Dhabriya Polywood Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Thirty-Third Annual Report on the business and operation of the Company together with the audited financial statements for the year ended March 31, 2025.

Financial Performance of the Company

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

( In Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	13025.50	11276.39	23510.94	21163.30
Other Income	76.10	82.41	58.62	52.06
Total Revenue	13101.60	11358.81	23569.56	21215.36
Operating Expenses	11093.76	9786.27	19760.75	18062.06
EBIDTA	1931.74	1490.13	3750.20	3101.23
Finance Cost	460.18	475.71	485.26	508.70
Depreciation	522.25	418.06	862.66	689.75
Profit/ (Loss) before Exceptional Items and Tax	1025.10	678.77	2460.90	1954.84
Exceptional Items	-	-	-	-
Profit/ (Loss) after Exceptional Items and Tax	1025.10	678.77	2460.90	1954.84
Provision for Tax	260.12	177.65	658.14	546.69
Other Comprehensive Income	5.92	(4.15)	10.52	(2.79)
Total Comprehensive Income after Tax	770.90	496.97	1813.28	1405.36
Attributable to:
Equity holders of the parent	-	-	1813.28	1405.34
Non-controlling interests	-	-	0.00	0.02
EPS ( )	7.07	4.63	16.65	13.01
EBIDTA Margins (%)	14.83	13.21	15.95	14.65
PAT Margins (%)	5.87	4.44	7.70	6.65

Brief description of the Companys working during the year / State of Companys affair

The Annual Report also includes the Consolidated Financial Statements of the Company, which includes the result of the Companys subsidiaries; viz. Polywood Profiles Private Limited, Dynasty Modular Furnitures Private Limited and Polywood Green Building Systems Private Limited. At a consolidated level, your Company operates two segments of business viz. furniture & uPVC Doors, Windows, PVC Profiles and D-Stona sheets and mouldings. At standalone level, your Company operates a single segment business viz. uPVC Doors, Windows, PVC Profiles and D-Stona sheets and mouldings.

The Company has posted its highest ever Revenue during the year under review. Your company made good progress in its business and achieved the highest turnover ever. The company has showcased its resilience and demonstrated the capacity to absorb and continue to deliver a superior price-value proposition. The growth of the business validated its diversified portfolio. The company continued to invest across its businesses, strengthening its foundation for sustainable growth. The company is expecting to have a significant growth in the coming years as it is foreseeing good economic indicators in the coming year. The company has aggressively

expanded during the last two years by setting up an additional production line of business.

The companys consolidated total income for the financial year 2024-25 is 23569.56 Lakhs, up by 11.10% over the previous year. The companys standalone total income for the financial year 2024-

25 is 13101.60 Lakhs, up by 15.34% over the previous year. With the addition of new capacities and the introduction of new products, the company anticipates a positive demand momentum in the coming year.

During the year under review, the company registered a standalone Profit Before Tax (PBT) of 1025.10 Lakhs as against 678.77 Lakhs in the previous year, reflecting a growth of 51.02% over the previous year. Profit before tax on a consolidated basis for the year 2024-25 stood at 2460.90 Lakhs as against 1954.84 Lakhs in the previous year, recording a growth of 25.89%.

During the year under review, the company registered a standalone Profit after tax (PAT) of

764.99 Lakhs as against 501.12 Lakhs in the previous year, reflecting a growth of 52.66% over the previous year. Profit after tax on a consolidated basis

Lakhs as against 4846.63 Lakhs in the previous year. The Standalone earnings per share (basic) for the year ended March 31, 2025, stood at 7.07 per share as against 4.63 per share for the year ended March 31, 2025.

Credit Rating

The credit ratings on Companys long-term facilities have been affirmed by the credit rating agency and the same is furnished below:

S. No.	Agency	Type	Rating
1.	CRISIL Ratings	Long Term Bank Facilities	BBB; Stable (Outlook: Stable)

Dividend

The Board of Directors at their meeting held on May 23, 2025, have recommended payment of 0.70/- (Rupees Seventy Paise only) (7%) per equity share of

10 (Rupee Ten only) each as final dividend for the FY 2024-25. The proposed dividend, subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company, would result in appropriation of 75.77 Lakhs (inclusive of TDS).

During the year under review, The Board of Directors at their meeting held on May 22, 2024, have

for the year 2024-25 stood at 1802.76 Lakhs as against 1408.15 Lakhs in the previous year, recording a growth of 28.02%.

Interest cost for the financial year 2024-25 has decreased to 460.18 Lakhs at a standalone basis as against 475.71 Lakhs during the previous year. On a consolidated basis, interest cost for the financial year 2024-25 stood at 485.26 Lakhs as against

508.70 Lakhs in the previous year. The decrease in interest cost is following the repayment of liabilities and negotiation of better terms with bankers.

On a consolidated basis, the Net Worth of the company as at March 31, 2025, stood at 9994.52 Lakhs as against 8235.37 Lakhs in the previous year. The Consolidated earnings per share (basic) for the year ended March 31, 2025, stood at 16.65 per share as against 13.01 per share for the year ended March 31, 2025.

On a standalone basis, the Net Worth of the company as at March 31, 2025, stood at 5563.41

recommended payment of 0.50/- (Rupees Fifty Paise only) (5%) per equity share of 10 (Rupee Ten only) each as final dividend for the FY 2023-24 and as approved by the members in its 32 nd AGM, the final dividend was paid to the Shareholders on 08 th October 2024 amounting to 54.12 Lakhs (inclusive of TDS).

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source at appropriate rates applicable to resident and non-resident shareholders as the case may be.

During the year under review, Company is not required to formulate Dividend Distribution Policy pursuant to provisions of Regulation 43A of the Listing Regulations as amended from time to time.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remain to be paid and required to be transferred to the IEPF by the Company during the financial year ended 31 st March, 2025.

Transfer to Reserves

During the year under review, the company has transferred 716.78 Lakhs to Reserves.

Share Capital

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights, nor has it granted any stock options or sweat equity or warrants. As on March 31, 2025, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

The authorized and paid-up share capital of the company as of March 31, 2025, stood at 1250.00 Lakhs and 1082.42 Lakhs respectively.

Board of Directors

In accordance with the prevailing provisions of the Section 149 of the Companies Act, 2013 read with Regulation 17 of the Listing Regulations, as amended from time to time, as on March 31, 2025, the Board of Directors comprises of Eight Directors (with Four Executive Directors and Four Independent Directors)

Directors liable to retire by rotation seeking re- appointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Anita Dhabriya (DIN 00359317), Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General

Meeting and being eligible has offered herself for re- appointment. A resolution seeking members approval for her re-appointment along with other required details forms part of the Notice of Annual General Meeting.

Managing & Whole-time Director

During the period under review, the Board, on the recommendation of Nomination & Remuneration Committee has, approved the re-appointment of Mr. Digvijay Dhabriya, Chairman & Managing Director & Mr. Mahendra Karnawat, Mrs. Anita Dhabriya, and Mr. Shreyansh Dhabriya, Whole-Time Directors for a period of five years i.e. w.e.f 01 st September 2024 to 31 st August 2029. Their appointment was subsequently approved by the shareholders at the 32 nd Annual General Meeting of the Company held on September 28, 2024.

Independent Directors

During the period under review, Mr. Sharad Kankaria, Mr. Padam Kumar Jain and Mr. Shiv Shanker have ceased to be Independent Directors of the Company with effect from 31 st August 2024, upon completion of their second term as Independent Directors. Your Directors place on record their appreciation for their valuable guidance and support extended by Mr. Sharad Kankaria, Mr. Padam Kumar Jain and Mr. Shiv Shanker during their tenure as Independent Directors of the Company.

During the year under review the Board at its meeting held on August 30, 2024, based on recommendation of Nomination & Remuneration Committee, approved the appointment of Mr. Ami Lal Meena, Mr. Anil Soni & Mrs. Sonika Gupta as Non-Executive Independent Director of the Company for the first term of five consecutive years

w.e.f. 01 st September 2024, up to and including 31 st August 2029. Their appointment was subsequently approved by the shareholders at the 32 nd Annual General Meeting of the Company held on September 28, 2024.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company has obtained a Certificate from CS Manish Sancheti (COP No. 8997), of M Sancheti & Associates Company Secretary in Practice and the Secretarial Auditor of the Company, certifying that none of the

Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company by the Securities and Exchange Board of India or by the Ministry of Corporate Affairs or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2024-25.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that all the independent directors meet the criteria of independence as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Sl. No.	Name of Person	Designation
1.	Mr. Digvijay Dhabriya	Managing Director
2.	Mrs. Anita Dhabriya	Whole Time Director
3.	Mr. Mahendra Karnawat	Whole Time Director
4.	Mr. Shreyansh Dhabriya	Whole Time Director
5.	Mr. Hitesh Agrawal	Chief Financial Officer
6.	Mr. Sparsh Jain	Company Secretary & Compliance Officer

During the year under review, there is no change in the

KMPs of the Company.

Number of Meetings of the Board/Committee The Board/Committee meetings are pre-scheduled, and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting. In certain special circumstances, the meetings of the Board are called at shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Eleven times i.e. on May 10, 2024, May 22, 2024, June 24, 2024, July 30, 2024, August 09,

2024, August 30, 2024, November 13, 2024, January

28, 2025, February 07, 2025, February 11, 2025 and March 04, 2025. Details viz., members of the Board and their attendance etc., are given in report on Corporate Governance which forms part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of Listing Regulations, a separate meeting of the Independent Directors was held on 30 th August, 2024 and 11 th February, 2025. The Independent Directors at the meeting, inter alia, reviewed the following: -

?ƒž Performance of Non-Independent Directors and the Board as a whole.

?ƒž Performance of the Chairman of the Company, considering the views of Executive Directors and Non-Executive Directors.

?ƒž The quality, quantity and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Committees of the Board

The Board of Directors have the following committees:

Audit Committee

Nomination and Remuneration/ Compensation Committee

Stakeholders/ Investors Grievance Committee

Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013:

In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the said period;

They 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;

They have prepared the annual accounts on a going-concern basis;

They have laid down internal financial controls in the Company that are adequate and are operating effectively and

They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Board Evaluation

In terms of provisions of Section 178 read with Schedule IV of the Act, Regulation 17(10) of the SEBI Listing Regulations and the Policy for Evaluation of the Performance of the Board of Directors, the Nomination and Remuneration Committee and the Board have evaluated the performance and

effectiveness of the Board, its Committees and individual Directors for the financial year 2024-25.

The evaluation was undertaken after considering the evaluation forms received from Executive Directors, Non-Executive Directors, including Independent Directors of the Company reflecting their views on performance on the basis of various aspects such adequate composition of the Board and Committees, Directors presence and contribution in the meetings, leadership qualities, performance of duties and obligations, governance and compliances, etc. The Nomination and Remuneration Committee and the Board have also monitored and reviewed the evaluation framework.

Policy on Directors Appointment and

Remuneration and other details

Procedure for Nomination and Appointment of Directors

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. 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.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Companys Policy on Directors Appointment and Remuneration and other matters provided

in Section 178(3) of the Act and Regulation 19 of the Listing Regulations is given as ANNEXURE A and forms an integral part of this report.

Familiarization / Orientation program for Independent Directors

The Company has adopted a familiarization programme for Independent Directors with an objective of making the Independent Directors of the Company accustomed with the business and operations of the Company through various structured orientation programme. The familiarization programme also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to take well-informed and timely decisions.

The details of the familiarization programme undertaken have been uploaded on the Companys website and the same is accessible at the

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board.

The Whistle Blower Policy has been posted on the Website of the Company at During the year under review, your Company did not receive any complaint under the whistle blower mechanism.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

Financial Statements

Your Company follows Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements. Your Company has consistently applied applicable Accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule

5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries /Associate Companies/ Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.

Performance of Subsidiary Companies

As on March 31, 2025, your Company has three subsidiaries. The separate audited financial statements in respect of each of the subsidiaries are also available on the website of the Company at

The Company does not have any associate or Joint Venture. During the year, the Board of Directors reviewed the performance of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. The details of material subsidiary are provided in the Corporate Governance Report and a policy on determining material subsidiaries is available on the Companys Website at

Further there has been no material change in the nature of business of the subsidiaries. Shareholders interested in obtaining a copy of the audited annual accounts of the Subsidiary Companies may write to the Company Secretary. The performance in brief for the subsidiaries is given hereunder:

Polywood Profiles Private Limited:

The Company is a Wholly owned subsidiary

*company of Dhabriya Polywood Limited, incorporated in the year of 2006. The Company is engaged in the business of manufacturing PVC Profiles. The Gross Revenue of the Company for financial year 2023-24 stood at 6678.76 Lakhs compared with 7133.82 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at 944.65 Lakhs as against 826.66 Lakhs reported in the previous year.

Dynasty Modular Furnitures Private Limited: The Company is a Wholly owned subsidiary company of Dhabriya Polywood Limited, incorporated in the year of 1995 and installed a project in Jaipur (Rajasthan) for manufacturing of Modular furniture, a wood substitute product which is mainly used for the manufacturing of Executive Table, Storage, Workstation, Kitchen cabinet, Wardrobe, Computer table etc. The Companys product has been selling under its registered brand name "DYNASTY". The Company has constant quality control policies due to which the brand name of the Company "DYNASTY" has been well established in the market. The product has been accepted nationwide, and its demand is reaching leaps and bounds for its quality, durability, easy handling and low cost. The Company has experienced manpower to design and develop new products and a hard-working production team to meet the ever-increasing demand of the market. All these factors have contributed to the astonishing success of the "DYNASTY" Modular furniture all over India.

The Gross Revenue of the Company for the financial year 2023-24 stood at 4059.01 Lakhs compared with 3402.97 Lakhs in the previous year. Total Comprehensive Income After Tax for the year stood at 143.96 Lakhs as against

126.20 Lakhs reported in the previous year.

Polywood Green Building Systems Private Limited:

The Company is a subsidiary company of Dhabriya Polywood Limited, incorporated in the year 2012. The Company is engaged in the business of trading uPVC Doors and Windows and PVC Profiles. The Gross Revenue of the Company for financial year 2022-23 stood at

113.78 Lakhs compared with 201.51 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at 0.26 Lakhs as against 2.03 Lakhs reported in the previous year.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries is given as ANNEXURE E and forms an integral part of this report.

Auditors

Statutory Auditor

In terms of the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Narendra Sharma & Co., Chartered Accountants (Firm Registration No. 004983C), have been appointed as Statutory Auditors of the Company to hold office from the conclusion of 32 nd Annual General Meeting till the conclusion of 37 th Annual General Meeting to be held during calendar year 2029. They have audited the Financial Statements of the Company for the financial year 2024-25. The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. M Sancheti & Associates, Company Secretaries, (Membership No. 7972 & CP No. 8997) Jaipur as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 forms part of the Directors Report as ANNEXURE B. The report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Audit Reports of material subsidiaries viz. Polywood Profiles Private Limited and Dynasty Modular Furnitures Private Limited, ("the Wholly Owned Subsidiaries") in Form MR-3 are attached to this report . The Secretarial Audit Report of the Wholly Owned Subsidiaries do not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with the SEBI Circular dated February 8, 2019 and additional affirmations required under Circulars issued by BSE dated April 10, 2023 read with Regulation 24A of the Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. M Sancheti & Associates, Practicing Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2025.

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and Section 204 read with other applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of Five (5) years commencing from FY2025-26, to conduct the secretarial audit of the Company.

As per the aforesaid provisions, the Board in its meeting held on May 23, 2025, based on the recommendation of the Audit Committee and subject approval of the members of the Company in the ensuing Annual General meeting appointed M/s. CSM & Co. as Secretarial Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 33 rd Annual General Meeting scheduled to be held on September 30, 2025, till the conclusion of 38 th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 till FY2029-30. Written consent of the Secretarial Auditors and confirmation to the effect that they

are eligible and not disqualified to be appointed as the Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.

Internal Auditors

The company has an effective full-time in-house and professionally competent internal audit team, which regularly monitors the effectiveness of the internal control systems. This function reports to the Audit Committee and the Managing Director about the adequacy and effectiveness of the internal control systems of the company as well as the periodical results of its review of the companys operations as per an approved internal audit plan duly approved by the Audit Committee.

The recommendations of the internal audit teams on improvements in the operating procedures and control systems for strengthening the operating procedures are presented periodically to the Audit Committee.

During the year under review, Internal Auditors have not reported any matter under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

Cost Auditor

During the financial year 2024-25, the Company was required to maintain cost records under the Companies (Cost Records and Audit) Rules, 2014. Accordingly, cost records have been maintained by the Company, which are being audited by M/s Gaurav Jain & Associates, Cost Accountants (FRN: 004160).

In accordance with Section 148 of the Act, the Board of Directors of the Company at their meeting held on July 25, 2025, on recommendation of the Audit Committee, has re-appointed M/s Gaurav Jain & Associates, Cost Accountants (FRN: 004160) as the Cost Auditors to conduct the Audit of the Cost Accounting Records maintained by the Company for the financial year 2025-26. M/s Gaurav Jain & Associates have confirmed that their appointment is within the limits of Section

141(3)(g) of the Act and has also certified that they are free from any disqualifications specified under Section 141(3) read with Section 148(5) of the Act.

As per the provisions of the Act, a resolution seeking Members ratification for the remuneration payable to M/s Gaurav Jain & Associates, Cost Auditors for the financial year 2025-26 is included at item no 4. of the Notice convening the 33 rd AGM.

Internal Financial Controls and its Adequacy

The Companys internal audit system has been continuously monitored and updated to ensure that assets are safeguarded, established regulations are complied with and pending issues are addressed promptly. The audit committee reviews reports presented by the internal auditors on a routine basis. The committee makes note of the audit observations and takes corrective actions wherever necessary. It maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively. Based on its evaluation (as provided under Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulations), the Audit Committee has concluded that as of March 31, 2025, the Internal Financial Controls were adequate and operating effectively.

M/s Narendra Sharma & Co. Chartered Accountants, the Statutory Auditors of the Company audited the financial statements included in this Annual Report and issued a report on the internal controls over financial reporting (as defined in Section 143 of the Companies Act, 2013).

Risk Management

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Your Company has identified the following risks and successfully mitigate risk arising from time to time:

Macroeconomic and uncertainty in external environment

The Companys operations are exposed to economic risks, commercial instability and global events beyond the control of the Company which might have an adverse impact on it. The business may underperform as a result of the economic slowdown.

Mitigation Strategies: The Companys revenue stream is diversified from multi geographies, thereby reducing its dependency on one market. Further, it maintains a strong balance sheet, liquidity position and relationship with stakeholders which enables it to mitigate any uncertainties.

Commodity & Raw Material Price Risk

Risk of price fluctuation on basic raw materials like PVC resin as well as finished goods used in the process of manufacturing. This may lead to rise in input cost in turn putting pressure on the Companys margin and profitability.

Mitigation Strategies: Your Company commands excellent business relationship with suppliers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Further, its long-standing relationship with suppliers gives the Company a better bargaining position. Moreover, its established presence across the globe enables it to procure raw material from different geographies at competitive price.

Quality Risk

Inability to maintain the quality of the products as well as adhered to relevant quality standards might have an adverse impact on the Companys reputation as well as financial position.

Mitigation Strategies: Your Company adheres to stringent quality standards and ensures that all its products are defect-free and of superior quality. The Company has also received various quality certification.

Technology Risk

With the advent of technology, the need for enhanced systems and processes to boost operational efficiency and provide better customer satisfaction has surged. The company

may face difficulties if it fails to adapt to a changing environment.

Mitigation Strategies: Our manufacturing facilities are equipped with advanced gear and technologies that increases the Companys efficiency. It also maintains and tracks the proper functioning of equipment and replaces then when necessary.

Higher competitive intensity

Competition can be aggressive on prices or trade promotions. Competition can invest more in advertising to gain consumer mindshare. Competition can launch superior products. More players can enter the market.

Your Company is always exposed to competition Risk particularly from Chinese products. The increase in competition can create pressure on margins, market share etc.

Mitigation Strategies: Our products have a good price value equation and have a long-term trust of our customers, enabling us to defend our market . Over the years, the Company has established itself as one of the most trusted companies in its sector by continuous efforts to enhance the brand image of the Company, by focusing on R&D, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands.

Product Risk

The Companys inability to manufacture

different products could hurt offtake. Mitigation Strategies: The Company is engaged in the manufacturing of uPVC Doors, Windows, PVC Profiles and D-Stona Sheets & mouldings. The wide portfolio of products will enable the Company to cater to the different market segments, thereby enhancing visibility.

Environment Risk

The Plastic industry is one of the environment concern industry in the country. Any change in government regulation viz ban on plastic may hinder our manufacturing and related process which may adversely affect our business and financial condition of the Company.

Mitigation Strategies: In the last 25 years your company has been an undeniable part of the "Save Trees" campaign by bringing into the

minds of the people to use PVC and uPVC Products. The company has always focused on innovation & technology in order to actively support the concern "Save Trees" by providing high quality wood substitute and environment friendly products to its customers. Further, the company has almost saved eight lakhs trees every year by providing wood substitute products.

Human Resource Risk

A skilled and talented workforce is the key to an organizations success. Attrition and non- availability of the required talent resource can affect the overall performance of the Company. Mitigation Strategies: Your Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent. By continuously benchmarking the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. We regularly undertakes training and development programmes to enhance the skill of its employee. Further, the company also conducts health check-ups to ensure the safety and wellbeing of its workforce. Also, recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Companys website viz.

Acceptance of Deposits

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31 st March, 2025.

Particulars of loans, guarantees or investments Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies

Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report.

Particulars of contracts or arrangements with related parties

Related party transactions entered during the financial year under review are disclosed in note no.

38 of notes to the financial statements of the Company for the financial year ended March 31, 2025. These transactions entered were at an arms length basis and in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

All related party transactions are placed before the Audit Committee for approval, wherever applicable. Omnibus approval was obtained on a yearly basis for transactions which were repetitive in nature. A statement in summary form of transactions with related parties in the ordinary course of business and on an arms length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

In terms of Regulation 23 of SEBI Listing Regulations, the Company submits details of related party transactions as per the specified format to the stock exchanges on a half-yearly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length basis or fair value.

Corporate Governance

The Company endeavors to maximize the wealth of the Shareholders by managing the affairs of the Company with preeminent level of accountability, transparency and integrity.

A separate section on Corporate Governance standards followed by your Company, as stipulated

under Regulation 27 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed to this Report.

A Certificate from Companys Auditor, conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 27 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

Prevention of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act. Training/awareness programme were conducted during the financial year to create sensitivity towards ensuring respectable workplace.

The summary of sexual harassment complaints received and disposed of during the year 2024-25:

?ƒž Number of complaints pending at the beginning of the year: NIL

?ƒž Number of complaints received during the year:

NIL

?ƒž Number of complaints disposed of during the year: Not Applicable

?ƒž Number of cases pending at the end of the year:

Not Applicable

Compliance with Maternity Act, Benefit 1961

Championing Womens Well-Being: A Testament to our Values at Dhabriya Polywood, we go beyond compliance to foster an inclusive, supportive, and empowering workplace for our female colleagues. Our unwavering commitment to their well-being is exemplified by our strict adherence to the Maternity Benefit Act, 1961, supplemented by industry-leading welfare initiatives that set us apart as a progressive employer.

Key Highlights of Our Commitment: - Beyond Legal Compliance ?€“ We not only meet but exceed statutory requirements, offering enhanced maternity benefits that underscore our dedication to work-life balance and gender equity. - Job Security & Protection ?€“ Employees are fully safeguarded against dismissal or discharge during pregnancy and maternity leave, ensuring peace of mind during a critical life stage. - Employee-Centric Values ?€“ Rooted in our core principles of sensitivity, integrity, and fairness, we prioritize the holistic well-being of our workforce, recognizing them as valued stakeholders in our success. Our approach reflects a deep-seated belief that empowering women empowers the entire organization, driving sustainable growth and a culture of respect.

Corporate Social Responsibility (CSR)

In accordance with the requirements of Section 135 of the Act and the Rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at

An Annual Report on CSR activities of the Company during the financial year 2024-25 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (CSR Policy) Rules, 2014 has been provided as an ANNEXURE F to this Report.

Environment

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources. In the last 30 years, "Polywood" has been an undeniable part of the "Save Trees" campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier.

Human Resources and Industrial Relations

The Company believes that its dedicated and motivated employees are its greatest asset. The Company has till now offered competitive compensation, healthy work environment and recognizes employee performance through a planned reward and recognition program. The

Company intends to develop a workplace where every employee can recognize and attain his or her true potential. The Company motivates individuals to undertake voluntary projects apart from their scope of work that help them to learn and nurture creative thinking.

The Company has a structured induction process at all locations and management development programs to upgrade the skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff. During the year, the Company organized training programmes in technical skills, business excellence, general management, customer orientation, safety, values and code of conduct.

Statutory Information and other Disclosures

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in ANNEXURE C an integral part of this report.

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ANNEXURE D and forms an integral part of this report. A statement comprising the names of Top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ANNEXURE G and forms an integral part of this report.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2024-25.

General Disclosures

Your directors state that during the year under review:

The Equity shares of the Company are listed on the Bombay Stock Exchange.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

During the year under review, there has been no

change in the Companys nature of business.

There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year March 31, 2025 to which the financial statements relate and the date of signing of this report.

Details of unclaimed dividends have been provided as part of the Corporate Governance report.

No significant or material orders were passed by any regulator or Court or Tribunal which impacts the going concern status and Companys operations in future.

There was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against the Company.

The requirement to disclose the details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

Green Initiatives

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 33 rd Annual General Meeting of the Company including the Annual Report for FY 2024-

25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

Cautionary Statement

The statement in this Directors Report & Managements Discussion and Analysis detailing the Companys objectives, projections, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable

securities laws and regulations. Actual results could differ materially from those expressed or implied. The results of these assumptions made, relying on available internal and external information, are the basis for determining certain facts and figures stated in the report. Since the factors underlying these assumptions are subject to change over time, the estimates on which they are based are also subject to change accordingly. These forward-looking statements represent only the Companys current intentions, beliefs or expectations, and any forward- looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise. Important factors that could make a difference to the Companys operations include raw material availability and its prices, global and Indian demand-supply conditions, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.

Appreciation and Acknowledgments

The Board of Directors take this opportunity to thank all the stakeholders of the company for their continued support and express their sense of gratitude to the customers, vendors, banks, financial institutions, channel partners, business associates, Central and State Governments for their co- operation and look forward to their continued support in future

The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working and growth of the Company.

For & on behalf of the Board

Sd/-

Digvijay Dhabriya

Chairman & Managing Director

DIN: 00519946

Jaipur, September 03, 2025

ANNEXURE A

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

Dhabriya Polywood Limited (hereinafter referred to as "DPL" or "Company") has formulated this policy in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any amendment or modification thereof).

The policy is intended to set out criteria to pay equitable remuneration to the Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company. The Company considers that human resources are its invaluable assets and as a policy aims to realize full potential of such invaluable assets by harmonizing the aspirations of the human resources with the goals of the Company.

OBJECTIVE

The objectives of this Policy are:

To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (Whole-time/non-executive/independent) of the Company ("Director");

To recommend candidates for appointment as Directors, KMP and Senior Management;

To establish and review succession plans of the Board of Directors of the Company ("Board"), KMP and Senior Management;

To recommend policy relating to appointment and removal of Directors, KMP and Senior Management.

To recommend policy relating to the remuneration of the Directors, KMP and Senior Management/ other employees to the Board;

?ƒž To review and approve corporate goals and objectives relevant to the compensation of the whole-time directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board),

?ƒž To determine and approve whole-time

Directors compensation based on this

evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

DEFINATIONS

" Act" means the Companies Act, 2013 and Rules framed there under, as may be amended from time to time.

" Board" means Board of Directors of the Company.

" Company" mean Dhabriya Polywood Limited.

" Committee" means Nomination & Remuneration Compensation Committee of the Company as constituted or reconstituted by the Board, in accordance with the Act and applicable Listing Regulations.

" Compliance Officer" means the Company Secretary of the Company.

" Directors" means a director appointed on the Board of the Company including executive, nonexecutive and independent directors.

" Key Managerial Personnel" (KMP) means Key Managerial Personnel as defined under the Companies Act, 2013.

" Senior Management Personnel" (SMP) means the officers and personnel of the company who are members of its core management team, excluding the Board of Directors, and comprising all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the persons identified and designated as Key managerial personnel, other than the Board of Directors, by the Company.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013/ Listing Regulations as may be amended from time to time and shall have the meaning respectively assigned to them therein.

APPLICABILITY

This Policy is applicable to:

Directors (Executive and Non-Executive)

Key Managerial Personnel; and

Senior Management Personnel

COMMITTEE CONSTITUTION AND DETAILS

The Committee shall comprise of at least three Directors, all of whom shall be non-executive directors and at least two third of whom shall be Independent Directors, the Chairperson being an Independent Director, or of such number of Directors as would be required under applicable laws. The Chairperson of the Company (whether or not a non- executive director) may be a member of the Committee but shall not chair such Committee. The Chairperson of this Committee or in case of his absence, any other person authorized by him, shall attend the general meetings of the Company.

The meeting of the Committee shall be held at such intervals as may be required under the applicable laws. The Company Secretary of the Company shall act as the Secretary of the Committee. A member of the Committee is not entitled to participate when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee. The quorum necessary for transacting business at a meeting of the Committee shall be two members or one-third of the members of the Nomination and Remuneration Committee; whichever is greater, including at least one independent director in attendance. Matters arising for determination at Committee meetings shall be decided by a majority of votes of members present. Any such decision shall for all purposes be deemed a decision of the Committee. In the case of equality of votes, the Chairman of the meeting will have a casting vote. The Committee shall, as per the

provisions of the Act, maintain written minutes of its meetings.

DUTIES IN RELATION TO NOMINATION AND REMUNERATION COMMITTEE

The duties of the Committee in relation to nomination and remuneration matters include:

guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

formulate the criteria for determining qualifications, positive attributes and independence of a director for the purpose of this Policy;

evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board;

recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management;

provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the companys operations;

retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage;

assist in developing a succession plan for the Board;

Any other responsibility as determined by the Board.

CRITERIA FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment Criteria and Qualifications

The Committee shall ascertain the integrity, qualification, expertise and experience of the person identified for appointment as Director, KMP or Senior Management and recommend to the Board his/her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

A person to be appointed as Director, KMP or Senior Management should possess adequate qualification, expertise and

experience for the position he/she is considered for.

A person, to be appointed as Director, should possess impeccable reputation for integrity, deep expertise and insights in sectors/areas relevant to the Company, ability to contribute to the Companys growth and complementary skills in relation to the other Board members.

For every appointment of an independent director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended for such role shall meet the description.

The Company shall appoint or continue the employment of a person as managing director /whole-time director and non- executive Director who has not attained the maximum age of retirement as prescribed under Applicable Laws.

A whole-time KMP of the Company shall not hold office in more than one company except in its subsidiary company at the same time. However, a whole-time KMP can be appointed as a Director in any company, with the permission of the Board .

The Company shall not appoint any resigning Independent Director, as whole- time director, unless a period of one year has elapsed from the date of resignation as an Independent Director

The term/tenure of the Directors, KMP and Senior Management/ other employees shall be in accordance with the Applicable Laws and their respective contracts/ terms of appointment (and shareholders and/or government approvals, where relevant).

Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and

compliance of the said Act, rules and regulations.

Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company, subject to approvals as required under the Applicable Laws.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Each year, the NRC will formulate the criteria and the process for evaluation of performance of the Board, Individual Directors, Chairperson and the Committees of the Board and recommend the same to the Board.

The Board shall undergo the following and the NRC shall review its implementation and compliance with Applicable laws as well as the criteria and process laid out.

Self-evaluation by each board member based on the criteria set by the NRC, including performance on business metrics and non- financial targets; and

Annual Third-party evaluation by a recognized organization.

The evaluation of the Independent Directors shall be done by the entire board of directors which shall include:

performance of the directors; and

fulfilment of the independence criteria as specified and their independence from the management as specified under Applicable Laws

Directors who are subject to this evaluation shall not participate in their own evaluation.

The independent directors of the Company shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

The independent directors in their separate meeting shall, inter alia:

?ƒž review the performance of non-independent directors and the board of directors as a whole

?ƒž review the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors

?ƒž assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

Basis the evaluation results, the NRC will make its recommendations to the Board on the appointment

/ re-appointment / continuation of Directors on the Board.

REMUNERATION TO DIRECTOR, KMP AND SENIOR MANAGEMENT

Remuneration to Non- Executive / Independent Director

The Non-Executive/Independent Directors of the Company shall be paid remuneration by way of sitting fees for attending the meetings of the Board of Directors and its Committees. The said sitting fees paid to the Non-Executive/Independent Directors shall be fixed by the Board and reviewed from time to time in accordance with Companys performance and the provisions of the applicable laws.

The Non-Executive/Independent Directors may be paid commission as the Board may approve from time to time on recommendation of the Nomination and Remuneration Committee subject to limits prescribed in the Companies Act, 2013 or Rules made thereunder and approved by the shareholders.

Travelling, fooding & lodging expenses of outstation Non-Executive/Independent Directors for attending Board/Committee meetings shall be borne by the Company.

The Independent Directors shall not be entitled to any stock option of the Company.

Where the annual remuneration payable to a single Non-Executive director exceeds fifty per cent of the total annual

remuneration payable to all non-executive directors, then approval of the shareholders by special resolution shall be obtained every year.

Remuneration to Executive Directors

The remuneration paid to Executive directors shall be recommended by the Nomination and Remuneration Committee and shall be approved by the Board of Directors, subject to the subsequent approval by the shareholders at the general meeting, as the case may be.

The remuneration for Executive Directors shall be arrived by considering various factors such as qualification, experience, expertise, prevailing remuneration in the industry, future contribution and the financial position of the Company.

The remuneration of the Executive Directors may be divided into fixed and variable pay.

The remuneration to be paid to the Executive Directors shall be in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder.

The fees or compensation payable to Executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if-

?ƒž the annual remuneration payable to such Executive director exceeds rupees 5 crore or 2.5 per cent of the net profits of the Company, whichever is higher; or

?ƒž where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits (calculated as per section 198 of the Companies Act, 2013) of the Company.

Remuneration to Key Managerial Personnel, Senior Management and Other Staff

As per the provisions of Section 178 of the Act and Listing Regulations, the Nomination and Remuneration Committee shall recommend the remuneration of the KMP/SMP of the Company. The Compensation for other employees would be guided by the external competitiveness and internal parity and shall be based on the KRAs

identified and the achievement thereof. The increments shall usually be linked to their performance as well as performance of the Company. The remuneration structure can be divided into fixed and variable components and can also include issuance of stock options.

Remuneration to Other Employees

The remuneration of other employees shall be determined according to their qualifications, work experience, competencies as well as their roles and responsibilities in the Company. Individual remuneration shall be determined on the basis of evaluation done by the respective departmental heads in consultation with the HR head.

Minimum remuneration to Directors in the event of inadequate / no profits

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Directors including any managing or whole-time director or manager, or any other non-executive director,

including an independent director in accordance with the provisions of Schedule V of the Act.

DISCLOSURE

This Policy shall also be placed on the website of the Company. Further, as per the provisions of the Act and the SEBI (LODR) Regulations, 2015, as amended from time to time, the necessary disclosures of this Policy shall be given in the Boards Report.

REVIEW AND AMENDMENT

This Policy is framed based on the provisions of the Applicable Laws. In case of any subsequent changes in the provisions of the Applicable Laws, which makes any of the provisions in the Policy inconsistent with such provision of the Applicable Laws, then such provisions of the Applicable Laws would prevail over the Policy and the provisions in the Policy would be modified in due course to make it consistent with Applicable Laws. On recommendation of the Nomination & Remuneration Committee or otherwise the Board of Directors reserves its right to amend or modify the policy in whole or in part, at any time without assigning any reason whatsoever.