Haldyn Glass Ltd

Dear Shareholders,

Your Directors are pleased to present the 34^th Annual Report on business and operations of Haldyn Glass Limited ["the Company"] along with the Audited Financial Statements [Standalone and Consolidated] for the financial year ended March 31, 2025 ["FY 2024- 25"] and the report of the Auditors thereon.

1] FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended March 31, 2025 on a Standalone and Consolidated basis, is summarized below:

[Rs in Lakhs]

2] OPERATIONAL PERFORMANCE / STATE OF COMPANY'S AFFAIRS:

During the year under review, the total income of your Company stood at Rs 38,931.79 lakhs as against Rs 31,436.03 lakhs in the previous year recording a growth of 23.84%. The Company earned a profit after tax of Rs 1,296.51 lakhs as against Rs 1,875.61 lakhs in the previous year recording a decline of 30.88%. The decline in profit after tax is mainly duetoincrease in finance cost and depreciation. Due to decline in the profit, the earning per share decreased fromRs 3.49 in the previous year to Rs 2.41 in the year under review.

During the year under review, the total income of your Company stood at Rs 38,931.79 lakhs as against Rs 31,436.03 lakhs in the previous year recording a growth of 23.84%.

The Company earned a profit after tax [including share of profit of joint venture]of Rs 1,881.34 lakhs as against Rs 2,456.72 lakhs in the previous year recording a decline of 23.42%. The decline in profit after tax is mainly due to increase in finance cost and depreciation.

Due to decline in the profit, the earning per share decreased from Rs 4.57 in the previous year to Rs 3.50 in the year under review.

3] DIVIDEND:

The Board of Directors has recommended a dividend of 70% i.e. Rs 0.70 per share of face value of Rs 1/- each, for the approval of the members at the ensuing 34^th Annual General Meeting ["AGM"]. The total pay-out on account of dividend, if approved, by the members will be Rs 376.26 lakhs which will be subject to deduction of tax at source as applicable and shall be payable during financial year 2025-26.

4] TRANSFER TO RESERVES:

Your directors do not propose to transfer any amount to reserves for the financial year under review.

5] SHARE CAPITAL:

The Authorized share capital of the Company as on March 31, 2025 stood at Rs 1,500 lakhs comprising of 15,00,00,000 Equity shares of Rs 1/- each.

The paid-up share capital of the Company as on March 31, 2025 stood at Rs 537.52 lakhs comprising of 5,37,51,700 shares of Rs 1/- each.

The Company has not issued and allotted any securities during the year ended March 31, 2025.

6] EMPLOYEE STOCK APPRECIATION RIGHTS PLAN:

The Company has two ongoing Employee Stock Appreciation Rights Plans i.e. [1] Employee Stock Appreciation Rights Plan - 2021 ["ESAR Plan 2021"]; [2] Employee Stock Appreciation Rights Plan - 2024 ["ESAR Plan 2024"].

The Members approved the ESAR Plan 2021 by way of Postal Ballot on May 27, 2021 & ESAR Plan 2024 at 33^rd AGM held on September 19, 2024, for issuance of the Employee Stock Appreciation Rights ["ESARs"] to the identified employees of the Company and of the subsidiary.

The Nomination and Remuneration Committee of the Company, inter-alia, administers and monitors ESARs, implemented by the Company in accordance with the relevant provisions of the Act and the SEBI [Share Based Employee Benefits and Sweat Equity] Regulations, 2021, [including any statutorymodification[s] and / or re enactment[s] thereof for the time being in force] ["SEBI SBEB Regulations"].

During the year under review, there were no material changes in the ESARs of the Company. The details of the ESARs granted under the aforesaid ESAR Plan and the disclosure in compliance with SEBI SBEB Regulations for the year ended March 31, 2025 is annexed as "Annexure-I" to this report and has also been uploaded on the website of the Company at www.haldyglass. com.

7] FINANCIAL STATEMENT:

The Audited financialstatements [standalone and consolidated] for the year ended on March 31, 2025 have been prepared in accordance with the Indian Accounting Standards [Ind AS], provisions of the Companies Act, 2013 [hereinafter referred to as "The Act"] read with the Companies [Accounts] Rules, 2014 as amended from time to time and Regulation 33 of the Securities Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 [hereinafter referred to as "Listing Regulations"]. The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the yearendedMarch31,2025.TheNotestothefinancialstatements adequately cover the standalone and consolidated audited statements and form an integral part of this Report. The Audited financial statements [standalone and consolidated] together with Auditor's Report form part of the Annual Report.

8] DEPOSITS COVERED UNDER CHAPTER V OF THE ACT:

During the year under review, the Company has not invited / accepted any deposit within the meaning of Section 73 of the Act and rules made thereunder, as amended from time to time.

9] PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantee and investment covered under section 186 of the Act, form part of the notes to the financial statement provided in this Annual Report.

Your Company is engaged in the business of manufacturing glass containers for packaging alcoholic & non-alcoholic beverages, food, personal care and homecare products. While the liquor industry remains the largest customer segment, your company continues to invest in infrastructure modernization, talent acquisition and skills development to enhance capabilities to diversify product offerings. Consequently, your Company has been able to make good progress in acquiring new international as well as domestic customers/brands in various markets.

The global economy showed remarkable strength in the face of various challenges this past year. Despite ongoing geopolitical tensions and a cost-of-living crisis affecting many countries, it managed to remain resilient. Global inflation decreased from 6.8% in 2023 to 5.9% in 2024, with a further decline to 4.5% in 2025. [Source: World Economic Outlook, IMF [April 2024]]. Global economic growth is expected to reach 2.8% in 2025 and then rise to 3.0% in 2026.

India has ascended to become the world's fifth-largest economy by nominal GDP and the third-largest by purchasing power parity [PPP]. India is optimistic about achieving a USD 5 trillion economy by FY 2027-28 and a USD 30 trillion economy by 2047, supported by the central government's investments in infrastructure, additional reforms, and enhanced technology adoption.

India's economic growth is projected to be at 6.2% in 2025, reinforcing India's trajectory towards becoming the world's third-largest economy by 2030. This optimistic outlook will be driven by expected vigorous infrastructure investments, strong capital expenditure from the private sector, and a growing financial services industry. With ongoing strategic reforms, India is in a strong position to maintain sustainable long-term economic growth and development..

Against a challenging global backdrop, India stands out as one of the fastest-growing major economies, driven by strong domestic consumption, favourable demographics, and increasing disposable incomes. Geopolitical tensions, including the Ukraine war and ongoing conflicts in the Middle East, disrupted trade routes and tariff announcements added complexity to the global trade landscape.

Your Company's business activity falls within a single primary business segment viz. Glass bottles / containers. As such there are no separate reporting segments.

The global economic outlook for 2025-26 presents a mix of positive trends and notable risks due to ongoing geopolitical

. Conflicts and trade disputes could disrupt global trade, impacting instability whichremains asignificant economic stability. Additionally, the transition towards cleaner energy sources pose challenges for resource-dependent economies, which may struggle to adapt to the evolving energy landscape.

Several key elements contribute to India's favourable outlook. India is poised to harness benefit from increased capital expenditure, and capitalise on proactive government policies. Additionally, strong consumer demand and enhanced consumption prospects play a significant role.

As headline inflation approaches target levels, an uptick in consumption is anticipated. The government's commitment to capital expenditure and fiscal discipline, coupledwithrisingconsumerandbusinessconfidence,creates a positive environment for investment and consumption. As inflation trends towards target levels, it is likely that the RBI will adopt more accommodative monetary policies. supported by public initiatives, is projected to stimulate gross fixed capital Asignificant formation.

Our strategic focus remains on driving growth through sustainability and expanding into high-margin product segments.

We are committed to maintaining financial prudence,operationalefficiency, and sustainable business practices as foundation to our success.

During the fiscal year 2024-25, Haldyn Glass Limited achieved highest turnover in the history of the Company through its fully operational furnaces and the state-of-the-art inspection and packaging technology. Haldyn is well poised to take advantage of the opportunities in the domestic as well as international markets.

The global economy continues to face headwinds, including persistent inflation, high borrowing costs, and geopolitical complexities. Policy uncertainties driven by fiscal constraints, and trade disputes further complicate the medium-term outlook. However, opportunities lie in the expansion of green/renewable energy and artificial intelligence sectors, alongside potential interest rate cuts in major economies that could stimulate trade. Balancing immediate priorities with sustainability and resilience will be essential to nurturing stable growth in glass industry. Competitive environment due to the current surplus capacity in the glass industry will continue to pose some challenges.

The Company also faces the risk of volatility in forex, freight & fuel prices. However, we remain confident in our ability to navigate these challenges and take advantage of opportunities that lie ahead through innovation and transformation. We work towards our vision for sustained growth and value creation for all our stakeholders. Hence, management is of the opinion that the current challenges are temporary and the future augurs well for the Company.

The Company has established efficient internal control systems and processes tailored to its size and operational scale. The Company'sinternalfinancial control systems are designed to provide assurance regarding the reliability of financial reporting and are commensurate with the nature of its business, it's size and complexity of its operations.

Internal controls at the Plant, Corporate Office and in respect of key areas of business are regularly tested and certified by

Internal Auditors. Important internal audit observations and follow up actions thereon are reported to the Audit Committee which also reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and system.

During the year under review, we undertook several initiatives to improve productivity as well as the quality of products which were well appreciated by our customers. The Financial performance of the Company has been provided in the financial results segment of Directors Report. The Company has achieved 28% increase in Revenue from Operations during the current year in comparison with previous year and a 10% increase in EBITDA in comparison with previous year.

Your Directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company. The industrial relations continued to remain cordial during the year. Employees being a key factor, the Company encourages employees for continuous learning by conducting periodical training programmes throughout the year.

At Haldyn Glass limited we have a workplace where employees thrive and unite teams across functions and reflecting our strong people-first culture, we have been certified as a Great Place to Work.

The key financial ratios are as below:

Ratios for the previous year are aligned with the current year wherever required due to reclassificationand in consistent with industry practice.

Refer Note 43 of standalone as well as consolidated financialstatementsforreasonsrelatingtosignificantchanges as compared to previous year.

As on March 31, 2025, the Board comprises of 6 [Six] Directors, out of which 3 [Three] Directors are Non-Executive Independent Directors [including a Woman Director], 1 [One] Director is Non-Executive Non-Independent Director and 2 [Two] are Executive Directors including 1 [One] Founder Chairman and 1 [One] Managing Director as follows:

i] Mr. Narendra Shetty – Founder Executive Chairman

ii] Mr. Tarun Shetty - Managing Director

iii] Mr. Rohan Ajila - Non-Executive Non-Independent Director

iv] Mr. Ajit Shah - Non-Executive Independent Director

v] Mr. G. Padmanabhan - Non-Executive Independent Director

vi] Mrs. Mona Cheriyan - Non-Executive Independent Director [w.e.f. August 13, 2024] During the year under review, Mr. Sikandar Talwar, Non-Executive - Independent Director [DIN: 01630705] and Mrs. Kishori Udeshi, Non-Executive - Independent Director [DIN: 01344073], ceased to be Independent Directors of the Company with effect from September 09, 2024, upon completion of their two terms, aggregating to ten years.

As on March 31, 2025, the following are the Key Managerial Personnel [KMP] of the Company in terms of the provisions of Section 2[51] and Section 203 of the Act:

i] Mr. Narendra Shetty – Founder Executive Chairman

ii] Mr. Tarun Shetty - Managing Director

iii] Mr. Niraj Tipre - Chief Executive Officer

iv] Mr. Ganesh Chaturvedi - Chief Financial Officer

v] Mr. Dhruv Mehta - Company Secretary & Compliance Officer

Mr. Ganesh Prasad Chaturvedi Chief Financial Officer ["CFO"] of the Company has retired from his position as CFO with effect from closure of business hours on May 31, 2025.

On recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Mr. Jitendra Karamchandani, as a Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. June 1, 2025.

During the financial year 2024-25, Mr. Ajit Shah [DIN: 02396765] and Mr. G. Padmanabhan [DIN: 07130908] were reappointed as Non-Executive Independent Directors on the Board with effect from July 17, 2024 for a second term of five years till July 16, 2029 [both days inclusive] and their re-appointment was approved by the members at their meeting held on September 19, 2024 [i.e. 33^rd AGM]

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Rohan Ajila [DIN: 01549005], Non- Executive Non-Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment, acknowledging his invaluable contributions to the board and the Company at large.

During the financial year 2024-25, Mrs. Mona Cheriyan [DIN: 10479050] was appointed as Non-Executive Independent Director on the Board of the Company with effect from August 13, 2024 for a period of five years till August 12, 2029

[both days inclusive] and her appointment was approved by the members at their meeting held on September 19, 2024 [i.e. 33^rd AGM]

During the year under review, Mr. Sikandar Talwar [Din: 01630705] , Non-Executive - Independent Director and Mrs. Kishori Udeshi [Din: 01344073], Non-Executive - Independent Director, ceased to be Independent Directors of the Company with effect from September 09, 2024, upon completion of their two terms, aggregating to ten years. The Board places on record deep appreciation for valuable services and guidance provided by them during their tenure of Directorship.

All the Independent Directors of Company have given the declarations that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149[6] of the Act and Regulation 25[8] and 16[1][b] of Listing Regulations, as amended from time to time and are independent of the management. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and highest standards of integrity.

During the year under review, 6 [Six] Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations. Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms a part of this Annual Report.

The Company has constituted various Committees of the Board as required under the Act and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programme for Independent Directors are posted on the website of the Company i.e. www.haldynglass.com and the weblink thereto is http://www.haldynglass.com/direct/familiarisation-program-2024-25. pdf For details of the Familiarisation programme conducted, kindly refer Corporate Governance Report which forms part of this Annual Report.

During the year, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including the Chairman of the Board pursuant to the provisions of the Act and the Listing Regulations.

The exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors. The Chairman's performance evaluation was carried out by Independent Directors at a separate meeting.

The parameters assessed included various aspects of the Board's functioning, such as effectiveness, information flow between Board members and the Management, quality and transparency of Board discussions, Board dynamics, Board composition and understanding of roles and responsibilities, succession and evaluation, and possession of required experience and expertise by Board members, among other matters. The performance of the Committees was evaluated on the basis of their effectiveness in carrying out their respective mandates. The overall performance of Chairman, Executive Directors, Non-Executive Directors, Board and Committees of the Board was found satisfactory.

A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Practising Company Secretary confirming compliance, forms a part of this Annual Report, as per the Listing Regulations.

As required by the Companies [Accounts] Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the "Annexure-II" to this report.

In terms of the provisions of Section 135 of the Act read with Companies [Corporate Social Responsibility] Rules, 2014, as amended from time to time, the Board of Directors has constituted a Corporate Social Responsibility ["CSR"] Committee under the Chairmanship of Mr. Tarun Shetty, Managing Director [DIN:00587108]. The other members of the Committee are Mr. Rohan Ajila, Non-Executive Non-Independent Director [DIN: 01549005] and Mrs. Mona Cheriyan, Non-Executive Independent Director [DIN: 10479050]. Your Company also has in place a CSR policy and the same is available on your Company's website at http://www.haldynglass.com/direct/csr-policy.pdf.

During the year under review, the Company was required to spend Rs 40,97,047/- towards CSR initiatives. The CSR Committee has approved the activities to be undertaken for spending CSR towards promotion of healthcare.

During the FY 2024-25, the Company has spent the amount of Rs 41,89,000/- towards CSR initiatives. The Report on CSR activities as required under the Companies [Corporate Social Responsibility] Rules, 2014, as amended from time to time, is annexed as "Annexure - III"forming part of this Report.

Pursuant to Section 92[3] read with Section 134[3][a] of the Act, the Annual Return as on March 31, 2025 is available on the Company's website at https://www.haldynglass.com/financialfiresults2.aspx?SubCatID=2

There have been no other reportable material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financialstatements relate and the date of this report.

There are no significant and material orders passed by the Regulators/courts that would impact the the Company and its future operations.

The Company has one wholly owned subsidiary as well as one joint venture Company as at the end of the financial year ended

March 31, 2025. Details of the same are as follows:

* The shareholding of the Company in HHFGPL is 56.80% as on March 31, 2025. Though this has resulted in HHFGPL becoming a subsidiary of the Company based on percentage holding, however, the Company will exercise rights and control in accordance with the terms of the agreements entered with joint venture partners. As the Company's substantive rights would remain restricted, HHFGPL will continue to be an Associate/ Joint Venture of the Company.

Pursuant to the provisions of section 129[3] of the Act, a statement containing salient features of the financial statements of the Company's wholly owned subsidiary as well as associate Company in Form AOC-1 is attached to the financial statements of the Company as "Annexure- IV" to this Report.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company at www.haldynglass.com.

The Board of Directors is pleased to inform you that we continue to be excited and optimistic about our joint venture["JV"], endeavour to build out our capabilities and global presence. The JV has whichhas beenaccretivetoourprofitability reported a healthy profit of Rs 922.18 Lakhs this year and continues to show regular growth. [Refer Note 47 of Consolidated Financial Statements].

The Company has incorporated a wholly owned subsidiary in USA to provide marketing services. It has earned profit ofRs 55.16 Lakhs during this year. [Refer Note 46 of Consolidated Financial Statements].

As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued under provisions of the Act. The Audited Consolidated Financial Statement together with Auditors' Report forms part of the Annual Report.

In terms of the provisions of the Act and the Listing Regulations as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees has been formulated by the Committee and approved by the Board by Directors. The details of the policy is available on the Company's website at http:// www.haldynglass.com/direct/nomination-remunerationpolicy.pdf .

The information containing details of employees as required under Section 197 of the Act read with Rule 5[1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is attached herewith as "Annexure-V".

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197[12] of the Act read with Rule 5[2] and 5[3] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, is provided in a separate annexure forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company.

The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct. The Whistle Blower Policy is available on the website of the Company at http://www.haldynglass.com/direct/vigil-mech.pdf.

23] RISK MANAGEMENT: that efficientmonitoring and management of risks are essential for the Company to achieve its strategic Wefirmly objectives. To accomplish this, the Company has in place a Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach to identifying, evaluating and resolving risks associated with its business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues. Under the current challenging, competitive and disruptive environment, the strategy for mitigating inherent risks in accomplishing the growth plan of the Company is imperative. The common risks inter-alia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

Pursuant to the requirements under Section 134[5] of the Act, your Directors hereby state and confirm that:

i] In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departures.

ii] Appropriate 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 Company's state of affairs as on March 31, 2025 and of the Company's profit for the year ended on that date.

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 financial statements have been prepared on a going concern basis.

v] The internal financial controls were laid down to be followed and that such internal financial were operating effectively.

vi] Proper systems were devised to ensure compliance with the provisions of all laws applicable to the Company and that such systems were adequate and operating effectively.

All related party transactions that were entered into during the FY 2024-25 were on arm's length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act, Rules made thereunder and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee, the Board and the shareholders, if required for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted, are subsequently audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards.

There were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of the Related Party Transactions as required under Section 134[3][h] of the Act in e-form AOC -2 is not applicable to the Company for FY 2024-25.

The Company has not given any loan to its Associate Company and hence disclosure under Part A of Schedule V read with regulation 34 [3] of Listing Regulations is not required.

As required under Regulation 23[1] of the Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website at http://www.haldynglass.com/direct/relatedparty.pdf

At the Company's 31^st Annual General Meeting held on September 14, 2022, M/s. KNAV & CO. LLP [Firm Registration No. 120458W / W100679], Chartered Accountants were appointed as statutory Auditors of the Company for a period of 5 [five]years, till the conclusion of 36 ^th Annual General Meeting.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers or adverse remarks.

In terms of provisions of Section 204 of the Act and relevant rules thereunder, read with Regulation 24A of the Listing Regulation, every listed company is required to annex with its Board's Report, a secretarial audit report, issued by a Practicing Company Secretary. The Board of Directors of the Company had appointed M/s P. Diwan & Associates, Company Secretaries, to undertake Secretarial Audit of the Company for the financialyear ended March 31, 2025.

Secretarial Audit Report issued by the Secretarial Auditor is annexed herewith as "Annexure-VI".

The Secretarial Audit report, as issued by the auditors in Form MR-3 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134[3] of the Act.

SEBI vide its notification dated December 12, 2024, amended the provisions of Regulation 24A of the Listing Regulations.

The amended regulations require companies to obtain shareholders' approval for appointment of Secretarial Auditor on the basis of recommendation of the Board of Directors. Further, such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified by SEBI.

The Board of Directors, on the recommendation of the Audit Committee, has proposed the appointment of Mr. Ashish C. Doshi, Practicing Company Secretary having Peer Review Certificate No 6704/2025, and Certificate of Practice No. 2356, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, to conduct the secretarial audit of the Company as prescribed under the Act and the rules made thereunder.

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148[1] of the Act are not applicable for the business activities carried out by the Company.

As per the requirement of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 [‘POSH Act'] and Rules made thereunder, the Company has formed Internal Complaints Committee [‘ICC'] to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment which ensures a free and fair enquiry process. While maintaining the highest governance norms, the Company has appointed external committee member who has prior experience in the areas of women empowerment and prevention of sexual harassment.

The details pertaining to complaints filed under the Sexual Harassment of Women at Work-place [Prevention, Prohibition and

Redressal] Act, 2013 during the year under review were:

The said policy for prevention of sexual harassment is uploaded on the website of the Company at http://www.haldynglass. com/direct/sexualharassment.pdf

In accordance with the provisions of Section 134[3][q] of the Act read with Rule 8[5] of the Companies [Accounts] Rules, 2014, the Company hereby confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year FY 2024-25.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143[12] of the Act and Rules framed thereunder.

During the year under review, your Company has transferred a sum of Rs 5,98,095.85 [Five Lakh Ninety-Eight Thousand and Ninety-Five Rupees and Eighty-Five paise only] to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the financial year 2016-17 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment. As per the Investor Education and Protection Fund Authority [Accounting, Audit, Transfer and Refund] Rules, 2016, as amended [‘IEPF Rules'], the Company has uploaded the information in respect of the unclaimed dividends on the website of the Company at www.haldynglass.com. Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly, the Rs 1/- per share to the demat account of the IEPF Authority during financial year 2024-25.

The Company had sent individual notice to all the Members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisements in this regard. The details of such shares transferred to IEPF are uploaded on the website of the Company at www.haldynglass.com

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the Company's website at www.haldynglass.com

There was no application made against the company or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 [31 of 2016] during the year.

Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. To support the company's ‘Green Initiative', members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with our Registrar and Share Transfer Agent- M/s. MUFG Intime India Private Limited ["RTA"] in case the shares are held by them in physical form. Your Company appeals other Members also to register themselves for receiving Annual Report/documents in electronic form.

The Directors would like to extend their sincere gratitude to the Company's customers, vendors, and investors for their unwavering confidenceand patronage. We are deeply appreciative of the continuous support received from financial institutions, business associates, regulatory and governmental authorities, whose cooperation, support, and guidance have been instrumental in our success. The Directors express their utmost appreciation for the dedicated efforts and contributions of every employee including the workmen at our manufacturing plants, who have demonstrated unwavering support and resilience during these challenging times. It is through the collective efforts of our stakeholders and employees that we continue to thrive and achieve our goals.