Your Directors have pleasure in presenting their Seventh (07^th) Annual Report of the Company together with the
Audited Standalone Financial Statements for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY: (Standalone)

The financial performance of the Company for the year ended 31^st March, 2025 is summarized as under:

(Rs. in Lakhs)

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S
AFFAIRS:

Company is mainly engaged in the Trading of Glasses and other allied activities.

The Total Revenue comprising of Revenue from its business and operations and Other Income for the financial year
ended 31^st March, 2025 is Rs. 7214.54 Lakhs as against Rs. 7955.84 Lakhs in the previous financial year and the
Company has earned a Net Profit of Rs. 307.03 Lakhs as compared to previous years net profit of Rs. 19.46 Lakhs
in the previous financial year; as reflected in its profits and Loss accounts.

The management of the Company is contemplating various business plans and also making strategies to develop the
business of the Company.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year there was no change in business activity of the company.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserve for the financial year ended on 31st March, 2025 as the
company incurred loss during the financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

No unpaid/unclaimed dividend or any other amount was required to be transferred to the Investor Education and
Protection Fund during the year under review.

6. LISTING FEES:

The Equity Shares of the Company is listed on NSE (SME Platform) Limited and the Company has paid the applicable
listing fees to the Stock Exchange for the FY 2025-26.

7. ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with
rule 12 of the Companies (Management and Administration) Rules, 2014, as amended vide MCA notification dated
August 28, 2020, a copy of the Annual Return is available on the link https://www.agarwalfloat.com/investor-
relation/annualreport/annualreturn/

8. SHARE CAPITAL OF THE COMPANY

The Share capital of the Company as on 31^st March 2025, are as under:

a) the *Authorised Share Capital of the Company is Rs. 11,00,00,000 (Rupees Eleven Crores Only) divided into
1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- each; and

b) the Paid up Share Capital of the Company is Rs.7,24,34,880/- (Rupees Seven Crore Twenty-Four Lakh Thirty-
Four Thousand Eight Hundred Eighty Only) divided into 72,43,488 (Seventy Two Lakh forty three thousand four
hundred eighty eight) Equity Shares of Rs. 10/- each.

*Change in Capital Structure: During the Financial Year 2024-25, there was change in capital structure of the
company. The Authorised Share Capital of the Company increasedfrom existing Rs. 8,00,00,000 (Rupees Eight Crores
Only) divided into 80,00,000 (Eighty Lakhs) Equity Shares of Rs.10 each to Rs. 11,00,00,000 (Rupees Eleven Crores
Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10 each ranking pari passu in all respect
with the existing Equity Shares of the Company, as approved by the Shareholders through Postal Ballot dated
21.02.2025.

9. RAISING OF FUNDS THROUGH IPO/FPO/RIGHT ISSUE/PREFERENTIAL ISSUE OR ANY OTHER
MODE

During the year under review, the Company’s Board of Directors approved a fund-raising plan through a rights issue.
A Rights Issue Committee was established to oversee the approval, issuance, and allotment of equity shares of Re.
10 each (“Equity Shares”), aggregating up to Rs. 15 crores on a rights basis. The Board granted approval for this
fund-raising on 3rd February 2025, and the Draft Letter of Offer (DLOF) was submitted to NSE (Emerge) on 11th
March 2025. NSE’s approval was received via letter dated 28th April 2025, along with an addendum issued on 26th
May 2025. The Company obtained the necessary approval from NSE for the proposed rights issue of equity shares.

The in-principle approval for the proposed rights issue remains valid, as the issue is scheduled to open within 12
months of the approval date granted by the Stock Exchange (NSE).

10. NUMBER OF BOARD MEETINGS, GENERAL MEETING AND COMMITTEE MEETINGS
NUMBER OF BOARD MEETINGS:

During the year under review, 7 (Seven ) Board meetings were dated properly convened & held.
29.05.2024,25.06.2024,30.08.2024,13.11.2024,20.01.2025,03.02.2025 and 10.02.2025

GENERAL MEETINGS:

During the year under review, 06^th Annual General Meeting of the Company was held on 25^th September,
2024 and one Postal Ballot was convened on 22^nd February, 2025.

No EGM was held during the year.

COMMITTEE MEETINGS:

a) Audit Committee - During the year under review, 3 (Three) Committee meetings were dated properly convened
& held.

29.05.2024, 30.08.2024 and 13.11.2024.

b) Nomination and Remuneration Committee -No meetings was held during the year 2024-25.

c) Stakeholder Relationship Committee - During the year 2024-25, One meeting was held on 13.11.2024.

d) Rights Issue Committee - During the year 2024-25, One meeting was held on 11.03.2025.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

DIRECTORS:

a) Composition of board of directors

The Board is properly constituted as per the provisions of the Companies Act, 2013 and as per provisions of SEBI
(LODR) Regulations, 2015.

As on March 31^st, 2025, the Board of Directors of the Company comprised of 6 Directors, with Two Executive, one
Non-Executive Directors and Three Independent Directors (Non-Executive). The composition of the Board of
Directors is as below:

b) Attendance Record of the Directors at the Board Meetings:

c) Retire by Rotation: In accordance with the provisions of Section 152 of the Act and Articles of Association of the
Company, Mrs. Sharda Agarwal (DIN: 09520743), Non-Executive Director of the Company, retires by rotation at
the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The
Board recommends his appointment for the consideration of the members of the Company at the ensuing Annual
General Meeting.

A brief profile, expertise of Director and other details as required under the Act, Secretarial Standard-2 and Listing
Regulations relating to the director proposed to be re-appointed is annexed to the notice convening the AGM.

d) Declaration given by Independent Director: Your Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence provided in Section 149(6) of
the Act and there has been no change in the circumstances which may affect their status as Independent Director
during the year under review.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have
registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (‘IICA’).
In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and
proficiency required under all applicable laws and the policies of the Bank.

e) Annual Evaluation of Performance of the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own
performance, the directors individually, as well as the evaluation of the working of its Committees. The Company
has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such
questions are prepared considering the business of the Company and the expectations that the Board have from each
of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following
key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

f) Familiarization Programme for Independent Directors:

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.
Every new independent director of the Board attended an orientation program. To familiarize the new inductees with
the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make
presentations to the inductees about the Company's strategy, operations, product and service offerings, markets,
software delivery, organization structure, finance, human resources, technology, quality, facilities and risk
management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act,2013;and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment
outlining his/her role, functions, duties and responsibilities as a director.

g) Meeting Of Independent Directors:

During the year under review, one Independent Director Meeting held on 12/03/2025 for the F. Y. 2024-25.

The object of Independent Meeting was to review the performance of Non- independent Director and the Board as a
whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of Independent
Director of the Company as earliest possible.

h) Disclosure u/s 184(1) & 164(2) of the Companies Act, 2013:

The Company has received the disclosure in Form DIR-8 & MBP-1 from its Directors being appointed or re¬
appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013
which is required to be disclosed in this report pursuant to Rule 14(1) of Companies (Appointment and Qualification
of Directors) Rules, 2014.

i) Disqualifications Of Directors:

During the financial year 2024-2025 under review the Company has received Form DIR-8 from all Directors as
required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and
Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as
director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the
office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI's Circular No.
LIST/COMP/14/2018-19 dated 20th June 2018 on the subject “Enforcement of SEBI orders regarding appointment
of Directors by Listed Companies”.

The Directors of the Company have made necessary disclosures, as required under various provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

j) Nomination and Remuneration Policy:

The Policy of the Company on Director’s appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of
section 178, is appended as Annexure I to this Report. No Sitting fees have been paid to the Non-executive directors
and Independent Directors. The Policy is also available on the website of the Company.
https://www.agarwalfloat.com/wp-content/uploads/2023/02/11.-Nomination-and-Remuneration-Policy.pdf

12. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders’ Relationship Committee

III. Nomination and Remuneration Committee

I. AUDIT COMMITTEE

Committee Constitution is as follows:

The Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.
During the year under review, 3 (Three) Committee meetings were dated properly convened & held.

29.05.2024, 30.08.2024 and 13.11.2024.

Terms & Scope of Work of Committee:

a) Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of
auditors of our Company;

c) Reviewing and monitoring the auditor’s independence and performance and the effectiveness of audit process;

d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

e) Reviewing the financial statements with respect to its unlisted Subsidiary (ies), in particular investments made by
such Subsidiary (ies);

f) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to
the board for approval, with particular reference to:

Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms
of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions; and

• Modified opinion(s) in the draft audit report.

g) Reviewing, the quarterly financial statements with the management before submission to the Board for approval;

h) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;

i) Approval or any subsequent modification of transactions of our Company with related parties;

j) Scrutiny of inter-corporate loans and investments;

k) Valuation of undertakings or assets of our Company, wherever it is necessary;

l) Evaluation of internal financial controls and risk management systems;

m) Monitoring the end use of funds raised through public offers and related matters;

n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control

systems;

o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;

p) Discussion with internal auditors of any significant findings and follow up thereon;

q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;

t) To establish and review the functioning of the whistle blower mechanism;

u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or
grievances;

v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;

w) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies
Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and

x) Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of
significant related party transactions (as defined by the audit committee), submitted by management; (3) management
letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to
internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of
deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of
Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those
stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

II. NOMINATION AND REMUNERATION COMMITTEE:

Committee Constitution is as follows:

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Nomination and
Remuneration Committee.

During the year under review, No meetings was held during the year 2024-25.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

a) identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out
evaluation of every director’s performance;

b) formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other
employees

c) while formulating the policy under (b) above, ensure that

the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the
quality required to run the Company successfully;

Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
remuneration to directors, key managerial personnel and senior management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and
its goals:

d) such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the
Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

III. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Committee Constitution is as follows:

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Stakeholders’
Relationship Committee.

During the year 2024-25, One meeting was held on 13.11.2024.

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholder’s Relationship Committee include the following:

(a) consider and resolve the grievance of security holders of the Company;

(b) such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the
Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

13. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to provision of Section 134(5) of the Companies Act, 2013, your Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that
have been made are reasonable and prudent so as to give a true and fair view of the state of affairs and of the profit
of the company for the year ended 31st March, 2025 ;

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 have been prepared on a going concern basis;

v. The internal financial controls to be followed by the Company and that such internal financial controls are adequate
and were operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

14. AUDITORS & REPORT OF THE AUDITORS

A. STATUTORY AUDITOR AND THEIR REPORT

The Members of the Company at the 6th AGM held on 25^th September, 2024, appointed M/s Jethani and Associates,
Chartered Accountants, Jaipur (ICAI Firm Registration No.010749C) as Statutory Auditors of the Company for a period
of 1 year to hold office from the conclusion of 6^th AGM till the conclusion of the 7^th AGM to be held in year 2025 of
the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the
Company.

The Statutory Auditors’ Report does not contain any qualifications, reservations or adverse remarks on the financial
statements of the Company for the financial year 2024-25.

Explanation to Auditor’s Remark-

The Auditors’ Report read with relevant notes are self-explanatory and not required any comments or Explanation.
Reporting of fraud by Statutory Auditors-

There was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub¬
section (12) of section 143 of Companies Act, 2013.

Appointment of Statutory Auditor for the Financial Year 2025-26:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, The Board has recommended the
appointment of M/s Jethani and Associates, Chartered Accountants (ICAI Firm Registration No.010749C), as Statutory
Auditors of the Company for a period of one year in this ensuing Annual General Meeting of the Company held for F.Y
ending on 31st March 2025 till the conclusion of the 8^th Annual General Meeting to be held for F.Y. ending on 31st
March 2026.

B. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the company has appointed CS Monika Gupta (Certificate of
Practice No. 8551) on behalf of M/s SKMG & Co. Practicing Company Secretaries Firm (Firm Unique Code-4063), to
conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March
31st, 2025 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

C. Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Company’s Act, 2013 read with the Companies (Cost
records & Audit) Rules, 2014, therefore no such records required to be maintained.

D. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014, the
Board of Directors of the Company has appointed M/s. G. S. Fathpuriya & Co (FRN: 007595C), Chartered Accountants,
for the Financial Year 2024-25; to conduct internal audit for the Company.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

There are no frauds reported for the period under review by the Auditor’s under section 143(12) of the Companies
Act, 2013 and hence, the said disclosure requirements are not applicable.

16. INDUSTRIAL RELATIONS

During the year under review, the Company enjoyed cordial relations with workers, employees, Bankers,
Shareholders and all stakeholders at all levels.

17. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable
provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

18. NON APPLICABILITY OF CORPORATE GOVERNANCE

As our Company has been listed on SME Emerge Platform of National Stock exchange Limited (NSE), by virtue of
Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with
the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of
Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.

Hence, Corporate Governance Report does not form a part of this Board Report.

19. MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under section 148(1) of the
Companies Act, 2013.

20. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL:

None of the employees was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Hence , disclosure with respect
to the same, is not required to be given.

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

21. INTERNAL FINANCIAL CONTROLS

A well-established, independent, multi-disciplinary Internal Audit team operates in line with governance best
practices. It reviews and reports to management and the Audit Committee about compliance with internal controls
and the efficiency and effectiveness of operations as well as the key process risks.

The Company has in place adequate internal financial controls with reference to Financial Statements and such
controls were operating effectively as at March 31, 2025. These controls have been designed to provide a reasonable
assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting,
monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or
operations were observed.

22. RISK MANAGEMENT

Your Company has a Risk Management Policy which identifies and evaluates business risks and opportunities. The
Company recognize that these risks needs to be managed and mitigated to protect the interest of the stakeholders and
to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company’s
various business and operational risks, through strategic actions. The Risk Management policy may be accessed on
the Company’s website at the Weblink: https://www.agarwalfloat.com/wp-content/uploads/2023/02/9.-Risk-
Management-Policy-1 .pdf

23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There is no Company which have become or ceased to be its subsidiary, joint venture or associate company during
the year. At present there are no subsidiary, joint venture or associate companies.

24. POLICY/VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013.
This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or
suspected fraud or violation of the Company’s code of conduct. The said mechanism also provides for adequate
safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the
chairperson of the Audit Committee. We confirm that during the financial year 2024-25, no employee of the Company
was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the
Company at website www.agarwalfloat.com at following weblink - https://www.agarwalfloat.com/wp-
content/uploads/2023/02/10.-Whistle-Blower-Policy-1.pdf

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all
employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance”
against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives
to counter such acts. The Code has been posted on the Company's website www.agarwalfloat.com at following
weblink - https://www.agarwalfloat.com/investor-relation/codeofconduct/ .

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors
and the designated employees in their business dealings and in particular on matters relating to integrity in the work
place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the
expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

POLICIES: Various policies required under the provision of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 are adopted and uploaded on the website of the Company namely
www.agarwalfloat.com and weblink to access https://www.agarwalfloat.com/investor-relation/codeofconducty.

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013.

Your Company is committed to creating and maintaining an atmosphere in which employees can work together,
without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti¬
Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress
complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are
covered under this policy.

The following is a summary of sexual harassment complaints
received and disposed off during the year:

No. of Complaints received Nil

No. of Complaints disposed off Nil

26. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of
the Companies Act, 2013 have been provided in the notes to the Financial Statements.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were
in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into
any contract / arrangement / transaction with related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is attached as Annexure III.
Attention of the members is also drawn to the disclosures of transactions with the related parties as set out in Notes
to Accounts forming part of the financial statement.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis of the Company
for the year under review is presented in a separate section forming the part of the Annual Report is attached here
with as Annexure - IV.

29. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo,
as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the
Companies (Accounts) Rules, 2014 are given as under :

A. Conservation of Energy:

The steps taken or impact on conservation of energy:

i. The operations of your Company are not energy intensive. However, adequate measures have been initiated to
reduce energy consumption.

ii. The capital investment on energy conservation equipment’s: Nil

B. Technology Absorption :

i. The efforts made towards technology absorption: Not Applicable.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:
Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the
Financial Year): Not Applicable.

iv. Company has not incurred any expenditure on Research and Development during the year under review.

C. Further there was neither inflow nor outflow of foreign exchange during the year.

30. RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk
exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate,
manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved
products through technology innovation and productivity. The Company continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate with the size of the
Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the
mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the
Annual Report.

31. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing
in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of
Directors and the designated employees have confirmed compliance with the Code.

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCYAND BANKRUPTCY CODE, 2016

During the period under review, there were no applications made or proceedings pending in the name of the Company
under the Insolvency and Bankruptcy Code, 2016.

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

During the period under review, there has been no one time settlement of Loan taken from Banks and Financial
Institutions.

34. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s Policy
requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental
regulations and preservation of natural resources.

35. DEMATERIALIZATION OF SHARES:

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities
Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up
capital of the Company. The Company ISIN No. is INE0MLA01012 and Registrar and Share Transfer Agent is KFIN
TECHNOLOGIES LIMITED.

36. SECRETARIAL STANDARDS:

During the year under review, Company has complied with all the applicable provisions of secretarial standards
issued by the Institute of Company Secretaries of India.

37. NON-APPLICABILITY OF INDIAN ACCOUNTING STANDARDS: As per the provisions of Rule 4(1) of the
Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as
referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted
from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on NSE
Emerge platform, it is covered under the exempted category and is not required to comply with IND-AS for
preparation of Financial Statements.

38. INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2024-25, no queries were received.

01-04-2024 TO 31-03-2025:

Pending at the beginning of quarter - 0

Received during the quarter - 0(received regarding Non Receipt of Refund/Unblock)

Disposed off during the quarter - 0
Remaining unresolved at the end of quarter -0

Company Secretary, acts as the Compliance Officer of the Company is responsible for complying with the provisions
of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can
be sent their query at smefloat@gmail.com.

39. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. Your
Company has been registered on SCORES and makes every effort to resolve all investor complaints received through
SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received
any complaint on the SCORES during the financial year 2024-25.

40. NON-COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 (“LISTING REGULATIONS”) :

During the year under review, the Company was penalized for non-submission of Voting results in XBRL format for
the Postal Ballot held on February 21, 2025. NSE imposed a fine of Rs. 11,800 (Rs. 10,000 plus 18% GST) vide letter
No. NSE/LIST-SOP/COMB/FINES/0296 dated 12th March 2025, for non-compliance with Regulation 44(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations').The violation was
related to the failure to submit voting results in XBRL format. The Company had already notified NSE of the issue
and paid the fine on 24th March 2025 within the stipulated timeline. This incident did not adversely affect the
Company’s financial, operational, or other activities.

The matter was discussed at the Board meeting held on 28th May 2025. The Board approved measures including
automating compliance controls, strengthening mid- and back-office operations, and providing regular training on
circulars and notifications to prevent similar issues in the future. The non-compliance occurred from a technical error
during the XBRL file submission on the NEAPS portal on 22nd February 2025. The Company has since then,
enhanced its processes to ensure timely compliance and remains committed to adhering to all applicable regulations
in both letter and spirit.

Apart from this incident, no other material orders affecting the Company’s going concern status or future operations
were passed by Regulators, Courts, or Tribunals during the reporting period.

41. OTHER STATUTORY DISCLOSURES

During the year under review:

1. No Significant and material orders were passed by the Regulators/ Courts/ Tribunals which impact the going
concern status and Company’s operations in future.

2. No equity shares were issued with differential rights as to dividend, voting or otherwise.

3. No Sweat Equity shares were issued.

4. No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or
unclaimed public deposits at the beginning and end of FY 2024-25.

5. No Change in nature of Business of Company.

6. No Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

7. Except as disclosed in this Report, there are 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.

42. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s
objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the
meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Company’s operations include raw material availability
and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations,
Tax regimes, economic developments within India and the countries in which the Company conducts business and
other ancillary factors.

43. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government
agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who
through their continued support and co-operation have helped, as partners in your Company’s progress. Your
Directors, also acknowledge the hard work, dedication and Commitment of the employees.

For and on behalf of the Board of Directors
AGARWAL FLOAT GLASS INDIA LIMITED

(Formerly Known As Agarwal Float Glass India Private Limited)

Date: 03.09.2025

Place: Jaipur Sd/- Sd/-

Uma Shankar Agarwal Mahesh Kumar Agarwal

Managing Director Director

DIN: 02806077 DIN: 02806108