To the Members,

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

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

(Rs. in Lakhs)

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 Rs. 4,31,161 lakhs in FY 2024-25 as against Rs. 4,14,629 lakhs in FY 2023-24. Operating Profit has increased by 2.24% from Rs. 74,914 lakhs in the previous year to Rs. 76,594 lakhs in FY 2024-25. The Company posted a profit (PAT) of Rs. 38,910 lakhs in FY 2024-25 against profit of Rs. 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.

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.

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

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 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.

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/Policy_for_Determining_Material_ Subsidiaries_W.pdf.

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

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.

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, 2025.

The above dividend, subject to the approval of Members at the Annual General Meeting scheduled to be held on 10th September, 2025, will be paid on or after 16th September, 2025 to those Shareholders whose names appear in the Register of Members as on 3rd September, 2025. The total dividend for the Financial Year will be Rs. 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.

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

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.

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.

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.

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.

During the FY 2024-25 under review, industrial relations in the Company continued to be cordial and peaceful.

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.

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.

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.

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 31st 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.

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.

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.

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.

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. 1st 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 22nd February, 2024 and by Members through Postal Ballot on 25th March, 2024 for a period of up to five consecutive years with effect from 1st 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 5th 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 31st July, 2024 and by Members at 39th AGM held on 4th September, 2024 for a period upto five consecutive years with effect from 6th 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 16th December, 2024 and subsequently by Members through Postal Ballot on 15th March, 2025 for a period upto five consecutive years with effect from 16th 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 31st 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 31st 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.

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.

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/familiarisation_ programmes_for_Independent_Directors.pdf.

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, 2025 and of the profit and loss of the company for the Financial Year ended 31st 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.

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.

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.

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.

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.

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-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 2024-25 in the prescribed format are annexed as "Annexure A".

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.

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.

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.

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.

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.

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. 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.

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.

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 30th 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.

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.

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.

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.