Dhabriya Polywood Ltd

Dear Members,

Your Directors are pleased to present the Thirty-Second Annual Report on the business and operation of the Company together with the audited financial statements for the year ended March 31, 2024.

1. Financial Performance of the Company

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 013 ("Act"). The summarized financial highlights are depicted below:

( In Lakhs)

2. Brief description of the Company's working during the year / State of Company's affair

The Annual Report also includes the Consolidated Financial Statements of the Company, which includes the result of the Company's subsidiaries; viz. Polywood Profiles Private Limited, Dynasty Modular Furnitures Private Limited and Polywood Green Building Systems Private Limited. At a consolidated level, your Company operates two segments of business viz. furniture & uPVC Doors,

Windows, PVC Profiles and D-Stona sheets and mouldings. At standalone level, your Company operates a single segment business viz. uPVC Doors, Windows, PVC Profiles and D-Stona sheets and mouldings.

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

The company's consolidated total income for the financial year 2023-24 is 21215.36 Lakhs, up by 23.73% over the previous year. The company's standalone total income for the financial year 2023-24 is 11358.81 Lakhs, up by 29.40% over the previous year. With the addition of new capacities and the introduction of new products, the company anticipates a positive demand momentum in the coming year.

During the year under review, the company registered a standalone Profit Before Tax (PBT) of

678.77 Lakhs as against 398.65 Lakhs in the previous year, reflecting a growth of 70.27% over the previous year. Profit before tax on a consolidated basis for the year 2023-24 stood at 1954.84 Lakhs as against 1092.89 Lakhs in the previous year, recording a growth of 78.87%.

During the year under review, the company registered a standalone Profit after tax (PAT) of 501.12 Lakhs as against 304.66 Lakhs in the previous year, reflecting a growth of 64.49% over the previous year. Profit after tax on a consolidated basis for the year 2023-24 stood at 1408.15 Lakhs as against 848.81 Lakhs in the previous year, recording a growth of 65.90%.

Interest cost for the financial year 2023-24 has increased to 475.71 Lakhs at a standalone basis as against 346.58 Lakhs during the previous year. On a consolidated basis, interest cost for the financial year 2023-24 stood at 508.70 Lakhs as against 401.18 Lakhs in the previous year. The increase in interest cost is on account of an increase in borrowings for working capital requirements.

On a consolidated basis, the Net Worth of the company as at March 31, 2024, stood at 8235.37 Lakhs as against 6884.13 Lakhs in the previous year. The Consolidated earnings per share (basic) for the year ended March 31, 2024, stood at 13.01 per share as against 7.84 per share for the year ended March 31, 2024.

On a standalone basis, the Net Worth of the company as at March 31, 2024, stood at 4846.63 Lakhs as against 4403.78 Lakhs in the previous year. The Standalone earnings per share (basic) for the year ended March 31, 2024, stood at 4.63 per share as against 2.81 per share for the year ended March 31, 2024.

3. Credit Rating

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

4. Dividend

The Board of Directors at their meeting held on May 22, 2024, have recommended payment of 0.50/- (Rupees Fifty Paise only) (5%) per equity share of 10 (Rupee Ten only) each as final dividend for the FY 2023-24. The proposed dividend, subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company, would result in appropriation of 54.12 Lakhs (inclusive of TDS).

During the year under review, The Board of Directors at their meeting held on May 25, 2023, have recommended payment of 0.50/- (Rupees Fifty Paise only) (5%) per equity share of 10 (Rupee Ten only) each as final dividend for the FY 2022-23 and as approved by the members in its 31^st AGM, the final dividend was paid to the Shareholders on 16^th October 2023 amounting to 54.12 Lakhs (inclusive of TDS).

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

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

5. Transfer to Reserves

During the year under review, the company has transferred 442.85 Lakhs to Reserves.

6. Share Capital

The authorized and paid-up share capital of the company as of March 31, 2024, stood at 1250.00 Lakhs and 1082.42 Lakhs respectively. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2024, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

7. Board of Directors

In accordance with the prevailing provisions of the Section 149 of the Companies Act, 2013 read with

Regulation 17 of the Listing Regulations, as amended from time to time, as on March 31, 2024, the Board of Directors comprises of Eight Directors (with Four Executive Directors and Four Independent Directors)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shreyansh Dhabriya (DIN 06940427), Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. A resolution seeking members approval for his re-appointment along with other required details forms part of the Notice of Annual General Meeting.

During the period under review, there were no changes to the Managing & Whole-time Directors of the Company. However, the current term of Executive Directors viz. Mr. Digvijay Dhabriya, Chairman & Managing Director, Mr. Mahendra Karnawat, Mrs. Anita Dhabriya, and Mr. Shreyansh Dhabriya, Whole-Time Directors would be expiring on 31st August 2019, accordingly, on the recommendation of the Nomination & Remuneration Committee, the Board has, subject to the approval of the shareholders in the ensuing Annual General Meeting, approved the reappointment of the aforesaid Executive Directors for a further period of five years i.e. w.e.f 01st September 2024 to 31st August 2029.

During the period under review, Mr. Anil Upadhyay has tendered his resignation from the office of Independent Director on 22nd May 2023 w.e.f closing of business hours of 25^th May 2023 due to his failing health. The second term of five years of Mr. Sharad

Kankaria, Mr. Padam Kumar Jain and Mr. Shiv Shanker would be expiring on 31st August 2024.

Further based on recommendation of Nomination & Remuneration Committee, the Board of Directors in its meeting held on August 30, 2024 appointed Mr. Ami Lal Meena, Mr. Anil Soni & Mrs. Sonika Gupta as Additional Directors in the category of Independent Directors for a period of five years with effect from 01st September 2024 to 31st August 2029. Their appointments are subject to approval of the Members at the ensuring General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard - 2 on General Meetings, a brief profile of the Directors proposed to be appointed/re-appointed is made available, as an Annexure to the Notice of the Annual General Meeting.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company has obtained a Certificate from CS Manish Sancheti (COP No. 8997), of M Sancheti & Associates Company Secretary in Practice and the Secretarial Auditor of the Company, certifying that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company by the Securities and Exchange Board of India or by the Ministry of Corporate Affairs or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2023-24.

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

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

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

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

The Board met Eight times during the year under review and has accepted all recommendations made to it by its various committees. The details of the number of meetings of the Board held during the Financial Year 2023-24 and the attendance of

Directors forms part of the Report on Corporate Governance.

9. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

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

KMP's of the Company.

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

(i) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures and the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013.

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

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

The Management Discussion and Analysis Report as required regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration

Compensation and Shareholder's/ Investor's

Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration/ Compensation Committee

3. Stakeholder's/ Investors Grievance Committee

4. Corporate Social Responsibility Committee

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

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and the Listing Regulations. The remuneration determined for Executive/Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

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

Company's Policy on Directors' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations is given as ANNEXURE ‘A' and forms an integral part of this report.

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on the regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report and is also available on the Company's Website at www.polywood.org.

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

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

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.

Your Company is having three subsidiaries. The separate audited financial statements in respect of each of the subsidiaries are also available on the website of the Company at www.polywood.org.

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

The performance in brief for the subsidiaries is given hereunder:

a. Polywood Profiles Private Limited: The Company is a Wholly owned subsidiary company of Dhabriya Polywood Limited, incorporated in the year of 2006. The Company is engaged in the business of manufacturing PVC Profiles. The Gross Revenue of the

Company for financial year 2023-24 stood at 7133.82 Lakhs compared with 6727.87 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at 826.66 Lakhs as against 461.26 Lakhs reported in the previous year.

The Company is a Wholly owned subsidiary company of Dhabriya Polywood Limited, incorporated in the year of 1995 and installed a project in Jaipur (Rajasthan) for manufacturing of Modular furniture, a wood substitute product which is mainly used for the manufacturing of Executive Table, Storage, Workstation, Kitchen cabinet, Wardrobe,

Computer table etc. The Company's product has been selling under its registered brand name "DYNASTY". The Company has constant quality control policies due to which the brand name of the Company "DYNASTY" has been well established in the market. The product has been accepted nationwide and its demand is reaching leaps and bounds for its quality, durability, easy handling and low cost. The Company has experienced manpower to design and develop new products and a hard-working production team to meet the ever-increasing demand of the market. All these factors have contributed to the astonishing success of the

"DYNASTY" Modular furniture all over India.

The Gross Revenue of the Company for the financial year 2023-24 stood at 3402.97 Lakhs compared with 2109.42 Lakhs in the previous year. Total Comprehensive Income After Tax for the year stood at 126.20 Lakhs as against 78.55 Lakhs reported in the previous year.

The Company is a subsidiary company of Dhabriya Polywood Limited, incorporated in the year 2012. The Company is engaged in the business of trading uPVC Doors and Windows and PVC Profiles. The Gross Revenue of the Company for financial year 2022-23 stood at 201.51 Lakhs compared with 246.79 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at 2.03 Lakhs as against 9.00 Lakhs reported in the previous year.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries is given as

ANNEXURE ‘E' and forms an integral part of this report.

In terms of the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Tambi Ashok & Associates, Chartered Accountants (Firm Registration No. 005301C), have been appointed as Statutory Auditors of the Company to hold office from the conclusion of 27^th Annual General Meeting till the conclusion of 32nd Annual General Meeting to be held during calendar year 2024. They have audited the Financial Statements of the Company for the financial year 2023-24. The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The current term of present Statutory Auditors will be ending on conclusion of Annual General Meeting (AGM) of the Company to be held on 2024.

Therefore, M/s Narendra Sharma & Co., Chartered Accountants, (Firm Registration No: 004983C), were appointed as Statutory

Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of 37^th Annual General Meeting to be held during calendar year 2029. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Statutory Auditors of the Company. Accordingly consent of the members is being sought for their appointment as the statutory auditors of the Company.

In terms of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s M Sancheti & Associates, a firm of Company Secretaries in Practice (C.P. No. 8997) to undertake the Secretarial Audit of the Company and its material subsidiaries. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE ‘B' and forms part of this report. No adverse comment has been made in the said report by the Practicing Company Secretary for the Company as well as its material subsidiaries. The report is self-explanatory and do not call for any further comments.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company and the Secretarial Audit Report of Material Subsidiaries of the Company which forms part of this Report and are uploaded on the website of the Company i.e. www.polywood.org.

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

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

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

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provision of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2023-24.

According to Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, every company specified in item (B) of rule 3 shall get its cost records audited in accordance with these rules if the overall annual turnover of the company from all its products and services during the immediately preceding financial year is rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is rupees thirty five crore or more.

Since, at the end of March 31, 2024 the Company has breached the overall turnover of rupees one hundred crore or more so company needs to appoint Cost Auditor as required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, to conduct the Audit of the Cost Accounting records for the financial year 2024-25.

Therefore, on the recommendation of the Audit Committee, the Board at its meeting held on August 09, 2024 has appointed M/s Gaurav Jain & Associates, Cost Accountants (FRN: 004160) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2024-25. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s Gaurav Jain & Associates, Cost Accountants (FRN: 004160) for the financial year 2024-25 for the ratification by the Members in the ensuing Annual General Meeting.

The company has put in place adequate internal financial control procedures commensurate with its size, complexity and nature of business. The company has identified and documented all key financials controls which impact the financial statements as part of its Standard Operating Procedures. The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and also independently by the Internal Auditor.

Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls, and these are in turn reviewed at regular intervals.

Based on the review, nothing has come to the attention of Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year.

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in conformity with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate the reporting of genuine concerns about unethical or improper activity, without any fear of retaliation.

The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees' direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at www.polywood.org. During the year under review, your Company did not receive any complaint under the whistle blower mechanism.

20. Risk Management

In today's economic environment, Risk

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

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

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

(b) Commodity & Raw Material Price Risk Risk of price fluctuation on basic raw materials like PVC resin as well as finished goods used in the process of manufacturing. This may lead to rise in input cost in turn putting pressure on the

Company's margin and profitability.

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

(c) Quality Risk

Inability to maintain the quality of the products as well as adhered to relevant quality standards might have an adverse impact on the

Company's reputation as well as financial position.

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

With the advent of technology, the need for enhanced systems and processes to boost operational efficiency and provide better customer satisfaction has surged. The company may face difficulties if it fails to adapt to a changing environment.

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

Competition can be aggressive on prices or trade promotions. Competition can invest more in advertising to gain consumer mindshare. Competition can launch superior products. More players can enter the market. Your Company is always exposed to competition Risk particularly from Chinese products. The increase in competition can create pressure on margins, market share etc.

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

(f) Product Risk

The Company's inability to manufacture different products could hurt offtake.

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

(g) Environment Risk

The Plastic industry is one of the environment concern industry in the country. Any change in government regulation viz ban on plastic may hinder our manufacturing and related process which may adversely affect our business and financial condition of the Company. Mitigation Strategies: In the last 25 years your company has been an undeniable part of the

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

A skilled and talented workforce is the key to an organization's success. Attrition and non-availability of the required talent resource can affect the overall performance of the Company.

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

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

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report.

Related party transactions entered during the financial year under review are disclosed in note no. 38 of notes to the financial statements of the Company for the financial year ended March 31, 2024. These transactions entered were at an arm's length basis and in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

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

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

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

As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance and forms an integral part of this report.

The Company has been employing about Ten women employees in various cadres within the factory premises. Your Company has set up an Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director. During the financial year 2023-24 your company has not received any complaint of harassment and hence no complaint is outstanding as on March 31, 2024, for redressal.

In accordance with the provisions of the Companies Act 2013 read with Rules made thereunder, the Company was not required to make any CSR contribution for the Financial Year 2023-24.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as ANNEXURE ‘F' and forms an integral part of this Report. The Policy has been uploaded on Company's website at www.polywood.org. to this report. For details regarding the CSR Committee, refer to the Corporate Governance Report, which is a part of this report.

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources. In the last 25 years, "Polywood" has been an undeniable part of the "Save Trees" campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier.

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'). The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment. This policy is applicable to all employees, irrespective of their level.

Your Company has also set up an Internal Complaints (IC) Committee at all our locations which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts interactive sessions for all the employees, to build awareness amongst employees about the policy and the provisions of the POSH Act.

During the year under review, the Committee has not received any complaint.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. Your Company's management firmly believes that a strong and stable industrial relation is key to the success of your organization. Over the years, the management has made sincere and continued efforts for the development of an atmosphere of mutual cooperation, confidence and respect, duly recognizing the rights of the workers. The Company has a structured induction process at all locations and management development programs to upgrade the skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

During the year, the Company organized training programmes in technical skills, business excellence, general management, customer orientation, safety, values and code of conduct.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization's growth and its sustainability in the long run.

During the year under review, industrial relations remained cordial and peaceful.

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

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

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2023-24.

Your directors state that during the year under review: i. The Equity shares of the Company are listed on the Bombay Stock Exchange.

ii. The Company has complied with the applicable

Secretarial Standards issued by the Institute of Company Secretaries of India.

iii. There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year March 31, 2024 to which the financial statements relate and the date of signing of this report. iv. Details of unclaimed dividends have been provided as part of the Corporate Governance report.

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

Company's operations in future.

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

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

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

ix. Pursuant to the applicable provisions of the

Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,

2016 (‘the Rules') all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. During the year, Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 32^nd Annual General Meeting of the Company including the Annual Report for FY 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

The statement in this Director's Report &

Management's Discussion and Analysis detailing the Company's objectives, projections, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The results of these assumptions made, relying on available internal and external information, are the basis for determining certain facts and figures stated in the report. Since the factors underlying these assumptions are subject to change over time, the estimates on which they are based are also subject to change accordingly. These forward-looking statements represent only the Company's current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise. Important factors that could make a difference to the

Company's operations include raw material availability and its prices, global and Indian demand-supply conditions, cyclical demand and pricing in the Company's principal markets, changes in

Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.

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

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

For & on behalf of the Board