డైరెక్టర్ల నివేదిక Sejal Glass Ltd.

Mar 31, 2026

The Directors are pleased to present the 28^th (Twenty Eight) Annual Report and the Audited Financial Statements for the year ended March 31, 2026:

1. FINANCIAL RESULTS

(H In Lakhs)
Particulars	Standalone		Consolidated
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Gross revenue from operations	11063.33	6301.69	39650.23	24357.90
Total expenditure before finance cost, depreciation/ Amortizations.	10880.22	5834.24	33503.27	20961.09
Operating Profit/(Loss)	183.11	467.45	6146.96	3396.81
Other income	1463.25	754.47	485.37	137.44
Profit / (Loss) before finance cost, depreciation, exceptional items and taxes	1646.36	1221.91	6632.33	3534.25
Less: Finance costs	1131.53	712.54	2117.44	1634.26
Profit / (Loss) before depreciation, exceptional items and taxes	514.83	509.37	4514.89	1899.99
Less : Depreciation/Amortisation	708.12	109.48	1535.66	745.60
Profit / (Loss) before exceptional items & tax	(193.29)	399.90	2979.23	1163.60
Profit / (Loss) before taxes	(193.29)	399.90	2979.23	1154.39
Share of Profits/(Loss) of Associates	0.00	0.00	182.96	9.21
Tax Expense	0.00	0.00	259.13	60.58
Net Profit/Loss for the period	(193.29)	399.90	2903.06	1103.02
Other Comprehensive income: (i) items that will not be reclassified to Profit or loss	(29.52)	(6.80)	(29.52)	(6.80)
(ii) Foreign Currency Translation Reserves	0.00	0.00	721.10	(192.94)
Total Comprehensive income for the period	(222.81)	393.09	3594.64	903.27

a) Standalone Financial Performance

During FY 2025-26, the Company recorded strong growth in its standalone operations, with Revenue from Operations increasing by 75.59% to Rs. 11,063.33 Lakhs from Rs. 6,301.69 Lakhs in the previous year. The growth was primarily driven by the expansion of manufacturing capacity following the acquisition of two units, while the existing Silvassa facility also achieved organic growth of approximately 12%. EBITDA increased to Rs. 1,646.36 Lakhs from Rs. 1,221.91 Lakhs in FY 2024-25. However, the EBITDA margin moderated to 15% from 19% in the previous year due to the under - utilisation of capacity at the newly acquired units, which were operational only for part of the year under review. The existing Silvassa unit continued to maintain operating margins at levels comparable with the previous year.

The Company reported a loss after tax of Rs. 222.81 Lakhs during FY 2025-26 as against a profit of Rs. 393.09 Lakhs in FY 2024-25. The decline in profitability was primarily attributable to unabsorbed overheads and lower absorption of fixed operating costs arising from the under-utilisation of capacity at

the newly acquired facilities during the initial phase of integration and ramp-up. As the Company significantly expanded its manufacturing footprint during the year, the scale and composition of operations in FY 2025-26 are materially different from those of FY 2024-25, and accordingly, the financial and operational performance of the current year is not entirely comparable with that of the previous year.

b) Consolidated Financial Performance

During FY 2025-26, the Company delivered strong growth in its consolidated performance, with Revenue from Operations increasing by 63.85% to T40,135.60 Lakhs from T24,495.34 Lakhs in the previous year. The growth was primarily driven by improved capacity utilisation at the overseas subsidiary, which increased to 67% in FY 2025-26 from 53% in FY 2024-25. EBITDA grew by 87.19% to T6,632.33 Lakhs, while the EBITDA margin improved to 17% from 15%, reflecting enhanced production efficiency and operating leverage at the overseas subsidiary.

Profit after Tax increased significantly to T3,594.64 Lakhs as compared to T903.27 Lakhs in FY2024-25. The

PAT margin improved from 4% to 9%, demonstrating the positive impact of better operational efficiencies and higher capacity utilisation across the Company and its subsidiary, resulting in a substantial improvement in overall profitability.

c) Operational Highlights and Outlook

During FY 2025-26, the Company undertook a significant expansion initiative through the acquisition and operationalisation of two manufacturing units of Glasstech Industries (India) Private Limited, transforming its operations from a single-location to a multi-location manufacturing platform. As a result, the Company''s overall tempering capacity increased from 7.80 lakh sq. mtrs. per annum to 24.01 lakh sq. mtrs. per annum, while also creating opportunities in the Digital Printing Glass segment supported by a modern furnace equipped with Fully Conventional Technology. The Company''s UAE subsidiary continued to be a key driver of consolidated growth, delivering robust performance with revenue increasing by 59.15%, EBITDA margin improving from 13.5% to 17%, and profit after tax rising substantially, supported by strong market positioning, better capacity utilisation and efficient cost management. Despite geopolitical tensions during the latter part of Q4, the subsidiary maintained stable operations and sustained its growth momentum.

Financial year 2025-26 marked an important phase of strategic expansion and capacity building for the Company. While the integration and ramp-up of the newly acquired units temporarily impacted standalone profitability, the expanded manufacturing footprint has enhanced geographical reach and created operational synergies through improved load balancing, sharing of technical expertise and crossutilisation of experienced management resources. The Management remains confident that with higher utilisation of the acquired capacities, continued focus on operational efficiencies and cost optimisation, together with the sustained performance of the UAE subsidiary, the Company is well positioned to deliver sustainable growth, improved margins and enhanced long-term value for its stakeholders.

2. DIVIDEND:

Considering the Company''s growth plans and capital expenditure requirements, the Board believes that retaining the profits within the business would provide the necessary financial flexibility to support ongoing operations, fund future investments and create sustainable long-term value for shareholders. Hence, the Board of Directors have not recommended any dividend for the financial year ended March 31, 2026.

3. TRANSFER TO RESERVES:

During the year under review, no transfer is proposed to any reserves and accordingly, the entire balance available in the statement of profit and loss is retained in it.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended March 31, 2026 and the date of this Board''s Report.

5. PREFERENTIAL ISSUE:

During the year under review, pursuant to the approval accorded by the members, vide Postal Ballot Meeting held on October 15, 2025 and the In Principle approval received from National Stock Exchange of India Limited & BSE Limited, the Company has issued the following securities on preferential basis:

i. 13,00,000 (Thirteen Lakhs) Equity Shares at an issue price of H 555/- (Rupees Five Hundred and Fifty- Five only) each i.e., of the face value of H 10/- each and at a premium of H 545/- each per Equity Share aggregating to H 72,15,00,000/- (Rupees Seventy Two Crore Fifteen Lakhs only) to certain persons belonging to promoter & public category.

ii. 4,00,000 (Four Lakhs) Convertible Warrants at an issue price of H 555/-(Rupees Five Hundred and Fifty- Five only) each per Warrant aggregating up to H 22,20,00,000/- (Rupees Twenty Two Crores Twenty Lakhs only) to certain persons belonging to promoter category with a right to Warrant Holder to apply for and get allotted one equity share of face value of H 10/- (Rupees Ten only) each per Warrant.

The upfront money of 25% of issue price i.e., H 138.75/- per warrant aggregating to H 5,55,00,000/-(Rupees Five Crores Fifty Five Lakhs only) was received by the Company on allotment of warrants. The balance money of 75% of the issue price i.e., H 416.25/- per warrant will be paid by the warrant holders on conversion of the warrants.

The amount raised by preferential issue is intended to be used by the Company to meet in whole or part the working capital requirements, repayment of debts; capital expenditure, including towards development, refurbishment and renovation of Company''s assets, any other cost incurred towards the main business objects of the Company, financing of business opportunities, strategic initiatives and/ or investment in subsidiaries.

During the period under review, there has been no deviation or variation in the utilization of the proceeds of the preferential issue.

6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

(i) Sejal Glass & Glass Manufacturing Products LLC -Subsidiary

Your Company has a subsidiary, Sejal Glass & Glass Manufacturing Products LLC, in Ras Al Khaima, United Arab Emirates (“UAE”). Your Company holds 99.01% share holding in the LLC. The main objects of the subsidiary Company are in line with the main objects of the parent Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents are available on Investor section of the website of the Company at www. sejalglass.co.in.

Copies of the financial statements of the subsidiary companies are also available on the Company''s website at www.sejalglass.co.in.

(ii) Sejal Glass Ventures LLP - Associate

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.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“the Act”) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the Subsidiaries & Associates in Form No. AOC-1 is attached as Annexure- ‘1'' to this report. The statement also provides details of the performance and the financial position of the subsidiaries.

(iii) During the year under review, the Company does not have any Joint ventures.

7. SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2026 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.

The Paid-up Share Capital of the Company as on March 31, 2026 is H 31,40,00,000/- divided into 1,14,00,000 equity shares of H 10/- each fully paid up aggregating to H 11,40,00,000/- &

20.00. 000 7% Redeemable Preference Shares of H 100/- each aggregating to H 20,00,00,000/-.

The Preference Shares are not listed on any Stock Exchanges in India or abroad.

During the year under review, the Company has allotted

13.00. 000 Equity Shares at an issue price of H 455/- each i.e., of the face value of H 10/- each and at a premium of H 545/- each per equity share on a preferential basis

to certain persons belonging to promoter & public category. Additionally, the Company has allotted 4,00,000 (Four Lakhs) Convertible Warrants at an issue price of H 555/-(Rupees Five Hundred and Fifty- Five only) each per Warrant to certain persons belonging to promoter category with a right to Warrant Holder to apply for and get allotted one equity share of face value of H 10/- (Rupees Ten only) each per Warrant. The warrants are pending conversion as on March 31, 2026.

8. CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements for the financial year ended March 31, 2026, are prepared in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions of the Act.

As per the provisions of Section 136 of the Act, the Company has placed separate audited accounts of its subsidiary on its website at www.sejalglass.co.in and a copy of separate audited financial statements of its subsidiary will be provided to shareholders upon their request.

9. CHANGE IN THE NATURE OF BUSINESS:

There have been no changes in the nature of the business of the Company during the year under review.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors And Key Managerial Personnel (KMP)

As on March 31, 2026, the Board consists of 6 (six) Directors, with an optimum mix of 3 (three) Independent Directors, 1 (one) Executive Director and 1 (one) Non- Executive NonIndependent Director, 1 (one) Non- Executive Director/ Chairman. The Board consists of 2 (two) Woman Directors, both of whom are Independent Directors.

During the year under review, there were no changes in the Board of Directors of the Company.

Key Managerial Personnel:

During the year under review, there were no changes in the Key Managerial Personnel of the Company

Re-appointments proposed at the AGM:

• In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jiggar Savla (DIN: 09055150), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Director, liable to retire by rotation.

• Members of the Company, at the 23^rd Annual General Meeting of the Company, held on September 30, 2021, approved the appointment of Mr. Chirag H. Doshi

(DIN: 08532321) as an Independent Director, not liable to retire by rotation, for a period of 5 (Five) years commencing from September 30, 2021. The term of appointment of Mr. Chirag H. Doshi is up to September 29, 2026. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 16, 2026, recommended the reappointment of Mr. Chirag Doshi as an Independent Director, not liable to retire by rotation, for a second term of five years commencing from September 29, 2026 to September

28, 2031, based on his skills, experience, knowledge and positive outcome of performance evaluation.

• Members of the Company, at the 23^rd Annual General Meeting of the Company, held on September 30, 2021, approved the appointment of Ms. Neha Gada (DIN: 01642373) as an Independent Director, not liable to retire by rotation, for a period of 5 (Five) years commencing from September 30, 2021. The term of appointment of Ms. Neha Gada is up to September

29, 2026. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 16, 2026, recommended the reappointment of Ms. Neha Gada as an Independent Director, not liable to retire by rotation, for a second term of three years commencing from September 29, 2026 to September 28, 2029, based on her skills, experience, knowledge and positive outcome of performance evaluation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year under review, 9 (Nine ) 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.

12. COMMITTEES OF THE BOARD:

As on March 31, 2026, pursuant to the requirement under the Act and the Listing Regulations, the Board of Directors had the following Committees:

• Audit Committee

• Stakeholder''s Grievances and Relationship Committee

• Nomination and Remuneration Committee

• Implementation 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.

13. MEETING OF INDEPENDENT DIRECTORS:

Meeting of the Independent Directors without the presence of Non- Independent Directors and members of Management was duly held on March 27, 2026, where the Independent Directors inter alia evaluated the performance of Non-Independent Directors and the Board of Directors as a whole, reviewed the performance of Chairperson of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board of Directors.

14. DECLARATION BY INDEPENDENT DIRECTORS:

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.

15. 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 arm''s 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 arm''s 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 April 11, 2025. 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.seialglass.co.in/corporate-governance.html. 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.

16. BOARD EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations, Company has put in place a criteria for annual evaluation of performance of Chairperson, Individual Directors (Independent & Non - Independent), Board Level Committees and the Board as a whole.

Board evaluated the effectiveness of its functioning and that of Committees and of Individual Directors by seeking their inputs on various aspects of Board Committee Governance. Aspects covered in the evaluation included criteria of corporate governance practices, role played by the Board in decision making, evaluating strategic proposals, discussing annual budgets, assessing adequacy of internal controls, review of risk Management procedures, participation in the long-term strategic planning, the fulfilment of Directors'' obligations and fiduciary responsibilities and active participation at Board and Committee meetings.

Performance evaluation was made on the basis of structured questionnaire considering the indicative criteria as prescribed by the Evaluation Policy of the Company. The evaluation policy can be accessed on the website of the Company at https://www.sejalglass.co.in/corporate-governance.html

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Board were evaluated.

17. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Act, it is hereby confirmed that the Directors have:

i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and a proper explanation has been provided in relation to any material departures;

ii) 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 March 31, 2026 and of the profit of the Company for the year under review;

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 accounts for the financial year ended 31^st March 2026 have been prepared on a going concern basis;

v) internal financial controls were laid down to be followed by the Company and such internal financial controls were adequate and are operating effectively; and

vi) there were proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

18. AUDIT AND AUDITORS:

i. Statutory Auditors and their report

The Members of the Company, at the 23^rd Annual General Meeting (“AGM”) of the Company held on September 30, 2021, had approved the appointment of M/s Gokhale & Sathe, Chartered Accountants (Firm registration number: 103264W), as Statutory Auditors of the Company, to hold office from the conclusion of 23^rd AGM till the conclusion of the ensuing 28^th AGM.

In terms of the provisions of Section 139 of the Act, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than 2 (two) terms of 5 (five) consecutive years. M/s Gokhale & Sathe, Chartered Accountants are eligible for re-appointment for a further period of five years. After evaluating various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on May 16, 2026, proposed the re-appointment of M/s Gokhale & Sathe, Chartered Accountants (Firm registration number: 103264W) as the Statutory Auditors of the Company, for a second term of five consecutive years from the conclusion of 28^th AGM till the conclusion of the 33^rd AGM of the Company to be held in the year 2031. Further, the proposed remuneration payable to M/s Gokhale & Sathe, Chartered Accountants (Firm registration number: 103264W) for statutory audit services for the financial year ending March 31, 2027, will be H 7,50,000/- (Rupees Seven Lakh Fifty Thousand only only) plus applicable taxes and out of pocket expenses. Revision, if any, to the statutory audit fees for the remaining part of the tenure, shall be approved

by the Audit Committee/ Board of Directors, as may be required.

This proposal for re-appointment of Statutory Auditor forms part of the Notice of AGM for your approval. The Auditors Report for the Financial Year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer. The report is enclosed with the financial statements in this Annual Report.

ii. Secretarial Auditors and their report

Section 204 of the Act, inter-alia, requires every listed Company to annex to its Board''s report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in Practice.

The Board of Directors had appointed Mr. Harshad Pusalkar, Proprietor of Pusalkar & Co., Practicing Company Secretary as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2026 and their report in Form MR-3 is annexed to this Report as Annexure ‘3''.

iii. 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 2025-26 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 idea behind conducting Internal Audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditors reviewed the adequacy and efficiency of the key internal controls guided by 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.

19. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors or the Internal Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

20. NOMINATION AND REMUNERATION POLICY:

The Company''s 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/corporate-governance.html

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management instances of unethical behaviour, fraud or violation of Company''s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee. No person has been denied access to the Audit Committee.

During the year under review, the Company has not received any instances of genuine concerns from Directors or employees under this mechanism. The Company has also hosted the Whistle Blower Policy on the website of the Company and can be accessed at https://www.sejalglass. co.in/corporate-governance.html

22. POLICY ON MATERIAL SUBSIDIARIES:

The Board of Directors of the Company has, in accordance with the Listing Regulations, approved and adopted a Policy for determining material subsidiaries and the said policy as uploaded on the website of the Company can be accessed at https://www.sejalglass.co.in/corporate-governance.html

23. 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.

24. RISK MANAGEMENT:

The Company has developed and implemented a Risk Management policy detailing risks associated with its business, process of identification of elements of risks, monitoring and mitigation of these risks. The Management of the Company with the help of inhouse team and internal auditor, identifies the risks. Risks are generally associated with the areas of new products, information security, digitization etc. The Company had taken adequate checks and balances to eliminate and minimize the risk through the robust implementation of ERP system.

25. INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including

adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Company''s Chief Financial Officer has overall responsibility for the Management of the Company, including the design, implementation, and monitoring of internal control. Internal controls are implemented by individuals throughout the Company, and it is important that competent, well-trained individuals are involved in the design and oversight of the controls. Audit Committee reviews the adequacy and effectiveness of internal control system and monitors the implementation of audit recommendations.

The Company has implemented adequate procedures and internal control systems which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company is operating in a fully computerized environment and maintains all its records in ERP System.

26. DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2026.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, guarantees provided and investments made by the Company during the financial year ended March 31, 2026, as required under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this Report.

28. REVISION MADE IN FINANCIAL STATEMENTS/ BOARD’S REPORT:

The Company has not revised the Financial Statements or Board''s Report in respect of any of the three preceding financial years.

29. CODE OF CONDUCT:

In compliance with Regulation 17(5) of the Listing Regulations, the Board of Directors have framed and adopted Code of Conduct (“the Code”) for Directors and Senior Management of the Company. The Code provides guidance on ethical conduct of business and compliance of law. The Code is available on the Company''s website at https://www.sejalglass.co.in/corporate-governance.html.

All Members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31,2026.

A declaration to this effect, signed by the Whole Time Director in terms of the Listing Regulations, is given in the Corporate Governance Report forming part of this Annual Report.

30. 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 website of the Company at https://www.sejalglass.co.in/ annual-returns.html

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section and forms part of this Annual Report.

32. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The Corporate Governance Report, as required under Regulation 34 read with Schedule V of the Listing Regulations, forms part of this Annual Report.

The Practicing Company Secretary''s Certificate confirming compliance with Corporate Governance norms is attached to the Corporate Governance Report.

Further, as required under Regulation 17(8) of the Listing Regulations, a certificate from the Whole Time Director and CFO is also attached to the Corporate Governance Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as Annexure ‘4’.

34. 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 2025-26: Remuneration of Rs. 6.00 Lakh was paid to Mr. Jiggar Savla, Whole Time Director of the Company for the financial year ended March 31, 2026.

• Percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the FY 2025-26

Directors, Chief Financial Officer, and Company Secretary	Designation	% Increase in remuneration in financial year
Chandresh Rambhia	CFO	50.00 %
Jiggar Savla	Whole Time	100.00 %
	Director

No commission was declared and paid to Independent Directors for the FY 2025-26.

• The percentage increase in the median remuneration of the employees in the financial year is around 7.19 % excluding the remuneration paid to the KMP.

• The number of permanent employees on the rolls of Company as March 31, 2026: 293.

• 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 50.00%. Average percentage increase in remuneration of all employees other than Key Managerial Personnel has been around 7.19%

• 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.

35. DISCLOSUREAS PERTHE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace. Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any Complaint of sexual harassment.

36. LISTING STATUS:

The Company''s equity shares are listed on BSE limited & National Stock Exchange of India Limited (“NSE”). The Company has paid the listing fees to BSE & NSE and the Annual Custody Fee to National Securities Depository Limited and Central Depository Services (India) Limited for the financial year ended March 31, 2026.

37. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:

The Board has formulated a code of internal procedures and conduct to regulate, monitor and report trading by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances.

The copy of the same is available on the website of the Company in the Investor Relations section at https://www. sejalglass.co.in/corporate-governance.html

Further, the Board has also formulated code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Fair Disclosure Code”) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to

applicable laws and regulations. The copy of the same is available on the website of the Company in the Corporate Governance section at https://www.sejalglass.co.in/ corporate-governance.html

38. 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.

39. OTHER DISCLOSURES:

i. The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/ Directors.

ii. The Company has not issued sweat equity shares and shares with differential rights as to dividend, voting or otherwise.

iii. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.

iv. There were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

v. The Company is not required to make and maintain such accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act read with the Companies (Accounts) Rules, 2014.

vi. Pursuant to Section 197 (14) of the Act, the Whole Time Director of the Company did not receive any remuneration or commission from its subsidiaries/ holding company.

vii. There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016

viii. The Company has not entered into one time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

40. 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 Company''s operations include increase in price of inputs, availability of raw materials, changes in Government regulations, tax laws, economic conditions and other factors.

41. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.

---

Mar 31, 2025

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 Company''s financial performance (Standalone and Consolidated) for the Financial Year ended March 31, 2025, is
summarized below;

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/ Amortizations.	5834.24	5395.98	20961.09	14341.94
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, exceptional items and taxes	1221.91	703.71	3534.25	2130.97
Less: Finance costs	712.54	555.71	1634.26	1254.61
Profit / (Loss) before depreciation, exceptional items and taxes	509.37	148.00	1899.99	876.36
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 Company’s
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 Company''s 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.seialglass.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.

While trade tensions may persist in the short term, 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

Global Economy
(%)
ICY24	3.3
IcY25	2.8
Icy26	3.0
Advanced Economies
(%)
|CY24	1.8
IcY25	1.4
|CY26	1.5
Emerging Market & Developing Economies
(%)
CY24	4.3
CY25	3.7
CY26	3.9
Source: IMF World Economic Outlook

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 Africa''s 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 region''s 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 economy''s sustained growth. In FY2025,
the country''s 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 RBI''s recent repo rate reduction is
expected to improve systemic liquidity, lower borrowing
costs and provide buffer against external shocks.

Inflation over the years
(%)
FY 2024-25	4.6
FY 2023-24	5.4
FY 2022-23	6.7
Source: PIB press release

Outlook

India''s 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, India''s
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 industry''s 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 country''s 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 Arabia''s Vision 2030 and
landmark projects such as NEOM City. The region''s 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 China''s energy efficiency
standards and major investments in smart cities such as
India''s USD 9.62 billion Smart Cities Mission, are creating
strong tailwinds for the industry.

Indian Flat Glass Industry

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

The sector''s 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 India''s 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 government''s 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 world''s 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 India''s 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. , . ... _v

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%

Toughened Glass (figure in lakhs)
|FY 2024-25	| 2151.43
Insulating Glass (figure in lakhs)	1948.58
FY 2024-25	1337.66
FY 2023-24	| 1448.02
Laminated Glass (figure in lakhs)
Others (figure in lakhs)	98.15 2271.26
FY 2024-25	97.75
FY 2023-24	| 213.11
Traded Goods (figure in lakhs)
FY 2024-25	71.46
FY 2023-24	55.32

Human Resources

Sejal Glass views its workforce as a vital asset in
achieving sustainable growth and operational excellence.
The Company''s 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
Company''s 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 Company''s 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 Company''s 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 Company''s operations and financial performance.	The Company''s business has implemented proactive strategy involving regular monitoring regulatory updates and ensure timely adoption to new laws and regulations.
Raw material risk	The Company''s 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 Glass''s 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 Glass''s 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	Sejal Glass'' reliance on Information Technology (IT) systems	The Company performs
technology risk	for critical operations, including manufacturing, supply chain	comprehensive risk assessments,
	management, sales and financial record-keeping, exposes the	strong security controls like fire walls
@71	Company to risks of system failures, which could result in significant operational disruptions and financial losses.	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	The company is focusing on capacity
jS	fluctuations in interest rates, liquidity constraints, credit risk	utilisation to enhance operational
¦fesl	and inflationary pressures, which could impact its financial	efficiency, improve margins
	stability and overall performance	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
Company''s 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.

The Paid-up Share Capitalofthe Companyas on March 31,2025
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 Hon''ble 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 H 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 Hon''ble 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 hon''ble 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. DIRECTOR’S 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

• Stakeholder''s 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 Company''s 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 Company''s 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 arm''s 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 arm''s 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 Auditor’s 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 Board''s 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 Company''s 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	Designation	% Increase in remuneration
Company Secretary		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 Company''s 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 Company''s 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. DISCLOSUREAS PERTHE SEXUALHARASSMENT
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 harassment received in the year	NIL
Number of complaints disposed-off during the year;	NIL
Number of cases pending for more than ninety days	NIL

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 Company''s
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

Place: Mumbai Whole-time Director Chairman & Director

Date: August 06, 2025 DIN: 09055150 DIN: 02456666

---

Mar 31, 2024

The Board of Directors of Sejal Glass Limited (“the Company”) have pleasure in presenting the 26^th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2024.

1. FINANCIAL SUMMARY

The financial performance (Standalone and Consolidated) of the Company for the financial year ended March 31,2024 (“year under review”) is as follows:

(Rs. In Lakhs)
Particulars	Standalone 31.03.2024	Standalone 31.03.2023	Consolidated 31.03.2024	Consolidated 31.03.2023
Gross revenue from operations	5952.51	4642.70	16379.93	4642.70
Total expenditure before finance cost, depreciation/ Amortizations.	5395.98	4292.26	14341.94	4276.84
Operating Profit/(Loss)	556.53	350.44	2037.99	365.86
Other income	147.18	17.61	92.98	17.61
Profit / (Loss) before finance cost, depreciation,exceptional items and taxes	703.71	368.05	2130.97	383.47
Less: Finance costs	555.71	230.50	1254.61	230.50
Profit / (Loss) before depreciation, exceptional items and taxes	148.00	137.55	876.36	152.97
Less : Depreciation/Amortisation	97.31	89.30	559.29	89.30
Profit / (Loss) before exceptional items & tax	50.70	48.25	317.06	63.67
Exceptional Items (Refer note)	0.00	(92.57)	0.00	(92.57)
Profit / (Loss) before taxes	50.70	(44.32)	317.06	(28.90)
Share of Profits/(Loss) of Associates	0.00	0.00	16.23	(88.99)
Net Profit/Loss for the period	50.70	(44.32)	333.31	(117.89)
Deferred Tax Expense	0.00	(903.00)	0.00	(903.00)
Other Comprehensive income:
(i) items that will not be reclassified to Profit or loss	(8.23)	0.00	(8.23)	0.00
(ii) Foreign Currency Translation Reserves	0.00	0.00	(54.07)	0.00
Total Comprehensive income for the period	42.47	858.68	271.02	785.11

2. OPERATIONAL PERFORMANCE:The Highlights of the Company’s performance (Standalone) for the Financial Year Ended March 31, 2024, are as under:

• Total Sales of the Company increased by 28.21 % to Rs. 5952.51 lakhs from Rs. 4642.70 lakhs in the previous year. The other income during the period under review stood at Rs. 147.18 lakhs as compared to the previous financial year figures of Rs. 17.61 lakhs.

• The reported Profit before Tax for the year was Rs. 50.70 lakhs as compared to Loss (after exceptional item) of Rs. 44.32 lakhs in previous financial year.

• The Net Profit after Tax was Rs. 50.70 lakhs as compared to Rs. 858.68 lakhs in the previous financial year.

The Highlights of the Company’s performance (Consolidated) for the Financial Year Ended March 31,2024, are as under:

• The Company achieved a consolidated revenue of Rs. 16379.93 lakhs during the year under review as against Rs. 4642.70 lakhs for the previous financial year. The other income during the period under review stood at Rs. 92.98 lakhs.

• The Net Profit was positive at Rs. 317.08 lakhs as against Rs. 63.67 lakhs in previous financial year.

• The share of profit from Associates was to the extent of Rs. 16.23 lakhs as against loss Rs.88.99 lakhs in the previous financial year.

• Profit from operations before and after exceptional items was to the extent of Rs. 333.31 lakhs.

3. 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

There were no material changes and commitments, 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 relate and the date of the report.

4. DIVIDEND

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

5. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31,2024, the Company has one Direct Subsidiary and one Associate LLP. During the year under review, 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.

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 Consolidated Financial Statements presented by the Company for the year under review is prepared in compliance with the applicable provisions of the Act, Indian Accounting Standards (Ind-AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”) which forms part of this Annual Report.

The operations of the Subsidiary and the Associate for the financial year ended March 31,2024, 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.

6. SHARE CAPITAL

As on March 31,2024, the Authorised Capital of the Company was Rs. 60,00,00,000/- (Rupees Sixty Crore only) comprising of 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each and 45,00,000 (Forty Five Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each.

During the financial year under review the Company, issued and allotted 20,00,000 (Twenty Lakhs) NonConvertible Non-Cumulative Redeemable Preference Shares (RPS) of Rs. 100/- (Rupees One Hundred only) each at par aggregating to Rs. 20,00,00,000/- (Rupees Twenty Crores only) to below mentioned allottees (under category Promoter and Affiliate of Promoter/Promoter Group respectively) in the following manner;

Name of the Allottee	Address	No of Shares	Amount (Rs)
M/s Dilesh Roadlines Pvt. Ltd.	B/402, Hill Residency, Amar Nagar, GG Singh Road, Mulund (West),Mumbai 400082	15,00,000	15,00,00,000/-
M/s Dilesh Logistics (India) Private Limited	B/402, Hill Residency, Amar Nagar, GG Singh Road, Mulund (West),Mumbai 400082	5,00,000	5,00,00,000/-
The RPS are not listed on any of the Stock Exchanges in India or abroad.

7. DEBENTURES

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

8. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public falling under Section 73 of the Companies Act, 2013, (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Company has received orders from Income Tax Authorities raising demand for the period prior to the Hon’ble 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 department has raised a Penalty demand under u/s 271(1)(C) pertaining to AY 2012-13, for an	NIL	Rs. 38.52 crore

	amount of Rs. 38.82 crores on account of the Company furnishing inaccurate particulars of income by wrongly claiming Long Term Capital Gain as Short Term Capital Gain and also by claiming wrong set-off of unabsorbed depreciation against the Short Term Capital Gain.
2.	Income Tax department has raised a demand under u/s 147 rw 144B pertaining to AY 2018-19, for an amount of Rs. 1.57 crore on account of the addition of unexplained Credit of an amount of Rs. 14,47,773/-.	NIL	Rs. 1.57 crore
3.	Income Tax department has raised a demand under u/s 147 rw 144B pertaining to AY 2019-20, for an amount of Rs. NIL on account of the addition of unexplained Credit of an amount of Rs. 22,31,015/-.	NIL	NIL

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 (NCLT) on March 26, 2021 (Order date) approved the Resolution Plan submitted by the Successful Resolution Applicant/s.

Consequent upon the approval of the Resolution Plan by the Hon’ble NCLT u/s 31(1) of Insolvency and Bankruptcy Code 2016, all the claims not forming part of the approved Resolution Plan stand extinguished. The claim raised by the Income Tax department pertains to Pre-CIRP period and hence stands extinguished.

The Company is in the process of approaching the appropriate authorities for relief against the said order and in view of the above explanation the Company strongly opines that it has a strong case to defend the demand raised and the Company is hopeful that the demand will be set aside.

Due to this, there is no impact on financial, operations or other activities of the Company.

10. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has an Internal Financial Control System commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of Internal Control System, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc.

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2024, the Board of Directors of the Company comprised of One Executive Director (Whole-time Director), Four Non- Executive Independent Directors 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 no changes took place in the Board of Directors.

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. Surji D. Chheda, 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 26^th Annual General Meeting.

Independent Directors’ Declaration:

The Company has received declarations from all the Independent Directors of the Company under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, 2015, confirming that:

a) they meet the criteria of independence stipulated under section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.

b) they are in compliance with the Code for Independent Directors prescribed under Schedule IV of the Act.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2024 were: Mr. Chandresh R. Rambhia as Chief Financial Officer and Mr. Ashwin S. Shetty as Vice President Operations & Company Secretary of the Company.

There were no changes in the Key Managerial Personnel of the Company during the financial year under review.

12. DIRECTOR’S 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 March 31,2024, 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 March 31,2024 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 March 31,2024 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.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, Seven (7) 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.

14. COMMITTEES OF THE BOARD

The Company has duly constituted the Committees required under the Act read with applicable Rules made there under and the SEBI Listing Regulations, 2015.

As on March 31,2024, the Board had following Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders’ Relationship Committee

The details of composition of each Committee, terms of the reference and number of meetings held during the year under review are given in the Corporate Governance Report.

15. NOMINATION AND REMUNERATION POLICY

The Company’s Nomination and Remuneration Policy is in conformity with the requirements of Section 178(3) of the Act and SEBI Listing Regulations, 2015.

16. VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

In terms of Section 177(9) of the Act read with the SEBI Listing Regulations, 2015, the Company has adopted a Vigil Mechanism cum Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

Through this Policy, the Company seeks to provide a mechanism to the whistleblower to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting, without fear of any kind of discrimination, harassment, victimization or any other unfair treatment or employment practice being adopted against the whistleblower. No person is denied access to the Chairman of the Audit Committee.

The policy is available on the website of the Company viz. www.sejalglass.co.in

17. 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 arm’s 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 arm’s length basis. The statement giving details of all Related Party Transactions were placed before the Audit Committee and 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.

18. 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 forming part of the audited financial statements.

19. AUDITORSa. Statutory Auditors

M/s. Gokhale & Sathe, Chartered Accountants (FRN 103264W) were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 23rd 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, 2024, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

b. Secretarial Auditors:

Section 204 of the Act inter-alia requires every listed Company to annex to its Board’s Report, a Secretarial Audit Report given by a Company Secretaries 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 Secretaries, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2023-24. The Secretarial Audit Report for the financial year 2023 - 24 in Form MR-3 is annexed as Annexure-3.

c. 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 2023-24 and had been entrusted with the internal audit of the Company.

20. 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.

21. Risk Management

The Company has a Risk Management Policy duly adopted by the Board of Directors. The Policy is tailored to appropriately appraise the state of the Company’s business risks. Management is empowered to identify, assess and leverage business opportunities and manage risks effectively.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to protect its shareholders and other stakeholder’s interest, achieve its business objective and enable sustainable growth.

The Board oversees the Enterprise Risk Management framework to ensure execution of decided strategies with focus on action and monitoring of risks arising out of unintended consequences of decisions or actions related to performance, operations, compliance, incidents, processes and systems, transactions and the same are managed appropriately. Further, major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, production, product quality, market, litigation, logistics, operational, financial, human resources, environment and statutory compliance. These process/ measures are reviewed and updated from time to time as required.

22. 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.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees as required under 197(12) of the Act, 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.

24. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed analysis of the Company’s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report and annexed as Annexure - 5 .

Certain statements in the ‘Management Discussion and Analysis’ section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company’s growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company’s financial statements and notes on accounts.

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 2023- 24 is put up on the Company’s website viz. www.sejalglass.co.in

26. CORPORATE GOVERNANCE REPORT

The Company constantly endeavours 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 Company’s 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- 6 to this report.

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

Your Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

During the year 2023-24, your Company did not receive any complaint of sexual harassment at workplace.

28. 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.

29. CORPORATE SOCIAL RESPONSIBILITY POLICY

Your 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 Act, read with Rule 9 of the Companies (Accounts) Rules, 2014, is not applicable.

30. GENERAL DISCLOSURE

General disclosures as per section 134 of the Act read with Rules made thereunder:

a) The Company is not required to maintain the cost records as per section 148(1) of the Act. However, the cost record audit is not applicable to the Company for the year under review.

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.

31. CAUTIONARY STATEMENTS:

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

32. ACKNOWLEDGEMENT

The Board of Directors wish to place on record their gratitude to the Authorities, Banks, Business Associates, Shareholder’s, Customers, Dealers, Agents, and Suppliers for their unstinted support, assistance and cooperation 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.

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Mar 31, 2023

The Board of Directors present this 25th Annual Report of the Company, along with the financial statements for the Financial Year ended 31st March, 2023 in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”).

1. FINANCIAL RESULTS:

The Company’s performance (Standalone and Consolidated) for the Financial Year ended 31st March, 2023 is summarized below;

(Rs. in Lakhs)

Particulars	Standalone 31.03.2023	Standalone 31.03.2022	Consolidated 31.03.2023	Consolidated 31.03.2022
Gross revenue from operations	4642.70	2,432.78	4642.70	NA
Total expenditure before finance cost, depreciation/ Amortizations.	4292.26	2,542.44	4276.84	NA
Operating Profit/(Loss)	350.44	(109.66)	365.86	NA
Other income	17.61	16.98	17.61	NA
Profit / (Loss) before finance cost, depreciation,exceptional items and taxes	368.05	(92.68)	383.47	NA
Less: Finance costs	230.50	105.40	230.50	NA
Profit / (Loss) before depreciation, exceptional items and taxes	137.55	(198.08)	152.97	NA
Less : Depreciation/Amortisation	89.30	124.10	89.30	NA
Profit / (Loss) before exceptional items & tax	48.25	(322.18)	63.67	NA
Exceptional Items (Refer note)	(92.57)	15,018.41	(92.57)	NA
Profit / (Loss) before taxes	(44.32)	14,696.23	28.90	NA
Other Comprehensive income	-	(2.33)	-	-
Total Comprehensive income for the period	858.68	14,693.90	785.11	NA

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:The Highlights of the Company’s performance (Standalone) for the Financial Year Ended 31^st March, 2023 are as under:

Total Sales of the Company increased by 90.83% to Rs. 4,642.70 Lakhs from Rs. 2,432.78 Lakhs in the previous year.

Operating EBITDA (before exceptional items) was positive at 48.25 lakhs as compared to negative EBITDA (before exceptional items) of Rs. 322.18 Lakhs in the previous year. The other income during the period under review stood at Rs. 17.61 Lakhs as compared to the last years figure of Rs. 16.98 Lakhs. The exceptional items was negative at Rs. 92.57 Lakhs as compared to the positive exceptional items of Rs. 15,018.41 in the previous year.

The reported Loss before Tax (after exceptional item) for the year was Rs. 44.32 Lakhs as compared to Profit before Tax (after exceptional item) of Rs. 14,696.23 Lakhs. During the year the Company based on future projections and after obtaining expert opinion has created a net deferred tax asset of INR 903 lakhs on Unsued Tax Losses. After taking into consideration the deferred Tax asset the Net Profit after Tax was Rs. 858.68 Lakhs as compared to Rs. 14,696.30 lakhs in the previous year.

The Highlights of the Company’s performance (Consolidated) for the Financial Year Ended 31st March, 2023 are as under:

The Company achieved a consolidated revenue of Rs. 4,642.70 Lakhs during the year under review. The other income during the period under review stood at Rs. 17.61 Lakhs. Operating EBITDA (before exceptional items) was positive at 63.67 lakhs. The share of loss from Associates was to the extent of Rs. 88.99 lakhs. Loss from operations before exceptional items was to the extent of Rs.25.32 Lakhs. Exceptional items were negative Rs. 92.57 lakhs during the year under review.

The reported Loss before Tax (after exceptional item) for the year was Rs. 117.89 Lakhs. After taking into consideration the deferred Tax asset of Rs. 9.03 Lakhs, the Net Profit after Tax was Rs. 785.11 Lakhs.

The Company had incorporated a Limited Liability Partnership by the name of Sejal Glass Ventures LLP (“LLP”) on August 02, 2022 wherein the Company held 99.99% sharing in Profit and Loss and Capital Contribution. Vide an LLP agreement dated December 5, 2022 M/s. Dilesh Roadlines Pvt. Ltd., was admitted as the Partner in the said LLP, consequent upon which the holding of the Company was reduced from 99.99% to 44.99%, thereby making it an associate of the Company. Sejal Glass Ventures LLP has formed a wholly owned subsidiary by the name of M/s Sejal Glass and Glass Manufacturing Products LLC, in UAE on November 15, 2022. The investment by way of Capital Contribution in Sejal Glass Venture LLP was subsequent to the approval of the members received through Postal Ballot dated November 12, 2022.

The above consolidated results for the quarter and year ended March 31,2023 are of the Company and the said LLP (including its wholly owned subsidiary as mentioned above) as per equity method prescribed under IndAS 28.

In view of the fact that the LLP has been incorporated in the current F.Y. the figures for the last year are not available.

3. DIVIDEND

The Board of Directors does not recommend any dividend to the shareholders of the Company for the financial year ended March 31,2023.

4. TRANSFER TO RESERVES

No amount has been transferred to Reserves for the Financial Year under review.

Exceptional items:During the year 2021-22:

Exceptional item for the year 2021-22 was gain of 15,018.41 Lakhs comprising of;

1) De-recognition of loans/borrowings, trade payables, statutory dues, other payables etc.

2) Reversal of Provision for Contingencies and unforeseen Losses, in respect of liabilities provided earlier

3) Impairment/write off of various asset consisting of old assets and receivables etc.

4) Net reversal of Provision for contingencies & doubtfulness and unforeseen Losses, in respect of assets.

During the year 2022-23:

Exceptional Item for the year 2022-23 was Loss of Rs. 92.57 lakhs in respect of loss of sale off core assets as per the Approved Resolution Plan.

5. MATERIAL DEVELOPMENTS

Consequent upon the approval of the Resolution Plan on March 26, 2021, the following key changes took place;

DURING THE PREVIOUS FINANCIAL YEAR.Reconstitution of the Board of Directors.

The new management has taken charge of the affairs of the Company. The erstwhile Board of Directors vacated their office and the Board has been reconstituted with new members.

Reduction & Consolidation of existing Equity Share Capital:

The existing Paid up Capital of the Company stood reduced from the existing Rs. 33,55,00,000/- (Rupees Thirty Three Crores Fifty Five Lakhs Only) to Rs 10,00,000/- (Rupees Ten Lakhs Only) and the existing shares of the Company was consolidated from the existing 3,35,50,000 equity shares of the face value of Rs. 10/- each to 1,00,000 equity shares of the face value of Rs. 10/- each.

Issue & Allotment of fresh equity shares to the Resolution Applicants & its affiliates:

Issued & allotted 100,00,000 (One Crore) Equity Shares of Rs. 10/- each to the Resolution Applicant/s and /or its Affiliates.

Payment of dues to Creditors:

Upfront payment of Rs. 1025.00 Lakhs towards CIRP Costs, settlement of the debts of Operational Creditors & financial creditors.

Payment to Secured Creditors

An amount of Rs. 600.00 Lakhs was paid in January 2022, to the Secured Creditors being the Second Tranche in accordance with the provisions of the approved Resolution Plan.

Key Managerial Personnel:

The Key Managerial Personnel have been appointed.

DURING THE CURRENT FINANCIAL YEAR:(i) Payment to Secured Creditors.

An amount of Rs. 600.00 Lakhs was paid in July 2022, to the Secured Creditors being the Third Tranche in accordance with the provisions of the approved Resolution Plan. Further an amount of Rs. 781.00 Lakhs was paid in October 2022, to the Secured Creditors being the last and final tranche in accordance with the provisions of the approved Resolution Plan. The said payment was done four months prior to the envisaged due date in the Approved Resolution Plan.

(ii) Reclassification of Authorized Share Capital of the Company:

The Authorised Share Capital of the Company has been reclassified from 60,00,00,000/- (Rupees Sixty Crore only) comprising 6,00,00,000 (Six Crore) Equity Shares of Rs. 10/- (Rupees Ten) each to 15,00,00,000/- (Rupees Fifteen Crore only) comprising 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Re. 10/- (Rupees Ten) each and 45,00,00,000 (Forty Five Crore) comprising 45,00,000 (Forty Five Lakhs) Preference Shares of Rs.100/- (Rupee One Hundred) each.

(iii) Adjustment of Debit balance of Retained earnings against Surplus & Reserves:

The approved Resolution Plan dated March 26, 2021 read with the order dated June 07, 2021 provided for various reliefs and concessions interalia amongst others reduction of share capital by exempting compliance of the provisions of the Companies Act, 2013 (and the rules framed thereunder) and under any other applicable laws with respect to reduction of Share Capital.

In line with the approved Resolution Plan and in order to represent the true and fair view of the financial position of the Company post implementation of the Resolution Plan, the Company based on the expert opinion, has netted off the balances available under the Securities Premium and Capital Reserve on reduction of Share Capital against the Debit balance of Profit and loss account as given below;

Particulars	As on 31st March 2023 (Amount in Rs. Lakhs)
Retained earnings (Pre-adjustment)	(27,321)
Adjusted by:
a) Securities Premium	14,066
b) Capital Reserve on Reduction of Share Capital	3,345
Retained earnings (Post-adjustment)	(9,910)

(iv) Recognition of Deferred Tax Asset in the books of accounts against unused Tax losses:

Consequent upon the approval of the Resolution Plan the new management has taken over control of the Company and has taken various measures for revival and stabilization of the Business. The Company had substantial tax losses pertaining to period prior to Corporate Insolvency Resolution Process (CIRP) viz. unabsorbed tax depreciation of INR 17060 Lacs (which are available without any time limitation) along with business losses of INR 9372 Lacs, totalling to INR 26432 Lacs (“Unused Tax Losses”).

The operations and resultantly revenue from operations of the Company has been increasing post CIRP. The Company has also posted Profit before exceptional items and tax of INR 48 Lacs in standalone financials of FY 2022-23. The management has prepared the future business projections of taxable business profits considering the current capacity level and stabilized cost structures. The said projections have been reviewed by the Board of the Directors of the Company. In the view of management, the said projections are reasonable and provides convincing indication for the probable amount of future taxable profits. Accordingly, as on 31^st March 2023, the Company has recognized Net Deferred Tax Asset of INR 903 lacs mainly on account of Unused Tax Losses.

6. MATERIAL CHANGES POST CLOSURE OF FINANCIAL YEAR:a. Issue & Allotment of Preference Shares:

The Company on May 11, 2023, issued and allotted 20,00,000 (Twenty Lakhs) Non-Convertible Non-Cumulative Redeemable Preference Shares (RPS) of Rs.100/- (Indian Rupees One Hundred only) each at par aggregating to INR 20,00,00,000/- (Indian Rupees twenty Crores only) to below mentioned persons (under category Promoter and Affiliate of Promoter/Promoter Group respectively) in the following manner;

Name of the Allottee	Address	No of Shares	Amount (Rs)
M/s Dilesh Roadlines Pvt. Ltd.	B/402, Hill Residency, Amar Nagar, GG Singh Road, Mulund (West), Mumbai 400082	15,00,000	15,00,00,000/-
M/s Dilesh Logistics (India) Private Limited	B/402, Hill Residency, Amar Nagar, GG Singh Road, Mulund (West), Mumbai 400082	5,00,000	5,00,00,000/-

The said preference shares are not listed on any of the Stock Exchanges in India or abroad.

b. Acquisition of Subsidiary LLC:

The Company acquired 99.01% Equity Shares of M/s. Sejal Glass & Glass Manufacturing Products LLC, an LLC incorporated under laws of UAE w.e.f. May 19, 2023.

Pursuant to the said acquisition the LLC has become Subsidiary of the Company with effect from the date of such acquisition.

7. SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31st March, 2023 was 10,10,00,000 (Rupees Ten Crore Ten Lakhs Only) comprising 1,01,00,000 (One crore one lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees & Investments covered under the provisions of Section 186 of the Companies Act, 2013, forms of the notes to the Standalone Financial Statements of the Company.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

a) Subsidiaries-

During the year under review, there was no Subsidiary of the Company.

b) Associate-

Sejal Glass Ventures LLP (SGV LLP) was an associate of the company, with the Company holding 44.99% of the Capital Contribution in the said LLP.

A separate statement containing the salient features of the Financial Statement of the Associate, in the Form AOC-1, is attached with this Annual Report as Annexure ''A''

c) Joint Venture-

During the year under review, there was no Joint Venture of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:a. Composition

The current composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations. As on 31st March, 2023, the composition of the Board is as follows:

Name of the Director	Designation
Mr. Surji D. Chheda	Chairman (Non- Executive- Non Independent Director)
Mr. Jiggar L. Savla	Executive Director
Mr. Chirag H. Doshi	Non - Executive - Independent Director
Ms. Neha R. Gada	Non - Executive - Independent Director
Mr. Vijay Mamania	Non - Executive - Independent Director
Ms. Amruta Patankar	Non - Executive - Independent Director

b. Retirement by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jiggar Savla (DIN: 09055150) , retires by rotation as a Director at the AGM and being eligible, offers himself for reappointment.

A detailed profile of Mr. Jiggar Savla along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report.

c. Key Managerial personnel:

As on 31st March, 2023, following are the Key Managerial Personnel of the Company: a) Mr. Chandresh Rambhia - Chief Financial Officer b) Mr. Ashwin S. Shetty VP Operations & Company Secretary and Compliance Officer.

There were no changes in the Key Managerial Personnel during the year.

11. BOARD MEETINGS:

During the Financial Year ended on 31st March, 2023, Five (5) Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of this Annual Report.

The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

12. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the Certificate as required under Schedule V(E) of Listing Regulations received from the Secretarial Auditors of the Company forms part of this Annual Report. The certificate from the Practicing Company Secretary on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report.

13. INDEPENDENT DIRECTORS’ DECLARATION:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations;

b) they are in compliance of Code of Conduct;

14. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc.

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

15. VIGIL MECHANISM & WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The policy on the same can be accessed on the Company’s website at www.sejalglass.co.in

16. RELATED PARTY TRANSACTIONS:

The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction which is uploaded on the Company’s website at www.sejalglass.co.in

All related party transactions that were entered into during the FY 2022-23 were on an arm’s length basis and were in the ordinary course of the business. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other Designated persons which may have potential conflict with interest of the Company at large.

The related party transactions are approved by the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. A report of factual findings arising out of the accepted procedures carried out in regard to transactions with Related Parties is given by the Statutory Auditors on quarterly basis and the same is placed before the Audit Committee.

The details of related party transactions are provided in the accompanying financial statements of contracts or arrangements made with related parties.

Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm’s length’s basis, Form AOC-2 is not applicable to Company.

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

Your Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at

the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

During the Financial Year 2022-23, your Company did not receive any complaint of sexual harassment.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013, with respect to the Directors’

Responsibility Statement, it is hereby confirmed:

i. In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit & loss of the Company for the year ended on that date;

iii. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual financial statements for the financial year ended March 31,2023 have been prepared on a ‘going concern’ basis;

v. Internal financial controls have been laid down to be followed by the Company and such financial controls are adequate and are operating effectively, and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. 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 23th AGM, held on 30th September, 2021. The Company has received confirmation from them to the effect that they are not disqualified from continuing as 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 31st March, 2023, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

b. Secretarial Auditors:

Section 204 of the Act inter-alia requires every listed company to annex to its Board’s 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 FY 2022-23. The Secretarial Audit Report in Form MR-3 is annexed as Annexure ‘B’.

c. 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 2022-23 and had been entrusted with the internal audit of the Company.

20. EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, the extract of the Annual Return for the financial year 202223 in Form MGT-9 is put up on the Company’s website at www.sejalglass.co.in

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE & OUTGO:

The Company is conscious of its responsibility to conserve energy and has taken measures in relation to conservation of energy and technology absorption. The particulars in respect to conservation of energy, Technology Absorption & Foreign Exchange & Outgo are given in the Annexure ‘C’ ‘to the Board’s Report.

22. COMPLIANCE OF SECRETARIAL STANDARDS:

In terms of Section 118 (10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings. The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

23. PARTICULARS OF EMPLOYEES:

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.

24. 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 Company’s operations include increase in price of inputs, availability of raw materials, changes in Government regulations, tax laws, economic conditions and other factors.

25. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A Separate section on the Management Discussion & Analysis Report is annexed to the Directors Report as Annexure ‘D’.

26. GENERAL DISCLOSURE:

Your Directors’ state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d. Disclosure regarding Corporate Social Responsibility (CSR) under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014.

e. None of Directors of the Company receive any remuneration or commission from its subsidiary/ies.

f. No fraud has been reported by the Auditors to the Audit Committee or the Board.

g. There has been no change in the nature of business of the Company.

h. The Company has not issued any warrants, debentures, bonds or any non-convertible securities.

i. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

j. The financial statements of the Company were not revised.

k. The Company has not failed to implement any corporate action.

l. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. \

m. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year upto the date of this Annual Report. Further, there are no other significant development during the year which can be considered as Material.

n. There was no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

o. There was no instance of one-time settlement with any Bank or Financial Institution.

27. INDUSTRIAL RELATIONS:

The Industrial relations have been cordial at the manufacturing facility of the Company.

28. ACKNOWLEDGMENT:

The Directors express their appreciation for the sincere cooperation and assistance of Central and State

Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish

to place on record their deep sense of appreciation for the committed services by your Company’s employees.

Your Directors acknowledge with gratitude, the encouragement and support extended by our valued

Members.

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their Sixteenth Annual Report, together with the Audited Accounts of the Company, for the year ended March 31, 2014 as follows:

FINANCIAL RESULTS

(Amount in Rs.)

Year 2013-13 Year 2012-13

I. Continuing Operations

Sales and Operating Income 126,36,87,880 62,67,74,810

Other Income 10,63,48,140 1,16,00,8092

Total Income 137,00,36,020 74,27,82,902

Operating Expenditure 132,93,40,282 63,17,92,414

Profit Before Interest & 4,06,95,738 11,09,90,488 Depreciation

Less : Interest 8,82,20,178 8,10,49,903

Less : Depreciation/amortization 2,45,85,443 2,44,44,004

Net Profit/(Loss) Before Tax and (7,21,09,883) 54,96,581 Exceptional Items

Loss on sale of Property & (11,36,87,809) (10,22,67,961) Provision for contigency

Prior period items (17,96,069) 70,16,625

Net Profit/(Loss) Before Tax (18,75,93,761) (8,97,54,755)

Less : Current Tax - (9,08,531)

Less : Deferred Tax - (6,93,34,646)

Net Profit/(Loss) After Tax (18,75,93,760) (15,99,97,932) from continuing operations

OPERATIONAL REVIEW

Whilst the Turnover for the year has increased by 100% i.e. Rs.126.37 Crs against Rs.62.68 Crs in the previous year, the EBITDA was lower at Rs.4.07 Crs against Rs.11.10 Crs of FY 2012-13. Slow down in the company''s major customer segment i.e. Infrastructure and realty sector, on account of overall recessionary business conditions coupled with liquidity constrains have impacted sales as well as the margins of the company during the year. The loss at the net level of Rs.18.76 Cr was mainly due to Loss of sale of securities of Rs.3.07 Crs and provision for contingencies Rs.8.50 Crs.

Consolidated Accounts :

Your Company has three Subsidiary Companies namely 1) Sejal Bluecity Realtors Private Limited 2) Sejal Bluecity Developers Private Limited 3) Sejal Bluecity Buildcon Private Limited.

In accordance with the requirement of Accounting Standards AS 21 (read with AS 23), issued by the Institute of Chartered Accountants of India, the consolidated Accounts of the company and its subsidiaries are annexed to this report.

In terms of the General Circular No.2/2011 dated 8th February 2011, issued by the Government of India, Ministry of Corporate Affairs, the Annual Report of the Subsidiary Companies are not annexed to this Report. Members desiring to have a copy of Audited Annual Accounts and the related detailed information of the said subsidiaries may write to the Company Secretary at the registered office of the company and they will be provided with the same upon such a request. Annual Accounts of these subsidiary Companies will also be kept for inspection of the Members at the Registered office of the Company as well as at the Registered office of the Subsidiary Companies.

SHARE CAPITAL

During the year under review your Company''s Authorized Share Capital remained unchanged at Rs. 60,00,00,000/- (Rupees Sixty Crores Only) comprising of 6,00,00,000 Equity Shares of Re. 10/- each.

During the year under review Issued, Subscribed and Paid up Share Capital of your Company also remained unchanged at Rs. 33,55,00,000/-(Rupees Thirty Three Crores Fifty Five Lacs Only) comprising of 3,35,50,000 Equity Shares of Re. 10/- each Equity Shares each.

DEPOSITORY SYSTEM

The trading in the equity shares of your Company is under compulsory dematerialization mode. As of date, equity shares representing 99.07% of the equity share capital are in dematerialized form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of your Company''s shares.

DIVIDEND

In view of the loss for the year and the accumulated losses of the previous year, your Directors are unable to recommend any dividend for the year ended March 31, 2014.

During the year under review the name of your Company was changed from "Sezal Glass Limited" to "Sejal Glass Limited".

CHANGE OF NAME OF COMPANY

During the year under review the name of your Company was changed from "Sezal Glass Limited" to "Sejal Glass Limited".

DIRECTORS

The Board consists of Executive and Non- Executive independent directors including who have wide and varied experience in different disciplines of corporate functioning.

Mr. Praful Nisar, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from April 01, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and their office shall not be liable to retire by rotation.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Rengrajan Ramaswamy and Mr. Praful Nisar as Independent Directors is being placed before the Members in General Meeting for their approval.

During the year under review the following Directors resigned from the post of Directorship of the Company;

(i) Ms. Parul Mehta with effect from November 14, 2013

(ii) Ms. Sonali Tipre with effect from February 14, 2014

The Board takes this opportunity to place on record its appreciation for the support and invaluable contribution made by both the directors during their tenure as Independent Directors of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance for the year under review along with Auditors'' Certificate regarding Compliance of Corporate Governance form part of this Report.

PUBLIC DEPOSITS

Your Company has accepted deposits from public in pursuance of section 58A of the Companies Act, 1956 and rules framed under the Companies [Acceptance of Deposits] Rules, 1975. During the period under review, as on 31st March, 2014, the Company has outstanding fixed deposit of Rs.6,12,07,000/-. There has been delays in payment of interest and repayment of matured deposits. Your Company could not service non-cumulative interest on the deposits from July 2013 and monthly interest from June 2013 and also could not make payment of matured deposits from April 2013 on account of severe liquidity constraints.

Your Company has made payments to the Fixed Deposit holders pursuant to the order passed by the Company Law Board to whom Fixed Deposit holders have approached for making payment of their Fixed Deposits.

Your Company intends to service pending interest as well as matured deposit payments on improvement in financials.

DIRECTORS RESPONSIBILITY STATEMENT

Your company''s Directors confirm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year 2013-14 and of profit of the company for that year;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in Annual Report 2013-14 accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) that they have prepared the annual accounts for the year ended on March 31, 2014 on a going concern basis.

EMPLOYEE STOCK OPTION PLAN (ESOP)

Your Company had approved ESOP 2012 at the Annual General Meeting of your Company held on September 29, 2012. As on date, your Company has not granted any options under ESOP 2012.

INDUSTRIAL RELATIONS:

The industrial relations continue to be cordial and harmonious at the manufacturing unit of the Company at Silvassa.

Related party Disclosures:

The Company has made disclosures in compliance with the Accounting Standards on related party disclosures as required by Clause 32 of the Listing Agreement with the Stock Exchanges.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information on Conservation of energy, Technology Absorption and Foreign Exchange is given as Annexure to this report.

AUDITORS

M/s. S. S. Puranik & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for reappointment as statutory auditors of the Company.

AUDITOR''S OBSERVATION

* Confirmation of balances from Debtors, Creditors and Loans and Advances: As a process your company has already sent Letters to all major Debtors, borrowers of ICDs and Loans asking them to confirm balances as at 31.3.2014 directly to the Statutory Auditors. The confirmation of balances was obtained from most of the borrowers of ICDs and few Debtors. Follow up is on with the rest to obtain confirmations. As regards Creditors, all major raw materials suppliers i.e. Glass, PVB, Silicon, etc. accounts were reconciled and balances were confirmed by them as at the year end.

* Procedure to assess and provision for Non moving and obsolete Inventory: Your Company is engaged in processing of Clear/Float Glass in to Toughened, Laminated, Insulated and Ceramic frit Glass. Orders vary from customer to customer and as the orders will have to be executed within tight time schedule, Glass and other inventory of various sizes are maintained. Ageing reports of inventory is prepared on periodical basis and reviewed. Management would strengthen the procedure to assess the usefulness of the non-moving inventory and also consider appropriate provision for Inventory no longer useable.

* To strengthen internal control procedure: Management would initiate steps to streamline the systems and procedure with appropriate SOPs.

* Arrears of interest on Public FD, Principle and statutory Liabilities: Due to severe liquidity constraints your company could not repay matured Public FDs and interest in time. Also there were delays in paying various statutory liabilities. Management has initiated various measures to mobilize funds through sale of assets of the company, Liquidation of old and obsolete inventory, recovering Loans and ICDs etc. to meet these liabilities. Your company is working towards paying off the balance Public FDs and all statutory liabilities at the earliest. * Irregularity of Bank accounts: Bankers have classified the credit facilities granted to the company as non-performing and have issued 13(2) & 13(4) notices under SARFAESI Act, 2002. Your company has already approached Debt Recovery Tribunal and obtained stay against 13(4) SARFAESI Act 2002 notice issued by State Bank of Patiala. Management is in discussions with the Bankers to carry out restructuring of the credit facilities, which if carried out would give sufficient time to the company to mobilize/generate funds to regularise the accounts with the banks.

Deferred Tax Asset:

Your company has already drawn up Business plan to Expand Value added Glass processing capacity by setting up units across all major cities in India to cater to the increased demand. This would significantly increase the Revenues and profitability of the company. Towards this your company has initiated steps to identify Land in the NCR and South Indian region. In addition your company has planned

* Procurement of certain machinery and balancing equipment (Double edger cutting machine, Drilling, Grinding and washing machine, etc.,).These machineries will aid in improving productivity and profitability

* Express/Feeder line power connectivity, which will help to obtain continuous power supply and thereby increase the production

However, due to all round economic slowdown as well as tight liquidity conditions your company could not pursue the said plan aggressively. In order to augment resources, the management has initiated certain measures like disposal of un productive assets, recalling of amounts lent as un secured Loans & ICDs, etc. This will improve liquidity and help in expeditious execution of the aforesaid business plan and thereby increase taxable income to absorb current accumulated Losses and to adjust DTA 3 to 5 year''s time horizon.

COST AUDITORS

In conformity with the directives of the Central Government, your Board of Directors has appointed Mr. Vaibahv Joshi, Cost Accountant, having office at A-5, Parvati Rokadiya Cross Lane,Pai Nagar, SVP Road, Borivali (West), Mumbai - 400092 as Cost Auditor under section 233B of the Companies Act 1956, to audit the cost accounts for processing of Glass for the year ending on March 31, 2014. The cost audit report for the year ended March 31, 2014 will be filed in accordance with the provisions of the Companies Act.

PARTICULARS OF EMPLOYEES

Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

CAUTIONARY STATEMENTS

This Directors Report and the Management Discussion and Analysis Report may contain certain statements, which are futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board of Directors Sd/-

Amrut S. Gada Chairman and Managing Director

Place: Mumbai Date: August 14, 2014

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Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the Fourteenth Annual Report along with the Audited Accounts of the Company for the year ended March 31, 2012.

Financial Results

The financial performance of the Company for the financial year ended March 31, 2012 is summarized below:

(in crores)

I. Continuing Operations Year 2011-12 Year 2010-11

Sales and Operating Income 44.86 39.24

Other Income 8.60 0.56

Total Income 53.46 39.80

Operating Expenditure 49.28 41.72

Profit Before Interest & Depreciation 4.18 (1.92)

Less : Interest 1.74 2.32

Less : Depreciation/amortization 2.34 2.25

Net Profit Before Tax and Exceptional Items 0.09 (6.49)

Prior period items 0.66 0.27

Net Profit/(Loss) Before Tax (5.71) (6.76)

Less : Current Tax (0.97) -

Less : Deferred Tax (1.87) 32.32

(2.84) 32.32

Net Profit/(Loss) After Tax from continuing operations (A) (3.41) 25.56

II. Discontinuing Operations

Total Income 54.79 242.88

Operating Expenditure 91.19 332.60

Profit/(Loss) Before Tax (36.40) (89.95)

Gain/(Loss) from disposal of Assets / settlement of liabilities. (12.83) -

Net Profit/(Loss) (B) (49.23) (89.95)

Profit / (Loss) for the year (A B) (52.64) (64.40)



Operational Review

As already mentioned in the last year's report, the Company has transferred the entire business of manufacturing and selling of feat glass, to Saint-Gobain Glass India Limited a 100% subsidiary of the France-based Companies de Saint Gobain, a world leader in Building Materials, by way of Slump Sale as defend under Section 2(42C) of the Income Tax Act, 1961 on a going concern basis w.e.f. May 31, 2011 for a total value of Rs.686.00 Crores.

Consequent upon the Slump Sale of the Float Glass Business, the current year financial results include the performance of the Float Glass Business up to May 31, 2011. Accordingly the operating results for the year ended 31st March, 2012 are not comparable with those for the preceding year.

The accounts have been prepared in accordance with the revised schedule VI format and thus the figures from the discontinued operations of the foat glass business have been shown separately in the report.

The Company is in the process of expanding the existing Value Addition of Glass business as well as developing new businesses.

The Company has completed the installation of the new tempering line at its Silva's Plant. With this, the Company's tempering Capacity will almost double at Silva's.

The Company is in the process of setting up a new Value Addition of Glass Project in Val sad District in the state of Gujarat. The Project is expected to be commissioned in the third quarter of 2013 - 14.

Share Capital

Authorized Share Capital of the Company is Rs. 60,00,00,000/-( Rupees Sixty Crores Only ) divided into 6,00,00,000 Equity Shares of Re. 10/- each.

The Paid up Share Capital of the Company is Rs 33,55,00,000/- ( Rupees Thirty Three Crores Fifty Five Lacs Only ) divided into 3,35,50,000 Equity Shares of Re. 10/- each Equity Shares each.

Dividend

Your Directors have not recommended any dividend on the equity shares for the financial year 2011 – 2012 with a view to conserve financial resources for the proposed expansion plans of the Company.

Directors

- At the ensuing Annual General Meeting Mr. R. Rengarajan and Ms. Parul Mehra retire by rotation and being eligible, offer themselves for re-appointment.

- The Board has subject to the approval of the members of the company, approved the re-appointment of Mr. Miitesh K. Gada as the Executive Director of the Company, for a further period of 5 years from October 01, 2012.

- During the year under review Mr. Dilip Patel, Independent Director resigned from the Board of Directors of the Company. The Board hereby accords its sincere appreciation and gratitude for the valuable contri- bution and services rendered by Mr. Dilip Patel as the Director of the Company. Ms. Parul Mehta has been appointed as the Director of the Company with effect from August 14, 2012 in order to full in the casual vacancy created by the resignation of Mr. Dilip Patel.

Significant events post Balance Sheet Date:

Resignation of Directors :

Mr. Atul Bharani and Mr. Hasmukh Shah Independent Directors resigned from the Board of the Company. Your board has placed on record deep appreciation of contributions made by Mr. Atul Bharani and Mr. Hasmukh Shah as directors of the company.

Mr. Dhirraj S. Gada Joint Managing Director and Mr. Aashish D. Kariaa Executive Director also resigned from the Board of the Company.

Construction of additional fours at Seal Encase building.

The Company during the year completed the construction of four additional fours at its corporate office building Seal Encase. The Company proposes to give the additional fours on lease thereby generating additional revenue for the Company.

Enhancement of the Capacity at Silva's Plant:

The Company has purchased a new tempering line at its existing plant at Silvassa. The work on the installation of the equipment is completed and the tempering line shall come on stream before the end of August 2012. Your Company proposes to almost double the Capacity of its existing operations by the introduction of the new tempering line, thereby significantly increasing the top line &the bottom line from the enhanced capacity.

Proposed Value Addition Glass project at Valsad :

The Board of Sezal Glass Limited has also approved the expansion of the Company's existing Value Addition business of about Rs. 500 crores in the next 3 to 5 years time frame. The expansion would be carried out in phase wise manner and the work on implementation of the first phase of the project has already begun. In the first phase the Company proposes to set up a Value Addition plant in Val sad, in the state of Gujarat with a Capex of about Rs. 80 Crores. The Plant is proposed to come on stream by the end of the first quarter of 2012 – 2013.

Sale of part of the Property building 'Sezal Encasa' :

With a view to reduce the debt burden and to augment resources for the Company's expansion project the Board of Directors of your Company on April 14, 2012, approved the sale of part of the Company's property situate at plot No. 173/174, Sezal Encasa, SV. Road, Kandivali (West), Mumbai 400 067.

Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance for the year under review along with Auditors' Certificate regarding Compliance of Corporate Governance form part of this Report.

Particular of Employees

Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

Personnel

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

Fixed Deposits

During the year under review, the company repaid deposits of Rs. 370.56 lakhs. As on the year end, total unmetered deposits stood at Rs. 1591.48 lakhs, while deposits amounting to Rs. 12.23 lakhs remained unclaimed.

Auditors Report

Explanation for Point No. 9 (a), 9 (b) and 11 of Auditor's Report.

Due to delay in sanction of credit limits by banks and operating losses there were severe liquidity constraints. This has resulted in delays in servicing of debts and payment of statutory dues.

In order to protect the interest of Lenders and others your company has sold on slump sale basis Float Glass manufacturing facility and with the sale considerations fully repaid the loan out standings and interest to the Banks. Post sale of the Float Glass Unit the company was operating without working capital and only could obtain fresh working capital by December 2011. Due to this there were some delays in payment of statutory dues. The company has initiated various measures to improve liquidity and since paid overdue Loan installments, interest and TDS liabilities outstanding at the balance sheet date.

Directors Responsibility Statement

The Directors confirm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year 2011-12 and of profit of the company for that year;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in Annual Report 2011-12 accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) that they have prepared the annual accounts for the year ended on March 31, 2012 on a going concern basis.

Health And Safety

The company continues to accord high priority to health and safety of employees at its manufacturing location. During the year under review, the company conducted in house safety training programmers and mock drills for safety awareness for all its employees at the plant.

Futuristic Statements

This Directors Report and the Management Discussion and Analysis Report may contain certain statements, which are futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on Conservation of energy, Technology Absorption and Foreign Exchange is given as Annexure 'A' to this report.

Auditors

M/s S. S. Prank & Associates, Chartered Accountants, auditors of the company, hold office until the conclusion of the ensuing annual general meeting. M/s S.S. Puranik & Associates, being eligible, have offered themselves for re-appointment and have confirmed that their appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956.

Cost Auditors

Subject to approval of the central government, the board of directors has appointed Mr. Vaibhav Joshi, Cost Accountants, as cost auditors, to audit the cost accounts for formulations and bulk drugs activities for the year ending on March 31, 2012.

Acknowledgement

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Amrrut S. Gada

Mumbai : August 14, 2012 Chairman and Managing Director

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Mar 31, 2011

Dear Shareholders,

The Directors are delighted to present their Thirteenth Annual Report of the Company and Audited Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2011 is summarized below:

('in million)

Year 2010-11 Year 2009-10

Sales and Operating Income 2796.26 448.98

Other Income 30.47 60.04

Total Income 2826.73 509.02

Increase/(Decrease) in stock 115.19 2.71

Gross Income 2941.92 511.73

Operating Expenditure 2835.80 423.87

Profit Before Interest & Depreciation 106.12 87.86

Less : Interest 667.38 38.05

Less : Depreciation/amortization 400.91 26.53

Net Profit Before Tax and Exceptional Items (962.17) 23.28

Less: Exceptional Items

Loss on Imported Machinery returned to supplier - 10.13

Net Profit/(Loss) Before Tax (962.17) 13.15

Less : Current Tax - 1.70

Less : Deferred Tax (323.16) (13.82)

Net Profit/(Loss) After Tax (639.01) 25.27

Less: Prior year expenses 4.98 3.34

Add : Balance b/f from previous year 94.17 72.24

Amount Available for appropriations (549.82) 94.17

Balance Carried to Balance Sheet (549.82) 94.17

2. OPERATIONAL REVIEW.

During the year under review, with the production of float glass coming on stream your Company recorded a growth in top line. Income from operations went up from '448.98 Million in F.Y 2009 -10 to "2796.26 Million in 2010 -11 recording a growth of more than 6 times the previous years figures.

Profit before Depreciation, Interest and Tax stood at" 106.12 Million in the F.Y. 2010 -11 as against the preceding year's figure of "87.86 Million.

However the Company posted a net loss of "639.01 Million during the year under review as compared to a net profit of "25.27 Million in the F.Y. 2009 - 10.The said loss is mainly due to the highly capital intensive nature of the float glass business as well as change in the industry dynamics during the year under review.

3. SALE OF FLOAT GLASS BUSINESS UNDERTAKING

Your Company has entered into a Binding Business Transfer Agreement dated May 31, 2011 with Saint- Gobain Glass India Limited for sale and transfer of its Float Glass business undertaking including the manufacturing assets at Jhagadia, Dist. Bharuch, State of Gujarat as a going concern on a slump sale basis, on the terms and conditions as stipulated therein.

The Company's float glass manufacturing plant came on stream in March 2009 after a delay of about six months from the envisaged date of commencement of production. This delay had lead to a cost over run of about" 1.8 billion, thereby leading to additional bank loan for the project. During the last two financial years there was a steep increase in competition due to unprecedented additional capacities being added, thereby limiting the growth opportunities in the float glass business. Rising raw material & utilities costs, with no upward movement in the sale price of the finished goods, had made it difficult for the Company to operate at ideal economies of scale required for operating the float glass business which was further resulting in negative growth and dilution of shareholders value. The financial position of the Company deteriorated, during the financial year under review. The Board of Directors of the Company had therefore proposed that before the state of business affairs of the Company is further eroded, it was advisable to sell the business undertaking of the Company and concentrate and expand its existing Processing of value addition glass business as well as introduce diversified business activities which will increase shareholders value. Therefore, in the best interest of the shareholders of the Company as well as other stakeholders, the Company decided to sell its float glass business undertaking as a going concern on slump sale basis. The Company has executed a Binding Business Transfer Agreement with Saint - Gobain Glass India Limited for a lump sum consideration of '6860 Million subject to the terms, conditions and provisions set forth in the Business Transfer Agreement.

The approval of the shareholders of the Company for the sale of the Business Undertaking was obtained by passing a resolution by way of Postal Ballot. The result of the Postal Ballot was announced on May 30, 2011.

4. SHARE CAPITAL

Authorised Share Capital of the Company was increased from '450 million to "600 million divided into 60,00,00,000 Equity Shares of Re. 1/- each.

The Paid up Share Capital of the Company has increased from "288 million to "335.50 million divided into 33,55,00,000 Equity Shares of Re.1/- each.

During the year the Company has sub- divided the face value of its equity shares from the existing " 10/- each to Re. 1/- each.

The Company during the year issued and allotted to Brand Equity Treaties Limited (BETL) 2,00,00,000 (Two crores) Equity Shares of Re. 1/- each at an issue price of "9/- per share on preferential basis in accordance with the provisions of the Securities & Exchange Board of India (SEBI) ICDR Regulations 2009.

The Company during the year converted 2,75,00,000 Convertible Warrants of Re.1/- each at an issue price of "4/- each into equivalent equity shares of Re. 1/- each at an issue price of "4/- each to one of its promoter group entity M/s. Sezal Realty and Infrastructure Limited.

5. DIVIDEND

Your Directors have not recommended any dividend on the equity shares for the financial year 2010 - 2011 in view of the setting up of the high capital intensive Float glass project and the consequent loss on account of high depreciation and interest during the year under review.

6. DIRECTORS

During the year Mr. Mitil R. Chokshi, Ms. Vimla M. Shah and Mr. Praful N. Satra, Independent Directors resigned from the Board of Directors of the Company. The Board hereby accords its sincere appreciation and gratitude for the valuable contribution and services rendered by the Directors who resigned during the year.

Mr. Hasmukh N. Shah and Mr. R. Rengarajan have been appointed as the Directors of the Company with effect from November 13, 2011 in order to fill in the casual vacancy created by the resignation of Mr. Mitil R. Chokshi and Ms. Vimla M. Shah.

Mr. Dilip K. Patel has been appointed as the Director of the Company with effect from August 12, 2011 in order to fill in the casual vacancy created by the resignation of Mr. Praful N. Satra.

The Board has subject to the approval of the members of the company, approved the re- appointment of Mr. Amrrut S. Gada as the Managing Director of the Company, for a further period of 5 years from April 01, 2011.

The Board has subject to the approval of the members of the company, approved the reappointment of Mr. Dhirraj S. Gada as Joint Managing Director of the company, for a further period of 5 years from October 01, 2011.

At the ensuing Annual General Meeting Mr. Hasmukh N. Shah and Mr. Dilip K. Patel retire by rotation and being eligible, offer themselves for re-appointment.

7. EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels. Our industrial relations continue to be cordial.

None of the employees of the Company has received remuneration exceeding the limits prescribed under the amended Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. PUBLIC DEPOSITS

Public Deposits outstanding at the year end were " 168.60 million and the number of depositors were 4019. At the end of the financial year under review, there were 41 deposits aggregating " 1.16 million which matured but remained unclaimed as on that date.

9. AUDITORS REPORT

Explanation for Point no. 9(a), 9(b) and 11 Auditors' report.

Cost escalation due to start up delay of Company's Float Glass Project, steep increase in input cost and higher interest cost on account of credit crunch etc., have resulted in cash loss situation. This has impacted cash cycles, which in turn lead to delays in servicing of debts and payment of PF, Income Tax TDS and CST liabilities. However, as on date of Directors' report the Company has paid interest and quarterly installments of term loans and also Income Tax TDS outstanding as at the Balance Sheet date.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Sub-Section (2AA) of Section 217 of The Companies Act, 1956, your Directors, hereby confirm that:

a) In the preparation of the annual accounts for the year ended on 31st March 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) They have selected the accounting policies in consultation with the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profits or loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information on Conservation of Energy, Technology Absorption and foreign Exchange is given as Annexure I to this report.

12. CORPORATE GOVERNANCE REPORT

Corporate Governance and General Shareholder Information forms part of this Annual Report as Annexure II and III.

13. AUDITORS

Your Company's Statutory Auditors M/s. S. S. Puranik and Associates, Chartered Accountants, Mumbai retire at the conclusion of the forth coming Annual General Meeting.

Your Company has received a letter from them to the effect that their re-appointment, if made will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

14. ACKNOWLEDGEMENT

Your Directors would like to convey their appreciation to Banks, Financial Institutions, Government Authorities, Customers, Vendors, Fixed Deposit Holders and Members for their enormous personal efforts as well as their collective contribution received during the year under review and their confidence in its management.

For and on behalf of the Board of Directors

Amrrut S. Gada

Chairman and Managing Directors

Place: Mumbai

Date: August 12, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Twelfth Annual Report of the Company and Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2010 is summarised below:

(`mn)

Year 2009-10 Year 2008-09

Sales and Operating Income 448.98 484.62

Other Income 60.04 34.36

Total Income 509.02 518.98

Increase/(Decrease) in stock 2.71 (3.04)

Gross Income 511.73 515.94

Operating Expenditure 430.01 415.57

Profit Before Interest & Depreciation 81.72 100.37

Less : Interest 31.90 37.65

Less : Depreciation/amortisation 26.53 25.00

Net Profit Before Tax and Exceptional Items 23.29 37.72 Less: Exceptional Items

Loss on Imported Machinery returned to supplier 10.13 -

Provision for contingencies - 6.00

Net Profit Before Tax 13.16 31.72

Less : Provision for tax for the year (including Fringe Benefit Tax) 1.70 9.73

Less : Deferred Tax (13.82) (0.62)

Net Profit After Tax 25.28 22.61

Less: Prior year expenses 3.34 1.39

Add : Balance b/f from previous year 72.24 41.60

Amount Available for appropriations 94.18 62.82

Add : Dividend waiver by promoters - 8.05

Add : Excess provision of Dividend Tax written back - 1.37

Balance Carried to Balance Sheet 94.18 72.24



NEW CORPORATE IDENTITY

In terms of the Special Resolution passed by the shareholders of the Company at Extra-Ordinary General Meeting held on May 15, 2010 and on receipt of approval from the Central Government, the name of the Company was changed to SEZAL GLASS LTD.

The new corporate identity represented by the new name SEZAL GLASS LTD. has come into effect.

SHARE CAPITAL

During the year the Company had allotted 50,00,000 convertible warrants of `10/- each at a price of `40/- each on preferential basis to Promoter Group entities. The holders of the warrants have the option to convert the warrants into equivalent number of equity shares of the Company at any time within eighteen months from the date of allotment in one or more tranches. One of the allotees had exercised its option to convert 8,00,000 warrants into Equity Shares during the year under review.

Authorised Share Capital of the Company is `45,00,00,000 divided into 4,50,00,000 Equity Shares of `10/- each. The Paid up Share Capital of the Company is `28,80,00,000 divided into 2,88,00,000 Equity Shares of `10/- each

DIVIDEND

The operations of the Company being in growth phase, your Directors consider it prudent to conserve reserves and therefore do not recommend any dividend on Equity Shares for the Financial Year under review.

DIRECTORS

M r. Mitil Chokshi and M r. Atul Bharani Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

MANAGEMENT DISCUSSION ANALYSIS

Economic Overview

The global economy started recovering by the end of 2009, mainly on account of infusion of stimulus funds by the respective countries. The emerging economies like India and China bounced back much faster. China and India led the recovery from the front, on account of huge domestic demand and continued thrust on infrastructure creation, further propelling demand within the core sectors.

As per the advance GDP estimates for 2009-10 released by the Central Statistical Organisation (CSO), the Indian economy is expected to grow at 7.2% in 2009-10, with the industrial and the service sectors growing at 8.2% and 8.7% respectively, mainly driven by: rising per-capita income, urbanisation, favorable demographics, declining household size and increasing job security. Barring any problems caused by the countrys fiscal vulnerability, growth is expected to strengthen in subsequent years, as it will continue to reap the benefits of ongoing economic opening and gradual improvements in infrastructure.

Glass Industry

Global overview

The global market for flat glass (flat sheets, including float, sheet and rolled) in 2008 was ~53 mn tonnes (~6.6 billion m2). At normal price and primary manufacturer levels, it values ~€22 bn.

Over the long term, the market is expected to grow at ~4-5% p.a. (in volume terms). Europe, China and North America together account for over 70% of global demand for glass. Europe is the most mature glass market and has the highest proportion of value-added products.

The float glass industry is largely organised owing to being capital intensive. 4 companies (NSG Group, Saint-Gobain, Asahi and Guardian) together produce over 60% of the worlds high quality float glass. Much of the worlds lower quality float and sheet glass production is being replaced by high quality float. Over the past 20 years, glass demand has grown more quickly than GDP. In 2008, the industry was calculated to be running at around 93% utilisation on average.

In terms of volume of glass consumed, Building Products is by far the largest sector (~45 million tonnes) with ~5 mn tonnes going to Automotive. Special applications are very small in volume terms but significant growth is being driven by the use of glass in solar energy generation. In Building Products, glass can undergo two or more levels of processing before being installed in windows or used as a component in furniture or white goods. Within Automotive, glass is used in original equipment for vehicle manufacturers and in the manufacture of replacement parts for the aftermarket.

Global Building Products Flat Glass Market by sector

Sector Volume

New Build 2,400 million m2 40%

Refurbishment 2,400 million m2 40%

Interior 1,400 million m2 20%

Total 6,200 million m2 100%

Global Automotive Glass Products Market by Sector

Sector Volume

Original

Equipment 320 million m2 83%

(OE)

Aftermarket 70 million m2 17% (AGR)

Total 390 million m2 100%



Industry economics

A float plant is highly capital intensive, typically costing ~€100-200 mn according to size, location and product complexity. Once operational, it is designed to operate continuously, 365 days a year, throughout its campaign life of between 10-15 years. Float lines are normally capable of several campaigns following major rebuild/ upgrade programmes.

The economics of the continuous- flow float operation require a high capacity utilisation rate before a plant becomes profitable. Once a rate ~70% is passed, the inherent operational leverage of the asset base increases profitability rapidly. The float process is not labour-intensive. Energy and raw material costs are each as significant as factory labour in the overall delivered cost. Glass is relatively heavy and comparatively cheap, making distribution costs significant 12-15% of total cost. In most cases, transport costs make it uneconomic for float glass to travel long distances by land.

Indian overview

The total float glass manufactured in India is approximately 1 mn tones per annum and almost 77% is consumed domestically. Float glass has emerged as the preferred flat glass products. It accounts for 90% of total consumption with 12% CAGR in demand. Demand potential looks encouraging as:

- Per capita consumption is only 0.8 kg as against 8 kg in China and 10 kg in USA.

- The usage of glass in housing as well as commercial buildings is on the rise due to rising focus on aesthetics and time saving.

- In 11th Five Year Plan, the Planning Commission estimates the number of urban dwelling units to increase from 58.8 mn in 2006-07 to 66.1 mn in 2011-12, an annual increase of around 1.5 mn units during the period.

Float Glass industry offers scope for new players

The major players of float glass in India currently are Saint Gobain, Modi Guardian and Asahi who have a capacity of 3,150 tpd. Capacity utilisation is rising fast (up 30% in past 12 months) due to strong demand from automobiles and construction sectors. Float glass demand is expected to increase at 12-15% CAGR in the coming 3-5 years.

Demand drivers of the Glass industry

- Expansion of Construction and Automotive industries

- Increased acceptance of Green Building concept

- Government regulation for Toughened and Laminated glasses

- Global concerns about energy conservation and environment

- Decorative glasses with Digital print technology.

- Nanotechnology – The future in world of glass

- Architects and car designers continue to increase the glass content in buildings and vehicles

- Demand for value-added products is growing at a faster rate than demand for basic glass, enriching the product mix and boosting the sales line

- Value-added products are delivering greater functionality to vehicle glazing and adding a further growth dimension to automotive glazing sales

COMPANY OVERVIEW About the Company

Established in 1998 by Mr. Amrrut Gada, a first generation entrepreneur, Sezal Glass is a fast growing integrated glass company in India. Headquartered in Mumbai, the company has manufacturing presence across two locations, Bharuch, Gujarat (Float Glass Plant) and Silvassa (Glass Processing Unit). The company sells its float glass under SEZAL brand.

Corporate highlights 2009-10

- Commenced operations at the float glass plant in Bharuch.

- Opened the second Sezal Encasa showroom at Goregaon, Mumbai

- Total operational revenues at `511.72 mn

- PAT at `21.93 mn

Major developments during the year

The year 2009-10 was a year of resurgence for the global as well as the Indian economy. The results of the stimulus packages to Indian infrastructure became visible in terms of revived demand for real estate and automotive products. The company witnessed good demand for the processed glass. The company witnessed the completion of its float glass project and commenced productions. However, on account of few teething problems, it took some time to achieve production stability. As a result, the proportion of revenues from the float glass division was not substantial enough for the company during the year under review.

FLOAT GLASS DIVISION

Location

The Companys float glass division is located at Bharuch, Gujarat. The unit commenced operations in the year under review. This state-of-the-art unit is build with the best of European Technology, reflected in the quality of the float glass produced. The unit is spread across 150 acres and is fully integrated in terms of power and processes. The unit is not only in a radius of 200 kms from the companys processing division at Silvassa but is also in close proximity to the major consumption markets of Western India

Technological edge

The unit is a marvel of European

Technology. The unit employs world class technology from renowned companies like Fives Stein, Grezenbach, Zippe, Bovone, Algas, Air Liquide, etc. The plants installed capacity is 550 pull tonnes/day

Outlook 2010-11

The company has successfully resolved the operational issues with the plant in the first two months of the plant operations. The year 2010-11 will witness a new chapter for the company, led by the production and scale of this plant. The year would witness the companys evolution from being a glass processor to an integrated glass company, having presence across the value chain – from float glass to processing to retail point presence. This would not only translate to higher revenues going forward, but would also result in stronger margins.

PROCESSING DIVISION

Location

The Companys glass processing unit is located in Silvassa, Dadra & Nagar Haveli. The plant is well-linked and proximate to the major markets of raw material and demand centres. The unit commenced operations in 2000 and till now, remained the highest contributing division to the companys operations. Located at a land area of over 11,000 sqm with built-up area of 6,000 sqm, the plant offers world-class skills backed with state of the art machines, equipment and in-house experienced professionals.

Technological edge

Sezals Silvassa plant is a state of the art plant having the ability to provide solutions across the value chain in glass processing - from pre-processing to processing to décor. The unit houses machines from globally renowned companies, like Tamglass (Finland), Bystronic (Germany), Z. Bavelloni (Italy) and Intermac (Italy). The companys uncompromising attitude towards quality enabled it to invest in higher priced machines made by prominent European manufacturers than the low quality variants.

Major processing strengths

- Customised solutions in cuts & shapes

- Toughening

- Lamination

- Insulation of glasses

- Decorative glass

Décor

The company also initiated the manufacturing of glass items used for décor purposes such as basins, artworks, mirrors, and other decorative glass items. The major strategy is to market these products through its inhouse retailing division Sezal Encassa. Décor glass is the first choice of architects and designers. The range offers exquisite mirrors, basins, panels, partitions and other furniture in exclusive and custom designed versions.

Outlook 2010-11

The year 2010-11 will be a year of higher margins for the company in wake of operations at the captive float glass division.

RETAIL DIVISION

The companys retail showrooms under the brand Sezal Encasa situated at different locations in Mumbai speacializing, only in interior products is one of its kind in India. It houses products of top notch quality for contemporary lifestyle to enhance home and office interiors, be it Stylish Designer Ceramics, Sanitaryware & Bath Fittings from Europe, Classic and Exemplary Arts, Artifacts & Sculptures of modern and Indian Heritage, Decorative Lights, wallpapers, artefacts, or Glass and Glass Products. International brands like Pergo Floors, RAK, superlative bathing products like Kohler Duravit, Roca from European countries, lights from Artimiede, Glass Applications like Dorma, Spyder and others are the prestigious brands available at Sezal Encasa.

Our Esteemed Clients

1) Indiabulls Real Estate Company Pvt. Ltd.

2) Kalpataru Limited

3) Kohinoor Planet Constructions Pvt. Ltd.

4) Sunshine Housing & Infrastructure Pvt. Ltd.

5) Housing Development and Infrastructure Ltd.

6) RAS Resort and Apart Hotels Limited

7) Marketcity And Research Center

8) Lodha Builders

9) SSA Architects

10) Vivek Bhole and Associates

Outlook 2010-11

The Company wants to further extend its retailing division to cater to other cities and towns in the coming years. It is the one-of-its-kind glass retail outlet and the company foresees a lot of potential in the division in the future years.

SWOT ANALYSIS

Strengths

- First generation entrepreneur

- Qualified and expert team of professionals and management

- World-class technology and equipment

- Continuous innovation and quality control

- Strong branding

- Favorable demand & supply situation will keep the margins intact

- The Company ventured into production float glass, which is a high growth segment

Weakness

- New entrant in the manufacturing of float glass.

- Competition from established players with global backing

Opportunities

- Strong entry barrier due to the capital-intensive nature of the industry.

- Float glass production is going to put the company into a diverse trajectory

Threats

- Competition in processing from established international players

- Operational teething problems in the new plant

INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal controls to safeguard and protect from loss, unauthorised use or disposition of its assets. All transactions are properly authorised, recorded and reported to the management. The Company is following all the Accounting Standards for properly maintaining the books of accounts and reporting of financial statements. The Company has a full fledged Internal Audit department and has also appointed external Internal Auditors to review various areas of the operations of the Company. The audit reports are reviewed by the management and the Audit Committee of the Board periodically.

RISK MANAGEMENT

Economy risk

Any slowdown in the economy is expected to translate into lower demand for real estate and therefore would impact the consumption of glass

Risk mitigation

- Glass is procured by the real estate players at the very end of the construction phase, just before possession

- Therefore, in times of economic upturn, the builders defer the completion of existing projects to focus on upcoming projects.

- However, during slowdown, the focus of the builders is on completion of the existing projects, thereby resulting in higher demand as against an upturn from the sector.

- As a result, the float glass demand remains by and large stable in India, also on account of the traditionally lower per capita consumption

Competition risk

The company is a new entrant in the segment wherein the major players involved are established domestic as well as foreign players.

Risk mitigation

- SEZAL has generated considerable goodwill in the market, especially in the North and West where it has considerable presence.

- The Companys extensive national network, prompt services, well equipped infrastructure, strong back end process, long term relationship with clients and a strong team of experienced sales personnel give it a considerable edge over its peers.

- Repeat orders from clients is almost 100%

Financial risk

The required bank credit may not be available for the companys working capital intensive business. As a result of tight liquidity and selective lending by the banks, the applicable interest rates may be higher. Further, volatile currency movements, depreciation of rupee in particular, may adversely affect the operations of the company

Risk mitigation

- The company has longstanding relationship with bankers and has established credibility with them.

- Although the company has overseas operations, currently it doesnt have any substantial foreign trade transactions.

Human resource risk

In a knowledge-led business, any attrition at the key managerial level is injurious to the companys profitability

Risk mitigation

- The company has created a successful and scalable business model by putting people first

- The company ensures a progressive career path for each of its employees

- High levels of interdepartmental and intra-departmental transparency allows speedy resolution of the employees concerns

- Continuous efforts for training and development of all personnel across departments

- The attrition rate in the Company is amongst the lowest in the industry

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Company Secretary regarding compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges are enclosed.

HUMAN RESOURCES

The Company recognises that people are its principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. The Company has established full-fledged Human Resources Department which is entrusted with the responsibility of retaining and developing skills of all its employees. The Company employed 488 people as on 31.03.2010. The Company also recognises the importance of providing training and development opportunities to its people to enhance their skills and experience, which in turn enables the Company to achieve its business objectives. The industrial relations were cordial and your directors recognise the teams valuable contribution and place on record the appreciation for team SEZAL.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and the rules made there under, is provided in the annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

PUBLIC DEPOSITS

The Company has in span of a year and half managed to fairly establish its Fixed Deposits Scheme amongst the public at large. The Company introduced the concept of obtaining quarterly confirmations from the Fixed Deposit Holders for receipt of timely interest which is addressed to the Statutory Auditors of the Company. This concept, one of its kind has been appreciated by the Fixed Deposits Holders. The Company has more than 3000 Fixed Deposit holders as on date.

During the year under review the balance outstanding as on 31st March, 2010 is `807.31 Lacs. There are no unclaimed deposits as on date.

AUDITORS REPORT

The last years global meltdown accompanied by credit crunch had a cascading effect on the Indian economy, resulting in our industry also feeling the heat. Moreover the Companys float glass project which was delayed due to various factors resulted in a cost escalation in the capex of the project. Due to all this, the fund cycle of the Company got disrupted and hence there were a few delays in making payments towards statutory dues and repayments of interest due to banks. Subsequently, after the close of the year, the Company has paid a major portion of its outstanding statutory dues. In respect of the interest payments to the banks the Company even though after a bit of delay has paid the outstanding interest to the banks.

The observations made by the auditors in their report is self explanatory and needs no further elaboration under Section 217(3) of the Companies Act, 1956.

Directors Responsibility Statement

Pursuant to the provisions contained in Sub-Section (2AA) of Section 217 of The Companies Act, 1956, your Directors, hereby confirm that:

a) In the preparation of the annual accounts for the year ended on 31st March 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) They have selected the accounting policies in consultation with the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profits or loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information on Conservation of energy, Technology Absorption and foreign Exchange is given in the Annexure to this report.

AUDITORS

Your Companys auditor M/s. S. S. Puranik and Associates, Chartered Accountants, Mumbai retire at the conclusion of the forth coming Annual General Meeting.

Your Company has received a letter from them to the effect that their re- apointment, if made will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Banks, Financial Institutions, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the company.



For and on behalf of the Board of Directors

Sd/-

Amrrut S. Gada

Chairman and Managing Director

Place: Mumbai

Date: August 12, 2010