Greenply Industries Ltd

To

The Members

Your Directors have pleasure in presenting their 35^th Annual Report on the business and operations of the Company along with the Audited Accounts of the Company for the Financial Year ended March 31, 2025.

A brief summary of the Company's standalone and consolidated financial performance during the year ended March 31,2025, is given below:

(Rs.in lacs)

During the year under review, your Company continued to grow with turnover of Rs. 1,90,113.07 Lakhs as against Rs. 1,75,703.20 Lakhs in the previous year. Profit for the year 2024-2025 was Rs. 10,507.13 lakhs as against Rs. 9,344.55 lakhs in the previous year.

As per the consolidated financial statements, the turnover and profit for the year 2024-2025 were Rs. 2,48,758.14 Lakhs and Rs. 9,172.37 lakhs respectively as against Rs. 2,17,992.09 lakhs and Rs. 5,995.31 lakhs in the previous year.

Your Company remains committed to sustainable growth and have strategically prioritized initiatives to build a strong

and capable team, introduced cutting-edge technologies in the manufacturing process, and enhance the Company's capacities for plywood and allied products.

The company reported profitable growth during a challenging year marked by sluggish offtake and increased resource costs. Despite these challenges, the business reported superior capital efficiency. While your Company encountered challenges such as the rise in timber costs impacting our operating margins, our resilience and focused efforts resulted in satisfactory operational and financial performance. 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 contribute positively to the communities.

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's product line has a wide range of product basket that spans across every price point catering to requirements of premium to mass segment consumers. The Company's extensive product line comprises of plywood, biockboard, MDF, decorative veneer, door and PVC products. The Company has been continuously driving product innovation ensuring a steady supply of safe and better products to its consumers. Now, the wood panel industry in India has matured from commodity to brand, this makes increasingly attractive for branded players like Greenply to grow faster and grow larger.

Your Company continues to retain and reinforce its market share under organised sector with a pan India distribution network comprising of distributors/dealers and retailers. Greenply manufactures specialty plywood for varied applications, including railways, automobiles, and construction-specific architectural structures.

The Company believes that the near-term outlook is positive on account of its wide product portfolio, increased brand visibility and consumer demand. The wood panel segment is one of the major verticals within the interior infrastructure segment. India's real estate sector is the primary catalyst of wood panel productsand remains the key driver of economic growth. 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.

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 an ability to meet the growing demand and maintain the position as one of the leading interior infrastructure companies in India on the back of its core strengths, including innovative capabilities, strong brand presence, established distribution network, and diverse product portfolio. 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.

India's economic outlook for 2025 remains optimistic, driven by strong domestic demand, sound macroeconomic fundamentals, and continued policy support. India has emerged as the fourth-largest furniture market globally. Key growth enablers include the rising demand for modular, space-saving solutions, government support for real estate and affordable housing, and the rapid expansion of e-commerce platforms.

The Indian government introduced a mandatory BIS certification compliance for wood panel products towards the end of the last financial year, 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.

Looking ahead, growth will be supported by urbanization, infrastructure push, and diversified capital flows into emerging segments like data centres, healthcare, and education, positioning the sector for sustained momentum.

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.

The growth trajectory of organized Indian Plywood market is being supported by rising demand across residential and commercial sectors, as well as increasing consumer preference for branded and certified products.

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 the reach and brand presence through various initiatives.

Considering the availability of raw materials and other resources and/or factors and to expand the plywood production capacity of the group in view of near-term demand, Board of Directors of Greenply Industries Limited at its meeting held on 06.02.2025 approved setting-up of a new unit in Tahasil - Semiliguda, Dist. - Kora put, Odisha, India, for manufacturing of plywood and its allied products by the Company's wholly owned subsidiary Greenply Sandila Private Limited.

Further, pursuant to an application filed with Odisha Industrial Infrastructure Development Corporation, Odisha, India, Greenply Speciality Panels Private Limited, Wholly Owned Subsidiary of the Company has received a letter towards allotment of Govt, land measuring an area of Ac.51.500 in Tahasil - Semiliguda, Dist. - Koraput, Odisha, India, for its future expansion.

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. Looking forward, your Company maintains a positive outlook for the plywood, MDF and allied product segment driven by the growth in the residential and commercial constructions, rapid urbanization and consumer shift towards branded products. This will be driven by consumer shift towards branded and eco-friendly products, rising affordability and urbanisation. The Company is optimistic about increasing its revenue and market share in the organized plywood and allied products market. Despite challenges relating to volatility in raw material costs, the Company is confident of managing the situation and maintain its growth trajectory.

Presently, your Company has one overseas wholly owned subsidiary viz. Greenply FHoldings Pte. Ltd., Singapore, which is holding the investment in Greenply Alkemal (Singapore) Pte. Ltd., Singapore (JV Company). Also, 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, the Company has an Associate Company namely Greenply Middle East Limited (GMEL), Dubai and the same is engaged in the business of trading of veneers and allied

products. Further, your Company has an overseas step- down associate viz. Greenply Gabon SA, Gabon, West Africa, (Subsidiary of Greenply Middle East Limited, Dubai, UAE) having manufacturing unit at NkokSEZ in Gabon, West Africa. The same is engaged in the business of manufacturing and marketing of veneers.

Greenply Sandila Private Limited was incorporated on 24^th May, 2021 and engaged in the business of manufacturing and Trading of Plywood and its allied products. Greenply Speciality Panels Private Limited was acquired on 4^th August, 2021 as a wholly owned subsidiary of the Company and the same is engaged in the business of manufacturing of Medium Density Fibreboard (MDF) and its allied products.

Your Company has one step-down overseas joint venture namely Greenply Alkemal (Singapore) Pte. Ltd. (a joint venture company of Greenply Industries Limited, India through its wholly owned subsidiary Greenply Floldings Pte. Ltd., Singapore and Kulmeet Singh) engaged in the business of trading and marketing of commercial veneers and panel products.

The Company has one Joint Venture Company namely Greenply Samet Private Limited which was incorporated on 26^th October 2023 for 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 in India. The said Joint Venture has already commenced manufacturing activities in its unit situated at Sherpura, Savli Halol Road, Dist. Vadodara, Gujarat.

Alishan Panels Private Limited, subsidiary of the Company was incorporated on 07.03.2024 and engaged in the business of trading and marketing of Plywood and its allied products.

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 subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report.

Further, the contribution of Greenply Floldings Pte. Ltd., Singapore, Greenply Middle East Limited (U.A.E.), Greenply Speciality Panels Private Limited (India), Greenply Sandila Private Limited (India), Alishan Panels Private Limited (India), Greenply Alkemal (Singapore) Pte. Ltd., (Singapore) and Greenply Samet Private Limited (India) to overall performance of the Company during the year under review is as mentioned below:

The consolidated financial statements include the financial statement of subsidiaries - Greenply Holdings Pte. Limited (Singapore), Greenply Speciality Panels Private Limited (India), Greenply Sandila Private Limited (India) and Alishan Panels Private Limited (India). The consolidated financial statements a Iso includes share of profit/(Loss) of equity accounted investees -Greenply Alkemal (Singapore) Pte. Limited (Singapore) {including its wholly owned subsidiary company - Greenply Industries (Myanmar) Private Limited, (Myanmar)}, Greenply Samet Private Limited and Greenply Middle East Limited {including its wholly owned subsidiary company - Greenply 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. 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.greenplv.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.greenplv.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.

Duringthe year, "Credit Analysis and Research Ltd. (CARE)”and "India Ratings & Research” have re-affirmed ourexternal credit rating for both longterm and short-term borrowings as detailed below:

Above credit rating reflects Company's commitment and capability to persistent growth through prudence and focus on financial discipline.

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.l/-each) on the equity shares of the Company of Re.l/- each for financial year 2024-2025.

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 weblink at https://www.greenplv.com:5001/ pdfl715930559321-2828.pdf

No amount has been proposed to be transferred to the General Reserve during the Financial Year 2024-25.

Pursuant to the provisions of the Companies Act, 2013, 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 below are the dates of declaration of dividend and corresponding dates when unpaid/unclaimed dividends are due for transfer to IEPF:

During the year under review, unclaimed/unpaid final dividend amounting to Rs. 45,440.00/- which had been declared at the Annual General Meeting of the Company held on August 21, 2017 and lying unclaimed/unpaid was transferred to the Investor Education and Protection Fund (IEPF) in October, 2024 pursuant to the relevant provisions of applicable laws and rules.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 30^th September, 2024 (date of previous Annual General Meeting) on the Company's website https://www.greenplv.com/investors and on the website of the Ministry of Corporate Affairs.

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 shall 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. Accordingly, till date total 39,937 equity shares, as detailed below, in respect of which dividend was unpaid or unclaimed for a consecutive period of seven (7) years or more had been transferred to the Investor Education and Protection Fund ("IEPF”) of the Central Government from time to time. Out of this, during 2021-22, one shareholder, whose shares were transferred to the De-mat account of IEPF Authority, claimed and received his/her 2000 shares from IEPF Authority.

Details of above shares are available in the Company's website and can be viewed at www.greenplv.com

The Members whose unclaimed dividends and/or shares have been transferred to IEPF, may contact the Company or RTA and submit the required documents for issue of Entitlement Letter. The Members can attach the Entitlement Letter and other required documents and file web Form I EPF-5 for claiming the dividend and/or shares available on www.mca.gov.in and send a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. I EPF-5. No claims shall lie against the Company in respect of the dividend and shares so transferred. During the year, no shareholder, claimed shares from IEPF Authority.

During the year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company issued and allotted equity shares of face value of Re. 1/- each (fully paid-up) as detailed below from time to time to the eligible employees of the Company for cash at a price of Rs.55/- per equity share (including a premium of Rs.54/- per share),

aggregating to Rs. 6,46,05,750/- under Greenpiy Employee Stock Option Plan 2020 ("ESOP 2020”/ "Plan”). Accordingly, the equity share capital of the Company was increased from Rs.12,36,98,645/- (12,36,98,645 equity shares of Re.l each) to Rs.12,48,73,295/- (12,48,73,295 equity shares of Re.l each).

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

The voting rights on the shares outstanding in the "Greenpiy Industries Limited - Unclaimed Suspense Account” as on March 31, 2025 shall remain frozen till the rightful owner of such shares claims the shares.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Mittal [DIN-00240900], Chairman cum Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The details of Mr. Rajesh Mittal [DIN-00240900] as required under Listing Regulations and SS-2 has been provided in the notice of 35^th AGM and Corporate Governance Report.

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, 2025 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. Vinod Kumar Kothari, Mr. Susil Kumar Pal, Ms. Sonali Bhagwati Dalai and Mr. Adika Ratna Sekhar are 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 Mr. Upendra Nath Challu, 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.

Except Mr. Adika Ratna Sekhar, none of the Directors or Key Managerial Personnel were appointed or resigned from the Company during the year under review.

The terms of Mr. Vinod Kumar Kothari, Mr. Upendra Nath Challu, Mr. Susil Kumar Pal and Ms. Sonali Bhagwati Dalai as the Independent Directors of the Company expired from the conclusion of the 34^th Annual General Meeting of the Company held on 30^th September, 2024.

For the financial year 2024-25, 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(5) of the Companies Act, 2013 and Regulation 15 of Listing Regulations.

Seven (7) Board Meetings were held during the financial year ended 31^st March, 2025. 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.

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 24^th March, 2025 to perform the following:

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

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

¦ 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 forevaluation are briefly provided below:

General parameters

Roles & responsibilities to be fulfilled as an Independent director Participation in Board process.

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.

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

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.

(a) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2024-25;

(b) percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2024-25;

$ Percentage increase is mainly on account of increase in perquisites amount due to exercise of 11,07,000 Stock Options under the ‘Greenply Employee Stock Option Plan 2020' ("ESOP 2020”/"Plan”) during FY 2024-25.

& The % increase in remuneration is due to holding position for a part of the financial year 2023-24.

* The % change in remuneration is not comparable as the said Director appointed during the financial year 2024-25 and held the position for a part of the financial year 2024-25.

# Tenure of appointment of Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Upendra Nath Challu and Ms. Sonali Bhagwati Dalai expired on 30^th September, 2024, hence they ceased to be Directors of the Company w.e.f. the conclusion oftheAGM held on 30^th September, 2024.

(c) percentage increase in the median remuneration of employees in the financial year 2024-25;

-21.34%

(d) number of permanent employees on the rolls of Company;

2541

(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;

13.32% (non-Managerial personnel) 170.80% (Managerial Personnel)

Percentage increase in managerial remuneration is mainly on account of increase in perquisites amount due to exercise of 11,07,000 Stock Options by Mr. Manoj Tulsian, Joint Managing Director & CEO of the Company under the ‘Greenply Employee Stock Option Plan 2020' ("ESOP 2020”/"Plan”) during FY 2024-25. Excluding perquisites amount due to exercise of Stock Options, the managerial remuneration has decreased by 6.24%.

(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 com mission from its subsidiary companies.

All elements of remuneration package as required under Listing Regulations have been provided in the Corporate Governance Report.

The Shareholders ofthe Company attheir32^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 ofthe Company to hold office fora further term of 5 (five) consecutive years i.e. from the conclusion of 32^nd Annual General Meeting, until the conclusion ofthe 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, 2025 does not have any qualification and adverse remark.

During the year under review, cost audit was not applicable to the Company.

The Company has in-house Internal Audit team headed by qualified and experienced Executive. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Board of Directors and reviewed by the Audit Committee from time to time. 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 official, heading the department, reporting structure coverage and frequency of internal audit.

Pursuant to the provisions of Section 204 ofthe Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors ofthe Company has appointed Mr. Girish Bhatia, Practising Company Secretary (Membership No. FCS 3295 / COP No. 13792), Kolkata, to conduct Secretarial Audit for the financial year 2024-2025. The Secretarial Audit Report of Mr. Girish Bhatia, Practising Company Secretary, in Form MR-3, for the financial year ended 31^st March, 2025, is annexed to this report. The Secretarial Auditor's report does not contain any qualifications, reservations, or adverse remarks.

The Board of Directors of the Company at its meeting held on 28^th April, 2025, based on recommendations of the Audit Committee, has recommended 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 till FY 2029-30, subject to approval of the Members.

M/s. DKS & Co., Practising Company Secretaries, had undertaken the Secretarial audit of the Company's material subsidiary, Greenply Speciality Panels Private Limited, for the financial year 2024-25. The Secretarial Audit report confirms that the material subsidiary has 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.

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).

The Nomination and Remuneration Committee at its meeting(s) held from time to time approved the grant of stock options as detailed below, to the eligible employees including Joint Managing Director & CEO.

* Part of it considers allocation with maximum performance criteria being met.

ESOP 2020 is in compliance with the applicable provisions of the Companies Act, 2013 and the Rules issued thereunder, SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and other applicable regulations, if any.

The disclosures as required under Companies (Share Capital and Debentures) Rules, 2014 and Employee Benefit Regulations as on 31^st March 2025 is as under:

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 Mr. Girish Bhatia, Practising Company Secretary (Membership No. FCS 3295 / COP No. 13792), Koikata, Secretarial Auditors of the Company for the financial year 2024-25, 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 web link www.greenplv.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 15^th June, 2015 and can be accessed on the weblink www.greenply.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.

As on 31^st March, 2025, 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 2024-2025, six meetings of the Audit Committee were held i.e. on 21^st May, 2024, 31^st July, 2024, 28^th October, 2024, 3^rd January, 2025, 5^th February, 2025, and 24^th March, 2025.

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

As on 31^st March, 2025, 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 2024-2025, six meetings of Nomination and Remuneration Committee were held i.e. on 21^st May, 2024, 31^st July, 2024, 28^th October, 2024, 5^th December, 2024, 5^th February, 2025 and 24^th March, 2025.

The Remuneration Policy of the Company is uploaded on the website of the Company which can be viewed at https:// www.greenplv.com:5001/pdfl715929931027-8763.pdf

However, brief outline of the Remuneration Policy is as follows:

The Remuneration Policy applies to all the "Executives” of the Company. 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 goals.

In framing the aforesaid Remuneration Policy, the Nomination and Remuneration Committee ensures that a competitive remuneration package for all Executives is maintained and is also benchmarked with other multinational companies operating in national and global markets.

The nomination of the Independent Directors of the Company shall be in accordance with the principles as stated under the said Policy.

The assessments for Functional Heads are done on the basis of below parameters by the concerned interview panel of the Company -

a) Competencies

b) Capabilities

c) Compatibility

d) Commitment

e) Character

f) Strong interpersonal skills

g) Culture among others.

The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.

The five remuneration components are -

¦ fixed remuneration (including fixed supplements)

¦ performance based remuneration (variable salary)

¦ pension schemes, where applicable

¦ other benefits in kind

¦ severance payment, where applicable

The fixed remuneration is determined on the basis of the role and position of the individual, including professional experience, responsibility, job complexity and local market conditions.

The performance-based remuneration motivates and rewards high performers who significantly contribute to sustainable results, perform according to set expectations for the individual in question, and generates stakeholder value within the Group.

Any fee/remuneration payable to the Non-Executive directors of the Company shall abide by the following norms -

i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the

Company. The Company shall not waive the recovery of any sum refundable to it;

ii. Such directors may receive remuneration byway 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.

As on 31^st March, 2025, 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 2024-2025, four meetings of Stakeholders Relationship Committee were held on 21^st May, 2024, 31^st July, 2024, 28^th October, 2024 and 5^th February, 2025.

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 21ofSEBI (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 ofthe Company. However, the risks are dynamic and the Company will be adding new risks and removing some ofthe 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.

As on 31^st March, 2025, 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 2024-25, two meetings of the Risk Management Committee held on 31^st July, 2024 and 5^th February, 2025.

The Annual Return as required underSection 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

Except as disclosed elsewhere in this Report, 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, 2025 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.

Except as disclosed elsewhere in this Report, 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.

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 ail transactions are executed in accordance with management's general and specific authorization. There are weii-iaid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that ail 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.

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

The details of related party disclosures with respect to loans/ advances/investmentsattheyearend 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. Further, there was no transaction with person or entity belonging to the promoter/ promoter group which hoid(s) 10% or more shareholding in the Company as per Para 2A of the aforesaid Schedule.

Details of ioans/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, 2025

During the Financial Year 2024-25, 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.

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 GREEN PLY. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2024-25 have been duly paid.

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. The Particulars of material related party transactions, if any, are provided 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. 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.greenplv.com:5001/ originalpdfl740395215460-2972.pdf

Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2025, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms 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 attached to this Annual 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 said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

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

Further, the Company has complied with the provisions relating to constitution of Internal Complaints Committee under Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required undersection 134(3)(m) ofthe Companies Act, 2013 read with Rule 8(3) ofthe 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, 2025, no application has been made or no proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

As on 31^st March, 2025, 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 2024-25, four meetings of CSR Committee were held

i.e. on 21^st May, 2024, 31^st July, 2024, 28^th October, 2024 and 6^th February, 2025. 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

The salient features of the CSR Policy of the Company are as below:

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

5. 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 including contribution to the Clean Ganga Fund set-up by the Central 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, 2025 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 including amendment thereof, is annexed to this Report.

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, 2024, 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 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 as on March 31, 2024 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.

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.

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company's website. The Joint Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended on March 31, 2025. The declaration is attached with the annual report.

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.

A detailed Report on Corporate Governance for the financial year 2024-2025, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the certificate received from Ms. Stuti Pithisaria, Practising Company Secretary (Membership No. ACS 24580 / COP No. 25447), Partner of M/s. SP & SA Associates, Kolkata, to the effect of compliance of conditions of Corporate Governance as required under Schedule V of the Listing Regulations are annexed with the 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, has been annexed to this Report.

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.

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 Rs.1.02 Crore are: 7

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 Rs.8,50,000 per month: None

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 135(1) of the Companies Act, 2013 read with the rule, the Directors'/ Board's Report is being sent to ail 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 ail other information as required under applicable law form part of this Report without any exclusion.

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.

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of 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 ail the levels who have contributed to the growth and sustained success of the Company.

‘Including Rs. (575.79) Lacs towards share of (loss) from investment in the Joint Venture Company, Green ply Alkemal (Singapore) Pte. Ltd., Singapore

1. Names of subsidiaries which are yet to commence operations - Nil

2. Names of subsidiaries which have been liquidated or sold during the year - Nil

1. Names of associates or joint ventures which are yet to commence operations - N.A.

2. Names of associates or joint ventures which have been liquidated or sold during the year - N.A.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis: Nil

¦ Borewell for extracting ground water is connected with automatic ievei controllers for controlling pump operation.

¦ Boiler auto feeding interlocking done with temperature controllers for optimizing energy.

¦ Water Pump House operation controlled under auto system with pressure control.

¦ Press cycle optimize to improve quality and power consumption.

¦ Raw Board size optimized to reduce cutting and sanding loss.

¦ Sanding infeed system modified to control raw board feeding gap and increase capacity.

¦ Periodic check of the electric distribution network for safe and efficient performance.

¦ System incorporated to stop Offline equipment during peak load period and run at maximum capacity in off peak load period.

¦ Regular venting of Thermal oil lines to remove low boil volatile impurities for optimum utilization of heat energy of the hot oil.

¦ Preventive and corrective maintenance schedule for proactive measures to optimize energy usage and available time of machines.

¦ Energy conservation measures stated above have resulted ease in operations.

¦ All high capacity motors are driven by variable frequency drives which utilizes optimum energy.

¦ All lights across the factory are replaced with LEDs.

¦ Auto feed system introduced in thermic fluid heaters which has resulted in running of the thermic fluid heater with only inhouse peeling wastes. No coal is used for running the same. The auto feed system is also interlocked with temperature controllers so that the start & stop of the feed can be controlled thereby controlling excess feed of fuel.

Solar energy implemented at Bamanbore unit and Kriparampur unit.

Your Company is continuously working on improvement and optimization of resources in various areas of operations. Introduction of fali composer machine to utilize short sized cores thereby increasing the raw material usage.

Apart from routine maintenance expenditure, new capital investment for solar power has been made at Kriparampur unit.

¦ The Company is carrying out research to increase the mechanical properties of Plywood at reasonable cost of production.

¦ The Company is focusing on R&D activities for developing new products, designs, processes and improvement of manufacturing systems in existing products/process.

¦ Improved product quality and increased timber recovery.

¦ Cost reduction, technology up-gradation.

¦ Strengthened market leadership status.

¦ Reduced manufacturing and delivery time.

¦ Catering to changing/unique needs of customers.

¦ Producing Zero Emission Plywood

a. the details of technology imported: The Company did not have the need to import technology or foreign technical collaborations, but the Company had guidance from technical experts.

b. the year of import: Not Applicable

c. whether the technology been fully absorbed: Not Applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(Rs.in lacs)

l. Efforts: The Company regularly participates in international exhibitions and carries out market survey.

Foreign exchange earnings and outgo: (Rs.in lacs)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(1) ofthe Companies

(Corporate Social Responsibility Policy) Rules, 2014]

Greenply Industries Limited has always been committed to embrace sustainable business practices as a core business strategy. On similar lines, the Company's CSR initiatives are designed with a commitment towards creating a positive change in the society through holistic and sustainable community development programs. The Company's CSR policy has been designed to serve as a guiding light for the futuristic vision and mission of community empowerment, development and sustainable change.

Vision: We envision a future where people all over our Country - even in the remote areas - have the opportunity to achieve their full potential in all aspects and improving lives in pursuit of collective development and environmental sustainability. This vision should encompass all CSR activities ofthe Company.

Mission: The Company's mission is primarily to pursue initiatives directed towards enhancing welfare measures of the society based on long term social and environmental consequences ofthe CSR activities including dedicating time and resources towards social initiatives to ensure equal opportunities and access to everyone in the spheres of education, vocation, healthcare, sanitation and drinking water in order to empower them to achieve their full potential.

The objective of this policy is not only to guide the Company and its people to undertake CSR initiatives, but also to integrate the business processes with social and environmental development. The Company believes that our CSR policy is a reflection of our faith in socially inclusive and sustainable business practices.

The Company has currently identified the following Priority Projects to be undertaken by the CSR Committee -

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 including contribution to the Clean Ganga Fund set-up by the Central 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.

The Company is supporting deserving and talented girls from economically weaker sections ofthe society, through Udayan Care, West Bengal. Udayan's Shalini Fellowship Programme is a unique academic excellence and personality development programme, which aims to empower girls and women. Its uniqueness lies in the fact that it goes beyond being a usual Scholarship Programme, by not only supporting higher education but also providing regular mentoring and leadership development and inculcating a sense of social responsibility of selected talented girls.

A Flealthcare Project undertaken by the Company through Mobile Medical Van (MMV) in the nearby villages of Tizit, Dist- Mon, Nagaland to provide basic

diagnostic, medicine, curative, referral, Cervical cancer vaccination and counselling services to the rural population. The aim of the project is improving access of medical services in the remote areas as well as raising the level of awareness among the community towards healthy and hygienic living.

The Company is supporting for the education of tribals and rural children under the Ekal Abhiyan movement of Friends of Tribals Society (FTS) for Ekal Vidyalaya, Barasat Anchal, North 24 Parganas, West Bengal and Bhubaneswar and other districts of Odisha.

The Company has conducted free medical camps for eye check-up and Health awareness programme at various places in India towards healthcare activity.

The Company has contributed for the purchase of books for the students of village School UNNAYANI PATHA BHAWAN, Purba Medinipur, West Bengal.

The Company is taking plantation activities covered under CSR project in various places in Nagaland, Odisha, Gujarat, West Bengal and Andhra Pradesh towards ensuring environmental sustainability.

The project covers Pathology Laboratory services for medical diagnose of poor and needy people in Tizit, Dist: Mon, Nagaland.

The Company has funded for training to deserving and talented sportsperson from various parts of Dehradun, Uttarakhand with a view to promote nationally recognized sports Baseball through the Uttarakhand Baseball Association.

The Company has contributed to Furniture & Fittings Skill Council towards enhancing vocational skill among Carpenter communities, under the CSR activities of the Company.

The Company has contributed for training to promote nationally recognized sports - Tennis through the Tennis Tree, a tennis academy in Kolkata, West Bengal.

The Company has made contribution towards protection, nurturing and welfare of cows and providing them proper care with nutritious daily food, medical treatment etc.

The Company has made contribution for promoting education through Arya Samaj Gandhidham Charitable Trust.

The CSR Committee of the Company was formed to shape the vision, mission and goal of the Company's CSR initiatives. The composition of CSR Committee as on 31.03.2025:

* Tenure of Mr. Vinod Kumar Kothari and Mr. Upendra Nath Challu expired on 30^th September, 2024, hence they ceased to be Director and Members of the CSR Committee w.e.f. the conclusion of the AGM held on 30^th September, 2024.

3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board of Directors are disclosed on the website of the Company:

Composition of the CSR committee - https://www.greenplv.com:5001/originalpdfl727936366141-5117.pdf

CSR Policy - https://www.greenplv.com:5001/pdfl715930507994-9293.pdf CSR projects - https://www.greenplv.com/investors

4. Executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable

5. (a) Average net profit of the Company as per sub-section (5) of section 135: Rs. 1,27,55,79,700/-

(b) Two percent of average net profit of the Company as per sub-section (5) of section 135: Rs. 2,55,11,594/-

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Rs. 62,744/-

(d) Amount required to be set off for the financial year, if any: Nil

(e) Total CSR obligation for the financial year (b+c-d): Rs. 2,55,74,338/-

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 3,02,97,324/-

(b) Amount spent in Administrative Overheads: Rs. 33,038/-

(c) Amount spent on Impact Assessment, if applicable: Not applicable

(d) Total amount spent for the Financial Year j(a)+(b)+(c)j: Rs. 3,03,30,362/-

(e) CSR amount spent or unspent for the Financial Year:

(f) Excess amount for set-off, if any:

*Amount earned as interest on temporary fund lying with Banks during FY 2024-2025.

# Board of Directors/CSR Committee of the Company has decided not to set-off in succeeding year. 7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year (Yes/No): No

Ifyes, enterthe number of Capital assets created / acquired: N.A.

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135: Not Applicable

The Board of Directors (the "Board”) of Greenpiy Industries Limited (the "Company”) had initially adopted this Dividend Distribution Policy (the "Policy”) of the Company as required in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations”) in its meeting held on 25^th July, 2015. This Policy was amended by the Board of the Company at its meeting held on 8^th February, 2019.

This Policy shall become effective from the date of its adoption by the Board.

The Securities and Exchange Board of India ("SEBI”) vide its Notification dated July 08, 2015 has amended the Listing Regulations by inserting Regulation 43A in order to make it mandatory to have a Dividend Distribution Policy in place by the top five hundred listed companies based on their market capitalization calculated as on the 31^st day of March of every year. Considering the provisions of the aforesaid Regulation 43A, the Board of Directors (the "Board”) of the Company recognizes the need to lay down a broad framework for considering decisions by the Board of the Company, with regard to distribution of dividend to its shareholders and/ or retaining or ploughing back of its profits. The Policy also sets out the circumstances and different factors for consideration by the Board at the time of taking such decisions of distribution or of retention of profits, in the interest of providing transparency to the shareholders.

The Policy is not an alternative to the decision of the Board for recommending dividend, which is made every year after taking into consideration all the relevant circumstances enumerated hereunder or other factors as may be decided as relevant by the Board.

Declaration of dividend on the basis of parameters in addition to the parameters of this Policy or resulting in amendment of any parameters of the Policy will be regarded as deviation. Any such deviation on parameters of this Policy in extraordinary circumstances, when deemed necessary in the interests of the Company, along with the rationale will be disclosed in the Annual Report by the Board of Directors.

The Policy reflects the intent of the Company to reward its equity shareholders bysharinga portion of its profits after adjusting for accumulated losses and unabsorbed depreciation, if any, and also retaining sufficient funds for growth of the Company pursuant to Section 123of the Companies Act, 2013. The Company shall pursue this Policy, to pay, subject to the circumstances and factors enlisted hereon, progressive dividend, which shall be consistent with the performance of the Company over the years.

The Policy shall not apply to:

¦ Determination and declaring dividend on preference shares as the same will be as per the terms of issue approved by the shareholders;

¦ Issue of Bonus Shares by Company;

¦ Buy back of Securities.

The general considerations of the Company for taking decisions with regard to dividend payout or retention of profits shall be as following-

1. Subject to the considerations as provided in the Policy, the Board shall determine the dividend payout in a particular year after taking into consideration the operating and financial performance of the Company, the advice of executive management including the Chief Financial Officer (‘CFO'), and other relevant factors.

The Board shall consider the following, while taking decisions of a dividend payout during a particular year-

The Company shall observe the relevant statutory requirements including those with respect to transfer of a certain portion of profits to any specific reserve such as Debenture Redemption Reserve, Capital Redemption Reserve etc. as provided in the Companies Act, 2013, which may be applicable to the Company at the time of taking decision with regard to dividend declaration or retention of profit.

The decision of dividend pay-out shall also be affected by the restrictions and covenants contained in the agreements, if any, as may be entered into with the ienders/Debenture Trustee of the Company from time to time.

The decision of dividend pay-out shall also be affected by the restrictions and covenants contained in the agreements that the Company shall generally enter into during the course of business, if any.

This provision shall apply mutatis mutandis to agreements already executed before the commencement of the Dividend Policy of the Company.

The Board may exercise its discretion to change the percentage of dividend or to otherwise take decision of retention or distribution of profits where, the Company is planning to go for expansion, restructuring, reorganizing, diversification, investment, etc.

The Company shall analyse the prospective projects and strategic decisions in order to decide-

to build a healthy reserve of retained earnings; to augment long term strength; to build a pool of internally generated funds to provide long-term resources as well as resourceraising potential for the Company; and the needs for capital conservation and appreciation.

In addition to plough back the earnings on account of depreciation, the Board may also take into consideration the need for replacement of capital assets, expansion and modernization or augmentation of capital stock, including any major capital expenditure proposals.

The extent of realized profits out of its profits calculated as per IND AS, affects the Board's decision of determination of dividend for a particular year. The Board is required to consider such factors before taking any dividend or retention decision.

The Board, while considering the decision of dividend pay-outor retention of a certain amountorentire profits

of the Company, shall, consider the expectations of the shareholders of the Company who generally expects for a regular dividend payout.

In addition to the aforesaid parameters such as realized profits, proposed major capital expenditures, etc., the decision of dividend payout or retention of profits shall also be based the following-

If the Company cannot generate adequate operating cash flow, it may need to rely on outside funding to meet its financial obligations and sometimes to run the day-to-day operations. The Board will consider the same before its decision whether to declare dividend or retain its profits.

To increase its sales in the long run, the Company will need to expand its manufacturing capacity as well as increase its marketing, selling, advertising expenses etc. The amount outlay in such activities will influence the decision of declaration of dividend.

The efficiency with which the Company uses its capital will impact the decision of dividend declaration.

Since dividend is directly linked with the availability of earning over the long haul, the magnitude of earnings will significantly impact the dividend declaration decisions of the Company.

The Board will analyze the requirement of necessary funds considering the long term or short term projects proposed to be undertaken by the Company and the viability of the options in terms of cost of raising necessary funds from outsiders such as bankers, lending institutions or by issuance of debt securities or plough back its own funds.

The Company should beableto repay its debt obligations without much difficulty over a reasonable period of time. Considering the volume of such obligations and time period of repayment, the decision of dividend declaration shall be taken.

If during any financial year, the Board determines that the profits of the Company are inadequate, the Board may decide not to declare dividends for that financial year.

The post dividend EPS can have strong impact on the funds of the Company, thus, impacting the overall operations on day-to-day basis and therefore, affects the profits and can impact the decision for dividend declaration.

Dividend distribution tax or any tax deduction at source as required by applicable tax regulations in India, as may be applicable at the time of declaration of dividend.

Any restrictions on payment of dividends by virtue of any regulation as may be applicable to the Company at the time of declaration of dividend.

Considering the state of economy in the Country, the policy decisions that may be formulated by the Government and other similar conditions prevailing in the international market which may have a bearing on or affect the business of the Company, the management may consider retaining a larger part of the profits to have sufficient reserves to absorb unforeseen circumstances.

When the markets are favorable, dividend pay-out can be liberal. However, in case of unfavorable Capital market conditions, Board may resort to a conservative dividend payout in order to conserve cash outflows.

The Board will keep in mind any restrictions on payment of dividends by virtue of any regulation or loan covenant, as may be applicable to the Company at the time of declaration of dividend.

The Company's growth-oriented decision to conserve cash in the Company for future expansion plan impacts shareholders expectation forthe long run which shall be considered by the Board before taking dividend decision.

The trend of the performance/ reputation of the Company that has been during the past years determine the expectation of the shareholders.

The current practice for the management of working capital within the Company also impacts the decision of dividend declaration.

The age of the Company and its product or the market in which the Company operates will be one of the most significant determining factors to the profitability of the Company and dividend declaration or retention.

In the investor's point of view, in the absence of any major expansion plan or capital investments or other strategic investment plans in the hands of the Company, the investors may not appreciate excessive cash holdings in the Company. The Board shall have to consider the same before taking decision of dividend declaration.

The Board shall consider the factors provided above under this Policy, before determination of any dividend payout after analyzing the prospective opportunities and threats, viability of the options of dividend payout or retention etc. The decision of dividend payout shall, majorly be based on the aforesaid factors considering the balanced interest of the shareholders and the Company.

The discussion below is a summary of the process of declaration and payment of dividends, and is subject to applicable regulations:

1. Recommendation, if any, shall be done by the Board, usually in the Board meeting that considers and approves the annual financial statements, subject to approval of the shareholders of the Company.

2. The dividend as recommended by the Board shall be approved/declared at the annual general meeting of the Company.

3. The payment of dividends shall be made within 30 days from the date of declaration to the shareholders entitled to receive the dividend on the record date/ book closure period as per the applicable law.

1. Interim dividend, if any, shall be declared by the Board.

2. Before declaring interim dividend, the Board shall consider the financial position of the Company that allows the payment of such dividend.

3. The payment of dividends shall be made within 30 days from the date of declaration to the shareholders entitled to receive the dividend on the record date as per the applicable laws.

4. In case no final dividend is declared, interim dividend paid during the year, if any, will be regarded as final dividend in the annual general meeting.

The Board may retain its earnings in order to make better use of the available funds and increase the value of the stakeholders in the long run. The decision of utilization of the retained earnings of the Company shall be based on the following factors:

¦ Market expansion plan;

¦ Product expansion plan;

¦ Increase in production capacity;

¦ Modernization plan;

¦ Diversification of business;

¦ New acquisitions and investments;

¦ Long term/short term strategic plans including strategic joint ventures and/or partnerships and/or subsidiary companies;

¦ Replacement/up-gradation/modernization of capital assets;

¦ To cater the expensive cost of debt;

¦ Such other criteria as the Board may deem fit from time to time.

1. The factors and parameters for declaration of dividend to different class of shares of the Company shall be same as covered above.

2. The payment of dividend shall be based on the respective rights attached to each class of shares as per their terms of issue.

3. The dividends shall be paid out of the Company's distributable profits and/or general reserves, and shall be allocated among shareholders on a prorata basis according to the number of each type and class of shares held.

4. Dividend when declared shall be first paid to the preference shareholders, if any, of the Company as per the terms and conditions of their issue.

To the extent any change/amendment is required in terms of any applicable law, the Managing Director or the Chief Executive Officer of the Company shall be jointly/ severally authorised to review and amend the Policy, to give effect to any such changes/ amendments. Such amended Policy shall be periodically placed before the Board for noting and necessary ratification immediately after such changes.