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Your Directors have the pleasure in presenting the 13^th Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year ended March 31,2026.

Financial Highlights

The standalone and consolidated financial highlights of the Company are summarised in the table below:

Operations and State of Affairs of the Company (on consolidated basis)

During the year under review, consolidated revenues grew 18.55% to H3046.08 crores compared to H2,569.34 crores in FY 2024-25, outpacing both the wood panel industry and the broader economy as the Company successfully transitioned from an investment phase to an execution-led growth cycle.

While Profit After Tax declined by 18.04% to H56.02 crores from H68.35 crores in the previous year, this largely reflected higher depreciation and interest costs associated with newly commissioned capacities, which are still in the early stages of ramp-up. With the expansion programme now complete, the Company is well positioned to benefit from improving operating leverage and sustained profitable growth as utilisation levels increase.

Laminate and Allied product which contributed 79.88% of the total revenue grew 9.30% to H2433.33 crores from H2,226.40 crores in the previous year.

The Decorative Veneer business revenue grew by 8.41% to H123.03 crores in FY 2025-26 from H113.49 crores in the previous year.

The Engineered Wooden Flooring business revenue decline 7.21% to H51.62 crores from H55.63 crores in the previous year.

The Engineered Wooden Doors business revenue grew 29.79% to H59.82 crores from H46.10 crores in the previous year.

The Plywood business revenue grew 34.97% to H165.53 crores from H122.64 crores in the previous year.

The Chipboard business revenue grew to H212.76 crores from H5.12 crores in the previous year.

Your company recorded 13.4% growth in international revenue to H1335.5 crores as against H1177.8 crores in the previous year.

The Company strengthened its market position by capitalising on the structural shift from unorganised to organised wood panel products, supported by disciplined pricing, a richer product mix and stable gross margins. Its laminates business continued to outperform the sector, while maintaining its leadership as India's largest laminate exporter for the sixteenth consecutive year and serving customers across 120 countries. Although global trade remained impacted by tariff uncertainties and uneven regional demand, Greenlam expanded its international footprint through stabilizing its new subsidiaries, offices and warehouse infrastructure, creating a stronger platform for long-term growth.

During the year, the Company also accelerated the expansion of its integrated product portfolio by strengthening market penetration across laminates, chipboard, plywood, veneer, flooring, and doors. As part of its brand simplification strategy, Decowood Veneers was integrated under the Mikasa brand, creating a unified identity alongside Mikasa Plywood, Flooring and Doors. This streamlined two-brand architecture enhances brand recall, simplifies customer engagement and positions the Company to deliver a comprehensive portfolio of surface and substrate solutions under stronger and more scalable brands.

The Company continues to demonstrate strong financial discipline and uphold robust corporate governance practices, while ensuring its capital allocation remains aligned with the objective of

creating long-term stakeholder value. A consistent dividend payout has been maintained, supported by a healthy balance sheet and strong cash flow generation.

The Government of Andhra Pradesh has extended certain special package of incentives, under the state's latest Industrial Development Policy (4.0), to the Company's wholly owned subsidiary, Greenlam Limited, comprising capital subsidy, employment creation subsidy, electricity duty exemption and power tariff concessions up to H352.82 crore,a portion of which is contingent upon making further investment of approximately H250 crore by March 2029 and meeting the stipulated conditions. Further, necessary steps are being taken for availing of eligible incentives as per the said Industrial Development Policy.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Annual Report.

Expansion

During the year under review, Greenlam Limited, a wholly-owned subsidiary of the Company, undertook Brownfield expansion to enhance the capacity for Laminates manufacturing of additional 2.0 million Sheets/Boards annually at its existing plant at Naidupeta, Andhra Pradesh (from 3.5 million laminates sheets/board per annum to 5.5 million laminates sheets/board per annum) for an investment of H70 Crores. The brownfield expansion is expected to be completed by fourth quarter of the Financial Year 2026-27 which will be funded through internal accruals and/or financial support of the Company.

Outlook

The Company's outlook remains positive, supported by India's structural growth drivers, increasing urbanisation, rising demand for branded wood panel products and the continued shift from the unorganised to the organised sector. Having completed its multi-year investment cycle, Greenlam enters the next phase with a fully integrated manufacturing footprint, an expanded portfolio

spanning six product categories and a presence across 120 countries.

Going forward, the Company will focus on scaling utilisation across its newly commissioned capacities, deepening its integrated surface and substrate solutions portfolio, and strengthening its two-brand architecture of Greenlam and Mikasa. With a robust pan-India distribution network, expanding global presence and operating leverage expected to improve as new businesses mature, the Company is well positioned to deliver sustainable growth, stronger profitability and long-term value creation.

Dividend

Your Directors recommended a final dividend of Re.

0.40/- per equity share on the Company's 25,51,47,702 Equity Shares of Re. 1.00 each (40%) for the financial year 2025-26 in its meeting held on May 22, 2026. The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The final dividend on the equity shares, if declared as above, would entail a total outflow of HI 0.21 crores. The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of the Company can be accessed at https://www.greenlamindustries.com/investors/ governance-compliance/company-policy/

Transfer to Investor Education and Protection Fund

Pursuant to Section 124(6) and Section 125 of the Companies Act 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereto ("IEPF Rules"):

(a) The Company has transferred the unpaid or unclaimed dividend for the Financial Year 2017-18 amounting to H45,060 to Investor Education and Protection Fund ("IEPF Authority") established by the Central Government within the specified due date, the details of which are available on the website of the Company at https://www.greenlamindustries.com/investors/ shareholder-information/unclaimed-unpaid-dividends/

(b) Further, 1360 Equity Shares in respect of which dividend has not been paid/claimed for a period of seven consecutive years or more have been also be transferred in the name of IEPF Authority, details of which are available on the website of the Company at https://www.greenlamindustries. com/wp-content/uploads/2026/04/unclaimed-shares.pdf

'Outlook changed from Stable to Negative.

Subsidiaries and its Performance

As on March 31,2026, the Company has following 16 (Sixteen) subsidiaries and step-down subsidiaries:

1. Greenlam Limited, India

2. Greenlam America, Inc. USA

3. Greenlam Asia Pacific Pte. Ltd., Singapore

4. Greenlam Asia Pacific (Thailand) Co., Ltd., Thailand

5. Greenlam Holding Co., Ltd., Thailand

6. PT. Greenlam Asia Pacific, Indonesia

7. Greenlam Europe (UK) Limited, UK

8. Greenlam Decolan SA, Switzerland

9. PT. Greenlam Indo Pacific, Indonesia

10. Greenlam Rus LLC, Russian Federation

11. Greenlam Poland Sp. Z.o.o, Republic of Poland

12. Greenlam Industries SDN. BHD., Malaysia

13. Greenlam Overseas Bengal Limited, Bangladesh

14. GRLAM Trading, Egypt

15. Greenlam Limited S.L., Spain

16. Greenlam Gmbh, Germany

During the year under review, Greenlam Asia Pacific Pte. Ltd., a wholly owned subsidiary of the Company in Singapore ('Singapore Subsidiary') and Greenlam Industries SDN. BHD., a wholly owned subsidiary

of Singapore Subsidiary in Malaysia ('Malaysia Subsidiary'), have jointly acquired the entire 33% local shareholding of PT. Greenlam Indo Pacific, a subsidiary of Singapore Subsidiary in Indonesia (Indonesia Subsidiary). The Singapore Subsidiary earlier held 67% shareholding in the Indonesia Subsidiary. Pursuant to the above acquisition, the collective shareholding of Singapore Subsidiary and Malaysia Subsidiary now stands at 100%. Consequently, Indonesia Subsidiary has become a wholly owned (step-down) subsidiary of Greenlam Industries Limited.

Greenlam Limited, a wholly owned subsidiary of the Company in India is engaged in the business of manufacturing and marketing Laminates, Chipboard and allied products. Greenlam Asia Pacific Pte. Ltd., Singapore subsidiary, is engaged in the business of trading high-pressure decorative laminates and allied products. Greenlam America, Inc., USA subsidiary, is engaged in the marketing and distribution of high-pressure laminates and allied products in North America and South America. Further, UK step-down subsidiary Greenlam Europe (UK) Limited is engaged in the business of marketing and distribution of high-pressure laminates and allied products, engineered wooden flooring and engineered wooden door sets in the United Kingdom. Two Thai step-down subsidiaries Greenlam Asia Pacific (Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. are engaged in the business of marketing and distribution of high-pressure laminates and allied products in Thailand.

One Indonesian step-down subsidiary PT. Greenlam Asia Pacific is engaged in the manufacturing of promotional material i.e. catalogues, sample folders, chain sets, wall hooks and A4 size samples. Another Indonesian step-down subsidiary PT Greenlam Indo Pacific is carrying out, inter alia, the business of distributor and wholesaler of laminates and allied products. Greenlam Decolan SA, Switzerland step down subsidiary, is engaged in the business of marketing and distribution of high pressure laminates and allied products.

Limited Liability Company Greenlam Rus (abbreviated name being "Greenlam Rus LLC"), step down subsidiary in Russian Federation, and Greenlam Poland Spotka zograniczong odpowiedzialnoscig" (abbreviated name being "Greenlam Poland Sp. z.o.o."), step down subsidiary in the Republic of Poland, are carrying out, inter alia, the business of marketing of high pressure laminates and allied products. GREENLAM INDUSTRIES SDN. BHD, step down subsidiary in Malaysia is carrying out, inter alia, the business of distributor and wholesaler of high pressure laminates and other paper/wood based products. Greenlam Overseas Bengal Limited, a step down subsidiary in Bangladesh carrying out, inter alia, the business of distributor and wholesaler

Change in the nature of business

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2026.

Transfer to General Reserve

The Board of Directors at their meeting held on May 22, 2026, proposed to transfer H5 Crores to the General Reserve.

Directors

As on March 31, 2026, the Board of the Company comprises of 8 (eight) directors, consisting of the following;

Ý One Non-Executive Promoter Chairman

Ý Two Executive Promoter Directors

Ý Five Non-Executive Directors which includes Four Independent Directors and One Non Executive Non Independent Director

During the Financial Year 2025-26, based upon the recommendation of Nomination, Remuneration & Compensation Committee and the Board of Directors of the Company, the Members of the Company approved re-appointment of Ms. Matangi Gowrishankar (DIN: 01518137) as an Independent Director of the Company, not liable to retire by rotation, to hold office for the second term of five consecutive years commencing from the conclusion of 12^th Annual General Meeting held on July 31,2025.

For the financial year 2025-26, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have confirmed that they have complied with the requirement of inclusion of their names in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possess relevant expertise and experience.

I n accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Parul Mittal (DIN: 00348783),

Whole-Time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offered herself for re-appointment. The Board recommends her re-appointment.

Further, in accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jalaj Ashwin Dani (DIN: 00019080) Non-executive Non- Independent Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment. The Board recommends his re-appointment.

The Members of the Company had approved appointment of Mr. Yogesh Kapur (DIN: 00070038) as an Independent Director of the Company for a period of 5 (five) consecutive years commencing from the conclusion of 8^th Annual General Meeting (AGM) held on August 12, 2021 and his current tenure is valid till the conclusion of 13^th AGM or expiry of five years from 8^th AGM, whichever is earlier. Accordingly, based on the recommendation of the Nomination, Remuneration & Compensation Committee (NRC), the Board of Directors at its meeting held on May 22, 2026 had approved re-appointment of Mr. Yogesh Kapur as an Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years commencing from the conclusion of ensuing 13^th AGM of the Company to be held in the year 2026 and recommended the same to the Members of the Company for their approval at the ensuing AGM by way of special resolution.

The Company has received notice in writing pursuant to Section 160 of the Companies Act, 2013, from a member proposing re-appointment of Mr. Yogesh Kapur (DIN: 00070038) for the office of Independent Director under the provisions of Section 149 of the Act for the second term. The Company has received all statutory disclosures / declarations from Mr. Yogesh Kapur.

Brief resume, nature of expertise, disclosure of relationships between directors inter-se, details of directorships and Committee membership held by him for his proposed re-appointment, along with shareholding in the Company, as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

None of the Directors of your Company are disqualified under the provisions of Section 164 (1) and (2) of the Companies Act, 2013 and a certificate dated May 22, 2026 received from M/s. Ranjeet Pandey & Associates, the Secretarial Auditor of the Company, certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Companies by SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

Changes in Share Capital

During the year under review, there was no change in the Share Capital of the Company.

Employees Stock Option Scheme

Based upon the recommendation of Nomination, Remuneration & Compensation Committee and Board of Directors of the Company, the approval of members of the Company was received by way of remote e-voting postal ballot process on May 21, 2023 for introduction and implementation of Greenlam Employees Stock Option Scheme, 2023 ("ESOS 2023") as well as to create, offer, issue and allot Employee Stock Options ("ESOPs") from time to time in one or more tranches, to the eligible employees, for the benefit of the Employees of the Company and its subsidiary company(ies).

The Company had received in-principle approvals from Stock Exchanges for listing of upto a maximum of 6,34,963 Equity shares of HI/- each to be allotted

pursuant to ESOS 2023. The Company has not made any grant of ESOPs till date and accordingly w.r.t disclosure required under rule 12(9) of Companies (Share Capital and Debenture Rules), 2014 is not being provided.

The details of Employee Stock Options pursuant to Section 62 of the Act read with Rules made thereunder and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) are annexed as "Annexure II"

During the year there were no options granted to the eligible employees under ESOS 2023. Certificate from the Secretarial Auditors of the Company, confirming that the schemes have been implemented/ or being implemented in accordance with the said SEBI SBEB Regulations, would be placed at the ensuing AGM of the company for inspection by the members.

Debenture

During the financial year under review, the Company has neither issued any debentures nor has any outstanding debentures.

Meetings of the Board

The Board of Directors of the Company met 4 (four) times during the FY 2025-26. The details of the Board Meetings with regard to their dates and attendance of each of the Directors there at have been provided in the Corporate Governance Report.

Further, one resolution was passed by the Board of Directors of the Company through resolution by circulation on February 09, 2026 in compliance with the provisions of Section 175 and other applicable provisions of the Companies Act, 2013.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their

meeting held on January 24, 2026 have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board. The Nomination, Remuneration & Compensation Committee ("NRC") has also carried out evaluation of performance of every Director of the Company in their meeting held on January 29, 2026. On the basis of evaluation made by the Independent Directors and NRC and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board at its meeting held on January 29, 2026.

The criteria for evaluation is outlined below:

a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, role and functions

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Rendering independent and unbiased opinion and judgements

- Attendance and active participation in meetings of Board and Committees of the Board and Members of the Company

- Assistance in implementing corporate governance practices

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Study of 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 & Non-Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Professional Conduct and Integrity

- Sharing of Information with the Board

- Attendance and active participation in the Board and Committee of the Board and Meetings of Members of the Company

- Whether difference of opinion was voiced in the meeting

- Whether Executive Directors were able to answer the queries raised by Independent Directors

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Assistance in formulation of statutory and non-statutory policies for the Company

- Ensures implementation of decisions of the Board

- Ensures compliance with applicable legal and regulatory requirements

- Alignment of Company's resources and budgets to the implementation of the organization's strategic plan

- Creativity and innovations 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

- Volume of business handled by the committee 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 their interaction with the Board

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

- Attendance and active participation of each member in the meetings

- Review of the action taken reports and follows up thereon

d. For Board of Directors as a whole:

- Setting of clear performance objectives and how well it has performed against them

- Contribution to the testing and

development and strategy

- Contribution towards ensuring robust and effective risk management

- Composition of the board and its

committees appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

- Effectiveness of inside and outside

Board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its

Committees and between committees themselves

- Communication with employees and others

- Updation with latest developments in regulatory environments and the market in which the Company operates

- Role and functioning of the Board on the matters pertaining to financial reporting and internal controls

- Contribution of the Board for ensuring that the Company adheres to the statutory and regulatory compliances as applicable to the Company

The Directors expressed their satisfaction with the evaluation process.

Audit Committee

As on March 31, 2026, the Audit Committee of the Company comprised of four Independent Directors with Mr. Yogesh Kapur as Chairman and Mr. Sandip Das, Mr. Rahul Chhabra and Ms. Matangi Gowrishankar as members; one Non Executive Non Independent Director Mr. Jalaj Ashwin Dani and one promoter Director Mr. Saurabh Mittal, Managing Director & CEO of the Company as a member. During the year under review there was no change in composition of the Audit Committee. The Committee, inter alia, reviews the Financial Statements before they are placed before the Board, the Internal Control System and reports of Internal Auditors and compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Nomination, Remuneration & Compensation Committee

As on March 31,2026, the Nomination, Remuneration & Compensation Committee ("NRC") comprised of three Independent Directors—Mr. Sandip Das (Chairman), Ms. Matangi Gowrishankar, and Mr. Yogesh Kapur— and one Non-Executive, Non-Independent Director, Mr. Jalaj Ashwin Dani as members. During the year under review there was no change in composition of the Nomination, Remuneration & Compensation Committee. The NRC inter alia, identifies persons who are qualified to become directors and who may be appointed in senior management. The brief terms of reference of the NRC Committee and the details of the NRC meetings are provided in the Corporate Governance Report.

Stakeholders' Relationship Committee

As on March 31,2026, the Stakeholders' Relationship Committee ("SRC") comprises of three directors, Mr. Rahul Chhabra, Independent Director as Chairman, Mr. Yogesh Kapur, Independent Director and Mr. Saurabh Mittal, Managing Director & CEO of the Company as members. During the year under review there was no change in composition of the

Stakeholder Relationship Committee. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Risk Management & ESG Committee

As on March 31, 2026, the Risk Management & ESG Committee ('RMEC') comprises of one Non-executive Non Independent Director- Mr. Jalaj Ashwin Dani as Chairman, two Executive Directors Mr. Saurabh Mittal, Managing Director & CEO and Ms. Parul Mittal, Whole time Director of the Company as Members, two Independent Directors Mr. Sandip Das and Mr. Yogesh Kapur as Members, Mr. Ashok Kumar Sharma, Chief Financial Officer as Member, Mr. BL Sharma, President - Manufacturing Excellence as Member and Mr. Devendra Gupta, Senior Vice President - Purchase as Member.

During the financial year, the nomenclature of the Committee was changed from Risk Management to Risk Management & ESG Committee with effect from May 30, 2025. Further, the said Committee was reconstituted wherein Mr. Jalaj Ashwin Dhani, Non-Executive and Non Independent Director was appointed as Chairman of the Committee (in place of Mr. Saurabh Mittal, Managing Director and CEO of the Company) with effect from August 07, 2025. Mr. Mohit Gupta, Assistant Vice President - Internal Audit and Risk Management was appointed as Internal Auditor and Chief Risk Officer of the Company with effect from January 30, 2026 (in place of Mr. Vijay Kumar, an existing Internal Auditor and Chief Risk Officer) to liaise between the risk owners and the Risk Management & ESG Committee. Following the above reconstitution, there has been no change in the composition of the Committee.

The Committee, inter alia, identifies and monitors the key risk elements associated with business of the Company. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Corporate Social Responsibility Committee

As on March 31, 2026, the Corporate Social Responsibility Committee (CSR Committee)

comprises of three Independent Directors viz. Ms. Matangi Gowrishankar as Chairperson and Mr. Sandip Das and Mr. Rahul Chhabra as members and one Executive Director viz. Ms. Parul Mittal, Whole time Director of the Company as member. During the year under review there was no change in composition of the CSR. The brief terms of reference of the CSR Committee and the details of the CSR Committee meetings are provided in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a 'Whistle Blower Policy' to establish Vigil Mechanism for directors and employees to report genuine concerns. The policy is revised from time to time to align it with applicable regulations or organisations suitability. The latest policy is available on the website of the Company and the web link of the same is provided in the Corporate Governance Report. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrongdoing within the Company. The Company ensures that no personnel have been denied access to the Chairperson of the Audit Committee.

Risk Management

The Company has put in place a risk management policy in order to, inter alia, ensure the proper risk identification, evaluation, assessment, prioritization, treatment, mitigation and monitoring. Further, the risk management policy also provides a demarcation of the role of the Board of Directors, Audit Committee and Risk Management & ESG Committee for the purpose of effective Risk Management.

The Company follows a practice of identification of various risks pertaining to different businesses and functions of the Company through Independent Agency from time to time.

Major risk elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis.

The Audit Committee and Risk Management & ESG Committee under the supervision of the Board, periodically review and monitor the steps taken by the Company to mitigate the identified risk elements.

Statement in respect of adequacy of Internal Financial Controls with Reference to the Financial Statements

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

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

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements and to maintain accountability for aspects and the timely preparation of reliable financial information.

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

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

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

Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link https://www.greenlamindustries. com/wp-content/uploads/2026/04/Corporate-Social-Responsibility-Policy.pdf

The Average Net Profits of the Company for the last three financial years was H1,64,02,74,221/- and accordingly the prescribed CSR expenditure during the financial year 2025-26 was H3,28,05,484 /- (i.e. 2% of the average net profits). The Company has spent a total of H3,30,00,000 (including H18,36,945 which was excess spent towards CSR Obligation of financial year 2024-25). The Company has spent H1,94,516/-more than the prescribed CSR expenditure, which will be available for set-off in the succeeding three financial years.

Pursuant to Rule 9 of the CSR Rules, the composition of the CSR Committee and CSR Policy and Projects approved by the Board are available on the website of the Company at www.greenlamindustries.com.

The Annual Report on CSR activities is annexed as "Annexure-III" to this Report.

Policy on Nomination and Remuneration

The summary of Policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 and also read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report. The Remuneration Policy is approved by the Board of Directors and is uploaded on the website of the Company. The web link to the Remuneration Policy is as under: https://www.greenlamindustries.com/ investors/governance-compliance/company-policy/

Particulars of contracts or arrangements with related parties

The related party transactions that were entered into during the financial year 2025-26, 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 arrangement / transaction with related parties which could be considered as material in accordance with Section 188 (1) of the Companies Act, 2013 read with rule 15 of Companies (Meeting of Board and its Power) Rules 2014. 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 is annexed herewith as "Annexure-IV". There are no materially significant related party transactions entered into by the Company which may have potential conflict with the interest of the Company. The Board has approved a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions which has been uploaded on the Company's website. The web-link to Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: https://www.greenlamindustries.com/wp-content/ uploads/2026/04/Policy-on-Materiality-of-Related-Party-Transactions-and-on-Dealing-with-Related-Party-Transactions.pdf

Directors' Responsibility Statement

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

a) In preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such Accounting Policies as listed in the Financial Statements and

applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2026 and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) 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.

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act, 2013, the maintenance of Cost Records as specified by the Central Government is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

Material Changes

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31,2026 and to the date of this report and it is hereby confirmed that there has been no change in the nature of business of the Company.

Insurance

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

Public deposits

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013.

Listing of Shares

The Equity Shares of the Company are listed on BSE Limited ('BSE') with scrip code No. 538979 and on National Stock Exchange of India Limited ('NSE') with scrip symbol GREENLAM. The Company confirms that the annual listing fees to the concerned stock exchange(s) for the financial year 2026-27 has been duly paid.

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

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements of the Company forming part of this Annual Report.

Auditors and their Report

(a) Statutory Auditors:

As per provisions of Section 139 of the Companies Act, 2013, the shareholders of the Company at the 11^th Annual General Meeting (AGM) held on July 31, 2024, approved the re-appointment of M/s. S.S. Kothari Mehta & Company LLP, Chartered Accountants (ICAI Firm Registration No. 000756N/ N500441) as the Statutory Auditors of the Company for a second term of 5 years from the conclusion of 11^th AGM held in year 2024 till the conclusion of 16^th AGM to be held in year 2030.

M/s. S.S. Kothari Mehta & Company LLP have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the independence criteria in terms of the applicable provisions of the Companies Act.

The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 forms part of this Annual report.

The Auditors' Report is self- explanatory and does not contain any qualification, reservation, adverse remark or disclaimer. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board.

(b) Secretarial Auditors:

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular number SEBI/ HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated December 31, 2024 and other applicable laws, the shareholders of the Company at the 12^th Annual General Meeting (AGM) held on July 31, 2025, approved the appointment of M/s. Ranjeet Pandey & Associates, Company Secretaries, New Delhi (Membership No.5922, CP No.-6087), a peer reviewed firm, as a Secretarial

Auditors' for a term of 5 (Five) consecutive years commencing from the financial year 2025-26 to conduct the Secretarial Audit including issuance of certificates regarding Annual Secretarial Compliance Report.

The Secretarial Audit Report for the financial year ended March 31, 2026 given by Secretarial Auditors is annexed to this Report as "Annexure-V".

The Secretarial Audit Report is self- explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

(c) Cost Auditors:

Your Company was not required to appoint the Cost Auditor for the financial year ended March 31, 2026.

(d) Internal Auditor:

The Company has an in-house Internal Audit function. During the year under review, based on the recommendation of the relevant Committees, Mr. Mohit Gupta, Assistant Vice President - Internal Audit and Risk Management was appointed as Internal Auditor and Chief Risk Officer of the Company w.e.f. January 30, 2026 in place of Mr. Vijay Kumar, an existing Internal Auditor and Chief Risk Officer of the Company.

The Audit Committee quarterly reviews the Internal Audit reports.

Annual Return

The Annual Return of the Company is available on the Company's website and can be accessed at www. greenlamindustries.com.

Corporate Governance Report

A detailed Report on Corporate Governance for the financial year 2025-26, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and an Auditors' Certificate 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 2025-26, 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social, governance and sustainability perspective is attached 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. The Managing Director & CEO and the Chief Financial Officer of the Company also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Code of Conduct for Directors and Senior Management Personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company's website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned have affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2026. The declaration is annexed to the Corporate Governance Report.

Disclosure regarding compliance of applicable Secretarial Standards

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

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 herewith as "Annexure-VI".

Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-VII"

Fraud Reporting

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

Constitution of Internal Complaints Committee

Pursuant to the requirement under 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 Anti-Sexual Harassment Policy which is posted on the website of the Company under the link https://www.greenlamindustries.com/investors/ governance-compliance/company-policy/

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

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

Disclosure under Maternity Benefits Act, 1961

The Company confirms that it has complied with the provisions relating to maternity benefit as prescribed under the Maternity Benefit Act, 1961.

Details of significant and material orders passed by the regulators/courts/ tribunals impacting the going concern status and the Company's operations in future

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Company's operations in future.

Other Disclosures:

There were no transactions on the following matters during the year under review and hence no reporting or disclosure is required:

Ý Issue of shares with differential voting rights and sweat equity shares;

Ý Any application made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016;

Ý Any instance of one-time settlement with any Bank or Financial Institution.

Acknowledgement

The Board gratefully acknowledge the continued support and cooperation received from financial institutions, vendors, clients, investors, the Central and State Governments and various regulatory

authorities. The Directors also place on record their deep appreciation for the commitment, dedication, and contribution of the Company's employees, which have been instrumental to the Company's sustainable progress.