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You can view full text of the latest Director's Report for the company.

BSE: 532993ISIN: INE955I01044INDUSTRY: Glass & Glass Products

BSE   ` 754.65   Open: 741.00   Today's Range 740.00
755.00
+15.60 (+ 2.07 %) Prev Close: 739.05 52 Week Range 387.15
1037.80
Year End :2026-03 

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

1. FINANCIAL RESULTS

(H In Lakhs)

Particulars

Standalone

Consolidated

31.03.2026

31.03.2025

31.03.2026

31.03.2025

Gross revenue from operations

11063.33

6301.69

39650.23

24357.90

Total expenditure before finance cost, depreciation/ Amortizations.

10880.22

5834.24

33503.27

20961.09

Operating Profit/(Loss)

183.11

467.45

6146.96

3396.81

Other income

1463.25

754.47

485.37

137.44

Profit / (Loss) before finance cost, depreciation, exceptional items and taxes

1646.36

1221.91

6632.33

3534.25

Less: Finance costs

1131.53

712.54

2117.44

1634.26

Profit / (Loss) before depreciation, exceptional items and taxes

514.83

509.37

4514.89

1899.99

Less : Depreciation/Amortisation

708.12

109.48

1535.66

745.60

Profit / (Loss) before exceptional items & tax

(193.29)

399.90

2979.23

1163.60

Profit / (Loss) before taxes

(193.29)

399.90

2979.23

1154.39

Share of Profits/(Loss) of Associates

0.00

0.00

182.96

9.21

Tax Expense

0.00

0.00

259.13

60.58

Net Profit/Loss for the period

(193.29)

399.90

2903.06

1103.02

Other Comprehensive income:

(i) items that will not be reclassified to Profit or loss

(29.52)

(6.80)

(29.52)

(6.80)

(ii) Foreign Currency Translation Reserves

0.00

0.00

721.10

(192.94)

Total Comprehensive income for the period

(222.81)

393.09

3594.64

903.27

a) Standalone Financial Performance

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

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

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

b) Consolidated Financial Performance

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

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

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

c) Operational Highlights and Outlook

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

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

2. DIVIDEND:

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

3. TRANSFER TO RESERVES:

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

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

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

5. PREFERENTIAL ISSUE:

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

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

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

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

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

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

6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

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

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

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

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

(ii) Sejal Glass Ventures LLP - Associate

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

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

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

7. SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2026 is 60,00,00,000/- (Rupees Sixty Crore only) consisting of 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of H 10/- (Rupees Ten) each and 45,00,000 (Forty-Five Lakhs) Preference Shares of H 100/- (Rupees One Hundred) each.

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

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

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

During the year under review, the Company has allotted

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

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

8. CONSOLIDATED FINANCIAL STATEMENTS:

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

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

9. CHANGE IN THE NATURE OF BUSINESS:

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

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors And Key Managerial Personnel (KMP)

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

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

Key Managerial Personnel:

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

Re-appointments proposed at the AGM:

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

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

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

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

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

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

11. MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year under review, 9 (Nine ) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between these meetings was within the period prescribed under section 173 of the Act and Regulation 17 of the SEBI Listing Regulations, 2015 and Secretarial Standard on Meetings of the Board of Directors.

12. COMMITTEES OF THE BOARD:

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

• Audit Committee

• Stakeholder's Grievances and Relationship Committee

• Nomination and Remuneration Committee

• Implementation Committee

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

13. MEETING OF INDEPENDENT DIRECTORS:

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

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors on the Board of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirmed that the Independent Directors fulfill the conditions of independence specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the management of the Company.

In the opinion of the Board, all the Independent Directors are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

15. RELATED PARTY TRANSACTIONS:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were on an arm's length basis and in the ordinary course of business. Prior omnibus approval was obtained for related party transactions which were of repetitive nature and entered in the ordinary course of business and on an arm's length basis. The statement giving details of all Related Party Transactions were placed before the Audit Committee / the Board for review and approval on a quarterly basis.

During the year under review, the Company has entered into material related party transactions and in terms of Section 134 of the Act, details of the same are stated in Form AOC-2 in Annexure- ‘2' of this report. The material related party transactions entered by the Company are within the limits and in terms of the approval sought from the members by

way of postal ballot through remote e-voting held on April 11, 2025. All related party transactions are mentioned in the notes to the accounts.

The “Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions” ('the Policy'), as amended and approved by the Board of Directors has been uploaded on the website of the Company viz: https://www.seialglass.co.in/corporate-governance.html. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

16. BOARD EVALUATION:

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

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

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

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

17. DIRECTOR’S RESPONSIBILITY STATEMENT:

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

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

ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to

give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2026 and of the profit of the Company for the year under review;

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

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

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

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

18. AUDIT AND AUDITORS:

i. Statutory Auditors and their report

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

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

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

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

ii. Secretarial Auditors and their report

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

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

iii. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, read with the Rules made thereunder, M/s. Joisher & Associates, Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2025-26 and had been entrusted with the internal audit of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee.

The idea behind conducting Internal Audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditors reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

19. REPORTING OF FRAUDS BY AUDITORS:

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

20. NOMINATION AND REMUNERATION POLICY:

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

The Nomination and Remuneration Policy, as approved by the Board of Directors, is hosted on the website of the Company viz: - https://www.sejalglass.co.in/corporate-governance.html

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

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

22. POLICY ON MATERIAL SUBSIDIARIES:

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

23. CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

24. RISK MANAGEMENT:

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

25. INTERNAL FINANCIAL CONTROLS:

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

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

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

26. DEPOSITS:

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

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

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

29. CODE OF CONDUCT:

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

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

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

30. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the website of the Company at https://www.sejalglass.co.in/ annual-returns.html

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

32. CORPORATE GOVERNANCE:

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

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

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

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

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

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

• Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company for the FY 2025-26: Remuneration of Rs. 6.00 Lakh was paid to Mr. Jiggar Savla, Whole Time Director of the Company for the financial year ended March 31, 2026.

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

Directors, Chief Financial Officer, and Company Secretary

Designation

% Increase in remuneration in financial year

Chandresh Rambhia

CFO

50.00 %

Jiggar Savla

Whole Time

100.00 %

Director

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

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

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

• Average percentile increase in the salaries of employees and its comparison with the percentile increase in the managerial remuneration: Average percentage increase in remuneration of Key Managerial Personnel during the financial year has been around 50.00%. Average percentage increase in remuneration of all employees other than Key Managerial Personnel has been around 7.19%

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

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

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

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

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

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

36. LISTING STATUS:

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

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

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

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

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

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

38. MATERNITY BENEFITS ACT, 1961

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

39. OTHER DISCLOSURES:

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

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

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

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

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

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

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

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

40. CAUTIONARY STATEMENTS:

Statements in this Report and the Management Discussion

and Analysis may be forward looking within the meaning

of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Certain factors that could affect the Company's operations include increase in price of inputs, availability of raw materials, changes in Government regulations, tax laws, economic conditions and other factors.

41. ACKNOWLEDGEMENT:

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