Euro Panel Products Ltd Management Discussions

economic overview G lobal

In 2024, the global economy experienced moderate growth of 3.3% (IMF World Economic Outlook, April 2025) amid a challenging macroeconomic environment. Persistent geopolitical tensions, disruptions in trade routes and high interest rates in major economies created headwinds for global trade and consumption. However, resilient labour markets, easing inflationary pressures and stable private consumption helped sustain economic activity, particularly in emerging markets .

Indian

India remains a bright spot in the global economy, with GDP growth estimated at 6.5% in F.Y. 2025 driven by strong domestic consumption, infrastructure investments and policy reforms.

OUTLOOK:

As a Company, we are well-positioned to leverage Indias economic momentum by expanding our market presence by continuously innovating to meet evolving consumer needs. With a sharp focus on sustainability, efficiency and consumer-centricity, we remain confident in delivering strong growth and long-term value creation in 2025 and beyond.

In the short to medium term the Company expects strong revenue growth, better operating margins, increasing contribution of value-added products & continued focus on efficient working capital management.

This year Company has opened new depots i.e., Ranchi and Hubli and has plans to open new depot at Dehradun to penetrate the Brand EUROBOND all over India.

During the year under review, the Company has initiated the process for the migration of its securities from the NSE Emerge SME Platform to the Main Board of the National Stock Exchange of India Limited (NSE) and simultaneously to BSE Limited (BSE) and successfully migrated to Main Boards w.e.f August 1, 2025. This proposed migration reflects the Companys strong financial performance, improved corporate governance practices, and its commitment to enhancing market visibility and maximizing stakeholder value.

The Company is in the process of initiating the incorporation of a wholly owned subsidiary in the State of Qatar , in line with its strategic expansion plans and efforts to explore international market opportunities.

company performance:

Financial year 2024-2025 witness increase in demand due to development in infrastructure and construction Sector in INDIA. The Company earned operational income of 42,318.55/- (in Lakhs) compared to 39,522.54/- (in Lakhs) in the previous year.

Profit after tax for the year under review is 1,843.07/- (in Lakhs) as compared to previous year figure of 1461.12/- (in Lakhs). The increase in profit is mainly due to the increase in Turnover of the Company and better Operational Efficiency.

OPPORTUNITIES & STRENGTH:

The Companys brand EUROBOND is a well-known brand whose products are available in various categories, colours and textures. The Company launches new products at regular intervals. Products with this brand are available for more than 2 (two) decades & known for its supreme quality and warranty. The Company has PAN India presence and is equally popular. The Company has well equipped production facilities with depots all over India to timely cater the end consumer. The production facilities are utilized to its optimum level to compete with the other manufacturers.

THREATS:

The Company is operating in highly fragmented market with continuous increase in competition from regional and local players. Our strategy will remain competitiveness with focus on innovation & quality. This will help us to differentiate ourselves & maintain a competitive edge.

ENVIRONMENT, HEALTH & SAFETY:

The Company is committed to promote a safe and healthy environment for its employees and community. To improve the consistency of the organizations approach towards environment safety controls, the Company implemented ISO 9001 and introduced a series of global standards, principles and practices that each operation should adopt. ISO 9001 focuses on managing organizations impact on the external environment, to reduce pollution and comply with regulations.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has established a comprehensive system to ensure the utmost accuracy in all operations and effective management of potential risks. This encompasses robust monitoring of the Companys financial assets to safeguard them from unauthorised access.

Internal Auditors comprising of professional firms of Chartered Accountants have been entrusted to conduct regular internal audits and report to the Management, the lapses, if any. Such an efficient system is vital for the Companys success and bolsters stakeholder confidence in meeting regulatory and legal requirements.

Risk Management: - The Board of Directors of the Company have formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring the effectiveness. The Committee considers the risks that impact the mid-term to the long-term objectives of the business, including those reputational in nature and provides an update to the Board on the Companys risks and mitigation plans outlined in the risk registers.

human resources:

Eurobond firmly believes that its people are its key competitive advantage. The Companys employees contribute a wealth of multi-sectoral experience, technological expertise and domain knowledge. Its HR culture is characterized by its ability to challenge traditional norms to improve competitiveness. The Company consistently makes decision that align with employees professional and personal goals, striving to achieve an ideal work-life balance that fosters pride in being associated with Eurobond. As on March 31, 2025, the Company had 512 permanent employees at its manufacturing plant, administrative office and Sales Force.

disclosure on accounting treatment:

In the preparation of financial statements, there is no treatment of any transaction different from that prescribed in the Accounting Standards notified by the Government of India under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014; guidelines issued by the Securities and Exchange Board of India and other accounting principles generally accepted in India

financial review

details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations thereof, including

Rati o	FY 24 - 25	FY 23 - 24	Change(%)	Reason
Interest Coverage Ratio	1.68	1.13	48.91%
Debt -Equity	0.87	0.80	9.49 %
Net Profit Margin (%)	4.33	3.65	18.65 %
Return on Net Worth	13.78	12.62	9.24%
Operating Profit Margin (%)	8.30	6.93	19.69%
Debtors Turnover	9.86	10.40	(5.19%)
Total Debts to Total Assets Ratio	0.37	0.33	15.11%
Long Term Debts to Working Capital	0.27	0.29	(3.84%)
Inventory Turnover ratio	1.98	2.13	(6.81%)

(i) The Company has entered into new lease arrangement and has repaid loans during the year.

cautionary statement

The Statements in the management discussion and analysis section describing the Companys objectives, projections, estimates and expectations may be forward looking statements. All Statements that address expectations or predictions about the future, including, but not limited to statement about the Companys strategy for growth, product development, market positioning, expenditures and financial results are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate and will be realised. The Companys actual results and performance may differ materially from those either expressed or implied. The success in realizing these depends on various factors both internal and external. Investors, therefore, are requested to make their own independent judgments.

By Order of the Board of Directors For Euro Panel Products Limited

corporate governance report

A report on compliance with the Corporate Governance provisions as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) for FY 202425 is between given and herein below:

1. companys philosophy on code of corporate governance:

Euro Panel Products Limited (the Company) believes in and practices good corporate governance. The Companys philosophy of Corporate Governance envisages attainment of the transparency, accountability and equity in all its dealings with all stakeholders. As a Public Listed Company, the Company is committed to complete, accurate and timely disclosure in reports and documents that it files with regulatory authorities.

The Company is committed to upholding the highest standards of corporate governance as an integral part of its management philosophy. The Company firmly believes that good governance is the foundation for building trust, enhancing transparency, and creating long-term value for its stakeholders. Eurobonds governance framework is designed to promote integrity, accountability, fairness, and ethical conduct across all levels of the organisation.

The Company has established robust systems, policies, and procedures in compliance with the provisions of the Companies Act, 2013 to ensure orderly and efficient conduct of business. These measures include mechanisms for safeguarding assets, preventing and detecting frauds and errors, maintaining accurate and complete accounting records, and ensuring timely and reliable financial reporting. The adequacy and effectiveness of internal financial controls are reviewed periodically by the Audit Committee and the Board of Directors. Independent verification by statutory auditors, along with certifications from the Managing Director and Chief Financial Officer, reinforce the Companys commitment to operational discipline, regulatory compliance, and accurate disclosures. Well-defined policies on related-party transactions, risk management, and compliance monitoring ensure that all decisions are taken objectively and in the best interest of the Company and its stakeholders.

Eurobonds corporate governance philosophy extends beyond legal compliance to encompass its responsibilities towards society and the environment. The Company has constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy to undertake initiatives that contribute to social welfare and sustainable development. It remains committed to maintaining a safe, inclusive, and harassment-free workplace, supported by policies that uphold employee dignity and equality. Through this holistic approach, Eurobond seeks to conduct its business with a sense of responsibility, transparency, and fairness, thereby strengthening stakeholder confidence and reinforcing its reputation as a responsible and forward-looking corporate entity.

2. BOARD OF DIRECTORS:

2.1. Composition and Category of the Board

The Board has an optimum combination of Executive and Non-Executive Directors. The Board as on March 31, 2025, comprised of 5 (five) Directors, out of which 3 (three) are Independent Directors. The Board is presided by Mr. Rajesh Nanalal Shah as the Executive Chairman and consists of eminent individuals with considerable professional expertise, qualifications and experience, which enables them to contribute effectively to the Board and its Committees.

As on March 31, 2025, the Board consists of two Executive Directors, Mr. Rajesh Nanalal Shah, Chairman & Managing Director and Mr. Divyam Rajesh Shah, Whole-Time Director & CFO.

The composition of the Board, Category of the Directors and Number of Directorship & Membership / Chairmanship of Committees in other companies as on March 31, 2025 are as under:

Name of the Directors	Category **	Age (in years)	No. of Other Directorship (s) Held *	Member/ Chairman of committees other than the Company #
				Member	Chairperson
Mr. Rajesh Nanalal Shah	MD	59	1	Nil	Nil
Mr. Divyam Rajesh Shah	WTD	32	1	Nil	Nil
Ms. Barkharani Harsh Nevatia	I & NED	30	3	2	Nil
Ms. Daisy Cyril Dsouza	I & NED	52	3	1	1
Mr. Vaibhav Chetan Shah	I & NED	32	1	Nil	Nil

Excluding Directorship in private limited and foreign companies.

** MD - Managing Director, WTD - Whole-time Director, I - Independent, NED - Non-Executive Director. # includes only Audit Committee & Stakeholders Relationship Committee.

The Directorships held by Directors as mentioned above, do not include Alternate Directorships, Directorships in Foreign Companies, Companies registered under Section 8 of the Companies Act, 2013 and Private Limited Companies.

None of the Directors is a Director in more than 20 Companies or more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. None of the Executive Directors act as Independent Director of more than 3 listed entities.

None of the Directors of the Board is a member of more than 10 Committees and no Director is Chairman/ Chairperson of more than 5 Committees across all public limited companies in which he/she is a Director.

As per Regulation 17A of the Listing Regulations, Independent Directors of the Company do not serve as Independent Directors in more than seven listed companies. Further the Chairman/Whole-time Director of the Company does not serve as an Independent Director of any listed entities.

During the financial year 2024-25, no Director resigned before the expiry of his / her tenure.

2.2. Names of the Listed /public limited entities where the person is a Director and the category of Directorship as on March 31, 2025: Sr. No.	Name of Directors	Other Directorship	Category of other Entities Directorship
1	Mr. Rajesh Nanalal Shah	Nil	Nil
2	Mr. Divyam Rajesh Shah	Nil	Nil
4	Ms. Barkharani Harsh Nevatia	1. Arrow Greentech Limited Shree Pushkar Chemicals & Fertilisers Limited	1. Independent Independent
5	Ms. Daisy Cyril Dsouza	1. Fredun Pharmaceuticals Ltd. Sanjana Cryogenic Storages Limited	1. Independent Independent
6	Mr. Vaibhav Chetan Shah	Nil	Nil

The Board/Committee Meetings are scheduled well in advance after considering availability of all the Board Members. The Notice and Agenda papers of each Board/Committee Meeting are given to each Director well in advance.

All the items on the Agenda are accompanied by Notes/ Memorandum to the Board giving comprehensive information on the related subject. Detailed presentations are made at the Board/Committee Meetings in relation to the matters like Financial/ Business Plans, Financial Results, etc. The Board/Committee Members are free to recommend the inclusion of any matter for discussion in consultation with the Chairman.

The Board Meeting is generally scheduled at least once in a quarter to consider the quarterly performance and the financial results. The Minutes of the Board/ Committee Meetings are circulated on conclusion of the Board/Committee Meeting to the Board/Committee Members for their comments and confirmed at the subsequent meeting.

During the year under review the Board met 7 (Seven) times i.e. on April 03, 2024, May 21, 2024, August 31, 2024, September 25, 2024, November 12, 2024, January 10, 2025 and March 15, 2025. The time gap between two consecutive Board Meetings is not exceeded the maximum permissible limit of 120 days.

2.3. Attendance at Board Meetings, Last Annual General Meeting, relationship between Directors inter-se:

Name of Directors	Relation	Category	No. of Board Meetings attended during the year	Whether last AGM attended
Mr. Rajesh Nanalal Shah	Father of Mr. Divyam Rajesh Shah	MD	7	Yes
Mr. Divyam Rajesh Shah	Son of Mr. Rajesh Nanalal Shah	WTD	7	Yes
Ms. Barkharani Harsh Nevatia	Nil	I & NED	7	Yes
Ms. Daisy Cyril Dsouza	Nil	I & NED	7	Yes
Mr. Vaibhav Chetan Shah	Nil	I & NED	7	Yes

2.4. As on March 31, 2025, equity shares of the Company held by Non-Executive independent Directors are as under:

Sr. No.	Name of NEiD	No. of Shares Held	Date of Purchase
1	Ms. Barkharani Harsh Nevatia	Nil	-
2	Ms. Daisy Cyril Dsouza	Nil	-
3	Mr. Vaibhav Chetan Shah	Nil	-

The NEDs do not hold any convertible instruments issued by the Company.

2.5. Familiarization Program imparted to independent Directors:

As required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, the Board has framed a Familiarization Program for the Independent Directors of the Company in order to update them with the nature of industry in which the Company operates and business model of the Company in order to familiarize them with their roles, rights, responsibilities, etc. The details of the above-mentioned Familiarization Program is uploaded on the website of the Company https://www.eurobondacp.com/investor-relations .

2.6. Chart /matrix setting out skill/ expertise / competence of the Directors:

A matrix setting out the core skills/ expertise/ competence as required in the context of the business or sector for the Company to function effectively in comparison with core skills/ expertise/ competence actually available with the Board as on March 31, 2025 are stated hereunder:

Sr. No	List of core skills/ expertise/ competence	Availability of the core skills/ expertise/ competence as on March 31, 2025.
1.	Knowledge of the Companys Business	\u25a0 /
2.	Sales and Marketing Functions	\u25a0 /
3.	Business Strategy Formation	\u25a0 /
4.	Planning & Sourcing	\u25a0 /
5.	Strategy/ M&A/ Restructuring	\u25a0 /
6.	Finance, Accounting and Costing	\u25a0 /
7.	Legal and Regulatory Compliance	\u25a0 /
8.	Corporate Governance	\u25a0 /
9.	Human Resource Management	\u25a0 /
10.	Risk Mitigation Planning and Management	\u25a0 /

Board Competency Matrix:

Board of Director	1.	2.	3.	4.	5.	6.	7.	8.	9.	10.
Mr. Rajesh Nanalal Shah	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	-	\u25a0 /	\u25a0 /	\u25a0 /
Mr. Divyam Rajesh Shah	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /
Ms. Barkharani Harsh Nevatia	\u25a0 /	-	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /
Ms. Daisy Cyril Dsouza	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	-	\u25a0 /	-	\u25a0 /	\u25a0 /	\u25a0 /
Mr. Vaibhav Chetan Shah	\u25a0 /	-	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /	\u25a0 /

2.7. independent Directors:

In the opinion of the Board of Directors of the Company and on the basis of the declarations furnished by the Independent Directors, all the Independent Directors of the Company fulfill the criteria and conditions as specified under Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013.

During the financial year 2024-25 there was no resignation of any Independent Director.

independent Directors Meeting:

Schedule IV of the Companies Act, 2013 and the Rules made thereunder mandates that the Independent Directors of the Company hold at least one meeting in a year without the attendance of non-independent Directors and Members of the Management. It is recommended that all the Independent Directors of the Company be present at such meetings. These meetings are expected to review the performance of the non-independent Directors and the Board as a whole as well as the performance of the Chairman of the Board taking into account the views of the executive Directors and non-executive Directors, assess the quality, quantity and timeliness of the flow of information between the Management and the Board that is necessary for it to effectively and reasonably perform its duties.

At such meetings, the independent Directors discuss, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition, strategy, leadership, strengths & weaknesses, governance, compliance, Board movements, human resource matters and performance of the executive members of the Board including the Chairman.

Following are the Members of independent Directors meeting:

Name of Directors	Category
Ms. Barkharani Harsh Nevatia	I & NED
Mr. Vaibhav Chetan Shah	I & NED
Ms. Daisy Dsouza	I & NED

During the year under review, meeting of Independent Directors was held on March 15, 2025 and was attended by all the Independent Directors. The meeting was held in compliance with the requirements of Schedule IV of the Companies Act, 2013. Following items were considered at the said meeting:

a. Presentation on familiarising the Independent Directors with operations of the Company;

b. Performance review of Non-Independent Directors, Board as a whole and Chairman of the Company;

c. Assess the quality, quantity and timeliness of flow of information between Company Management and the Board.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (7) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

The Company had issued formal letter of appointment to all Independent Directors alongwith terms and conditions and the draft of the same is placed on the website of the Company.

The details of the familiarisation program of Independent Directors have been put on the website of the Company.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel and the same is available on Companys website.

The Company has adopted a Whistle Blower Policy and the same is available on Companys website.

The Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the Company to familiarise the Independent Directors with the Company, their roles, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various programmes. The details of familiarisation programs imparted to the Independent Directors by the Company is placed on the Companys website, the web link of the same is https://www.eurobondacp.com/investor-relations

prevention of insider trading:

The Company has devised and adopted Code of Conduct to regulate, monitor and report trading in Companys securities by persons having access to unpublished price sensitive information of the Company. Company Secretary is the Compliance Officer for the purpose of this code. During the year, there has been due compliance with the code by the Company and all insiders and requisite disclosures were made to the Stock Exchanges from time to time.

3. BOARD COMMITTEES:

At present, the Board has six committees namely the Audit Committee, the Stakeholders Relationship Committee, the Nomination & Remuneration Committee, the Risk Management Committee, Corporate Social Responsibility Committee and the Management Committee.

3.1. AUDIT COMMITTEE:

The Companys Audit Committee has been constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

During the year under review, Six (6) meetings of the Audit Committee were held on May 21, 2024, August 31, 2024, September 25, 2024, November 12, 2024, January 10, 2025 and March 15, 2025. The time gap between two consecutive Audit Committee Meetings does not exceeded maximum permissible time gap of 120 days. The Company Secretary of the Company acts as the Secretary to the Committee.

The Audit Committee comprises of below mentioned Directors and their attendance was as under:

Name of Directors	Designation	Category	No. of Meetings Attended
Mr. Vaibhav Chetan Shah	Chairman	I & NED	6
Ms. Barkharani Harsh Nevatia	Member	I & NED	6
Mr. Rajesh Nanalal Shah	Member	MD	6

All Members are financially literate and have expertise in accounting and related financial management field.

Terms of Reference:

The terms of reference to the Audit Committee include:

(I) Powers of Audit Committee:

The Audit Committee shall have, inter alia, following powers:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

(II) Role of Audit Committee:

The role of the Audit Committee shall, inter alia, include the following:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval for payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower Mechanism;

19. Approval of appointment of Chief Financial Officer (i.e. the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

(Ill) Review of information by Audit Committee:

The Audit Committee shall mandatorily review, inter alia, the following information:

1. Management Discussion and Analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the Management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal Audit Reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

Further, the Audit Committee has full access to information contained in the records of the Company in connection with investigation into any matter in relation to its terms of reference or as may be referred to it by the

3.2. NOMINATION AND REMUNERATION COMMITTEE:

The Companys Nomination & Remuneration Committee has been constituted in accordance with the provisions of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.

The Committee consists of Three (3) Non-executive Directors. The Chairperson of the Committee is an Independent Director. The Company Secretary of the Company acts as the Secretary to the Committee.

During the year under review, four (4) Meetings were held on April 03, 2024, May 21, 2024, August 31, 2024 and January 10, 2025.

The attendance records of the Members at the meeting are as under:

Name of Directors	Designation	Category	No. of Meetings Attended
Ms. Barkharani Harsh Nevatia	Chairperson	I & NED	4
Mr. Vaibhav Chetan Shah	Member	I & NED	4
Ms. Daisy Dsouza	Member	I & NED	4

The terms of reference:

(a) The Committee shall identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

(b) The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

(c) The Committee shall, while formulating the policy shall ensure that:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Performance evaluation criteria for Independent Directors are laid down in the Policy on Board evaluation and more specifically the following:

• Attendance and participation.

• Help in bringing independent judgment on Boards deliberations.

• Independent judgment on strategy, performance, risk management, etc.

• Objectivity & constructivity while exercising duties.

• Safeguarding interests of minority shareholders.

(d) Whether to extend or continue the term of appointment of the independent Director, on the basis of the report of performance evaluation of independent Directors.

(e) Devising a policy on diversity of board of Directors.

(f) For every appointment of an independent Director, the Nomination and Remuneration 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 to the Board for appointment as an independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

1. use the services of an external agencies, if required;

2. consider candidates from a wide range of backgrounds, having due regard to diversity; and

3. consider the time commitments of the candidates.

(g) Recommend to the board, all remuneration, in whatever form, payable to senior management.

As required under regulation 19(l)(b) of the Listing Regulations, all the Directors of the Nomination and Remuneration Committee shall be non-executive.

Remuneration to Executive Director/s:

Payment of remuneration to executive Directors, Mr. Rajesh Nanalal Shah, Managing Director and Mr. Divyam Rajesh Shah, Whole Time Director is governed by the respective agreements executed between each of them with the Company subject to the provisions of Schedule V of the Companies Act, 2013 for the Financial Year ended March 31, 2025.

Details of Remuneration debited to profit & Loss Account: Name of Directors	Salary & Perquisites	Performance Linked Bonus	Total	Service Tenure
Mr. Rajesh Nanalal Shah	144.00 Lakhs	Nil	144.00 Lakhs	Upto August 25, 2026
Mr. Divyam Rajesh Shah	69.00 Lakhs	Nil	69.00 Lakhs	Upto August 25, 2026

Remuneration to Non-Executive Directors:

The Fees paid to Non-Executive Directors for attending Meetings of Board of Directors as well as Committees of the Board, as decided by the Board, are within the limits prescribed by the Companies Act, 2013.

The sitting fees paid to Non-executive Directors for the year under review is as under:

Sitting Fees paid: Name of Non-Executive Directors	Sitting Fee (?)
Ms. Barkharani Harsh Nevatia	1,00,000
Mr. Vaibhav Chetan Shah	1,00,000
Ms. Daisy Dsouza	1,00,000
Total	3,00,000

3.3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Companys Stakeholders Relationship has been constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.

The Committee consists of Three (3) Directors. Ms. Barkharani Harsh Nevatia, Non-executive Director is the Chairperson of the Committee. The Company Secretary of the Company acts as the Secretary to the Committee. Ms. Sonal Desai, Company Secretary of the Company is the Compliance officer of the Company

During the year under review, One (1) meeting of the Stakeholders Relationship Committee was held on January 10, 2025.

The attendance records of the Members at the meeting are as under: Name of Directors	Designation	Category	No. of Meetings Attended
Ms. Barkharani Harsh Nevatia	Chairperson	I & NED	1
Mr. Divyam Rajesh Shah	Member	WTD	1
Ms. Daisy Dsouza	Member	I & NED	1

There were 0 complaints pending at the beginning of year i.e. on April 1, 2024. No Complaint was pending at the end of year i.e. March 31, 2025.

No share transfer requests were pending at the beginning of the year i. e. on April 01, 2024 and at the end of the year i.e. March 31, 2025.

Terms of Reference:

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

3.4. RISK MANAGEMENT COMMITTEE:

The Company has form the Risk Management Committee w.e.f. March 15, 2025 in accordance with the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to consider the potential risks of the business of the Company and to plan for the mitigation of the same.

The Committee consists of Three (3) Directors. The Company Secretary of the Company acts as the Secretary to the Committee.

During the year under review, One (1) meeting of the Risk Management Committee was held on March 15, 2025.

The attendance records of the Members at the meeting are as under:

Name of Directors	Designation	No. of Meetings Attended
Mr. Rajesh Nanalal Shah	Chairman	1
Mr. Divyam Rajesh Shah	Member	1
Mr. Vaibhav Chetan Shah	Member	1

Terms of Reference:

1) Oversight of risk management performed by the executive management;

2) Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;

3) Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

4) Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

5) Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, and potential impact analysis and mitigation plan.

6) The Company has a Risk Management Framework to identify, monitor, mitigate and minimize risks.

3.5. Corporate Social Responsibility Committee Details

The Corporate Social Responsibility (CSR) Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Committee is responsible for formulating and recommending to the Board the CSR Policy of the Company, monitoring its implementation, and ensuring that the Company undertakes activities in line with its CSR obligations.

The Committee consists of three (3) Directors, and the Company Secretary acts as the Secretary to the Committee. During the year under review, two (2) meetings of the CSR Committee were held on May 21, 2024 and November 12, 2024.

The attendance records of the Members at the meeting are as under:

Name of Directors	Designation	No. of Meetings Attended
Mr. Rajesh Nanalal Shah	Chairman	2
Mr. Divyam Rajesh Shah	Member	2
Mr. Vaibhav Chetan Shah	Member	2

Terms of Reference:

The role of the committee shall inter-alia include the following:

1) Formulating and recommending the CSR Policy to the Board in line with Schedule VII of the Act.

2) Recommending the amount of expenditure to be incurred on CSR activities.

3) Monitoring implementation and progress of CSR projects and ensuring compliance with statutory requirements.

4) Reviewing and reporting the impact of CSR initiatives and placing updates before the Board.

3.6. Management Committee Details

The Management Committee of the Company has been constituted by the Board of Directors as a nonstatutory committee to facilitate and expedite decision-making in respect of operational and administrative matters. The Committee functions under the overall supervision of the Board and provides assistance in the efficient management of day-to-day affairs of the Company.

The same has been formed voluntarily by the Company to ensure effective management oversight.

The composition of the Committee is as follows: Name of Directors	Designation
Mr. Rajesh Nanalal Shah	Chairman
Mr. Divyam Rajesh Shah	Member
Ms. Krishna Rajesh Shah	Member

4. general body meeting and postal ballot: (a) (i) Details of last three Annual General Meetings are as under: Financial Year	Date	Time	Venue
2023 - 2024	28 th September 2024	04:00 P.M	Through Video Conference/Other Audio Visual Means
2022 - 2023	25 th September 2023	04:00 P.M	Through Video Conference/Other Audio Visual Means
2021 - 2022	09 th September, 2022	04:00 P.M.	Through Video Conference/Other Audio Visual Means

(ii) Details of the Extra-Ordinary General Meeting during the year are as under:

There was no Extra-Ordinary General Meeting during the financial year.

(b) (i) Special Resolutions passed in the last three Annual General Meetings:

The Company has passed below mentioned special resolutions in the last three Annual General Meetings (AGM):

Sr. No.	Date of AGM	Subject matter
01	September 28, 2024	NA
02	September 25, 2023	Revision of Managerial Remuneration of Mr. Rajesh Nanalal Shah Revision of Managerial Remuneration of Mr. Divyam Rajesh Shah
03	September 09, 2022	NA

(ii) Special Resolutions passed in the Extra-Ordinary General Meetings during the year:

There was no Extra-Ordinary General Meeting during the financial year.

(c) Postal Ballot:

During the Financial Year 2024-25, the following resolutions were passed through postal ballot by the members of the Company on February 20, 2025.

Sr. No.	Particulars	Type of Resolution
1	To Approve Migration from National Stock Exchange of India Limited Emerge Platform to National Stock Exchange of India Limited Main Board.	Special Resolution
2	Direct Listing from National Stock Exchange of India Limited Emerge Platform to BSE Limited Main Board	Special Resolution

Procedure adopted for Postal Ballot:

The Postal Ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the rules framed thereunder, and MCA Circulars. Ms. Kala Agarwal, a Practising Company Secretary, (FCS 5356; COP No. 5976), acted as Scrutiniser for conducting the Postal Ballot in a fair and transparent manner. The Scrutiniser submitted her report on February 20, 2025 after completion of scrutiny. Voting results are available on the website of the Stock Exchange and the Company.

5. MEANS OF COMMUNICATION:

The Quarterly (un-audited financial result) and Annual Audited Financial Result of the Company are electronically submitted on the online Portals - Electronic Application Processing System (NEAPS) and NSE respectively, within 30 minutes of their approval by the Board pursuant to the provisions of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same results are published in Free Press Journal and Navshakti Newspapers in accordance with the provisions of Listing Regulations with Stock Exchanges and also posted on the Website of the Company i.e. www.eurobondacp.com.

6. general shareholders INFORMATION:

(a) Annual General Meeting:

Day & Date : Monday, September 15, 2025

Time : 11:00 A.M.

Place/Venue : 12 th Floor, Borivali Sheela CHS Ltd, Solitaire Business Center, Opp

Ajanta Talkies, Borivali West, Mumbai - 400092

(b) Financial Calendar: For quarter ending on June 31 2025.	Unaudited Financial Results will be declared within 45 days from the end of the quarter.
For quarter ending on September 30 2025.	Unaudited Financial Result will be declared within 45 days from the end of the quarter.
For quarter ending on December 31, 2025.	Unaudited Financial Result will be declared within 45 days from the end of the quarter.
For quarter ending on March 31, 2026.	Audited Financial Result will be declared within 60 days from the end of Financial year 2025-2026.
Annual General Meeting for the Financial Year ending on March 31, 2026.	On or before September 30, 2026.

(c) Book Closure:

The Share Transfer Books and the Register of Members will remain closed from Tuesday, September 09, 2025 to Monday, September 15, 2025 (both days inclusive) for the purpose of Annual General Meeting.

(d) Listing on Stock Exchanges & Stock Codes:

Equity Shares of the Company was listed on the SME platform of the National Stock Exchange of India Limited for the financial year ending March 31, 2025. However, with effect from August 01, 2025, your Company has been migrated from NSE Emerge and listed on the NSE Main Board and BSE Limited.

The Scrip Code/Symbol on BSE is 544461 and on NSE is EUROBOND.

The ISIN Number of Company is INE505V01016.

The Company has paid listing fees to National Stock Exchange of India Ltd. for the Financial Year 20252026.

The Company has paid custody fees to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the Financial Year 2025-2026.

(e) Corporate Identity Number (CIN):

CIN of the Company allotted by the Ministry of Corporate Affairs, Government of India is L28931MH2013PLC251176.

(f) Share Transfer System:

The Shares send for transfer are generally registered and disposed of within a period of 15 days from the date of receipt, if the documents are complete in all respects. The Stakeholders Relationship Committee is authorised to approve the Share Transfers.

The Companys shares are traded on the Stock Exchanges in the compulsory dematerialised form. Shareholders are requested to ensure that their Depository Participants (DPs) promptly send physical documents, i.e. Dematerialization Request Form (DRF), Share Certificates, etc. to the RTA by providing the Dematerialization Request Number (DRN). Documents for transfer in the physical form, i.e., the Transfer Deeds, Share Certificates, etc., should similarly be sent to the RTA.

(g) Dematerlization:

As on March 31, 2025, 2,45,00,000 Equity Shares of the Company (representing 100 % of the total shares) were held in the dematerialised form. Shares of Company are listed on the One stock exchange with nationwide terminal viz. NSE with effect from December 24, 2021.

The shares are frequently traded on this exchanges.

(h) Stock Data:

Monthly Volume and High, Low & Close of Market price of Companys Equity Shares traded on the National Stock Exchange of India Limited, Mumbai during the period ended on March 31, 2025 were as under:

Month	High (Rs.)	Low (Rs.)	Close (Rs.)	Volume (No. of Shares) in Lakhs
April 2024	203.90	165.05	182.00	1.85
May 2024	202.00	175.50	187.00	2.65
June 2024	230.00	171.00	203.90	7.47
July 2024	214.80	198.00	198.70	2.79
August 2024	204.00	182.00	195.55	1.45
September 2024	212.00	182.35	196.00	2.12
October 2024	203.75	180.00	189.50	1.31
November 2024	212.00	182.05	191.00	0.91
December 2024	199.50	175.00	194.90	3.43
January 2025	199.75	167.50	170.00	2.50
February 2025	187.80	150.00	154.40	1.49
March 2025	177.40	144.85	157.50	3.18

Source: NSE Website

Distribution Schedule on Number of shares as on March 31, 2025:

Category (Equity Shares)	No. of Shareholders	% of Shareholders	No. of Shares held	% Shareholding
501 to 1000	401	37.37	401000	1.64
1001 to 2000	371	34.58	742000	3.03
2001 to 3000	48	4.47	144000	0.59
3001 to 4000	42	3.91	168000	0.68
4001 to 5000	22	2.05	110000	0.45
5001 to 10000	85	7.93	659000	2.69
10001 to 99999999999	104	9.69	22276000	90.92
Total	1073	100	24500000	100

(j) Shareholding Pattern as on March 31, 2025 was as under:

Category	No. of Shares Held	% of Holding
(A) Promoter & Promoter Group Holding
Individuals /HUF	14963000	61.07
Bodies Corporate	565000	2.31
Sub Total (A)	15528000	63.38
(B) Public shareholder
Institutions (Domestic)
Alternate Investment Funds	332000	1.36
Institutions (Foreign)
Foreign Portfolio Investors Category I	218000	0.89
Central Government / State Government(s)
Resident Individuals holding nominal share capital up to Rs. 2 lakhs	2505333	10.23
Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	4858667	19.83
Non-Resident Indians (NRIs)	350000	1.43
Bodies Corporate	167000	0.68
Any Other (specify)	541000	2.21
Sub Total (B)	8972000	36.62
Total Sub (A+B)	24500000	100

(k) Reconciliation of Share Capital Audit Report:

In terms of the directives of the Security and Exchange Board of India, Reconciliation of Share Capital Audit is being undertaken by a qualified practicing Company Secretary, on a quarterly basis.

The Company is on a regular basis submitting Reconciliation of Share Capital Audit Report, in terms of the provisions of Clause 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, certified by Practicing Company Secretary to Stock Exchanges.

(l) Unclaimed Shares dividend:

Your Company has not declared any dividend.

(m) Plant Locations:

City Survey No NA 124/4/1 & City Survey No NA 780/2, Manekpur, Khattalwada Road, Sanjan, Umbergaon, Valsad - Gujarat- 396120

(n) Compliance Officer:

The Board of Directors has designated Ms. Sonal Dharmin Desai, Company Secretary as the Compliance Officer of the Company.

(o) Address for Correspondence:

Euro Panel Products Limited

Secretarial Department CIN: L28931MH2013PLC251176 12 th Floor, Borivali Sheela CHS Ltd,

Solitaire Business Center,

Opp Ajanta Talkies, Borivali West,

Mumbai - 400092 Tel : + 91 022- 29686500 E-mail: cs@eurobondacp.com Website: www.eurobondacp.com

Shareholders of the Company can lodge their complaints on E-Mail ID: cs@eurobondacp.com

(p) Address of Registrar & Share Transfer Agents:

MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited)

C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai -400083.

Telephone No.: +91 22 4918600 E-mail: rnt.helpdesk@in.mpms.mufg.com

(q) Credit Ratings:

During the year, the Company received ratings from CRISIL. The ratings were CRISIL BBB/Stable (Upgraded from CRISIL BBB-/Positive) for Long Term Ratings and CRISIL A3+ (Upgraded from CRISIL A3) for Short Term Rating.

Further, the Company received its revised ratings from CARE Ratings Limited (CARE). CARE has assigned its ratings on the bank facilities of the Company which are CARE BBB+; Stable Positive for Long Term Ratings and CARE BBB+; Stable / CARE A3+ for Short Term Rating.

The Company continues to benefit from its established brand Eurobond and Promoters extensive experience in manufacturing of the Aluminum Composite Panels (ACP).

(r) Management Discussion and Analysis Report:

Management Discussion and Analysis Report will be part of Annual Report.

(s) General Disclosures:

I) Related Party Transactions

(i) A summary of transactions with related parties, in the ordinary course of business and at arms length is placed before the Audit Committee every quarter;

(ii) There were no material individual transactions with related parties that were not in the ordinary course of business and at arms length during the Financial Year ended March 31, 2025;

(iii) There were no material significant transactions during the Financial Year with related parties such as the Promoters, Directors, Key Managerial Personnel, Relatives or Subsidiaries that could have potential conflict of interest with the Company;

(iv) The mandatory disclosure of transactions with related parties, in compliance with the Indian Accounting Standard (IndAS-24), forms part of this annual report;

(v) Related Party Transactions policy of the Company can be accessed on the Companys website www.eurobondacp.com

II) Capital Market non- compliances, if any:

There were no instances of non-compliance by the Company on any matter relating to the capital markets during the past three years;

III) Vigil Mechanism/ Whistle-blower Policy:

The Company has a Whistle-blower Policy which can be accessed on the Companys website www. eurobondacp.com . It is affirmed that no personnel has been denied access to the Chairman of the Audit Committee in terms of the policy.

During the Financial Year, Nil complaint was received by the Whistle Committee and reported to the Audit Committee.

Action recommended by the Whistle Committee/ Audit Committee has been implemented by the management.

IV) Policies

In accordance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has formulated the applicable policies which can be accessed on the Companys website www.eurobondacp.com .

The Company has formulated a Code of Conduct for Prevention of Insider Trading in the shares of the Company for Directors and other identified persons in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment), Regulations, 2018. The Code of Conduct for Prevention of Insider Trading, Code of fair disclosure of Unpublished Price Sensitive Information and Policy and procedure for inquiry in case of leak of Unpublished Price Sensitive Information can be accessed on the Companys website www.eurobondacp.com

V) independent Directors Meeting

Independent Directors met on March 15, 2025 to review the performance of the Non-Independent Directors and the Board as a whole, performance of the Chairperson and quality, quantity and timeliness of information exchange between the Company Management and the Board.

Vi) Board Evaluation

The Company has put in place a Board Evaluation process.

Vii) Sexual Harassment at Workplace

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any sexual harassment complaint during the Financial Year under review.

Viii) internal Controls

The Company has put in place adequate Internal Control Systems and Procedures including adequate financial controls with reference to the financial statement.

IX) Certificate from Company Secretary in Practice regarding Directors disqualification under the Act etc.

A certificate from a Company Secretary in practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is attached and forms part of this report.

X) Fee to Statutory Auditors:

Total fees for all services paid by the Company, to the statutory auditor is mentioned in Notes to Accounts.

Xi) Committee Recommendations

There have been no instances where the Board had not accepted any recommendation of submission by any committee which is mandatorily required, in the Financial Year 2024-2025.

	For Euro Panel Products Limited
	Sd/-
	Rajesh Nanalal Shah
Place: Mumbai	Chairman & Managing Director
Date: August 14, 2025	(DIN: 02038392)