Operations and State of Company's affairs

During the year under review, your Company continued
to grow with turnover of H2,02,240.68 Lakhs as against
H1,90,113.07 Lakhs in the previous year. Profit for the year
2025-2026 was H7,359.35 lakhs as against H10,507.13 lakhs in
the previous year.

As per the consolidated financial statements, the turnover
and profit for the year 2025-2026 were H2,73,903.56 Lakhs and
H8,977.98 lakhs respectively as against H2,48,758.14 lakhs and
H9,172.37 lakhs in the previous year.

Despite the challenging conditions and increased resources
costs, the Company continued to report a profit during the
year under review.

The Company remains firmly committed to achieving
sustainable growth and long-term value creation. During the
year, it has strategically prioritized key initiatives focused on
strengthening its human capital by building a skilled and
capable team, integrating cutting-edge technologies into
its manufacturing processes, and expanding its production
capacities across its product segments. These efforts are
aimed at enhancing operational efficiency, improving

product quality, and reinforcing the Company's competitive
position in the market.

Your Company constantly strives to enhance its efforts
to manufacture sustainably and believes that it is the
responsibility of the Company to safeguard the environment
and make positive contribution to the communities in
which it operates. The manufacturing of eco-friendly and
CARB compliant, zero-emission plywood by the Company
is an incredible effort to reduce its carbon footprint. These
offerings ensure cleaner indoor air quality by minimizing
formaldehyde emissions, aligning with our dedication to
sustainable and healthy living environments.

The Company offers a diversified product portfolio spanning
a wide range of price points, effectively catering to the needs
of both premium and mass-market consumers. Its extensive
product basket which includes plywood, blockboard,
MDF, decorative veneer, doors, and PVC products, reflects
the Brand's commitment to innovation, quality, and
sustainability, offering a comprehensive range of solutions
that cater to the evolving needs of consumers and industry
professionals and sharpen its competitive edge. Greenply
has been the brand of many Industry First Innovations such
as Zero Emission, Fire-Retardant Ply and many more. The
Company continues to focus on product innovation, ensuring
a consistent supply of high-quality, safe, and value-added
products to its customers.

The wood panel industry in India has evolved significantly
over the years and there is huge headroom for evolution in
terms of modernization and upgradation. The industry has
gradually transitioned from a largely commoditized market to
a more brand-driven landscape. This structural shift presents
substantial growth opportunities for established and trusted
brands such as Greenply, enabling them to expand their
market presence and achieve accelerated growth.

The Company continues to retain and strengthen its market
share within the organised sector, supported by a robust
pan-India distribution network comprising distributors,
dealers, and retailers. This widespread network enables
greater market reach and efficient product availability
across the nation.

The Company also manufactures specialty plywood catering
to diverse applications, including railways, automobiles,
and construction-specific architectural structures, thereby
reinforcing its position as a comprehensive solutions
provider in the wood panel industry.

Product Expansion, Present Scenario and
Business Outlook

Greenply Industries Limited, has emerged as a prominent
name in India's interior infrastructure space, distinguished
by its focus on innovation, sustainability, and quality. The
company has shaped interiors nationwide with a diverse
portfolio spanning across plywood, medium-density
fibreboard (MDF), WPC/PVC Boards, Frame and Doors, MDF
Flooring Boards, Pre-laminated MDF Boards, blockboards,
decorative veneers, flush doors, and allied interior products.

The Company believes that the near-term outlook is positive
on account of its wide product portfolio, increased brand
visibility and consumer demand. Your Company is currently
operating primarily in the structural sphere of interior
infrastructure domain with almost all the products in its
basket catering to the structural needs of the diversified
customers. Your company also focused on the value-added
products to improve margins and deliver superior ROCE to
the shareholders.

The Company has established a robust pan-India distribution
and retail network with a widespread presence across the
country. Its extensive channel ecosystem comprises a strong
network of dealers, authorised stockists, retail touchpoints,
and branches, enabling deep market penetration, efficient
customer outreach, and enhanced accessibility to its
products. This well-established distribution infrastructure
strengthens the Company's market presence and supports its
growth across diverse geographies and customer segments.

India's construction sector is undergoing a major
transformation driven by infrastructure investments, smart
city initiatives, sustainability mandates. India's economic
outlook remains optimistic, driven by strong domestic
demand, sound macroeconomic fundamentals and
sustained policy initiatives aimed at fostering economic
growth. The Indian economy continued to demonstrate
strong momentum in FY26, with real GDP growth, supported
by robust domestic consumption and rising investment
activity. This performance reinforced India's position as the
world's fastest-growing major economy. To sustain growth
amid moderating inflation, the Reserve Bank of India
adopted an accommodative monetary stance, reducing the
repo rate, citing softness in key economic indicators. On the
fiscal front, the GST Council approved a simplified two-slab
tax structure of 5% and 18%, replacing the earlier four-tier
framework. This reform eliminated the 12% and 28% GST
slabs, streamlining the indirect tax regime and enhancing
ease of compliance for businesses. India's real estate sector
is on track for significant growth, with the retail, hospitality,
and commercial real estate segments witnessing strong
momentum and helping build the infrastructure necessary
to support the country's expanding economy.

Looking ahead, growth will be shaped by a combination of
strong domestic demand and resilient private consumption,
supported by low inflation and GST rationalization and
improved access to key markets. Growth will be further aided
by rapid urbanization, continued infrastructure push, and
diversified capital flows into emerging segments.

India's furniture market is set on a strong growth trajectory
and has emerged as one of the largest furniture market
globally. The momentum is being driven by structural
housing programs, formalization incentives for MSMEs, and
rising urban household formation, which together broaden
the base for the economy and mid-range furniture segments.
Public procurement channels such as the Government
e-Marketplace and MSME sourcing mandates are increasing
the share of project-based ordering.

The Indian government has introduced a mandatory BIS
certification compliance for wood panel products, benefiting
responsible Indian brands like Greenply. The Department for
Promotion of Industry and Internal Trade (DPIIT), under the
Ministry of Commerce and Industry, has mandated that all
general-purpose plywood, whether manufactured in India or
imported, must carry the relevant BIS ISI mark. The mandate
is aimed at eliminating low-quality and substandard imports,
enhancing product quality, boosting consumer safety, and
increasing the competitiveness of the domestic plywood
industry. Greenply products address the mandatory BIS/QCO
standards, widening its credibility over unorganized players.

The Indian wood panels market is projected to expand and
MDF continues to gain prominence within the segment,
with its increased share. This shift is driven by the growing
adoption of modular furniture, evolving design preferences
and faster replacement cycles in residential interiors. The
continued expansion of Indian plywood market is reflecting
sustained long-term demand and evolving consumer
preferences. Growth is being propelled by rapid urbanization,
expanding residential and commercial construction, and
rising consumer preference for modern interior furnishings.

Organised players are rapidly gaining ground, especially
in the mass-premium segment. This shift is driven by
stronger distribution networks, exclusive brand outlets,
and heightened consumer awareness of eco-friendly and
certified plywood. At the same time, unorganised players are
facing mounting challenges, including raw material sourcing
issues, labour shortages, and tighter regulatory norms

Key players like Greenply Industries are spearheading
the industry's transformation by investing in capacity
expansion and launching innovative offerings. These efforts
reflect a broader trend toward quality enhancement and
sustainability, positioning organised manufacturers for
long-term growth and competitive advantage.

Your company is at the forefront of innovation with quality
products and superior customer service. The launch of several
value-added products with unique features has helped your
company win business and expand its participation in the
market. The Company is continuously working on increasing
reach and brand presence through various initiatives.

In respect of setting-up of a new unit in Tahasil - Semiliguda,
Dist. - Koraput, Odisha, India, for manufacturing of plywood
and its allied products by the Company's wholly owned
subsidiary Greenply Sandila Private Limited, the work is
under progress.

During the year, Greenply Speciality Panels Private
Limited (GSPPL), wholly owned subsidiary of the Company
completed setting-up of its first manufacturing facility for
PVC/WPC Door, Frame and Board at Vadodara, Gujarat, to
cater increased demand of value-added products such as
PVC/WPC Door, Frame and Board.

Further, to cater to the growing demand for MDF products
and strengthen its manufacturing capabilities, the Company
has undertaken capacity expansion initiatives in the MDF
segment. During the year, the manufacturing capacity of
MDF facility of Company's wholly owned subsidiary, Greenply
Speciality Panels Private Limited, was enhanced through
the extension of ContiRoll press, resulting in increase in
production capacity of 200 CMB per day. Consequently, the
installed manufacturing capacity of the plant increased
to 1,000 CBM per day. Building on this momentum, the
said wholly owned subsidiary is further expanding its
MDF manufacturing capacity with an additional capacity
approximately 600 - 700 CBM per day, to augment in¬
house production capabilities and meet the growing
market demand. These strategic investments are expected
to enhance operational efficiencies, strengthen supply
capabilities, and reinforce the Company's position in the
rapidly growing MDF market.

Company's WOS, Greenply Speciality Panels Pvt. Ltd.
successfully installed EVOfuge 360 system at its MDF facility
located at village Sherpura, near Vadodara, Gujarat which
is designed to reduce fresh steam consumption of upto
25% required for our chip bin operations. This cutting-edge
technology represents a significant milestone toward energy-
efficient and environmentally responsible manufacturing.
The installation of this technology is likely to improve the
overall plant efficiency with lower cost of operations is an
additional step towards a cleaner environment commitment
of the Company. This, coupled with our shift to renewable
power to run our plant, which would constitute more than
75% of our near-term energy requirement for the plant,
reinstates our thrust on reducing carbon footprints.

Greenply operates strategically located manufacturing
facilities, enabling efficient production, broad product
availability, and extensive market coverage. The Company
continues to strengthen its manufacturing capabilities to
meet evolving customer requirements and growing market
demand. In line with its growth strategy, it is undertaking
capacity expansion initiatives in the Plywood, MDF, PVC/WPC
Door, Frame and Board segment either directly or through
its subsidiaries. These efforts are expected to enhance

operational efficiencies, strengthen market presence, and
reinforce the Company's position as a leading player in
India's interior infrastructure industry.

Your Company remains optimistic due to the resilient
demand in the residential sector and the shift towards
organized segments. The government's continued focus
on infrastructure activities further opens opportunities for
growth. Your Company has implemented robust policies to
streamline its operations and improve customer satisfaction.
Moving ahead, your Company will continue prioritising
improved credit control, faster turn-around time for sales
orders as a result of process automation to achieve optimum
results and customer satisfaction.

The Company is extremely positive towards its future
outlook and foresees robust growth marked by resurgence
in demand from the real estate and furniture sector, growth
in the residential and commercial constructions, rapid
urbanization and consumer shift towards branded products.
The Company is optimistic about increasing its revenue and
market share in the organized plywood and allied products
market. Despite challenges, the Company is confident of
managing the situation and maintain its growth trajectory.

Subsidiaries and Joint Venture

Presently, your Company has two Indian wholly owned
subsidiary namely (i) Greenply Sandila Private Limited,
(ii) Greenply Speciality Panels Private Limited and one
Indian subsidiary company namely Alishan Panels Private
Limited. Also, your Company has one overseas wholly owned
subsidiary viz. Greenply Holdings Pte. Ltd., Singapore, which
is holding the investment in Greenply Global Trading Pte. Ltd.
[formerly Greenply Alkemal (Singapore) Pte. Ltd.], Singapore.

Pursuant to the Joint Venture (JV) Agreement dated 30^th
January, 2014 between Greenply Industries Limited and
Alkemal Singapore Pte. Ltd., a JV Company, Greenply Alkemal
(Singapore) Pte. Ltd. was incorporated under the provisions
of the Singapore Companies Act on 14^th May, 2014 in which
Greenply Holdings Pte. Ltd., Singapore (a Wholly Owned
Subsidiary of Greenply Industries Limited) and Kulmeet
Singh, each were holding 50% of the share capital of the
said JV Company as JV Partners. However, during the year
under review said JV agreement was terminated and the 50%
shareholding held by Kulmeet Singh in Greenply Alkemal
(Singapore) Pte. Ltd. was acquired by Greenply Holdings Pte.
Ltd., Singapore, for the total consideration of USD 1 (one).
Consequently, upon completion of said acquisition, Greenply
Alkemal (Singapore) Pte. Ltd. became a wholly owned
subsidiary of Greenply Holdings Pte. Ltd., Singapore, and
thereby a step-down wholly owned subsidiary of Greenply
Industries Limited. Further, the name of Greenply Alkemal
(Singapore) Pte. Ltd. has been changed to Greenply Global
Trading Pte. Ltd.

During the year under review, Greenply Industries Limited
disinvested its shareholding in Greenply Middle East Limited
(GMEL), Dubai, reducing its stake from its existing holding
of 49% to 19%. Consequent to the above, Greenply Middle
East Limited (GMEL), Dubai ceased to be an Associate of
the Company and Greenply Gabon SA, Gabon, West Africa,
(Subsidiary of Greenply Middle East Limited, Dubai, UAE)
ceased to be step-down Associate of the Company. Further,
the name of Greenply Middle East Limited has been changed
to Greenwud Panel Limited and name of Greenply Gabon SA
has been changed to Green Wood Panel SA.

Greenply Middle East Limited (GMEL), Dubai is engaged in
the business of trading of veneers and allied products and
Greenply Gabon SA, Gabon, West Africa is engaged in the
business of manufacturing and marketing of veneers.

Greenply Sandila Private Limited is engaged in the business
of manufacturing and Trading of Plywood and its allied
products. Greenply Speciality Panels Private Limited is
engaged in the business of manufacturing and trading of
Medium Density Fibreboard (MDF) and its allied products.

The Company has one Joint Venture Company namely
Greenply Samet Private Limited which is engaged in the
manufacturing and selling functional furniture hardware
such as slide systems for wooden and metallic drawers,
hinge systems, lift-up systems, and other connection fittings
etc. through a manufacturing facility situated at Sherpura,
Savli Halol Road, Dist. Vadodara, Gujarat.

Alishan Panels Private Limited, subsidiary of the Company
is engaged in the business of trading and marketing of
Plywood and its allied products.

Except as mentioned above, during the year under review
no company has become or ceased to be subsidiaries, joint
ventures or associate companies of the Company.

The statement in Form AOC-1 containing the salient features
of the financial statements of subsidiaries/associate
companies/joint ventures pursuant to first proviso to sub¬
section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014 is annexed to this Report.

Further, the contribution of Greenply Holdings Pte. Ltd.,
Singapore, Greenwud Panel Limited, Dubai (Formerly known
as Greenply Middle East Limited) (Up to 24 June 2025 and
consequently, the entity ceased to be an associate of the
Company), Greenply Speciality Panels Private Limited, India,
Greenply Sandila Private Limited, India, Alishan Panels
Private Limited, India, Greenply Global Trading Pte. Limited,
Singapore (Formerly known as Greenply Alkemal (Singapore)
Pte. Limited (joint venture up to 03 March 2026 and wholly
owned subsidiary w.e.f. 04 March 2026) and Greenply Samet
Private Limited, India, to overall performance of the Company
during the year under review is as mentioned below:

Consolidated financial statements

The consolidated financial results include the financial
results of subsidiaries - Greenpiy Speciality Panels Private
Limited (India), Greenpiy Sandiia Private Limited (India),
Aiishan Panels Private Limited (India) and Greenpiy Holdings
Pte. Limited (Singapore) {w.e.f 04^th March 2026) including
its wholly owned subsidiary company Greenpiy Global
Trading Pte. Limited (Formerly known as Greenpiy Aikemai
(Singapore) Pte. Limited, Singapore), and its step down
wholly owned subsidiary company - Greenpiy Industries
(Myanmar) Private Limited, (Myanmar)}. The consolidated
financial results also includes share of profit/(ioss) of equity
accounted investees - Greenpiy Global Trading Pte. Limited
(Formerly known as Greenpiy Aikemai (Singapore) Pte.
Limited, Singapore) {including its wholly owned subsidiary
company - Greenpiy Industries (Myanmar) Private Limited,
(Myanmar)}(upto 03^rd March 2026), Greenpiy Samet Private
Limited and Greenwud Panel Limited (Formerly known as
Greenpiy Middle East Limited)(upto 24^th June 2025) {including
its wholly owned subsidiary company- Greenpiy Gabon S.A.
(West Africa)} which are accounted under equity method as
set out in Ind AS 28 - 'Investment in Associates and Joint
Ventures' notified by Ministry of Corporate Affairs.

Dividends

Your Directors recommend a final dividend of 50% i.e. Re.

0.50 per equity share (compared to previous year of 50% i.e.
Re.0.50 per equity share of Re.1/-each) on the equity shares
of the Company of Re.1/- each for financial year 2025-2026.

The dividend payment is subject to approval of members at
the ensuing Annual General Meeting. The dividend pay-out
is in accordance with the Dividend Distribution Policy of the
Company adopted by the Board of Directors in their meeting
held on July 25, 2016 and amended on February 8, 2019. The
Dividend Distribution Policy of the Company is annexed to
this Report and also has been uploaded on the website
of the Company available at the webiink at https://www.
greenpiy.com:5001/pdf1715930559321-2828.pdf

In accordance with Section 136(1) of the Companies Act, 2013,
the Annual Report of the Company, containing therein its
standalone and the consolidated financial statements has
been placed on the website of the Company, www.greenpiy.
com/investors. Further, as per the said section, audited
annual accounts of the subsidiary companies and Joint
Venture Companies have also been placed on the website
of the Company, www.greenpiv.com/investors. Shareholders
interested in obtaining a physical copy of the audited
annual accounts of the subsidiary companies and Joint
Venture Companies may write to the Company Secretary
at the Company's registered office. A statement containing
salient features of the financial statements of subsidiary/
associate companies/joint venture in form AOC -1 is annexed
to this Report.

Credit Rating

During the year, "Credit Analysis and Research Ltd. (CARE)”and
"India Ratings & Research” have re-affirmed our external
credit rating for both long term and short-term borrowings
as detailed beiow:

Transfer to Reserves

No amount has been proposed to be transferred to the
General Reserve during the Financial Year 2025-26.

Details of the transfer(s) to the IEPF

Pursuant to the provisions of the Companies Act, 2013
and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF
Rules') read with relevant circulars and amendments thereto,
dividends that are unpaid/ unclaimed for a period of seven
years are required to be transferred by the Company to the
Investor Education and Protection Fund (IEPF) administered
by the Central Government. Given beiow are the dates of
declaration of dividend and corresponding dates when
unpaid/unciaimed dividends are due for transfer to IEPF:

During the year under review, unciaimed/unpaid final dividend amounting to H32,810/- which had been declared at the
Annual General Meeting of the Company held on August 28, 2018 and lying unciaimed/unpaid was transferred to the Investor
Education and Protection Fund (IEPF) in October, 2025 pursuant to the relevant provisions of applicable laws and rules.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31^st March, 2025
on the Company's website https://www.greenpiv.com/investors and on the website of the Ministry of Corporate Affairs. The
updated details as of 31^st March, 2026, shaii be uploaded after the forthcoming Annual General Meeting (AGM) within the
stipulated timeline as per the IEPF Rules.

Further, as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(hereinafter referred to as the IEPF Rules, 2016) read with Section 124 of the Companies Act, 2013, in addition to the transfer of
the unpaid or unclaimed dividend to Investor Education and Protection Fund (hereinafter referred to as "IEPF”), the Company
shaii be required to transfer the underlying shares on which dividends have remained unpaid or unclaimed for a period of
seven consecutive years to IEPF Demat Account. Accordingiy, tiii date totai 46,035 equity shares, as detaiied beiow, in respect
of which dividend was unpaid or unciaimed for a consecutive period of seven (7) years or more had been transferred to the
Investor Education and Protection Fund ("IEPF”) of the Centrai Government from time to time. Out of this, during 2021-22,
one sharehoider, whose shares were transferred to the De-mat account of IEPF Authority, ciaimed and received his/her 2000
shares from IEPF Authority.

Detaiis of above shares are avaiiabie in the Company's website and can be viewed at www.greenpiy.com

The Members whose unciaimed dividends and/or shares have been transferred to IEPF, may contact the Company or RTA and
submit the required documents for issue of Entitiement Letter. The Members can attach the Entitiement Letter and other
required documents and fiie web Form I EPF-5 for ciaiming the dividend and/or shares avaiiabie on www.mca.gov.in and send
a physicai copy of the same, duiy signed to the Company, aiong with requisite documents enumerated in the Form No. I EPF-5.
No ciaims shaii iie against the Company in respect of the dividend and shares so transferred.

Share Capital

During the year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company issued
and aiiotted equity shares of face vaiue of H1/- each (fuiiy paid-up) as detaiied beiow from time to time to the eiigibie
empioyees of the Company for cash at a price of H55/- per equity share (inciuding a premium of H54/- per share), aggregating
to H15,81,250/- under Greenpiy Empioyee Stock Option Pian 2020 ("ESOP 2020”/ "Pian”). Accordingiy, the paid-up equity

share capital of the Company was increased from H12,48,73,295/- (12,48,73,295 equity shares of Re.1 each) to H12,49,02,045/-
(12,49,02,045 equity shares of Re.1 each).

De-mat Suspense Account/Unclaimed Suspense Account

The details with respect to de-mat suspense account / unclaimed suspense account are as follows:

second term of 5 (five) years w.e.f. 15^th September, 2026
to 14^th September, 2031 and recommended the same to
the Members of the Company for their approval at the
forthcoming AGM by way of special resolution.

None of the Directors of your Company is disqualified under
the provisions of Section 164(2)(a)&(b) of the Companies Act,
2013 and a certificate dated 28^th April, 2026 received from a
SP & SA Associates, Practising Company Secretaries certifying
that none of the directors on the Board of the Company
has been debarred or disqualified from being appointed or
continuing as directors of the companies by the Securities
and Exchange Board of India, Ministry of Corporate Affairs
or any such other Statutory Authority is annexed to the
Corporate Governance Report.

All the Independent Directors of the Company have complied
with the requirement of inclusion of their names in the Data
bank of Independent Directors maintained by Indian Institute
of Corporate Affairs. Mr. Adika Ratna Sekhar is not required
to pass the online proficiency self-assessment test as per
the first proviso of Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014 whereas Ms. Vinita
Bajoria and Mr. Braja Narayan Mohanty has successfully
qualified the online proficiency self-assessment test for
Independent Director's Databank. Further, in the opinion
of the Board of Directors, the Independent Directors of the
Company are persons of integrity and possess relevant
expertise and experience including proficiency.

Mr. Sanjiv Keshri has been appointed as Chief Financial
Officer of the Company w.e.f. 29^th July, 2025 succeeding
Mr. Nitin Dagdulal Kalani who resigned from the Company
as Chief Financial Officer w.e.f. 30^th April, 2025. Apart from
this change, there were no appointments or resignations
of Directors or Key Managerial Personnel during the year
under review.

Declaration by Independent directors

For the financial year 2025-26, all the Independent Directors
of the Company have given their declarations to the Company
that they meet the criteria of independence as provided in
Section 149(7) read with Section 149(6) of the Companies Act,
2013 and Regulation 16 of Listing Regulations.

In terms of Regulation 25(9) of the Listing Regulations, the
Board of Directors has ensured the veracity of the disclosures
made under Regulation 25(8) of the Listing Regulations by
the Independent Directors of the Company and is of the
opinion that they fulfil the conditions specified in the Act
and the Listing Regulations and that they are independent
of the management.

The Independent Directors have confirmed compliance with
the Company's Code of Conduct and also with the Code
for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.

Meetings of the Board of Directors

Six (6) Board Meetings were held during the financial year
ended 31^st March, 2026 on 28^th April, 2025, 3^rd June, 2025, 29^th
July, 2025, 4^th November, 2025, 4^th February, 2026 and 31^st
March, 2026. The details of the Board Meetings with regard
to their dates and attendance of each of the Directors there
at have been provided in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Board has carried out the annual
performance evaluation of the Directors individually as well
as evaluation of the working of the Board as a whole and
of the Committees of the Board, by way of individual and
collective feedback from Directors.

Pursuant to Para VII of Schedule IV of the Companies Act, 2013
('Act, 2013') and applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('Listing Regulations'), a
meeting of the Independent Directors ('IDs') of the Company
was convened on 31^st March, 2026 to perform the following:

Ý review the performance of the Chairperson of the
Company, taking into account the views of executive
directors and non-executive directors;

Ý review the performance of non-independent directors
and the Board as a whole;

Ý assess the quality, quantity and timeliness of flow of
information between the Company management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties

Further, the Nomination and Remuneration Committee
also evaluated the performance of all the directors of
the Company.

The overall recommendations based on the evaluation
were discussed by the Board. It was noted that the Board
Committees function professionally and smoothly, and
besides the Board Committees' terms of reference as
mandated by law, important issues are brought up and
discussed in the respective Board Committees. Progress
on recommendations from last year and the current year's
recommendations were discussed. Apart from the other key
matters, the aspects of succession planning and committee
composition were also discussed.

The criteria for evaluation are briefly provided below:

a. For Independent Directors:

- General parameters

- Roles & responsibilities to be fulfilled as an
Independent director

- Participation in Board process.

b. For Executive & Non-executive Directors:

- Governance

- Strategy

- Stakeholder focus

- Communication & influence

- Quality or capability

- Performance improvement

- Financial & risk awareness

The result of review and evaluation of performance of
Board, it's Committees and of individual Directors was
found to be satisfactory.

Familiarisation Programme

The details of the familiarisation programme undertaken
during the year have been provided in the Corporate
Governance Report along with the web link thereof.

Managerial Remuneration

As per the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
including any amendment thereof, the Company is required
to disclose the following information in the Board's Report.

(e) average percentile increase already made in the salaries
of employees other than the managerial 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;

7.37% (non-Managerial personnel) -2.80% (Managerial
Personnel).

(f) We hereby affirm that the remuneration paid to the
Executives is as per the Remuneration Policy of the
Company approved by the Board of Directors.

(g) Managing Directors and Whole-time Directors of the
Company do not receive any commission from its
subsidiary companies.

All elements of remuneration package as required under

Listing Regulations have been provided in the Corporate

Governance Report.

Statutory Auditors and their report

The Shareholders of the Company at their 32^nd Annual

General Meeting held on 21.09.2022, approved appointment

of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm
Registration No. 101248W/W-100022) as the Statutory
Auditors of the Company to hold office for a further term
of 5 (five) consecutive years i.e. from the conclusion of 32^nd
Annual General Meeting, until the conclusion of the 37^th
Annual General Meeting to be held in Financial Year 2027.

The Notes on Financial Statements referred to in the
Auditors' Report are self-explanatory and, therefore, do not
call for further clarification. The Statutory Auditor's Report
for Financial Year ended March 31, 2026 does not have any
qualification and adverse remark. Further, the Auditors
have not reported any fraud under Section 143(12) of the
Companies Act, 2013.

Cost Audit & Maintenance of Cost Records

In terms of Section 148 of the Act and the Companies (Cost
Records and Audit) Rules, 2014, during the year under review,
cost audit was not applicable to the Company.

Internal Auditor

The Company has in-house Internal Audit team headed by a
qualified and experienced Executive. The scope, functioning,
periodicity and methodology for conducting internal audits
were approved by the Board of Directors and are reviewed

periodically by the Audit Committee. Further, the Audit
committee discussed and reviewed the adequacy of internal
audit function, including the structure of the internal audit
department, staffing and seniority of the officials, heading
the department, reporting structure coverage and frequency
of internal audit.

Secretarial Auditors & their Report

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, read
with Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, including any
statutory modification(s) or re-enactment(s) thereof for the
time being in force, the Shareholders of the Company in their
35^th AGM held on August 25, 2025, based on recommendations
of the Board of Directors of the Company, approved the
appointment of M/s. SP & SA Associates, a peer reviewed
firm of Practising Company Secretaries (firm registration no.
P2023WB095800), as the Secretarial Auditors of the Company
for a term of five consecutive financial years commencing
from FY 2025-26 up to FY 2029-30.

The Secretarial Audit Report of M/s. SP & SA Associates,
Practising Company Secretary, in Form MR-3, for the
financial year ended 31^st March, 2026, is annexed to this
report. The Secretarial Auditor's report does not contain
any qualifications, reservations, or adverse remarks. Further,
the Secretarial Auditors have not reported any fraud under
Section 143(12) of the Companies Act, 2013.

Secretarial Audit of Material Unlisted Subsidiary
Company

M/s. DKS & Co., Practising Company Secretaries, had
undertaken the Secretarial audit of the Company's material

subsidiaries, Greenply Speciality Panels Private Limited
and Greenply Sandila Private Limited, for the financial year
2025-26. The Secretarial Audit report confirms that the said
material subsidiaries have complied with the provisions
of the Companies Act, Rules, Regulations and Guidelines
as applicable, and that there were no deviations or non¬
compliance. As required under Regulation 24A of the SEBI
Listing Regulations, the report of the Secretarial Audit
is annexed to this report. The Secretarial Auditor's report
does not contain any qualifications, reservations, or adverse
remarks or disclaimer. Further, the Secretarial Auditors
have not reported any fraud under Section 143(12) of the
Companies Act, 2013.

Disclosure on Employee Stock Option Plan/
Scheme

The members of the Company, with a view to motivate the
key work force seeking their contribution to the corporate
growth, to create an employee ownership culture, to attract
new talents, and to retain them for ensuring sustained growth,
passed the resolutions through postal ballot including
e-voting on 15^th October, 2020 for approval of ESOPs and 23^rd
December, 2020 for modification and introducing 'Greenply
Employee Stock Option Plan 2020' ("ESOP 2020”/"Plan”).

The resolutions also accorded approval to the Board of
Directors / Nomination and Remuneration Committee of
the Company to create, grant and vest from time to time,
in one or more tranches, not exceeding 54,00,000 (Fifty-four
lakhs only) employee stock options, to or for the benefit of
such person(s) who are in permanent employment of the
Company and its subsidiary company(ies).

There have been no material changes to the ESOP 2020 during
the Financial Year and the scheme is in the compliance with
the said regulations.

The certificate from M/s. SP & SA Associates (firm registration
no. P2023WB095800), Kolkata, Secretarial Auditors of the
Company for the financial year 2025-26, confirming that
the scheme has been implemented in accordance with
the aforesaid regulations and in accordance with the
resolutions passed by the Members of the Company through
postal ballot including e-voting, would be placed before the
Members at the ensuing Annual General Meeting. A copy of
the same will be available for inspection at the Company's
website and can be accessed on the weblink www.greenply.
com/investors

The disclosures on the scheme, details of options granted,
changes to the scheme, if any, etc. are placed on the website
of the Company as required under Employee Benefit
Regulations read with SEBI Circular No. CIR/CFD/POLICY
CELL/2/2015 dated 16^th June, 2015 and can be accessed on
the weblink www.greenplv.com/investors.

In line with the Indian Accounting Standards ("Ind AS”) 102 on
'Share Based Payments' issued by the Ministry of Corporate
Affairs in consultation with Accounting Standards Board
(ASB) of the Institute of Chartered Accountants of India
("ICAI”) and the National Advisory Committee on Accounting
Standards, your Company has computed the cost of equity
settled transactions by using the fair value of the options at
the date of the grant and recognized the same as employee
compensation cost over the vesting period. Further details

as required under SEBI (Share Based Employee Benefits &
Sweat Equity) Regulations, 2021 are disclosed in the notes to
the financial statements forming part of the Annual report.

Audit Committee

As on 31^st March, 2026, the Company's Audit Committee
comprises of two Non-Executive Independent Directors
viz. Mr. Adika Ratna Sekhar and Mr. Braja Narayan Mohanty
and one Executive-Promoter Director viz. Mr. Rajesh Mittal.
The Committee inter-alia reviews the Internal Control
System, reports of Internal Auditors, compliance of various
regulations and evaluates the internal financial controls and
risk management system of the Company. The Committee
also reviews at length the Financial Statements and results
before they are placed before the Board. The terms of
reference of the Audit Committee and other details have
been provided in the Corporate Governance Report. During
2025-2026, six meetings of the Audit Committee were held i.e.
on 28^th April, 2025, 3^rd June, 2025, 29^th July, 2025, 4^th November,
2025, 4^th February, 2026, and 31^st March, 2026.

During the year under review, there has been no such instance
where the Board has not accepted the recommendations of
the Audit Committee.

Vigil mechanism

In pursuance to the provisions of section 177(9) & (10) of
the Companies Act, 2013 and Regulation 22 of the Listing
Regulations, 'Whistle Blower Policy' to establish vigil
mechanism for directors, employees and stakeholders or

third party to report genuine concerns had been framed
and implemented. This policy provides a process to disclose
information, confidentially and without fear of victimization,
where there is reason to believe that there has been serious
malpractice, fraud, impropriety, abuse or wrong doing within
the Company. The policy safeguards the whistle blowers to
report concerns or grievances and also provides a direct
access to the Chairman of the Audit Committee. During the
year under review, none of the personnel has been denied
access to the Chairman of the Audit Committee. The policy
has been uploaded on the website of the Company and is
available at the weblink at https://www.greenp[y.com:5001/
originaipdf1764049431258-6342.pdf

Nomination and Remuneration Committee

As on 31^st March, 2026, the Company's Nomination and
Remuneration Committee comprises of three Non-Executive
Independent Directors viz. Ms. Vinita Bajoria, Mr. Adika Ratna
Sekhar and Mr. Braja Narayan Mohanty and one Executive-
Promoter Director Mr. Rajesh Mittal (Chairman cum
Managing Director). The terms of reference and other details
of the Nomination and Remuneration Committee have also
been provided in the Corporate Governance Report. During
2025-2026, six meetings of Nomination and Remuneration
Committee were held i.e. on 28^th April, 2025, 3^rd June, 2025,
16^th July, 2025, 4^th November, 2025, 4^th February, 2026 and 31^st
March, 2026.

Your company has a Board approved Remuneration Policy
that applies to a[[ of its Directors, Key Managerial Personnel,
and Senior Management Personnel and is uploaded on
website of the Company at https://www.greenp[y.com:5001/
pdf1715929931027-8763.pdf

However, brief outline of the Remuneration Policy is
as fo[[ows:

The Policy also helps the Company to attain Board diversity
and creates a basis for succession planning. In addition, it is
intended to ensure that-

a) the Company is able to attract, develop and retain high-
performing and motivated Executives in a competitive
international market;

b) the Executives are offered a competitive and market
aligned remuneration package, with fixed salaries being
a significant remuneration component, as permissible
under the Applicable Law;

c) remuneration of the Executives are aligned with the
Company's business strategies, values, key priorities
and goa[s.

In framing the aforesaid Remuneration Policy, the Nomination
and Remuneration Committee ensures that a competitive
remuneration package for a[[ its Directors, Key Managerial

Personnel, and Senior Management Personne[ is maintained
and is a[so benchmarked with other mu[tinationa[ companies
operating in nationa[ and g[oba[ markets.

The nomination of the Independent Directors of the Company
sha[[ be in accordance with the principles as stated under
the said PoLicy.

The assessments for Directors, Key Manageria[ Personnel
Senior Management Personne[ and Functiona[ Heads are
done on the basis of be[ow parameters by the concerned
interview pane[ of the Company -

a) Competencies

b) Capabi[ities

c) Compatibi[ity

d) Commitment

e) Character

f) Strong interpersona[ skiUs

g) Cu[ture among others.

The various remuneration components wou[d be combined to
ensure an appropriate and ba[anced remuneration package.

The five remuneration components are -

Ý fixed remuneration (induding fixed supp[ements)

Ý performance based remuneration (variab[e sa[ary)

Ý pension schemes, where app[icab[e

Ý other benefits in kind

Ý severance payment, where app[icab[e

The fixed remuneration is determined on the basis of the
ro[e and position of the individual induding professiona[
experience, responsibi[ity, job comp[exity and [oca[
market conditions.

The performance-based remuneration motivates and
rewards high performers who significant[y contribute to
sustainab[e resu[ts, perform according to set expectations
for the individua[ in question, and generates stakeho[der
va[ue within the Group.

Any fee/remuneration payab[e to the Non-Executive directors
of the Company sha[[ abide by the fo[[owing norms -

i. If any such director draws or receives, direct[y or
indirect[y, by way of fee/remuneration any such sums
in excess of the [imit as prescribed or without the prior
sanction, where it is required, under the App[icab[e [aw
such remuneration sha[[ be refunded to the Company
and unti[ such sum is refunded, ho[d it in trust for the
Company. The Company sha[[ not waive the recovery of
any sum refundab[e to it;

ii. Such directors may receive remuneration by way of fee
for attending meetings of the Board or Committee thereof
or for any other purpose whatsoever as may be decided
by the Board, as permissible under Applicable law;

iii. An independent director shall not be entitled to any
stock option and may receive remuneration only by way
of fees and reimbursement of expenses for participation
in meetings of the Board or Committee thereof and
profit related commission, as may be permissible by the
Applicable law.

Stakeholders Relationship Committee

As on 31^st March, 2026, the Stakeholders Relationship
Committee comprises two executive Promoter Directors
viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal, and one Non¬
Executive Independent Director viz. Mr. Adika Ratna Sekhar.
The detailed terms of reference and other details of the
Committee have been provided in the Corporate Governance
Report. During 2025-2026, four meetings of Stakeholders
Relationship Committee were held on 28^th April, 2025, 29^th
July, 2025, 4^th November, 2025 and 4^th February, 2026.

Risk Management Policy

The Company recognizes that risk is inherent to any business
activity and that managing risk effectively is critical for the
immediate and future success of any organisation. Pursuant
to Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI LODR') the Company
has a Risk Management Policy to identify, evaluate risks and
opportunities. This framework seeks to create transparency,
minimize the adverse consequence of risks on business
objectives, enhance the Company's competitive advantage
and assist in decision making process. On the basis of risk
assessment criteria, your Company has identified risks as
minor/moderate/important/material or severe depending
on their impact on turnover, profit after tax and return on
capital employed. A risk library wherein the Company has
allotted scores to the risks based on risk significance and
risk likelihood. On the basis of risk scores the Company has
identified few material risks for the organization. The risks
scores were initially done at the level of Operational Heads
of Finance & Accounts, Sales, Production and HR and finally
assessment was done based on scores given by an internal
committee of the Company. However, the risks are dynamic
and the Company will be adding new risks and removing
some of the existing risks as and when the Company develop
solutions for the existing risks. Accordingly, the Company
has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. The Audit
Committee of the Board evaluates risks management system
of the company on quarterly basis.

Risk Management Committee

As on 31^st March, 2026, the Company's Risk Management
Committee comprises of, one Executive - Non Promoter
Director, one Executive - Promoter Director, one Non-Executive
Independent Director and the Chief Financial Officer (CFO) of
the Company. The Board of Directors also defined the terms
of reference of the said Committee. The terms of reference
of the Risk Management Committee and other details have
been provided in the Corporate Governance Report. During
2025-26, two meetings of the Risk Management Committee
held on 29^th July, 2025 and 4^th February, 2026.

Annual Return

The Annual Return as required under Section 92 and Section
134 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014
is available on the Company's website at https://www.
greenply.com:5001/originalpdf1784023282150-5615.pdf

Material changes and commitments and change
in the nature of business

There have been no material changes and commitments
affecting the financial position of the Company since the
close of financial year i.e. since 31^st March, 2026 till the date
of this Report. Further, it is hereby confirmed that there has
been no change in the nature of business of the Company
except as disclosed in this report.

Significant and material orders passed by
the Regulators / Courts / Tribunals impacting
the going concern status and the Company's
operations in future

There is no significant and material order has been passed
by any Regulator/ Court/Tribunals impacting the going
concern status and the Company's operations in future.

Search and Seizure operation conducted by
Income Tax Department

During the year, the Company was subject to a search and
seizure operation conducted by the Income tax Department
under the provisions of the Income tax Act, 1961 at certain
business premises of the Company from 26^th February 2026
to 02^nd March 2026.

As on the date of this Report, no assessment order, notice of
demand or penalty order has been received by the Company
pursuant to the said proceedings. The matter is presently at
a preliminary stage to assess any possible financial impact
on the Company.

Internal financial controls

The Directors had laid down Internal Financial Controls
procedures to be followed by the Company which ensure
compliance with various policies, practices and statutes
in keeping with the organization's pace of growth and
increasing complexity of operations for orderly and efficient
conduct of its business. The Audit Committee of the Board,
from time to time, evaluated the adequacy and effectiveness
of internal financial control of the Company with regard to:

1. Systems have been laid to ensure that all transactions
are executed in accordance with management's general
and specific authorization. There are well-laid manuals
for such general or specific authorization.

2. Systems and procedures exist to ensure that all
transactions are recorded as necessary to permit
preparation of financial statements in conformity with
generally accepted accounting principles or any other
criteria applicable to such statements, and to maintain
accountability for aspects and the timely preparation of
reliable financial information.

3. Access to assets is permitted only in accordance with
management's general and specific authorization.
No assets of the Company are allowed to be used for
personal purposes, except in accordance with terms of
employment or except as specifically permitted.

4. The existing assets of the Company are verified/checked
at reasonable intervals and appropriate action is taken
with respect to any differences, if any.

5. Proper systems are in place for prevention and detection
of frauds and errors and for ensuring adherence to the
Company's policies.

Further, the certificate from Joint Managing Director & CEO
and Chief Financial Officer, in terms of Regulation 17(8) of
the SEBI Listing Regulations, provided in this Annual Report,
also certifies the adequacy of our Internal Control systems
and procedures.

Insurance

Your Company's properties, including building, plant,
machineries and stocks, among others, are adequately
insured against risks.

Particulars of loans/advances/investments
as required under Schedule V of the
Listing Regulations

The details of related party disclosures with respect to
loans/ advances/investments at the year end and maximum
outstanding amount thereof during the year as required
under Part A of Schedule V of the Listing Regulations have
been provided in the notes to the Financial Statements of
the Company.

Disclosures of transactions of the listed entity
with any person or entity belonging to the
promoter/promoter group which hold(s) 10% or
more shareholding in the listed entity.

Shakuntala Safeinvest Pvt. Ltd. (Formerly Showan Investment
Pvt. Ltd.) belongs to the promoter/promoter group of the
Company and held more than 10% shareholding in the
Company as on 31^st March, 2026. Accordingly, transactions
entered with said entity have been disclosed in the Financial
Statements in format prescribed under the relevant
accounting standards.

Loans/advances, guarantee and investments
under Section 186 of the Companies Act, 2013

Details of loans/advances granted, guarantees given and
investments made during the year under review, covered
under the provisions of Section 186 of the Companies Act,
2013 are disclosed in the financial statements attached to
this annual report.

Amount outstanding as at 31^st March, 2026

Public Deposits

During the Financial Year 2025-26, the Company did not
invite, accepted or renewed any public deposits under the
Companies Act, 2013 including applicable rules made there
under. As such, no amount on account of principal or interest
on public deposits was outstanding as on the date of the
Balance Sheet.

Listing of shares

The Equity Shares of the Company are listed on the BSE
Limited (BSE) with scrip code No. 526797 and on National
Stock Exchange of India Limited (NSE) with scrip symbol
GREENPLY. The Company confirms that the annual listing fees
to both the stock exchanges for the financial year 2025-26
have been duly paid.

Related party transactions

There have been no materially significant related party
transactions undertaken by the Company which may
have potential conflict with the interest of the Company.
Related party transactions that were entered into during
the year under review were on arm's length basis and/or
were in ordinary course of business. During the year, your
Company had not entered into any contract/ arrangement /
transaction with related parties which could be considered
material in terms of the RPT Policy, requiring shareholders'

approval under Regulation 23(4) of the Listing Regulations
or Section 188 of the Companies Act, 2013 read with Rules
made thereunder. Accordingly, the disclosure of Related
Party Transactions as required under Section 134(3) (h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is not applicable.
Further, suitable disclosure as required by the Accounting
Standards (Ind AS 24) has been made in the notes to the
Financial Statements.

The Board has approved a policy for related party
transactions which has been uploaded on the Company's
website. The web link as required under Listing Regulations
is as under:

https: / / www.greenply.com:5001 /
originalpdf1775455082400-3040.pdf

Corporate Governance and Compliance
Certificate regarding compliance of conditions
of Corporate Governance

Your Company remains committed to upholding high
standard of Corporate Governance practices and adhere to
the Corporate Governance requirements set out by Securities
and Exchange Board of India. In accordance with Regulation
34(3) read with Schedule V of the Listing Regulations, the
report on Corporate Governance for the financial year ended
March 31, 2026, forms an integral part of this Annual Report
and annexed to this Report.

The requisite certificate from Ms. Stuti Pithisaria, Practising
Company Secretary (Membership No. ACS 24680 / COP No.
26447), Partner of M/s. SP & SA Associates, Kolkata confirming
compliance with the conditions of corporate governance, is
also attached to this Annual Report.

Management Discussion and Analysis Report

The Report on Management Discussion and Analysis Report
in terms of Regulation 34, read with Schedule V of the
Listing Regulations, forms part of this Annual Report and is
annexed to this Report. Certain Statements in the aforesaid
report may be forward looking in nature. Many factors may
affect the actual results, which could be different from what
the Directors envisage in terms of the future performance
and outlook.

Compliance under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

The Company has in place a Policy on prevention of Sexual
Harassment in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

Further, the Company has complied with the provisions
relating to constitution of an Internal Complaints Committee
(ICC) in compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The details of complaints of sexual
harassment received, disposed of, and pending during the
financial year are set out below:

(a) Number of complaints received: NIL

(b) Number of complaints disposed of: NIL

(c) Number of cases pending for more than 90 days: NIL

The Company is committed to providing a safe, inclusive
and respectful work environment for all its employees,
and necessary awareness programs are conducted on
periodic basis.

Compliance under the Maternity Benefit Act, 1961:

The Company has complied with the applicable provisions of
the Maternity Benefit Act, 1961. All eligible women employees
have been extended the benefits as prescribed under the
Act. The Company remains committed to supporting working
mothers and promoting a gender-inclusive workplace.

Conservation of energy, technology absorption,
foreign exchange earnings and outgo

The particulars related to the 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 to this Report.

Application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016

As on 31^st March, 2026, no application has been made or
no proceedings are pending under the Insolvency and
Bankruptcy Code, 2016.

One Time Settlement of Loans taken from Banks/
Financial Institutions

During the year, the Company serviced all its debts and
financial commitments as and when they became due and
no settlements were entered into with the bankers.

Corporate Social Responsibility

As on 31^st March, 2026, the Corporate Social Responsibility
Committee (CSR Committee) comprises two executive
Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya
Mittal and one Non-Executive Independent Director viz.
Ms. Vinita Bajoria. The terms of reference of the Committee
have been provided in the Corporate Governance Report.
During 2025-26, four meetings of CSR Committee were held

i.e. on 28^th April, 2025, 29^th July, 2025, 4^th November, 2025 and
4^th February, 2026. The CSR Committee has formulated a
Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, which has
also been approved by the Board. The CSR Policy may be
accessed on the Company's website at the link

https://www.greenp[y.com:5001/pdf1715930507994-9293.pdf

The salient features of the CSR Policy of the Company are
as be[ow:

1. Vision: The Company's CSR Vision is "improving lives in
pursuit of collective development and environmental
sustainability”. This vision should encompass a[[ CSR
activities of the Company.

2. Mission: The Company's CSR Mission is primarily to
pursue initiatives directed towards enhancing welfare of
society based on long term social and environmentally
sustainable CSR activities.

3. The Company recognises the need to carry business in
accordance with principles of sustainability, balance
and equity. It strives to enhance corporate value while
achieving a stable and long-term growth for the benefit
of stakeholders. The Company also encourages its
directors and employees to recommend meaningful CSR
projects that may be taken up by the Company.

4. The CSR activities carried by the Company are either
identified by the CSR Committee of the Company or as
recommended by various stakeholders. The Company
either undertakes the activities itself or through some
external agency in compliance with the provisions
of Section 135 of the Companies Act, 2013 read with
Companies (CSR Policy) Rules, 2014.

5. The CSR Committee shall periodically monitor and
evaluate the performance of the Projects and seek
statements and reports from the CSR Cell on the progress
of each of CSR projects from time to time. A certificate
shall be obtained from CFO or the person responsible
for financial management that the funds disbursed
have been utilised for the purpose and in the manner
as approved. In case of Ongoing Projects, the Board of
the Company shall monitor the implementation of the
Project with reference to the approved timelines and
year-wise allocation and shall be competent to make
modifications, if any, for smooth implementation of the
project within the overall permissible time period.

6. The Company has chosen some of the projects as
mentioned in Schedule VII of the Companies Act, 2013 as
its Priority Projects which are as below:

a) eradicating hunger, poverty and malnutrition,
promoting health care including preventive
health care and sanitation including contribution

to the Swach Bharat Kosh set-up by the Central
Government for the promotion of sanitation and
making available safe drinking water;

b) promoting education, including special education
and employment enhancing vocation skills especially
among children, women, elderly, and the differently
abled and livelihood enhancement projects;

c) promoting gender equality, empowering women,
setting up homes and hostels for women and
orphans; setting up old age homes, day care centres
and such other facilities for senior citizens and
measures for reducing inequalities faced by socially
and economically backward groups;

d) ensuring environmental sustainability, ecological
balance, protection of flora and fauna, animal
welfare, agroforestry, conservation of natural
resources and maintaining quality of soil, air
and water inc[uding contribution to the C[ean
Ganga Fund set-up by the Centra[ Government for
rejuvenation of river Ganga;

e) training to promote rural sports, nationally
recognised sports, Paralympic sports and
Olympic sports;

f) disaster management, including relief, rehabilitation

and reconstruction activities.

7. The Company shall approve Annual Action Plan every
year covering list of activities to be undertaken, manner
of execution, utilisation of funds, monitoring etc.
Impact assessment of CSR activities will be undertaken
if the conditions specified in the Policy and under
the Companies (CSR Policy) Rules, 2014 in this regard
is fulfilled.

Further, the CSR activities carried out during the
Financial Year ended 31^st March, 2026 in the format
prescribed under Ru[e 9 of the Companies (Accounts)
Rules, 2014 including amendment thereof, is annexed to
this Report.

Directors' Responsibility Statement

In terms of provisions of Section 134(3)(c) and Section 134(5)

of the Companies Act, 2013, your directors state that:

(i) in preparation of the Annual Accounts for the financial
year ended March 31, 2026, the applicable Accounting
Standards have been followed along with proper
explanation relating to material departures;

(ii) the Directors had selected such Accounting Policies as
listed in the Financial Statements and applied them
consistent[y 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 at the end of

the financial year as on March 31, 2026 and of the profits
of the Company for that period;

(iii) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the Annual Accounts on a
going concern basis;

(v) the directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively.

(vi) the directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Two-way effective communication between
Statutory Auditors and Those Charged With
Governance (TCWG)

Pursuant to the Circular dated 07.01.2026 issued by the
National Financial Reporting Authority (NFRA), the Company
has identified certain Directors and Key Managerial Personnel
as the Company's "Those Charged with Governance” (TCWG)
for the purpose of ensuring robust and structured two way
communication mechanisms between the Statutory Auditors
and TCWG in respect to the audit of the financial statements.

CEO and CFO certification

Pursuant to the Listing Regulations, the Joint Managing
Director & CEO and CFO certification is attached with the
Annual Report. The Joint Managing Director & CEO and the
Chief Financial Officer also provides a quarterly certification
on financial results while placing the financial results before
the Board for approval in terms of the Listing Regulations.

Code of Conduct for Directors and senior
management personnel

The Code of Conduct for Directors and Senior Management
Personnel is available on the Company's website. The
Joint Managing Director & CEO of the Company has
given a declaration confirming that all Directors and
Senior Management Personnel concerned have affirmed
compliance with the Code of Conduct for the financial year
ended on March 31, 2026. The declaration is attached with
the annual report.

Disclosure regarding compliance of applicable
Secretarial Standards

The company has complied with all the mandatory
applicable secretarial standards issued by The Institute of
Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.

Business Responsibility andSustainabilityReport

As stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report, describing the
initiatives taken by the Company from an environmental,
social, governance and sustainability perspective, has been
annexed to this Report.

Fraud Reporting

There was no fraud reported by the Auditors of the Company
under sub-section (12) of section 143 of the Companies Act,
2013, to the Audit Committee or the Board of Directors during
the year under review.

Disclosures with respect to Demat Suspense
Account/ Unclaimed Suspense Account

The relevant details in this regard have been provided in the
Corporate Governance Report annexed to this Report.

Particulars of employees

Particulars of Employees as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:-

I. Details of Employees employed throughout the financial
year who were in receipt of the remuneration for that
year which, in aggregate, was not less than H1.02 Crore
are: 4

II. Employees employed for a part of the financial year
and who were in receipt of the remuneration during for
that financial year at a rate not less than H8,50,000 per
month: 8

III. Employees employed throughout the financial year or
part thereof, was in receipt of remuneration in that year
which, in the aggregate, or as the case may be, at a rate
which, in the aggregate is in excess of that drawn by the
managing director or whole-time director or manager
and holds by himself or along with his spouse and
dependent children, not less than two percent of the
equity shares of the Company: None

In accordance with the provisions of Rule 5(2) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the names
and particulars of the top ten employees in terms
of remuneration drawn and of the aforementioned
employees form part of the Directors' / Board's Report
as an annexure. However, in terms of the provisions of
Section 136(1) of the Companies Act, 2013 read with the
rule, the Directors'/ Board's Report is being sent to all
shareholders/ members of the Company excluding the
same. The said information is available for inspection
at the registered office of the Company during the
working hours.

Any shareholder/ member interested in obtaining a
copy of the annex may write to the Company Secretary.
Disclosures on managerial remuneration in terms of Rule
5(1) of the aforesaid Rules are annexed to this Report.

The members are also informed that this Report is to be
considered as an abridged report to the extent of the
aforesaid exclusion only and all other information as
required under applicable law form part of this Report
without any exclusion.

General Disclosure

During the year, there were no transactions requiring
disclosure or reporting in respect of matters relating to:

a. issue of equity shares with differential rights as to
dividend, voting or otherwise;

b. raising of funds through preferential allotment or
qualified institutions placement;

c. instance of one-time settlement with any bank or
financial institution.

Acknowledgements

Your Directors place on record their sincere thanks and
appreciation for the continuing support of financial
institutions, banks, vendors, clients, investors, Central
Government, State Governments and other regulatory
authorities. The Directors also place on record their
heartfelt appreciation for the commitment and dedication
of the employees of the Company across all the levels who
have contributed to the growth and sustained success of
the Company.

For and on behalf of the Board of Directors

Rajesh Mittal

Place: Kolkata Chairman cum Managing Director

Date: April 28, 2026 DIN: 00240900