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Greenply Industries Ltd.

Notes to Accounts

NSE: GREENPLYEQ BSE: 526797ISIN: INE461C01038INDUSTRY: Plywood/Laminates

BSE   Rs 300.50   Open: 306.35   Today's Range 300.50
308.50
 
NSE
Rs 301.10
-4.05 ( -1.35 %)
-5.40 ( -1.80 %) Prev Close: 305.90 52 Week Range 228.60
407.70
You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 3760.16 Cr. P/BV 4.98 Book Value (Rs.) 60.43
52 Week High/Low (Rs.) 408/245 FV/ML 1/1 P/E(X) 41.04
Bookclosure 04/08/2025 EPS (Rs.) 7.34 Div Yield (%) 0.17
Year End :2025-03 

j. Provisions (other than for employee benefits)

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that
can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

Provisions are determined by discounting the expected future cash flows (representing the best estimate of the
expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability.

The unwinding of the discount is recognised as finance cost. Expected future operating losses are not provided for.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation
at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

k. Revenue

(i) Sale of goods

The Company manufactures, sales and trades in plywood and allied products. Sales are recognised when control of
the products has transferred. Once the products are dispatched/delivered to the dealer, the dealer has full discretion
over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the dealer's
acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risk
of obsolescence and loss have been transferred to the dealer, and either the dealer has accepted the products in
accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence
that all criteria for acceptance have been satisfied.

Revenue is measured based on the transaction price, which is the consideration, adjusted for discounts, if any.
Revenue excludes taxes collected from customers.

Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume
discounts. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur.

Generally, the Company receives short term advances from its customers. Using the practical expedient in Ind AS
115, the Company does not adjust the promised amount of consideration for the effects of a significant financing
component if it expects, at contract inception, that the period between the transfer of the promised goods to the
customer and when the customer pays for those goods will be one year or less.

l. Government grants

Grants from Government are recognised at their fair value where there is reasonable assurance that the grant will be
received and the Company will comply with the conditions attached thereto.

Government grants related to revenue are recognised in the Statement of Standalone Profit and Loss on a systematic
and rational basis in the periods in which the Company recognises the related costs for which the grants are intended to
compensate and are netted off with the related expenditure. If not related to a specific expenditure, it is taken as income
and presented under “"Other Operating Revenue””.

m. Leases and Right to use assets

With effect from 01 April 2019, the Company has applied Ind AS 116 using the modified retrospective approach. The
details of accounting policies under Ind AS 17 are disclosed separately if they are different from those under Ind AS 116.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company
assesses whether:

- the contract involves the use of an identified asset - this may be specified explicitly or implicitly and should be
physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a
substantive substitution right, then the asset is not identified;

- the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the
period of use; and

- the Company has the right to direct the use of the asset. The Company has this right when it has the decision-making
rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the
decision about how and for what purpose the asset is used is predetermined, the Company has the right to direct
the use of the asset if either:

- the Company has the right to operate the asset; or

- the Company designed the asset in a way that predetermines how and for what purpose it will be used.

This policy is applied to contracts entered into, or changed, on or after 1 April 2019.

At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration
in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land
and buildings in which it is a lessee, the Company has elected not to separate non-lease components and account for
the lease and non-lease components as a single lease component.

Under Ind AS 116: (as a lessee)

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset
is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments
made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease
incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives
of right-of-use assets are determined on the same basis as those of property plant and equipment. In addition, the

right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the
lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's
incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

- fixed payments, including in-substance fixed payments;

- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date;

- amounts expected to be payable under a residual value guarantee; and

- the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an
optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early
termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a
change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate
of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of
whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the
right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company presents right-of-use assets that do not meet the definition of investment property and lease liabilities
separately in the statement of financial position

Short-term leases and leases of low-value assets

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of office premises
that have a lease term of 12 months or less and leases of low-value assets.

n. Recognition of dividend income, interest income or expense and insurance claim.

Dividend income is recognised in Statement of Standalone Profit and Loss on the date on which the Company's right to
receive payment is established.

Interest income or expense is recognised using the effective interest method. The 'effective interest rate' is the rate that
exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

- the gross carrying amount of the financial asset; or

- the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset
(when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have
become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest
rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest
income reverts to the gross basis.

o. Income tax

Income tax expense comprises of current tax and deferred tax. Current tax and deferred tax are recognised in the
Statement of Standalone Profit and Loss except to the extent that it relates to items recognised directly in equity or in OCI.

(i) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the

best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related
to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the end of the
reporting period.

Current tax assets and current tax liabilities are off set only if there is a legally enforceable right to set off the
recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

(ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the corresponding amounts used for taxation purposes (tax base). Deferred tax
is also recognised in respect of carried forward tax losses. Deferred tax is not recognised for:

- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;

- temporary differences related to investments in subsidiaries and joint arrangements to the extent that the
Company is able to control the timing of the reversal of the temporary differences and it is probable that they
will not reverse in the foreseeable future; and

- taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against
which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not
be available. Therefore, in case of a history of recent losses, the Company recognises a deferred tax asset only to
the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient
taxable profit will be available against which such deferred tax asset can be realised.

Deferred tax assets - unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced
to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the
Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realised simultaneously.

p. Borrowing costs

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to
the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds.
Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial
period of time to get ready for their intended use are capitalised as part of the cost of that asset. Other borrowing costs
are recognised as an expense in the period in which they are incurred.

Where there is an unrealised exchange loss which is treated as an adjustment to interest and subsequently there is a
realised or unrealised gain in respect of the settlement or translation of the same borrowing, the gain to the extent of
the loss previously recognised as an adjustment is recognised as an adjustment to interest.

q. Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any tax effects.

r. Dividends

Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends
are recorded as a liability on the date of declaration by the Board of Directors of the Company.

s. Cash and cash equivalents

Cash and cash equivalents include cash and cash-on-deposit with banks. The Company considers all highly liquid
investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible
to known amounts of cash to be cash equivalents.

t. Cash flow statement

Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income
or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing
activities of the Company are segregated.

u. Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders
by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all
dilutive potential equity shares.

v. Operating segment

An operating segment is a component of the Company that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's
other components, and for which discrete financial information is available. All operating segments' operating results are
reviewed regularly by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to
the segments and assess their performance. The CODM consists of the Executive Chairman cum Managing Director, Joint
Managing Director & CEO and Chief Financial Officer.

The Company business activity fall within a single operating segment, namely 'Plywood and allied products.

w. Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present
obligation that is not recognised because it is not probable that an outflow of resources will be required to settle
the obligation. The Company does not recognise a contingent liability but disclosures its existence in the standalone
financial statements.

3A. Standards issued but not yet effective

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. For the year ended 31 March 2025, MCA has notified
Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions,
applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its
evaluation has determined that it does not have any significant impact in its financial statements.

(b) Security

As at 31 March 2025, property, plant and equipment with a carrying amount of H9,507.45 lakhs (31 March 2024: H9,814.85
lakhs) are subject to charge to secured borrowings (see note 20).

(c) For contractual commitment with respect to property, plant and equipment, refer note 38.

5. Right-of-use assets and leases

See accounting policy in note 3(m).

The Company's lease arrangement is in respect of lands taken on lease for the period ranging between 90-99 years, office
premises/godown taken on lease for the period 3-5 years and vehicles taken on lease for the period 2-5 years.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU
assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient
to meet the obligations related to lease liabilities as and when they fall due.

The Company incurred Rs. 1,118.63 lakhs (31 March 2024: H861.90 lakhs) for the year ended 31 March 2025, towards
expenses relating to short term leases and leases of low value assets included under Rent. (refer note 33).

The total cash outflow for leases is Rs. 1,655.42 lakhs (31 March 2024: H1,293.52 lakhs) for the year ended 31 March 2025,
including cash outflow for short term and leases of low value assets.

Information about the Company's fair value measurement and exposure to credit and market risks are disclosed in note
41 and 42.

A In line with the philosophy of enhancing the share of renewable power source in its operations, the Company has
entered into a Power Purchase Agreement (PPA) with ReNew Green (GJ Four) Private Limited to procure agreed output
of wind and solar energy. Further, to comply with regulatory requirement for being a “captive user” under the Electricity
Laws, 2003, during the previous year, the Company has entered into the Share Purchase, Subscription and Shareholder's
Agreement (SPSSA) to acquire up to 3.12% stake in ReNew Green (GJ Four) Private Limited, throughout the term of the
definitive agreements i.e. PPA and SPSSA.

(a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares with par value of H1 per share. Accordingly, all equity shares rank
equally with regard to dividends and share in the Company's residual assets on winding up. The equity shareholders
are entitled to receive dividend as declared by the Company from time to time. The voting rights of an equity
shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the
Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable
has not been paid. Failure to pay any amount called up on shares may lead to their forfeiture.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the
Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.

Note:

Shares held in abeyance

In compliance with the provisions of the Companies Act, 2013, 2000 equity shares of the Company held by 2
shareholders are unclaimed and held in “Greenply Industries Limited” - Unclaimed Suspense Account.

Description, nature and purpose of reserve:

(i) Retained earnings : Retained earnings are the profits by the company has earned till date, less any transfer to
general reserve, dividends or other distributions paid to shareholders. It also includes remeasurement gain/loss of
defined benefit plan.

(ii) Share options outstanding reserve : This reserve relates to stock options granted by the Company to eligible
employees under Greenply Employee Stock Option Plan 2020 (Scheme). This reserve is transferred to securities
premium or retained earnings on exercise or cancellations of vested options respectively.

(iii) Share application money pending allotment : This relates to amount received against application money received
from employees under the Stock options exercised under Greenply Employee Stock Option Plan 2020 (Scheme).

(iv) Securities premium : This reserve represents the premium on issue of shares and can be utilised in accordance with
the provisions of the Companies Act.

(B) Details of security

(a) Term loans of H600.40 lakhs (31 March 2024: H Nil lakhs) are secured by:

First pari passu charge on aLL movable fixed assets of the company, present and future, except assets specifically
charged to other lenders.

(b) Secured Loan against vehicles were in respect of finance of vehicles, secured by hypothecation of the respective
vehicles, which was repayable in 37 to 60 months and with interest rate ranging between 6.90% p.a to 9.44% p.a.

(c) Rupee loan repayable on demand of H1,047.39 lakhs(31 March 2024: H2,684.97 lakhs) are secured by:

i) First pari passu charge on all the current assets of the Company.

ii) Second pari passu charge on aLL movabLe fixed assets of the company, present and future, except assets
specifically charged to other lenders.

iii) Second pari-passu charge on immovable fixed assets of the Company situated at Kriparampur (West Bengal).

(e) The Company has submitted quarterly statements of financial information as required by banks which are in
agreement with the books of accounts.

(b) (i) In a case related to availing of area based exemption under Central Excise where company was required to
pay back excess refund received from the Excise Department for the period from 01.04.2008 to 30.06.2017,
the Company had paid under protest its share of liability of H1,625.62 lakhs during the financial ended 31
March 2021. The Company had also made a provision of H1,516.03 lakhs towards its share of estimated interest
even though the applicability of interest is litigative in nature. This provision was made with respect to the
Company's own share of 60% in reference to Clause No. 4.3.6 of the Composite Scheme of Arrangement between
Greenply Industries Limited and Greenpanel Industries Limited, duly approved by the Hon'ble National Company
Law Tribunal, Guwahati Bench on 28.06.2019. Considering the nature and size of transaction, the Company has
already disclosed the above mentioned impact as an “"exceptional items”” in the financial result for the year
ended 31 March 2020 and those for the year ended 31 March 2021.

(b) (ii) During the year ended 31 March 2023, the Company has received an order from Office of the Commissioner,
Department of Revenue, Central Goods and Services Tax fixing the special rate of value additions for the financial
years 2007-08 to 2016-17 in respect of availing of area based exemption under Central Excise. The management
has reassessed its liability to Rs. 2,179.64 lakhs including interest with respect to the same and consequently
has reversed an excess provision of Rs 962 lakhs, as recognised in earlier years as an “"exceptional items"" for
the year ended 31 March 2023, post providing full impact pursuant to Clause No. 4.3.6 of the Composite Scheme
of Arrangement between Greenply Industries Limited and Greenpanel Industries Limited, duly approved by the
Hon'ble National Company Law Tribunal, Guwahati Bench on 28.06.2019.

During the previous year, the Company has received an order from Office of Assistant Commissioner, Department
of Revenue, Central Goods and Services Tax quantifying the interest liability in respect of availing of area based
exemption above. Consequently, Company has reversed the excess provision pertaining to interest recognised in
earlier years and recognized an exceptional gain of Rs 885.75 lakhs.

(b) (iii) On October 26, 2023, Greenply Industries Limited (“GIL”) incorporated a joint venture entity, Greenply Samet
Private Limited ( or GSPL), with Samet BV. Two directors of GIL have been appointed as the nominee directors on
the Board of GSPL. In February 2024, a guarantee of INR 5,500 lakhs has been given by GIL in favour of a bank
for the loan obtained by GSPL without obtaining prior approval of the shareholders of the Company by way of
special resolution. The aforesaid guarantee given is not in compliance with Section 185 of the Companies Act,
2013. The Company has initiated necessary steps to ensure compliance with the applicable provisions of the Act.

Note:

(a) Defined contribution plan : The Company makes contributions to a government administered fund, determined as a
specified percentage of employee salaries, in respect of qualifying employees towards Provident and Pension Fund,
which is a defined contribution plan. The Company has no obligations other than to make the specified contributions.
The contributions are charged to the Standalone Statement of Profit and Loss as they accrue. The amount recognised
as an expense towards contribution to Provident fund aggregates to H864.76 lakhs (31 March 2024: H774.91 lakhs).

The Company contributes its Employee State Insurance (ESI) contribution with Employees' State Insurance Corporation
(ESIC) maintained by Government agencies, contributions made by the Company for ESI is based on the current
salaries. In the ESI scheme, contributions are also made by the employees. The annual contribution amount of H30.58
lakhs (31 March 2024: H31.62 lakhs) has been charged to the Standalone Statement of Profit and Loss in relation to
the above defined contribution scheme.

(b) Defined benefit plan: Retirement benefits in the form of gratuity is considered as defined benefit obligations and
is provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of
the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period)
has been applied when calculating the defined benefit obligation recognised in the Balance Sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the
prior period.

The Board of Directors in their meeting held on 26 December 2023 and the members of the Company through postal
ballot on 15 February 2024 have approved transfer of 51% of shareholding held in Greenply Middle East Limited (GMEL),
Dubai, a Wholly Owned Material Subsidiary, to Group of Investors, for a consideration of USD 1,573,886.

Post approval, the aforesaid transactions was completed on March 26, 2024 (being the effective date of transfer) and the
Company has transferred the shareholding in favour of group of investors on that date for the agreed consideration. This
has resulted in gain on sale of investment of Rs 381.08 lakhs during previous year ended.

During the current year ended 31 March 2025, Company has recognised provision for impairment of investments of
Rs. 660.55 lakhs for investments held in Greenply Holdings Pte. Limited (wholly owned subsidiary of the Company).

36. Share based payments
(a) Employee stock option scheme

See accounting policy in note 3(h)

The “"Greenpiy Employee Stock Option Plan 2020”” (herewith referred to as “”ESOP Scheme 2020””) was approved by
the Nomination and Remuneration Committee (NRC) of Board of Directors of the Company, in their meeting held on 14
August 2020. Approval of the Shareholders were received on 15 October 2020 (for approval of ESOPs) and 23 December
2020 (modification of ESOPs previously approved) with respect to ESOP Scheme 2020. The Scheme is designed to provide
incentives to eligible employees to deliver long term returns. Under the Scheme each Option entitles the holder thereof
to apply for and be allotted one equity shares of the Company of Re.1 each upon payment of the exercise price at the
time of exercise of options by employees. The exercise period commences from the date of vesting of the Options and
expires at the end of 4 years from the date of vesting. The first options was granted on 17th March 2021 to all the eligible
employees followed by second options on 16th March 2022.

The Company has granted fresh options to the eligible employees on 06 November 2023 and 01 February 2024.

Vesting schedule of the said options granted on 17th March 2021 was as follows :-

Mr. Manoj Tulsian, Joint Managing Director & CEO (Options Granted 10,00,000)

- After 12 Months from the date of grant : 35 % of the options granted

- After 24 Months from the date of grant : 35 % of the options granted

- After 30 Months from the date of grant : 30 % of the options granted

For Employees other than Mr. Manoj Tulsian, Joint Managing Director & CEO (Options Granted 3,44,500)

- After 12 Months from the date of grant : 50 % of the options granted

- After 24 Months from the date of grant : 50 % of the options granted

The new options were granted on 16th March 2022 to Mr. Manoj Tulsian, Joint Managing Director & CEO
Vesting schedule of the above options granted is as below:-

Mr. Manoj Tulsian, Joint Managing Director & CEO (Options Granted 10,00,000)

- After 12 Months from the date of grant : 50 % of the options granted

- After 18 Months from the date of grant : 50 % of the options granted

Vesting schedule of the options granted on 20 March 2023 are as follows

For employee of the Company including subsidiaries (Options Granted 3,03,240)

- After 12 Months from the date of grant : 25 % of the options granted

- After 24 Months from the date of grant and based on performance of the employee : 25 % of the options granted

- After 36 Months from the date of grant and based on performance of the employee : 25 % of the options granted

- After 48 Months from the date of grant and based on performance of the employee : 25 % of the options granted

Vesting schedule of the options granted on November 6, 2023 are as follows

For employee of the Company (Options Granted 50,540)

- After 12 Months from the date of grant : 25 % of the options granted

- After 24 Months from the date of grant and based on performance of the employee : 25 % of the options granted

- After 36 Months from the date of grant and based on performance of the employee : 25 % of the options granted

- After 48 Months from the date of grant and based on performance of the employee : 25 % of the options granted

For employee of the Company (Options Granted 38,800)

- After 12 Months from the date of grant : 33.33 % of the options granted

- After 24 Months from the date of grant and based on performance of the employee : 33.33 % of the options granted

- After 36 Months from the date of grant and based on performance of the employee : 33.34 % of the options granted

In terms of the aforesaid plan, the eligible employee of the Company receives certain number of shares of the Company
as per the terms and conditions of the Plan. The aforesaid plan is an equity settled plan.

Vesting schedule of the options granted on February 01, 2024 are as follows

For employee of the Company including subsidiaries (Options Granted 13,300)

- After 12 Months from the date of grant : 25 % of the options granted

- After 24 Months from the date of grant and based on performance of the employee : 25 % of the options granted

- After 36 Months from the date of grant and based on performance of the employee : 25 % of the options granted

- After 48 Months from the date of grant and based on performance of the employee : 25 % of the options granted

In terms of the aforesaid plan, the eligible employee of the Company receives certain number of shares of the Company
as per the terms and conditions of the Plan. The aforesaid plan is an equity settled plan.

Measurement of fair value

For grant of options on 17th March 2021 and 16th March 2022:-

The fair value of ESOP Scheme 2020 as on the date of grant was determined using the Black Scholes Model which takes
into account the share price at the measurement date, expected price volatility of the underlying share, the expected
dividend yield and risk free interest rate and carrying amount of liability included in employee benefit obligations.

For grant of options on 20 March 2023:-

The Company has recognised these share based payment transactions as equity settled share based payment transaction
in accordance with the requirements of paragraph 43 A and 43 B of Ind AS 102 Share Based Payments, since the Company
receives the services of the employee to whom the shares have been granted by the Company and the Company has no
obligation to settle the same.

g) Terms and conditions of transactions with related parties

Purchase and sales from/to related parties are made in the ordinary course of business and on terms equivalent to
those that prevail in arm's length transactions with other vendors. Outstanding balances at the year-end is unsecured
and settlement occurs in cash.

The Company has not recorded any impairment of receivables relating to amounts owed by a related parties. This
assessment is undertaken in each financial year through examining the financial position of the related parties and
the market in which the related party operates.

The loan given to related parties are on terms at arm's length price. Outstanding balances at the year-end is
unsecured and settlement occurs in cash. The interest on loan given to Indian subsidiaries are repo rate plus 200
bps or borrowing rate of Company plus 100 bps, whichever is higher on reducing balance and that given to foreign
subsidiary is at 12 months USD SOFR plus 500 basis points.

The guarantee given to related parties are on terms at arm's length price. The commission on such guarantee has
been recovered at arm length price.

h) Details of loans, investments and guarantee covered under Section 186(4) of the Companies Act, 2013
(i) Details of loans

Loan given to Greenply Sandila Private Limited and Greenply Speciality Panels Private Limited bears interest rate
of repo rate plus 200 bps or borrowing rate of company plus 100 bps, whichever is higher on reducing balance
and is repayable within five year from the date of disbursement and the said loan has been given for business
requirements.(refer note 9).

(b) The fair value of derivatives (forward foreign exchange contracts,etc) is calculated as the present value determined
using forward exchange rates and interest rate curve of the respective currencies based on report obtained from
banking partners.

(c) The fair value of unquoted investments included in level 3 is determined using discounted cash flows, net asset
value approach. Significant unobservable inputs comprise long term growth rates, market conditions of the specific
industry etc. However, the changes in the fair values due to changes in unobservable inputs will not be material to
the financial statements.

There were no transfer of financial assets or liabilities measured at fair value between level 1 and level 3, or transfer into
or out of level 3 during the year ended 31 March 2025 and 31 March 2024.

41. Fair value measurement

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in forced or liquidation sale.

The Company has established the following fair value hierarchy that categories the value into 3 levels. The inputs to
valuation techniques used to measure fair value of financial instruments are:

Level 1: The hierarchy uses quoted prices in active markets for identical assets or liabilities. The fair value of all bonds
which are traded in the stock exchanges is valued using the closing price or dealer quotations as at the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market (for example traded bonds, over
the counter derivatives) is determined using valuation techniques which maximise the use of observable market data
and rely as little as possible on company specific estimates. If all significant inputs required to fair value an instrument
are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
Level 3.

42. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

(i) Credit risk

(ii) Liquidity risk

(iii) Market risk

Risk management framework

The Company's principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables.
The main purpose of these financial liabilities is to finance the Company operations. The Company's principal financial
assets, other than derivatives include trade and other receivables, investments and cash and cash equivalents that
derive directly from its operations.

The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.
The Company's primary risk management focus is to minimise potential adverse effects of market risk on its
financial performance.

The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. The Company's
exposure to credit risk is influenced mainly by the individual characteristic of each customer. The Company's risk
management assessment and policies and processes are established to identify and analyse the risks faced by the
Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk
assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and
the Company's activities.

This note presents information about the Company's exposure to each of the above risks, the Company's objectives,
policies and processes for measuring and managing risk, and the Company's management of capital.

(ii) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at
reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities
and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The
Company's finance team is responsible for liquidity, funding as well as settlement management. In addition, Processes
and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity
position through rolling forecasts on the basis of expected cash flows.

The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to
meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company's reputation.

Exposure to liquidity risk

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting
date based on contractual undiscounted payments.

(i) Credit risk

Credit risk is the risk of financial loss of the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the receivables from customers and loans. Credit arises
when a customer or counterparty does not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade
receivables) and from its financing/investing activities, including deposits with bank, foreign exchange transactions
and financial guarantees. The Company has no significant concentration of credit risk with any counterparty. The
carrying amount of financial assets represent the maximum credit risk exposure.

Trade receivable

The management has established a credit policy under which each new customer is analysed individually for
creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The
Company's review includes external ratings, if they are available, financial statements, credit agency information,
industry information and in some cases bank references.

Exposure to credit risks

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer.
However management also considers the factors that may influence the credit risk of its customer base, including
the default risk associated with the industry. Details of concentration percentage of revenue generated from top
customer and top five customers are stated below:

Trade receivables are primarily unsecured and are derived from revenue earned from customers. Credit risk is
managed through credit approvals, establishing credit limits and by continuously monitoring the creditworthiness of
customers to which the Company grants credit terms in the normal course of business. As per simplified approach,
the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the
risk of default payments and makes appropriate provisions at each reporting date whenever it is for longer period
and involves higher risk. The movement of expected credit loss provision is as follows:

(iii) Market risk

Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the
price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest
rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that effect market
risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including
investments and deposits, foreign currency receivables, payables and borrowings. The Company uses derivatives to
manage market risks. All such transactions are carried out within the guidelines set by the management.

(a) Currency risk

Foreign currency risk is the risk impact related to fair value or future cash flows of an exposure in foreign currency,
which fluctuate due to changes in foreign exchange rates. The Company's exposure to the risk of changes in
foreign exchange rates relates primarily to the foreign currency borrowings, import of raw materials and spare
parts, capital expenditure, exports of finished goods. The Company evaluates exchange rate exposure arising
from foreign currency transactions. The Company follows established risk management policies and standard
operating procedures. It uses derivative instruments like forwards to hedge exposure to foreign currency risk.

(b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company exposure to the risk of changes in market interest rates related
primarily to the Company's current borrowing with floating interest rates. The Company constantly monitors the
credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.

43. Capital management

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and
to sustain future development of the business. The management monitors the return on capital, as well as the level of
dividends to equity shareholders.

The Company's objective when managing capital are to: (a) to maximise shareholders value and provide benefits to other
stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.

For the purpose of the Company's capital management, capital includes issued equity share capital and other equity
reserves attributable to the equity holders.

The Company monitors capital using debt-equity ratio, which is total debt less liquid investments divided by total equity.

44. Segments information (Ind AS 108)

In accordance with Ind AS 108 “Operating Segments”, segment information has been given in the consolidated financial
statements of the Company, and therefore, no separate disclosure on segment information is given in these standalone
financial statements.

45 . The Company has established a comprehensive system of maintenance of information and documents as required by the transfer
pricing regulations under Sections 92-92F of the Income-Tax Act, 1961. Since the law requires existence of such information
and documentation to be contemporaneous in nature, the Company continuously updates its documents for the international
transactions entered into with the associated enterprises during the financial year. The management is of the opinion that its
international transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements,
particularly on the amount of tax expense for the year and that of provision for taxation.

Explanation for change in the ratios by more than 25% as compared to the preceding year
Debt-Equity Ratio :
Increase due to increase in adjusted net borrowings.

Debt Service Coverage Ratio : Improved due to increase in earnings and repayment of loan during the year.

Inventory turnover ratio : Decreased as a result of increase in closing inventory during the year as compared to
opending inventory.

Net Capital turnover ratio : Improved due to increase in revenue during the year and effective utilisation of working capital.
Return on investment : Increased due to increase in fair valuation of investments as compared to previous year.

Proposed dividends on equity shares are subject to approval by the shareholders at the ensuing annual general meeting
and are not recognised as a liability as at 31 March 2025.

The accompanying notes form an integral part of the standalone financial statements
As per our report of even date attached

For B S R & Co. LLP For and on behalf of Board of Directors of

Chartered Accountants Greenply Industries Limited

Firm Registration number: 101248W/W-100022 CIN: L20211WB1990PLC268743

Seema Mohnot Rajesh Mittal Manoj Tulsian

Partner Chairman cum Managing Director Joint Managing Director & CEO

Membership No: 060715 DIN : 00240900 DIN : 05117060

Nitinkumar Dagdulal Kalani Kaushal Kumar Agarwal

Chief Financial Officer Company Secretary & Sr. VP-Legal

Place : Kolkata Place : Kolkata

Dated : 28th April 2025 Dated : 28th April 2025

 
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