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Asahi India Glass Ltd
Glass & Glass Products
BSE Code: 515030 NSE Symbol: ASAHIINDIA P/E : 57.98
ISIN Demat: INE439A01020 Div & Yield %: 5.17 EPS : 16.99
Book Value: 157.86 Market Cap (Rs. Cr.): 25,114.15 Face Value : 1

To the Members,

The Directors are pleased to present their 41st Report along with the audited financial statements (Standalone and Consolidated) of the Company for the year ended 31st March, 2026.

Financial Performance

The Company's financial performance for the year ended 31st March, 2026 is summarised below:

(Rs. in Lakhs)

Particulars 2025-26 2024-25
Revenue from Operations 4,66,846 4,31,161
Other Income 5,132 3,621
Total Income 4,71,978 4,34,782
Operating Profit (PBDIT) 91,650 76,594
Profit before Depreciation & Tax (PBDT) 71,844 64,364
Profit before Tax 44,859 52,743
Profit after Tax 32,994 38,910
OCI for the year 151 (681)
Total Comprehensive Income 33,145 38,229
Dividend 4,862 4,862

Performance Overview

FY 2025-26 has been a satisfactory year for AIS due to improved demand in both automotive and architectural segments. Financial and operational performances have largely been close to budgets. Your Company managed to implement its plans and executed them more efficiently in a sustainable manner.

Revenue from Operations of the Company stood at Rs. 4,66,846 lakhs in FY 2025-26 as against Rs. 4,31,161 lakhs in FY 2024-25. Operating Profit has increased by 19.66% from Rs. 76,594 lakhs in the previous year to Rs. 91,650 lakhs in FY 2025-26. The Company posted a profit (PAT) of Rs. 32,994 lakhs in FY 2025-26 against profit of Rs. 38,910 lakhs in the previous financial year.

A detailed analysis of Company's business operations forms a part of the Management Discussion and Analysis, a separate section to this Annual Report.

Change in the nature of business

During the year under review, there has been no change in the nature of business of the Company.

Further, no material changes and commitments have occurred between the end of the Financial Year and the date of the report affecting the financial position of the Company.

Capital Structure

As on 31st March, 2025, the authorised share capital of the Company was Rs. 65,00,00,000 comprising of 50,00,00,000 equity shares of face value of Rs. 1 each, 90,00,000 preference shares of face value of Rs. 10 each and 6,00,000 preference shares of face value of Rs. 100 each and the issued, subscribed and paid-up equity share capital was Rs. 24,30,89,931 comprising of 24,30,89,931 equity shares of Rs. 1 each.

During the year under review, the Company successfully raised Rs. 1,000 Crores by an issue of equity shares through Qualified Institutions Placement (QIP) by issuance and allotment of 1,18,37,261 Equity Shares on 19th September, 2025, to eligible Qualified Institutional Buyers (QIBs) as per the provisions of Chapter VI of SEBI ICDR Regulations, 2018 at the issue price of Rs. 844.79 per equity share, including a premium of Rs. 843.79 per equity share. The proceeds from the QIP have been fully utilised towards the prepayment and / or repayment, in full or in part, of the outstanding borrowings (including interest thereon) and towards general corporate purposes. There have been no deviations or variations in the utilization of proceeds from the stated objects of the issue.

Pursuant to the above allotment, the issued, subscribed and paid-up equity share capital of the Company increased from Rs. 24,30,89,931 comprising of 24,30,89,931 equity shares of Rs. 1 each, to Rs. 25,49,27,192 comprising of 25,49,27,192 equity shares of Rs. 1 each.

As on 31st March, 2026, the authorised share capital of the company was Rs. 65,00,00,000 comprising of 50,00,00,000 equity shares of face value of Rs. 1 each, 90,00,000 preference shares of face value of Rs. 10 each and 6,00,000 preference shares of face value of Rs. 100 each and issued, subscribed and paid-up equity share capital of the Company was Rs. 25,49,27,192.

Subsidiaries and Associates

Pursuant to Section 129 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act”), a separate statement containing salient features of financial statements of all subsidiaries and associates of your Company, forms part of the financial statements.

In accordance with the provisions of Section 136 of the Companies Act, 2013 the financial statements of subsidiary & associate companies and related information are available for inspection by Members at the Corporate Office of AIS as well as Registered Office of respective subsidiary and associate companies, during business hours on all days except Saturdays, Sundays and public holidays upto the date of Annual General Meeting (AGM) to any shareholder on demand.

Further, in terms of the above provisions, the audited financial statements including the consolidated financial statements, financial statements of subsidiaries and all other relevant documents required to be attached to this report have been uploaded on website of the Company at www.aisglass.com. A report on the performance and financial position of each of the Subsidiary and Associate companies as per the Companies Act, 2013 is provided as Annexure to the consolidated financial statements in the prescribed Form AOC-1.

Further, the Board of Directors of each of the subsidiaries viz. AIS Adhesives Limited (AIA), AIS Distribution Services Limited (ADSL), GX Glass Sales & Services Limited (GX) ("the Transferor Companies”) and AIS Glass Solutions Limited (GS) ("the Transferee Company") have approved a composite Scheme of Arrangement under the provisions of Sections 230 to 232 read with other applicable provisions of the Companies, 2013 (including rules made thereunder) ("the Scheme") at their respective meetings and filed the same with Hon'ble National Company Law Tribunal (NCLT), which was approved by the NCLT vide its order dated 19th May, 2025. All such Subsidiaries have filed certified copy of the said NCLT order along with the certified copy of the Scheme with Registrar of Companies, Delhi (ROC) dated 1st July, 2025 to affect the Amalgamation of all the Transferor Companies into Transferee Company from that date, which was approved by the ROC on 8th August, 2025. Therefore, all the Transferor Companies ceased to exist w.e.f. 1st July, 2025.

In order to align the name of GS with its expanded objects, the shareholders of GS had approved the change of the company's name from "AIS Glass Solutions Limited" to "AIS Consumer Glass Solutions Limited" at their meeting held on 25th August, 2025, along with the consequential alteration to the Memorandum of Association. The Registrar of Companies had approved the change of name vide its letter dated 19th November, 2025.

Pursuant to the aforesaid merger, 90,000 shares held by AIA and 80,000 shares held by GX in Under Par Sports Technologies Private Limited ("Under Par") were vested in AIS Consumer Glass Solutions Limited ("CG"). Board of Director of CG at its meeting held on 24th March, 2026, approved the sale of the said investment to the promoter directors of Under Par and entered into share transfer agreements with them. The transaction was completed on 30th March, 2026. Consequently, upon completion of the sale, Under Par ceased to be an Associate Company of CG and an Indirect Associate Company of AIS with effect from 30th March, 2026.

Except as above, no other Company has become or ceased to be Subsidiary, Joint Venture or Associate of the Company.

Material Subsidiaries

During the FY 2025-26, the Company did not have any material subsidiary.

However, during FY 2026-27, based on the Financial Statement of AIS Consumer Glass Solutions Limited (CG), it has been identified as material subsidiary company.

Awards

Your Directors take pride in reporting the following awards and recognitions received by your Company during the year:

Awarding OEM Details
Maruti Suzuki India Ltd. Overall Performance Award
Maruti Suzuki India Ltd. Certificate of Appreciation in Sustainability
Honda Cars India Ltd. Certificate of Excellence - Delivery, Quality & Cost Parameters of Spare Parts
Uno Minda Award of Appreciation in Up-front Localization
Uno Minda Certificate of Appreciation in Up-front Localization
Nissan Supplier Quality Award - Regional Award of India
Sandhar Technologies Ltd. Excellence in Quality Glass
Ashok Leyland Winner - 10th Edition of National Supplier Samrat Competition (Non-Prop Category)

Management Discussion and Analysis

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the year under review forms part of this Annual Report.

Dividend

Your Directors are pleased to recommend a Final Dividend of Rs. 2 per equity share of face value of Rs. 1 each for the year ended 31st March, 2026.

The above dividend, subject to the approval of Members at the Annual General Meeting scheduled to be held on 18th September, 2026, will be paid on or after 24th September, 2026 to those Shareholders whose names would appear in the Register of Members as on 11th September, 2026. The total dividend for the Financial Year will be Rs. 5,098.54 lakhs.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a 'Dividend Distribution Policy'. The Policy is available on the Company's website https://www.aisglass.com/wpcontent/uploads/202 0/10/AIS-Dividend-Distribution-Policy.pdf.

Transfer to Reserves

The Board has not proposed to carry any amount to Reserves.

Public Deposits

During the FY 2025-26, your Company has not accepted any deposits within the meaning of Section(s) 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 and the applicable Accounting Standards, the Consolidated Financial Statements of the Company are provided in the Annual Report.

Corporate Governance

Your Company is in strict compliance with the Corporate Governance requirements.

A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under Regulation 34 of the Listing Regulations, is annexed as a part of the Annual Report along with the Auditors' Certificate on Corporate Governance.

Business Responsibility and Sustainability Report

Your Company has been conducting business on principles of Environment, Social and Governance ("ESG") that not only delivers long term shareholder value but also benefits the society and had obtained reasonable assurance on the BRSR Core from a third-party Independent Assurance provider.

The BRSR along with the Assurance Report on the BRSR Core for the financial year ended 31st March, 2026, which are annexed and form an integral part of this Report.

Industrial Relations

During the FY 2025-26 under review, industrial relations in the Company continued to be cordial and peaceful.

Annual Return

Annual Return of the Company in Form MGT-7, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on Company's website www.aisglass.com and can be accessed through link https://www.aisglass.com/investors/annual-returns/.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 as at the end of financial year 2025-26 are given at note nos. 4, 10, 37 and 45 of the Standalone Financial Statements.

Meetings of the Board and its Committees

The details in respect of the number of Board and Committees meetings of your Company are set out in the Corporate Governance Report which forms a part of the Annual Report.

Audit & Risk Management Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations, the Audit & Risk Management Committee consists of three Independent Directors - Mr. Kamaljit Kalkat as Chairman and Lt. Gen. Ravin Khosla (Retd.) & Ms. Sheetal Mehta as Members as on 31st March, 2026.

Board of Directors of the Company has duly accepted the recommendations of Audit & Risk Management Committee during FY 2025-26. Detailed disclosure in respect of Audit & Risk Management Committee is in the Corporate Governance Report of the Company which forms a part of Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or Ethics Policy and provide adequate safeguards against victimization of the person availing this mechanism.

The Policy is available on the Company's website at https://www.aisglass.com/wp-content/uploads/2020/10/AIS vigil mechanism whistle blower policy.pdf which has been appropriately communicated within the organisation and is effectively operational. The policy provides mechanism whereby any whistle blower may send protected disclosures at complaintscommittee@aisglass.com and in exceptional cases, directly to the Chairman of Audit & Risk Management Committee.

Risk Management

AIS has developed and implemented a Risk Management Policy to identify and mitigate key risks that may negatively impact the Company. It lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company.

The Board of Directors of your Company evaluates the risk management systems periodically and takes into account any recommendation(s) of the Audit & Risk Management Committee. The Audit & Risk Management Committee provides oversight for the identification, monitoring and mitigation of material risks, and supports management in responding to evolving market and stakeholder expectations. It periodically reviews the Risk Management Policy formulated by the Company and the risk assessment and minimization procedures of the Company.

Internal Financial Controls

Your Company has put in place adequate internal financial controls which is operating effectively with reference to financial statements. Such system has been designed to provide for:

• adoption of accounting policies in line with applicable Accounting Standards.

• uniform accounting treatment is prescribed to the subsidiaries of your Company.

• proper recording of transactions with internal checks and reporting mechanism.

• compliance with applicable statutes, policies, management policies and procedures.

The management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever required.

Your Company has its own Internal Audit department with qualified professionals which carries out periodic audits of all locations and functions. The observations arising out of the internal audits are periodically reviewed and its summary along with corrective action plans, if any, are submitted to top management and Audit & Risk Management Committee for review, comments and directions.

Directors and Key Managerial Personnel

Appointments, Re-appointments and Resignations

During the year under review following changes took place in the Board of your Company:

During the financial year, Mr. Shashank Srivastava (DIN: 00139273), has been appointed as Non-Executive Director on the Board of Directors of the Company w.e.f. 1st April 2025, liable to retire by rotation, vide circular resolution dated 24th March, 2025 and by Members through Postal Ballot on 21st June, 2025.

Ms. Avanti Birla (DIN: 01127008), has been appointed as Non-Executive Director in the capacity of Independent Director of the Company by the Board of Directors on 24th June, 2025 and by Members at 40th AGM held on 10th September, 2025 for a period of upto five consecutive years with effect from 25th June, 2025 in accordance with the provisions of Section(s) 149, 150, 152 & 161 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of Listing Regulations.

Mr. Kazuo Ninomiya (DIN:1 1205921) has been appointed as Non-Executive Director on the Board of Directors of the Company, liable to retire by rotation, by the Board of Directors on 30th July, 2025 and by Members at 40th AGM held on 10th September, 2025.

Mr. Masahiro Takeda (DIN: 07058532), Non-Executive Director of the Company has resigned from the Board of Directors of the Company with effect from the closure of business hours of 31st July, 2025 due to his retirement from AGC Inc., Japan ("AGC").

Mr. Masahiro Takeda (DIN: 07058532) has confirmed that there was no material reason for his resignation apart from the reasons cited above.

During the financial year, Mr. Setsuya Yoshino (DIN: 10504479), Independent Director of the Company has resigned from the Board of Directors of the Company w.e.f. the closure of business hours on 31st March, 2026 due to his permanent return to Japan.

Mr. Setsuya Yoshino has confirmed that there was no material reason for his resignation apart from the reasons cited above. Mr. Takahiro Tokuda (DIN: 09544810) was appointed in place of Mr. Setsuya Yoshino as Non-Executive Director in the capacity of Independent Director of the Company vide circular resolution dated 30th March, 2026 and by Members through Postal Ballot on 9th May, 2026 for a period of up to five consecutive years with effect from 1st April, 2026 in accordance with the provisions of Section(s) 149, 150, 152, 161, 175 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of Listing Regulations.

In accordance with the provisions of Section(s) 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Shashank Srivastava (DIN: 00139273), and Mr. Kazuo Ninomiya (DIN:1 1205921) Directors are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors based on the recommendation of Nomination & Remuneration Committee, recommended the re-appointment of Mr. Masao Fukami as Whole Time Director of the Company for another term of up to 4 years, subject to Shareholders' approval.

Board places on record its heartfelt appreciation for the Directors who left the Board.

Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are

Mr. Sanjay Labroo, Chairman & Managing Director,

Mr. Gopal Ganatra, Sr. Executive Director - GRC, General Counsel, CHRO and Company Secretary and

Mr. Shailesh Agarwal, Sr. Executive Director & Chief Financial Officer.

During the year under review, there has been no change in the Key Managerial Personnel of the Company.

Statement of Board of Directors

The Board of Directors of the company are of the opinion that all the Independent Directors of the Company appointed / re-appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the Company.

Declaration of Independence

Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedules and Rules made thereunder as well as Regulation(s) 16 & 25 of the Listing Regulations. The details of the familiarization programme along with format of the letter of appointment provided to the Independent Directors at the time of appointment outlining his / her role, functions, duties and responsibilities have been uploaded on the website of the Company and may be accessed through the link https://www.aisglass.com/wp-content/uplo ads/2020/10/familiarisation programmes for Independent Directors.pdf.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:

a. in the preparation of the annual accounts, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed, long with proper explanation relating to material departures, if any;

b. they 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 31st March, 2026 and of the profit and loss of the company for the Financial Year ended 31st March, 2026;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls as laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statement indicating the manner in which formal annual evaluation has been done

In terms of provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by the Nomination and Remuneration Committee included various aspects of functioning of the Board such as composition, process and procedures including adequate and timely information, attendance, delegation of responsibilities, decision-making, roles and responsibilities including monitoring, benchmarking, feedback, stakeholder relationship and Committees.

The performance of individual Directors including the Chairman & Managing Director was evaluated on various parameters such as knowledge, experience, interest of stakeholders, time devoted, etc. The evaluation of Independent Directors was based on aspects like participation in and contribution to the Board decisions, knowledge, experience and judgment.

Particulars of Remuneration

The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, may be obtained by any Member by writing to the Company Secretary at the registered office or the corporate office of the Company. However, as per the provisions of Section 136 of the Companies Act, 2013, the Report along with financial statements are being sent to all Members of the Company excluding the aforesaid information.

Board Diversity

The Company recognises and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of experts in the field of Business, Finance, Law, Corporate Governance, Management and Leadership skills and also has three Women Directors on the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy, as approved by the Board on recommendation of the Nomination & Remuneration Committee, is available on website of the Company www.aisglass.com and can be accessed through the link https://www.aisglass.com/wp-content/uploads/ 2020/10/Nomination Remuneration Policy.pdf.

The salient features of the Policy are that it lays down the parameters:

• based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors.

• based on which remuneration (including fixed salary, benefits and perquisites, bonus / performance linked incentive, commission, retirement benefits) should be given to whole-time directors, KMPs and other employees of the Company.

• of remuneration payable to Directors for services rendered in other capacity.

During the period under review there is no change in Nomination and Remuneration Policy

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The policy on Corporate Social Responsibility as approved by the Board of Directors is uploaded on the website of the Company www.aisglass.com and can be accessed through the link https://www.aisglass.com/wp-content/uploads/202 1/07/AI-Corporate-and-Social-Responsibility-Policy-1.pdf.

The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2025-26 in the prescribed format are annexed as “Annexure A”.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder and an Internal Complaints Committee has also been set up to redress any such complaints received.

During the period under review, one complaint was received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace of the Company, which was resolved by the Committee during the year.

During the year 2025-26, following are the details of complaints related to sexual harassment:

a. number of complaints of sexual harassment received in the year: 1(One)

b. number of complaints disposed off during the year: 1(One) and

c. number of cases pending for more than ninety days: NIL

Related Party Transactions

With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2025-26 with the related parties were in the ordinary course of business and on arm's length basis.

During the year under review, your Company has entered into Material Related Party Transactions as approved by the Members under Regulation 23 of the Listing Regulations. All the related party transactions entered by the company during the financial year were at arm's length basis and in ordinary course of business.

The details of the related party transactions entered during the year are provided in the accompanying financial statements.

The Company has not entered into any Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under Section 134(3)(h) of the Companies Act, 2013 is annexed herewith as “Annexure B” to this Report.

The Company has formulated a policy on Related Party Transactions which is available on the website and can be accessed through link https://www.aisglass.com/wp-conte nt/uploads/2024/08/Policy-on-Materiality-of-RPT.pdf.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as “Annexure C” to this Report.

Compliance of Secretarial Standards

Pursuant to 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 Company Secretaries of India” and notified by "Ministry of Corporate Affairs".

Auditor and Auditors' Report

Statutory Auditors

M/s. VSSA & Associates, Chartered Accountants (Firm Registration No. 012421N) were appointed as Statutory Auditors of AIS, for a second term of 5 (five) consecutive years from conclusion of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting.

The Auditors' Report for FY 2025-26 does not contain any qualification or reservation or adverse remark.

No fraud was reported by the auditors of the Company under Section 143(12) of the Companies Act, 2013.

Cost Auditor

Your Company had appointed M/s. Ashish & Associates, Cost Accountants (Firm Registration No. 103521), as the Cost Auditors of your Company for FY 2025-26 to conduct audit of cost records of the Company. Cost Audit Report for the FY 2025-26 shall be filed with Ministry of Corporate Affairs.

As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, your Company is required to maintain cost accounts and records. The Board of Directors of your Company, on recommendation of the Audit & Risk Management Committee, has appointed M/s. Ashish & Associates, Cost Accountants as the Cost Auditors of the Company for the FY 2026-27.

Your Company has received consent from M/s. Ashish & Associates, Cost Accountants, to act as the Cost Auditors of your Company for the FY 2026-27 along with a certificate confirming their independence.

Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, your Company has appointed Mr. Sundeep Kumar Parashar, FCS, Company Secretary in Practice and proprietor of M/s. SKP & Co., Company Secretaries, (Firm Registration No. S2005DE077900, Peer Review Certificate No. 1323/2021) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report for FY 2025-26 is annexed herewith as “Annexure D” to this Report. The Secretarial Auditors' Report for FY 2025-26 does not contain any qualification or reservation or adverse remark.

Annual Secretarial Compliance

The Company had undertaken an audit for the financial year 2025-26 for all applicable compliance as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to Stock Exchanges within 60 days from the end of the financial year.

Significant and Material Orders of Regulators or Courts or Tribunals

No significant and material order was passed by Regulators or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.

Credit Rating:

During the FY 2025-26, The CRISIL Ratings Limited ("CRISIL Ratings") vide its letter dated 7th October, 2025 has upgraded the long term credit rating as Crisil AA- / Stable (pronounced CRISIL A A Minus) for the long term Bank facility. CRISIL Ratings has also upgraded Short-term rating as Crisil A1 + (pronounced CRISIL A One Plus) of working capital facility issued to the Company. The Outlook on Long Term Rating & Short Term Rating is Stable

Other Disclosures

a. There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the Company.

b. There were no instances where your Company required the valuation for one time settlement while taking the loan from the Banks or Financial Institutions.

c. The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

d. There were no material changes and Commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Acknowledgements

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, suppliers, government authorities and employees.

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

On behalf of the Board of Directors

Asahi India Glass Limited,

Sanjay Labroo

Dated: 5th August, 2026

Chairman and Managing Director

Place: Gurugram

DIN : 00009629