The Directors are pleased to present their 40^th Report along with
the audited financial statements (Standalone and Consolidated) of
the Company for the year ended 31^st March, 2025.

Financial Performance

The Company's financial performance for the year ended
31^st March, 2025 is summarized below:

Performance Overview

FY 2024-25 has been a satisfactory year for AIS due to improved
demand in both automotive and architectural segments. However,
significant drop of price in float lowered profits. 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 ? 4,31,161 lakhs
in FY 2024-25 as against ? 4,14,629 lakhs in FY 2023-24. Operating
Profit has increased by 2.24% from ? 74,914 lakhs in the previous
year to ? 76,594 lakhs in FY 2024-25. The Company posted a profit
(PAT) of ? 38,910 lakhs in FY 2024-25 against profit of ? 33,553 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

During the year, there was no change in the Company's authorised,
issued, subscribed and paid-up equity share capital.

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. During the FY
2024-25, Asahi India Flat Glass Limited, Wholly Owned Subsidiary
of the Company has been struck off from the records of ROC.
Further, TGPEL Precision Engineering Limited has ceased to be an
Associate of the Company. Except as above, no other Company
has become or ceased to be Subsidiary, Joint Venture or Associate
of the Company.

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 Section 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
19^th 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 1^st July, 2025 to affect
the Amalgamation of all the Transferor Companies into Transferee

Company from that date, which was approved by the ROC on
8^th August, 2025. Therefore, all the Transferor Companies ceased
to exist w.e.f. 1^st July, 2025.

Material Subsidiaries

The Company does not have any material subsidiary. Pursuant
to Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended
(hereinafter referred to as "Listing Regulations"), the Company
has formulated and duly updated a policy for determining material
subsidiaries. This policy is available on the Company's website
and may be accessed through the link https://www.aisglass.com/
wp-content/uploads/2022/10/Policv for Determining Material
Subsidiaries W.pdf.

Awards

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

Management Discussion and Analysis

Pursuant to Regulation 34 of the 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
? 2 per equity share of face value of ? 1 each for the year ended
31^st March, 2025.

The above dividend, subject to the approval of Members
at the Annual General Meeting scheduled to be held on
10^th September, 2025, will be paid on or after 16^th September, 2025 to
those Shareholders whose names appear in the Register of Members
as on 3^rd September, 2025. The total dividend for the Financial Year
will be ? 4,862 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/wp-content/uploads/2020/10/AIS-Dividend-Distribution-
Policy.pdf.

Reserves

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

During the FY 2024-25, 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 Environmental, Social and Governance ("ESG") that not only
delivers long-term shareholder value but also benefits the society.
The Business Responsibility and Sustainability Report as per
Regulation 34 of the Listing Regulations is annexed and forms an
integral part of the Annual Report.

Industrial Relations

During the FY 2024-25 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/annual-return.

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 2024-25 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 Ms. Shradha Suri & Ms. Sheetal Mehta as Members as on
31^st March, 2025.

Board of Directors of the Company has duly accepted the
recommendations of Audit & Risk Management Committee
during FY 2024-25. 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.

Internal Financial Controls

Your Company has put in place adequate internal financial controls
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. Yoji Taguchi (DIN: 01892369),
Independent Director of the Company has resigned from the
Board of Directors of the Company w.e.f. 1^st April, 2024 due
to his permanent return to Japan and Mr. Setsuya Yoshino
(DIN: 10504479) was appointed in his place as Director in the
capacity of Independent Director of the Company vide circular
resolution dated 22^nd February, 2024 and by Members through
Postal Ballot on 25^th March, 2024 for a period of up to five
consecutive years with effect from 1^st April, 2024 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.

Mr. Yoji Taguchi has confirmed that there was no material reason
for his resignation apart from the reasons cited above.

Mr. Rahul Rana (DIN: 00476406), has completed his second term of
five years as an Independent Director and consequently ceased to
be a Director of the Company w.e.f. the closure of business hours on
5^th August, 2024 and Mr. Kamaljit Kalkat (DIN: 10723711)
was appointed as Non-Executive Director in the capacity of
Independent Director of the Company by the Board of Directors on
31^st July, 2024 and by Members at 39^th AGM held on
4^th September, 2024 for a period upto five consecutive years with
effect from 6^th August, 2024 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.

Lt. Gen. Ravin Khosla (Retd.) (DIN: 10824636) has been appointed
as a Non-Executive Director in the capacity of Independent
Director of the Company vide circular resolution dated
16^th December, 2024 and subsequently by Members through
Postal Ballot on 15^th March, 2025 for a period upto five consecutive
years with effect from 16^th December, 2024 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.

Dr. Satoshi Ishizuka (DIN: 07692846), Non-Executive Director of
the Company has resigned from the Board of Directors of the
Company w.e.f. the closure of business hours of 31^st March, 2025
due to his permanent return to Japan.

Dr. Satoshi Ishizuka has confirmed that there was no material
reason for his resignation apart from the reasons cited above.

Ms. Shradha Suri (DIN: 00176902), has completed her second term
of five years as an Independent Director and consequently ceased
to be a Director of the Company w.e.f. the closure of business hours
on 31^st March, 2025.

In accordance with the provisions of Section(s) 149, 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with
Companies (Appointment and Qualification of Directors) Rules,
2014, Mr. Masao Fukami (DIN: 09811031) and Ms. Nisheeta Labroo
(DIN: 10040978), Directors are liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment.

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

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 /
reappointed 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/uploads/2020/10/fa miliarisation
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 31^st March, 2025
and of the profit and loss of the company for the Financial
Year ended 31^st March, 2025;

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) 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 recognizes 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.

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/2021/07/AIS-
Corporate-and-Social-Responsibilitv-Policv-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 2024-25 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, no complaints were 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.

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.

Related Party Transactions

With reference to Section 134(3)(h) of the Companies Act, 2013,
all transactions entered by the Company during FY 2024-25 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-content/uploads/2020/10/Policy
on Related Party Transactions.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
37^th Annual General Meeting till the conclusion of 42^nd Annual
General Meeting. Your Company has received confirmation
from M/s. VSSA & Associates regarding their eligibility under
Section(s) 139 and 141 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014. As required under
Regulation 33 of the Listing Regulations, the Auditors have
also confirmed that they hold a valid certificate issued by the
Peer Review Board of The Institute of Chartered Accountants of
India. The Auditors' Report for FY 2024-25 does not contain any
qualification or reservation or adverse remark.

Further, 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. Ajay Ahuja & Associates, Cost
Accountants (Firm Registration No. 101142), as the Cost Auditors of
your Company for FY 2024-25 to conduct audit of cost records of
the Company. Cost Audit Report for the FY 2024-25 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 Auditor of the Company for the FY 2025-26.

Your Company has received consent from M/s. Ashish & Associates,
Cost Accountants, to act as the Cost Auditor of your Company
for the FY 2025-26 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
had 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, subject to approval of the
Members at the ensuing AGM. The Board of Directors based
on the recommendation of the Audit & Risk Management
Committee at its meeting held on 30^th July, 2025, approved and
recommended to the Members for their approval, appointment of
Mr. Sundeep Kumar Parashar, Company Secretary, as the
Secretarial Auditor of the Company.

Your Company has received consent from Mr. Sundeep Kumar Parashar,
Company Secretary to act as the Secretarial Auditor of your
Company for the FY 2025-26 till FY 2029-30 along with a certificate
confirming their independence.

The Secretarial Audit Report for FY 2024-25 is annexed herewith as
“Annexure D” to this Report. The Secretarial Auditor's Report for
FY 2024-25 does not contain any qualification or reservation or
adverse remark.

Annual Secretarial Compliance

The Company had undertaken an audit for the financial year
2024-25 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.

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: 30^th July, 2025 Chairman & Managing Director

Place: Gurugram DIN: 00009629