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

1. Financial Performance of the Company

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

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 2024-25 is ' 23569.56 Lakhs, up by
11.10% over the previous year. The company's
standalone total income for the financial year 2024¬
25 is ' 13101.60 Lakhs, up by 15.34% over the
previous year. With the addition of new capacities
and the introduction of new products, the company
anticipates a positive demand momentum in the
coming year.

During the year under review, the company

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

During the year under review, the company

registered a standalone Profit after tax (PAT) of '
764.99 Lakhs as against ' 501.12 Lakhs in the
previous year, reflecting a growth of 52.66% over the
previous year. Profit after tax on a consolidated basis
for the year 2024-25 stood at ' 1802.76 Lakhs as
against ' 1408.15 Lakhs in the previous year,

recording a growth of 28.02%.

Interest cost for the financial year 2024-25 has
decreased to ' 460.18 Lakhs at a standalone basis as
against ' 475.71 Lakhs during the previous year. On
a consolidated basis, interest cost for the financial
year 2024-25 stood at ' 485.26 Lakhs as against '
508.70 Lakhs in the previous year. The decrease in
interest cost is following the repayment of liabilities
and negotiation of better terms with bankers.

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

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

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

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:

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

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

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

6. Transfer to Reserves

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

7. Share Capital

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

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

8. Board of Directors

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

Directors liable to retire by rotation seeking re¬
appointment

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

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

Managing & Whole-time Director

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

Independent Directors

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

During the year under review the Board at its
meeting held on August 30, 2024, based on
recommendation of Nomination & Remuneration
Committee, approved the appointment of Mr. Ami
Lal Meena, Mr. Anil Soni & Mrs. Sonika Gupta as
Non-Executive Independent Director of the
Company for the first term of five consecutive years
w.e.f. 01st September 2024, up to and including 31st
August 2029. Their appointment was subsequently
approved by the shareholders at the 32^nd Annual
General Meeting of the Company held on September
28, 2024.

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

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

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

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

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

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.

10. 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 Eleven times i.e. on May 10, 2024, May
22, 2024, June 24, 2024, July 30, 2024, August 09,
2024, August 30, 2024, November 13, 2024, January
28, 2025, February 07, 2025, February 11, 2025 and
March 04, 2025. Details viz., members of the Board
and their attendance etc., are given in report on
Corporate Governance which forms part of this
Annual Report.

11. MEETING OF INDEPENDENT DIRECTORS:

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

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

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

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

12. Committees of the Board

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.

13. Director's Responsibility Statement

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

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

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

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

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

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

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

14. Board Evaluation

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

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

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

15. Policy on Director's Appointment and
Remuneration and other details

a. Procedure for Nomination and Appointment
of Directors

The Company has a Nomination and
Remuneration Committee. The Committee
reviews and recommend to the Board of
Directors about remuneration for Directors and
Key Managerial Personnel and other employee
up to one level below of Key Managerial
Personnel. The Company does not pay any
remuneration to the Non-Executive Directors of
the Company other than sitting fee for attending
the Meetings of the Board of Directors and
Committees of the Board. Remuneration to
Executive Directors is governed under the
relevant provisions of the Act and approvals.

The Company has devised the Nomination and
Remuneration Policy for the appointment, re¬
appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management
Personnel. All the appointment, re-appointment
and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel
are as per the Nomination and Remuneration
Policy of the company.

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

b. Familiarization / Orientation program for
Independent Directors

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

The details of the familiarization programme
undertaken have been uploaded on the
Company's website and the same is accessible at
the www.polywood.org.

16. Vigil Mechanism/Whistle Blower Policy

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

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

17. Management Discussion and Analysis Report

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

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

18. Financial Statements

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

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

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

19. Performance of Subsidiary Companies

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

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

a. Polywood Profiles Private Limited:

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

b. Dynasty Modular Furnitures Private Limited:

The Company is a Wholly owned subsidiary
company of Dhabriya Polywood Limited,
incorporated in the year of 1995 and installed a
project in Jaipur (Rajasthan) for manufacturing
of Modular furniture, a wood substitute product
which is mainly used for the manufacturing of
Executive Table, Storage, Workstation, Kitchen
cabinet, Wardrobe, Computer table etc. The
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 ' 4059.01 Lakhs
compared with ' 3402.97 Lakhs in the previous
year. Total Comprehensive Income After Tax for
the year stood at ' 143.96 Lakhs as against '
126.20 Lakhs reported in the previous year.

c. Polywood Green Building Systems Private
Limited:

The Company is a subsidiary company of
Dhabriya Polywood Limited, incorporated in the
year 2012. The Company is engaged in the
business of trading uPVC Doors and Windows
and PVC Profiles. The Gross Revenue of the
Company for financial year 2022-23 stood at '
113.78 Lakhs compared with ' 201.51 Lakhs in
Previous Year. Total Comprehensive Income
After Tax for the year stood at ' 0.26 Lakhs as
against ' 2.03 Lakhs reported in the previous
year.

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

20. Auditors

(a) Statutory Auditor

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

(b) Secretarial Auditor

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

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

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

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

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

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

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

(c) Internal Auditors

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

(d) Cost Auditor

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

In accordance with Section 148 of the Act, the
Board of Directors of the Company at their
meeting held on July 25, 2025, on

recommendation of the Audit Committee, has
re-appointed M/s Gaurav Jain & Associates,
Cost Accountants (FRN: 004160) as the Cost
Auditors to conduct the Audit of the Cost
Accounting Records maintained by the
Company for the financial year 2025-26. M/s
Gaurav Jain & Associates have confirmed that
their appointment is within the limits of Section
141(3)(g) of the Act and has also certified that
they are free from any disqualifications specified
under Section 141(3) read with Section 148(5) of
the Act.

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

21. Internal Financial Controls and its Adequacy

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

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

22. 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:

(a) Macroeconomic and uncertainty in external
environment

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.

(d) Technology Risk

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

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

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

(e) Higher competitive intensity

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

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

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

(f) Product Risk

The 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.

(h) Human Resource Risk

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.

23. Annual Return

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

24. Acceptance of Deposits

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

25. Particulars of loans, guarantees or investments

Details of Loan, Guarantees and investments covered
under the provisions of section 186 of the Companies

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

26. Particulars of contracts or arrangements with
related parties

Related party transactions entered during the
financial year under review are disclosed in note no.
38 of notes to the financial statements of the
Company for the financial year ended March 31,
2025. These transactions entered were at an 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, wherever applicable.
Omnibus approval was obtained on a yearly basis for
transactions which were repetitive in nature. A
statement in summary form of transactions with
related parties in the ordinary course of business and
on an 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 T ransactions 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.

27. Corporate Governance

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

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

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

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

28. Prevention of Sexual Harassment of Women at
Workplace

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

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

The summary of sexual harassment complaints
received and disposed of during the year 2024-25:
^ Number of complaints pending at the beginning
of the year: NIL

^ Number of complaints received during the year:
NIL

^ Number of complaints disposed of during the
year: Not Applicable

^ Number of cases pending at the end of the year:
Not Applicable

29. Compliance with Maternity Act, Benefit 1961

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

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

30. Corporate Social Responsibility (CSR)

In accordance with the requirements of Section 135
of the Act and the Rules made there under, the
Company has constituted a Corporate Social
Responsibility (CSR) Committee and also formulated
a Corporate Social Responsibility Policy (CSR Policy)
which is available on the website of the Company at
https://www.polvwood.org/csr-policv/.

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

31. Environment

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

32. Human Resources and Industrial Relations

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

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

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

33. Statutory Information and other Disclosures

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

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

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

34. General Disclosures

Your directors state that during the year under
review:

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

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

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

iv. There are no material changes and

commitments affecting the financial position of
the company which occurred between the end
of the financial year March 31, 2025 to which the
financial statements relate and the date of
signing of this report.

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

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

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

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

ix. 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.

35. Green Initiatives

In commitment to keep in line with the Green
Initiatives and going beyond it, electronic copy of the
Notice of 33^rd Annual General Meeting of the
Company including the Annual Report for FY 2024¬
25 are being sent to all Members whose e-mail
addresses are registered with the Company /
Depository Participant(s).

36. Cautionary Statement

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.

37. Appreciation and Acknowledgments

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

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

For & on behalf of the Board
Sd/-

Digvijay Dhabriya

Chairman & Managing Director
DIN:00519946

Jaipur, September 03, 2025