DIRECTORS' REPORT

Your Directors are pleased to present the 69^th (Sixty Ninth) Annual Report of Duroply Industries Limited along with the Audited Financial
Statements for the financial year ended March 31,2026.

FINANCIAL HIGHLIGHTS (h in lakhs)

STATE OF COMPANY'S AFFAIRS

During the year under review, the Company has achieved a
turnover of H402.67 Crore as against H371 .79 Crore in the
preceding financial year, an increase of 8.31%. Profit before Tax
is H6.96 Crore as against H6.86 Crores in the preceding year.
Profit after Tax is H2.94 Crore as against H7.77 Crore in the
preceding year.

DIVIDEND

During the year under review, the Directors regret their inability
to recommend any dividend for the financial year ended March
31,2026.

TRANSFER TO RESERVES

The Reserves and Surplus of your Company has increased to
H141.42 Crore in the year 2025-26 as compared to H123.68
Crore in the year 2024-25. No amount has been proposed to be
transferred to the General Reserve for the financial year ended
March 31,2026.

SHARE CAPITAL

As on March 31 , 2026 the paid-up capital of the Company
was H10.85 Crore comprising of 1,08,48,298 equity shares of
H10 each.

Conversion of share warrants into equity shares of
the Company

The Company had issued 9,85,220 Convertible Warrants of face
value of H10/- each on a preferential basis to the Non-Promoter
Public Category of shareholders in financial year 2023-24.
These warrants, pending for conversion into equity shares, were

converted into equity shares of face value of H10/- each at a
premium of H193/- each on September 25, 2025.

Further, the funds raised through the preferential issue of equity
shares & share warrants in 2024 have been utilized for the stated
purposes i.e. working capital requirements and general corporate
purposes. There is no deviation in the use of the proceeds.

CHANGES IN THE NATURE OF BUSINESS

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

BORROWINGS

The total borrowings stood at H64.85 Crore as at March 31,
2026 as against H52.11 Crore as on March 31, 2025, i.e. an
increase of H12.74 Crore.

DEPOSITS

The Company has not accepted any deposits from public during
the year and as such, there is no outstanding deposit in terms of
Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the importance of being a socially
responsible corporate entity and is committed to contributing to
the welfare of society. The Corporate Social Responsibility (CSR)
Policy of the Company is available on its website at www.duroply.
in.

The Company has constituted a CSR Committee in compliance
with the provisions of Section 135 of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 201 5. The Committee comprises of Mr. Sudeep
Chitlangia as Chairman, and Mr. Akhilesh Chitlangia and
Mr. Kulvin Suri as Members.

The Company made a total CSR expenditure amounting to H25
Lakh during the FY 2025-26. The details of said expenditure
are given in Annual Report on CSR Activities, attached herewith
as "Annexure-1" in the form prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

As required under Regulation 34(2) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred as the
"Listing Regulations"), the Management Discussion and Analysis
Report is attached herewith as "Annexure-2".

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Retirement by Rotation

Mr. Akhilesh Chitlangia (DIN:03120474), Managing Director &
CEO of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re¬
appointment in accordance with the provisions of Section 152(6)
and other applicable provisions of the Companies Act, 2013.

Key Managerial Personnel

Mr. Vijay Kumar Yadav has been appointed as the CFO of the
Company with effect from 13^th May, 2025.

In terms of Section 2(51) and Section 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the key managerial
personnel of the Company are as follows :

O Mr. Sudeep Chitlangia, Chairman
O Mr. Akhilesh Chitlangia, Managing Director & CEO
O Ms. Komal Dhruv, Company Secretary
O Mr. Vijay Kumar Yadav, CFO

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each of the
Independent Directors under Section 149(7) of the Companies
Act, 201 3 that, they meet the criteria of independence laid down
in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations.

The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience and
expertise in the fields of finance, people management, strategy,
auditing, tax and risk advisory services, banking, financial
services, investments; and they hold highest standards of integrity.

The Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs, ('IICA')
as required under Rule 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014.

BOARD MEETINGS

During the year under review, four Board Meetings were
convened and held. The details of which are given in Corporate
Governance Report forming part of this Report. The provisions
of the Companies Act, 2013 and the Listing Regulations were
adhered to while considering the time gap between two meetings.

ANNUAL EVALUATION OF BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board, in consultation with its Nomination and
Remuneration Committee, has formulated a framework containing,
inter-alia, the criteria for annual performance evaluation process
of Board, Committees and individual Directors.

The annual performance evaluation of the Board, its Committees
and individual Directors has been carried out for the financial
year 2025-26 in accordance with the aforesaid framework. Each
member of the Board participated in the evaluation process by
providing feedback through structured questionnaires.

The evaluation process reflected a positive outcome, with the
Board identifying key areas of focus for enhancing its effectiveness
and the quality of deliberations at its meetings.

MANAGERIAL REMUNERATION

The information required pursuant to Section 197(12) read with
Rule 5(1 ) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of managerial
personnel and employees of the company are attached herewith
as "Annexure-3".

The details of employee remuneration as required under provisions
of Section 197(12) of the Companies Act, 2013 read with Rule
5(2) & 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are available on the website
of the Company and can be accessed at www.duroply.in.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE
COMPANIES

As on March 31,2026 the company is not having any associate,
subsidiary or joint venture.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions that were entered into during the
financial year under review were at arm's length basis and
were in the ordinary course of business. There are no materially
significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with
the interest of the Company at large. Accordingly, there is no
transaction to be reported in Form AOC-2.

All related party transactions are placed before the Audit Committee
for approval. The detail of the policy on Related Party Transactions

as approved by the Board of Directors and Audit Committee is
available on the Company's website www.duroply.in.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower
Policy to deal with unethical behavior and to provide a framework
to promote responsible and secured reporting of undesired
activities. The Vigil Mechanism/ Whistle Blower Policy is available
on the website of the Company at www.duroply.in. During the
year, no case was reported under this policy.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered under
Section 186 of the Companies Act, 2013, are given in the notes
to the financial statements.

NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Committee reviews and
recommends to the Board of Directors about remuneration for
Directors, Key Managerial Personnel, Senior Management and
other employees. The Company does not pay any remuneration
to the Non-Executive Directors of the Company other than sitting
fee for attending the Meetings of the Board of Directors and
Committees of the Board. Remuneration to Executive Directors is
governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration
Policy for the appointment, re-appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management
Personnel. All the appointment, re-appointment and remuneration
of Directors, Key Managerial Personnel and Senior Management
Personnel are as per the Nomination and Remuneration Policy of
the company. The policy is available on the Company's website
www.duroply.in and is enclosed herewith as "Annexure—4".

RISK MANAGEMENT POLICY

The Company has a defined risk management framework
to identify, assess, monitor and mitigate risks involved in its
business. The Company understands that risk evaluation and
risk mitigation is an ongoing process within the organization
and is fully committed to identify and mitigate the risks in the
business. The Company has formulated and implemented a
risk management policy in accordance with Listing Regulations,
to identify and monitor business risk and assist in measures to
control and mitigate such risks.

In accordance with the policy, the risk associated with the
Company's business is always reviewed by the management team
and placed before the Audit Committee. The Audit Committee
reviews these risks on periodical basis and ensures that mitigation
plans are in place. The Board is briefed about the identified risks
and mitigation plans undertaken.

The risk management policy as approved by the Board of
Directors is available on the Company's website www.duroply.in.

INTERNAL FINANCIAL CONTROL

The Company has adequate internal control procedures
commensurate with its size and nature of business. The objective
of these procedures is to ensure efficient use and protection of the
Company's resources, accuracy in financial reporting and due
compliance of statutes and corporate policies and procedures.
The Internal Financial Control (IFC) system ensures recording
and providing reliable financial and operational information,
compliance with applicable laws, executing transactions with
proper authorization and compliance with corporate policies.

The Board of Directors of the Company is responsible for
ensuring that Internal Financial Controls have been laid down
by the Company and that such controls are adequate and
operating effectively.

Necessary certification by the Statutory Auditors in relation to
Internal Financial Control u/s 143(3) (i) of the Companies Act,
2013 forms part of the Audit Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the
Companies Act, 2013, with respect to Directors' Responsibility
Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the year ended
March 31,2026, the applicable accounting standards have
been followed along with proper explanation relating to
material departures, if any;

(ii) That the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at
March 31,2026 and of the profit/loss of the Company for
the year on that date;

(iii) That 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 for
preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the year
ended March 31,2026 on a 'going concern' basis.

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

(vi) That the Directors incorporated proper systems to ensure
compliance with the provisions of all applicable laws was in
place and were adequate and operating effectively.

CORPORATE GOVERNANCE

The Corporate Governance Report giving the details as required
under the Listing Regulations is given separately as "Annexure-5"
and a Certificate on Corporate Governance compliance for
the financial year ended on March 31, 2026 issued by CA
Vivek Agarwal, partner of M/s S K Agrawal and Co Chartered

Accountants LLP, Chartered Accountants, Statutory Auditors of the
Company, is also attached herewith as "Annexure-6".

Certificate pursuant to Regulation 17(8) of the Listing Regulations
is attached herewith as "Annexure-7".

COMMITTEES OF BOARD OF DIRECTORS

The Board has seven Committees out of which three have been
mandatorily constituted in compliance with the requirements of
Companies Act, 2013 and the Listing Regulations while four
non-mandatory Committees have been constituted to assist it in
the management of the day-to-day affairs of the Company and
to increase the efficacy of governance. The Board has adopted
charters setting forth the roles and responsibilities of each of the
Committees. The Board has constituted following Committees
to deal with matters and to monitor activities falling within their
respective terms of reference:

O Audit Committee

O Nomination and Remuneration Committee
O Stakeholders Relationship Committee
O Investor Committee
O F inance Committee
O Allotment Committee
O CSR Committee

Details of composition of the above Committees, their terms of
reference, number of meetings held during the year, attendance
therein and other related aspects are provided in the Corporate
Governance Report forming part of the Annual Report. There
has been no instance where the Board has not accepted the
recommendations of its Committees.

AUDITORS
STATUTORY AUDITORS

The Shareholders of the Company at their 65^th Annual General
Meeting held on September 28, 2022, approved appointment of
M/s. S K Agrawal and Co Chartered Accountants LLP, Chartered
Accountants, (Firm Registration No. 306033E/E300272) as the
Statutory Auditors of the Company to hold office for a further
term of 5 (five) consecutive years i.e. from the conclusion of the
65^th Annual General Meeting, until the conclusion of the 70^th
Annual General Meeting to be held in Financial Year 2027.

The report of the Statutory Auditor forms part of the Annual Report
2025-26. The said report does not contain any qualification,
reservation, adverse remark or disclaimer. During the year under
review, the Auditors did not report any matter of fraud under
Section 143(12) of the Companies Act, 2013, therefore no
detail is required to be disclosed under Section 134(3)(ca) of the
Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act,
2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, Mr. Sumantra Sinha,
Practicing Company Secretary (ACS: 11247), has been
appointed as the Secretarial Auditor of the company for a period

of five consecutive financial years commencing from FY 2025-26
till FY 2029-30.

The Secretarial Audit report for the financial year ended March
31,2026 is attached herewith as "Annexure-8". The said report
does not contain any reservation, qualification or adverse remark.

COST AUDITORS

Maintenance of Cost Records and the requirement of Cost Audit
is not applicable for the business carried out by the Company.

INTERNAL AUDITORS

M/s G.P. Agrawal & Co., Chartered Accountants, were appointed
as the Internal Auditors of the Company for the financial year
2025-26 and have completed the internal audit assignments for
the said year.

Based on the recommendation of the Audit Committee, the
Board of Directors has approved the appointment of JMNR &
Associates LLP as the Internal Auditors of the Company for the
financial year 2026-27 to conduct and oversee the internal audit
of the Company's activities.

INVESTOR EDUCATION & PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 is
not applicable for the Company as no dividend was declared in
the last financial year.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the BSE Limited.
The Company confirms that the annual listing fees has been paid
to the BSE Limited upto the financial year 2026-27.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as
required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in "Annexure-9" attached herewith.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section
134(3) (a) of the Companies Act, 2013, the Annual Return as
on March 31,2026 is available at the web link: www.duroply.in.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF
THE REPORT

There were no material changes and commitment affecting the
financial position of the Company since the close of the financial
year i.e. March 31,2026 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There were no significant and material order passed by the
Regulators/Courts which would impact the going concern status
of the Company and its future operations.

PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE 2016

There are no proceedings, either filed by the Company or against
the Company, pending under the Insolvency and Bankruptcy
Code, 201 6 as amended, before the National Company Law
Tribunal or other Courts as on 31^st March, 2026.

SETTLEMENTS WITH BANKS OR FINANCIAL
INSTITUTIONS

During the year under review, no settlements were made by the
Company with any Banks or Financial Institutions.

COMPLIANCE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013

The Company provides a safe and conducive work environment
to its employees and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the rules framed thereunder.

Internal Complaints Committees have been constituted to enquire
into complaints and to recommend appropriate action, wherever
required in compliance with the provisions of the said Act.

During the year under review, no complaint was reported to
the Committee. There is no complaint lying unresolved as on
31.03.2026.

COMPLIANCE UNDER THE MATERNITY BENEFIT
ACT, 1961

During the year under review, your Company has duly complied
with all applicable provisions of the Maternity Benefits Act,
1961, ensuring that eligible female employees are granted the
statutory entitlements related to maternity leave, benefits, and
workplace support.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, your Company has complied with
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

ISO CERTIFICATION

The Company's factory at Rajkot, Gujarat have been certified ISO
14001:2015 for Environmental Management Systems Standards.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the dealers,
agents, suppliers, investors and bankers for their continued
support, co-operation and their valuable guidance to the
Company and for their trust reposed in the Company's
management. Your Directors also place on record their sincere
appreciation to employees at all levels for their hard work,
dedication and continuous contribution to the Company.

Registered Office: For and on behalf of the Board

9, Parsee Church Street,

Kolkata - 700001

AKHILESH CHITLANGIA SUPARNA CHAKRABORTTI

Date: May 21,2026 Managing Director & CEO Director

Place: Kolkata (DIN: 03120474) (DIN: 07090308)