Greenlam Industries Ltd

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 (Rs in Crores)

*Including other income **Any other adjustment

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.

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 _at. The company invested in new countries (Spain, Germany, Italy, Malaysia, Egypt and parts of Africa), warehouses, offces, 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 intensi_ed 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.

Your Directors recommended a final dividend of Re. 0.40/- per equity share on the Company's 25,51,47,702 equity shares of H1.00 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 outflowof 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-_le/dividend-distribution-policy.pdf.

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.

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.

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

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 _ooring 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 Sp?lka zograniczona odpowiedzialnoscia" (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 offce 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".

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

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 offce 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 Quali_cation 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 A_airs. Further, all the Independent Directors are exempted from the online proffciency self-assessment test as per the provisions of Rule 6 of the Companies (Appointment and Quali_cation of Directors) Rules, 2014 except Mr. Yogesh Kapur, who has passed the online proffciency 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 offce 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 disquali_ed under the provisions of Section 164 (1) and (2) of the Companies Act, 2013 and a certi_cate 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 disquali_ed 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.

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 Bene_cial 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 H1/- (Rupee One only) each.

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).

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

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. Certi_cate 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.

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.

AsonMarch31,2025,therewerenooutstandingNCDs.

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

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.

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 _ow 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:

- 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

- 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 di_erence 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

- 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

- 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 su_cient 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.

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.

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, identi_es persons who are quali_ed 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.

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.

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 OFFcer 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, identi_es 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 OFFcer of the Company to liaise between the risk owners and the Risk Management & ESG 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.

PursuanttotheprovisionsofSection177(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, con_dentially 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.

The Company has put in place a risk management policy in order to, inter alia, ensure the proper risk identi_cation, 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 identi_cation 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 identi_ed 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 identi_ed risk elements.

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 e_cient 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 veri_ed/ checked at reasonable intervals and appropriate action is taken with respect to di_erences, 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.

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. greenlamindustries.com/investor/company-policy. html The Average Net Profits of the Company for the last three financial years was H1,49,81,53,176.60/- 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.

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-_le/Remuneration-Policy.pdf

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 con_ict 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/ Policy%20on%20Materiality%20of%20Related%20 Pa r t y %2 0Tr a n s a c t i o n s % 2 0 a n d %2 0o n % 2 0 D e a l i n g %2 0 w i t h %2 0 R e l a t e d % 2 0 Pa r t y % 2 0 Transactions.pdf

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 su_cient 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.

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.

There have been no other material changes and commitments a_ecting 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.

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

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.

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 Bene_cial 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.

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.

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.

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".

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

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

The Audit Committee quarterly reviews the Internal Audit reports.

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

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

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.

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' Certi_cate on compliance with the conditions of Corporate Governance is annexed to this 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.

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.

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 OFFcer 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.

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 afirmed 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.

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.

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".

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".

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.

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-_le/ Anti-Sexual-Harassment-Policy.pdf

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

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.

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. Directors also place on record their heartfelt appreciation for employees of the Company for their dedication and contribution.