Directors Report of Greenpanel Industries Ltd.

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
Company’s 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 India’s Medium
Density Fibreboard (“MDF”) 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s
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 (“Listing Regulations”),
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 (“SEBI”), 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 Auditors’ 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 Auditors’ 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 Committee’s 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 Company’s
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 Company’s
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 Company’s 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 Stakeholders’ 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 Company’s
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 Company’s 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 Company’s
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 Company’s
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 Company’s 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 Company’s 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
Auditor’s 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 Company’s 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 Company’s 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 arm’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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".

Directors’ 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:

• 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;

• 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.

• 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.

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

• 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

• 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 Company’s 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 “Greenpanel Industries Limited unpaid interim
dividend 2024-25.” Year-wise details of the unpaid dividend
are available on the Company’s 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 Company’s 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
	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 Company’s 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.”

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 company’s annual report, containing both standalone and consolidated financial statements, has been made available on the company’s website. Additionally, adhering to the fourth proviso of the above section, the audited annual accounts of the subsidiary company have been published on the company’s 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 company’s 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 company’s 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 company’s 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 Company’s 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:

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

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

• Assess the quality, content and timeliness of flow of information between the Company’s 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 Board’s 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.”

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:

• Knowledge and skills

• Professional conduct

• Duties, roles, and functions

• Rendering independent and unbiased opinions and judgements

• Attendance and active participation in meetings of the board

• Assistance in implementing corporate governance practices.

• Updating of skills and knowledge

• Information regarding the external environment

• Understanding and assessment of risk management

• Raising concerns, if any, to the board

• Study of the agenda in depth prior to the meeting

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

b. For Executive Directors:

• Performance as a member

• Working expertise

• Evaluating business opportunities and analysing risk-reward scenarios

• Professional conduct and integrity

• Sharing of information with the board

• Attendance and active participation in the board meetings and meetings of members of the company

• Whether a difference of opinion was voiced in the meeting

• Assistance in implementing corporate governance practices.

• Review of the integrity of financial information and risk management

• Updating of skills and knowledge

• Information regarding the external environment

• Raising concerns, if any, to the board

• ensures the implementation of the decisions of the board.

• Ensures compliance with applicable legal and regulatory requirements.

• Alignment of the company’s resources and budgets with the implementation of the organisation’s strategic plan

• Creativity and innovation in creating new products.

• Understanding of the business and products of the company

c. For Committees of the Board:

• Adequate and appropriate written terms of reference

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

• Whether the committees work in an ‘inclusive’ manner

• Effectiveness of the board’s committees with respect to their role, composition, and interaction with the board

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

• Attendance and active participation of each member in the meetings

• Review of the action taken reports and

follow-ups thereon

d. For Board of Directors as a whole:

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

• Contribution to the testing, development, and strategy

• Contribution to ensuring robust and effective risk management.

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

• Effectiveness of inside and outside board relationships

• Responding to the problems or crises

that have emerged.

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

• Role and functioning of the board on these matters.

• 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 auditors’ 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 auditors’ 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 November 01,2023 reappointed M/s. T. Chatterjee & Associates, Practicing Company Secretaries, having office at 152, S.P

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 “Annexure-IN”. 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.

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 also provided in the corporate governance report.

This policy applies to all the “executives” 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 stakeholder’s 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 whistleblowers’ 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 company’s 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 company’s 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 company’s 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 company’s 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 auditor’s 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 company’s 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 “Annexure-IV” to this report.

Insurance

Your company’s 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 arm’s 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 company’s 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 “Annexure - V”.

Directors’ 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:

• 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.

• 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 “Annexure-II”. 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 company’s 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 auditor’s 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 company’s initiatives from an environmental,

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

• 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.

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

• 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

• 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 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 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 company’s 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
	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 COMPANY’S 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 company’s 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 company’s 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 company’s panel products, wooden flooring and allied products. The operation of WOS is transferred to the company’s 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 company’s 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 company’s 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 company’s 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:

• Knowledge and skills

• Professional conduct

• Duties, roles, and functions

• Rendering independent and unbiased opinions and judgements

• Attendance and active participation in meetings of the board

• Assistance in implementing corporate governance practices.

• Updating of skills and knowledge

• Information regarding the external environment

• Understanding and assessment of risk management

• Raising concerns, if any, to the board

• Study of the agenda in depth prior to the meeting

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

b. For Executive Directors:

• Performance as a member

• Working expertise

• Evaluating business opportunities and analysing risk-reward scenarios

• Professional conduct and integrity

• Sharing of information with the board

• Attendance and active participation in the board meetings and meetings of members of the company

• Whether a difference of opinion was voiced in the meeting

• Assistance in implementing corporate governance practices.

• Review of the integrity of financial information and risk management

• Updating of skills and knowledge

• Information regarding the external environment

• Raising concerns, if any, to the board

• ensures the implementation of the decisions of the board.

• Ensures compliance with applicable legal and regulatory requirements.

• Alignment of the company’s resources and budgets with the implementation of the organisation’s strategic plan

• Creativity and innovation in creating new products.

• Understanding of the business and products of the company

c. For Committees of the Board:

• Adequate and appropriate written terms of reference

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

• Whether the committees work in an ‘inclusive’ manner

• Effectiveness of the board’s committees with respect to their role, composition, and interaction with the board

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

• Attendance and active participation of each member in the meetings

• Review of the action taken reports and followups thereon

d. For Board of Directors as a whole:

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

• Contribution to the testing, development, and strategy

• Contribution to ensuring robust and effective risk management.

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

• Effectiveness of inside and outside board relationships

• Responding to the problems or crises that have emerged.

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

• Role and functioning of the board on these matters.

• 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^st annual general meeting, until the conclusion of the 6^th annual 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 auditors’ 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 auditors’ 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 stakeholder’s 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 COMPANY’S 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 company’s 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 company’s 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 auditor’s 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 company’s 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 company’s 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 arm’s 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 company’s 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 auditor’s 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".

DIRECTORS’ 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:

• 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.

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

• 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.

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

• 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

• 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.

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.

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