DIRECTORS' REPORT

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

Financial Highlights

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

Result of Operations and the State of the
Company’s Affairs

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

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

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

Export Performance

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

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

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

Market Leadership and Strategic Focus

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

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

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

Subsidiary and Joint Venture

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

Change(s) in the Nature of Business

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

Credit Rating

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

Dividend

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

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

Transfer to Reserves

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

Share Capital

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

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

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

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

Directors and Key Managerial Personnel

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

Induction, Re-appointment, Retirements and
Resignations

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

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

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

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

Independent Directors

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

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

Meetings of the Board of Directors

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

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

Performance Evaluation

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

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

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

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

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

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

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

Familiarisation Programme

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

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

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

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

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

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

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

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

(ii) Maintenance of Cost Records:

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

(iii) Secretarial Auditor:

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

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

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

(iv) Internal Auditor:

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

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

Audit Committee

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

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

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

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

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

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

Nomination and Remuneration Committee
and Board Diversity

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

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

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

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

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

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

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

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

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

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

Stakeholders Relationship Committee

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

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

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

Risk Management Committee

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

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

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

Risk Management Policy

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

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

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

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

Vigil Mechanism

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

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

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

Annual Return

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

Material Changes and Commitments

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

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

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

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

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

Internal Financial Controls

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

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

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

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

Corporate Social Responsibility

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

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

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

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

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

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

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

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

Insurance

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

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

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

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

Deposits

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

Particulars of Contract or Arrangements
with the Related Parties

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

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

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

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

Corporate Governance Report

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

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

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

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

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

Management Discussion and Analysis
Report

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

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

Business Responsibility and Sustainability
Report

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

CEO and CFO Certification

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

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

Code of Conduct for Directors and Senior
Management Personnel

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

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

Compliance with Secretarial Standards

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

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings andOutgo

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

Directors’ Responsibility Statement

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

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

• The directors have selected such accounting policies,
applied them consistently, and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the loss
of the Company for that period.

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

• 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

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

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

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

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

Greenpanel.pdf

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

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

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

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

Maternity Benefit Act 1961

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

Particulars of Employees

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

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

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

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

One-Time Settlement

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

Unpaid Dividend Account

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

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

Acknowledgements

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

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

For and on behalf of the Board of Directors

Shiv Prakash Mittal

Whole-time Director &
Place: Gurugram Executive Chairman

Date: May 15, 2026 DIN: 00237242