Dhabriya Polywood Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Thirty-fourth Annual Report on the business and operation of the Company together with the audited financial statements for the year ended March 31, 2026.

1. Financial Performance of the Company

The Audited Financial Statements of your Company as on March 31, 2026, 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:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	14784.48	13025.50	26447.85	23510.94
Other Income	112.06	76.10	148.87	58.62
Total Revenue	14896.54	13101.60	26596.72	23569.56
Operating Expenses	11979.83	11093.76	20988.35	19760.75
EBIDTA	2804.65	1931.74	5459.48	3750.20
Finance Cost	429.89	460.18	541.49	485.26
Depreciation	613.26	522.25	999.72	862.66
Profit/ (Loss) before Exceptional Items and Tax	1873.56	1025.10	4067.15	2460.90
Exceptional Items	-	-	-	-
Profit/ (Loss) after Exceptional Items and Tax	1873.56	1025.10	4067.15	2460.90
Total Tax Expenses	452.89	260.12	1053.11	658.14
Profit/ (Loss) after Tax	1420.67	764.98	3014.05	1802.76
Other Comprehensive Income	18.21	5.92	27.12	10.52
Total Comprehensive Income after Tax	1438.88	770.90	3041.16	1813.28
Attributable to:
Equity holders of the parent	-	-	3041.14	1813.28
Non-controlling interests	-	-	0.02	0.00
EPS (Rs.)	13.12	7.07	27.85	16.65
EBIDTA Margins (%)	18.97	14.83	20.64	15.95
PAT Margins (%)	9.61	5.87	11.40	7.67

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

FY26 has been a landmark year for the Company, characterized by strong operational execution and exceptional profitability growth despite a dynamic market environment. During the year, the Company continued its transformation from being a single extrusion-focused player to a comprehensive one- stop solution provider for diverse building and infrastructure needs, delivering healthy revenue growth while significantly improving profitability across all key metrics, reflecting the strength of its business strategy and execution capabilities.

The Companys strong performance during the year was driven by multiple factors such as; Increasing contribution from high-margin and differentiated products & continued focus on upgrading the product mix and driving margin enhancement initiatives. The Company continues to strengthen and diversify its product portfolio with the addition of new product categories including WPC wall & ceiling panels, WPC doors, and aluminium window & facade solutions, which are expected to emerge as meaningful contributors to future growth.

The companys consolidated total income for the financial year 2025-26 is Rs.26447.85 Lakhs, up by 12.5% over the previous year. The companys standalone total income for the financial year 202526 is Rs.14784.48 Lakhs, up by 13.5% over the previous year. With our diversified product portfolio, expanding distribution network, improving brand strength and upcoming capacities, we believe the company is well-positioned for sustained growth.

During the year under review, EBITDA grew by 45.6% to Rs.5,459.48 lakhs over the previous year. Profitability further strengthened at the bottom-line level, with PAT increasing by 67.2% to Rs.3,014.05 lakhs. On standalone level EBIDTA grew by 45.19% to Rs.2804.65 Lakhs over the previous year with PAT increasing by 85.71% to Rs.1420.67 Lakhs, over the previous year.

A detailed analysis of the Companys financial performance and operations is provided in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

3. Dividend

Dividend paid during the financial year 2025-26

During the financial year 2025-26, with the approval of the Members at the 33rd Annual General Meeting (AGM), the Company paid final dividend of Rs.0.70 (Rupees Seventy Paise only) (7%) per equity share of Rs.10 (Rupee Ten only) for the financial year 2024-25 to the Members of the Company holding 1,08,24,245 equity shares as on Record Date for the purpose of dividend. The final dividend was paid to the Shareholders on 09 th October 2025 amounting to Rs.75.77 Lakhs (inclusive of TDS).

The Company has not declared or paid any Interim Dividend during the financial year under review.

Dividend recommended for the financial year 2025-26

The Board of Directors at their meeting held on May 26, 2026, have recommended payment of Rs.0.70/- (Rupees Seventy Paise only) (7%) per equity share of Rs.10 (Rupee Ten only) each as final dividend for the FY 2025-26. The proposed dividend, subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company, would result in appropriation of Rs.75.77 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.

4. 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 March 31, 2026.

5. 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)

6. Transfer to Reserves

During the year under review, the company has transferred Rs. 1363.11 Lakhs to Reserves.

7. 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, 2026, 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, 2026, stood at Rs.1250.00 Lakhs and Rs.1082.42 Lakhs respectively.

8. Directors & Key Managerial personnel (KMPs) Composition

During the year under review, the Board of the Company comprised of 8 (eight) Directors, including 1 (one) Women Director. Out of the eight Directors, 4 (four) were Executive Directors and 4 (four) were Non-Executive Independent Directors, including 1 (one) woman Independent Director.

As on March 31, 2026, Shri Digvijay Dhabriya (DIN: 00519946), Managing Director, Shri Hitesh Agrawal, CFO and Shri Sparsh Jain, Company Secretary & Compliance Officer are Key Managerial personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

Directors liable to retire by rotation seeking reappointment

As per the provisions of Section 152(6) of the Act, not less than two-third of the total number of Directors, excluding Independent Directors, are liable to retire by rotation and one-third of such Directors are required to retire at each AGM. In accordance with these provisions, Shri Mahendra Karnawat (DIN: 00519876) will retire by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. A resolution seeking Members approval for his re-appointment forms part of the Notice convening 34 th AGM. Information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on general meetings is provided separately by way of annexure to the Notice convening the 34 th AGM of the Company.

Changes in Directors and Key Managerial Personnel (KMPs) during the year ended 31 st March 2026

During the period under review, there were no changes in the Director & Key Managerial Personnel (KMPs).

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company are registered in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs (MCA) and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA. The Board of the Company after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors and are Independent of the management of the Company.

The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

9. 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 2025-26.

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.

10. 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:

(i) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) 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;

(iii) 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;

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

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

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

11. Policy on Directors Appointment and Remuneration and other details

a. 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, reappointment 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.

b. 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

12. 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.

13. 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 23, 2025, June 27, 2025, July 16, 2025, July 25, 2025, August 25, 2025, September 03, 2025, September 26, 2025, November 11, 2025, December 29, 2025, February 12, 2026, and March 16, 2026. Details viz., members of the Board and their attendance etc., are given in report on Corporate Governance which forms part of this Annual Report.

14. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of Listing Regulations, two separate meeting of the Independent Directors was held on December 29, 2025 and March 16, 2026. The Independent Directors at the meeting, inter alia, reviewed the following: -

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

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

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.

15. Committees of the Board

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration/ Compensation Committee

3. Stakeholders/ Investors Grievance Committee

4. 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.

16. 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.

17. Financial Statements

The Annual Audited Consolidated and Standalone Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 (the Act) and are prepared in accordance with the Indian Accounting Standards (Ind AS) as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations). The Consolidated Financial Statements presented by the Company include the financial Statements of its Subsidiary companies.

The Annual Audited Consolidated and Standalone Financial Statements of the Company are prepared on a going-concern basis.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates accounting standards including any revision thereon on ongoing basis.

Publication and access to the Financial Statements and Results

The Company publishes its Unaudited Consolidated and Standalone Financial Results which are subjected to limited review on a quarterly basis and Audited Consolidated and Standalone Financial Statements and Results are published on an annual basis. Upon publication, the Financial Statements and Results are also uploaded on the websites of the stock exchanges where equity shares of the Company are listed and the website of the Company.

In accordance with Section 136 of the Act, the Annual Audited Consolidated & Standalone Financial Statements of Company, Financial Statements of the Subsidiary companies and all relevant documents, related thereto, are uploaded on the website of the Company and can be accessed at the weblink:

18. Performance of Subsidiary Companies

As on March 31, 2026, 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:

a. 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 2025-26 stood at Rs.7567.91 Lakhs compared with Rs.6678.76 Lakhs in Previous Year. Profit After Tax for the year stood at Rs.1400.03 Lakhs as against Rs.942.04 Lakhs reported in the previous year.

b. 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 2025-26 stood at Rs.4359.30 Lakhs compared with Rs.4059.01 Lakhs in the previous year. Profit After Tax for the year stood at Rs.260.63 Lakhs as against Rs.141.97 Lakhs reported in the previous year.

c. 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 2025-26 stood at Rs.0.64 Lakhs compared with Rs.113.78 Lakhs in Previous Year. Profit After Tax for the year stood at Rs.2.46 Lakhs as against Rs.0.26 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.

19. Auditors

(a) 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 2025-26. 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.

(b) Secretarial Auditor

Our Company has appointed M/s. CSM & Co., Company Secretaries, (Membership No. 7972 & CP No. 8997) Jaipur as Secretarial Auditors in the Annual General Meeting held on September 30, 2025 for a period of five years to hold office untill the conclusion of the 38 th Annual General Meeting of the Company to be held in the year 2030 to conduct secretarial audit.

The Secretarial Auditors M/s. CSM & Co., Jaipur appointed by the members conducted the secretarial audit and issued report in Form MR- 3 which is enclosed as ANNEXURE B.

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 .

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. CSM & Co., Practicing Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2026.

M/s. CSM & Co, Practising Company Secretaries, Jaipur has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI/MCA or any such statutory authority. The said Certificate is annexed to the Report on Corporate Governance.

The Secretarial Auditors Report for the financial year 2025-26 is unqualified and does not contain any qualifications, reservations, adverse remarks, or disclaimers.

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

(c) 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.

(d) Cost Auditor

As per the provisions of Section 148 of the Act, the Company is required to get its cost records audited by a Cost Accountant in practice.

Pursuant to the provisions of Sections 139, 141 and 148 of the Act read with rules made thereunder, the Board, upon the recommendation of the Audit Committee, has approved the appointment of M/s Gaurav Jain & Associates, Cost Accountants (FRN: 004160) as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ended March 31, 2027. The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification and the same forms part of the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 148(1) of the Act, read with the Rules made thereunder, the Company has maintained cost accounts and records.

20. Internal Financial Controls and its Adequacy

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

The Audit Committee reviews the adequacy and effectiveness of Companys Internal Controls and monitors the implementation of audit recommendations.

21. Risk Management

Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defence cover of the Companys risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well- established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Companys Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organizations objectives, assessing the terms of likelihood and Magnitude of impact and determining response strategy.

Your Company has identified the following risks and successfully mitigate risk arising from time to time:

(a) 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.

(b) 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.

(c) 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.

(d) 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.

(e) 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.

(f) 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.

(g) Environment Risk

The Plastic industry is one of the environment concern industries 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.

(h) Human Resource Risk

A skilled and talented workforce is the key to an organizations success. Attrition and nonavailability 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 undertake 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.

22. 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.

23. 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 March 31, 2026.

24. 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.

25. 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, 2026. 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.

26. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Company has also implemented several best governance practices. 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.

27. 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 for various locations. 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 2025-26:

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

Number of complaints received during the year: NIL

Number of complaints disposed of during the year: NIL

Number of cases pending at the end of the year: NIL

28. 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.

29. 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 2025-26 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.

30. 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.

31. 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.

32. 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 2025-26.

33. General Disclosures

Your directors state that during the year under review:

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

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

iii. During the year under review, there has been no change in the Companys nature of business.

iv. 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, 2026 to which the financial statements relate and the date of signing of this report.

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

vi. 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.

vii. 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.

viii. 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.

ix. None of the auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Act, including the Rules framed thereunder, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

34. Green Initiatives

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 34 th Annual General Meeting of the Company including the Annual Report for FY 202526 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

35. 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 forwardlooking 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.

36. 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 cooperation 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
Jaipur	Chairman & Managing Director
August 12, 2026	DIN:00519946