Greenpanel Industries Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your directors are pleased to present the 9^th Annual Report of the Company on its business and operations, together with the
Audited Financial Statements for the financial year ended March 31,2026.

Financial Highlights

The financial performance of your Company for the financial year ended March 31,2026, is summarised below:

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	1539.37	1435.77
Profit before Finance Charges, Tax, Depreciation & Amortization	94.24	153.78
Less: Finance Charges	36.71	6.67
Profit Before Tax, Depreciation & Amortization	57.53	147.11
Less: Depreciation & Amortization	101.29	77.42
Net Profit / (Loss) before Exceptional Items and Tax	-43.76	69.69
Less: Exceptional Items	-	-
Net Profit Before Tax	-43.76	69.69
Less: Provision for Tax / Tax Expenses	-14.63	-2.42
Profit/(Loss) after Tax	-29.13	72.11
Add: Net other Comprehensive Income	-0.16	-0.40
Total Comprehensive Income (Net of Taxes)	-29.28	71.71
Add: Balance brought forward from earlier year	749.09	681.06
Amount available for appropriation	719.81	752.77
Less: Dividend paid on equity shares	-	3.68
Balance carried to Balance Sheet	719.81	749.09

Result of Operations and the State of the
Companyâs Affairs

During the financial year under review, the Company
recorded revenue from operations of ''1,539.37 crore as
against ''1,435.77 crore in the previous year, registering a
growth of 7.22%.

The Company however reported loss after tax of ''29.13 crore
for the year FY26 compared to a profit after tax of ''72.11
crore in the previous financial year. The decline in profit was
largely a consequence of certain exceptions. The adverse
exchange rate movement on the outstanding EURO
denominated borrowings resulted in an adverse impact of
''49.06 crores. Apart from this, there was also an impact to
the bottom line on account of initial inefficiencies during the
stabilization phase of the new line at Andhra Pradesh during
Q1FY26 and higher interest & depreciation expense post
capitalization of the new line.

The Company continues to maintain a strong market position,
supported by its extensive manufacturing capabilities, wide
distribution network, established brand equity and focus on
operational excellence. The management remains committed
to enhancing operational efficiencies, strengthening margins
and creating sustainable long-term value for all stakeholders.

Export Performance

Exports during the year stood at ''144.61 crore as compared
to ''147.63 crore in the previous year. The decline in export

turnover was primarily due to geopolitical uncertainties and
associated supply chain disruptions in international markets,
particularly in the Middle East region during the last quarter of
the year, which affected demand and trade flows.

The Company continues to expand its international
footprint through a focused export strategy, strengthening
relationships with existing customers while exploring
opportunities in new geographies. The management remains
optimistic about the long-term growth prospects of the
export business and continues to pursue opportunities for
increasing export revenues.

Market Leadership and Strategic Focus

Greenpanel Industries Limited (âGreenpanelâ) continues
to be India''s largest Wood Panel Manufacturer and a
pioneer in the Medium Density Fibreboard ("MDF") industry.
Over the years, the Company has played a significant role in
developing and expanding the MDF market in India through
continuous investments in manufacturing capabilities,
product innovation, distribution infrastructure and market
education towards usage and acceptance of MDF.

The Company''s diverse product portfolio caters to a broad
spectrum of customer requirements across premium,
mid-market and value segments. Supported by a robust
pan-India distribution network, the Company maintains strong
market penetration and customer reach across the country.

The Company continues to focus on strengthening
its dealer network, enhancing customer engagement,
introducing innovative products and expanding its presence
in the organized sector to reinforce its leadership position
in the industry.

Subsidiary and Joint Venture

During the financial year under review, the Company did not
have any subsidiary, associate company or joint venture.

Change(s) in the Nature of Business

There was no change in the nature of business of the
Company during the financial year under review.

Credit Rating

The Company''s credit ratings were reaffirmed by CARE
Ratings Limited and ICRA Limited during the year under
review. CARE Ratings Limited reaffirmed its CARE A /A1
rating and ICRA Limited reaffirmed its ICRA A /A1 rating for
the Company''s long-term and short-term banking facilities
aggregating ''220 crore. The reaffirmation of these ratings
reflects the rating agencies'' confidence in the Company''s
established market position, strong business fundamentals,
operational capabilities, prudent financial management
practices, and adequate debt servicing capability.

Dividend

In view of the Company''s overall financial position,
accumulated free reserves, liquidity profile and long-term
growth prospects, the Board of Directors is pleased to
recommend, for the approval of the Members at the ensuing
Annual General Meeting, a dividend of 50% on the face
value of ''1 per equity share, i.e., ''0.50 per equity share,
on 12,26,27,395 equity shares for the financial year ended
March 31,2026.

The dividend, if approved by the Members, will be paid in
accordance with the Company''s Dividend Distribution
Policy. The policy is available on the Company''s website
and can be accessed athttps://www.greenpanel.com/pdf/
Dividend-Distribution-Policv.pdf

Transfer to Reserves

The Board has not transferred any amount to the General
Reserve for the financial year ended March 31,2026.

Share Capital

During the year under review, there was no change in the
authorised, issued, subscribed or paid-up share capital
of the Company.

As on March 31,2026, the paid-up equity share capital of the
Company stood at ''12.26 crore comprising of 12,26,27,395
equity shares of ''1 each fully paid-up.

The Company did not issue any equity shares, shares with
differential voting rights, sweat equity shares, employee

stock options, warrants or convertible securities during the
year under review.

Directors and Key Managerial Personnel

As on March 31, 2026, the Board of Directors
and Key Managerial Personnel of the Company
comprised the following:

Sl. No.	Name	Designation
1	Mr. Shiv Prakash Mittal	Whole-time Director & Executive Chairman
2	Mr. Shobhan Mittal	Managing Director & CEO
3	Mr. Salil Kumar Bhandari	Independent Director
4	Mr. Mahesh Kumar Jiwrajka	Independent Director
5	Mr. Arun Kumar Saraf	Independent Director
6	Ms. Shivpriya Nanda	Independent Director
7	Mr. Himanshu Jindal	Chief Financial Officer
8	Mr. Lawkush Prasad	Company Secretary and VP- Legal

Induction, Re-appointment, Retirements and
Resignations

In accordance with the provisions of the Companies Act,
2013 (âthe Actâ) and the Articles of Association of the
Company, Mr. Shiv Prakash Mittal, Whole-time Director
& Executive Chairman (DIN: 00237242), who retired by
rotation at the 8^th Annual General Meeting held on August 6,
2025, was re-appointed by the Members of the Company;
and Mr. Shobhan Mittal (DIN: 00347517), Managing
Director and CEO, retires by rotation at the ensuing Annual
General Meeting and, being eligible, has offered himself for
re-appointment. The Board recommends his re-appointment
for approval of the Members.

During the year under review, Mr. Vishwanathan Venkatramani
was redesignated from the position of Chief Financial Officer
to President - Finance with effect from June 2, 2025.
Consequent thereto, Mr. Himanshu Jindal was appointed
as the Chief Financial Officer of the Company with effect
from June 2, 2025.

None of the Directors of the Company is disqualified from
being appointed or continuing as Directors in terms of
Section 164 of the Act.

A certificate issued by M/s. P Sarawagi & Associates,
Practising Company Secretaries, pursuant to Regulation
34(3) read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (âListing
Regulationsâ), confirming that none of the Directors on the
Board of the Company has been debarred or disqualified
from being appointed or continuing as Directors by the
Securities & Exchange Board of India (âSEBIâ), the Ministry
of Corporate Affairs or any other statutory authority, forms
part of the Corporate Governance Report annexed to
this Annual Report.

Independent Directors

The Company has received declarations from all the
Independent Directors, namely Mr. Salil Kumar Bhandari
(DIN: 00017566), Mr. Mahesh Kumar Jiwrajka (DIN:
07657748), Mr. Arun Kumar Saraf (DIN: 00087063) and
Ms. Shivpriya Nanda (DIN: 01313356), confirming that they
meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulations 16(1)(b) and 25 of
the Listing Regulations.

In the opinion of the Board, all Independent Directors possess
the requisite integrity, expertise, experience and proficiency
and fulfil the conditions specified under the Act and the Listing
Regulations for holding office as Independent Directors.

Meetings of the Board of Directors

During the financial year ended March 31, 2026, five (5)
meetings of the Board of Directors were convened and held.
The intervening gap between any two meetings was within the
period prescribed under the Act and the Listing Regulations.

Details relating to the meetings of the Board, including
attendance of Directors, are provided in the Corporate
Governance Report forming part of this Annual Report.

Performance Evaluation

Pursuant to the provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation
of its own performance, that of its committees and
individual Directors.

The evaluation framework is based on the Guidance Note on
Board Evaluation issued by SEBI and covers various aspects
relating to the composition of the Board, effectiveness of
Board processes, quality of discussions, strategic oversight,
governance standards, risk management, succession
planning, stakeholder engagement and overall functioning of
the Board and its Committees.

The performance of the Board was evaluated after seeking
inputs from all Directors. The Board also evaluated the
perform ance of its com m ittees based on the recommendations
and feedback received from Committee Members.

The Nomination and Remuneration Committee and the
Board reviewed the performance of individual Directors,
taking into account parameters such as participation in
meetings, preparedness, contribution to discussions,
guidance provided to management and overall effectiveness
in discharging fiduciary responsibilities.

In a separate meeting held on January 30, 2026, the
Independent Directors reviewed and evaluated the
performance of the Non-Independent Directors, the Board
as a whole and the Chairman of the Company, taking into
consideration the views of the Executive Directors and
other Board Members.

The Board also assessed the adequacy, quality and
timeliness of information flow between the Management and
the Board, which is essential for effective discharge of the
Boardâs responsibilities.

The Directors expressed satisfaction with the evaluation
process and its outcomes.

Familiarisation Programme

In compliance with Regulation 25(7) of the Listing Regulations,
the Company has established a structured familiarisation
programme for Independent Directors to enable them to
understand the Company''s business operations, industry
dynamics, regulatory environment, governance framework
and risk management practices.

Details of the familiarisation programmes conducted during
the year under review, along with the web link thereto, are
provided in the Corporate Governance Report.

Auditors and their Reports and Records(i) Statutory Auditor:

The Members of the Company, at the 6^th Annual
General Meeting held on June 27, 2023, approved
the re-appointment of M/s. S. S. Kothari Mehta &
Co. LLP, Chartered Accountants (Firm Registration
No. 000756N/N500441), as the Statutory Auditors of
the Company for a second term of five consecutive
years commencing from the conclusion of the 6^thAnnual General Meeting until the conclusion of the
11 ^th Annual General Meeting due to be held in the
calendar year 2028.

The Report of the Statutory Auditors on the standalone
financial statements for the financial year ended
March 31,2026, forms part of this Annual Report.

The observations made in the Auditors'' Report
read together with the relevant notes to the financial
statements are self-explanatory and therefore do not
call for any further comments under Section 134(3)
(f) of the Act.

The Statutory Auditors have not made any qualification,
reservation, adverse remark or disclaimer in their report.

Pursuant to the National Financial Reporting Authority
(NFRA) Circular dated January 6, 2026, the Board
of Directors constituted the Those Charged with
Governance (TCWG) in consultation with the Statutory
Auditors. A pre-audit meeting between the TCWG
and the Statutory Auditors was held on March 26,
2026, to discuss matters relating to the audit of the
financial statements for the financial year 2025-26.
Subsequently, a post-audit meeting was held on
May 12, 2026, to review and discuss the audit findings
and related matters.

(ii) Maintenance of Cost Records:

During the year under review, the maintenance of cost
records as prescribed under Section 148(1) of the Act
was not applicable to the Company.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act,
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A
of the Listing Regulations, the Members of the Company
at the 8^th Annual General Meeting held on August 6, 2025,
appointed M/s. P Sarawagi & Associates, Practising
Company Secretaries, as Secretarial Auditors of the
Company for a term of five consecutive years up to the
conclusion of the Annual General Meeting due to be
held in the calendar year 2030.

The Secretarial Audit Report for the financial year ended
March 31, 2026, in Form MR-3, is annexed to this
Report as Annexure-I.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
Accordingly, no explanation or comment of the
Board is required.

(iv) Internal Auditor:

Pursuant to the provisions of Section 138 of the Act,
M/s. Forvis Mazars LLP (LLPIN: AAI-2887) continued
as the Internal Auditors of the Company during the
year under review.

The Internal Auditors conduct audits on a risk-based
framework and submit their reports periodically to
the Audit Committee. Significant observations and
corrective actions taken thereon are reviewed by the
Audit Committee on a regular basis.

Audit Committee

As on March 31, 2026, the Audit Committee comprised of
five Directors, including four Independent Directors, namely
Mr. Salil Kumar Bhandari, as Chairman, and Mr. Mahesh Kumar
Jiwrajka, Mr. Arun Kumar Saraf, Ms. Shivpriya Nanda, and
Mr. Shiv Prakash Mittal, Whole-time Director & Executive
Chairman, as Members.

The composition of the Audit Committee is in conformity with
the requirements of Section 177 of the Act and Regulation 18
of the Listing Regulations.

The Committee assists the Board in overseeing the integrity
of financial reporting, adequacy of internal financial controls,
effectiveness of internal audit systems, risk management
processes, compliance with statutory and regulatory
requirements and performance of the statutory, internal and
secretarial auditors.

The Audit Committee reviews the quarterly and annual
financial results before submission to the Board and monitors
the implementation of audit recommendations.

During the year under review, all recommendations made by
the Audit Committee were accepted by the Board.

The detailed terms of reference, composition and meetings
of the Audit Committee are provided in the Corporate
Governance Report forming part of this Annual Report

Nomination and Remuneration Committee
and Board Diversity

As on March 31, 2026, the Nomination and Remuneration
Committee (NRC) comprised of four Independent Directors,
namely Mr. Salil Kumar Bhandari, as Chairman, and
Mr. Mahesh Kumar Jiwrajka, Mr. Arun Kumar Saraf and
Ms. Shivpriya Nanda, as Members.

The composition of the Committee is in compliance with the
provisions of Section 178 of the Act and Regulation 19 of
the Listing Regulations. Details of the terms of reference,
composition and meetings of the Committee are provided
in the Corporate Governance Report forming part of
this Annual Report.

The Board has, on the recommendation of the NRC,
adopted a Nomination and Remuneration Policy in
accordance with the provisions of the Act and the Listing
Regulations. The Policy, inter alia, lays down the criteria
for appointment, remuneration, evaluation and succession
planning of Directors, Key Managerial Personnel and Senior
Management Personnel. It also incorporates the principles
governing Board diversity and independence.

The Company believes that an appropriately diversified Board
enhances the quality of decision-making by bringing varied
perspectives, professional expertise, industry experience,
skills, knowledge, gender diversity and independent
judgement. Accordingly, the Company maintains an optimum
combination of Executive, Non-Executive and Independent
Directors, including a women director.

The Nomination and Remuneration Policy is available on the
website of the Company and can be accessed athttps://
www.greenpanel.com/pdf/Remuneration-Policv.pdf

In terms of Section 134(3)(e) read with Section 178(3) of the
Act, the NRC considers the following broad criteria while
recommending appointment of Directors:

Qualifications: Professional competence, industry experience,
leadership capabilities, business acumen, integrity, expertise,
skills, knowledge and diversity of thought.

Positive Attributes: Ethical conduct, strategic perspective,
sound judgement, objectivity, commitment to corporate

governance, effective communication skills and ability to
contribute constructively to Board deliberations.

Independence: Fulfilment of the independence criteria
prescribed under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations.

Stakeholders Relationship Committee

As on March 31, 2026, the Stakeholders Relationship
Committee comprised of Mr. Mahesh Kumar Jiwrajka,
Independent Director, as Chairman, and Mr. Shiv Prakash
Mittal, Whole-time Director & Executive Chairman and
Mr. Shobhan Mittal, Managing Director & CEO, as Members.

The Committee oversees and resolves investor grievances
and ensures effective stakeholder relationship management
in accordance with the provisions of Section 178 of the Act
and Regulation 20 of the Listing Regulations.

The composition, terms of reference and details of meetings
of the Committee are provided in the Corporate Governance
Report forming part of this Annual Report.

Risk Management Committee

As on March 31, 2026, the Risk Management Committee
comprised of Mr. Shiv Prakash Mittal, Whole-time Director &
Executive Chairman, as Chairman, and Mr. Shobhan Mittal,
Managing Director & CEO, and Mr. Arun Kumar Saraf,
Independent Director, as Members.

The Committee assists the Board in overseeing the
Company''s enterprise-wide risk management framework
and reviews key strategic, operational, financial, compliance
and sustainability-related risks, both internal as well as
external, facing the Company.

The composition, terms of reference and details of meetings
of the Committee are set out in the Corporate Governance
Report forming part of this Annual Report.

Risk Management Policy

The Company has established a robust risk management
framework designed to identify, assess, monitor and mitigate
risks that may impact the achievement of its strategic and
business objectives.

Pursuant to Regulation 21 of the Listing Regulations, the
Board has approved a comprehensive Risk Management
Policy. The Risk Management Committee periodically
reviews the risk landscape and evaluates the effectiveness of
mitigation measures adopted by the Management.

The Risk Management Committee oversee non-financial
risks, in accordance with approved terms of reference.
The Board periodically reviews significant risks and mitigation
plans to ensure the continued resilience and sustainability of
the Company''s business operations.

The Board is of the opinion that there are no risks which, in
its assessment, may threaten the existence of the Company.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) and 177(10)
of the Act and Regulation 22 of the Listing Regulations,
the Company has established a Vigil Mechanism / Whistle
Blower Policy to provide Directors, employees and other
stakeholders with an avenue to report genuine concerns
relating to unethical behaviour, actual or suspected fraud,
violation of the Company''s Code of Conduct or any
other misconduct.

The mechanism provides adequate safeguards against
victimisation of whistle blowers and ensures direct access to
the Chairman of the Audit Committee in appropriate cases.
The Policy is available on the website of the Company, and
the web-link thereto is provided in the Corporate Governance
Report forming part of this Annual Report.

During the year under review, the Company received one
complaint under the Vigil Mechanism. The complaint was
subsequently withdrawn by the complainant, and the
allegations contained therein could not be substantiated.
Accordingly, no complaint was pending under the Vigil
Mechanism as on March 31,2026.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return of the Company as on March 31,
2026, is available on the website of the Company and can
be accessed at:https://greenpanel.com/Investor-Relations/
Investor-Relations-Detail.aspx?tab=Annual Returns.

Material Changes and Commitments

No material changes or commitments affecting the financial
position of the Company have occurred between the end of
the financial year under review and the date of this Report.

Significant and Material Orders passed
by the Regulators, Courts, and Tribunals
impacting the Going Concern Status and the
Companyâs Operations in the Future.

During the year under review, no significant or material
orders were passed by any regulator, court or tribunal which
could impact the going concern status of the Company or
materially affect its future operations.

During the year, search proceedings were conducted by the
Directorate General of Goods and Services Tax Intelligence
(DGGI), Meerut Zonal Unit, at the Company''s Registered and
Corporate Office in Gurugram, manufacturing facility located
in the Udham Singh Nagar district, and the Company''s
guest house in Delhi. Pursuant to the proceedings and
without prejudice to its rights and contentions, the Company
deposited an amount of ''4.80 crore towards GST liability
pertaining to the financial years 2019-20 to 2024-25 on a
voluntary basis.

The Income Tax Department also conducted search
proceedings during the year under review at the Company''s
Registered and Corporate Office in Gurugram, manufacturing
facilities located in the Tirupati and Udham Singh Nagar
districts, and certain other premises. The Company fully
cooperated with the Income Tax authorities during the
course of the proceedings. As on the date of this Report, no
order has been received from the Income Tax Department
pursuant to the said proceedings.

Internal Financial Controls

The Company has established adequate internal
financial controls with reference to financial statements,
commensurate with the nature, size and complexity of its
business. The internal financial control framework is designed
to provide reasonable assurance regarding the reliability of
financial reporting, safeguarding of assets, prevention and
detection of frauds and errors, compliance with applicable
laws and regulations, and the orderly and efficient conduct of
business operations.

The Company has implemented appropriate policies,
procedures and control mechanisms across all key business
processes. These controls are periodically reviewed and
tested to ensure their effectiveness.

Based on the evaluation carried out by the Management,
reviewed by the Audit Committee and the Statutory Auditors,
the Board is of the opinion that the Company has, in all
material respects, adequate internal financial controls with
reference to financial statements and that such controls were
operating effectively.

The report of the Statutory Auditors on the adequacy and
operating effectiveness of the Company''s internal financial
controls under Section 143(3)(i) of the Act forms part of the
Independent Auditors'' Report.

Corporate Social Responsibility

The Corporate Social Responsibility ("CSR") Committee of
the Board has formulated and recommended a CSR Policy
in accordance with the provisions of Section 135 of the Act.
The Policy, approved by the Board, outlines the Company''s
CSR vision, focus areas, governance framework and
implementation mechanism, and is available on the website
of the Company.

As on March 31, 2026, the CSR Committee comprised
of one Independent Director namely Mr. Mahesh Kumar
Jiwrajka, as Chairman and two Executive Directors, namely
Mr. Shiv Prakash Mittal, Whole-time Director & Executive
Chairman, and Mr. Shobhan Mittal, Managing Director &
CEO, as Members.

The average net profits of the Company for preceding three
financial years amounted to ''180.08 crore. Accordingly, the
Company''s CSR obligation for the financial year 2025-26
was ''3.60 crore, being 2% of the average net profits of the

preceding three financial years. The Board approved a CSR
budget of ''3.60 crore for the year under review.

During the year, the Company spent ''2.57 crore
towards various CSR initiatives. The unspent amount of
''1.03 crore, relating to ongoing projects and earmarked for
healthcare initiatives, was transferred to a separate Unspent
CSR Account with a scheduled bank within the timelines
prescribed under the Act.

The CSR activities of the Company were implemented
through The Greenpanel Foundation, the Company''s
implementing agency.

Further, the unspent CSR amount of ''0.35 crore pertaining to
FY 2022-23 was utilised during the year under review towards
an ongoing plantation project in the State of Andhra Pradesh.

The Annual Report on CSR Activities, containing the
disclosures prescribed under the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is annexed to this
Report as Annexure-II.

Insurance

The Company''s assets, including buildings, plant and
machinery, inventories and other insurable assets, are
adequately insured against various risks. The Company
periodically reviews its insurance coverage to ensure that its
assets and business interests remain adequately protected.

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

Particulars of loans, guarantees and investments covered
under the provisions of Section 186 of the Act are disclosed
in the notes forming part of the financial statements.

During the year under review, the Company did not grant any
loans, provide any guarantees and made any investments
requiring disclosure under Section 186 of the Act.

Deposits

During the year under review, the Company did not accept
or renew any deposits within the meaning of Sections 73
to 76 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014. Accordingly, no principal or interest
was outstanding as on March 31,2026.

Particulars of Contract or Arrangements
with the Related Parties

The related party transactions entered into during the financial
year 2025-26 were conducted on an armâs length basis and
in the ordinary course of business and therefore, do not
fall under the ambit of Section 188 of the Act. During the
year under review, the Company did not enter into any
arrangements or transactions with related parties that would
be considered material and may potentially conflict with the
interests of the Company. As such particulars of contracts
or arrangements with related parties are not required to be

provided in the prescribed Form AOC - 2, pursuant to the
provisions of Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014.

Further, appropriate disclosures, as mandated by applicable
accounting standards (Ind AS 24), have been included in the
notes to the financial statements.

The updated Related Party Transactions Policy is available
on the Companyâs website and can be accessed at:https://
www.greenpanel.com/pdf/POLICY-ON-THE-MATERIALITY-
OF-RELATED-PARTY-TRANSACTIONS-AND-ON-
DEALING-WITH-RELATED-PARTIES.pdf

Corporate Governance Report

The Company is committed to maintaining the highest
standards of corporate governance and adheres to the
principles of transparency, accountability, integrity and ethical
business conduct.

A separate Report on Corporate Governance, pursuant
to Regulation 34(3) read with Schedule V of the Listing
Regulations, forms an integral part of this Annual Report.

The certificate issued by M/s. P. Sarawagi & Associates,
Practising Company Secretaries, confirming compliance
with the conditions of Corporate Governance as stipulated
under the Listing Regulations, is annexed to the Corporate
Governance Report forming part of this Annual Report.

The Board of Directors, at its meeting held on May 15,
2026, approved the payment of remuneration/commission
to the Independent Directors, in addition to sitting fees, not
exceeding ''10 Lakhs per annum per Independent Director in
the event of inadequacy or absence of profits, in accordance
with the applicable provisions of the Act. The Board further
approved remuneration of ''5 Lakhs per Independent Director
for the financial year 2025-26, subject to the approval of the
Members at the ensuing Annual General Meeting

The requisite disclosures in this regard, as required under
Section 197 read with Clause IV of Section II of Part II of
Schedule V to the Act have been provided under the heading
âRemuneration to Directorsâ in the Corporate Governance
Report forming part of this Annual Report.

Management Discussion and Analysis
Report

The Management Discussion and Analysis Report for
the financial year 2025-26, prepared in accordance with
Regulation 34(2)(e) read with Schedule V of the Listing
Regulations, forms an integral part of this Annual Report.

The Report provides an overview of the industry structure and
developments, opportunities and threats, outlook, risks and
concerns, internal control systems, operational and financial
performance and other material developments relevant to
the Company''s business.

Business Responsibility and Sustainability
Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility and Sustainability Report,
detailing the Companyâs performance and initiatives from
environmental, social and governance perspectives, forms
an integral part of this Annual Report.

CEO and CFO Certification

In terms of Regulation 17(8) read with Part B of Schedule II of
the Listing Regulations, the certificate issued by the Managing
Director & CEO and the Chief Financial Officer relating to the
financial statements and internal controls forms part of the
Corporate Governance Report.

Further, pursuant to Regulation 33(2)(a) of the Listing
Regulations, the Managing Director & CEO and the Chief
Financial Officer provide quarterly certifications to the Board
confirming, inter alia, the accuracy of the financial results and
the adequacy of internal controls.

Code of Conduct for Directors and Senior
Management Personnel

The Company has adopted a Code of Conduct applicable
to all Directors and Senior Management Personnel
of the Company.

The Managing Director & CEO has confirmed that all
Directors and Senior Management Personnel have affirmed
compliance with the Code of Conduct for the financial year
ended March 31, 2026. The declaration to this effect forms
part of the Corporate Governance Report.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and approved by the Central Government under
Section 118(10) of the Act.

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings andOutgo

The particulars required under Section 134(3)(m) of the Act
read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, are annexed to this
Report as Annexure-III.

Directorsâ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the
Act, your Directors hereby confirm that:

â¢ In the preparation of the annual financial statements for
the financial year ended March 31,2026, the applicable
accounting standards have been followed and there are
no material departures from the same.

â¢ The directors have selected such accounting policies,
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 and of the loss
of the Company for that period.

â¢ The directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and preventing
and detecting fraud and other irregularities.

â¢ The directors have prepared the annual accounts on a
going concern basis.

â¢ 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 and

â¢ The directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Fraud Reporting

During the financial year under review, no fraud has
been reported by the Statutory Auditors under Section
143(12) of the Act.

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

The Company is committed to providing a safe, secure and
respectful work environment free from sexual harassment
and discrimination.

In compliance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has constituted an
Internal Committee and adopted a Policy on Prevention of
Sexual Harassment at Workplace, which may be accessed
at https://www.greenpanel.com/pdf/POSH Policy

Greenpanel.pdf

The details required to be disclosed under the said Act
are as follows:

(a) Number of complaints of sexual harassment received
during the year: NIL

(b) Number of complaints disposed off during the year: NIL

Maternity Benefit Act 1961

The Company is in compliance with the provisions of the
Maternity Benefit Act, 1961 and the rules made thereunder.

Particulars of Employees

The information required pursuant to Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, forms
part of this Annual Report as Annexure-IV.

Application or Proceeding Pending under the
Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made, nor
were any proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

One-Time Settlement

During the year under review, the Company did not enter into
any one-time settlement with any bank or financial institution
in respect of loans availed by it.

Unpaid Dividend Account

The details of unpaid and unclaimed dividends as required
under Section 124 of the Act are available on the website
of the Company.

Pursuant to the provisions of Section 124(5) of the Act, any
dividend amount remaining unpaid or unclaimed in the Unpaid
Dividend Account for a period of seven years from the date
of its transfer to such account is required to be transferred by
the Company to the Investor Education and Protection Fund
(IEPF). There was no dividend which remained unclaimed/
unpaid for a period of seven years as on March 31,2026.

Acknowledgements

Your directors place on record their sincere appreciation
for the continued support and cooperation received from
shareholders, customers, suppliers, business associates,
bankers, financial institutions, regulatory authorities,
the Central Government, State Governments and all
other stakeholders.

The Directors also acknowledge with gratitude the
commitment, dedication and valuable contribution made
by the employees at all levels, whose continued efforts
have significantly contributed to the Company''s growth,
performance and success.

For and on behalf of the Board of Directors

Shiv Prakash Mittal

Whole-time Director &
Place: Gurugram Executive Chairman

Date: May 15, 2026 DIN: 00237242

Mar 31, 2025

Your Directors have the pleasure of presenting their 8^th Annual Report on the business and operations of the Company, along
with the audited financial statements for the financial year ended March 31,2025.

Financial highlights

The financial performance of your Company for the year ended March 31,2025, is summarised below:

Particulars	FY 2024-25 \|	FY 2023-24
Revenue from Operations	143,576.86	156,703.90
Profit before finance charges, Tax, Depreciation/Amortization	15,378.05	26,745.50
Less: Finance Charges	667.08	1,226.25
Profit before Tax & Depreciation/Amortization	14,710.97	25519.25
Less: Depreciation	7,742.00	7,289.28
Net Profit before Exceptional items and Tax	6,968.97	18,229.97
Less: Exceptional items	-	(108.10)
Net Profit before Tax	6,968.97	18,338.07
Less: Provision for tax / Tax expenses	(241.92)	4,813.84
Profit/(Loss) after Tax	7,210.89	13,524.23
Add: Net other comprehensive income	(39.52)	(107.33)
Total comprehensive income (net of taxes)	7,171.37	13,416.90
Add: Balance brought forward from earlier year	68,105.91	56,528.42
Amount available for appropriation	75,277.28	69,945.32
Less: Dividend paid on equity shares	367.88	1,839.41
Balance carried to Balance Sheet	74,909.40	68,105.91

Result of operations and the state of the
Companyâs affairs

During the financial year 2024-25, your Company reported
a revenue from operations of ''1,43,576.86 lakhs, compared
to ''1,56,703.90 lakhs in the previous year. The profit after
tax (PAT) for the year stood at ''7,210.89 lakhs, against
''13,524.23 lakhs in FY 2023-24.

Export Performance

Exports for the year amounted to ''14,763.15 lakhs,
compared to ''17,075.93 lakhs in the previous year.
The Company continues to explore and develop new export
markets and remains optimistic about the long-term growth
potential of its export business.

Market Leadership and Strategic Focus

Your Company holds a pioneering position in Indiaâs Medium
Density Fibreboard (âMDFâ) industry, having played a
crucial role in establishing a robust nationwide market for
MDF products. As a market leader in the production and
distribution of MDF, we are a preferred partner for a wide
range of clients, including real estate developers, office
space planners, and home builders.

We maintain a strong focus on delivering a diverse
product portfolio that addresses the needs of customers
across premium, mid-market, and value segments.
Through our extensive pan-India distribution network,
our products are widely accessible, ensuring consistent
availability across the country.

To further solidify our market presence, we are actively
expanding our dealer network, enhancing customer
outreach, and continuously strengthening our position in the
organized sector.

Subsidiary and Joint Venture

The Company did not have any subsidiary or joint ventures or
associate company, during the year under review.

Change(s) in the nature of business

There has been no change in the nature of business of the
Company during the year under review.

Credit Rating

In recognition of our strong commitment to financial discipline
and consistent performance growth, the Companyâs credit
ratings have been reaffirmed by leading rating agencies:

CARE Ratings Limited has reaffirmed the ratings of CARE
A on long-term bank facilities amounting to ''43 crore and
CARE A1 on long-term/short-term bank facilities of ''125
crore, Total rated long term bank facilities: ''168 crore.

ICRA Limited has reaffirmed the ratings of ICRA A on
long-term - fund based - working capital facilities of ''128
crore and ICRA A1 on short-term - non-fund-based facilities
of ''40 crore, Total rated working capital facilities: ''168 crore.

These reaffirmations reflect the Companyâs robust financial
profile, prudent management practices, and a stable outlook
for future growth.

Dividend

Your Directors had paid an interim dividend of 30% on the
face value of ''1 per equity share (i.e., ''0.30 per share) on
the Companyâs 12,26,27,395 equity shares during the
financial year 2024-25.

The payment of the interim dividend will be placed before
the members for confirmation at the ensuing Annual
General Meeting.

The dividend payout was made in accordance with
the Companyâs Dividend Distribution Policy, which was
adopted by the Board of Directors at their meeting held on
August 14, 2019. The policy is available on the Companyâs
website at: https://www.greenpanel.com/wp-content/

uploads/2021/04/Dividend-Distribution-Policv.pdf

Transfer to Reserves

During the year under review, no amount was transferred to
any reserve account.

Change in Share Capital

During the year under review, there was no change in the
share capital of the Company. As on 31^st March 2025, the
paid-up Equity Share Capital of the Company stood at
''12,26,27,395, comprising of 12,26,27,395 equity shares of
face value '' 1/- each.

During the financial year 2024-25, the Company neither
issued any shares or convertible securities nor has granted
any stock options or sweat equity shares.

Directors and Key Managerial Personnel

The details of the directors and key managerial personnel of
the Company are provided as follows:

Sl. No.	Name	Designation
1	Mr. Shiv Prakash Mittal	Whole-time Director cum Executive Chairman
2	Mr. Shobhan Mittal	Managing Director and CEO
3	Mr. Salil Kumar Bhandari	Independent Director
4	Mr. Mahesh Kumar Jiwrajka	Independent Director
5	Mr. Arun Kumar Saraf	Independent Director
6	Ms. Shivpriya Nanda	Independent Director
7	Mr. Vishwanathan Venkatramani	Chief Financial Officer
8	Mr. Lawkush Prasad	Company Secretary and VP- Legal

Induction, Re-appointment, Retirements and
Resignations

The first term of five-years of Mr. Arun Kumar Saraf (DIN:
00087063) as an Independent Director was expired on
August 13, 2024. He was re-appointed for the second term of
five consecutive years, commencing from August 14, 2024,
at the Annual General Meeting held on June 25, 2024. In the
opinion of the Board of Directors, Mr. Arun Kumar Saraf,
possesses requisite qualifications, expertise, experience
(including proficiency) and holds high standards of integrity.

The terms of Mr. Shiv Prakash Mittal (DIN: 00237242),
Whole-time Director cum Executive Chairman, and
Mr. Shobhan Mittal (DIN: 00347517), Managing Director &
CEO, expired on June 30, 2024. Both were re-appointed
at the Annual General Meeting held on June 25, 2024, for
a further term of five years, effective from July 01, 2024, in
their respective roles as Whole-time Director cum Executive
Chairman and Managing Director & CEO.

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

None of the Directors of the Company are disqualified
under the provisions of Section 164(2)(a) and (b) of the
Companies Act, 2013. A certificate dated May 22, 2025,
issued by M/s. P. Sarawagi & Associates, Company
Secretaries, in accordance with Regulation 34(3) read with
Schedule V, Para-C, Sub-clause 10(i) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âListing Regulationsâ),
certifying that none of the Directors on the Board of the
Company have been debarred or disqualified from being
appointed or continuing as Director by the Securities and
Exchange Board of India (âSEBIâ), Ministry of Corporate
Affairs, or any other statutory authority, is annexed to the
Corporate Governance Report.

Independent Directors

For the financial year 2024-25, the Company has received
declarations from all the Independent Directors of the
Company; Mr. Salil Kumar Bhandari (DIN: 00017566),
Mr. Mahesh Kumar Jiwrajka (DIN: 07657748), Mr. Arun Kumar
Saraf (DIN: 00087063) and Ms. Shivpriya Nanda (DIN:
01313356), confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the
Companies Act, 2013, and Regulations 16(1)(b) and 25 of
the Listing Regulations.

Meetings of the Board of Directors

During the financial year ended March 31, 2025, seven (7)
Board Meetings were held. The details of the meetings,
including the dates and the attendance of each Director
thereat, are provided in the Corporate Governance Report
forming part of this Annual Report.

Performance Evaluation

The Board is firmly committed to uphold transparency and
accountability in evaluating its own performance as well as
that of individual Directors and Committees. In compliance
with the provisions of the Companies Act, 2013, applicable
Rules, and Listing Regulations, the Company has instituted a
formal policy for the annual evaluation of the performance of
the Board, its Committees, and individual directors.

A robust and structured framework has been put in place
to facilitate this evaluation. This framework incorporates
well-defined criteria, broadly based on the Guidance Note
on Board Evaluation issued by the SEBI, for assessing
the effectiveness and functioning of the Board and its
Committees, as well as the contributions of individual
directors, including the Chairman.

The Board evaluated its performance after seeking inputs
from all the Directors on the basis of criteria such as the
Board composition and structure, effectiveness of Board
processes, information and functioning, etc. The performance
of the Committees was evaluated by the Board after seeking
inputs from the committee members.

The Board and the NRC reviewed the performance of
individual Directors on the basis of criteria such as the
contribution of the individual Director to the Board and
Committee Meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and
inputs in meetings, etc.

In a separate meeting of independent directors held on
February 6, 2025, performance of Non-Independent Directors
and the Board as a whole was evaluated. Additionally, they
also evaluated the performance of Chairman of the Board,
taking into account the views of the Executive Directors.

The Board also assessed 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.

The Directors have expressed their satisfaction with the
evaluation process.

Familiarisation Programme

The details of the familiarisation programme undertaken
by the Company during the year under review, have been
provided in the corporate governance report, along with a
web link to it.

Auditors and their reports and records

(i) Statutory Auditor:

The shareholders of the Company, at the 6^th Annual
General Meeting held on June 27, 2023, approved
the re-appointment of M/s. S. S. Kothari Mehta & Co
LLP, Chartered Accountants (ICAI Firm Registration
No. 000756N/N500441), as the Statutory Auditors of
the Company for a second term of five (5) consecutive
years, commencing from the conclusion of the 6^th AGM
until the conclusion of the 11^th AGM, scheduled to be
held in the calendar year 2028.

The Statutory Auditorsâ Report on financial statements
of the Company for the financial year ended March 31,
2025, forms an integral part of this Annual Report.

The Notes to the financial statements, as referred to in
the Auditorsâ Report, are self-explanatory and do not
require further elucidation.

We are pleased to inform that there are no qualifications,
reservations, adverse remarks, or disclaimers made by
the Statutory Auditors in their report. Accordingly, no
explanation or comments from the Board are warranted
in this regard.

(ii) Maintenance of Cost Records:

During the year under review, maintenance of cost
records as specified by the Central Government under
Section 148(1) of the Companies Act, 2013 was not
applicable to the Company.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the
Company, at its meeting held on October 28, 2024,
appointed M/s. P Sarawagi & Associates, Company
Secretaries, having their office at Narayani Building,
Room No. 107, 27, Brabourne Road, Kolkata - 700001,
as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended
March 31, 2025, as submitted by M/s. P. Sarawagi
& Associates in Form MR-3, is annexed herewith
as Annexure-I. The report does not contain any
qualifications, reservations, adverse remarks, or
disclaimers. Accordingly, no explanation or comment
from the Board is required.

Further, in light of the amendment to Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, effective April 1,2025,
the appointment of Secretarial Auditors now requires
the approval of the shareholders at the Annual General
Meeting of the Company.

In compliance with the amended regulation, and based
on the recommendation of the Audit Committee, the
Board of Directors in its meeting held on May 22, 2025,
has approved the appointment of M/s. P. Sarawagi &
Associates, Company Secretaries, as the Secretarial
Auditor of the Company for a period of five financial
years commencing from the financial year 2025-26,
subject to the approval of the shareholders to be sought
at the forthcoming 8^th Annual General Meeting.

M/s. P. Sarawagi & Associates, meet all the eligibility
and independence criteria, to act as the Secretarial
Auditors of the Company and have given their consent
to act as the Secretarial Auditors of the Company for
a period of 5 consecutive years commencing from
financial year 2025-26. The terms and conditions of the

proposed appointment are set out in the Explanatory
Statement to the Notice convening the said Annual
General Meeting.

(iv) Internal Auditor:

Mr. Aditya Bansal, the former Internal Auditor of the
Company, resigned from his position and ceased
to provide services to the Company with effect
from November 20, 2024. Subsequently, based on
the recommendation of the Audit Committee and
approval of the Board of Directors of the Company in
its meeting held on January 14, 2025, has appointed
M/s. Mazars Advisory LLP (LLPIN: AAI-2887), as
the Internal Auditor of the Company, effective from
January 14, 2025.

The Internal Auditor submits their audit reports on a
quarterly basis to the Audit Committee of the Board of
Directors of the Company.

Audit Committee

As of March 31, 2025, the Audit Committee of the
Company comprises of five Directors, of which four are
Independent Directors, namely Mr. Salil Kumar Bhandari,
Mr. Mahesh Kumar Jiwrajka, Mr. Arun Kumar Saraf, and
Ms. Shivpriya Nanda, and Mr. Shiv Prakash Mittal, Whole-time
Director cum Executive Chairman, under the Chairmanship
of Mr. Bhandari.

The Committeeâs responsibilities include, but are not limited
to, reviewing the internal control systems, examining reports
submitted by the internal auditor, ensuring compliance
with applicable regulations, and evaluating the Companyâs
internal financial controls and risk management framework.
Furthermore, the Committee thoroughly reviews the financial
statements and results prior to their presentation to the
Board of Directors.

The terms of reference and details of the Committee meetings
are provided in the Corporate Governance Report.

Nomination and Remuneration Committee
and Board Diversity

As of March 31, 2025, the Nomination and Remuneration
Committee of the Company comprises of four Independent
Directors, headed by Mr. Salil Kumar Bhandari as its
Chairman. Mr. Mahesh Kumar Jiwrajka, Mr. Arun Kumar
Saraf, and Ms. Shivpriya Nanda are the Members of the
Committee. Ms. Shivpriya Nanda was inducted as a Member
of the Nomination and Remuneration Committee with effect
from May 1, 2024.

The terms of reference of the Committee, along with the
details of the Committee meetings, are provided in the
Corporate Governance Report. A summary of the Companyâs
Remuneration Policy, prepared in accordance with the
provisions of Section 178 of the Companies Act, 2013, read

with Part D of Schedule II of the Listing Regulations, is also
included in the Corporate Governance Report.

This policy applies to all executives of the Company and extends
to the remuneration of non-executive directors, including the
principles governing the selection of independent directors.
The Board of Directors has adopted the Remuneration Policy
based on the recommendation of the Committee. The policy
also lays down the criteria for the selection and appointment
of Board Members, along with guidelines on Board diversity.
The Company maintains an optimum mix of executive and
non-executive directors, including independent directors and
women directors. The Remuneration Policy is available on
the Companyâs website at :

https://www.greenpanel.com/wp-content/uploads/2019/11/

Remuneration-Policy.pdf

In terms of clause (e) of Section 134(3), read with Section
178(3) of the Companies Act, 2013, the Nomination and
Remuneration Committee considers the following criteria
while appointing a director to determine qualifications,
positive attributes, and independence:

Qualification: The Directors are expected to exhibit diversity
in thought, experience, industry knowledge, skills, and age.

Positive Attributes: In addition to fulfilling statutory
duties and responsibilities, directors are expected to
uphold standard of ethical behavior, possess effective
communication skills, demonstrate leadership qualities, and
exercise impartial judgement.

Independence: A director is considered independent if
he/she satisfies the criteria outlines in section 149(6) of the
Companies Act, 2013, along with the rules framed thereunder,
and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Stakeholder Relationship Committee

As of March 31, 2025, the Stakeholdersâ Relationship
Committee of the Company comprises of one Non-Executive
Independent Director, Mr. Mahesh Kumar Jiwrajka, who
serves as the Chairman, along with two Executive Directors,
Mr. Shiv Prakash Mittal and Mr. Shobhan Mittal, as members.

The terms of reference of the Committee, as well as
details of its meetings, are provided in the Corporate
Governance Report.

Risk Management Committee

As of March 31, 2025, the Risk Management Committee
comprises of two Executive Directors: Mr. Shiv Prakash Mittal
(Chairman), Whole-time Director cum Executive Chairman
and Mr. Shobhan Mittal, Managing Director & CEO, along
with Mr. Arun Kumar Saraf, an Independent Director.

The brief terms of reference of the Committee and the
details of its meetings are provided in the Corporate
Governance Report.

Risk Management Policy

In accordance with Regulation 21 of the Listing Regulations,
the Board of Directors has approved a comprehensive Risk
Management Policy. The Risk Management Committee and
the Board have identified potential non-financial risks that
could pose threats to the Company and have formulated
appropriate mitigation plans. The Audit Committee and
the Risk Management Committee oversee financial and
non-financial risks, respectively, in line with their terms of
reference, and conduct periodic reviews to ensure effective
risk management.

Vigil Mechanism

Pursuant to the provisions of Sections 177(9) and (10) of
the Companies Act, 2013, and the Listing Regulations,
the Company has established a Vigil Mechanism Policy.
This policy enables directors and employees to report genuine
concerns and ensures protection for whistleblowers. It also
provides them with direct access to the Chairman of the
Audit Committee. The policy is available on the Companyâs
website, with the web link provided in the Corporate
Governance Report.

Annual return

A copy of the annual return, as mandated by section
92(3) read with section 134(3)(a) of the Companies Act,
2013, is accessible on the Companyâs website at https://
www.greenpanel.com/annual-return.

Material changes and commitments

There have been no material changes or commitments
affecting the financial position of the Company since
March 31,2025, and to the date of this report.

Significant and material orders passed by the
regulators, courts, and tribunals impacting
the going concern status and the Companyâs
operations in the future.

During the period under review, no significant material order
has been passed by any Regulators, Courts or Tribunals
impacting the going concern status and the Companyâs
operation in the future.

Internal financial controls

The Company possesses, in all material respects, an
adequate internal financial control system over financial
reporting, which is operating effectively. This assessment is
based on the internal control over financial reporting criteria
established by the Company, considering the essential
components of internal control. Comprehensive guidelines,
policies, procedures, and structures have been implemented
across the Company to ensure appropriate internal financial
controls. These controls facilitate the orderly and efficient

conduct of the Companyâs business, including safeguarding
of assets, prevention and detection of fraud and errors,
accuracy and completeness of accounting records, and
timely preparation and disclosure of financial statements.
Integrated review and control mechanisms are in place
to ensure the adequacy and effective functioning of these
control systems.

The report on the Companyâs internal financial controls, as
required under clause (i) of sub-section 3 of section 143 of
the Companies Act, 2013, issued by M/s. S.S. Kothari Mehta
& Co. LLP, Chartered Accountants (ICAI Firm Registration
No. 000756N/N500441), forms part of the Independent
Auditorâs Report, and its contents are self-explanatory.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee has
formulated and recommended a comprehensive CSR policy
to the Board, outlining the activities to be undertaken by the
Company. This policy has been duly approved by the Board
and is available on the Companyâs website.

The composition of the CSR Committee is detailed in the
annual report on CSR activities. The average net profits of
the Company for the last three financial years amounted to
''2,72,11,30,525/-, and the prescribed CSR expenditure
for the year under review is ''5,44,22,611/- (i.e., 2% of the
average net profits for the last three financial years).

During the year under review, the Company had spent
''5,44,43,857/- on CSR projects, resulting in an excess
expenditure of ''21,246/- over the statutory requirement.
The Board of Directors of the Company has decided not to
set off the excess expenditure of ''21,246/- against the CSR
obligations of future years.

An amount of ''2,63,760/- was spent during the year on
the ongoing Plantation project in the State of Uttarakhand,
utilizing a portion of the unspent CSR amount of ''37,27,300/-
pertaining to the Financial Year 2022-23.

As of March 31, 2025, an amount of ''34,63,540/- remains
unspent from the CSR obligation of FY 2022-23 towards
ongoing CSR projects is being carried forward and would be
spent in the next financial year, in compliance with its CSR
policy and applicable regulatory requirements.

The detailed annual report on CSR activities is annexed to
this report as "Annexure-II."

Insurance

The Companyâs properties, including buildings, plants,
machinery, stocks, and other assets, are adequately insured
against various risks. The management reviews the insurable
risks of the Company from time to time and ensures
adequate insurance coverage of the assets and interest
of the Company.

Loans, guarantees, or investments under
Section 186 of the Companies Act, 2013

During the year under review, the Company has not granted
any inter-corporate loans, provided any guarantees in
connection with loans to any party, nor made any investments
pursuant to the provisions of Section 186 of the Companies
Act, 2013, except for investments made by the Company in
AAA-rated bonds and fixed deposits with schedule banks
during the financial year 2024-25, as detailed in Note 7 of the
financial statements under Current Investments.

Deposits

The Company did not solicit or accept any deposits from
the public pursuant to the provisions of Section 76 of the
Companies Act, 2013.

Particulars of contract or arrangements with
the Related Parties

The related party transactions entered into during the
financial year 2024-25 were conducted on an armâs length
basis and in the ordinary course of business and therefore,
do not fall under the ambit of Section 188 of the Companies
Act, 2013. During the year under review, the Company
did not enter into any arrangements or transactions with
related parties that would be considered material and may
potentially conflict with the interests of the Company. As such
particulars of contracts or arrangements with related parties
are not required to be provided in the prescribed Form AOC
- 2, pursuant to the provisions of Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014.

Further, appropriate disclosures, as mandated by accounting
standards (Ind AS 24), have been included in the notes to
the financial statements. The Board had approved a policy
on related party transactions on August 14, 2019, and has
reviewed it from time to time. The policy was last reviewed
and modified on May 22, 2025.

In line with SEBI Circular No. SEBI/HO/CFD/CMD1/
CIR/P/2022/40 dated March 30, 2022, which provides
clarification on the applicability of Regulation 23 of the
Listing Regulations, the Board revised its related party
transactions policy on May 22, 2025, which was originally
adopted on August 14, 2019. The updated policy is available
on the Companyâs website at: https://www.greenpanel.
com/wp-content/uploads/2025/05/POLICY-ON-
THE-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS-
AND-ON-DEALING-WITH-RELATED-PARTIES.pdf

Corporate Governance Report

A comprehensive report on corporate governance for
the financial year 2024-25, in compliance with the Listing
Regulations, is enclosed with this report. A certificate from the
secretarial auditor, M/s. P. Sarawagi & Associates, Company

Secretaries, affirming compliance with the conditions of
corporate governance, is also annexed therewith.

Management Discussion and Analysis
Report

The Management Discussion and Analysis Report for the
financial year 2024-25, prepared in accordance with the Listing
Regulations, is presented as a separate statement in the
Annual Report. This report provides a consolidated overview
of the economic, social, and environmental factors that are
material to the Companyâs strategy and its ability to create
and sustain value for its stakeholders. It also encompasses
the reporting requirements specified under Regulation 34(2)
(e) read with Schedule V of the Listing Regulations.

Business Responsibility and Sustainability
Report

In compliance with Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability Report,
detailing the Companyâs initiatives from environmental,
social, and governance perspectives, is enclosed and forms
an integral part of the Annual Report.

CEO and CFO certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the CEO
and CFO certification, as specified in Part B of Schedule II, is
annexed to the Corporate Governance Report. Additionally,
in accordance with Regulation 33(2)(a) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Managing Director and CEO, along with the Chief
Financial Officer, provide a quarterly certificate affirming that
the financial results presented to the Board for approval do
not contain any false or misleading statements or figures and
do not omit any material fact which may make the statements
or figures contained therein misleading.

Code of Conduct for Directors and Senior
Management Personnel

The code of conduct for directors and senior management
personnel has been published on the Companyâs website.
The Managing Director and CEO have declared that all
concerned directors and senior management personnel
have affirmed their compliance with the code of conduct for
the financial year ended March 31,2025. This declaration is
annexed to the corporate governance report.

Disclosure regarding compliance with
applicable secretarial standards

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

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

The information required under section 134(3)(m) of the
Companies Act, 2013, read with rule 8(3) of the Companies
(Accounts) Rules, 2014, is annexed to this report as
"Annexure - III".

Directorsâ Responsibility Statement

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

â¢ In the preparation of the annual financial statements for
the financial year ended March 31,2025, the applicable
accounting standards have been followed and there are
no material departures from the same;

â¢ The directors have selected such accounting policies,
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 and of the profit of the
Company for that period.

â¢ The directors have 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
preventing and detecting fraud and other irregularities.

â¢ The directors have prepared the annual accounts on a
going concern basis.

â¢ 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 and

â¢ The directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Fraud Reporting

No frauds have been reported by the auditors to the Audit
Committee or the Board of Directors under sub-section
(12) of Section 143 of the Companies Act, 2013, during the
financial year 2024-25.

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

In compliance with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition, and Redressal)
Act, 2013, the Company has duly constituted an Internal
Committee. The composition of this committee is disclosed
in the Policy on Prevention of Sexual Harassment at the
Workplace, which is accessible on the Companyâs website:

https://www.greenpanel.com/wp-content/uploads/2020/08/
POSH Policy Greenpanel.pdf.

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

Particulars of employees

The information required under Section 197(12) of the
Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed to this report
as "Annexure-IV".

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

Your Company has neither made any application nor has any
proceedings pending under the Insolvency and Bankruptcy
Code, 2016, during the financial year 2024-25.

One-Time Settlement

During the year under review, your Company has not made
any one-time settlements against loans taken from banks or
financial institutions.

Unpaid dividend account

In compliance with the provisions of Section 124 of the
Companies Act, 2013, the unclaimed dividend pertaining to
the interim dividend declared by the Company for the financial
year 2024-25 has been transferred to the unpaid dividend
account titled âGreenpanel Industries Limited unpaid interim
dividend 2024-25.â Year-wise details of the unpaid dividend
are available on the Companyâs website.

Any amount remaining unpaid or unclaimed in the unpaid
dividend accounts for a period of seven years from the
date of transfer shall be transferred by the Company, to the
Investor Education and Protection Fund in accordance with
Section 124(5) of the Companies Act, 2013.

Acknowledgements

Your Directors sincerely express their gratitude for the
continued support extended by financial institutions,
vendors, clients, investors, the Central Government, State
Governments, and other regulatory authorities. Your Directors
also convey their heartfelt appreciation for the commitment
and dedication of the Companyâs employees at all levels,
whose efforts have been instrumental in the growth and
sustained success of the Company.

For and on behalf of the Board of Directors

Shiv Prakash Mittal

Whole-time Director cum
Place: Gurgaon Executive Chairman

Date: May 22, 2025 DIN: 00237242

Mar 31, 2024

The directors have the pleasure of presenting their 7^th annual report on the business and operations of the company, along with the audited financial statements for the financial year ended March 31,2024.

Financial highlights

The financial performance of your company for the year ended March 31,2024, is summarised below:

(Amount Rs. in Lakhs)
Particulars	Financial year 2023-24		Financial year 2022-23
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	156,725.18	156,725.18	178,285.99	178,285.99
Profit before finance charges, Tax, Depreciation/Amortization	26,745.50	26,833.01	42,871.07	43,587.10
Less: Finance Charges	1,226.25	1,226.25	1,868.42	1,904.24
Profit before Tax & Depreciation/Amortization	25,519.25	25,606.76	41,002.65	41,682.86
Less: Depreciation	7,289.28	7,289.28	6,898.22	7,197.10
Net Profit before Exceptional items and Tax	18,229.97	18,317.48	34,104.43	34,485.76
Exceptional items	108.10	0.00	(2,428.70)	610.07
Net Profit before Tax	18,338.07	18,317.48	31,675.73	35,095.83
Provision for tax / Tax expenses	(4,813.84)	(4,049.04)	(8,679.55)	(9,444.35)
Profit/(Loss) after Tax	13,524.23	14,268.44	22,996.18	25,651.48
Add: Net other comprehensive income	(107.33)	(107.33)	263.60	263.60
Total comprehensive income (net of taxes)	13,416.90	14,161.11	23,259.78	25,915.08
Add: Balance brought forward from earlier year	56,528.42	58,028.77	35,108.05	33,953.10
Amount available for appropriation	69,945.32	72,189.88	58,367.83	59,868.18
Less: Dividend paid on equity shares	1,839.41	1,839.41	1,839.41	1,839.41
Add: OCI transferred on liquidation of subsidiary	0.00	327.22	0.00	0.00
Balance carried to Balance Sheet	68,105.91	70,677.69	56,528.42	58,028.77

Result of operations and the state of the Companyâs affairs

During the year under review, your company achieved revenue from operations of f1,56,725.18 lakhs compared to f1,78,285.99 lakhs in the previous year, resulting in a decline of 12.09% compared to the previous year. The profit after tax for the financial year 2023-24 is f13,524.23 lakhs, compared to f22,996.18 lakhs in the previous year, resulting in a decrease in net profit of 41.19% compared to the previous year.

Exports during the year 2023-24 amounted to f17,075.93 lakhs, compared to f24,745.21 lakhs during the previous year, reflecting a decrease of 30.99%. Your company continues to actively seek out new export markets for its products and anticipates significant growth opportunities in the export business.

As per the consolidated financial statements, the revenue from operations and profit after tax for the financial year

2023-24 were f 1,56,725.18 lakhs and f 14,268.44 lakhs respectively, as against ^1,78,285.99 lakhs, and f 25,651.48 lakhs, respectively, in the previous year, resulting in a decrease in consolidated revenue from operations by 12.09% and profit after tax by 44.38 % during the year under review compared to the previous financial year. The company holds a pioneering presence in India and has played a pivotal role in establishing a nationwide market for MDF products. As a leader in the production and distribution of MDF products, the Company is the preferred partner for numerous real estate projects, offices, and home builders. We maintain our focus on offering a comprehensive product range, catering to clients across all price points, and consistently strengthening our market share in the organized sector through our pan-India distribution network. We are continuously expanding our dealer network across the country. We ensure a presence across various price segments, meeting the diverse needs of customers in high-end, mid-market, and value-for-money segments. With our extensive pan-India distribution network, our products are readily available in almost every part of the country.â

Subsidiary and Joint Venture

Greenpanel Singapore Pte. Ltd, a wholly owned subsidiary (WOS), voluntarily wound up in accordance with the provisions of applicable Singaporean law during the year under review. WOS was not a material subsidiary and did not have any business activities. The winding up of WOS will not affect any business/accounting policies and will not have any significant impact on the operations of the Company.

Change(s) in the nature of business

There has been no change in the business of the company during the year under review.

Consolidated financial statements

For the period under review, the company has consolidated the financial statements of its wholly-owned subsidiary, Greenpanel Singapore Pte. Ltd., located in Singapore. In compliance with the third proviso of Section 136(1) of the Companies Act, 2013, the companyâs annual report, containing both standalone and consolidated financial statements, has been made available on the companyâs website. Additionally, adhering to the fourth proviso of the above section, the audited annual accounts of the subsidiary company have been published on the companyâs website as well. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may request it through the company secretary. Pursuant to section 129(3) of the Companies Act, 2013, along with rule 5 of the Companies (Accounts) Rules, 2014, a statement outlining the key features of the financial statements of the companyâs wholly-owned subsidiary, in form AOC-1, is attached to this report as Annexure-I.

Credit Rating

Due to our strong commitment towards financial discipline and continuous performance growth, CARE Ratings Limited has reaffirmed ratings of CARE A on Long term bank facilities of ''216 crore and Long term/short term bank facilities of ''60 crore, totaling '' 276 crore in rated bank facilities.

ICRA Limited has revised/reaffirmed credit rating of ICRA A on Long term working capital facilities of '' 125 crore and ICRA A1 on non-fund based long term/short term bank facility of ''115 crore totaling ''240 crore in rated bank facilities.

Dividend

Your directors recommended and paid an interim dividend of 150% on the face value of f1 per share, i.e., f1.50 per equity share, on the companyâs 12,26,27,395 equity shares during the financial year 2023-24.

The payment of interim dividend to the shareholders of the Company will be placed at the ensuing annual general meeting for confirmation by the members. The dividend pay-out was in accordance with the dividend distribution policy of the company adopted by the board of directors in their meeting held on August 14, 2019. The dividend distribution

policy is uploaded to the companyâs website at https:// www.greenpanel.com/wp-content/uploads/2021/04/ Dividend-Distribution-Policy.pdf

Transfer to Reserves

Your directors do not propose transferring any amount to the general reserve for the financial year 2023-24.

Change in Share Capital

During the year under review, there was no change in the share capital of the company. As on 31 ^st March 2024, the Companyâs paid-up Equity Share Capital was ''12,26,27,395/-comprising of 12,26,27,395 Equity Shares of Face Value of '' 1/- each. During the Financial Year 2023-24, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

Directors and Key Managerial Personnel

The details of the directors and key managerial personnel of the company are provided as follows:

Sl. No.	Name	Designation
1	Mr. Shiv Prakash Mittal	Executive Chairman
2	Mr. Shobhan Mittal	Managing Director and CEO
3	Mr. Salil Kumar Bhandari	Independent Director
4	Mr. Mahesh Kumar Jiwrajka Independent Director
5	Mr. Arun Kumar Saraf	Independent Director
6	Ms. Shivpriya Nanda	Independent Director
7	Mr. Vishwanathan Venkatramani	Chief Financial Officer
8	Mr. Lawkush Prasad	Company Secretary and VP-Legal

Induction, Re-appointment, Retirements and Resignations

The five-years term of Mr. Arun Kumar Saraf (DIN:00087063), Independent Director, shall expire on August 13, 2024, and he is eligible for re-appointment for a further term of five years. The Nomination and Remuneration Committee in its meeting held on May 10, 2024, has recommended appointment of Mr. Saraf for a further term of five years effective from August 14, 2024. In the opinion of the Board of Directors, Mr. Arun Kumar Saraf, is a person of integrity, expertise and experience including the proficiency of the Independent Director.

The term of Mr. Shiv Prakash Mittal (DIN: 00237242), Executive Chairman and Mr. Shobhan Mittal (DIN: 00347517), Managing Director & CEO shall expire on June 30, 2024, and they are eligible for re-appointment for a further term of five years. The Nomination and Remuneration Committee in its meeting held on May 1, 2024, has recommended their reappointment as the Executive Chairman and Managing Director & CEO, respectively, for a further term of five years effective from July 01,2024.

None of the directors of your company are disqualified under the provisions of section 164(2)(a) and (b) of the Companies Act, 2013. A certificate in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, dated April 23, 2024, received from M/s. T. Chatterjee & Associates, company secretaries certifying that none of the directors on the board of the company have been debarred or disqualified from the appointment or continuation as directors of the companies by SEBI/Ministry of Corporate Affairs or any such statutory authority, is annexed to the corporate governance report.

Independent Directors

For the financial year 2023-24, the company has received declarations from all the independent directors, viz., Mr. Salil Kumar Bhandari [DIN: 00017566], Mr. Mahesh Kumar Jiwrajka [DIN:07657748], Mr. Arun Kumar Saraf [DIN: 00087063] and Ms. Shivpriya Nanda [DIN:01313356], confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Board of Directors

Five (5) Board Meetings were held during the financial year ended on March 31,2024. The details of the board meetings, their dates, and the attendance of each of the directors have been provided in the corporate governance report.

Meeting of Independent Directors

During the year under review, the Independent Directors met once on January 31, 2024, without the presence of Non-Independent Directors and members of the Management inter alia to:

â¢ Review the performance of Non-Independent Directors, the Board as a whole and that of its Committees.

â¢ Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

â¢ Assess the quality, content and timeliness of flow of information between the Companyâs management and the Board which is necessary for the Board to perform its duties effectively and reasonably.

Performance Evaluation

The Board is committed to transparency in assessing the performance of Directors. In accordance with the Act and the Rules made thereunder, and Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Greenpanel has framed a policy for the formal annual evaluation of the performance of the Board, Committees, and individual Directors.

The Company has put in place a robust framework for the evaluation of the Board, its Committees, the Chairman,

individual Directors, and the governance processes that support the Boardâs functioning. This framework covers specific criteria and the grounds on which all Directors, in their individual capacity, are evaluated. The key criteria for performance evaluation of the Board and its Committees include aspects such as composition and structure, effectiveness of board processes, information sharing, and functioning. The criteria for performance evaluation of individual Directors include aspects such as professional conduct, competency, and contribution to the Board and Committee meetings. The criteria for performance evaluation of the committees of the Board include aspects such as the composition of committees and the effectiveness of committee meetings. The performance evaluation of individual Directors and Independent Directors was done by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.â

The board has carried out the annual performance evaluation of the directors individually, its committees, and the workings of the board as a whole on the following criteria:

a. For non-executive independent directors:

â¢ Knowledge and skills

â¢ Professional conduct

â¢ Duties, roles, and functions

â¢ Rendering independent and unbiased opinions and judgements

â¢ Attendance and active participation in meetings of the board

â¢ Assistance in implementing corporate governance practices.

â¢ Updating of skills and knowledge

â¢ Information regarding the external environment

â¢ Understanding and assessment of risk management

â¢ Raising concerns, if any, to the board

â¢ Study of the agenda in depth prior to the meeting

â¢ Contribution towards the formulation and implementation of strategy for achieving the goals of the company.

b. For Executive Directors:

â¢ Performance as a member

â¢ Working expertise

â¢ Evaluating business opportunities and analysing risk-reward scenarios

â¢ Professional conduct and integrity

â¢ Sharing of information with the board

â¢ Attendance and active participation in the board meetings and meetings of members of the company

â¢ Whether a difference of opinion was voiced in the meeting

â¢ Assistance in implementing corporate governance practices.

â¢ Review of the integrity of financial information and risk management

â¢ Updating of skills and knowledge

â¢ Information regarding the external environment

â¢ Raising concerns, if any, to the board

â¢ ensures the implementation of the decisions of the board.

â¢ Ensures compliance with applicable legal and regulatory requirements.

â¢ Alignment of the companyâs resources and budgets with the implementation of the organisationâs strategic plan

â¢ Creativity and innovation in creating new products.

â¢ Understanding of the business and products of the company

c. For Committees of the Board:

â¢ Adequate and appropriate written terms of reference

â¢ The volume of business handled by the committee was set at the right level.

â¢ Whether the committees work in an âinclusiveâ manner

â¢ Effectiveness of the boardâs committees with respect to their role, composition, and interaction with the board

â¢ Are the committees used to their best advantage in terms of management development, effective decision-making, etc.?

â¢ Attendance and active participation of each member in the meetings

â¢ Review of the action taken reports and

follow-ups thereon

d. For Board of Directors as a whole:

â¢ Setting clear performance objectives and how well it has been performed against them.

â¢ Contribution to the testing, development, and strategy

â¢ Contribution to ensuring robust and effective risk management.

â¢ The composition of the board is appropriate, with the right mix of knowledge and skills sufficient to maximise performance in light of future strategy.

â¢ Effectiveness of inside and outside board relationships

â¢ Responding to the problems or crises

that have emerged.

â¢ Updating with the latest developments in regulatory environments and the market in which the company operates

â¢ Role and functioning of the board on these matters.

â¢ Framing policies and procedures for statutory compliance, internal financial control, and safeguarding the interests of the company.

The Directors have expressed their satisfaction with the evaluation process.

Familiarisation Programme

The details of the familiarisation programme undertaken by the company during the year have been provided in the corporate governance report, along with a web link to it.

Auditors and their reports and records

(i) Statutory Auditor:

The shareholders of the company at their 6^th annual general meeting held on June 27, 2023, approved the re-appointment of M/s. S. S. Kothari Mehta & Co., Chartered Accountants (ICAI Firm Registration No. 000756N) as the statutory auditors of the company for the second term of 5 (five) years from the conclusion of the 6^th annual general meeting, until the conclusion of the 10^th annual general meeting to be held in the calendar year 2028.

The statutory auditorsâ report on the standalone and consolidated financial statements of the company for the financial year ended March 31, 2024, forms part of this annual report. The notes on financial statements referred to in the auditorsâ report are self-explanatory and, therefore, do not call for further clarification. There is no qualification, reservation, adverse remark, or disclaimer made by the statutory auditors of the company in their statutory audit report, and hence, no explanation or comments of the board are required in this regard.

(ii) Maintenance of Cost Records:

During the year under review, maintenance of cost records as specified by the central government under Section 148(1) of the Companies Act, 2013 was not applicable to the company.

(iii) Secretarial Auditor:

Mukherjee Road, Kolkata-700026, for conducting the secretarial audit of the company for the financial year 2023-24. The secretarial audit report in form MR-3 for the financial year ended March 31, 2024, is annexed herewith marked âAnnexure-INâ. There is no qualification, reservation, adverse remark, or disclaimer made by the secretarial auditor of the company in their secretarial report in form MR-3, and hence, no explanation or comments of the board are required in this regard.

(iv) Internal Auditor:

The company has appointed Mr. Aditya Bansal, a chartered accountant, as its internal auditor. The internal auditor submits his report on a quarterly basis to the audit committee of the board of directors of the Company.

Audit Committee

As of March 31,2024, the audit committee of the company consisted of four non-executive independent directors, viz., Mr. Salil Kumar Bhandari as chairman, Mr. Mahesh Kr. Jiwrajka, Mr. Arun Kumar Saraf, and Ms. Shivpriya Nanda, along with executive-promoter director, Mr. Shiv Prakash Mittal, as members.

The committee, amongst other responsibilities, reviews the internal control system, reports of the internal auditor, compliance with various regulations, and evaluates the internal financial controls and risk management system of the company. Additionally, the committee extensively reviews the financial statements and financial results before they are presented to the board. The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

Nomination and Remuneration Committee and Board Diversity

As of March 31, 2024, the Nomination and Remuneration Committee of the company consists of three non-executive independent directors, viz., Mr. Salil Kumar Bhandari as chairman and Mr. Mahesh Kumar Jiwrajka, and Mr. Arun Kumar Saraf as members.

Ms. Shivpriya Nanda has been inducted as a member of the Nomination and Remuneration Committee of the Company with effect from May 1, 2024.

This policy applies to all the âexecutivesâ of the company and extends to the remuneration of non-executive directors,

including the principles of selection of the independent directors of the company. The board of directors has adopted the remuneration policy at the recommendation of the committee. This Policy also lays down criteria for selection and appointment of the Board Members as well as the diversity of the Board. The Company has an optimum mix of executive and non-executive directors, independent directors and woman director. The remuneration policy is uploaded on the website of the company. The weblink is https:// www.greenpanel.com/wp-content/uploads/2019/11/ Remuneration-Policy.pdf

In terms of the provisions of clause (e) of Section 134(3) read with Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a director, considers the following criteria for determining qualifications, positive attributes, and independence:

Qualification: The Directors are expected to exhibit diversity in thought, experience, industry knowledge, skills, and age.

Positive Attributes: In addition to fulfilling statutory duties and responsibilities, directors are expected to uphold standard of ethical behavior, possess effective communication skills, demonstrate leadership qualities, and exercise impartial judgement.

Independence: A director is considered independent if he/she satisfies the criteria outlines in section 149(6) of the Companies Act, 2013, along with the rules framed thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Stakeholder Relationship Committee

As of March 31, 2024, the stakeholderâs relationship committee of the company comprises one non-executive independent director, viz., Mr. Mahesh Kumar Jiwrajka, as chairman, and two executive directors, viz., Mr. Shiv Prakash Mittal and Mr. Shobhan Mittal, as members. The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

Risk Management Committee

As of March 31, 2024, the Risk Management Committee consists of two executive directors: Mr. Shiv Prakash Mittal, Executive Chairman, Mr. Shobhan Mittal, Managing Director and CEO; and Mr. Arun Kumar Saraf, independent director. The brief terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

Risk Management Policy

In terms of the provisions of regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors of the company has an approved risk management policy in place. The Risk Management Committee and the board of directors of the company have identified potential non-financial risks to the company that

may pose a threat to the Company and have developed a mitigation plan accordingly. The Audit Committee and the Risk Management Committee monitors both financial and non-financial risks as per their terms of reference and review them periodically.

Vigil Mechanism

Pursuant to the provisions of sections 177(9) and (10) of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism policy has been established for directors and employees to report genuine concerns. The policy ensure protection for whistleblowersâ and provide them direct access to the chairman of the audit committee. The policy is available on the website of the company, and a weblink to it is provided in the corporate governance report.

Annual return

A copy of the annual return, as mandated by sections 92(3) and 134(3)(a) of the Companies Act, 2013, is accessible on the companyâs website at https://www.greenpanel. com/annual-return

Material changes and commitments

There have been no material changes or commitments affecting the financial position of the company since March 31,2024, and to the date of this report.

Significant and material orders passed by the regulators, courts, and tribunals impacting the going concern status and the companyâs operations in the future.

During the period under review, no significant material order has been passed by any Regulators, Courts or Tribunals impacting the going concern status and the companyâs operation in the future.

Internal financial controls

Your company possesses, in all material respects, an adequate internal financial control system over financial reporting, and these internal financial controls are effectively operating. The assessment is based on the internal control over financial reporting criteria established by the company, taking into account the essential components of internal control. Guidelines, policies, procedures, and structures for appropriate internal financial controls have been established across the company. These control processes facilitate and ensure the orderly and efficient conduct of the companyâs business, including the safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation and disclosure of financial statements. Review and control mechanisms are integrated to ensure the adequacy and effective operation of such control systems.

A report on the internal financial controls of the company, as required under clause (i) of sub-section 3 of section 143 of

the Companies Act, 2013, issued by M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 000756N/N500441), forms part of independent auditorâs report, and the contents therein are self-explanatory.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the board a CSR policy outlining the activities to be undertaken by the company. This policy has been approved by the board and is accessible on the companyâs website.

The composition of the CSR Committee is detailed in the annual report on CSR activities. The average net profits of the company for the last three financial years amount to T 2,41,30,80,606/- and the prescribed CSR expenditure for the year under review shall not be less than T 4,82,61,612/-(i.e., 2% of the average net profits of the company for the last three financial years).

During the year under review, the company spent T 4,84,59,996/- on its CSR projects, resulting in an expenditure of T 1,98,384/- during the year exceeding the statutory requirements.

The unspent CSR expenditure related to the Financial Year 2022-23, amounting to T 37,27,300/- which was transferred to a separate bank account during the previous year, remained unspent during the year under review. The company plans to allocate the above amount to its ongoing projects in the next financial year.

The annual report on CSR activities is annexed as âAnnexure-IVâ to this report.

Insurance

Your companyâs properties, including buildings, plants, machinery, stocks, among others, are adequately insured against various risks.

Loans, guarantees, or investments under Section 186 of the Companies Act, 2013

During the year under review, the company invested surplus funds in AAA rated corporate bonds.

Deposits

During the financial year 2023-24, the company did not solicit or accept any deposits from the public under Section 76 of the Companies Act, 2013.

Particulars of contract or arrangements with the Related Parties

The related party transactions that were entered into during the financial year 2023-24 were on an armâs length basis and in the ordinary course of business. During the year under review, the Company has not entered into any arrangements/ transactions with related parties that could be considered

social, and governance perspective, is enclosed and forms an integral part of the annual report.

CEO and CFO certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. Additionally, in accordance with Regulation 33(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and CEO, along with the Chief Financial Officer, provide a quarterly certificate ensuring the financial results do not contain any false or misleading statements or figures and do not omit any material fact while presenting the financial results before the Board for approval.

Code of Conduct for Directors and Senior Management Personnel

The code of conduct for directors and senior management personnel has been published on the companyâs website. The Managing Director and CEO have made a declaration that all concerned directors and senior management personnel have affirmed compliance with the code of conduct for the financial year ending on March 31,2024. This declaration is annexed to the corporate governance report.

Disclosure regarding compliance with applicable secretarial standards

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

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

The information required under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this report as âAnnexure - Vâ.

Directorsâ Responsibility Statement

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

â¢ In the preparation of the annual financial statements for the financial year ended March 31,2024, the applicable accounting standards have been followed along with a proper explanation relating to material departures, if any.

â¢ The directors have selected such accounting policies, applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company

material in accordance with Section 188(1) of the Companies Act, 2013. The particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are annexed herewith as âAnnexure-IIâ. There are no materially significant related party transactions entered into by the Company that may have potential conflicts with the interests of the Company.

Additionally, appropriate disclosure, as required by accounting standards (Ind AS 24), has been included in the notes to the financial statements. The board approved a policy for related party transactions on August 14, 2019.

In accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2022/40 dated March 30, 2022, providing clarification on the applicability of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, concerning related party transactions, the board revised its related party transactions policy on May 6, 2022. The updated policy is available on the companyâs website at: https:// www.greenpanel.com/wp-content/uploads/2022/07/ Related-Party-Transactions-Policy.pdf

Corporate Governance Report

A comprehensive report on corporate governance for the financial year 2023-24, in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed with this report. Additionally, an auditorâs certificate from the statutory auditor, M/s. S.S. Kothari Mehta & Co. LLP Chartered Accountants (ICAI Firm Registration No. 000756N/N500441), affirming compliance with the conditions of corporate governance, is annexed herewith.

Management Discussion and Analysis Report

The management discussion and analysis report for the financial year 2023-24, in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate statement in the annual report. This report offers a consolidated perspective on economic, social, and environmental aspects material to our strategy and our ability to create and sustain value for our stakeholders. It includes reporting requirements as stipulated by Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Business Responsibility and Sustainability Report

In compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the business responsibility and sustainability report, describing the companyâs initiatives from an environmental,

at the end of the financial year and of the profit of the company for that period.

â¢ The directors have 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 preventing and detecting fraud and other irregularities.

â¢ The directors have prepared the annual accounts on a going concern basis.

â¢ 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 and

â¢ The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Fraud Reporting

No frauds have been reported by the auditors of the company to the audit committee or the board of directors under sub-section (12) of section 143 of the Companies Act, 2013, during the financial year 2023-24.

Constitution of the Internal Complaints Committee

In compliance with the requirement under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act 2013, the company has duly constituted an internal complaints committee. The composition of this committee is disclosed in the policy on prevention of sexual harassment at the workplace, which is available on the companyâs website.

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

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

Particulars of employees

The information required under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is annexed to this report as âAnnexure-VIâ.

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

Your company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24.

One-Time Settlement

Your company has not made any one-time settlements against loans taken from banks or financial institutions during the financial year 2023-24.

Unpaid dividend account

In compliance with the provisions of Section 124 of the Companies Act, 2013, the unclaimed dividend from the interim dividend declared by the company for the financial year 2023-24 needs to be transferred to the unpaid dividend account. The interim dividend for the above period has been distributed/paid to the shareholders, and no amount is lying in the unclaimed account as of the date of the close of the financial year under review.

Any money lying in the above unpaid dividend account that remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the company, along with any interest accrued thereon, to the Investor Education and Protection Fund pursuant to Section 124(5) of the Companies Act, 2013.

Acknowledgements

Your directors express their sincere gratitude for the continuous support of financial institutions, vendors, clients, investors, the central government, state governments, and other regulatory authorities. They also express heartfelt appreciation for the commitment and dedication of the companyâs employees across all levels, who have contributed to the growth and sustained success of the company.

Mar 31, 2023

Your directors have the pleasure of presenting their 6^th annual report on the business and operations of the company along with the audited financial statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of your company, for the year that ended on March 31, 2023, is summarised below:

('' in Lakhs)
Particulars	FY 2023		FY 2022
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	1,78,285.99	1,78,285.99	1,62,443.27	1,62,503.87
Profit before finance charges, Tax, Depreciation/Amortisation (PBITDA)	42,871.07	43,587.10	42,628.97	43,939.29
Less: Finance Charges	1,868.42	1,904.24	1,646.15	1,709.81
Profit before Tax and Depreciation/Amortisation (PBTDA)	41,002.65	41,682.86	40,982.82	42,229.48
Less: Depreciation	6,898.22	7,197.10	6,799.38	7,335.74
Net Profit before Exceptional items and Tax	34,104.43	34,485.76	34,183.44	34,893.74
Exceptional items	(2,428.70)	610.07	-	-
Net Profit before Tax (PBT)	31,675.73	35,095.83	34,183.44	34,893.74
Provision for tax / Tax expenses	(8,679.55)	(9,444.35)	(10,847.03)	(10,847.03)
Profit/(Loss) after Tax (PAT)	22,996.18	25,651.48	23,336.41	24,046.71
Add: Net other comprehensive income	263.60	263.60	(127.98)	(127.98)
Total comprehensive income (net of taxes)	23,259.78	25,915.08	23,208.43	23,918.73
Add: Balance brought forward from earlier year	35,108.05	33,953.10	13,739.03	11,873.78
Amount available for appropriation	58,367.83	59,868.18	36,947.46	35,792.51
Less: Dividend paid on equity shares	1,839.41	1,839.41	1,839.41	1,839.41
Balance carried to Balance Sheet	56,528.42	58,028.77	35,108.05	33,953.10

RESULT OF OPERATIONS AND THE STATE OF THE COMPANYâS AFFAIRS

During the year under review, your company achieved revenue from operations of ''1,78,285.99 lakhs as against ''1,62,443.27 lakhs in the previous year, resulting in an increase in revenue of 9.75% compared to the previous year. The profit after tax for the financial year 2022-23 was ''22,996.18 lakhs as against ''23,336.41 lakhs in the previous year, resulting in a decrease in net profit of 1.46% compared to the previous year.

Exports during the year 2022-23 were ''24,745.21 lakhs as against ''23,205.15 lakhs during the previous year, resulting in an increase of 6.64%. Your company is continuously trying to locate new export markets for its products and sees good potential for growth in the export business.

As per the consolidated financial statements, the revenue from operations and profit after tax for the financial year 2022-23 were ''1,78,285.99 lakhs and ''25,651.48 lakhs, respectively, as against ''1,62,503.87 lakhs and ''24,046.71 lakhs, respectively, in the previous year, resulting in an increase in the consolidated revenue from operations and profit after tax of 9.71% and 6.67%, respectively, compared to the previous financial year.

The company has a pioneering presence in India and has played a missionary role in creating a pan India market for MDF

products. Being the leader in producing and dealing in MDF products, your company is the preferred partner of choice for many real estate projects, offices, and home builders. Your company continues to focus on having a comprehensive product range, servicing clients at every point of the price spectrum, and retaining and reinforcing its market share in the organised sector with a pan-India distribution network. Your company is continuously expanding its dealer network in different parts of the country and is present across different price points to cater to the needs of all customers across the high-end, mid-market, and value-for-money segments. The companyâs pan-India distribution network ensures easy availability of products in almost every part of India.

COVID-19 - IMPACT, MEASURES AND OPPORTUNITIES

Impact

During the year under review, there was no major impact of COVID-19 on the operations of the company.

Measures

The company has continued to take preventive measures such as wearing masks, sanitising, social distancing, thermal screening, and swab testing within office premises and plants to prevent the spread of COVID-19. The company has provided

adequate group Mediclaim insurance coverage for the treatment of employees and their dependent family members.

Opportunities

Due to the slowdown in COVID-19 cases, the demand for real estate projects picked up rapidly, which created an increasing demand for building materials. The shift of human interest towards the environment and hygiene continued to create a good market for MDF products in India.

OUTLOOK AND EXPANSION

Despite uncertainties and challenges faced due to geopolitical issues, the Russia-Ukraine war, the companyâs outlook remains favorable on account of its product integration capabilities, increasing brand visibility, dealership expansion, and the continuous support from its stakeholders. The wood panel market is one of the major verticals of the interior infrastructure, comprising materials used in building furniture. Such materials include plywood, engineered wood panels, and decorative surface products. Your company is currently operating primarily in the structural sphere of the interior infrastructure domain, with all the products in its basket catering to the structural needs of the customers. The demand for ready-made furniture manufactured with engineered panels like medium density fiberboard (MDF), is growing rapidly. Demand for personalised furniture and MDF products is expected to rise further due to the shift of focus towards hygiene. Your company is continuously trying to increase its market share of high margin products. Growing customer awareness, brand consciousness, and a plethora of choices at the disposal of consumers are encouraging product innovation and quality focus from the organised players.

India is one of the largest furniture markets in the world, which is primarily driven by a rising national population, rapid urbanisation, growing demand for quality products, growth in real estate projects, increasing per capita income, and the thrust of young generations towards a better lifestyle. This is likely to promote a strong demand for MDF, plywood, and allied products in India. Innovations and use of technology will help the MDF industries to grow further at a faster pace with high profits in the future. With wider choice, product innovation and warranty being offered by organised players, customers are putting more focus on this segment and trusting reputed brands like us.

During the year under review the company has initiated a brown field project of expansion of installed capacity of MDF with annual capacity of 2,31,000 CBM per annum. The commercial production of the above project is expected in Q1 FY 2025.

Your directors are confident of achieving better results in the coming years.

SUBSIDIARY AND JOINT VENTURE

As on March 31, 2023, your company has one overseas wholly owned subsidiary (WOS) viz. Greenpanel Singapore Pte. Ltd., in Singapore. The subsidiary was initially engaged in the business of promotion, distribution, export and trading of the companyâs panel products, wooden flooring and allied products. The operation of WOS is transferred to the companyâs Singapore branch.

CHANGE(S) IN THE NATURE OF BUSINESS

There has been no change in the business of the company during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

For the period under review, the company has consolidated the financial statements of its wholly owned subsidiary, viz., Greenpanel Singapore Pte. Ltd., Singapore. In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the annual report of the company, containing therein its standalone and consolidated financial statements, has been placed on the company''s website. Further, as per the fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the company. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may send a request to the company secretary. Pursuant to section 129(3) of the Companies Act 2013, read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the companyâs wholly owned subsidiary in form AOC-1 is annexed to this report marked "Annexure - I".

CREDIT RATING

Our strong commitment towards financial discipline and continuous performance growth has also translated into upgrading our external credit rating by CARE Ratings Limited for long-term bank facilities of ''149.50 crores from "CARE A" to "CARE A " with a stable outlook and for long-term and short term bank facilities of ''115 crores from "CARE A/CARE A1" to "CARE A /CARE A1 " with a stable outlook. CARE ratings also upgraded the rating of short-term bank facilities of ''5 crores from CARE A1 to CARE A1 .

Additionally, ICRA Limited has also upgraded the long-term rating to "[ICRA]A " from "[ICRA]A", with a positive outlook for long term bank facilities of ''240 crores, and the short-term rating to "[ICRA]A1 " from "[ICRA]A1", with a stable outlook for short term bank facilities of ''100 crores.

DIVIDEND

Your directors recommended and paid an interim dividend of 150% on the face value of ''1 per share, i.e., ''1.50 per equity share, on the companyâs 12,26,27,395 equity shares for the financial year 2022-23.

The details of the dividend paid will be placed at the ensuing annual general meeting for confirmation by the members. The dividend pay-out is in accordance with the dividend distribution policy of the company adopted by the board of directors in their meeting held on August 14, 2019. The dividend distribution policy is uploaded to the company''s website.

TRANSFER TO RESERVES

Your directors do not propose transferring any amount to the general reserve for the financial year 2022-23.

CHANGE IN SHARE CAPITAL

During the year under review, there was no change in the share capital of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of the directors and key managerial personnel of the company are provided as follows:

Sl. No.	Name	Designation
1	Mr. Shiv Prakash Mittal	Executive Chairman
2	Mr. Shobhan Mittal	Managing Director and CEO
3	Mr. Salil Kumar Bhandari	Independent Director
4	Mr. Mahesh Kumar Jiwrajka	Independent Director
5	Mr. Arun Kumar Saraf	Independent Director
6	Ms. Shivpriya Nanda	Independent Director
7	Mr. Vishwanathan Venkatramani	Chief Financial Officer
8	Mr. Lawkush Prasad	Company Secretary and VP-Legal

In accordance with the provisions of the Companies Act, 2013 and the articles of association of the company, Mr. Shiv Prakash Mittal [DIN: 00237242] shall retire by rotation at the ensuing annual general meeting and, being eligible, offer himself for re-appointment.

None of the directors of your company are disqualified under the provisions of section 164(2)(a) and (b) of the Companies Act, 2013 and a certificate in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, dated May 1, 2023, received from M/s. T. Chatterjee & Associates, company secretaries certifying that none of the directors on the board of the company have been debarred or disqualified from the appointment or continuation as directors of the companies by SEBI/Ministry of Corporate Affairs or any such statutory authority, is annexed to the corporate governance report.

Ms. Sushmita Singha (DIN: 02284266), Independent Women Director of the Company, resigned from the Board of the

company w.e.f. April 7, 2022, due to preoccupation and confirmed that there is no other reason other than those stated in her resignation letter dated April 7, 2022. Ms. Sushmita Singha ceased to be a member of the audit committee, nomination and remuneration committee, and corporate social responsibility committee of the board of directors of the company w.e.f. April 7, 2022, due to her resignation from the board of the company. The company appointed Ms. Shivpriya Nanda, as an independent woman director of the company w.e.f. July 6, 2022, and she has been inducted as a member of the audit committee w.e.f. July 22, 2022.

The board is of the opinion that the newly appointed independent director, Ms. Shivpriya Nanda, is a person of integrity and possesses relevant expertise and experience. Further, all the independent directors of the company have complied with the requirement of including their names in the data bank of independent directors maintained by the Indian Institute of Corporate Affairs. Mr. Salil Kumar Bhandari and Ms. Shivpriya Nanda are not required to pass the online proficiency self-assessment test in terms of the proviso of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

INDEPENDENT DIRECTORS

For the financial year 2022-23, the company has received declarations from all the independent directors, viz., Mr. Salil Kumar Bhandari [DIN: 00017566], Mr. Mahesh Kumar Jiwrajka [DIN: 07657748], Ms. Shivpriya Nanda [DIN: 01313356], and Mr. Arun Kumar Saraf [DIN: 00087063], confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The first term of five years of Mr. Salil Kumar Bhandari and Mr. Mahesh Kumar Jiwrajka will be completed on August 5, 2023, and they are eligible for re-appointment for a further term of five years subject to the approval of shareholders in the general meeting.

MEETINGS OF THE BOARD OF DIRECTORS

Five (5) board meetings were held during the financial year ending on March 31,2023. The details of the board meetings, their dates, and the attendance of each of the directors have been provided in the corporate governance report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and other applicable provisions, the independent directors, in their meeting held on January 30, 2023, evaluated the performance of the non-independent directors of the company, board as a whole and assessed the quality, quantity, and timeliness of the flow of information between the companyâs management and the board. The board has carried out the annual performance

evaluation of the directors individually, its committees, and the workings of the board as a whole. The criteria for evaluation are outlined below:

a. For non-executive independent directors:

â¢ Knowledge and skills

â¢ Professional conduct

â¢ Duties, roles, and functions

â¢ Rendering independent and unbiased opinions and judgements

â¢ Attendance and active participation in meetings of the board

â¢ Assistance in implementing corporate governance practices.

â¢ Updating of skills and knowledge

â¢ Information regarding the external environment

â¢ Understanding and assessment of risk management

â¢ Raising concerns, if any, to the board

â¢ Study of the agenda in depth prior to the meeting

â¢ Contribution towards the formulation and implementation of strategy for achieving the goals of the company.

b. For Executive Directors:

â¢ Performance as a member

â¢ Working expertise

â¢ Evaluating business opportunities and analysing risk-reward scenarios

â¢ Professional conduct and integrity

â¢ Sharing of information with the board

â¢ Attendance and active participation in the board meetings and meetings of members of the company

â¢ Whether a difference of opinion was voiced in the meeting

â¢ Assistance in implementing corporate governance practices.

â¢ Review of the integrity of financial information and risk management

â¢ Updating of skills and knowledge

â¢ Information regarding the external environment

â¢ Raising concerns, if any, to the board

â¢ ensures the implementation of the decisions of the board.

â¢ Ensures compliance with applicable legal and regulatory requirements.

â¢ Alignment of the companyâs resources and budgets with the implementation of the organisationâs strategic plan

â¢ Creativity and innovation in creating new products.

â¢ Understanding of the business and products of the company

c. For Committees of the Board:

â¢ Adequate and appropriate written terms of reference

â¢ The volume of business handled by the committee was set at the right level.

â¢ Whether the committees work in an âinclusiveâ manner

â¢ Effectiveness of the boardâs committees with respect to their role, composition, and interaction with the board

â¢ Are the committees used to their best advantage in terms of management development, effective decision-making, etc.?

â¢ Attendance and active participation of each member in the meetings

â¢ Review of the action taken reports and followups thereon

d. For Board of Directors as a whole:

â¢ Setting clear performance objectives and how well it has been performed against them.

â¢ Contribution to the testing, development, and strategy

â¢ Contribution to ensuring robust and effective risk management.

â¢ The composition of the board is appropriate, with the right mix of knowledge and skills sufficient to maximise performance in light of future strategy.

â¢ Effectiveness of inside and outside board relationships

â¢ Responding to the problems or crises that have emerged.

â¢ Updating with the latest developments in regulatory environments and the market in which the company operates

â¢ Role and functioning of the board on these matters.

â¢ Framing policies and procedures for statutory

compliance, internal financial control, and

safeguarding the interests of the company.

The Directors have expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME

The details of the familiarisation programme undertaken by the company during the year have been provided in the corporate governance report, along with a web link to it.

AUDITORS AND THEIR REPORTS AND RECORDS

(i) Statutory Auditor:

The shareholders of the company at their 1^st annual general meeting held on August 28, 2018, approved the appointment of M/s. S. S. Kothari Mehta & Co., Chartered Accountants (ICAI Firm Registration No. 000756N) as the statutory auditors of the company to hold office for a term of 5 (five) years from the conclusion of the 1^stannual general meeting, until the conclusion of the 6^thannual general meeting to be held in the calendar year 2023, i.e. the ensuing annual general meeting. They are qualified for reappointment for a further term of 5 years in compliance with the provisions of Section 139 of the Companies Act, 2013.

The statutory auditorsâ report on the standalone and consolidated financial statements of the company for the financial year ending on March 31, 2023, forms part of this annual report. The notes on financial statements referred to in the auditorsâ report are self-explanatory and, therefore, do not call for further clarification. There is no qualification, reservation, adverse remark, or disclaimer made by the statutory auditors of the company in their statutory audit report, and hence, no explanation or comments of the board are required in this regard.

(ii) Maintenance of Cost Records:

During the year under review, maintenance of cost records as specified by the central government under Section 148(1) of the Companies Act, 2013 was not applicable to the company.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors of the company, at their meeting held on July 22, 2022, reappointed M/s. T. Chatterjee & Associates, Practising Company Secretaries, having office at 152, S.P. Mukherjee Road, Kolkata-700026, for conducting the secretarial audit of the company for the financial year 2022-23. The secretarial audit report in form MR-3 for the financial year ending on March 31, 2023, is annexed herewith marked "Annexure-III". There is no qualification, reservation, adverse remark, or disclaimer made by the secretarial auditor of the

company in their secretarial report in form MR-3, and hence, no explanation or comments of the board are required in this regard.

(iv) Internal Auditor:

The company has appointed Mr. Aditya Bansal, a chartered accountant, as its internal auditor. The internal auditor is submitting his report on a quarterly basis to the audit committee of the board of directors.

AUDIT COMMITTEE

As of March 31, 2023, the audit committee of the company consisted of four non-executive independent directors, viz., Mr. Salil Kumar Bhandari as chairman, Mr. Mahesh Kr. Jiwrajka, Mr. Arun Kumar Saraf, and Ms. Shivpriya Nanda, and one executive-promoter director, Mr. Shiv Prakash Mittal, as a member.

The committee, inter alia, reviews the internal control system, reports of the internal auditor, compliance with 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 financial results before they are placed before the board. The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

NOMINATION AND REMUNERATION COMMITTEE

As of March 31, 2023, the nomination and remuneration committee of the company consists of three non-executive independent directors, viz., Mr. Salil Kumar Bhandari as chairman, Mr. Mahesh Kumar Jiwrajka, and Mr. Arun Saraf as members.

The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report. The summary of the remuneration policy of the company, prepared in accordance with the provisions of Section 178 of the Companies Act 2013, read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the corporate governance report. This policy applies to all the "executives" of the company and extends to the remuneration of nonexecutive directors, including the principles of selection of the independent directors of the company. The board of directors has adopted the remuneration policy at the recommendation of the committee. This policy is applicable to all employment agreements of the executives entered into after the approval of the policy and changes made to the existing employment agreements of the executives thereafter. The remuneration policy is uploaded on the website of the company. The weblink is https://www.greenpanel.com/wp-content/uploads/2019/11/ Remuneration-Policy.pdf

In terms of the provisions of clause (e) of Section 134(3) read with Section 178(3) of the Companies Act, 2013, the nomination and remuneration committee, while appointing a director, considers the following criteria for determining qualifications, positive attributes, and independence:

Qualification: diversity of thought, experience, industry knowledge, skills, and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the directors are expected to demonstrate a high standard of ethical behavior, good communication skills, leadership skills, and impartial judgement.

Independence: A director is considered independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the rules framed thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STAKEHOLDER RELATIONSHIP COMMITTEE

As of March 31,2023, the stakeholderâs relationship committee of the company comprises one non-executive independent director, viz., Mr. Mahesh Kumar Jiwrajka, as chairman, and two promoter directors, viz., Mr. Shiv Prakash Mittal and Mr. Shobhan Mittal, as members. The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

RISK MANAGEMENT COMMITTEE

As of March 31, 2023, the risk management committee consists of two executive directors: Mr. Shiv Prakash Mittal, Executive Chairman, Mr. Shobhan Mittal, Managing Director, and CEO; and one independent director, Mr. Arun Kumar Saraf. The brief terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

RISK MANAGEMENT POLICY

In terms of the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the board of directors of the company has an approved risk management policy in place. The risk management committee and the board of directors of the company have identified potential non-financial risks to the company that, in the opinion of the board, may threaten its existence. The risk management committee and the board have developed a mitigation plan for potential risks to the company and are regularly monitoring them. Financial risks of the company are monitored by the audit committee, and non-financial risks are managed by the risk management committee of the board of directors of the company and reviewed by the board from time to time.

VIGIL MECHANISM

Pursuant to the provisions of sections 177(9) and (10) of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a vigil mechanism policy for directors and employees to report genuine concerns has been implemented. The policy safeguards whistleblowers'' rights to report concerns or grievances and provides direct access to the chairman of the audit committee. The policy is available on the website of the company, and a weblink to the same has been provided in the corporate governance report.

ANNUAL RETURN

A copy of the annual return as required under sections 92(3) and 134(3)(a) of the Companies Act, 2013 is available on the website of the company at https://www.greenpanel.com/ annual-return

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the company since the close of the financial year, i.e., since March 31,2023, and to the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATIONS IN THE FUTURE.

During the period under review, no significant material order has been passed by any Regulators/Courts/Tribunals impacting the going concern status and the companyâs operation in future.

INTERNAL FINANCIAL CONTROLS

Your company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting are operating effectively based on the internal control over financial reporting criteria established by the company considering the essential components of internal control. Your company has laid down guidelines, policies, procedures, and structure for appropriate internal financial controls across the company. These control processes enable and ensure orderly and efficient conduct of the companyâs business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation and disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively.

A report on the internal financial controls of the company, as required under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013, issued by M/s. S.S. Kothari Mehta & Co., Chartered Accountants (ICAI Firm

Registration No. 000756N), forming part of independent auditorâs report and the same is self-explanatory.

CORPORATE SOCIAL RESPONSIBILITY

The corporate social responsibility committee has formulated and recommended to the board, a corporate social responsibility policy describing the activities to be undertaken by the company, which has been approved by the board and is available on the companyâs website.

The composition of the corporate social responsibility committee is provided in the annual report on corporate social responsibility ("CSR") activities. The average net profits of the company for the last three financial years are ''13,443.76 lakhs, and accordingly, the prescribed CSR expenditure during the year under review shall not be less than ''268.88 lakhs (i.e., 2% of the average net profits of the company for the last three financial years). During the year under review, the company spent an amount of ''231.61 lakhs on its CSR activities as against ''268.88 lakhs, and an unspent amount of ''37.27 lakhs on ongoing projects are lying with the company for the year.

The unspent amount of CSR of ''37.27 lakhs for the financial year 2022-23 has been transferred to a separate bank account opened with a schedule bank, and the same will be utilised in ongoing CSR projects within the next three financial years.

The annual report on CSR activities is annexed as "Annexure-IV" to this report.

INSURANCE

Your companyâs properties, including buildings, plants, machinery, and stocks, among others, are adequately insured against risks.

LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not granted any loans or advances, given guarantees during the year under review under the provisions of Section 186 of the Companies Act, 2013. Further, the company has an investment of a net value of ''2205.85 lakhs in its wholly owned subsidiary, M/s. Greenpanel Singapore Pte. Ltd., incorporated in Singapore as of March 31, 2023, post impairment of losses of ''3038.77 lakhs incurred by WOS.

DEPOSITS

During the financial year 2022-23, the company did not invite or accept any deposits from the public under Section 76 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

There are no materially significant related-party transactions made by the company that may have a potential conflict with

the interests of the company. Related party transactions that were entered into during the year under review were on an arm''s-length basis and were in the ordinary course of business. The particulars of related party transactions as per Section 188(1) of the Companies Act 2013 that were entered into on an armâs length basis 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, which is annexed herewith as "Annexure-II". Further, suitable disclosure as required by the accounting standards (Ind AS 24) has been made in the notes to the financial statements. The board had approved a policy for related party transactions on August 14, 2019.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2022/40 dated March 30, 2022, regarding clarification on the applicability of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to related party transactions, the board revised its policy on related party transactions on May 6, 2022, and updated the same on the companyâs website: https://www. greenpanel.com/wp-content/uploads/2022/07/Related-Party-Transactions-Policy.pdf

CORPORATE GOVERNANCE REPORT

A detailed report on corporate governance for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with an auditorâs certificate from statutory auditor M/s. S.S. Kothari Mehta & Co., Chartered Accountants (ICAI Firm Registration No. 000756N), on compliance with the conditions of corporate governance, is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as a separate statement in the annual report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under regulation 34(2)(f) of 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, and governance perspective is enclosed and forms part of the annual report.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report.

Further, in terms of regulation 33(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and CEO and the Chief Financial Officer of the company also provide a quarterly certification that the financial results do not contain any false or misleading statement or figures and do not omit any material fact while placing the financial results before the Board for approval.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The code of conduct for directors and senior management personnel has been uploaded to the company''s website. The Managing Director and CEO of the company has made a declaration that all directors and senior management personnel concerned have affirmed compliance with the code of conduct with reference to the financial year ending on March 31, 2023. The declaration is annexed to the corporate governance report.

DISCLOSURE REGARDING COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO

The information required under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this report as "Annexure - V".

DIRECTORSâ RESPONSIBILITY STATEMENT

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

â¢ I n the preparation of the annual financial statements for the financial year ending on March 31, 2023, the applicable accounting standards have been followed along with a proper explanation relating to material departures, if any.

â¢ The directors have 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 preventing and detecting fraud and other irregularities.

â¢ The directors have prepared the annual accounts on a going concern basis.

â¢ 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 and

â¢ The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FRAUD REPORTING

There have been no frauds reported by the auditors of the company to the audit committee or the board of directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year 2022-23.

CONSTITUTION OF THE INTERNAL COMPLAINTS COMMITTEE

Pursuant to the requirement under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act 2013, an internal complaints committee has been duly constituted by the company, and the composition of the same is disclosed in the policy on prevention of sexual harassment at the workplace, which is uploaded on the company''s website.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as "Annexure-VI".

APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Your company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2022-2023.

ONE-TIME SETTLEMENT

Your company has not made any one-time settlements against loans taken from banks or financial institutions during the financial year 2022-2023.

UNPAID DIVIDEND ACCOUNT

In compliance with the provisions of Section 124 of the Companies Act, 2013, a sum of ''37,702.50, the unclaimed dividend from the interim dividend declared by the company for the financial year 2022-23, was transferred to the unpaid dividend account.

SOP FINES IMPOSED BY STOCK EXCHANGES

i. The company had received notices under regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, demanding a fine of ''17,700/- from the National Stock Exchange of India Limited and BSE Limited regarding delayed-compliance of disclosure of related party transactions on a consolidated basis. The company has paid the fine to both exchanges.

ii. National Stock Exchange of India Limited and BSE Limited both imposed a fine of ''35,400 each on the company for delay in the constitution of the nomination and remuneration

committee pursuant to regulation 19(1) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. There was a delay of 15 days in the reconstitution of the nomination and remuneration committee due to the resignation of Ms. Sushmita Singha. The company has paid the fine amount to both exchanges, and the nomination and remuneration committee has also been reconstituted on July 22, 2022.

ACKNOWLEDGEMENTS

Your directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortiums of banks, vendors, clients, investors, the 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 levels, who have contributed to the growth and sustained success of the company.

For and on behalf of the Board of Directors

Shiv Prakash Mittal

Place: Gurgaon Executive Chairman

Date: May 6, 2023 DIN: 00237242

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