Sylvan Plyboard (India) Ltd Directors Report

THE MEMBERS OF

SYLVAN PLYBOARD (INDIA) LIMITED

The Directors are pleased to present the Twenty-Third Annual Report of the Company, along with the audited financial statements for the year ended March 31, 2025.

01. FINANCIAL RESULT:

The highlights of the Companys financial performance for the year ended March 31, 2025, compared to the previous year, and are summarized below:

Particulars	Financial Year Ended
	31st March 2025	31st March 2024
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from Operation	24,201.36	22,325.65
Other Income	149.68	161.85
Total Income	24,351.04	22,487.50
Profit/loss before Depreciation, Finance Costs, Tax & Extraordinary items	2,255.80	1,979.06
Less: Depreciation / Amortization / Impairment	304.04	237.37
Profit/(loss) before Finance Costs, Tax & Extraordinary items	1,951.76	1,741.69
Less: Finance Costs	1,046.93	859.03
Profit/loss before Tax & Extraordinary items	904.83	882.66
Add/(less): Extraordinary items	-	-
Profit/loss before Tax (PBT)	904.83	882.66
Less: Tax Expense (Current & Deferred)	214.97	273.23
Profit/loss after tax (PAT)	689.86	609.43

02. FINANCIAL PERFORMANCE:

During the financial year 2024-25, the Company achieved a total turnover of ?24,351.04 lakhs, marking a continued upward trajectory from ?22,487.50 lakhs in 2023-24. This growth underscores the Companys sustained market momentum and strategic execution across its operating segments.

The Companys revenue growth in FY 2024-25 reinforces its operational resilience, customer-centric approach, and ability to respond to evolving market dynamics through targeted investments and strategic agility.

In FY 2024-25, the Company recorded a Gross Margin of 28.05%, reflecting prudent cost control measures, higher operational capacity utilization, and stable input prices. This marks an improvement from 26.47% in the previous financial year. The EBITDA margin improved to 8.42%, up from 8.17% in FY 2023-24, supported by scale benefits and disciplined overhead management. Similarly, operational margin rose to 7.17%, signifying enhanced operating leverage and better cost absorption across manufacturing units.

On the bottom line, the Company maintained steady profit conversion. Profit Before Tax (PBT) as a percentage of revenue stood at 3.72%, slightly lower than the 3.93% recorded in FY 2023-24, due to increased finance charges owing to regulatory changes in MSME payments and higher import of Raw Materials. However, Profit After Tax (PAT) improved to 2.83%, indicating efficient tax planning and operational robustness. Compared to FY 2023-24, when PAT margin was 2.71%, the Company has demonstrated a significant strengthening of profitability over time.

Overall, the progressive improvement across gross, operating, and net margins underscores the Companys continued focus on long-term financial sustainability, cost efficiency, and value creation for stakeholders.

Moving forward, management is optimistic about continuing this growth. Our strategy focuses on key areas like product innovation, market expansion, and further improving operational efficiencies. Supported by a robust business model, a dedicated team, and a strong brand, the company is poised to create greater value for its stakeholders in the future.

03. BRIEF DESCRIPTION OF THE STATE OF THE COMPANYS AFFAIRS

Sylvan Plyboard (India) Limited has consolidated its standing as a trusted brand in the Indian wood panel industry, offering a broad range of plywood, blockboard, flush doors, veneers, and sawn timber. The Companys operations are anchored by an extensive distribution network of dealers and sub-dealers, ensuring strong presence across both urban and semi-urban markets.

During the year, the Company sharpened its focus on process integration and quality assurance, with most manufacturing activities carried out in-house. Key operational facilities such as in-house resin production, continuous press technology, automated material handling, and robust laboratory testing have strengthened product reliability while reducing external dependencies. The proximity of our plant to the Kolkata Port Trust continues to provide a logistical advantage for raw material imports, enhancing supply chain efficiency.

Plywood remains the principal revenue contributor, supported by over a dozen product variants spanning multiple thicknesses and applications. The portfolio addresses diverse customer requirements—from premium, high-durability panels to value-driven utility grades—and includes specialized categories such as Boiling Water Proof (BWP) and Boiling Water Resistant (BWR) products.

Compliance and sustainability are at the core of our operating framework. The Companys products are certified under key BIS standards (IS 303, IS 710, IS 2202, IS 1659, IS 5509, IS 10701), and our facilities hold ISO 9001, ISO 14001, and ISO 45001 certifications, reinforcing our commitment to quality, environmental responsibility, and workforce safety. In parallel, we continue to strengthen our Research & Development capabilities, with batch-wise testing and innovation initiatives aimed at enhancing durability, performance, and value creation.

Looking ahead, Sylvan is focused on leveraging new capacity, strengthening its brand, and expanding reach in regulated markets. With a sharper emphasis on compliance, innovation, and sustainability, the Company is positioned to deepen its leadership role and deliver consistent value to stakeholders.

04. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

As of March 31, 2025, the Company has no subsidiary, joint venture, or associate companies

05. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any funds to the Investor education and protection Fund.

06. TRANSFER TO RESERVE:

The Board of Directors has decided not to transfer any amount to the reserves for the year under review.

07. DIVIDEND:

The Board of Directors, after considering all relevant factors, has decided it would be prudent not to recommend any dividend for the year under review.

08. PUBLIC DEPOSITS:

During the year under review, your company has neither invited nor accepted or renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not accepted any deposits within the scope of Section 73 of the Companies Act, 2013 (hereinafter referred to as the Act) and the Rules framed thereunder during the year under review.

09. DIRECTORS RESPONSIBILITY STATEMENT: -

As required under Section 134(5) of the Companies Act, 2013, your Directors confirm that they have:

a. in the preparation of annual accounts for the year ended 31 st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and the profit and loss of the company for that period;

c. 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;

d. prepared the annual accounts on a going concern basis;

e. laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively;

10. SHARES

a) Buyback of Securities - There were no buybacks of securities by the Company during the year under review.

b) Sweat Equity - The Company did not issue any sweat equity shares during the year under review.

c) Bonus Shares - No bonus shares have been issued during the year under review,

d) Employee Stock Options - No stock option schemes were provided to employees by the Company during the year under review.

11. CAPITAL STRUCTURE:

At present, the Authorized Share Capital of the Company is ?30,00,00,000, divided into 3,00,00,000 Equity Shares of ?10 each.

At present, the issued, subscribed and paid up share capital of the Company is ^19,37,48,300 divided into 1,93,74,830 equity shares having face value of ?10 each.

All Equity Shares of the Company rank pari-passu in all respects.

No Preference Shares or Debentures were allotted during the year.

12. LISTING OF SHARES

Your Company is listed at the SME platform of National Stock Exchange of India Limited. Your company has paid the requisite Annual Listing fees to the National Stock Exchange of India Limited, where its securities are listed.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors and Key Managerial Personnel as of March 31, 2025:

Sl.No Name	Designation	DIN/PAN
1 Jai Prakash Singh	Whole Time Director Cum Chairman	00655886
2 Anand Kumar Singh	Managing Director	00651384
3. Shakuntala Singh	Non - Executive Director	00656073
4. Rathin Kumar Ray	Independent Director	08139761
5. Pallab Samajdar	Independent Director	08157892
6. Amit Singhania	Independent Director	07205621
7. Shashi Kant Tiwari	Chief Financial Officer (CFO)	AEJPT8222J
8. Rajneesh Mishra	Company Secretary	ANHPM2489B

Appointment of Director:

During the year, Mr. Amit Singhania (DIN: 07205621) has been appointed as an Independent Director (under NonExecutive Category) for a period of five years with effect from August 26, 2024, following the resolution passed at the Annual General Meeting held on September 26, 2024.

Sr. no Name	DIN	Designation	Date	Nature of Change
1 Mr. Amit Singhania	07205621	Independent Director	August 26, 2024	Appointment

Composition of the Board:

As of March 31, 2025, the Board of Directors comprises:

• Two Executive Promoter Directors : Mr. Anand Kumar Singh and Mr. Jai Prakash Singh.

• One Non-Executive Director : Mrs. Shakuntala Singh.

• Three Independent Directors : Mr. Rathin Kumar Ray, Mr. Pallab Samajdar and Mr. Amit Singhania

Compliance and Disclosures:

Based on the confirmations received, none of the Directors are disqualified from being appointed under Section 164 of the Companies Act, 2013. All Directors have made the necessary disclosures as required under various provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pecuniary Relationship:

During the year under review, the Non-Executive Directors had no pecuniary relationships or transactions with the Company, except for the sitting fees, commission (if any), and reimbursement of expenses incurred for attending Board/Committee meetings.

Director Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Shakuntala Singh (DIN: 00656073), Director of the Company, is liable to retire by rotation and, being eligible, has offered herself for re-appointment. A resolution seeking the approval of shareholders for her re-appointment is included in the Notice of the 23rd Annual General Meeting of the company.

Independent Directors

Pursuant to Section 149 of the Companies Act, 2013, each Independent Director has submitted a declaration confirming that they meet the criteria of independence as specified under Section 149(6) of the Act and the associated Rules. There have been no changes in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have adhered to the Code of Conduct established by the Company, as well as the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013.

During the financial year 2024-25, a separate meeting exclusively for Independent Directors was convened on March 10, 2025, to discuss relevant matters without the presence of the Companys management.

Additionally, in compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed their compliance with the requirements under Rule 6(1) and 6(2) of the said Rules, including the inclusion of their names in the Independent Directors database maintained by the Indian Institute of Corporate Affairs, Manesar.

14. MEETING OF THE BOARD OF DIRECTORS

The Board of Directors met at regular intervals during the financial year ended 31st March 2025, to oversee the Companys overall strategy, monitor performance, ensure compliance, and uphold the highest standards of corporate governance. These meetings were held with proper notice and the agenda, along with relevant notes, were circulated well in advance to enable the Board to take informed decisions.

The Board is committed to upholding transparency, accountability, and integrity in its functioning and ensured that all discussions and decisions were aligned with the best interests of the Company and its stakeholders.

During the financial year under review, the Board of Directors convened 10 (Ten) meetings. The interval between any two consecutive meetings was within the statutory limits prescribed under the Companies Act, 2013. The details of these meetings, including the dates and attendance of Directors, are provided below:

Sr. No. Date of Meeting	No of Directors as on the date of the meeting	No. of Directors attended
1 03-04-2024	5	5
2 11-06-2024	5	5
3 15-06-2024	5	5
4 27-06-2024	5	5
5 19-07-2024	5	5
6 26-08-2024	5	5
7 21-09-2024	5	5
8 13-11-2024	6	6
9 17-12-2024	6	6
10 15-02-2025	6	6

Sr.No Name of the Director	No. of Meetings to be attended	No. of the meetings attended
1 Shri Anand Kumar Singh	10	10
2 Shri Jai Prakash Singh	10	10
3 Shri Shakuntala Singh	10	10
4 Shri Pallab Samajdar	10	10
5 Shri Rathin Kumar Ray	10	10
6 Shri Amit Singhania	3	3

15. COMMITTEE OF THE BOARD

The Board has constituted the following Committees, each with specific terms of reference and policies to oversee and manage particular areas of the Companys operations:

1) Audit Committee

The Audit Committee is constituted in compliance with Section 177 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time.

The Composition of the Audit Committee is as follows:

Sr. No Name	Designation	Category
1 Shri Amit Singhania	Chairman	Independent Director
2 Shri Rathin Kumar Ray	Member	Independent Director
3 Shri Pallab Samajdar	Member	Independent Director
4 Shri Jai Prakash Singh	Member	Whole Time Director

During the year under review, the Audit Committee held Six (6) meetings on April 25, 2024, July 19, 2024, August 26, 2024, September 18, 2024, November 13, 2024 and December 12, 2024. The attendance records of the Committee members for these meetings are as follows:

Sr.No Name	Status	No. of committee	No. of the Committee
		Meeting Entitled	Meeting attended
1 Amit Singhania*	Chairman	1	1
2 Rathin Kumar Ray**	Member	4	4
3 Pallab Samajdar,	Member	4	4
4 Jai Prakash Singh	Member	4	4

* Mr. Amit Singhania has been appointed as Chairman of the Committee with effect from November 14, 2024.

** Mr. Rathin Kumar Ray has been re-designated as a member of the Committee with effect from November 14, 2024.

2) Nomination & Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time.

The composition of the Committee is as follows:

S , r Name No	Designation	Category
1 Shri Pallab Samajdar	Chairman	Independent Director
2 Shri Rathin Kumar Ray	Member	Independent Director
3 Shri Amit Singhania	Member	Independent Director
4 Shri Jai Prakash Singh	Member	Whole Time Director
5 Smt Shakuntala Singh	Member	Non- Executive Director

During the year under review, the Nomination and Remuneration Committee held two (2) meetings on April 25, 2024 and August 26, 2024. The attendance records of the Committee members for these meetings are as follows:

S , r Name No	Status	No. of Committee Meeting Entitled	No of the Committee Meeting attended
1 Pallab Samajdar	Chairman	2	2
2 Rathin Kumar Ray	Member	2	2
3 Amit Singhania*	Member	-	-
4 Jai Prakash Singh	Member	2	2
5 Shakuntala Singh	Member	2	2

* Mr. Amit Singhania, became the member of Nomination & Remuneration Committee on November 14, 2024.

3) Stakeholder Relationship Committee

The Stakeholder Relationship Committee is constituted in accordance with Section 178 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time.

The composition of the Committee is as follows:

Sr. No Name	Designation	Category
1 Shri Pallab Samajdar	Chairman	Independent Director
2 Shri Rathin Kumar Ray	Member	Independent Director
3 Shri Amit Singhania	Member	Independent Director
4 Shri Jai Prakash Singh	Member	Whole Time Director

During the year under review, one (1) meeting of the Committee was held during the period ended 31 st March, 2025 on March 10, 2025 and the attendance records of the members of the committee are as follows:

Sr. No Name	Status	No. of Committee	No. of the Committee
		Meeting Entitled	Meeting attended
1 Pallab Samajdar	Chairman	1	1
2 Rathin Kumar Ray	Member	1	1
3 Amit Singhania	Member	1	1
4 Jai Prakash Singh	Member	1	1

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of this Report except the Company received demand notices from the Deputy Commissioner of Revenue, Large Taxpayer Unit, issued under Section 11 of the West Bengal Tax on Entry of Goods into Local Areas Act, 2012 (since repealed). These notices pertain to the financial years 2014-15, 2015-16, 2016-17, and the first quarter of 2017-18, demanding an aggregate sum of ?443.75 lakhs approximately, inclusive of interest. The company in response to the Notices of Demand has filed a Special Leave Petition (SLP) before the Honble Supreme Court of India on July 20, 2025. The matter is currently sub judice and pending adjudication before the Honble Supreme Court.

17. CREDIT RATING

The Company has received a credit rating from Acuite Ratings & Research Limited. The rating assigned is ACUITE BBB for Long Term (Stable) and ACUITE A3+ for Short Term, as per their report dated November 29, 2024.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS, OR TRIBUNALS

There have been no significant or material orders issued by any regulatory authority, court, tribunal, or quasi-judicial body affecting the going concern status of the Company or its future operations

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188

There have been no materially significant related party transactions undertaken by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on arms length basis and/or were in ordinary course of business.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval.

The particulars of contracts or arrangements with related parties, as required under Section 188 of the Companies Act, 2013, are provided in Form No. AOC-2 and are appended as Annexure - 1 to this report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company https://sylvanply.com/public/investor/Policy%20on%20Related%20Party%20Transactions.pdf

20. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS MADE UNDER SECTION 186

During the financial year, the Company did not provide any loans, guarantees, or investments as per Section 186 of the Companies Act, 2013. Consequently, the provisions of Section 186 are not applicable.

21. RISK MANAGEMENT POLICY

Risk management involves identifying and addressing threats that could significantly impact or impair the organization. This process includes reviewing the Companys operations, identifying potential risks, assessing their likelihood and impact, and implementing appropriate mitigation strategies. The Board of Directors has adopted a Risk Management Policy to minimize adverse effects on the Companys business objectives. The Board is regularly updated on risk assessment and mitigation procedures. Identified major risks are systematically addressed through ongoing mitigation actions.

Sylvan Plyboard (India) Ltd. follows a structured and proactive approach to risk management as an essential component of its governance framework. The Company has implemented a comprehensive Risk Management Policy that enables identification, evaluation, and mitigation of key risks that could affect its business operations, financial stability, reputation, and long-term objectives. These risks include operational disruptions, market volatility, raw material sourcing challenges, regulatory changes, and environmental impacts. The policy is reviewed periodically to address emerging risks and evolving industry dynamics. The Board of Directors, along with senior management, ensures that appropriate risk mitigation strategies are in place, thereby enhancing the Companys resilience and supporting sustainable value creation.

The policy on Risk Management Policy as approved by the Board of Directors is available on the website of the Company at https://sylvanply.com/public/investor/Risk%20Management%20Policy.pdf

22. NOMINATION AND REMUNERATION POLICY

Sylvan Plyboard (India) Ltd. has established a Nomination and Remuneration Committee (NRC) to uphold the highest standards of corporate governance by overseeing the appointment, evaluation, and remuneration of Directors, Key Managerial Personnel, and senior executives. The Committee is entrusted with formulating and periodically reviewing a comprehensive policy that defines the criteria for selection, appointment, and succession planning, ensuring that the Board comprises individuals with the requisite skills, expertise, and integrity.

The NRCs remuneration framework is designed to attract and retain talent by aligning compensation with individual performance, responsibility, and industry best practices, thereby promoting a culture of meritocracy and accountability. The Committee also oversees the evaluation process of the Board and its Committees to enhance effectiveness and contribute to the Companys strategic goals.

The Nomination and Remuneration policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under subsection (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson and the Independent Directors. The policy is regularly reviewed to reflect evolving regulatory requirements and emerging governance trends, ensuring sustained alignment with the Companys vision and stakeholder interests

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company at https://sylvanply.com/public/investor/Nomination%20and%20Remuneration%20Policy.pdf

23. STATUTORY AUDITORS:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the applicable provisions of the Companies (Audit and Auditors) Rules, 2014, as amended the members at the AGM held on September 26, 2024 approved appointment of M/s. Dokania S. Kumar & Co, Chartered Accountants (Firm Registration No. 322919E) as

Statutory Auditor of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the Twenty Seventh Annual General Meeting to be held in the calendar year 2029.

Your Company has received a confirmation from M/s. Dokania S. Kumar & Co., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of Section 141 of the Companies Act, 2013 and the Rules framed thereunder and that their appointment is within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013.

The reports provided by M/s. Dokania S. Kumar & Co., Chartered Accountants, on the financial statements of the Company for the year ended 31st March 2025 are included as part of this Boards Report.

24. REPORTING OF FRAUD :

The Auditors of the Company have not reported any fraud in accordance with the second proviso to Section 143(12) of the Companies Act.

25. COMMENT ON AUDITORS REPORT :

The Auditors report did not contain any qualifications, reservations, or adverse remarks.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

26. COST AUDITORS:

As per the provisions of Section 148 of the Companies Act, 2013, the Company is not required to appoint cost auditors for the financial year 2024-2025, as these provisions do not apply to the Company.

27. SECRETARIAL AUDITOR

During the year, the Company has appointed M/s Shubham Sinha & Associates, Practicing Company Secretaries (Firm Reg. No. S2023WB943900), a Peer Reviewed Firm (Peer Review Certificate No. 4929/2023), as a Secretarial Auditor pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for conducting secretarial audit of the company for the financial year 2024-25.

M/s Shubham Sinha & Associates have conducted the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith as Annexure - 2 .

The said report does not contain any reservation, qualification or adverse remark.

28. INTERNAL AUDITOR

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr. Mayank Poddar, Chartered Accountants, as the Internal Auditor of your Company for the year under review. The Internal Auditor conducts the internal audit of the functions and operations of the Company. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditors.

29. ANNUAL RETURN:

In accordance with Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the financial year 2024-2025 shall be made available on the Companys website. It can be accessed at https://sylvanply.com/

30. CORPORATE GOVERNANCE REPORT

The Company has consistently adhered to the principles of Good Corporate Governance and remains committed to the highest standards of compliance. As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to corporate governance, specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to listed entities that have their specified securities listed on the SME Exchange.

The Companys equity shares were listed on the SME Platform of NSE Emerge. Consequently, the Corporate Governance Report is not applicable to the Company for the financial year.

31. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, the details are as follows:

A) Conservation of Energy

(i) Steps Taken or Impact on Conservation of Energy:

• Use of Innovative Filter Technology with carbon and dust filters to reduce emissions during production.

• Installation of LED lighting, transparent roofing sheets, and turbo ventilators to conserve energy and reduce dependency on artificial sources.

• Replacement of older machines with energy-efficient equipment and adherence to preventive maintenance schedules.

• Effluent treatment plant operational, with treated water reused for landscaping.

• By-products from manufacturing are reused in blockboard production or as boiler fuel, supporting the Companys zero waste approach.

B) Technology Absorption

1. Efforts Made Towards Technology Absorption:

• Adoption of Vacuum Impregnation treatment for improved durability and resistance of plywood.

• Upgradation of pressing and sanding systems for better dimensional stability and productivity.

• Limited automation in material handling introduced to reduce manual errors and improve efficiency.

• Anti-Counterfeit Measures implemented by introducing QR codes to safeguard product authenticity.

• Continuous R&D and testing for quality improvements, including regular feedback integration from end- users.

2. Benefits Derived:

• Enhanced product quality and durability.

• Shorter production cycle times.

• Resource and cost efficiencies through improved processes.

3. Imported Technology:

• No new technology imported in the last three years; technical support obtained from local experts and machinery suppliers.

4. Expenditure on Research and Development:

• No major capital expenditure on R&D during the year

C) Foreign Exchange Earnings and Outgo

• Foreign exchange earnings: Nil

• Foreign exchange outgo: USD 106.89 Lakhs

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: -

As per the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company is required to undertake Corporate Social Responsibility (CSR) activities if it meets certain financial thresholds.

During the year Company was required to spend an amount of Rs. 11,57,807 (Rupees Eleven Lakhs Fifty-Seven Thousand Eight Hundred and Seven Only) towards CSR obligation and it has spent Rs. 12,08,701 (Rupees Twelve Lakhs Eight Thousand Seven Hundred and one Only) in the activities covered under Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The initiatives taken by the Company on CSR during the year as per the said rules has been annexed to this Report as Annexure - 3 .

33. VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors has approved a Vigil Mechanism/Whistle Blower Policy. This policy provides a formal mechanism for Directors, employees, and business associates to report any concerns related to unethical behavior, malpractices, wrongful conduct, fraud, or violations of the Companys code of conduct.

Under this policy, such concerns can be reported directly to the Chairman of the Audit Committee. The Company is committed to ensuring that any issues raised are thoroughly investigated and addressed in a fair and impartial manner.

The policy on vigil Mechanism and Whistleblower Policy as approved by the Board of Directors is available on the website of the Company at https://sylvanply.com/public/investor/Vigil%20Mechanism%20and%20Whistleblower%20Policy.pdf

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has adhered to the Secretarial Standards pertaining to Board meetings (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI). This compliance reflects the Companys commitment to maintaining high standards of corporate governance and transparency.

35. POLICY FOR DETERMINATION OF MATERIAL EVENTS

The Company has established a Policy for Determination of Materiality of Events/Information to enhance transparency and ensure that stakeholders are kept informed about significant and material events. This Policy aims to create a structured framework for the disclosure of events and information to the stock exchanges, as required under Regulation

30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It ensures that such disclosures are made to the Stock Exchanges in a timely and transparent manner.

The policy is accessible on the Companys website at

https://sylvanply.com/public/investor/Policy%20for%20Determination%20of%20Materiality%20of%20Events.pdf

36. HUMAN RESOURCES DEVELOPMENT

The Company recognizes that its Human Resources are a valuable asset. To foster employee growth and development, the Company organizes regular training sessions and various programs aimed at boosting employee morale and recognizing outstanding performance. Management engages with employees through multiple communication channels to ensure a transparent and supportive work environment.

The Company has consistently maintained a positive and cooperative relationship with its employees. By leveraging digital innovation, the Company enhances the efficiency of its business models, products, services, and processes, thereby delivering superior experiences to all key stakeholders, including customers, employees, investors, and the community.

37. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year under review, no employee received remuneration exceeding the limits prescribed under Section 197 of the Companies Act, 2013, and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the necessary disclosure regarding the remuneration of Directors and employees, as required under Section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is included as Annexure - 4 to this Report.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee and other applicable provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Policy on Sexual Harassment in workplace as approved by the Board of Directors is available on the website of the company at https://sylvanply.com/public/investor/Policy%20on%20Sexual%20Harrasment%20in%20Workplace.pdf

The Policy applies to all employees, including permanent, contractual, temporary staff, and trainees.

The Company conducts regular awareness and training programmes to sensitize employees about the provisions of the Policy, their rights, responsibilities, and the mechanism for reporting and addressing complaints.

For the financial year 2024-25, the following details pertain to sexual harassment complaints:

• Number of complaints received: NIL

• Number of complaints disposed of within the same year: NIL

• Number of complaints pending for more than 90 days: NIL

The Company remains committed to providing a safe and respectful work environment for all employees.

39. MATERNITY BENEFITS

The Company continues to comply with the provisions of the Maternity Benefit Act, 1961, and is committed to providing a supportive work environment for its women employees. Eligible female employees are entitled to maternity leave and related benefits as per applicable laws. The Company recognizes the importance of work-life balance and ensures that maternity-related entitlements are implemented in both letter and spirit.

40. GENDER WISE EMPLOYEE STRENGTH:

As on 31st March 2025, the gender-wise breakup of employees in the Company is as follows:

Sl. No Particulars	No. of Employees
1 Male Employees	223
2 Female Employees	22
3 Transgender	Nil
Total No. of Employees	245

41. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial controls with reference to the financial statements. During the year under review, these controls were tested, and no material weaknesses in the design or operation of these controls were identified.

Further, the certificate from Managing Director and Chief Financial Officer, in terms of Regulation 33(2) of the SEBI Listing Regulations, provided in this Annual Report as Annexure - 5 , also certifies the adequacy of our Internal Control systems and procedures.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE 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

The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

44. UTILISATION OF IPO PROCEEDS

During the year under review, the Company successfully utilised the entire proceeds raised through its Initial Public Offering (IPO) as on 31st March, 2025. The funds were deployed strictly in line with the objects of the issue as stated in the Prospectus, with no deviation or variation.

The utilisation of IPO proceeds has been reviewed and confirmed by the Audit Committee and further verified by the Statutory Auditors of the Company. With the full deployment of the IPO funds, the Company has strengthened its financial position and achieved the intended business objectives, thereby creating a strong foundation for sustainable growth and value creation for stakeholders.

45. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES

The Company has adopted a formal evaluation mechanism to assess the performance of the Board, its committees, and individual Directors. This evaluation process is comprehensive and covers various aspects, including:

• Composition of the Board and Committees

• Experience and competencies

• Performance of specific duties and obligations

• Attendance and contribution at Board, Committee, and General Meetings

• Preparedness for meetings

• Effective decision-making ability

• Knowledge of the sector in which the Company operates

• Understanding and management of risks

• Negotiation skills

• Initiative in maintaining corporate culture

• Commitment, dedication of time, leadership quality

• Attitude, initiative, responsibilities undertaken, and achievements

46. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THERE STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

47. ACKNOWLEDGEMENT:

The Directors acknowledge and appreciate the steadfast support and commitment of the Companys Unions and employees, which have been instrumental in the Companys success.

Additionally, the Directors extend their heartfelt thanks to the financial institutions, banks, government authorities, customers, vendors, and other stakeholders for their ongoing support and cooperation.

For and on Behalf of the Board For and on Behalf of the Board

Sylvan Plyboard (India) Limited Sylvan Plyboard (India) Limited

Sd/- Sd/-

Jai Prakash Singh Anand Kumar Singh

Chairman & Whole Time Director Managing Director

DIN: 00655886 DIN: 00651384

Date: 30/08/2025 Place: Kolkata

Sylvarih*

V bn* nihin bmrta

Annexure - 1

Form No. AOC-2

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of Particulars of Contracts/Arrangements entered into by the Company with Related Parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis:

Sl No. Name of Related Party and nature of relations hip	Nature of contract/arran gements/trans actions	Duration of contract/arrang ements/transact ions	Silent features of contract/arrangem ents/transactions including the value if any.	Justification for entering into such contracts or arrangements or transactions	Date of Approval by Board	Amount paid as advance if any	Date on which the special resolution was passed in the general meeting as require under section 188(1)
NIL

2. Details of material contracts or arrangement or transactions at arms length basis.

Sl No. Name of Related Party	Nature of relationship	Nature of contract/arrangem ents/transactions	Duration of contract/arrange ments/transactio ns	Silent features of contract/arrange ments/transacti ons including the value if any (Rs. In lakhs)	Date of Approval by Board	Amount paid as advance if any
1 Jai Prakash Singh	KMP	Remuneration	All the transactions were entered in the regular course of business of the Company	Rs. 30.00	11/06/2024	N.A
2 Jai Prakash Singh	KMP	Remuneration		Rs. 5.00	11/06/2024
3 Anand Kumar Singh	KMP	Rent Paid		Rs. 30.00	11/06/2024
4 Srishti Singh	KMP	Remuneration		Rs. 20.00	11/06/2024
5 Prithvi Singh	Relative of KMP	Salary		Rs. 6.00	17/12/2024
6 Priti Singh	Relative of KMP	Amount Outstanding		Rs. 5.00	13/11/2024
7 Shree Krishna Timber Co Pvt Ltd	Group Company	Rent Paid		Rs. 40.00	11/06/2024
8 Silvertoss Industries Pvt Ltd	Group Company	Rent Paid		Rs. 10.00	21/09/2024
9 Singh Suppliers Private Limited	Holding Company	Purchase/Sell		Rs. 5.00	11/06/2024
10 Singh Suppliers Private Limited	Holding Company	Corporate Guarantee		Rs. 11537	30/12/2023

Note: Form shall be signed by the persons who have signed the Boards Report

For Sylvan Plyboard (India) Ltd. Sd/-

Jai Prakash Singh

Chairman & Whole Time director

DIN: 00655886

Date: 30/08/2025 Place: Kolkata

For Sylvan Plyboard (India) Ltd. Sd/-

Anand Kumar Singh Managing Director DIN: 00651384