Archidply Decor Ltd Directors Report

TO THE MEMBERS OF ARCHIDPLY DECOR LIMITED

Your Directors are pleased to present the Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31^st March 2026.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under:

Particulars	Year ended 31.03.26	Year ended 31.03.25
Revenue from Operations	4633.23	5,248.15
Other Income	145.50	123.89
Total Income	4778.73	5,372.04
Profit Before Financial expenses & Depreciation & Tax & Exceptional item	345.67	418.25
Less: Depreciation & Amortization Expenses	151.59	184.58
Less: Finance Costs	179.26	221.74
Less: Exceptional Item ( Impact of Labour Code)	15.97	-
Profit before tax	(1.15)	11.93
Taxation	(1.35)	6.28
Profit after tax	0.20	5.65
Other Comprehensive Income	6.34	(4.00)
Total Comprehensive Income net of taxes	6.54	1.65

OPERATIONAL REVIEW:

The highlights of the Companys standalone performance are as under:

•The Total Income of the Company during the year under review decreased by 11.04% from Rs. 5372.04 lakhs to Rs. 4778.73lakhs.

• The Profit before Depreciation, Interest & Tax (PBDIT) decreased by 17.35% from Rs. 418.25 Lakh in the previous year to Rs. 345.67 Lakh.

• There has been increase in the total comprehensive Income in the Company as compared to profit in the previous year of Rs. 1.65 Lakhs to profit of Rs. 6.54 lakhs in current financial year.

DIVIDEND:

There being no sufficient profits during the year, keeping in view to further improve the capacity utilization and consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2026 was ^ 5,56,62,500. The Company has not issued shares with different al votng rights nor granted stock optons nor sweat equity during the year.

The equity shares of the Company are listed on BSE Limited and Natonal Stock Exchange of India Limited.

FINANCE:

Cash and cash equivalents and bank balances as at March 31, 2026 was ^ 39.05 lakhs. The company contnues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through contnuous monitoring.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans or guarantees falling within the purview of Secton 186 of the Companies Act, 2013. Details of investments, including those not covered under Secton 186, are disclosed in the Notes to the Financial Statements.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year, there has been no change in the business of the company or in the nature of business carried by the Company during the financial year under review.

MATERIAL CHANGE AND COMMITMENT

There have been no material changes and commitments affectng the financial positon of the Company between the close of the year tll the date of this report.

As such there is no significant and material order by the regulator/court/tribunal/ impact ng the going concern status and the Company operaton in future.

CREDIT RATING

There is no credit rat ng of the Company done during the financial year 2025-26.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has in-house Internal Auditor. To maintain its objectivity and independence, the Internal Auditor functon reports to the Chairman of the Audit Committee of the Board & Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operatng systems, accountng procedures and policies at all locatons of the Company. Based on the report of internal audit functon, process owners undertake correctve acton in their respectve areas and thereby strengthen the controls. Significant audit observatons and recommendatons along with correctve actons thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relatng to conservaton of energy, technology absorpton, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure "A" to this Report.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relatonship with workers and employees at all levels.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITY

The provisions of Secton 135 of the Companies Act, 2013 relatng to Corporate Social Responsibility are not applicable to the Company, as the Company does not satsfy any of the prescribed thresholds under Secton 135(1) of the Act.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no applicaton was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DIRECTORS & KEY MANAGERIAL PERSON:

Director liable to Retre by Rotaton

Pursuant to Secton 152 and other applicable provisions of the Act, read with the Artcles of Associaton of the Company, one-third of the Directors, as are liable to retre by rotaton, shall retre every year and, if eligible, may offer themselves for reappointment at every AGM. Accordingly, one of the Directors, other than an Independent Director, would be liable to retre by rotaton at the ensuing AGM.

Mr. Rajiv Daga (DIN: 01412917),Non- executve Non- Independent Director of the company, will retre by rotaton at the ensuing Annual General Meetng and being eligible offers himself for reappointment.

Chairmanship / Membership of Board Committees etc. are provided in the Notice to Members and report on Corporate Governance forming part of this Annual Report.

During the year under review, the Non-Executve Directors of the Company had no pecuniary relat onship or transactons with the Company, other than siffing fees and reimbursement of expenses incurred by them for the purpose of attending meet ngs of the Board/Committee of the Company.

None of the Directors of your Company is disqualified as per provisions of Secton 164 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act and SEBI (LODR) Regulaton 2015. The Certficate of the CS in practce for the same is attached to the report as Annexure B.

All independent directors have given declarat ons that they meet the criteria of independence as laid down under secton 149(6) of the Companies Act, 2013 and as per the requirement of SEBI (LODR) Regulaton 2015.

Pursuant to the provisions of Secton 203 of the Act, the Key Managerial Personnel Directors Report to the Members of the Company as on March 31, 2026 are Mr. Shyam Daga, Managing Director & CEO; Mr. Raju Ram Prajapat, Chief Financial Officer and Mr. Siva Kiran Mavoori, Company Secretary & Compliance Officer. There was no change in the Directors and Key Managerial Personnel of the Company during the financial year under review

CORPORATE GOVERNANCE REPORT:

Our corporate governance report for FY 2025-26 forms part of this Annual Report. The requisite certficate from the auditors of the Company confirming compliance with the condit ons of corporate governance as stpulated under SEBI LODR is annexed to the corporate governance report.

BOARD EVALUATION

The Company has laid down a process for evaluaton of the Board and Committees of Board as also evaluaton of the performance of each of the Directors. The evaluaton is conducted and monitored by the Chairperson, Nominat on & Remunerat on Committee (NRC) in consultat on with the members of the committee. Each of the Directors are given a self-assessment Questonnaire, covering degree of fulfillment of their responsibility, Board structure and composit on, Responsibility of Committee, effectveness of the Board process, informaton and functoning, Board culture and dynamics, quality of relatonship between the Board and Management etc.

The evaluat on process inter alia considers attendance of Directors at Board and committee meet ngs, acquaintance with business, communicatng inter se board members, effectve partcipaton, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is incompliance with applicable laws, regulatons and guidelines.

MEETINGS

The board met four times during the financial year, the details of which are given in the corporate governance report. The maximum interval between any two meet ngs did not exceed 120 days, as prescribed in the Companies Act, 2013.

FAMILIARISATION PROGRAMME

The details of the familiarization programme undertaken have been provided in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by Management in concurrence with the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effectve during the financial year 2025-26

In Compliance with sect on 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

(a) In the preparaton of the annual accounts, the applicable account ng standards had been followed along with proper explanaton relatng to material departures;

(b) The directors had selected such accountng policies and applied them consistently and made judgments and est mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accountng records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevent ng and detect ng fraud and other irregularit es;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operatng effectvely.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operatng effectvely.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactons that were entered during the financial year were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listng Regulatons. There were no materially significant Related Party Transactons made by the Company during the year that required shareholders approval under Regulaton 23 of the Listng Regulatons. None of the transactons entered with related partes falls under the scope of Sect on 188(1) of the Act. Details of transactons with related partes as required under Sect on 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure C in Form AOC-2 and forms part of this Report.

There are no materially significant related party transactons that may have potental conflict with interest of the Company at large.

The Company has formulated and adopted a policy on dealing with related party transactons, in line with Regulaton 23 of the Listng Regulatons, which is available on the website of the Company at www.archidplydecor.com. As a part of the mandate under the Listng Regulatons and the terms of

reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties.

SUBSIDIARY COMPANIES

The Company has no subsidiary company. Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at www.archidplydecor.com .

CODE OF CONDUCT:

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM

Your Company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Companys Code of Conduct. To this effect, the Board has adopted a Whistle Blower Policy, which is overseen by the Audit Committee. The policy provides safeguards against victimization of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review. . The Whistle Blower Policy of your Company is posted on the website of the Company www.archidplydecor.com

STATUTORY AUDITORS

At the 6^th Annual General Meeting held on 30^th September, 2023, M/s GRV& PK & Co., Chartered Accountants (ICAI Firm Reg. No. 008099s), were appointed as the Statutory Auditors of the Company for a period of 5 years up to the conclusion of 11th Annual General Meeting to be held in 2028. In terms of the provisions of Section 139 (1) of the Companies Act, 2013. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

STATUTORY AUDITORS REPORT

The Auditors Report to the Shareholder does not contain any reservation, Qualification or adverse remark. The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

SECRETARIAL AUDIT REPORT

The Board appointed Mr. Rajneesh Sharma Practicing Company Secretary, to conduct Secretarial Audit for the FY 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure D to this Report.

The observation made in the Secretarial Auditors Report are self-explanatory and hence do not call for any further comments.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations CS Rajneesh Sharma, Practicing Company Secretary (C. P. No. 24210); (Peer reviewed certificate no. 5544/2024) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029-30. CS Rajneesh Sharma, Practicing Company Secretary has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), and Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India.

BUSINESS RISK MANAGEMENT

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria of the Company has been entrusted with the responsibility to assist the Board in

(A) Overseeing and approving the Companys enterprise wide risk management framework; and

(b) Overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report(Annexure E). Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.

EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARASSMENT AND COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, colour, language, marital status and sex.

We have zero tolerance for sexual harassment at workplace and have adopted a policy on prevention , prohibition and redressal of sexual harassment at Work place in line with the provisions of the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) ACT, 2013 and the Rules thereunder for prevention and Redressal of Complaints of sexual harassment at workplace.

Following complaint related to sexual harassment during the calendar year are as follows:

Number of complaints pending at the beginning of the year - Nil

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed off during the year - Nil

(c) number of cases pending for more than ninety days - Nil

This is to certify and declare that the Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

COMMITTEES OF THE BOARD

Currently, the board has THREE Committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. The majority of the members of these committees are Independent and non-executives.

A detailed note on the composition of the board and other committees is provided in the corporate governance report section of this annual report.

CEO AND CFO CERTIFICATION

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

LISTING FEES

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The annual listing fees have been paid to the stock exchanges.

REGISTRAR & SHARE TRANSFER AGENT (R&T)

M/s. KFin Technologies Limited (Formerly KFin Technologies Private Limited) is the R&T Agent of the Company. Their contact details are mentioned in the Report on Corporate Governance.

COST RECORDS

Considering the goods manufactured and services rendered by the Company, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 and hence, there was no Cost Auditor appointed by the Company during the year under review.

The maintenance of cost records under Section 148(1) of the Companies Act, 2013 is not applicable to the Company for FY 2025-26

TRANSFER OF SHARES

As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

4. No fraud has been reported by the Auditors to the Audit Committee or the Board;

5. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act,2013;

6. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.

7. The Company does not have any subsidiary, associate or joint venture as on the date of this Report.

8. Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the Time of one time settlement. There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.