Your Directors are pleased to present the Eighth Annual Report together with the Audited Statement of Accounts
for the year ended 31st March 2025.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under:

OPERATIONAL REVIEW:

The highlights of the Company's standalone performance are as under:

• The Total Income of the Company during the year under review increased by 10.92%
from Rs. 4842.99 lakhs to Rs. 5372.04 lakhs.

• The Profit before Depreciation, Interest & Tax (PBDIT) decreased by 9.41% from
Rs. 461.70 Lakh in the previous year to Rs. 418.25 Lakh.

• There has been 82.61% decrease in the profit in the Company as compared to profit
in the previous year of Rs. 9.49 Lakh to profit of Rs. 1.65 lakhs in current financial
year.

DIVIDEND:

There being no sufficient profits during the year, keeping in view to further improve the capacity utilization and

consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further

improvement. The Board regrets its inability to recommend any dividend.

SHARE CAPITAL:

The paid up equity capital as on March 31,2025 was f 5,56,62,500. The Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity during the year.

The Shares of the Company was listed of the stock exchanges viz. BSE & NSE.

FINANCE:

Cash and cash equivalents and bank balances as at March 31,2025 was ? 39.54 lakhs. The company contin¬
ues to focus on judicious management of its working capital, Receivables, inventories and other working capital
parameters were kept under strict check through
continuous monitoring.

FIXED DEPOSITS:

During the financial year under review, the company did not accept any deposits covered under chapter V of the
Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

There were no Loans, Guarantees and Investments covered under Section 186 of the
Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial
statements.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year, there has been no change in the business of the company or in the nature of business
carried by the Company during the financial year under review.

MATERIAL CHANGE AND COMMITMENT

There have been no material changes and commitments affecting the financial position of the Company
between the close of the year till the date of this report. There has been no change which affect the financial
position of the Company.

As such there is no significant and material order by the regulator/court/tribunal/ impacting the going concern
status and the Company operation in future.

CREDIT RATING

There is no credit rating of the Company done during the financial year 2024-25.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its opera¬
tions. The Company has in-house Internal Auditor. To maintain its objectivity and independence, the Internal
Auditor function reports to the Chairman of the Audit Committee of the Board & Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company,
its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based
on the report of internal audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and recommendations along with corrective
actions thereon are presented to the Audit Committee of the Board.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo,
as required to be disclosed under the Act, are provided in Annexure “A” to this Report.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all
levels.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITY

The Company is not liable for any CSR as per Section 135 of the Companies Act 2013.

DIRECTORS & KEY MANAGERIAL PERSON:

Re-appointment of Independent Director:

During the year, the Board of Director's, on the recommendations of the Nomination and Remuneration Commit¬
tee (‘NRC'), in its meeting held on November 14, 2024 approved and recommended to the shareholders for their
approval, the re-appointment of Ms. Akshatha Rai (DIN: 00652797) as Women Independent Director, Mr. . Kukke-
halli Raviraj Hegde (DIN: 08693808) of the Company, not liable to retire by rotation, to hold office for a second
term of five (5) consecutive years February 11,2025, to February 10, 2030. The Company received the approval
of the members of the Company on February 24, 2025, by way of Postal Ballot, for the re-appointment of above
Independent Directors of the Company.

Director liable to Retire by Rotation

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the
Company, one-third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may
offer themselves for reappointment at every AGM. Accordingly, one of the Directors, other than an Independent
Director, would be liable to retire by rotation at the ensuing AGM.

Mr. Shyam Daga (DIN: 00561803), Chairman cum Managing Director & CEO of the company, will retire by
rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors,
considered and approved the re-appointment Mr. Neeraj Kumar Mittal (DIN: 00900714), and Mr. Dinesh Kumar
Marda (DIN- 03267281), Independent Directors for the second term of 5 years commencing from 28th Septem¬
ber, 2025 to 27th September, 2030 subject to the approval of the members of the Company at the Annual general
meeting.

Brief resume of the Directors proposed to be appointed/ reappointed, the nature of their expertise in specific func¬
tional areas and the names of the companies in which they hold the directorship and
Chairmanship / Membership of Board Committees etc. are provided in the Notice to Members and report on
Corporate Governance forming part of this Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board/Committee of the Company.

None of the Directors of your Company is disqualified as per provisions of Section 164 of the Companies Act,
2013. The Directors of the Company have made necessary disclosures as required under various provisions of
the Companies Act and SEBI (LODR) Regulation 2015. The Certificate of the CS in practice for the same is
attached to the report as Annexure B.

All independent directors have given declarations that they meet the criteria of independence as laid down under
section 149(6) of the Companies Act, 2013 and as per the requirement of SEBI (LODR) Regulation 2015.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel Director's Report to the Mem¬
bers of the Company as on March 31, 2025 are Mr. Shyam Daga, Managing Director & CEO; Mr. Raju Ram
Prajapat, Chief Financial Officer and Mr. Siva Kiran Mavoori, Company Secretary & Compliance Officer.

CORPORATE GOVERNANCE REPORT:

Our corporate governance report for FY 2024-25 forms part of this Annual Report. The requisite certificate from
the auditors of the Company confirming compliance with the conditions of corporate governance as stipulated
under SEBI LODR is annexed to the corporate governance report.

BOARD EVALUATION

The Company has laid down a process for evaluation of the Board and Committees of Board as also evaluation
of the performance of each of the Directors. The evaluation is conducted and monitored by the Chairperson, Nom¬
ination & Remuneration Committee (NRC) in consultation with the members of the committee. Each of the Direc¬
tors are given a self-assessment Questionnaire, covering degree of fulfillment of their responsibilities, Board
structure and composition, Responsibilities of Committee, effectiveness of the Board process, information and
functioning, Board culture and dynamics, quality of relationship between the Board and Management etc.

The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquain¬
tance with business, communicating inter se board members, effective participation, domain knowledge, compli¬
ance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is incompli¬
ance with applicable laws, regulations and guidelines.

MEETINGS

The board met four times during the financial year, the details of which are given in the corporate governance
report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Compa¬
nies Act, 2013.

FAMILIARISATION PROGRAMME

The details of the familiarization programme undertaken have been provided in the Corporate Governance
Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by the Company, work
performed by the internal, statutory and secretarial auditors and reviews performed by Management in concur¬
rence with the Audit Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during the financial year 2024-25

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowl¬
edge and hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company
at the end of the financial year and of the profit and loss of the company for that period;

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

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year were on an arm's length basis and in
the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing
Regulations. There were no materially significant Related Party Transactions made by the Company during the
year that required shareholders' approval under Regulation 23 of the Listing Regulations. None of the
transactions entered with related parties falls under the scope of Section 188(1) of the Act. Details of transactions
with related parties as required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are provided in Annexure C in Form AOC-2 and forms part of this Report.

There are no materially significant related party transactions that may have potential conflict with interest of the
Company at large.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company at
www.archidplydecor.com. As a part of the mandate under the Listing Regulations and the terms of reference, the
Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its
related parties.

SUBSIDIARY COMPANIES

The Company has no subsidiary company. Further, the Company does not have any joint venture or associate
companies during the year or at any time after the closure of the year and till the date of the report.

EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Company's website and can be
accessed at www.archidplydecor.com .

CODE OF CONDUCT:

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 behavior 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.

VIGIL MECHANISM

Your Company has established a “Vigil Mechanism” for its employees and Directors, enabling them to report any
concerns of unethical behavior, suspected fraud or violation of the Company's ‘Code of Conduct'. To this effect,
the Board has adopted a ‘Whistle Blower Policy', which is overseen by the Audit Committee. The policy provides
safeguards against victimization of the Whistle Blower. Employees and other stakeholders have direct access to
the Chairperson of the Audit Committee for lodging concerns if any, for review. . The Whistle Blower Policy of your
Company is posted on the website of the Company www.archidplydecor.com

STATUTORY AUDITORS

At the 6th Annual General Meeting held on 30th September, 2023, M/s GRV& PK & Co., Chartered Accountants
(ICAI Firm Reg. No. 008099s), were appointed as the Statutory Auditors of the Company for a period of 5 years
up to the conclusion of 11th Annual General Meeting to be held in 2028. In terms of the provisions of Section 139
(1) of the Companies Act, 2013. They have confirmed that they are not disqualified from continuing as Auditors of
the Company.

STATUTORY AUDITOR’S REPORT

The Auditors Report to the Shareholder does not contain any reservation, Qualification or adverse remark. The
observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and
hence do not call for any further comments under Section 134 of the Companies Act, 2013.

During the year under review, there were no material or serious instances of fraud falling within the purview of
Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by
the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are
required to be disclosed under Section 134 (3)(ca) of the Act.

SECRETARIAL AUDIT REPORT

The Board appointed Mr. Rajneesh Sharma Practicing Company Secretary, to conduct Secretarial Audit for the
FY 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith
marked as Annexure D to this Report.

The observation made in the Secretarial Auditors Report are self-explanatory and hence do not call for any further
comments.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being
sought as the ensuing AGM CS Rajneesh Sharma, Practicing Company Secretary (C. P. No. 24210); (Peer
reviewed certificate no. 5544/2024) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit
of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029.30. CS
Rajneesh Sharma, Practicing Company Secretary has confirmed that he is not disqualified to be appointed as a
Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of
Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), and Secretarial Standard on Report
of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India.

BUSINESS RISK MANAGEMENT

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified,
assessed and mitigated appropriately. On the basis of risk assessment criteria of the Company has been
entrusted with the responsibility to assist the Board in

(A) Overseeing and approving the Company's enterprise wide risk management framework; and

(b) Overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an
adequate risk management infrastructure in place, capable of addressing those risks.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regula¬
tions") is presented in a separate section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details 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. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013,
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, forms a part of this report. Considering first proviso to Section 136(1) of the Companies Act, 2013, the
Annual Report, excluding the said information, was sent to the members of the Company and others entitled
thereto. The said information is available for inspection at the registered office of the Company during working
hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information
may write to the Company Secretary in this regard.

EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT AND COMPLIANCE OF THE PROVI¬
SIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimina¬
tion of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion,
caste, colour, language, marital status and sex.

We have zero tolerance for sexual harassment at workplace and have adopted a policy on prevention , prohibition
and redressal of sexual harassment at Work place in line with the provisions of the Sexual Harassment of Women
at Workplace ( Prevention, Prohibition and Redressal) ACT, 2013 and the Rules thereunder for prevention and
Redressal of Complaints of sexual harassment at workplace.

Following complaint related to sexual harassment during the calendar year are as follows:

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed off during the year - Nil

(c) number of cases pending for more than ninety days - Nil

This is to certify and declare that the Company has complied with all the applicable provisions of the Maternity
Benefit Act, 1961 and the rules made thereunder.

COMMITTEES OF THE BOARD

Currently, the board has four Committees: the Audit Committee, the Nomination and Remuneration Committee,
and the Stakeholders Relationship Committee. The majority of the members of these committees are Indepen¬
dent and non-executives.

A detailed note on the composition of the board and other committees is provided in the corporate governance
report section of this annual report.

CEO AND CFO CERTIFICATION

Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Man¬
aging Director &CEO and the Chief Financial Officer also provide quarterly certification on financial results while
placing the financial results before the Board in terms of the Listing Regulations.

LISTING FEES

The Equity shares of the Company are listed on the Stock exchange i.e. BSE & NSE. The annual listing fees has
been paid to the Stock exchange.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

M/s. KFin Technologies Limited (Formerly KFin Technologies Private Limited) is the R&T Agent of the Company.
Their contact details are mentioned in the Report on Corporate Governance.

COST RECORDS

Considering the goods manufactured and services rendered by the Company, the Central Government has not
prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 and
hence, there was no Cost Auditor appointed by the Company during the year under review.

TRANSFER OF SHARES

As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not
be processed unless the securities are held in the dematerialised form with a depository.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of
the Companies Act, 2013;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries;

4. No fraud has been reported by the Auditors to the Audit Committee or the Board;

5. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as
per provisions of Section 54(1)(d) of the Companies Act,2013;

6. No instances of non-exercising of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Companies Act, 2013.

7. The Company does not have any subsidiary, associate or joint venture as on the date of this Report.

8. Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the
Time of one time settlement. There was no instance of onetime settlement with any Bank or Financial
Institution.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, customers, vendors and members during
the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the
committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Shyam Daga
(Chairman)

Place: Bengaluru
Date: 13th August, 2025