Sejal Glass Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present this 27^th Annual Report of the Company, along with the financial statements for the Financial Year ended March 31, 2025, in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI (LODR) Regulations, 2015").

1. FINANCIAL RESULTS:

The Companys financial performance (Standalone and Consolidated) for the Financial Year ended March 31, 2025, is summarized below; H ( In Lakhs)

Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Gross revenue from operations	6301.69	5952.51	24357.90	16379.93
Total expenditure before finance cost, depreciation/	5834.24	5395.98	20961.09	14341.94
Amortizations.
Operating Profit/(Loss)	467.45	556.53	3396.81	2037.99
Other income	754.47	147.18	137.44	92.98
Profit / (Loss) before finance cost, depreciation,	1221.91	703.71	3534.25	2130.97
exceptional items and taxes
Less: Finance costs	712.54	555.71	1634.26	1254.61
Profit / (Loss) before depreciation, exceptional items	509.37	148.00	1899.99	876.36
and taxes
Less : Depreciation/Amortisation	109.48	97.31	745.60	559.29
Profit / (Loss) before exceptional items & tax	399.90	50.70	1163.60	317.06
Exceptional Items (Refer note)	0.00	0.00	0.00	0.00
Profit / (Loss) before taxes	399.90	50.70	1154.39	317.06
Share of Profits/(Loss) of Associates	0.00	0.00	9.21	16.25
Tax Expense	0.00	0.00	60.58	0.00
Net Profit/Loss for the period	399.90	50.70	1103.02	333.31
Other Comprehensive income:
(i) items that will not be reclassified to Profit or loss	(6.80)	(8.23)	(6.80)	(8.23)
(ii) Foreign Currency Translation Reserves	0.00	0.00	(192.94)	(54.07)
Total Comprehensive income for the period	393.09	42.47	903.27	271.02

2. Review of Operations and the state of Companys affairs.

During the financial year ended 31st March 2025, the Company continued to strengthen its presence in the glass industry, delivering a strong performance supported by improved operational efficiencies and positive mindset of the management.

Despite global economic headwinds and input cost volatility and challenging labour conditions (availability and cost), the Company demonstrated operational resilience, improved margins, and delivered strong top- and bottom-line growth. On a standalone basis, the Revenue from Operations increased to 6,301.69 lakhs as compared to 5,952.51 lakhs in the previous year, marking a growth of 5.86%. The Earnings Before Interest, Depreciation, Tax and Amortisation (EBIDTA) increased significantly from 703.71 lakhs in FY 2023–24 to 1,221.91 lakhs in FY 2024–25. The Net Profit surged to 399.90 lakhs from

H 50.70 lakhs as against the previous year figures, registering an impressive increase in the Net Profit of the Company. On a consolidated basis, the Company achieved a substantial growth in Revenue from Operations, which stood at 24,357.90 lakhs for FY 2024–25, up from

16,379.93 lakhs in the previous year an increase of 48.70% on account of remarkable performance of the Investment in subsidiary. The EBIDTA has also correspondingly increased, reaching to 3,534.25 lakhs compared to 2130.98 lakhs in FY 2023–24. The Net Profit for the year was

1,103.02 lakhs, a sharp rise from 333.31 lakhs in the previous year, representing a strong and impressive growth.

The Companys continued focus on quality enhancement, innovation, and cost efficiency has resulted in this improved performance. Operating in the strategically important glass processing sector in India & internationally, the Company remains well-positioned to capitalize on future growth opportunities and maintain its leadership in the industry.

Amount Proposed to be Transferred to Reserves:

The Company has made no transfer to reserves during the financial year 2024-25.

Change in the Nature of Business, If any:

There is no change in the nature of business during the financial year 2024-25.

Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the financial Year ended March 31, 2025 forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed Audited Financial Statements of its Subsidiaries on its website www.sejalglass.co.in and a copy of Audited Financial Statements of its Subsidiaries will be provided to shareholders upon their request.

3. MANAGEMENT DISCUSSION & ANALYSIS

Global Economic Review¹

In CY 2024, the global economy demonstrated stable momentum, with growth rate of 3.3%. The United States played a key role in this growth, backed by a resilient labour market, steady consumption and sustained corporate earnings. Emerging markets and developing economies (EMDEs) outpaced developed economies, growing at a healthy 4.3%, compared to 1.8% in developed countries. This performance was largely driven by timely and targeted policy interventions by central banks, which helped stabilise financial conditions and support domestic consumption. Global headline inflation moderated to 5.7% in CY 2024, down from 6.6% in the previous year. This decline was primarily driven by declining energy prices and tightening monetary policies across advanced economies. However, the disinflation trend remained uneven across regions, with advanced economies showing faster progress towards targets compared to emerging and developing economies.

Outlook

The global economic outlook remains optimistic, with GDP expected to increase by 2.8% in CY 2025 and 3.0% in CY 2026. This growth will be supported by further easing of inflationary pressures, strong consumer demand and the ongoing implementation of well-calibrated policy measures by governments and central banks. Global headline inflation is projected to decline to 4.3% in CY 2025. Central banks are likely to lower interest rates gradually, contingent on the evolving trajectory of inflation and economic growth indicators. Stabilizing oil prices and a decline in food inflation are contributing to a more conducive operating landscape for businesses and international trade.

Whiletradetensionsmaypersistintheshortterm,companies are focusing on regional partnerships and diversifying their supply chains. Emerging markets are expected to show more prominent role in global growth, supported by demographic advantages and expanding industries.

Growth in the Global GDP

Regional Overview & Outlook

GCC Countries

The GCC region, comprising Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates, has demonstrated resilience in the face of global and regional uncertainties. This stability is largely attributed to their focus on economic reforms and reducing dependence on hydrocarbon revenues. Countries such as Saudi Arabia and the UAE have seen notable growth in non-oil sectors, supported by sustained government-led investments under programmes like Saudi Vision 2030, Abu Dhabi Economic Vision 2030 and Dubai Industrial Strategy 2030. The GCC region is projected to grow at 4% in CY 2025. This growth is backed by ongoing efforts towards economic diversification, digital transformation, expected oil production costs and gradual easing of regional conflicts.

Sub-Saharan Africa

Sub-Saharan Africas economic performance showed a modest upward trend, with growth improving from 3.60% in CY 2023 to 4.00% in CY 2024. This positive momentum reflects easing inflationary pressures and signs of fiscal consolidation across several economies. However, the region continues to grapple with challenges due to tight financing conditions. As a result, policymakers are navigating a complex landscape, balancing the need for structural reforms with prudence to ensure economic stability and long-term growth.

Sub-Saharan Africa is expected to grow at 3.80% in CY 2025 and 4.20% CY 2026. Realising this growth will depend on the regions ability to address longstanding structural inefficiencies, implement disciplined fiscal policies and create an environment that attracts and sustains private sector investment.

Indian Economic Review²

India continues to outperform many major economies, demonstrating resilience and consistency amid global economic uncertainty. Structural reforms, prudent fiscal and monetary policies have increased investor confidence and ensured the economys sustained growth. In FY2025, the countrys GDP growth is 6.5%³. This growth is driven by robust domestic consumption, increased capital, improved agricultural output, gradual easing of inflationary pressures and supportive monetary policies.

The Reserve Bank of India (RBI) adopted a calibrated stance to preserve macroeconomic stability and support growth. Retail headline inflation moderated to 4.6% in FY 2025, down from 5.4% in the previous year⁴. However, the imposition of reciprocal tariffs by the United States is anticipated to exert upward pressure on inflation through higher import costs. In response, Indian policymakers are monitoring global tariff dynamics and are prepared to take measured action as necessary. Also, the RBIs recent repo rate reduction is expected to improve systemic liquidity, lower borrowing costs and provide buffer against external shocks.

Outlook

Indias economic outlook for FY 2026 remains positive, with GDP growth projected at 6.5% for FY 2026⁵. This growth will be driven by sustained momentum in consumer spending, continued investments in infrastructure and policy support. CPI Inflation is anticipated to reach 4% for FY 2026.⁶ This ease in inflation is expected to improve consumer spending, further fuelling domestic growth. Government-led initiatives such as ‘Make in India are expected to drive employment, attracting private sector investment and boosting the domestic manufacturing ecosystem. The recent income tax relief measures introduced in the Union Budget 2025 are likely to improve disposable incomes and stimulate consumer demand, especially in urban markets. Despite prevailing global headwinds, including geopolitical tensions and financial market volatility, Indias proactive policy framework continues to provide a strong and stable base for sustained growth.

Global Flat Glass Industry⁷

In CY 2024, the global flat glass market reached a valuation of around USD 311.44 billion, reflecting its growing importance across key industries such as construction, automotive and solar energy. Defined by its planar form, flat glass finds extensive applications in architectural glazing, vehicle exteriors, photovoltaic systems and in interior designing. The industrys growth is mainly linked to macroeconomic factors, technological advancements and heightened focus on sustainable building materials and energy-efficient solutions.

In CY 2024, the tempered glass segment contributed 36.00% of total revenue. Known for its enhanced strength and safety characteristics, tempered glass is extensively utilised across sectors such as consumer electronics, commercial cooling systems, automotive manufacturing and industrial equipment. Its ability to withstand impact and thermal stress makes it a popular choice in passenger vehicles, where safety is paramount. In the construction sector, it is used for architectural glazing, including windows, doors and walls. Its thermal resistance and durability also drive adoption in mobile devices and kitchen equipment. The flat glass market can be segmented into three major categories: The architectural, the automotive and a diverse ‘other category.

The architectural segment held the largest share of the flat glass market in CY 2024, accounting for 71.5% of total revenue. This was largely supported by strong growth in construction and infrastructure projects, as well as rising demand in interior applications such as partitions, shelves and decorative panels. Increasing urbanisation in regions like India and across ASEAN countries is fuelling growth. Additionally, the global shift toward sustainable architecture is driving the integration of flat glass in modern construction practices.

The ‘Other segment is expected to register the highest CAGR over the forecast period, propelled primarily by accelerating investments in solar energy infrastructure. Demand for specialised glass, particularly tempered variants, continues to rise due to its critical role in shielding solar modules from environmental stresses.

In CY 2024, the automotive sector represented the second-largest user of the flat glass market. Flat glass is essential in vehicle manufacturing, with tempered and laminated glass being the primary types. The U.S. flat glass market benefits significantly from the countrys established automotive manufacturing ecosystem. With increasing investments in electric vehicle (EV) production, driven by government incentives and favourable policies, the demand for flat glass in the automotive sector is set to rise.

The flat glass market in the Middle East & Africa is experiencing notable growth, fuelled by large-scale infrastructure projects and a shift towards energy-efficient buildings. Key markets such as Saudi Arabia, the UAE and South Africa are leading this growth, driven by ambitious national initiatives like Saudi Arabias Vision 2030 and landmark projects such as NEOM City. The regions extreme climate conditions further amplify the need for specialised glazing, with low-E glass becoming increasingly popular for lowering cooling costs.

Outlook

The global flat glass market size is estimated to grow at a CAGR of 4.6% between CY 2025 and CY 2030, propelled by evolving regulatory frameworks and urban development initiatives. Policies such as Chinas energy efficiency standards and major investments in smart cities such as Indias USD 9.62 billion Smart Cities Mission, are creating strong tailwinds for the industry.

Indian Flat Glass Industry

Indias flat glass industry has emerged as a critical component of the nations industrial value chain, with strong linkages to both the construction and automotive sectors.

The sectors upward trajectory is closely tied to accelerating urban infrastructure development, growing automotive production and broader macroeconomic expansion. Valued at USD 3.7 billion in FY 2024, the market is expected to reach USD 3.91 billion in FY 2025.⁸

Growth Drivers

Strong growth in the Building and Construction Sector

The expansion of Indias real estate sector continues to be a key catalyst for flat glass demand. The growth is further bolstered by government-backed initiatives such as the Pradhan Mantri Awas Yojana-Urban (PMAY-U) significantly influencing material requirements, with the Ministry of Rural Development targeting the construction of 4.95 crore housing units by FY 2029.⁹

Infrastructure Development

Large-scale infrastructure projects across sectors such as transportation, urban mobility and commercial real estate. Projects involving airports, metro systems, expressways and high-rise commercial hubs are accelerating the integration of flat glass in structural glazing, interior design and energy-efficient buildings. The Union Budget 2025-2026 allocated INR 96,777 crore for infrastructure development, signifying the governments focus on urban development.¹⁰

Urban Challenge Fund (UCF)

As part of the Union Budget 2025-26, a new Urban Challenge Fund (UCF) has been introduced by the government. With an overall corpus of INR 1 lakh crore and an initial allocation of INR 10,000 crore for the FY 2026, the fund aims to support innovative city redevelopment and promote future-ready urban ecosystems.¹¹

Growing Adoption of Solar Energy

India ambitious targets for expanding its renewable energy portfolio is expected to serve as a significant growth lever for the solar glass division. The expansion of large-scale solar infrastructure, along with increased rooftop installation, is anticipated to drive the demand for high-quality solar glass. The launch of the PM Surya Ghar: Muft Bijli Yojana, the worlds largest domestic rooftop solar initiative, targets the installation of solar systems across 1 crore households. this initiative is expected to enhance the penetration of solar energy while directly contributing to the demand for durable, weather-resistant glass used in photovoltaic applications.¹²

Energy Conservation Building Code (ECBC)

This code promotes energy efficiency in buildings and positively influence demand for high-quality glazing solutions. This step can increase the demand of the glass which are designed for energy efficiency and solar control in architectural applications.¹³

Outlook

The Indian flat glass market is projected to experience robust growth, with an estimated CAGR of 5.78% from FY 2025 to FY 2033.¹⁴ This growth will be influenced by the continuous expansion in the building and construction sector, notable infrastructure investments and urbanisation, the increasing adoption of solar energy solutions and the growth in automotive production, especially in the EV division. Government initiatives aimed at promoting sustainable development and energy-efficient construction practices are expected to further strengthen the market outlook, positioning the industry for sustained growth over the long term.

Company Overview

Founded in 1998, Sejal Glass Limited is a prominent player in Indias glass industry, specializing in the production and manufacturing of premium, value-added glass products. With a strong foothold across key sectors such as construction, automotive and solar energy, the Company caters to a diverse range of customer needs. It offers an extensive portfolio of innovative glass solutions, including Insulating Glass (Kool Glass), Acoustic Glass (Tone Glass), Security Glass (Fort Glass, Armor Glass), Decorative Glass (Decor Glass), Fire-resistant Glass (FireBaan Glass), and Solar Control Glass (Lunaro).

Equipped with advanced processing facilities and a well-established PAN India distribution network, Sejal Glass has contributed to several iconic projects both in India and neighbouring countries. The Company also operates ‘Sejal Encasa, a retail chain that provides curated range of interior solutions for residential and commercial spaces.

Driven by a commitment to quality, innovation and customer satisfaction, Sejal Glass remains a reliable and respected partner within the Indian glass processing industry.

Product Performance

Revenue generated by each product in FY 2024-25, in comparison to FY 2023-24

Manufactured Goods

Financial Performance

During the reporting year, Sejal Glass Limited delivered strong financial performance across various financial parameters, including revenue, gross margin and EBITDA.

(figure in lakhs)

Particulars	STANDALONE		CONSOLIDATED
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operation	6301.69	5952.51	24357.90	16379.93
EBITDA	1221.91	703.71	3534.25	2130.98
Profit Before Tax	399.90	50.70	1163.60	333.31
Profit for the Year	399.90	50.70	1103.02	333.31
Net Worth	3078.39	2685.29	3809.05	2911.16
Operating Profit Margin (%)	19%	12%	15%	13%
Net Profit Margin (%)	6%	1%	5%	2%

Human Resources

Sejal Glass views its workforce as a vital asset in achieving sustainable growth and operational excellence. The Companys HR strategy is designed to cultivate a performance-driven culture that supports employee well-being, professional development, aligning individual aspirations with organisational objectives.

During the year, the Company continued to expand business operations while ensuring its employees felt safe and supported. Comprehensive measures were implemented to ensure a secure working environment, including medical assistance and the promotion of safety protocols across all functions. Health and safety remain integral to the Companys operating framework.

Throughout the year, focused initiatives were undertaken to address skill gaps through training and development programmes for both permanent employees and contract workers. These efforts are helping build a stronger and future-ready workforce.

The Company upholds a culture of transparency, accountability and ethical conduct. In line with this commitment, the Whistle Blower Policy provides employees and stakeholders with a safe and confidential mechanism to report concerns related to misconduct or unethical behaviour. This safeguards the interest of all parties involved while ensuring trust and integrity within the workplace.

During the year, industrial relations remained stable and constructive due to strong teamwork and collaboration among employees, labour partners and vendors. Looking ahead, the Company remains committed to fostering an inclusive and supportive work environment that enables personal growth, encourages operational efficiency and ensures alignment with its long-term vision.

Outlook

The Company maintains a positive outlook for the future. Strategic capital expenditure to strengthen production capabilities will support the Companys growth. Efforts remain focused on optimising capacity utilisation at both Silvassa and UAE facilities, which are currently operating above 55–60%. The Company continues to invest in talent acquisition and workforce development to support the increased production volumes and product diversification planned for the coming period.

The Company is steadily expanding its portfolio of value-added products, including bulletproof and railway-grade glass, with commercial launch expected soon. The UAE facility, with a strong order book and access to 12 international markets, is poised to be a major growth driver. Domestically, the steady demand from the real estate and infrastructure sectors continues to provide a solid foundation for sustained growth and market expansion. The Company is also exploring inorganic growth opportunities to further expand its market presence. It also remains committed to enhancing operational efficiency, driving customer satisfaction and maximising long-term value for shareholders.

Risk and Concern

Risk type	Description	Mitigation strategy
Global crisis	Global conflicts can affect Sejal Glass financial projections and operations. Such events can lead to project delays and slowdowns in GCC countries, potentially impacting the Companys revenue	The Company has established a strong risk management framework to identify potential roadblocks and unforeseen issues, allowing for early intervention.
Statutory changes	Change in government policies and regulations, both domestically and internationally can affect the flat glass industry. Alterations in trade policies, environmental regulations, taxation, land acquisition and labour laws can impact the Companys operations and financial performance.	The Companys business has implemented proactive strategy involving regular monitoring regulatory updates and ensure timely adoption to new laws and regulations.
Raw material risk	The Companys production process is heavily reliant on key raw materials, such as flat glass, Poly vinyl butyle, sentry, silicone. Variations in the prices or availability of these materials pose a risk to Sejal Glasss cost structure and profitability	The Company maintains strong relationships with leading suppliers to ensure a consistent and timely supply of high-quality raw materials
Competition risk	The Value added glass industry is highly competitive, with both organized & unorganized competing for market share. Shifts in the competitive landscape, particularly in the architectural glass segment, pose a risk to Sejal Glasss market position and profitability	The Company mitigates market risk by prioritising quality, fostering strong customer relationships and expanding its product portfolio

 

Risk type	Description	Mitigation strategy
Information technology risk	Sejal Glass reliance on Information Technology (IT) systems for critical operations, including manufacturing, supply chain management, sales and financial record-keeping, exposes the Company to risks of system failures, which could result in significant operational disruptions and financial losses.	The Company performs comprehensive risk assessments, strong security controls like fire walls and multi factor authentication have also been implemented including maintaining regular software and data backups.
Financial risk	The Company is exposed to various financial risks, including fluctuations in interest rates, liquidity constraints, credit risk and inflationary pressures, which could impact its financial stability and overall performance	The company is focusing on capacity utilisation to enhance operational efficiency, improve margins and strengthen overall financial performance

Internal Control and Adequacy

The Company has in place a well-established framework of internal control systems which are commensurate with the size and complexity of its business. The Company has an independent internal audit function covering major areas of operations and the same is carried out by external Chartered Accountant firm engaged for this purpose.

4. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

Subsequent to the end of the financial year, the Board of Directors at its meeting held on April 08, 2025, approved the acquisition of the business undertaking of M/s Glasstech Industries (India) Private Limited, pertaining to the manufacturing facilities and sale and supply of architectural glass products, on a slump sale basis as a going concern.

As part of this transaction, the Company entered into a Business Transfer Agreement (BTA) dated April 10, 2025, for acquiring the entire business of M/s Glasstech Industries (India) Private Limited including all legal and beneficial ownership, rights, title and interests and Business Assets (excluding Excluded Assets), Business Contracts, Business Data and Records; Insurance Policies; Licenses; Business IP; employees; goodwill; and all existing customers/dealer networks of the Business.

Additionally, the Company also entered into a long lease with M/s Glasstech Industries (India) Private Limited for its Land & building. The said agreements relate to the manufacturing facilities located at: i) Plot No. L-113, Taloja Industrial Area, situated within the limits of Tondre and outside the limits of Municipal Council, Taluka – Panvel, District Raigad, Maharashtra, admeasuring approximately 10,388.77 sq. mtrs. (equivalent to 1,11,825 sq. ft.); and ii) Plot No. FF-4, SIPCOT Industrial Growth Centre, Perundurai, situated in the Revenue villages of Ingur and Perundurai, Taluka Perundurai, Sub-Registration District of Erode, Revenue District of Erode, Tamil Nadu, admeasuring approximately 5,408.95 sq. mtrs. (equivalent to 58,221.94 sq. ft.), comprising Revenue Survey No(s). 236(Pt), 279(Pt), 278(Pt), 277(Pt), 282(Pt), 283(Pt) & 284(Pt).

This strategic acquisition is expected to enhance the Companys operational footprint and manufacturing capabilities in the architectural glass segment, thereby significantly impacting its financial position and future growth.

5. Dividend

The Board of Directors of the Company ("Board") has not recommended any dividend for the year under review.

6. Subsidiaries, Joint Ventures or Associate Companies

As on March 31, 2025, the Company has one Direct Subsidiary and one Associate LLP. During the year 2023-24, the Company acquired 99.01% equity share capital of Sejal Glass & Glass Manufacturing Products LLC ("Sejal UAE"), a Company incorporated under the laws of UAE w.e.f May 19, 2023 making it a Subsidiary of the Company.

Sejal Glass Ventures LLP (SGV LLP) is an Associate of the Company. The Company holds 44.99% of the Capital Contribution in the said LLP.

The operations of the Subsidiary and the Associate for the financial year ended March 31, 2025, and its performance/ contribution to overall performance of the Company is reported in the Consolidated Financial Statement of the Company for the financial year under review. A gist of financial highlights/performance of the Subsidiary and Associate is contained in Form AOC-1 and forms part of this report and annexed as Annexure-1.

7. Share Capital

The Authorised Share Capital of the Company as on March 31, 2025 is 60,00,00,000/- (Rupees Sixty Crore only) consisting of 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of H

10/- (Rupees Ten) each and 45,00,000 (Forty-Five Lakhs) Preference Shares of H 100/- (Rupees One Hundred) each. ThePaid-upShareCapitaloftheCompanyasonMarch31,2025 is H 30,10,00,000/- divided into 1,01,00,000 equity shares of H 10/- each fully paid up & 20,00,000 7% Redeemable Preference Shares of H 100/- each. The Preference Shares are not listed on any Stock Exchanges in India or abroad.

During the year under review, there are no changes in the authorized, issued, subscribed and paid-up share capital of the Company.

8. Debentures

During the financial year under review, the Company has not issued or allotted any Debentures and does not have any outstanding Debentures.

9. Public Deposits

During the year under review your Company has neither accepted nor invited any deposit from public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

10. Significant and Material Orders passed by the Regulators or Courts or Tribunals

The Company has received an order from the Income Tax Authorities raising demand for the period prior to the Honble NCLT Order dated March 26, 2021 (Pre-CIRP period) approving the Resolution Plan submitted by the Successful Resolution Applicants. The details of the orders passed are given herein below;

Sr. No. Brief details of litigation viz. name(s) of the opposing party, court / tribunal / agency where litigation is filed, brief details of dispute / litigation	Expected financial implications, if any, due to compensation, penalty etc.	Quantum of claims, if any
1. Income Tax Officer (TDS Ward 2 (2) (2)) from Income Tax department has raised an Order u/s 201(1)/ 201(1A) pertaining to AY 2018-19, demanding an amount of Rs 53,74,890/- on account of Assessee failing to deduct/ deposit TDS.	Expected Financial Implication – NIL	H 53.75 Lakhs

The Company was admitted to undergo corporate insolvency resolution process (CIRP) under the Insolvency and Bankruptcy Code, 2016 on February 12, 2019. The National Company Law Tribunal on March 26, 2021 (Order date) read with Order dated June 7, 2021, approved the Resolution Plan submitted by the Successful Resolution Applicant/s. Consequent upon the approval of the Resolution Plan by the Honble NCLT Tribunal u/s 31(1) of Insolvency and Bankruptcy Code 2016 all the claims not forming part of the Resolution Plan stand extinguished. The claim raised by the Income Tax department pertains to pre-CIRP period and hence stands extinguished.

The Company had received such demands/ orders from the Income Tax Authorities earlier as well, the intimation of which was provided to the exchanges on April 20, 2024. The company had challenged the said demands/ orders with the NLCT and consequent upon the honble Tribunal hearing the submissions of both the parties, the Hon ble Tribunal vide its order dated April 28, 2025 have disposed of the application with directions that the Respondent Assistant commissioner of Income Tax Circle 13 (2)(2), Mumbai must withdraw notice(s) or proceedings in relation to dues (past or future) for the period prior to the date on which this adjudicating authority granted its approval under Section 31 of the IBC i.e. 26.3.2021.

11. Internal Control Systems and their adequacy:

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The internal Auditor is responsible for independently evaluating the adequacy and effectiveness of all internal control designs and implementation, risk management, systems and processes. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

12. Directors And Key Managerial Personnel (KMP)

As on March 31, 2025, the Board of Directors of the Company comprised of One Executive Director (Whole-time Director), Three Non- Executive Independent Directors, One Non-Executive Non- Independent Director and One Non- Executive Director/ Chairman (details of the same are provided in the Corporate Governance Report which forms part of this Annual Report).

During the year under review the following change took place in the composition of Board of Directors.

Sr. No. Name	DIN	Type of Change	Date of Approval from Board of Directors	Date of Approval from the Members
1. Mr. Vijay Vasanji Mamania	01493607	Change in Designation from Non-Executive Independent Director to Non-Executive Non- Independent Director	April 19, 2024	July 19, 2024

Retirement by Rotation at ensuing Annual General Meeting

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Vijay Vasanji Mamania, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his re-appointment in the ensuing 27^th Annual General Meeting.

Independent Directors Declaration:

The Company has received necessary declarations from all the Independent Directors on the Board of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirmed that the Independent Directors fulfill the conditions of independence specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the management of the Company. In the opinion of the Board, all the Independent Directors are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

Appointment of Independent Director on the Board of Subsidiary Company.

During the year under review the Company had appointed Mr. Chirag Doshi (Independent Director) of the Company as the Director on the board of M/s. Sejal Glass & Glass Manufacturing Products LLC the material Subsidiary of the Company.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 were: Mr. Chandresh R. Rambhia as Chief Financial Officer and Mr. Ashwin S. Shetty as V.P. Operations & Company Secretary of the Company. There were no changes in the Key Managerial Personnel of the Company during the financial year under review.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, state and confirm that: a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards have been followed and a proper explanation has been provided in relation to any material departures; b) such 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 state of affairs of the Company at the end of the financial year ended 31^st March 2025 and of the profit of the Company for the year under review; c) 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; d) the annual accounts for the financial year ended 31^st March 2025 have been prepared on a going concern basis; e) internal financial controls were laid down to be followed by the Company and such internal financial controls were adequate and are operating effectively; and f) there were proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between these meetings was within the period prescribed under section 173 of the Act and Regulation 17 of the SEBI Listing Regulations, 2015 and Secretarial Standard on Meetings of the Board of Directors.

15. COMMITTEES OF THE BOARD

Your Company has duly constituted Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees:

Audit Committee

Stakeholders Grievances and Relationship Committee

Nomination and Remuneration Committee

The details with respect to the compositions, powers, terms of reference and other information of the relevant committees of the Board of Directors are given in details in the Corporate Governance Report which forms part of this Annual Report.

16. NOMINATION AND REMUNERATION POLICY

The Companys Nomination and Remuneration Policy is in conformity with the requirements of Section 178(3) of the Act and SEBI Listing Regulations, 2015. The Nomination and Remuneration Policy, as approved by the Board of Directors, is hosted on the website of the Company viz: -https://www.sejalglass.co.in

17. VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://www.sejalglass.co.in

18. RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were on an arms length basis and in the ordinary course of business. Prior omnibus approval was obtained for related party transactions which were of repetitive nature and entered in the ordinary course of business and on an arms length basis. The statement giving details of all Related Party Transactions were placed before the Audit Committee / the Board for review and approval on a quarterly basis. During the year under review, the Company has entered into material related party transactions and in terms of Section 134 of the Act, details of the same are stated in Form AOC-2 in Annexure- 2 of this report. The material related party transactions entered by the Company are within the limits and in terms of the approval sought from the members by way of postal ballot through remote e-voting held on March 22, 2024. All related party transactions are mentioned in the notes to the accounts. The "Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions" (‘the Policy), as amended and approved by the Board of Directors has been uploaded on the website of the Company viz: https://www.sejalglass.co.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details Of Investments, Loans and Guarantees as covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

20. AUDITORS a. Statutory Auditors

M/s. Gokhale & Sathe, Chartered Accountants (FRN 103264W) were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 23^rd AGM, held on September 30, 2021. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Statutory Auditors of the Company. The Notes on financial statement referred to in the Statutory Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors Report on the standalone and consolidated financial statements of the Company for the Financial

Year ended March 31, 2025, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark. b. Statutory Auditors Report

The Statutory Auditors Report on the accounts of the Company for the accounting year ended March 31, 2025 is self-explanatory and do not call for further explanations or comments that may be treated as inadequate compliance of Section 134 of the Companies Act, 2013. There is no qualification, reservation or adverse remark made by the Statutory Auditors in their report for FY 2024-25. c. Secretarial Auditors:

Section 204 of the Act inter-alia requires every listed company to annex to its Boards Report, a Secretarial Audit Report given by a Company Secretary in Practice. The Board of Directors of the Company, in compliance with Section 204 of the Act, appointed Mr. Harshad Pusalkar, Proprietor of Pusalkar & Co., Practicing Company Secretary, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2024-25. The Secretarial Audit Report for the financial year 2024 – 25 in Form MR-3 is annexed as Annexure ‘3. Mr. Harshad Pusalkar, Proprietor of Pusalkar & Co., Practicing Company Secretary, (Unique Identification No.: S2020MH771800), is proposed to be appointed on the basis of recommendation of Board of Directors as the Secretarial Auditors of the Company from the conclusion of this 27^th Annual General Meeting till the conclusion of 32^nd Annual General Meeting of the Company pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to approval of shareholder of the company in the 27^th Annual General Meeting of the Company. Written consent of the Secretarial Auditor and confirmation have been received to the effect that he is eligible and not disqualified to be appointed as the Auditor of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder. d. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, read with the Rules made thereunder, M/s. Joisher & Associates, Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2024-25 and had been entrusted with the internal audit of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee.

The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India being SS-1: "Meetings of Board of Directors" and SS- 2: "General Meetings" as applicable.

22. RISK MANAGEMENT

The Company continues to operate under a comprehensive Risk Management Policy, formally adopted by the Board of Directors. This Policy is designed to effectively evaluate and respond to the evolving risk landscape associated with the Companys operations. It empowers management to proactively identify, assess, and strategically leverage business opportunities while mitigating associated risks. The Company acknowledges the importance of managing both emerging and known risks to safeguard the interests of shareholders and stakeholders, support business objectives, and ensure long-term, sustainable growth.

The Board maintains oversight of the Enterprise Risk Management (ERM) framework, ensuring that strategic decisions are implemented with due consideration to potential risks. This includes ongoing monitoring of risks arising from actions and decisions across various domains—such as performance, operations, compliance, incidents, systems, transactions, and internal processes—to ensure they are effectively addressed.

Key risk areas have been identified, and mitigation strategies have been established across critical functions, including business operations, production, product quality, market dynamics, legal matters, logistics, financial management, human resources, environmental impact, and statutory compliance. These risk mitigation measures are periodically reviewed and updated to remain aligned with the changing business environment.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure – 4 hereto and forms an integral part of this Report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below:

Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company for the FY 2024-25: Remuneration of Rs. 1.00 was paid to Shri Jiggar Savla, Whole Time Director of the Company for the financial year ended March 31, 2025

Percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the FY 2024-25

Directors, Chief Financial Officer, and Company Secretary	Designation	% Increase in remuneration in financial year
Chandresh Rambhia	CFO	33.33%
Ashwin Shetty	VP Operations & Company Secretary	33.33%

No commission was declared and paid to Independent Directors for the FY 2024-25

The percentage increase in the median remuneration of the employees in the financial year is around 8.01 % excluding the remuneration paid to the KMP.

The number of permanent employees on the rolls of Company as March 31, 2025: 108.

Average percentile increase in the salaries of employees and its comparison with the percentile increase in the managerial remuneration: Average percentage increase in remuneration of Key Managerial Personnel during the financial year has been around 33.33%. Average percentage increase in remuneration of all employees other than Key Managerial Personnel has been around 9.75%

Affirmation that the remuneration is as per the remuneration policy of the company: The remuneration to all the employees is as per the remuneration policy of the Company.

The statement containing particulars of employees as required under 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the extract of the Annual Return for the Financial Year 2024- 25 is put on the Companys website at www.sejalglass.co.in.

26. CORPORATE GOVERNANCE REPORT

The Company constantly endeavors to follow the corporate governance guidelines and best practice sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. Your Company has complied with the requirements of SEBI Listing Regulations, 2015 regarding corporate governance. A report on the Corporate Governance practices followed by the Company, together with certificate(s) regarding compliance is given as Annexure- 5 to this report.

27. DISCLOSUREASPERTHESEXUALHARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company maintains a zero-tolerance policy towards sexual harassment in the workplace. Our comprehensive policy on prevention, prohibition, and redressal is fully aligned with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH) and its associated rules. It is committed to providing equal opportunities to all employees, irrespective of their race, caste, sex, religion, colour, nationality, disability, or any other distinguishing characteristic In line with the Act, the Company has established an Internal Committee to address complaints and ensure compliance. The Apex Internal Committee meets regularly to stay informed about the policy and to promote awareness of POSH provisions.

During the Financial Year 2024-25, the status of the complaints was as follows:

Particulars	No.
Number of complaints of sexual	NIL
harassment received in the year
Number of complaints disposed-off	NIL
during the year;
Number of cases pending for more	NIL
than ninety days

28. MATERNITY BENEFITS ACT, 1961

Pursuant to the recent amendment notified by the Ministry of Corporate Affairs on 30^th May 2025, the Company affirms that it is in compliance with the applicable provisions of the Maternity Benefit Act, 1961. The Company is committed to providing a safe, inclusive, and supportive work environment for all employees, and ensures that all eligible women employees are extended the benefits mandated under the Act, including paid maternity leave. The Company has instituted appropriate internal policies and systems to monitor and uphold compliance with all relevant statutory requirements.

29. DETAILS OF FRAUD

There are no instances of fraud reported by the Auditors under section 143(12) of the Act and Rules made thereunder, during the year under review to the Central Government or the Board or the Audit Committee.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company does not fall under the purview of Section 135 of the Act during the year under review. Thus, disclosure regarding Corporate Social Responsibility (CSR) Policy under Section 134 (3) (o) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 is not applicable.

31. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and basis the criteria mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Independent Directors were satisfied with the overall functioning of the Board, which displayed a high level of commitment and engagement.

32. GENERAL DISCLOSURE

General disclosures as per section 134 of the Act read with Rules made thereunder: a) The Company is not required to maintain cost records as required under subsection 1 of section 148 of Companies Act, 2013. b) No application has been made or any proceeding is under pendency under Insolvency and Bankruptcy Code, 2016 during the year under review. c) There was no instance of one-time settlement with any Bank or Financial Institution. d) There has been no change in the nature of business of the Company. e) The financial statements of the Company were not revised. f) The Company has not bought back its shares, pursuant to the provisions of section 68 of Act and the Rules made thereunder.

33. CAUTIONARY STATEMENTS:

Statements in this Report and the Management Discussion and Analysis may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Certain factors that could affect the Companys operations include increase in price of inputs, availability of raw materials, changes in Government regulations, tax laws, economic conditions and other factors.

34. ACKNOWLEDGEMENT

The Board of Directors wish to place on record their gratitude to the authorities, banks, business associates, shareholders, customers, dealers, agents, and suppliers for their unstinted support, assistance and co-operation and faith reposed in the Company. The Board of Directors would also place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board

Sd/-	Sd/-
Jiggar L. Salva	Surji D. Chheda
Whole-time Director	Chairman & Director
DIN: 09055150	DIN: 02456666

 

Place: Mumbai

Date: August 06, 2025