Agarwal Float Glass India Ltd Directors Report

To

The Members of

AGARWAL FLOAT GLASS INDIA LIMITED

(formerly known as Agarwal Float Glass India Private Limited) Jaipur.

Your Directors have pleasure in presenting their Fifth (05th) Annual Report of the Company together with the Audited Standalone Financial Statements for the Financial Year ended 31st March, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY: (Standalone)

The financial performance of the Company for the year ended 31st March, 2023 is summarized as under: in Lakhs

Particulars	2022-2023	2021-2022
Revenue from operations	4818.51	4210.22
Other Income	21.54	6.68
Total Revenue	4840.05	4216.90
Total Expenses [excluding interest & depreciation]	4359.64	3980.43
Profit before Interest, Depreciation & Tax	480.41	236.47
Less: Depreciation	6.65	6.24
Less: Interest	114.97	93.99
Profit/(Loss) Before exceptional and extraordinary
	358.79	136.24
items and tax
Less: Exceptional Items	(9.04)	-
Profit/(Loss) Before Tax	349.75	136.24
Less: Tax Expenses
Current Tax	100.19	43.96
Deferred Tax	0.19	0.86
Net Profit / (Loss) after Tax	249.37	91.42
Add: Amount brought forward from Last Year	153.34	61.92
Balance carried forward to Balance Sheet	249.36	91.42
Less: Bonus issue	(303.21)	-
Security Premium Reserve	700.80	-
Closing Balance	800.29	153.34
EPS (Basic and Diluted)	8.88	4.52

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS: Company is mainly engaged in the Trading of Glasses and other allied activities.

The Total Revenue comprising of Revenue from its business and operations and Other Income for the financial year ended 31st March, 2023 is Rs. 4840.05 Lakhs as against Rs. 4216.90 Lakhs in the previous financial year and the Company has earned a Net Profit of Rs. 249.37 Lakhs as compared to previous years net profit of Rs. 91.42 Lakhs in the previous financial year; as reflected in its profits and Loss accounts.

The management of the Company is contemplating various business plans and also making strategies to develop the business of the Company.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year there was no change in business activity of the company.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserve for the Financial Year ended on 31st March, 2023 as the company incurred loss during the financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

No unpaid/unclaimed dividend or any other amount was required to be transferred to the Investor Education and Protection Fund during the year under review.

6. LISTING FEES:

The Equity Shares of the Company is listed on NSE (SME Platform) Limited and the Company has paid the applicable listing fees to the Stock Exchange for the FY 2023-24.

7. ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014, as amended vide MCA notification dated August 28, 2020, a copy of the Annual Return is available on the link https://www.agarwalfloat.com/investor-relation/annualreport/annualreturn/

8. SHARE CAPITAL OF THE COMPANY

The Share capital of the Company as on 31st March 2023, are as under:

a) the Authorised Share Capital of the Company is Rs.8,00,00,000 (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Equity Shares of Rs.10 each; and b) the Paid up Share Capital of the Company is Rs. 7,24,34,880 (Rupees Seven Crore Twenty Four

Lakh Thirty Four Thousand Eight Hundred Eighty Only) divided into 72,43,488 (Seventy Two Lakh forty three thousand four hundred eighty eight) Equity Shares of Rs. 10 each. c) During the Financial Year 2022-23, there was change in capital structure of the company. i. Change in Share Capital: The Authorised Share Capital of the Company was increased from Rs. 2,10,00,000 to Rs. 6,00,00,000 in the Extra Ordinary General Meeting held on 04.04.2022. Further, the Authorised Share Capital of the Company was increased from Rs. 6,00,00,000 to Rs. 8,00,00,000 in the Annual General Meeting held on 30.09.2022 .

ii. Bonus Issue : During the year, your Company issued and allotted Bonus Shares on 5th December 2022 in the ratio of 3:2 to the existing equity shareholders of the Company by capitalization a sum not exceeding Rs. 3,03,20,940/- (Three Crores Three Lakhs Twenty Thousand Nine Hundred Forty Rupees) out of General Reserves. Approval of shareholders was received in the extra-ordinary general meeting of the Company i.e. 30.11.2022.

iii. Fresh Issue through Initial Public Offer (IPO): The Company has made an Initial Public Offering (IPO) of Rs. 21,90,000 Equity Shares of face value of Rs. 10/- each fully paid up for cash at a price of Rs. 42 per equity share capital (including Rs. 32 premium per equity share) aggregating to Rs. 919.80 Lakhs. The aforementioned equity shares of the Company got listed on NSE Emerge Platform on 23-Feb- 2023.

9. INITIAL PUBLIC OFFER (IPO) AND UTILISATION OF IPO PROCEEDS

Our Company got listed on Emerge SME Platform of National Stock Exchange of India on 23-Feb-2023. During the year under review, the company has issued and allotted 21,90,000 Equity Shares of 42/- aggregating up to 919.80 Lakhs having Face Value of 10/- each fully paid, issued pursuant to resolution passed by the Board of Directors on dated 20th September, 2022 and was approved by the Shareholders at the Annual General Meeting held on September 30, 2022. Company received ‘In-

Principle approval letter dated January 25, 2023 from NSE and the Board on 20th February, 2023 allotted 21,90,000 Equity Shares of face value of Rs. 10/- each fully paid ("Equity Shares") at an Issue Price of Rs. 42/- per Equity Share, including Re. 32/- each as premium, fresh issue by way of initial public offer. The Equity Shares of the Company got listed on NSE Emerge Platform on 23-February- 2023.

The Proceeds from the IPO Net off issue of related expenses is Rs. 697.70 Lakhs. The object of the same are as follows:

Amount (Rs. in Lakhs)

SR. NO.	PARTICULARS	Planned as per Prospectus	Utilised	Pending to Utilised be
1	Funding the working capital requirements	625.00	392.84	232.16
2	General Corporate Purposes	72.70	0	72.70
	Total	697.70	392.84	304.86

UTILIZATION OF IPO FUND: The funds raised by the company through Initial Public Offer is utilized for the purpose for which the amount is raised as mentioned in the prospectus and there was no deviation or variation in the Utilization of IPO Fund.

10. NUMBER OF BOARD MEETINGS, GENERAL MEETING AND COMMITTEE MEETINGS

NUMBER OF BOARD MEETINGS:

During the year under review, 13 (Thirteen) Board meetings were dated properly convened & held. 18.04.2022, 04.06.2022, 27.06.2022, 01.08.2022, 03.09.2022, 15.09.2022, 20.09.2022, 17.10.2022, 19.11.2022, 05.12.2022, 15.12.2022, 02.02.2023 and 20.02.2023

GENERAL MEETINGS

Type of Meeting	Date of Meeting	Number of Directors Attended the Meeting	No of Special Resolutions passed
Annual General Meeting 2021-22	30.09.2022	02	? Increase in the Authorised Share Capital of the Company from existing Rs. 6,00,00,000 to Rs. 8,00,00,000 of Rs.10 each.
			? Creation of Securities on the Properties of the Company under Section 180(1) (A) Of Companies Act, 2013.
			? Increased its Borrowing Limits under section 180(1) (C) of Companies Act 2013.
			? Approval Of The Issue Of 22,00,000 Equity Shares at a face value of Rs. 10/-.
Extra Ordinary General Meeting	04.04.2022	02	? Increase in the Authorised Share Capital of the Company from existing 2,10,00,000 to Rs. 6,00,00,000 of Rs.10 each.
	11.05.2022	02	? Conversion of Company from Private Limited to Public Limited
			? Adoption of New Memorandum of Association
			? Adoption of New Article of Association
	26.08.2022	03	? No special resolution was passed.
	15.09.2022	03	? Approval for giving guarantee under Sec. 186 of the Companies Act 2013 to M/s Agarwal Toughened Glass India Private Limited.
	30.11.2022	06	? Revision in the remuneration of Mr. Uma Shankar Agarwal (DIN: 02806077), Managing Director of the Company.
			? Approval for Issuance of Bonus Shares
Postal Ballot			No Postal ballot was conducted by the company during the year 2022-23.

COMMITTEE MEETINGS:

a) Audit Committee No meetings was held during the year 2022-23. b) Nomination and Remuneration Committee - During the year under review, one Nomination and Remuneration Committee Meeting held on 19/11/2022 for the F. Y. 2022-23. The Purpose of Nomination and Remuneration Committee Meeting was revision in the remuneration of Mr. Uma Shankar Agarwal (DIN: 02806077), as Managing Director of the company. c) Stakeholder Relationship Committee - No meetings was held during the year 2022-23.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

DIRECTORS:

a) Composition of board of directors

The Board is properly constituted as per the provisions of the Companies Act, 2013 and as per provisions of SEBI (LODR) Regulations, 2015.

As on March 31, 2023, the Board of Directors of the Company comprised of 6 Directors, with Two Executive, one Non-Executive Directors and Three Independent Directors (Non-Executive). The composition of the Board of Directors is as below:

Sr. No.	Name	Designation	Date of Appointment
1.	Uma Shankar Agarwal	Chairman and Managing Director	03/05/2018
2.	Mahesh Kumar Agarwal	Director	03/05/2018
3.	Sharda Agarwal	Non-Executive Director	11/05/2022
4.	Gokul Gupta	Independent Director (Non-Executive)	30/09/2022
5.	Praveen Gupta	Independent Director (Non-Executive)	30/09/2022
6.	Punit Mittal	Independent Director (Non-Executive)	30/09/2022
7.	Ashok Prajapat	Chief Financial Officer (KMP)	04/06/2022
8.	Priyanka Mahirchandani	Company Secretary and Compliance Officer (KMP)	04/06/2022

b) Attendance Record of the Directors at the Board Meetings:

Sr. No.	Name	Designation	No. of meetings entitled to attend	No. of meetings attended	Last AGM Attended (30.09.2022)
1.	Uma Shankar Agarwal	Chairman and Managing Director	13	13	Yes
2.	Mahesh Kumar Agarwal	Director	13	13	Yes
3.	Sharda Agarwal	Non-Executive Director	12	12	Yes
4.	Gokul Gupta	Independent Director (Non-Executive)	6	6	N.A.
5.	Praveen Gupta	Independent Director (Non-Executive)	6	6	N.A.
6.	Punit Mittal	Independent Director (Non-Executive)	6	6	N.A.

c) Retire by Rotation: In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mrs. Sharda Agarwal (DIN: 09520743) Non-Executive Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his appointment for the consideration of the members of the Company at the ensuing Annual General Meeting. A brief profile, expertise of Director and other details as required under the Act, Secretarial Standard-2 and Listing Regulations relating to the director proposed to be re-appointed is annexed to the notice convening the AGM.

d) Declaration given by Independent Director: Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year under review. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of

Corporate Affairs, Manesar (‘IICA).

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Bank.

e) Annual Evaluation of Performance of the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings; ii. Quality of contribution to Board Deliberations; iii. Strategic perspectives or inputs regarding future growth of the Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management.

f) Familiarization Programme for Independent Directors:

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance; (c) provisions under the Companies Act,2013;and (d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

g) Meeting Of Independent Directors:

During the year under review, one Independent Director Meeting held on 17/03/2023 for the F. Y. 2022-23. The object of Independent Meeting was to review the performance of Non- independent Director and the Board as a whole including the Chairperson of the Company. The Company assures to held the Separate Meeting of Independent Director of the Company as earliest possible.

h) Disclosure u/s 184(1) & 164(2) of the Companies Act, 2013:

The Company has received the disclosure in Form DIR-8 & MBP-1 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 which is required to be disclosed in this report pursuant to Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

i) DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBIs Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

j) Nomination and Remuneration Policy:

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure I to this Report. No Sitting fees have been paid to the Non-executive directors and Independent Directors. The Policy is also available on the website of the Company. https://www.agarwalfloat.com/wp-content/uploads/2023/02/11.-Nomination-and-Remuneration-Policy.pdf

12. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows: I. Audit Committee II. Stakeholders Relationship Committee III. Nomination and Remuneration Committee

I. AUDIT COMMITTEE

Committee Constitution is as follows:

Name of the Director	Nature of Directorship	Designation in committee
Praveen Gupta	Non-Executive Independent Director	Chairman
Punit Mittal	Non-Executive Independent Director	Member
Uma Shankar Agarwal	Managing Director	Member

The Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

During the year under review, no meeting was convened.

Terms & Scope of Work of Committee: a) Oversight of our Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company; c) Reviewing and monitoring the auditors independence and performance and the effectiveness of audit process; d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors; e) Reviewing the financial statements with respect to its unlisted Subsidiary (ies), in particular investments made by such Subsidiary (ies); f) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

? Changes, if any, in accounting policies and practices and reasons for the same;

? accounting entries involving estimates based on the exercise of judgment by management; ? Significant adjustments made in the financial statements arising out of audit findings; ? Compliance with listing and other legal requirements relating to financial statements; ? Disclosure of any related party transactions; and ? Modified opinion(s) in the draft audit report. g) Reviewing, the quarterly financial statements with the management before submission to the Board for approval; h) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

i) Approval or any subsequent modification of transactions of our Company with related parties; j) Scrutiny of inter-corporate loans and investments; k) Valuation of undertakings or assets of our Company, wherever it is necessary; l) Evaluation of internal financial controls and risk management systems; m) Monitoring the end use of funds raised through public offers and related matters; n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; p) Discussion with internal auditors of any significant findings and follow up thereon; q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; t) To establish and review the functioning of the whistle blower mechanism; u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; w) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and

x) Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

II. NOMINATION AND REMUNERATION COMMITTEE:

Committee Constitution is as follows:

Name of the Director	Nature of Directorship	Designation in committee
Praveen Gupta	Non-Executive Independent Director	Chairperson
Punit Mittal	Non-Executive Independent Director	Member
Sharda Agarwal	Non-Executive Director	Member

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

During the year under review, only One Nomination and Remuneration Committee meeting were dated 19th November, 2022, properly convened & held.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are: a) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance; b) formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees c) while formulating the policy under (b) above, ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals: d) such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year, no meetings were convened & held. Committee Constitution is as follows:

Name of the Director	Nature of Directorship	Designation in committee
Sharda Agarwal	Non-Executive Director	Chairman
Praveen Gupta	Non-Executive Independent Director	Member
Gokul Gupta	Non-Executive Independent Director	Member 31

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholders Relationship Committee include the following: (a) consider and resolve the grievance of security holders of the Company; (b) such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provision of Section 134(5) of the Companies Act, 2013, your Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs and of the profit of the company for the year ended 31st March, 2023 ; 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 have been prepared on a going concern basis; v. The internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. AUDITORS & REPORT OF THE AUDITORS

A. STATUTORY AUDITOR AND THEIR REPORT

Members of the Company at the AGM held on 30th day of September, 2022, approved the appointment of M/s. Piyush Kothari & Associates, Chartered Accountants (Firm Registration No. 140711W) as the statutory auditors of the Company for a period of one year and whose tenure expires from the conclusion of this ensuing Annual General Meeting of the Company, to be held in the year 2023. The report of the Statutory Auditor forms part of this Integrated Report and Annual Accounts 2022-23. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

The observations made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Act.

Appointment of Statutory Auditor for the financial year 2023-24

It is proposed to appoint M/S Jethani and Associates, Chartered Accountants, Jaipur (Firm Registration Number: 010749C), who are eligible to be appointed as Statutory Auditors of the Company and who have given their consent to act as Statutory Auditors of the company and subject to approval of members in the ensuing annual general meeting of the company, for appointment as the Statutory Auditors of the Company for a term of one consecutive year from the conclusion of this 05th Annual General Meeting ("AGM") till the conclusion of the 06th AGM to be held in the year 2024, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors. Details of the appointee auditor is disclosed in the Notice of this AGM.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed CS Monika Gupta (Certificate of Practice No. 8551) on behalf of M/S SKMG & Co. Practicing Company Secretaries Firm (Firm Unique Code-4063), to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31st, 2023 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

C. Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Companys Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained. D. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s SHILPA MITTAL AND ASSOCIATES, having FRN: 031124C, Firm of Chartered Accountants, Sikar, for the Financial Year 2022-23; to conduct internal audit for the Company.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

There are no frauds reported for the period under review by the Auditors under section 143(12) of the Companies Act, 2013 and hence, the said disclosure requirements are not applicable.

16. INDUSTRIAL RELATIONS

During the year under review, the Company enjoyed cordial relations with workers, employees, Bankers, Shareholders and all stakeholders at all levels.

17. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the 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 Companies Secretaries of India.

18. NON APPLICABILITY OF CORPORATE GOVERNANCE

As our Company has been listed on SME Emerge Platform of National Stock exchange Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.

Hence, Corporate Governance Report does not form a part of this Board Report.

19. MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

20. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL:

None of the employees was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Hence , disclosure with respect to the same, is not required to be given.

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Particulars	Description
1. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the FY 2022-23	Mr. Uma Shankar Agarwal - 2:1 Mr. Mahesh Kumar Agarwal - Nil, as he does not take salary from the company.
2. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager if FY 2022-23	There is no change in the remuneration in the year 2022-23.
3. The percentage increase in the median remuneration of employees in the financial year 2022-23	The percentage increase in the median remuneration of the employees in the financial year 22-23 is 10% to 15%
4. The number of permanent employees on the rolls of the Company as on March 31, 2023	15 employees as at March 31, 2023.
5. Average percentile increases already made in the salaries of employees other than managing personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Average percentile increase in the salaries is around 5% in case of employees; remaining no increase in managerial remuneration.
5. Affirmation that the remuneration is as per the Remuneration policy of the Company.	It is affirmed that the remuneration paid is as per the Remuneration policy of the Company.
6. Names of the top 10 employees of the Company in terms of the remuneration withdrawn in the Financial Year 2022- 2023	There are no such employees of the company as at 31st March, 2023 to whom remuneration of Rs. 1,02,00,000/- or more per annum and Rs. 8,50,000/- or more per month were paid in accordance with the provision of Section 197 (12) of the Act read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. INTERNAL FINANCIAL CONTROLS

A well-established, independent, multi-disciplinary Internal Audit team operates in line with governance best practices. It reviews and reports to management and the Audit Committee about compliance with internal controls and the efficiency and effectiveness of operations as well as the key process risks. The Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2022. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or operations were observed.

22. RISK MANAGEMENT

Your Company has a Risk Management Policy which identifies and evaluates business risks and opportunities. The Company recognize that these risks needs to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. The Risk Management policy may be accessed on the Companys website at the Weblink: https://www.agarwalfloat.com/wp-content/uploads/2023/02/9.-Risk-Management-Policy-1.pdf

23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There is no Company which have become or ceased to be its subsidiary, joint venture or associate company during the year. At present there are no subsidiary, joint venture or associate companies.

24. POLICY/VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Companys code of conduct. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2022-23, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at website www.agarwalfloat.com at following weblink - https://www.agarwalfloat.com/wp-content/uploads/2023/02/10.-Whistle-Blower-Policy-1.pdf

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.agarwalfloat.com at following weblink - https://www.agarwalfloat.com/investor-relation/codeofconduct/ .

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

POLICIES: Various policies required under the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are adopted and uploaded on the website of the Company namely www.agarwalfloat.com .

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)ACT2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:	Nil
No. of Complaints received
No. of Complaints disposed off	Nil

26. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is attached as Annexure III. Attention of the members is also drawn to the disclosures of transactions with the related parties as set out in Notes to Accounts forming part of the financial statement.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.

29. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under :

A. Conservation of Energy:

The steps taken or impact on conservation of energy:

i. The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. The capital investment on energy conservation equipments: Nil

B. Technology Absorption :

i. The efforts made towards technology absorption: Not Applicable.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable.

iv. Company has not incurred any expenditure on Research and Development during the year under review.

C. Further there was neither inflow nor outflow of foreign exchange during the year.

30. RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas. The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

31. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016

During the period under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE

TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the period under review, there has been no one time settlement of Loan taken from Banks and Financial Institutions.

34. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The

Companys Policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

35. DEMATERIALIZATION OF SHARES:

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE0MLA01012 and Registrar and Share Transfer Agent is KFIN TECHNOLOGIES LIMITED.

36. SECRETARIAL STANDARDS:

During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

37. INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2022-23, queries received during the time of IPO and the same were resolved in a timely manner.

Quarter Ending 31-Mar-2023:

Pending at the beginning of quarter 0

Received during the quarter 1(received regarding Non Receipt of Refund/Unblock) Disposed off during the quarter 1

Remaining unresolved at the end of quarter -0

Company Secretary, acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can be sent their query at smefloat@gmail.com.

38. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during the financial year 2022-23.

39. OTHER STATUTORY DISCLOSURES

During the year under review:

1. No significant and material orders were passed by the Regulators/ Courts/ Tribunals which impact the going concern status and Companys operations in future.

2. No equity shares were issued with differential rights as to dividend, voting or otherwise. 3. No Sweat Equity shares were issued.

4. No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2022-23. 5. No Change in nature of Business of Company. 6. No Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016. 7. Except as disclosed in this Report, there are no 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 financial statements relate and the date of the report.

40. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

41. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co- operation have helped, as partners in your Companys progress. Your Directors, also acknowledge the hard work, dedication and Commitment of the employees.