Result of operations and the state of Company's
affairs

During the year under review, your Company continued
to grow with turnover of Rs. 1,90,113.07 Lakhs as against
Rs. 1,76,703.20 Lakhs in the previous year. Profit for the year
2024-2025 was Rs. 10,507.13 lakhs as against Rs. 9,344.56
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. 6,995.31 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,
blockboard, 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.

Product Expansion, Present Scenario and
Business Outlook

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 products and 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. - Koraput, 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.

Subsidiaries and Joint Venture

Presently, your Company has one overseas wholly owned
subsidiary viz. Greenply Holdings 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 Nkok SEZ 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 Holdings
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 sub¬
section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014 is annexed to this Report.

Further, the contribution of Greenply Holdings Pte. Ltd.,
Singapore, 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:

Consolidated financial statements

The consolidated financial statements include the financial statement of subsidiaries - Greenpiy Holdings Pte. Limited
(Singapore), Greenpiy Speciality Panels Private Limited (India), Greenpiy Sandiia Private Limited (India) and Aiishan Panels
Private Limited (India). The consolidated financial statements also includes share of profit/(Loss) of equity accounted investees
-Greenpiy Aikemai (Singapore) Pte. Limited (Singapore) {including its wholly owned subsidiary company - Greenpiy Industries
(Myanmar) Private Limited, (Myanmar)}, Greenpiy Samet Private Limited and Greenpiy Middle East Limited {including its
whoiiy owned subsidiary company - Greenpiy Gabon S.A (West Africa)} which are accounted under equity method as set
out in Ind AS 28 - 'Investment in Associates and Joint Ventures' notified by Ministry of Corporate Affairs. In accordance with
Section 136(1) of the Companies Act, 2013, the Annuai Report of the Company, containing therein its standaione and the
consoiidated financiai statements has been piaced on the website of the Company, www.greenply.com/investors. Further,
as per the said section, audited annuai accounts of the subsidiary companies and Joint Venture Companies have aiso been
piaced on the website of the Company, www.greenply.com/investors. Sharehoiders interested in obtaining a physicai copy of
the audited annuai accounts of the subsidiary companies and Joint Venture Companies may write to the Company Secretary
at the Company's registered office. A statement containing saiient features of the financiai statements of subsidiary/associate
companies/joint venture in form AOC -1 is annexed to this Report.

Credit Rating

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

Above credit rating reflects Company's commitment and capabiiity to persistent growth through prudence and focus on
financiai discipiine.

Dividend

Your Directors recommend a finai dividend of 50% i.e. Re. 0.50 per equity share (compared to previous year of 50% i.e. Re.0.50
per equity share of Re.1/-each) on the equity shares of the Company of Re.1/- each for financiai year 2024-2025.

The dividend payment is subject to approvai of members at the ensuing Annuai Generai Meeting. The dividend pay-out is in
accordance with the Dividend Distribution Poiicy of the Company adopted by the Board of Directors in their meeting heid on
Juiy 25, 2016 and amended on February 8, 2019. The Dividend Distribution Poiicy of the Company is annexed to this Report
and aiso has been upioaded on the website of the Company avaiiabie at the webiink at https://www.greenply.com:5001/
pdf1715930559321-2828.pdf

Transfer to Reserves

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

Details of the transfer(s) to the IEPF

Pursuant to the provisions of the Companies Act, 2013, dividends that are unpaid/ unciaimed 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
Centrai Government. Given beiow are the dates of deciaration of dividend and corresponding dates when unpaid/unciaimed
dividends are due for transfer to IEPF:

During the year under review, unciaimed/unpaid finai dividend amounting to Rs. 45,440.00/- which had been deciared at the
Annuai Generai Meeting of the Company heid on August 21, 2017 and iying unciaimed/unpaid was transferred to the Investor
Education and Protection Fund (IEPF) in October, 2024 pursuant to the reievant provisions of appiicabie iaws and ruies.

Pursuant to the provisions of Investor Education and Protection Fund (Upioading of information regarding unpaid and
unciaimed amounts iying with companies) Ruies, 2012, the Company has upioaded the detaiis of unpaid and unciaimed
amounts iying with the Company as on 30^th September, 2024 (date of previous Annuai Generai Meeting) on the Company's
website https://www.greenply.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) Ruies, 2016
(hereinafter referred to as the IEPF Ruies, 2016) read with Section 124 of the Companies Act, 2013, in addition to the
transfer of the unpaid or unciaimed dividend to Investor Education and Protection Fund (hereinafter referred to as "IEPF”),
the Company shaii be required to transfer the underiying shares on which dividends have remained unpaid or unciaimed
for a period of seven consecutive years to IEPF Demat Account. Accordingiy, tiii date totai 39,937 equity shares, as detaiied
beiow, in respect of which dividend was unpaid or unciaimed for a consecutive period of seven (7) years or more had been
transferred to the Investor Education and Protection Fund ("IEPF”) of the Centrai Government from time to time. Out of this,
during 2021-22, one sharehoider, whose shares were transferred to the De-mat account of IEPF Authority, ciaimed and
received his/her 2000 shares from IEPF Authority.

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

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

Share Capital

During the year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company
issued and aiiotted equity shares of face vaiue of Re. 1/- each (fuiiy paid-up) as detaiied beiow from time to time to the
eiigibie empioyees of the Company for cash at a price of Rs.55/- per equity share (inciuding a premium of Rs.54/- per share),
aggregating to Rs. 6,46,05,750/- under Greenply 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.1 each) to
Rs.12,48,73,295/- (12,48,73,295 equity shares of Re.1 each).

De-mat Suspense Account/Unclaimed Suspense Account

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

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

Directors and Key Managerial Personnel

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 Dalal 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 Dalal 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.

Declaration by Independent directors

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(6) of the Companies Act,
2013 and Regulation 16 of Listing Regulations.

Meetings of the Board of Directors

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.

Performance Evaluation

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

Pursuant to Para VII of Schedule IV of the Companies Act, 2013 (‘Act, 2013') and applicable provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), a
meeting of the Independent Directors (‘IDs') of the Company was convened on 24^th March, 2025 to perform the following:

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

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

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

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

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

The criteria for evaluation are briefly provided below:

a. For Independent Directors:

- General parameters

- Roles & responsibilities to be fulfilled as an Independent director

- Participation in Board process.

b. For Executive & Non-executive Directors:

- Governance

- Strategy

- Stakeholder focus

- Communication & influence

- Quality or capability

- Performance improvement

- Financial & risk awareness

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

Familiarisation Programme

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

Managerial Remuneration

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

(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 2020’7"Pian”) 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 DaLaL expired on 30^th September, 2024, hence they ceased to be Directors of the Company w.e.f. the conclusion
of the AGM 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;

2641

The certificate from Mr. Girish Bhatia, Practising Company
Secretary (Membership No. FCS 3295 / COP No. 13792),
Kolkata, 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 weblink www.greenply.com/investors

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

Audit Committee

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, 6^th February, 2025, and 24^th March, 2025.

Vigil mechanism

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

mechanism for directors, employees and stakeholders or
third party to report genuine concerns had been framed
and implemented. This policy provides a process to disclose
information, confidentially and without fear of victimization,
where there is reason to believe that there has been serious
malpractice, fraud, impropriety, abuse or wrong doing within
the Company. The policy safeguards the whistle blowers to
report concerns or grievances and also provides a direct
access to the Chairman of the Audit Committee. During the
year under review, none of the personnel has been denied
access to the Chairman of the Audit Committee. The policy
has been uploaded on the website of the Company and is
available at the weblink at

https: / / www.greenply.com:5001/
originalpdf1740395042456-7005.pdf

Nomination and Remuneration Committee

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, 6^th December, 2024, 6^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.greenply.com:5001/pdf1715929931027-8763.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 -

Ý fixed remuneration (including fixed supplements)

Ý performance based remuneration (variable salary)

Ý pension schemes, where applicable

Ý other benefits in kind

Ý 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 by way of fee
for attending meetings of the Board or Committee thereof
or for any other purpose whatsoever as may be decided
by the Board, as permissible under Applicable law;

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

Stakeholders Relationship Committee

As on 31^st March, 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 6^th February, 2025.

Risk Management Policy

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

Committee of the Board evaluates risks management system
of the company on quarterly basis.

Risk Management Committee

As on 31^st March, 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 6^th February, 2025.

Annual Return

The Annual Return as required under Section 92 and Section
134 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is
available on the Company's website at

https://www.greenply.com:5001/

originalpdf1753102673740-5862.pdf

Material changes and commitments and change
in the nature of business

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.

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

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.

Internal financial controls

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

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

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

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

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

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

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

Insurance

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

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

The details of related party disclosures with respect to
loans/ advances/investments at the year end and maximum
outstanding amount thereof during the year as required
under Part A of Schedule V of the Listing Regulations have
been provided in the notes to the Financial Statements of
the Company. Further, there was no transaction with person
or entity belonging to the promoter/ promoter group which
hold(s) 10% or more shareholding in the Company as per
Para 2A of the aforesaid Schedule.

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

Details of loans/advances granted, guarantees given and
investments made during the year under review, covered

under the provisions of Section 186 of the Companies Act,
2013 are disclosed in the financial statements attached to
this annual report.

Amount outstanding as at 31^st March, 2025

Public Deposits

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.

Listing of shares

The Equity Shares of the Company are listed on the BSE
Limited (BSE) with scrip code No. 526797 and on National
Stock Exchange of India Limited (NSE) with scrip symbol
GREENPLY. The Company confirms that the annual listing fees
to both the stock exchanges for the financial year 2024-25
have been duly paid.

Related party transactions

There have been no materially significant related party
transactions undertaken by the Company which may have
potential conflict with the interest of the Company. Related
party transactions that were entered into during the year
under review were on arm's length basis and/or were in
ordinary course of business. 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/
originatpdf1740395215460-2972.pdf

Corporate Governance

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.

Management Discussion and Analysis Report

The Report on Management Discussion and Analysis Report
in terms of Regulation 34, read with Schedule V of the Listing
Regulations, forms part of this Annual Report and is annexed
to this Report. Certain Statements in the 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.

Policy on Prevention of Sexual Harassment of
Women at Workplace

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

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

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

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

The particulars related to the conservation of energy,
technology absorption and foreign exchange earnings and
outgo, as required under section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, is annexed to this Report.

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

As on 31^st March, 2025, no application has been made or
no proceedings are pending under the Insolvency and
Bankruptcy Code, 2016.

Corporate Social Responsibility

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

https://www.greenply.com:5001/pdf

1715930507994-9293.pdf

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 long term social and environmentally
sustainable CSR activities.

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

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

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

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

a) eradicating hunger, poverty and malnutrition,
promoting health care including preventive
health care and sanitation including contribution
to the Swach Bharat Kosh set-up by the Central
Government for the promotion of sanitation and
making available safe drinking water;

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

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

d) ensuring environmental sustainability, ecological
balance, protection of flora and fauna, animal
welfare, agroforestry, conservation of natural
resources and maintaining quality of soil, air
and water 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.

Directors' Responsibility Statement

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

134(5) of the Companies Act, 2013, your directors state that:

(i) in preparation of the Annual Accounts for the financial
year ended March 31, 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.

CEO and CFO certification

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

Code of Conduct for Directors and senior
management personnel

The Code of Conduct for Directors and Senior Management
Personnel is 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.

Disclosure regarding compliance of applicable
Secretarial Standards

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

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

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 24680 / COP No.
26447), 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.

Business Responsibility and SustainabilityReport

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

Fraud Reporting

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

Disclosures with respect to Demat Suspense Account/
Unclaimed Suspense Account

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

Particulars of employees

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

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

General Disclosure

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

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

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

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

Acknowledgements

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

For and on behalf of the Board of Directors

Rajesh Mittal

Chairman cum Managing Director
DIN: 00240900

Place: Kolkata
Date: April 28, 2025