2026 is annexed as "Annexure-I" to this report and has also been uploaded on the website of the Company at www. haldynglass.com .
7) FINANCIAL STATEMENT:
The Audited financial statements (standalone and consolidated) for the year ended on March 31,2026 have been prepared in accordance with the Indian Accounting Standards (Ind AS), provisions of the Companies Act, 2013 (hereinafter referred to as "The Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time and Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31,2026. The Notes to the financial statements adequately cover the standalone and consolidated audited statements and form an integral part of this Report. The Audited financial statements (standalone and consolidated) together with Auditors Report form part of the Annual Report.
8) DEPOSITS COVERED UNDER CHAPTER V OF THE ACT:
During the year under review, the Company has not invited / accepted any deposit within the meaning of Section 73 of the Act and rules made thereunder, as amended from time to time.
9) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Act are given in the Notes to Financial Statements.
10) MANAGEMENT DISCUSSION AND ANALYSIS:
(A) INDUSTRY STRUCTURE & DEVELOPMENTS:
Your Company is in the business of glass containers for packaging and manufactures diverse range of glass containers catering to the alcoholic and non-alcoholic beverage, food, pharmaceutical, personal care and homecare industries. Earlier your Company predominantly manufactured flint (transparent) glass containers. However, during the year under review, the Company also commenced manufacturing of coloured (amber/brown and green) glass bottles for the beer segment, marking a notable addition to its product basket and extending its reach into a sophisticated product which requires serious manufacturing capability and is one of the fastest growing segments in India.
Globally, glass is increasingly being preferred as the packaging material of choice for premium image due to its sustainability credentials as glass is infinitely recyclable and is known for retaining flavour of products packed in it for a longer period due to comparative chemical inertness. The steady regulatory push away from single use plastics and consumer awareness augurs well for the growing demand for glass containers.
Although liquor continues to account for the largest share of your Companys offtake, the investments made over the past several years in plant modernisation, state-of-the art inspection technology, skills and capability enhancement are now translating into tangible results. Consequently, your Company has been able to meaningfully diversify its customer base in Indian as well as the international markets. Thereby, addressing more profitable segments whilst reducing significant dependence on any single segment.
(B) OPPORTUNITIES AND THREATS:
The global economy has demonstrated considerable resilience during FY 2025-26, navigating a complex landscape marked by US tariff escalations, geopolitical conflicts, and persistent trade policy uncertainty. According to the IMFs October 2025 World Economic Outlook, global growth is projected to moderate from 3.2% in 2025 to 3.1% in 2026, as the world adjusts to rising protectionism and trade fragmentation. The current inflationary pressures due to Oil shocks are expected to be temporary and global headline inflation is expected to continue declining, projected at approximately 4.2% in 2025 and 3.6% in 2026 though diverging trends persist across advanced and emerging economies.
The US tariff regime underwent significant changes during the year. Following the announcement of a national economic emergency in April 2025, the US administration initiated broad-based reciprocal tariffs which were initially set at 26% for Indian goods before a diplomatic pause was introduced and subsequently revised higher tariffs were implemented from August 2025 onwards. These developments reshaped global supply chains and introduced notable volatility in export oriented industries. Glass and packaging exports from India were also adversely affected like other sectors such as textiles, gems & jewellery, and auto components. However, the higher tariffs pressures on Chinese glass imports into the
US has opened up opportunities for Indian glass manufacturers as American buyers are seeking more cost effective and reliable alternative sourcing.
Your Company, with its established presence and long standing customer relationships in the US market, navigated these challenges with prudence and resilience and was able to mitigate the adverse impacts. Despite the headwinds caused by the tariff uncertainty, your Company continued to service its business obligations in the US market and actively pursue new opportunities which require a long lead time to fructify.
Post the stabilization of the US tariff policy in the latter part of the year, your Company has seen good momentum, with renewed customer interest and order inflows reflecting the underlying strength of its product quality and competitive positioning.
India has continued its strong growth trajectory, affirming its position as the worlds fastest growing major economy. The RBI revised Indias GDP growth forecast for FY 2025-26 progressively upward from 6.5% at the start of the year to 7.4% by February 2026 reflecting robust domestic demand, strong services exports, a healthy agricultural sector supported by above normal monsoon rains, and the positive effects of GST rationalisation and income tax adjustments.
The RBI adopted an accommodative monetary policy stance during FY 2025-26, cutting the policy repo rate during the year from 6.25% in February 2025 to 5.25% by February 2026 to support domestic growth amid subdued inflation. This easing of financial conditions, combined with the governments sustained capital expenditure push and fiscal consolidation, has created a favourable environment for consumption and investment. Rising urban and rural confidence, healthy credit flows, and robust FDI inflows further reinforce Indias strong economic foundation.
India has ascended to become the worlds fifth-largest economy by nominal GDP and the third-largest by purchasing power parity (PPP). The government remains focused on achieving a USD 5 trillion economy by FY 2027-28 and a USD 30 trillion economy by 2047, supported by continued investments in infrastructure, production-linked incentive schemes, and an accelerating digital economy.
Against this backdrop, the Indian glass packaging industry presents significant long-term growth opportunities. The India glass packaging market is expected to grow at a CAGR of ~4.3% through 2030, inspite of reuse of bottles by customers and substitution by other packing alternatives in low value brands, driven by expanding beverage, pharmaceutical, food & personal care end-markets. Favourable policy tailwinds including bans on single-use plastics and traceability mandates are accelerating the shift towards glass as a sustainable, premium packaging material. Beer continues to be the fastest- growing application within glass packaging in India, underscoring the strategic relevance of the Companys foray into beer bottle manufacturing during the year.
Geopolitical tensions, including the ongoing Russia-Ukraine conflict, Middle East hostilities, and the new armed conflict that emerged in March 2026, continue to add complexity to global trade routes, freight costs, and energy markets. These factors pose near-term risks to input cost stability, particularly for energy intensive industries such as glass manufacturing. Additionally, competitive pressure arising from surplus capacity in certain segments of the domestic glass industry and volatility in forex, fuel, and freight prices remain areas of continued vigilance.
(C) SEGMENT WISE OR PRODUCT WISE PERFORMANCE:
Your Companys business activity falls within a single primary business segment viz. Glass bottles / containers. As such there are no separate reporting segments.
(D) OUTLOOK:
The global economic outlook for FY 2025-26 and beyond presents a mixed picture characterised by resilient domestic economies in major emerging markets like India and China, offset by the moderating growth in advanced economies grappling with the effects of higher trade barriers and monetary tightening. The IMF projects global growth at 3.1% in 2026, with risks tilted to the downside due to prolonged trade uncertainty, protectionism, geopolitical fragmentation, and financial market vulnerabilities.
For India, the macroeconomic outlook remains distinctly positive. The RBIs final GDP growth projection for FY 2025-26 stands at 7.4%, supported by a revival in consumption demand, the governments sustained focus on capital expenditure alongside fiscal consolidation, and healthier balance sheets across the corporate and banking sectors. Services sector
resilience and strong FDI inflows underpin a buoyant near-term growth trajectory. As headline inflation has trended well below target levels the RBIs accommodative monetary policy stance provides additional stimulus for investment and consumption.
Indias significant emphasis on infrastructure, supported by public initiatives and private sector capex, is projected to continue stimulating gross fixed capital formation. The governments structural reform agenda including GST rationalisation effective September 2025, income tax adjustments in the Union Budget 2025-26, and the ongoing PLI scheme expansions provides a robust policy framework for sustained industrial growth.
Haldyns Highlight and Outlook:
Our strategic focus remains on driving growth through sustainability initiatives and diversifying into high margin product segments. We are committed to maintaining financial prudence, operational efficiency, and sustainable business practices as the foundation to our success.
During FY 2025-26, Haldyn Glass Limited achieved the highest turnover and highest EBITDA in the history of the Company.
Further in a significant strategic development during the year under review, the Company successfully ventured into the manufacture of coloured Beer Bottles segment - a market that has been witnessing robust growth driven by the expanding domestic and international beer brands. The decision to enter this segment was backed by thorough market research which identified a clear demand-supply gap in quality glass beer bottles in the Indian market and highlighted the need for enhancing your Companys manufacturing capabilities to address this opportunity. The Beer Bottles segment calls for high precision in manufacturing, adherence to stringent quality audits and food-safety standards apart from the ability to produce lightweight yet structurally robust containers to withstand pressurised filling and returnable containers. Your Companys enhanced infrastructure and technical expertise in glass manufacturing has positioned it well to address these requirements.
This new segment has further diversified our product segment portfolio which now spans across liquor, food & beverages, pharmaceuticals, softdrinks and toiletries.
(E) RISKS AND CONCERNS:
The global economy continues to face headwinds, including the lingering impact of US tariff escalations on global trade flows, renewed geopolitical conflicts, higher energy prices driven by supply disruptions, and persistent uncertainty around trade policy normalisation.
The global operating environment was further strained by the outbreak of a new armed conflict in March 2026, adding to the already complex geopolitical landscape that had been shaped by ongoing conflicts in Eastern Europe and the Middle East. The fresh outbreak of hostilities created significant macro level disruptions affecting energy prices, freight costs, raw material availability, and overall business sentiment across industries globally, including the glass manufacturing sector. The glass industry, being energy intensive and heavily dependent on stable logistics and raw material supply chains, was particularly vulnerable to these disruptions. Several glass manufacturing companies globally and some within India were compelled to curtail or temporarily suspend their production operations owing to the cascading effects of rising input costs, supply chain disruptions, and demand uncertainty arising from the conflict situation.
Your Company, however, successfully weathered these challenges through proactive planning, timely procurement of critical raw materials, effective energy management, and agile operational responses. The Management ensured that all identified challenges including freight disruptions, price volatility in fuel and soda ash, and logistical constraints were addressed well in advance, enabling the Company to continue its manufacturing operations without any significant curtailment. The Companys ability to maintain operational continuity during this period stands as a testament to the robustness of its supply chain strategy and the dedication of its operational teams.
Competitive pressure due to the current surplus capacity in segments of the domestic glass industry will continue to pose challenges. The Company also faces the risk of volatility in forex, freight & fuel prices. However, we remain confident in our ability to navigate these challenges and take advantage of the opportunities that lie ahead through innovation and transformation. We work towards our vision for sustained growth and value creation for all our stakeholders. Hence, management is of the opinion that the current challenges are temporary and the future augurs well for the Company.
(F) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has established efficient internal control systems and processes tailored to its size and operational scale. The Companys internal financial control systems are designed to provide assurance regarding the reliability of financial reporting and are commensurate with the nature of its business, its size and complexity of its operations.
Internal controls at the Plant, Corporate Office and in respect of key areas of business are regularly tested and certified by Internal Auditors. Important internal audit observations and follow up actions thereon are reported to the Audit Committee which also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and system.
(G) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:
During the year under review, we undertook several initiatives to improve productivity as well as the quality of products which were well appreciated by our customers. The Financial performance of the Company has been provided in the financial results segment of Directors Report.
The Board of Directors is pleased to note that the Company has demonstrated strong financial performance during FY 2025-26, recording significant growth across key financial metrics notwithstanding the various macro-economic and operational challenges encountered during the year.
| Particulars | FY 2025-26 | FY 2024-25 | Growth (%) |
| Revenue from Operations | 46,366.66 | 38,160.00 | 21.50% |
| EBITDA | 6,883.72 | 6,062.42 | 13.55% |
| Profit Before Tax - PBT | 2,502.43 | 1,692.29 | 47.87% |
| Profit After Tax - PAT | 1,831.87 | 1,296.51 | 41.29% |
Note: The above numbers are based on standalone financial statements.
The growth in EBITDA, PBT and PAT during FY 2025-26 has been significant, reflecting the Companys improved operational efficiency, better product mix, and the positive impact of new business segments including beer bottles that were successfully commercialized during the year. The Management is confident that the strategic initiatives undertaken and the operational improvements effected shall continue to drive sustained value creation for all stakeholders of the Company.
(H) HUMAN RESOURCES DEVELOPMENT:
Human Resource remains the most valuable asset of the Company. Your Company firmly believe that employee engagement is essential for shaping the future, fostering continuous innovation and achieving organizational excellence. The quality and dedication of our workforce are key drivers of success. Accordingly, the Company places strong emphasis on nurturing a culture that values recognition, technological innovation, talent alignment and continuous process enhancement.
Our core values and ethical principles have helped cultivate a positive, inclusive work environment across all locations be it at our manufacturing unit or corporate office. Employees are consistently treated with respect and dignity, with senior leadership remaining approachable and responsive to counselling needs and grievance redressal.
As of March 31,2026, your Company had a dedicated team of over 681 employees across both locations, all contributing to the collective growth and performance of the organization.
(I) KEY FINANCIAL RATIOS:
The key financial ratios are as below:
Note:
- Ratios for the previous year are aligned with the current year wherever required due to reclassification and in consistent with industry practice.
- Refer Note No. 44 of standalone financial statements for reasons relating to significant changes as compared to previous year.
11) DIRECTORS & KEY MANAGERIAL PERSONNEL:
a) Directors:
As on March 31, 2026, the Board comprises of 6 (Six) Directors, out of which 3 (Three) Directors are Non-Executive Independent Directors (including a Woman Director), 1 (One) Director is Non-Executive Non-Independent Director and 2 (Two) are Executive Directors including 1 (One) Founder Chairman and 1 (One) Managing Director, as follows:
i) Mr. Narendra Shetty - Founder Executive Chairman
ii) Mr. Tarun Shetty - Managing Director
iii) Mr. Rohan Ajila - Non-Executive Non-Independent Director
iv) Mr. Ajit Shah - Non-Executive Independent Director
v) Mr. Gopalaraman Padmanabhan - Non-Executive Independent Director
vi) Mrs. Mona Cheriyan - Non-Executive Independent Director
b) Key Managerial Personnel:
As on March 31, 2026, the following are the Key Managerial Personnel (KMP) of the Company in terms of the provisions of Section 2(51) and Section 203 of the Act:
i) Mr. Narendra Shetty - Founder Executive Chairman
ii) Mr. Tarun Shetty - Managing Director
iii) Mr. Niraj Tipre - Chief Executive Officer
iv) Mr. Ganesh Chaturvedi - Chief Financial Officer (upto May 31,2025)
v) Mr. Jitendra Karamchandani - Chief Financial Officer (w.e.f. June 01, 2025)
vi) Mr. Dhruv Mehta - Company Secretary & Compliance Officer
During the year under review, Mr. Ganesh Prasad Chaturvedi - Chief Financial Officer ("CFO") of the Company has retired from his position as CFO with effect from closure of business hours on May 31,2025.
On recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Mr. Jitendra Karamchandani, as a Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. June 1,2025.
c) Re-appointment / Resignation:
In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Narendra Shetty (DIN: 00025868), Founder Executive Chairman of the Company, having age 86 years, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.
Mr. Narendra Shetty, Executive Chairman (DIN: 00025868) shall be completing his tenure of one year on August 15, 2026. On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 03, 2026 has recommended his appointment as Founder Non-Executive Chairman of the Company for a further period of three years with effect from August 16, 2026 till August 15, 2029, to the members in the 35th Annual General Meeting.
Mr. Tarun Shetty, Managing Director (DIN:00587108) shall be completing his tenure of three years on August 15, 2026. On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 03, 2026 has recommended his re-appointment as Managing Director of the Company for a further period of three years with effect from August 16, 2026 till August 15, 2029, to the members in the 35th Annual General Meeting.
As required under the SEBI Listing Regulations, particulars of Director seeking appointment / re-appointment at the ensuing General Meeting has been given in the Notice of the 35th AGM. The aforesaid Director is not disqualified from being appointed as Director, as specified in Section 164 of the Act.
The proposal regarding the appointment / re-appointment of the aforesaid Directors is placed for your approval.
The Board of Directors recommends their appointment / re-appointment.
d) Declaration by Independent Directors:
All the Independent Directors of Company have given the declarations that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Act and Regulation 25(8) and 16(1)(b) of SEBI Listing Regulations, as amended from time to time and are independent of the management.
The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and SEBI Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
e) Number of meetings of the Board:
During the year under review, 4 (Four) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations. Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms a part of this Annual Report.
f) Committees of the Board:
The Company has constituted various Committees of the Board as required under the Act and the SEBI Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.
g) Familiarization program for Independent Directors:
The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc.
The details of the Familiarization Programme for Independent Directors are posted on the website of the Company i.e. www.haldynglass.com and the weblink thereto is https://www.haldynglass.com/wp-content/uploads/2026/07/ Familiarization-Programme-2025-26.pdf
For details of the Familiarisation programme conducted, kindly refer Corporate Governance Report which forms part of this Annual Report.
h) Evaluation of the Board, its Committees and Directors:
During the year, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including the Chairman of the Board pursuant to the provisions of the Act and the Listing Regulations.
The exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors. The Chairmans performance evaluation was carried out by Independent Directors at a separate meeting.
The parameters assessed included various aspects of the Boards functioning, such as effectiveness, information flow between Board members and the Management, quality and transparency of Board discussions, Board dynamics, Board composition and understanding of roles and responsibilities, succession and evaluation, and possession of required experience and expertise by Board members, among other matters. The performance of the Committees was evaluated on the basis of their effectiveness in carrying out their respective mandates.
The overall performance of Chairman, Executive Directors, Non-Executive Directors, Board and Committees of the Board was found satisfactory.
12) CORPORATE GOVERNANCE REPORT:
A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Practising Company Secretary confirming compliance, forms a part of this Annual Report, as per the Listing Regulations.
13) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the "Annexure-N" to this report.
14) CORPORATE SOCIAL RESPONSIBILITY (CSR) - INITIATIVES:
In terms of the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility) Rules, 2014, as amended from time to time, the Board of Directors has constituted a Corporate Social Responsibility ("CSR") Committee under the Chairmanship of Mr. Tarun Shetty, Managing Director (DIN:00587108). The other members of the Committee are Mr. Rohan Ajila, Non-Executive Non-Independent Director (DIN: 01549005) and Mrs. Mona Cheriyan, Independent Director (DIN: 10479050). Your Company also has in place a CSR policy and the same is available on your Companys website at https://www.haldynqlass.com/wp-content/uploads/2026/04/CSR-Policy.pdf .
During the year under review, the Company was required to spend Rs. 42,95,667/- (post setting off the excess amount of Rs. 91,953 spent in FY 2024-25) towards CSR initiatives. The CSR Committee has approved the activities to be undertaken for spending CSR towards promotion of education and healthcare.
During the FY 2025-26, the Company has spent the amount of Rs. 50,35,039/- towards CSR initiatives. The Report on CSR activities as required under the Companies (Corporate Social Responsibility) Rules, 2014, as amended from time to time, is annexed as "Annexure - III" forming part of this Report.
15) EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2026 is available on the Companys website at https://www.haldynglass.com/wp-content/uploads/2026/07/2025-2026.pdf
16) DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company has one wholly owned subsidiary as well as one joint venture Company as at the end of the financial year ended March 31,2026. Details of the same are as follows:
| Sr. Name and Address of the Company No. | CIN/GLN/EIN | Holding/ Subsidiary/ Associate | % of equity shares held | Applicable Section |
| 1. Haldyn Glass USA Inc. | 92-0490518 | Wholly Owned Subsidiary | 100% | 2(87) of the Act |
| 2. Haldyn Heinz Fine Glass Private Limited ("HHFGPL") B-1202, Lotus Corporate Park, Off Western Express Highway, Goregaon (East), Mumbai - 400 063 | U26960MH2015PTC261972 | Associate | 56.80% | 2(6) of the Act |
* The shareholding of the Company in HHFGPL is 56.80% as on March 31,2026. Though this has resulted in HHFGPL becoming a subsidiary of the Company based on percentage holding, however, the Company will exercise rights and control in accordance with the terms of the agreements entered with joint venture partners. As the Companys substantive rights would remain restricted, HHFGPL will continue to be an Associate/ Joint Venture of the Company.
Pursuant to the provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys wholly owned subsidiary as well as associate Company in Form AOC-1 is attached to the financial statements of the Company as "Annexure - IV" to this Report.
Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company at www.haldynglass.com .
Performance highlights:
HHFGPL:
The Board of Directors is pleased to inform you that we continue to be excited and optimistic about our joint venture ("JV"), which has been accretive to our profitability in our endeavour to build out our capabilities and global presence. The JV has reported a healthy profit of Rs. 1,025.43 lakhs (growth of 11.20%) this year and continues to show regular growth. (Refer Note No. 47 of consolidated financial statements).
Haldyn Glass USA Inc:
The Company has incorporated a wholly owned subsidiary in USA to provide marketing services. It has earned profit of Rs. 65.17 lakhs during this year. (Refer Note No. 47 of consolidated financial statements).
17) CONSOLIDATED FINANCIAL STATEMENT:
As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued under provisions of the Act. The Audited Consolidated Financial Statement together with Auditors Report forms part of the Annual Report.
18) NOMINATION AND REMUNERATION POLICY:
In terms of the provisions of the Act and the SEBI Listing Regulations as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees has been formulated by the Committee and approved by the Board by Directors. The details of the policy is available on the Companys website at https://www.haldynqlass.com/wp-content/uploads/2026/04/Nomination-and-Remuneration-Policy-HGL.pdf
19) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure-V" to this Report.
Considering the provisions to section 136 of the Act, the Annual Report, excluding the statement required to be given under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the shareholders of the Company and others entitled thereto. The aforesaid statement is available for inspection of members at the registered office of the Company during working hours up to the date of Annual General Meeting and shall be made available to any shareholder on request. Members seeking to inspect such documents can send an email to cosec@haldyn. com.
20) VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the companys Code of Conduct. The Vigil Mechanism is available on the website of the Company at https://www.haldynqlass.com/wp-content/uploads/2026/05/Whistleblower-Policy.pdf .
21) RISK MANAGEMENT:
We firmly believe that efficient monitoring and management of risks are essential for the Company to achieve its strategic objectives. To accomplish this, the Company has in place a Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach to identifying, evaluating and resolving risks associated with its business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues.
Under the current challenging, competitive and disruptive environment, the strategy for mitigating inherent risks in accomplishing the growth plan of the Company is imperative. The common risks inter-alia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.
22) DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) of the Act, your Directors hereby state and confirm that:
i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departures.
ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as on March 31,2026 and of the Companys profit for the year ended on that date.
iii) Proper and sufficient care has been taken 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.
iv) The annual financial statements have been prepared on a going concern basis.
v) The internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.
vi) Proper systems were devised to ensure compliance with the provisions of all laws applicable to the Company and that such systems were adequate and operating effectively.
23) RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the FY 2025-26 were on arms length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act, Rules made thereunder and the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee, the Board and the shareholders, if required for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted, are subsequently audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards.
There were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC -2 is not applicable to the Company for FY 2025-26.
The Company has not given any loan to its Associate Company and hence disclosure under Part A of Schedule V read with regulation 34 (3) of Listing Regulations is not required.
As required under Regulation 23(1) of the Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www.haldynqlass.com/wp-content/uploads/2026/04/RPT-Policy.pdf .
24) AUDITORS AND AUDITORS REPORTS:
a) Statutory Auditor:
At the Companys 31st Annual General Meeting held on September 14, 2022, M/s. KNAV & CO. LLP (Firm Registration No. 120458W / W100679), Chartered Accountants were appointed as statutory Auditors of the Company for a period of 5 (five)years, till the conclusion of 36th Annual General Meeting.
The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers or adverse remarks.
b) Secretarial Auditor:
In terms of provisions of Section 204 of the Act and relevant rules thereunder, read with Regulation 24A of the Listing Regulation, every listed company is required to annex with its Boards Report, a secretarial audit report, issued by a Practicing Company Secretary. The shareholders of the Company had appointed Ashish C. Doshi, Practicing Company Secretary having Peer Review Certificate No - 6704/2025, holding Membership No. F3544 and Certificate of Practice No. 2356, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30. Secretarial Audit Report issued by the Secretarial Auditor is annexed herewith as "Annexure-VI".
The Secretarial Audit report, as issued by the auditors in Form MR-3 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act.
c) Cost Audit:
Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.
25) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder and constituted Internal Complaint Committee (ICC) for safe working environment where all employees treat each other with courtesy, dignity and
respect, irrespective of their gender, race, caste, creed, religion, place of origin, sexual orientation, disability, economic status or position in the hierarchy.
The ICC which has been constituted as per the policy in this regard, provides a forum to employees to lodge Complaints, if any, therewith for appropriate redressal.
Details of complaints received during the year under review under POSH Act are as under:
| Particulars | Number of Complaints |
| Number of complaints received during FY 2025-26 | 0 |
| Number of complaints disposed off during FY 2025-26 | 0 |
| Number of cases pending for more than 90 days | 0 |
The said Policy is available on the website of the Company at https://www.haldynglass.com/wp-content/uploads/2026/04/ Sexual-Harassment-Policy.pdf .
26) REPORTING OF FRAUDS:
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 Rules framed thereunder.
27) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, your Company has transferred a sum of Rs. 1,52,061 (One Lakh Fifty-Two Thousand and Sixty- One only) to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the financial year 2017-18 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.
As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ("IEPF Rules"), the Company has uploaded the information in respect of the unclaimed dividends on the website of the Company at www.haldynglass.com .
Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly, the Company has transferred 28,427 Equity Shares of face value Rs. 1/- per share to the demat account of the IEPF Authority during financial year 2025-26.
The Company had sent individual notice to all the Members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisements in this regard. The details of such shares transferred to IEPF are uploaded on the website of the Company at www.haldynglass.com
The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the Companys website at www.haldynglass.com
28) GREEN INITIATIVE:
Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. To support the companys "Green Initiative", members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with our Registrar and Share Transfer Agent- M/s. MUFG Intime India Private Limited ("RTA") in case the shares are held by them in physical form. Your Company appeals other Members also to register themselves for receiving Annual Report/documents in electronic form.
29) OTHER DISCLOSURES:
a. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
b. There were no one-time settlements with Banks or Financial Institutions during the year under review.
c. The company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.
d. The company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
e. There has been no change in the nature of business of the Company as on the date of this report.
f. No significant or material orders were passed by Regulator, Court or Tribunal which could impact the going concern status and Companys operations in future.
g. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.
30) ACKNOWLEDGEMENT:
Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, members & shareholders and all other business associates for the continuous support given by them to the Company and their confidence in its management during the year under review and look forward for their contributed support in future.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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