s The % change in remuneration is not comparable as the Chief Financial Officer appointed during the previous financial year and held the position for a part of the previous financial year.

(c) percentage increase in the median remuneration of employees in the financial year 2025-26;

7.70%

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

2649

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

7.37% (non-Managerial personnel) -2.80% (Managerial Personnel).

(f) We hereby affirm that the remuneration paid to the Executives is as per the Remuneration Policy of the Company approved by the Board of Directors.

(g) Managing Directors and Whole-time Directors of the Company do not receive any commission from its subsidiary companies.

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

The Shareholders of the Company at their 32^nd Annual General Meeting held on 21.09.2022, approved appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company to hold office for a further term of 5 (five) consecutive years i.e. from the conclusion of 32^nd Annual General Meeting, until the conclusion of the 37^th Annual General Meeting to be held in Financial Year 2027.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and, therefore, do not call for further clarification. The Statutory Auditor's Report for Financial Year ended March 31, 2026 does not have any qualification and adverse remark. Further, the Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, during the year under review, cost audit was not applicable to the Company.

The Company has in-house Internal Audit team headed by a qualified and experienced Executive. The scope, functioning, periodicity and methodology for conducting internal audits were approved by the Board of Directors and are reviewed periodically by the Audit Committee. Further, the Audit committee discussed and reviewed the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the officials, heading the department, reporting structure coverage and frequency of internal audit.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the Shareholders of the Company in their 35^th AGM held on August25,2025, based on recommendations of the Board of Directors of the Company, approved the appointment of M/s. SP & SA Associates, a peer reviewed firm of Practising Company Secretaries (firm registration no. P2023WB095800), as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from FY 2025-25 up to FY 2029-30.

The Secretarial Audit Report of M/s. SP & SA Associates, Practising Company Secretary, in Form MR-3, for the financial year ended 31^st March, 2025, is annexed to this report. The Secretarial Auditor's report does not contain any qualifications, reservations, or adverse remarks. Further, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.

M/s. DKS & Co., Practising Company Secretaries, had undertaken the Secretarial audit of the Company's material subsidiaries, Greenply Speciality Panels Private Limited and Greenply Sandila Private Limited, for the financial year 2025-26. The Secretarial Audit report confirms that the said material subsidiaries have complied with the provisions of the Companies Act, Rules, Regulations and Guidelines as applicable, and that there were no deviations or non- compliance. As required under Regulation 24A of the SEBI Listing Regulations, the report of the Secretarial Audit is annexed to this report. The Secretarial Auditor's report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Further, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.

The members of the Company, with a view to motivate the key work force seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents, and to retain them for ensuring sustained growth, passed the resolutions through postal ballot including e-voting on 15^th October, 2020 for approval of ESOPs and 23^rd December, 2020 for modification and introducing 'Greenply Employee Stock Option Plan 2020' ("ESOP 2020'7"Plan").

The resolutions also accorded approval to the Board of Directors / Nomination and Remuneration Committee of the Company to create, grant and vest from time to time, in one or more tranches, not exceeding 54,00,000 (Fifty-four lakhs only) employee stock options, to or for the benefit of such person(s) who are in permanent employment of the Company and its subsidiary company(ies).

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

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

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

The disclosures as required under Companies (Share Capital and Debentures) Rules, 2014 and Employee Benefit Regulations as on 31^st March 2026 is as under:

There have been no material changes to the ESOP 2020 during the Financial Year and the scheme is in the compliance with the said regulations.

The certificate from M/s. SP & SA Associates (firm registration no. P2023WB095800), Kolkata, Secretarial Auditors of the Company for the financial year 2025-26, confirming that the scheme has been implemented in accordance with the aforesaid regulations and in accordance with the resolutions passed by the Members of the Company through postal ballot including e-voting, would be placed before the Members at the ensuing Annual General Meeting. A copy of the same will be available for inspection at the Company's website and can be accessed on the weblink www.greenplv. com/investors

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

In line with the Indian Accounting Standards ("Ind AS") 102 on ‘Share Based Payments' issued by the Ministry of Corporate Affairs in consultation with Accounting Standards Board (ASB) of the Institute of Chartered Accountants of India ("ICAI") and the National Advisory Committee on Accounting Standards, your Company has computed the cost of equity settled transactions by using the fair value of the options at the date of the grant and recognized the same as employee compensation cost over the vesting period. Further details as required under SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 are disclosed in the notes to the financial statements forming part of the Annual report.

As on 31^st March, 2026, the Company's Audit Committee comprises of two Non-Executive Independent Directors viz. Mr. Adika Ratna Sekhar and Mr. Braja Narayan Mohanty and one Executive-Promoter Director viz. Mr. Rajesh Mittal. The Committee inter-alia reviews the Internal Control System, reports of Internal Auditors, compliance of various regulations and evaluates the internal financial controls and risk management system of the Company. The Committee also reviews at length the Financial Statements and results before they are placed before the Board. The terms of reference of the Audit Committee and other details have been provided in the Corporate Governance Report. During 2025-2026, six meetings of the Audit Committee were held i.e. on 28^th April, 2025,3^rd June, 2025, 29^th July, 2025, 4^th November, 2025, 4^th February, 2026, and 31^st March, 2026.

During the year under review, there has been no such instance where the Board has not accepted the recommendations of the Audit Committee.

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, 'Whistle Blower Policy' to establish vigil mechanism for directors, employees and stakeholders or third party to report genuine concerns had been framed and impiemented. This poiicy provides a process to disclose information, confidentially and without fear of victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The poiicy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review, none of the personnel has been denied access to the Chairman of the Audit Committee. The policy has been uploaded on the website of the Company and is available at the weblink at https://www.greenplv.com:5001/ Originalpdf1764049431258-6342.pdf

As on 31^st March, 2026, the Company's Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors viz. Ms. Vinita Bajoria, Mr. Adika Ratna Sekhar and Mr. Braja Narayan Mohanty and one Executive- Promoter Director Mr. Rajesh Mittal (Chairman cum Managing Director). The terms of reference and other details of the Nomination and Remuneration Committee have also been provided in the Corporate Governance Report. During 2025-2026, six meetings of Nomination and Remuneration Committee were held i.e. on 28^th April, 2025, 3^rd June, 2025, 16^th July, 2025, 4^th November, 2025, 4^th February, 2026 and 31^st March, 2026.

Your company has a Board approved Remuneration Policy that applies to all of its Directors, Key Managerial Personnel, and Senior Management Personnel and is uploaded on website of the Company at https://www.greenplv.com:5001/ pdf'! 715929931027-8763. Pdf

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

The Poiicy also helps the Company to attain Board diversity and creates a basis for succession planning. In addition, it is intended to ensure that-

a) the Company is able to attract, develop and retain high- performing and motivated Executives in a competitive international market;

b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

c) remuneration of the Executives are aligned with the Company's business strategies, values, key priorities and goals.

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

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

The assessments for Directors, Key Managerial Personnel, Senior Management Personnel and Functional Heads are done on the basis of below parameters by the concerned interview panel of the Company -

a) Competencies

b) Capabilities

c) Compatibility

d) Commitment

e) Character

f) Strong interpersonal skills

g) Culture among others.

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

The five remuneration components are -

• fixed remuneration (including fixed supplements)

• performance based remuneration (variable salary)

• pension schemes, where applicable

• other benefits in kind

• severance payment, where applicable

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

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

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

i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it;

ii. Such directors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law;

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

As on 31^st March, 2026, the Stakeholders Relationship Committee comprises two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal, and one Non- Executive Independent Director viz. Mr. Adika Ratna Sekhar. The detailed terms of reference and other details of the Committee have been provided in the Corporate Governance Report. During 2025-2026, four meetings of Stakeholders Relationship Committee were held on 28^th April, 2025, 29^th July, 2025, 4^th November, 2025 and 4^th February, 2026.

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

As on 31^st March, 2026, the Company's Risk Management Committee comprises of, one Executive - Non Promoter Director, one Executive - Promoter Director, one Non-Executive Independent Director and the Chief Financial Officer (CFO) of the Company. The Board of Directors also defined the terms of reference of the said Committee. The terms of reference of the Risk Management Committee and other details have been provided in the Corporate Governance Report. During 2025-26, two meetings of the Risk Management Committee held on 29^th July, 2025 and 4^th February, 2026.

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at https://www. greenplv.com:5001 /originalpdf1784023282150-5615.pdf

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31^st March, 2026 till the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company except as disclosed in this report.

There is no significant and material order has been passed by any Regulator/ Court/Tribunals impacting the going concern status and the Company's operations in future.

During the year, the Company was subject to a search and seizure operation conducted by the Income tax Department under the provisions of the Income tax Act, 1961 at certain business premises of the Company from 26^th February 2026 to 02^nd March 2026.

As on the date of this Report, no assessment order, notice of demand or penalty order has been received by the Company pursuant to the said proceedings. The matter is presently at a preliminary stage to assess any possible financial impact on the Company.

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

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

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

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

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

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

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

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

The details of related party disclosures with respect to loans/ advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.

Shakuntala Safeinvest Pvt. Ltd. (Formerly Showan Investment Pvt. Ltd.) belongs to the promoter /promoter group of the Company and held more than 10% shareholding in the Company as on 31^st March, 2026. Accordingly, transactions entered with said entity have been disclosed in the Financial Statements in format prescribed under the relevant accounting standards.

Details of loans/advances granted, guarantees given and investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the financial statements attached to this annual report.

Amount outstanding as at 31^st March, 2026

During the Financial Year 2025-26, the Company did not invite, accepted or renewed any public deposits under the Companies Act, 2013 including applicable rules made there under. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 526797 and on National Stock Exchange of India Limited (NSE) with scrip symbol GREENPLY.The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2025-26 have been duly paid.

There have been no materially significant related party transactions undertaken by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on arm's length basis and/or were in ordinary course of business. During the year, your Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in terms of the RPT Policy, requiring shareholders' approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Companies Act, 2013 read with Rules made thereunder. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable. Further, suitable disclosure as required by the Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company's website. The web link as required under Listing Regulations is as under:

https://www.greenplv.com:5001/

Originalpdf1775455082400-3040.pdf

Your Company remains committed to upholding high standard of Corporate Governance practices and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. In accordance with Regulation 34(3) read with Schedule V of the Listing Regulations, the report on Corporate Governance for the financial year ended March 31, 2026, forms an integral part of this Annual Report and annexed to this Report.

The requisite certificate from Ms. Stuti Pithisaria, Practising Company Secretary (Membership No. ACS 24680 / COP No. 26447), Partner of M/s. SP & SA Associates, Kolkata confirming compliance with the conditions of corporate governance, is also attached to this Annual Report.

The Report on Management Discussion and Analysis Report in terms of Regulation 34, read with Schedule V of the Listing Regulations, forms part of this Annual Report and is annexed to this Report. Certain Statements in the aforesaid report may be forward looking in nature. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

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

Further, the Company has complied with the provisions relating to constitution of an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of complaints of sexual harassment received, disposed of, and pending during the financial year are set out below:

(a) Number of complaints received: NIL

(b) Number of complaints disposed of: NIL

(c) Number of cases pending for more than 90 days: NIL

The Company is committed to providing a safe, inclusive and respectful work environment for all its employees, and necessary awareness programs are conducted on periodic basis.

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

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

As on 31^st March, 2026, no application has been made or no proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

During the year, the Company serviced all its debts and financial commitments as and when they became due and no settlements were entered into with the bankers.

As on 31^st March, 2026, the Corporate Social Responsibility Committee (CSR Committee) comprises two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal and one Non-Executive Independent Director viz. Ms. Vinita Bajoria. The terms of reference of the Committee have been provided in the Corporate Governance Report. During 2025-26, four meetings of CSR Committee were held

i.e. on 28^th April, 2025, 29^th July, 2025, 4^th November, 2025 and 4^th February, 2025. The CSR Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has also been approved by the Board. The CSR Policy may be accessed on the Company's website at the link https://www.greenplv.com:5001/ pdf1715930507994-9293.pdf

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

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

2. Mission: The Company's CSR Mission is primarily to pursue initiatives directed towards enhancing welfare of society based on long term social and environmentally sustainable CSR activities.

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

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

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

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

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

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

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

d) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;

e) training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;

f) disaster management, including relief, rehabilitation and reconstruction activities.

7. The Company shall approve Annual Action Plan every year covering list of activities to be undertaken, manner of execution, utilisation of funds, monitoring etc. Impact assessment of CSR activities will be undertaken if the conditions specified in the Policy and under the Companies (CSR Policy) Rules, 2014 in this regard is fulfilled.

Further, the CSR activities carried out during the Financial Year ended 31^st March, 2025 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 including amendment thereof, is annexed to this Report.

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

(i) in preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on March 31,2026 and of the profits of the Company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the Annual Accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to the Circular dated 07.01.2026 issued by the National Financial Reporting Authority (NFRA), the Company has identified certain Directors and Key Managerial Personnel as the Company's "Those Charged with Governance" (TCWG) for the purpose of ensuring robust and structured two way communication mechanisms between the Statutory Auditors and TCWG in respect to the audit of the financial statements.

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

The Code of Conduct for Directors and Senior Management Personnel is available on the Company's website. The Joint Managing Director & CEO of the Company has given a declaration confirming that all Directors and Senior Management Personnel concerned have affirmed compliance with the Code of Conduct for the financial year ended on March 31, 2026. The declaration is attached with the annual report.

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

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

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

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

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

I. Details of Employees employed throughout the financial year who were in receipt of the remuneration for that year which, in aggregate, was not less than Rs.1.02 Crore are: 4

II. Employees employed for a part of the financial year and who were in receipt of the remuneration during for that financial year at a rate not less than Rs.8,50,000 per month: 8

III. Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None

In accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn and of the aforementioned employees form part of the Directors' / Board's Report as an annexure. However, in terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the rule, the Directors'/ Board's Report is being sent to all shareholders/ members of the Company excluding the same. The said information is available for inspection at the registered office of the Company during the working hours.

Any shareholder/ member interested in obtaining a copy of the annex may write to the Company Secretary. Disclosures on managerial remuneration in terms of Rule 5(1) of the aforesaid Rules are annexed to this Report.

The members are also informed that this Report is to be considered as an abridged report to the extent of the aforesaid exclusion only and all other information as required under applicable law form part of this Report without any exclusion.

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

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

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

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

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the Company across all the levels who have contributed to the growth and sustained success of the Company.