Your Directors have the pleasure in presenting the 12^th Annual Report on the business and operations of the
Company along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the
financial year ended March 31,2025.

Financial Highlights (h in crores)

Operations and State of Affairs of the
Company (on standalone basis)

During the year under review, revenue grew 3.9% to
H2,206.9 crores from H2,123.5 crores in the previous
year. Profit After Tax declined by 22.8% to H112.6
crores from H145.9 crores in the previous year.

Laminates and allied products which contributed
84.7% of the total revenue grew 0.7% to H1,869.6
crores from H1857.1 crores in the previous year.

The Decorative Veneer business revenue declined
by 9.6% to H113.5 crores in FY 2024-25 from H125.5
crores in the previous financial year.

The Engineered Wooden Flooring business revenue
grew 8.7% to H55.4 crores from H51.0 crores in the
previous year.

The Engineered Wooden Doors business revenue
grew 44%to H46.1 crores from H32.0 crore in the
previous year.

Plywood business revenue grew 111.2% to H122.3
crores from H57.9 crores in the previous financial year.

The highlight of your Company's performance during
the last financial year was that the Company protected
its credit rating AA- (Stable) from Care Ratings Limited
and AA- (Negative) from ICRA Limited.

Consolidated Financial Statements

During the year under review, consolidated
revenues grew 11.4% to H2,569.3 crore compared
to H2,306.3 crore in FY 2023-24, despite the senior
management bandwidth being largely focused on
project commissioning to lead the company into the
future. The revenue growth in percentage terms was
higher than the corresponding sectoral growth and
the national economic growth in percentage terms.
However, the Profit After Tax declined by 50.5% to
H68.3 crores from H138.0 crores in the previous year
owing to lower EBITDA margin, higher depreciation
and increased interest expenses.

Laminate and Allied product which contributed
86.7% of the total revenue grew 9.2% to H2,226.4
crores from H2,039.7 crores in the previous year.

The Decorative Veneer business revenue declined
by 9.6% to H113.5 crores in FY 2024-25 from H125.5
crores in the previous financial year.

The Engineered Wooden Flooring business revenue
grew 8.6% to H55.6 crores from H51.2 crores in the
previous year.

The Engineered Wooden Doors business revenue
grew 44%to H46.1 crores from H32.0 crore in the
previous year.

Plywood business revenue grew 111.2% to H122.6
crores from H57.9 crores in the previous financial year.

The Company's newly commercialized chipboard
business under its wholly owned subsidiary 'Greenlam
Limited' registered total revenue of H5.1 crore during
the year under review.

Your company recorded 14.8% growth in international
revenue to H1177.8 crores as against H1026.3 crores in
the previous year.

Despite the muted demand, the company
maintained its market share across product categories
by capitalizing on the switch from unorganised
product preference to organised sector brands. The
company's price realizations, value mix, gross profit,
and raw material costs remained stable, affirming the
company's pricing discipline.

Given the vast international mix of countries, some
markets performed better than others; overall, the
international markets experienced stagnation. In
Europe, including the UK, the company gained
market share. The US market growth remained flat.
The company invested in new countries (Spain,
Germany, Italy, Malaysia, Egypt and parts of Africa),
warehouses, offices, and subsidiaries. Your Company
spent on building its international exposure; some of
these expenses were marked by typical upfront and
temporary losses, which are expected to yield positive
returns in future. The international opportunity
is widening as manufacturing is becoming more
expensive in global markets.

Your Company also intensified its efforts in the area
of new product launch, team capacity building,
product specification and market penetration as a
result of which your Company continued to expand
its presence for laminates and allied products as well
as other categories.

Pursuant to Section 129(3) of the Companies Act,
2013, the Consolidated Financial Statements of the
Company prepared in accordance with Section
133 of the Companies Act, 2013 read with Rule 7 of
the Companies (Accounts) Rules, 2014 and Indian
Accounting Standard 110 on Consolidated Financial
Statements are provided in the Annual Report.

Dividend

Your Directors recommended a final dividend
of Re. 0.40/- per equity share on the Company's
25,51,47,702 equity shares of HI .00 each (40%) for
the financial year 2024-25 in its meeting held on May
30, 2025. The final dividend on the equity shares, if
declared as above, would entail a total outflow of
H10.21 crores. 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. The
Dividend Distribution Policy of the Company can be
accessed at https://www.greenlamindustries.com/
pdf-file/dividend-distribution-policy.pdf.

Transfer to Investor Education and
Protection Fund

Pursuant to Section 124(6) and Section 125 of the
Companies Act, 2013 read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
and amendments thereto ("IEPF Rules"), the Company
has transferred the unpaid or unclaimed dividend for
the financial years 2016-17 amounting to H28,572
to Investor Education and Protection Fund ("IEPF
Authority") established by the Central Government
within the specified due date. Additionally, 690
equity shares in respect of which dividend has not
been paid/claimed for a period of seven consecutive
years or more shall also be transferred in the name of
IEPF Authority.

Outlook and Expansion

Your Company's outlook remains favourable on
account of continuous processes strengthening,
growing brand popularity, customer shift from
unorganised to organised market coupled with
support from employees, shareholders, creditors,
consumers, distributors, dealers and lenders and
other stakeholders. The Company's vision is to
broad-base its product portfolio towards a one-stop
solution and position itself as an integrated surface
and solution provider. The Company's vision is to
emerge as the world's leading Laminate Company
and a leader in one wood panels space in India. The
Company's pan-India distribution network ensures
an easy availability of products in almost every part

of India. The Company enjoys a presence in over
120 countries, either directly or through its overseas
subsidiaries and step-down subsidiaries.

Increasing urbanisation, growing nuclearisation,
aspiration to enhance the quality of residential
workplace, urban development programmes
(Housing for All and Smart Cities Mission), tourism
and hospitality growth are expected to catalyse the
demand for the Company's product.

The Company will continue to leverage its position as
one of the largest manufacturers of laminates in the
country to grow attractively.

During the year under review, Greenlam Limited
(formerly Greenlam South Limited), a wholly owned
subsidiary of the Company ("GL") commenced
commercial production of Chipboard at its
manufacturing facility located in Naidupeta, Andhra
Pradesh with effect from January 23, 2025. The said
manufacturing facility has an installed production
capacity of 2,92,380 cubic meters per annum and
has potential to generate revenue up to H750 Crores
annually at full capacity utilization.

During the year under review, GREENLAM
INDUSTRIES SDN. BHD was incorporated in Malaysia
on May 03, 2024 to carry out, inter alia, the business of
distributor and wholesaler of high pressure laminates
and other paper/wood based products. Greenlam
Asia Pacific Pte. Ltd. holds 100% shareholding in
the said Malaysian Subsidiary and accordingly, the
said Malaysian Subsidiary has become a step-down
subsidiary of the Company upon its incorporation.

During the year under review, Greenlam Overseas
Bengal Limited was incorporated in Bangladesh on

September 25, 2024 ("Bangladesh Subsidiary") , to
carry out, inter alia, the business of distributor and
wholesaler of high pressure laminates and other
paper/wood based products. The Company holds
99.9% shareholding in Bangladesh Subsidiary.

During the year under review, GRLAM TRADING"
("Egypt Subsidiary") was incorporated in Egypt
on November 04, 2024, to carry out, inter alia, the
business of distributor and wholesaler of high
pressure laminates and other paper/wood based
products. The Company holds 100% shareholding in
Egypt Subsidiary.

During the year under review, Greenlam Industries

S.L" (Spain Subsidiary) was incorporated in Spain on
November 6, 2024, under Greenlam Asia Pacific Pte.
Ltd., a wholly owned subsidiary of the Company in
Singapore, to carry out, inter alia, the business of
distributor and wholesaler of high pressure laminates
and other paper/wood based products. Greenlam
Asia Pacific Pte. Ltd. holds 100% shareholding in
the Spain Subsidiary and accordingly, the Spain
Subsidiary has become a step-down subsidiary of the
Company upon its incorporation.

During the year under review, "Greenlam GmbH"
(Germany Subsidiary) was incorporated in Germany
on February 03, 2025, under Greenlam Asia Pacific
Pte. Ltd., a wholly owned subsidiary of the Company
in Singapore, to carry out, inter alia, the business of
distributor and wholesaler of high pressure laminates
and other paper/wood based products. Greenlam
Asia Pacific Pte. Ltd. holds 100% shareholding in the
Germany Subsidiary and accordingly, the Germany
Subsidiary has become a step-down subsidiary of the
Company upon its incorporation.

Credit Rating

Following are the credit ratings obtained during the financial year 2024-25:

Subsidiaries and its Performance

As on March 31,2025, the Company has following 16
(Sixteen) subsidiaries and step-down subsidiaries :

1. Greenlam Limited, India

2. Greenlam America, Inc. USA

3. Greenlam Asia Pacific Pte. Ltd., Singapore

4. Greenlam Asia Pacific (Thailand) Co., Ltd., Thailand

5. Greenlam Holding Co., Ltd., Thailand

6. PT. Greenlam Asia Pacific, Indonesia

7. Greenlam Europe (UK) Limited, UK

8. Greenlam Decolan SA, Switzerland

9. PT. Greenlam Indo Pacific, Indonesia

10. Greenlam Rus LLC, Russian Federation

11. Greenlam Poland Sp. Z.o.o, Republic of Poland

12. Greenlam Industries SDN. BHD., Malaysia

13. Greenlam Overseas Bengal Limited, Bangladesh

14. GRLAM Trading, Egypt

15. Greenlam Limited S.L., Spain

16. Greenlam Gmbh, Germany

During the year under review, Greenlam Limited
(formerly Greenlam South Limited), a wholly owned
subsidiary of the Company ("GL"), commenced
commercial production of Chipboard at its
manufacturing facility located in Naidupeta, Andhra
Pradesh with effect from January 23, 2025. The said
manufacturing facility has an installed production
capacity of 2,92,380 cubic meters per annum and
has potential to generate revenue up to H750 Crores
annually at full capacity utilization.

Greenlam Asia Pacific Pte. Ltd., Singapore subsidiary,
is engaged in the business of trading high-
pressure decorative laminates and allied products.
Greenlam America, Inc., USA subsidiary, is engaged
in the marketing and distribution of high-pressure
laminates and allied products in North America and
South America.

Further, UK step-down subsidiary Greenlam Europe
(UK) Limited is engaged in the business of marketing
and distribution of high-pressure laminates and
allied products, engineered wooden flooring
and engineered wooden door sets in the United
Kingdom. Two Thai step-down subsidiaries Greenlam
Asia Pacific (Thailand) Co., Ltd. and Greenlam Holding
Co., Ltd. are engaged in the business of marketing
and distribution of high-pressure laminates and
allied products in Thailand. One Indonesian step-
down subsidiary PT. Greenlam Asia Pacific is engaged
in the manufacturing of promotional material i.e.
catalogues, sample folders, chain sets, wall hooks and
A4 size samples and another Indonesian step-down
subsidiary PT Greenlam Indo Pacific is carrying out,
inter alia, the business of distributor and wholesaler
of laminates and allied products. Greenlam Decolan
SA, Switzerland step down subsidiary, is engaged in
the business of marketing and distribution of high
pressure laminates and allied products. Limited
Liability Company Greenlam Rus (abbreviated name
being "Greenlam Rus LLC"), step down subsidiary
in Russian Federation, and Greenlam Poland SpoJka
zograniczong odpowiedzialnoscig" (abbreviated
name being "Greenlam Poland Sp. z.o.o"), step down
subsidiary in the Republic of Poland, are carrying out,
inter alia, the business of marketing of high pressure
laminates and allied products.

During the year under review, GREENLAM
INDUSTRIES SDN. BHD was incorporated in Malaysia
on May 03, 2024 to carry out, inter alia, the business of
distributor and wholesaler of high pressure laminates
and other paper/wood based products. Greenlam
Asia Pacific Pte. Ltd. holds 100% shareholding in
the said Malaysian Subsidiary and accordingly, the
said Malaysian Subsidiary has become a step-down
subsidiary of the Company upon its incorporation.

During the year under review, Greenlam Overseas
Bengal Limited was incorporated in Bangladesh on
September 25, 2024 ("Bangladesh Subsidiary") , to
carry out, inter alia, the business of distributor and
wholesaler of high pressure laminates and other

paper/wood based products. The Company holds
99.9% shareholding in Bangladesh Subsidiary.

During the year under review, GRLAM TRADING"
("Egypt Subsidiary") was incorporated in Egypt
on November 04, 2024, to carry out, inter alia, the
business of distributor and wholesaler of high
pressure laminates and other paper/wood based
products. The Company holds 100% shareholding in
Egypt Subsidiary.

During the year under review, Greenlam Industries
S.L" (Spain Subsidiary) was incorporated in Spain on
November 6, 2024, under Greenlam Asia Pacific Pte.
Ltd., a wholly owned subsidiary of the Company in
Singapore, to carry out, inter alia, the business of
distributor and wholesaler of high pressure laminates
and other paper/wood based products. Greenlam
Asia Pacific Pte. Ltd. holds 100% shareholding in
the Spain Subsidiary and accordingly, the Spain
Subsidiary has become a step-down subsidiary of the
Company upon its incorporation.

During the year under review, "Greenlam GmbH"
(Germany Subsidiary) was incorporated in Germany
on February 03, 2025, under Greenlam Asia Pacific
Pte. Ltd., a wholly owned subsidiary of the Company
in Singapore, to carry out, inter alia, the business of
distributor and wholesaler of high pressure laminates
and other paper/wood based products. Greenlam
Asia Pacific Pte. Ltd. holds 100% shareholding in the
Germany Subsidiary and accordingly, the Germany
Subsidiary has become a step-down subsidiary of the
Company upon its incorporation.

Pursuant to Section 129(3) of the Companies Act,
2013 read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features
of standalone financial statements of subsidiaries in
Form AOC-1 is attached as "Annexure- I"

As required under Rule 8(1) of the Companies
(Accounts) Rules, 2014, the Director's Report has
been prepared based on Standalone Financial
Statements. During the financial year 2024-25, the net
contribution of all the subsidiaries to the Company's
consolidated total income, profits before tax (PBT)
and profits after tax (PAT) is 13.31 %, (43.24)% and
(64.77)% respectively. The standalone turnover, PBT
and PAT of each subsidiary are given in Form AOC-1.

In accordance with the fourth proviso of Section
136(1) of the Companies Act, 2013, the Annual Report
of the Company, containing therein its Standalone
and the Consolidated Financial Statements would
be placed on the website of the Company at www.
greenlamindustries.com. Further, as per provisions of
the said Section, audited/unaudited Annual Accounts
of each of the subsidiary companies would also be
placed on the website of the Company at www.
greenlamindustries.com. Shareholders interested
in obtaining a soft copy of the Annual Accounts of
the subsidiary companies may write to the Company
Secretary at the Company's Registered and Corporate

office or may drop a mail at investor.relations@
greenlam.com.

In terms of the Regulation 46(2)(h) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the policy for determining material
subsidiaries is placed on the website of the Company
at www.greenlamindustries.com.

Based on the financial statements for the financial
year ended March 31, 2024, Greenlam Limited
(formerly called as Greenlam South Limited) is
considered as the material subsidiary of the Company
in terms of the provisions of Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, for the Financial Year 2024-25.
The Secretarial Audit Report of Greenlam Limited
(formerly Greenlam South Limited) in Form MR-3 for
the financial year ended March 31, 2025, is annexed
to the report as "Annexure-VIII".

Transfer to General Reserve

The Board of Directors at their meeting held on
May 30, 2025. proposed to transfer H5 crore to the
General Reserve.

Directors

As on March 31, 2025, the Board of the Company
comprises of 8 (eight) directors, consisting of
the following;

• One Non-Executive Promoter Chairman

• Two Executive Promoter Directors

• Five Non-Executive Directors which includes

Four Independent Directors and One Non
Executive Non Independent Director

During the financial year 2024-25, based upon the
recommendation of Nomination, Remuneration
& Compensation Committee, Board of Directors
and approval of members of the Company,
Mr. Sandip Das (DIN: 00116303) was re-appointed as
an Independent Director of the Company, not liable
to retire by rotation, to hold office for the second
term of five consecutive years commencing from
June 13, 2024 to June 12, 2029 and accordingly, the
Company received the approval of members of the
Company on April 13, 2024 by way of postal ballot
remote e-voting process. In the opinion of the Board
of Directors, Mr. Sandip Das, Independent Director is
a person of integrity and possesses relevant expertise
and experience.

For the financial year 2024-25, the Company has
received declarations from all the Independent
Directors confirming that they meet the criteria of
independence as prescribed under sub-section
(6) of Section 149 of the Companies Act, 2013 read
with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation
16 and 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have
complied with the requirement of inclusion of their
names in the databank of Independent Directors
maintained by Indian Institute of Corporate Affairs.
Further, all the Independent Directors are exempted
from the online proficiency self-assessment test
as per the provisions of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014 except Mr. Yogesh Kapur, who has passed the
online proficiency self-assessment test conducted by
the Indian Institute of Corporate Affairs on September
13, 2020.

In accordance with the provisions of Section 152
of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Shiv Prakash Mittal
(DIN: 00237242) Non-Executive Chairman of the
Company, will retire by rotation at the ensuing Annual
General Meeting and being eligible shall offer himself
for re-appointment.

Members of the Company had approved
appointment of Ms. Matangi Gowrishankar as an
Independent Director of the Company for a period
of 5 (five) consecutive years commencing from the
conclusion of 7^th Annual General Meeting (AGM) held
on August 28,2020 till the conclusion of 12^th AGM of
the Company. Her tenure as an Independent Director
of the Company is valid till the conclusion of 12^th AGM
of the Company. The Nomination, Remuneration and
Compensation Committee (NRC) of the Board of
Directors at its meeting held on May 29, 2025 and
the Board of Directors at its meeting held on May 30,
2025 recommended her re-appointment, not liable
to retire by rotation, for a second term of 5 (five) years
commencing from the conclusion of 12^th AGM of
the Company, and recommended the same to the
Members of the Company for their approval at the
forthcoming AGM by way of special resolution.

The Company has received notice in writing
pursuant to Section 160 of the Companies Act,
2013, from a member proposing the reappointment
of Ms. Matangi Gowrishankar for the office of
independent director under the provisions of Section
149 of the Act for the second term. The Company has
received all statutory disclosures / declarations from
Ms. Matangi Gowrishankar.

Brief resume, nature of expertise, disclosure of
relationships between directors inter-se, details of
directorships and Committee membership held by
her for her proposed reappointment, along with
shareholding in the Company, as required under
Secretarial Standard-2 and Regulation 36 of the SEBI
Listing Regulations, is appended as an Annexure to
the Notice of the ensuing AGM.

During the year under review, Mr. Saurabh Mittal (DIN:
00273917) was re-appointed as Managing Director &
CEO of the Company for a further term of five years
effective from November 11, 2024. Ms. Parul Mittal
(DIN 00348783) was also re-appointed as Whole-

time Director of the Company for a further term of
five years effective from November 11, 2024. The
above re-appointments were made based upon
the recommendation of Nomination, Remuneration
& Compensation Committee, and approval of the
members of the Company.

None of the Directors of your Company are
disqualified under the provisions of Section 164 (1)
and (2) of the Companies Act, 2013 and a certificate
dated May 30, 2025 received from M/s. Ranjeet
Pandey & Associates, Practicing 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 director of
the Companies by SEBI/Ministry of Corporate Affairs
or any such statutory authority is annexed to the
Corporate Governance Report.

Changes in Share Capital

Pursuant to the recommendation of the Board of
Directors at its Meeting held on January 30, 2025 and
approval of shareholders by way of Postal Ballot vide
resolution dated March 10, 2025, your Company has
allotted 12,75,73,851 (Twelve Crore Seventy Five Lakh
Seventy Three Thousand Eight Hundred and Fifty
One) equity shares of Re. 1/- (Rupee One only) each
as fully paid-up bonus equity shares, in the ratio of
1:1, i.e., 1 (One) new fully paid-up equity share of Re.
1/- (Rupee One only) each for every 1 (One) existing
fully paid-up equity share of Re. 1/- (Rupee One
only) each, to the eligible members of the Company
whose names appeared in the Register of Members /
Register of the Beneficial Owners, as on Friday, March
21, 2025, being the 'Record Date'. The Bonus Shares
were issued by capitalizing the capital redemption
reserves and / or securities premium received in cash.
Consequent to the aforesaid allotment, the paid-up
equity share capital of the Company stands increased
to H25,51,47,702/- (Rupees Twenty Five Crore Fifty
One Lakh Forty Seven Thousand Seven Hundred and
Two Only) divided into 25,51,47,702 (Twenty Five
Crore Fifty One Lakh Forty Seven Thousand Seven
Hundred and Two Only) equity shares of HI/- (Rupee
One only) each.

Employees Stock Option Scheme

Based upon the recommendation of Nomination,
Remuneration & Compensation Committee and
Board of Directors of the Company, the approval
of members of the Company was received by way
of remote e-voting postal ballot process on May
21, 2023 for introduction and implementation of
Greenlam Employees Stock Option Scheme, 2023
("ESOS 2023") as well as to create, offer, issue and allot
Employee Stock Options ("ESOPs") from time to time
in one or more tranches, to the eligible employees, for
the benefit of the Employees of the Company and its
subsidiary company(ies).

The Company received In-principle approvals from
Stock Exchanges for listing of upto a maximum of
6,34,963 Equity shares of H1/- each to be allotted
pursuant to ESOS 2023. The Company has not made
any grant of ESOPs till date and accordingly w.r.t
disclosure required under rule 12(9) of Companies
(Share Capital and Debenture Rules), 2014 is not
being provided.

The details of Employee Stock Options pursuant
to Section 62 of the Act read with Rules made
thereunder and Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SEBI SBEB Regulations) are
annexed as "Annexure II"

During the year there were no options granted to the
eligible employees under ESOS 2023. Certificate from
the Secretarial Auditors of the company, confirming
that the schemes have been implemented/ or being
implemented in accordance with the said SEBI SBEB
Regulations, would be placed at the ensuing AGM of
the company for inspection by the members.

Debenture

At the begining of the year, the Company had 990
Secured, Listed, Redeemable, Non-Convertible
Debentures (NCDs) of H10,00,000 each, carrying a
coupon rate of 7.78% p.a. During the year, 140 NCDs
were redeemed on their maturity date. Subsequently,
on September 23, 2024, the Company repurchased
the remaining 850 outstanding NCDs at par plus
accrued interest, in line with the terms of issue. These
were subsequently cancelled as follows:

• 290 NCDs on September 30, 2024, and

• 560 NCDs on October 1, 2024.

As on March 31, 2025, there were no outstanding NCDs.

Key Managerial Personnel

The details of the Key Managerial Personnel of the
Company are provided as under:

During the financial year 2024-25, there was
no change in the Key Managerial Personnel of
the Company.

Meetings of the Board

The Board of Directors of the Company met 5 (five)
times during the FY 2024-25. 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.

Further, no resolution was passed by the Board
of Directors of the Company through circulation
during the year under review in compliance with
the provisions of Section 175 and other applicable
provisions of the Companies Act, 2013.

Performance Evaluation

Pursuant to the provisions of the Companies
Act, 2013 and Regulation 25(3) & (4) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors in their
meeting held on February 10, 2025 have evaluated
the performance of Non-Independent Directors,
Chairperson of the Company after considering the
views of the Executive and Non-Executive Directors,
if any, Board as a whole and assessed the quality,
quantity and timeliness of flow of information
between the Company's Management and the Board.
The Nomination, Remuneration & Compensation
Committee ("NRC") has also carried out evaluation
of performance of every Director of the Company in
their meeting held on May 29, 2025. On the basis of
evaluation made by the Independent Directors and
NRC and by way of individual and collective feedback
from the Non-Independent Directors, 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 Committees of
the Board at its meeting held on May 30, 2025.

The criteria for evaluation is outlined below:

a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, role and functions

- Compliance with Code of Business Ethics
and Code of Conduct of the Company

- Rendering independent and unbiased
opinion and judgements

- Attendance and active participation in
meetings of Board and Committees of the
Board and Members of the Company

- Assistance in implementing corporate
governance practices

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Study of agenda in depth prior to
the Meeting

- Contribution towards the formulation and
implementation of strategy for achieving
the goals of the Company

b. For Executive & Non-Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and
analysis of Risk Reward Scenarios

- Professional Conduct and Integrity

- Sharing of Information with the Board

- Attendance and active participation in the
Board and Committee of the Board and
Meetings of Members of the Company

- Whether difference of opinion was voiced
in the meeting

- Whether Executive Directors were
able to answer the queries raised by
Independent Directors

- Compliance with Code of Business Ethics
and Code of Conduct of the Company

- Assistance in implementing corporate
governance practices

- Independent view on key appointments
and strategy formulation

- Review of integrity of financial information
and risk management

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Assistance in formulation of statutory and
non-statutory policies for the Company

- Ensures implementation of decisions of
the Board

- Ensures compliance with applicable legal
and regulatory requirements

- Alignment of Company's resources and
budgets to the implementation of the
organization's strategic plan

- Creativity and innovations in creating
new products

- Understanding of the business and
products of the Company

c. For Committees of the Board:

- Adequate and appropriate written terms
of reference

- Volume of business handled by the
committee set at the right level

- Whether the committees work in an
'inclusive' manner

- Effectiveness of the Board's Committees
with respect to their role, composition and
their interaction with the Board

- Are the committees used to the best
advantage in terms of management
development, effective decision, etc.

- Attendance and active participation of each
member in the meetings

- Review of the action taken reports and
follows up thereon

d. For Board of Directors as a whole:

- Setting of clear performance objectives and
how well it has performed against them

- Contribution to the testing and
development and strategy

- Contribution towards ensuring robust and
effective risk management

- Composition of the board and its
committees appropriate with the right
mix of knowledge and skills sufficient
to maximize performance in the light of
future strategy

- Effectiveness of inside and outside
Board relationship

- Responding to the problems or crises that
have emerged

- Relationship between Board and its
Committees and between committees
themselves

- Communication with employees and others

- Updation with latest developments in
regulatory environments and the market in
which the Company operates

- Role and functioning of the Board on the
matters pertaining to financial reporting
and internal controls

- Contribution of the Board for ensuring that
the Company adheres to the statutory and
regulatory compliances as applicable to
the Company

The Directors expressed their satisfaction with the
evaluation process.

Audit Committee

As on March 31, 2025, the Audit Committee of the
Company comprised of four Independent Directors
with Mr. Yogesh Kapur as Chairman and Mr. Sandip
Das, Mr. Rahul Chhabra and Ms. Matangi Gowrishankar
as members; one Non Executive Non Independent
Director Mr. Jalaj Ashwin Dani and one promoter

Director Mr. Saurabh Mittal, Managing Director &
CEO of the Company as a member. The Committee,
inter alia, reviews the Financial Statements before
they are placed before the Board, the Internal
Control System and reports of Internal Auditors and
compliance of various Regulations. The brief terms
of reference of the Committee and the details of the
Committee meetings are provided in the Corporate
Governance Report.

Nomination, Remuneration and
Compensation Committee

As on March 31,2025, the Nomination, Remuneration
& Compensation Committee ("NRC") comprised three
Independent Directors—Mr. Sandip Das (Chairman),
Ms. Matangi Gowrishankar, and Mr. Yogesh Kapur—
and one Non-Executive, Non-Independent Director,
Mr. Jalaj Ashwin Dani. During the financial year, the
NRC was reconstituted, with Mr. Jalaj Ashwin Dani
and Mr. Yogesh Kapur were inducted as members
effective May 28, 2024, and September 13, 2024,
respectively. Following the reconstitution, there
was no further change in the composition of the
Committee. The NRC inter alia, identifies persons who
are qualified to become directors and who may be
appointed in senior management. The brief terms
of reference of the NRC Committee and the details
of the NRC meetings are provided in the Corporate
Governance Report.

Stakeholders' Relationship Committee

As on March 31, 2025, the Stakeholders' Relationship
Committee ("SRC") comprises of three directors,
Mr. Rahul Chhabra, Independent Director as
Chairman, Mr. Yogesh Kapur, Independent Director
and Mr. Saurabh Mittal, Managing Director & CEO
of the Company as members. During the financial
year, SRC was reconstituted wherein Mr. Shiv Prakash
Mittal, Non Executive Non Independent Director
ceased as Chairman of the SRC and Mr. Rahul
Chhabra was inducted as Chairman of the SRC with
effect from May 28, 2024. The Committee, inter alia,
reviews the grievance of the security holders of the
Company and redressal thereof. The brief terms of
reference of the Committee and the details of the
Committee meetings are provided in the Corporate
Governance Report.

Risk Management & ESG Committee

As on March 31, 2025, the Risk Management & ESG
Committee ('RMEC') comprises of two Executive
Directors Mr. Saurabh Mittal, Managing Director &
CEO of the Company as Chairman and Ms. Parul
Mittal, Whole time Director of the Company as
Member, two Independent Directors Mr. Sandip
Das and Mr. Yogesh Kapur as Members, one Non¬
executive Non Independent Director- Mr. Jalaj
Ashwin Dani as member, Mr. Ashok Kumar Sharma,
Chief Financial Officer as Member, Mr. BL Sharma,
Head of Manufacturing as Member and Mr. Devendra

Gupta, Senior Vice President - Purchase as Member.
During the year under review there was no change
in composition of the RMEC. The RMEC, inter alia,
identifies and monitors the key risk elements
associated with business of the Company. The
brief terms of reference of the Committee and the
details of the Committee meetings are provided
in the Corporate Governance Report. Further,
Mr. Vijay Kumar, Vice President - Internal Audit, was
acting as Chief Risk Officer of the Company to liaise
between the risk owners and the Risk Management
& ESG Committee.

Corporate Social Responsibility

Committee

As on March 31, 2025, the Corporate Social
Responsibility Committee (CSR Committee)

comprises of three Independent Directors viz.
Ms. Matangi Gowrishankar as Chairperson and
Mr. Sandip Das and Mr. Rahul Chhabra as members
and one Executive Director viz. Ms. Parul Mittal,
Whole time Director of the Company as member.
During the year under review there was no change in
composition of the CSR. The brief terms of reference
of the CSR Committee and the details of the CSR
Committee meetings are provided in the Corporate
Governance Report.

Vigil Mechanism

Pursuant to the provisions ofSection 177(9) & (10) ofthe
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company has framed a 'Whistle Blower Policy'
to establish Vigil Mechanism for directors and
employees to report genuine concerns. The policy is
revised from time to time to align it with applicable
regulations or organisations suitability. The latest
policy is available on the website of the Company and
the web link of the same is provided in the Corporate
Governance Report. This policy provides a process
to disclose information, confidentially and without
fear of reprisal or victimization, where there is reason
to believe that there has been serious malpractice,
fraud, impropriety, abuse or wrongdoing within the
Company. The Company ensures that no personnel
have been denied access to the Chairperson of the
Audit Committee.

Risk Management

The Company has put in place a risk management
policy in order to, inter alia, ensure the proper risk
identification, evaluation, assessment, prioritization,
treatment, mitigation and monitoring. Further, the
risk management policy also provides a demarcation
of the role of the Board of Directors, Audit Committee
and Risk Management & ESG Committee for the
purpose of effective Risk Management.

The Company follows a practice of identification of
various risks pertaining to different businesses and

functions of the Company through Independent
Agency from time to time.

Major risk elements associated with the businesses
and functions of the Company have been identified
and are being addressed systematically through
mitigating actions on a continuing basis.

The Audit Committee and Risk Management & ESG
Committee under the supervision of the Board,
periodically review and monitor the steps taken by
the Company to mitigate the identified risk elements.

Statement in respect of adequacy
of Internal Financial Controls with
Reference to the Financial Statements

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 controls of the Company with regard to the
following:-

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 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.

Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR
Committee) has formulated and recommended to
the Board, a Corporate Social Responsibility Policy
(CSR Policy) indicating the activities to be undertaken
by the Company, which has been approved by
the Board. The CSR Policy may be accessed on

the Company's website at the link https://www.
areenlamindustries.com/investor/companv-policv.
html

The Average Net Profits of the Company for the last
three financial years was H 1,49,81,53,176.60/- and
accordingly the prescribed CSR expenditure during
the financial year 2024-25 was H2,99,67,000/- (i.e. 2%
of the Average Net Profits of the Company for the last
three financial years). The Company has spent a total
of H3,18,03,946 towards CSR activities for financial
year 2024-25, resulting in an excess expenditure of
H18,36,945. The overspent of H18,36,945 will be carried
forward and adjusted against the CSR obligations of
the Company during next three financial years as per
the approval received from the Board of Directors
of the Company in accordance with the applicable
compliance under Section 135 of the Companies
Act, 2013.

Pursuant to Rule 9 of the CSR Rules, the composition
of the CSR Committee and CSR Policy and Projects
approved by the Board are available on the website
of the Company at www.greenlamindustries.com.

The Annual Report on CSR activities is annexed as
"Annexure-III" to this Report.

Policy on Nomination and Remuneration

The summary of Remuneration Policy of the
Company prepared in accordance with the
provisions of Section 178 of the Companies Act,
2013 read with Regulation 19 and also read with
Part D of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
is provided in the Corporate Governance Report.
The Remuneration Policy is approved by the Board
of Directors and is uploaded on the website of the
Company. The web link to the Remuneration Policy is
as under: https://www.greenlamindustries.com/pdf-
file/Remuneration-Policy.pdf

Particulars of contracts or arrangements
with related parties

The related party transactions that were entered into
during the financial year 2024-25, were on an arm's
length basis and in the ordinary course of business.
During the year under review, the Company has not
entered into any arrangement / transaction with
related parties which could be considered as material
in accordance with Section 188 (1) of the Companies
Act, 2013 read with rule 15 of Companies (Meeting
of Board and its Power) Rules 2014. The particulars
of contracts or arrangements with related parties
in Form AOC-2 as required under Section 134(3)(h)
of the Companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 is annexed
herewith as "Annexure-IV". There are no materially
significant related party transactions entered into by
the Company which may have potential conflict with
the interest of the Company. The Board has approved

a Policy on Materiality of Related Party Transactions
and on Dealing with Related Party Transactions
which has been uploaded on the Company's
website. The web-link to Policy on Materiality of
Related Party Transactions and on Dealing with
Related Party Transactions as required under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is as under:

https://www.greenlamindustries.com/pdffile/

Policv%20on%20Materialitv%20of%20Related%20

Party%20Transactions%20and%20on%20

Dealing%20with%20Related%20Party%20

Transactions.pdf

Directors' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read
with Section 134(5) of the Companies Act, 2013, the
Directors state that:

a) In preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable Accounting Standards have been
followed along with proper explanation relating
to material departures;

b) The Directors have selected such Accounting
Policies as listed in the Financial Statements and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give true and fair view of the state of
affairs of the Company at the end of the financial
year as on March 31, 2025 and of the profits of
the Company for that period;

c) The Directors have taken proper and sufficient
care for 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;

d) The Directors have prepared the annual accounts
on a going concern basis;

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

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

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the
Companies Act, 2013, the maintenance of Cost
Records as specified by the Central Government is
not required by the Company and accordingly such
accounts and records are not made and maintained
by the Company.

Material Changes

There have been no other material changes and
commitments affecting the financial position of the
Company since the close of financial year ended
March 31,2025 and to the date of this report and it is
hereby confirmed that there has been no change in
the nature of business of the Company.

Insurance

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

Public deposits

During the period under review, the Company did
not invite or accept any deposits from the public in
terms of Chapter V of the Companies Act, 2013.

Listing of Shares & Debenture

The Equity Shares of the Company are listed on BSE
Limited ('BSE') with scrip code No. 538979 and on
National Stock Exchange of India Limited ('NSE') with
scrip symbol GREENLAM. The Company confirms
that the annual listing fees to the concerned stock
exchange(s) for the financial year 2025-26 has been
duly paid.

Pursuant to the recommendation of the Board of
Directors at its Meeting held on January 30, 2025 and
approval of shareholders by way of Postal Ballot vide
resolution dated March 10, 2025, your Company has
allotted 12,75,73,851 (Twelve Crore Seventy Five Lakh
Seventy Three Thousand Eight Hundred and Fifty
One) equity shares of Re. 1/- (Rupee One only) each
as fully paid-up bonus equity shares, in the ratio of
1:1, i.e., 1 (One) new fully paid-up equity share of Re.
1/- (Rupee One only) each for every 1 (One) existing
fully paid-up equity share of Re. 1/- (Rupee One
only) each, to the eligible members of the Company
whose names appeared in the Register of Members /
Register of the Beneficial Owners, as on Friday, March
21, 2025, being the 'Record Date. Consequent to the
aforesaid allotment, the paid-up equity share capital
of the Company stands increased to H25,51,47,702/-
(Rupees Twenty Five Crore Fifty One Lakh Forty Seven
Thousand Seven Hundred and Two Only) divided
into 25,51,47,702 (Twenty Five Crore Fifty One Lakh
Forty Seven Thousand Seven Hundred and Two Only)
equity shares of Re. 1/- (Rupee One only) each. The
Bonus Shares were issued by capitalizing the capital
redemption reserves and / or securities premium
received in cash. The said bonus shares got listed on
both BSE and NSE on March 25, 2025.

Loans, Guarantees and Investments
under Section 186 of the Companies
Act, 2013

Details of Loans granted, Guarantees given, and
Investments made during the year under review,
covered under the provisions of Section 186 of

the Companies Act, 2013 are given in the Financial
Statements of the Company forming part of this
Annual Report.

Auditors and their Report

(a) Statutory Auditors:

As per provisions of Section 139 of the
Companies Act, 2013, the shareholders of the
Company at the 11^th Annual General Meeting
(AGM) held on July 31, 2024, approved the
re-appointment of M/s. S.S. Kothari Mehta &
Company LLP, Chartered Accountants (ICAI
Firm Registration No. 000756N/ N500441) as the
Statutory Auditors of the Company for a second
term of 5 years from the conclusion of 11^th AGM
held in year 2024 till the conclusion of 16^th AGM
to be held in year 2030.

The Statutory Auditors' Report on the Standalone
and Consolidated Financial Statements of the
Company for the financial year ended March 31,
2025 forms part of this Annual report.

(b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and rules framed
thereunder, Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and other applicable laws,
the Board of Directors re-appointed M/s. Ranjeet
Pandey & Associates, Practising Company
Secretaries, New Delhi (Membership No.5922,
CP No.-6087), to carry out the Secretarial
Audit of the Company for the Financial Year
2024-25. The Secretarial Audit Report for the
financial year ended March 31, 2025 given by
Secretarial Auditors is annexed to this Report as
"Annexure-V".

(c) Cost Auditors:

Your Company was not required to appoint the
Cost Auditor for the financial year ended March
31, 2025.

(d) Internal Auditor:

Mr. Vijay Kumar has been appointed as the
Internal Auditor of the Company to carry
out internal audit of branches, offices and
manufacturing units of the Company.

The Audit Committee quarterly reviews the Internal
Audit reports.

Response to Auditors' Remarks

There is no qualification, reservation, adverse remark
or disclaimer by the Statutory Auditors in their
Statutory Audit Report.

There is no qualification, reservation, adverse remark
or disclaimer by the Secretarial Auditors in the
Secretarial Audit Report.

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.greenlamindustries.com.

Corporate Governance Report

A detailed Report on Corporate Governance for
the financial year 2024-25, pursuant to the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and an Auditors' Certificate on
compliance with the conditions of Corporate
Governance is annexed to this report.

Management Discussion and Analysis
Report

The Management Discussion and Analysis Report
for the financial year 2024-25, pursuant to the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is given as a separate statement in
the Annual Report.

Business Responsibility and
Sustainability Report

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 is attached and forms part
of the Annual Report.

CEO and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the CEO and CFO certification as
specified in Part B of Schedule II thereof is annexed
to the Corporate Governance Report. The Managing
Director & CEO and the Chief Financial Officer of
the Company also provide quarterly certification on
Financial Results while placing the Financial Results
before the Board in terms of Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Code of Conduct for Directors and Senior
Management Personnel

The Code of Conduct for Directors and Senior
Management Personnel is posted on the Company's
website. The Managing Director & CEO of the
Company has given a declaration that all Directors
and Senior Management Personnel concerned have
affirmed compliance with the code of conduct with

reference to the financial year ended on March 31,
2025. The declaration is annexed to the Corporate
Governance Report.

Disclosure regarding compliance of
applicable Secretarial Standards

The Company has complied with all the mandatorily
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.

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings
and Outgo

The information required under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, is annexed
herewith as "Annexure-VI".

Particulars of Employees

The information required under Section 197(12)
of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed
herewith as "Annexure-VII"

Fraud Reporting

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

Constitution of Internal Complaints
Committee

Pursuant to the requirement under Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, an Internal
Complaints Committee has been duly constituted
by the Company and the composition of the same is
disclosed in the Anti-Sexual Harassment Policy which
is posted on the website of the Company under the
link https://www.greenlamindustries.com/pdf-file/
Anti-Sexual-Harassment-Policy.pdf

Disclosures under Sexual Harassment
of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013

No case was filed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 during the year under review.

Details of significant and material
orders passed by the regulators/courts/
tribunals impacting the going concern
status and the Company's operations
in future

During the period under review, there were no
significant and material orders passed by any
regulator/court/tribunal impacting the going
concern status and the Company's operations
in future.

For and on behalf of the Board of Directors
Greenlam Industries Limited

Saurabh Mittal Parul Mittal

Place: New Delhi Managing Director & CEO Whole-time Director

Date: May 30, 2025 [DIN: 00273917] [DIN: 00348783]