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

1. Financial Performance of the Company

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant
applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The
summarized financial highlights are depicted below:

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

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

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

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

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

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

3. Dividend

Dividend paid during the financial year 2025-26

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

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

Dividend recommended for the financial year
2025-26

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

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

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

4. Transfer of Unclaimed Dividend to The Investor
Education and Protection Fund (IEPF):

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

In terms of the foregoing provisions of the Act, there
is no dividend which remains outstanding or remain
to be paid and required to be transferred to the IEPF
by the Company during the financial year ended
March 31, 2026.

5. Credit Rating

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

6. Transfer to Reserves

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

7. Share Capital

During the year under review, the Company has not
issued shares or convertible securities or shares with
differential voting rights, nor has it granted any stock
options or sweat equity or warrants. As on March 31,

2026, none of the directors of the Company hold
instruments convertible into Equity Shares of the
Company.

The authorized and paid-up share capital of the
company as of March 31, 2026, stood at '1250.00
Lakhs and '1082.42 Lakhs respectively.

8. Directors & Key Managerial personnel (KMPs)
Composition

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

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

Directors liable to retire by rotation seeking re¬
appointment

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

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

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

Declaration by Independent Directors

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

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

9. Board Evaluation

In terms of provisions of Section 178 read with
Schedule IV of the Act, Regulation 17(10) of the SEBI
Listing Regulations and the Policy for Evaluation of
the Performance of the Board of Directors, the
Nomination and Remuneration Committee and the
Board have evaluated the performance and
effectiveness of the Board, its Committees and
individual Directors for the financial year 2025-26.

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

10. 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, 2026, the applicable
accounting standards have been followed and
that no material departures have been made
from the same;

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

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

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

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

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

11. Policy on 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
thewww.polywood.org.

2. 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 atwww.polywood.org.
During the year under review, your Company did not
receive any complaint under the whistle blower
mechanism.

13. Number of Meetings of the Board/Committee

The Board/Committee meetings are pre-scheduled,
and a tentative annual calendar of the meetings is
circulated to the Directors well in advance to help
them plan their schedules and ensure meaningful
participation. Only in the case of special and urgent
business, should the need arise, the 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 23, 2025,
June 27, 2025, July 16, 2025, July 25, 2025, August 25,
2025, September 03, 2025, September 26, 2025,
November 11, 2025, December 29, 2025, February
12, 2026, and March 16, 2026. Details viz., members
of the Board and their attendance etc., are given in
report on Corporate Governance which forms part of
this Annual Report.

14. MEETING OF INDEPENDENT DIRECTORS:

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

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

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

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

15. Committees of the Board

The Board of Directors have the following
committees:

1. Audit Committee

2. Nomination and Remuneration/ Compensation
Committee

3. 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.

16. Management Discussion and Analysis Report

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

17. Financial Statements

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

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

There are no material departures from the prescribed
norms stipulated by the accounting standards in

preparation of the annual accounts. Accounting
policies have been consistently applied, except
where a newly issued accounting standard, if initially
adopted, or a revision to an existing accounting
standard, required a change in the accounting policy
hitherto in use. The management evaluates
accounting standards including any revision thereon
on ongoing basis.

Publication and access to the Financial
Statements and Results

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

In accordance with Section 136 of the Act, the Annual
Audited Consolidated & Standalone Financial
Statements of Company, Financial Statements of the
Subsidiary companies and all relevant documents,
related thereto, are uploaded on the website of the
Company and can be accessed at the weblink:
https://www.polywood.org/financial-reporting/

18. Performance of Subsidiary Companies

As on March 31, 2026, your Company has three
subsidiaries. The separate audited financial
statements in respect of each of the subsidiaries are
also available on the website of the Company at
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 atwww.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 2025-26 stood at
'7567.91 Lakhs compared with '6678.76 Lakhs
in Previous Year. Profit After Tax for the year
stood at '1400.03 Lakhs as against '942.04
Lakhs reported in the previous year.

b. Dynasty Modular Furnitures Private Limited:

The Company is a Wholly owned subsidiary
company of Dhabriya Polywood Limited,
incorporated in the year of 1995 and installed a
project in Jaipur (Rajasthan) for manufacturing
of Modular furniture, a wood substitute product
which is mainly used for the manufacturing of
Executive Table, Storage, Workstation, Kitchen
cabinet, Wardrobe, Computer table etc. The
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 2025-26 stood at '4359.30 Lakhs
compared with '4059.01 Lakhs in the previous
year. Profit After Tax for the year stood at
'260.63 Lakhs as against '141.97 Lakhs reported
in the previous year.

c. Polywood Green Building Systems Private
Limited:

The Company is a subsidiary company of
Dhabriya Polywood Limited, incorporated in the
year 2012. The Company is engaged in the
business of trading uPVC Doors and Windows
and PVC Profiles. The Gross Revenue of the
Company for financial year 2025-26 stood at
'0.64 Lakhs compared with '113.78 Lakhs in
Previous Year. Profit After Tax for the year stood
at '2.46 Lakhs as against '0.26 Lakhs reported in
the previous year.

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

19. Auditors

(a) Statutory Auditor

In terms of the provisions of section 139 of the
Companies Act, 2013 read with Companies
(Audit and Auditors) Rules, 2014, M/s. Narendra
Sharma & Co., Chartered Accountants (Firm
Registration No. 004983C), have been appointed
as Statutory Auditors of the Company to hold
office from the conclusion of 32^nd Annual
General Meeting till the conclusion of 37^th
Annual General Meeting to be held during
calendar year 2029. They have audited the
Financial Statements of the Company for the
financial year 2025-26. The Auditors' Report
does not contain any qualification. Notes to
Accounts and Auditors remarks in their report
are self-explanatory and do not call for any
further comments.

(b) Secretarial Auditor

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

The Secretarial Auditors M/s. CSM & Co., Jaipur
appointed by the members conducted the

secretarial audit and issued report in Form MR-
3 which is enclosed as ANNEXURE 'B'.

The Secretarial Audit Reports of material
subsidiaries viz. Polywood Profiles Private
Limited and Dynasty Modular Furnitures Private
Limited, ("the Wholly Owned Subsidiaries") in
Form MR-3 are attached to this report.

In accordance with the SEBI Circular dated
February 8, 2019 and additional affirmations
required under Circulars issued by BSE dated
April 10, 2023 read with Regulation 24A of the
Listing Regulations, the Company has obtained
an Annual Secretarial Compliance Report from
M/s. CSM & Co., Practicing Company
Secretaries, confirming compliances with all
applicable SEBI Regulations, Circulars and
Guidelines for the year ended March 31, 2026.

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

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

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

(c) Internal Auditors

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

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

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

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

20. Internal Financial Controls and its Adequacy

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

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

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

21. Risk Management

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

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

(a) Macroeconomic and uncertainty in external
environment

The 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 industries in the country. Any change in
government regulation viz ban on plastic may
hinder our manufacturing and related process
which may adversely affect our business and
financial condition of the Company.

Mitigation Strategies: In the last 25 years your
company has been an undeniable part of the
"Save Trees" campaign by bringing into the
minds of the people to use PVC and uPVC
Products. The company has always focused on
innovation & technology in order to actively
support the concern "Save Trees" by providing
high-quality wood substitute and environment
friendly products to its customers. Further, the
company has almost saved eight lakhs trees
every year by providing wood substitute
products.

(h) Human Resource Risk

A skilled and talented workforce is the key to an
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 undertake training
and development programmes to enhance the
skill of its employee. Further, the company also
conducts health check-ups to ensure the safety
and wellbeing of its workforce. Also, recruitment
is across almost all states of India which helps to
mitigate this risk and we do not anticipate any
major issue for the coming years.

22. Annual Return

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

https://www.polywood.org/annual-general-
meetings/

23. Acceptance of Deposits

The Company has not accepted any deposits falling
within the meaning of Section 73 or 74 of the Act
read with the Companies (Acceptance of Deposits)
Rules, 2014, during the financial year and as such, no
amount on account of principal or interest on
deposits from public was outstanding as on March
31, 2026.

24. Particulars of loans, guarantees or investments

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

25. Particulars of contracts or arrangements with
related parties

Related party transactions entered during the
financial year under review are disclosed in note no.
38 of notes to the financial statements of the
Company for the financial year ended March 31,
2026. These transactions entered were at an 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 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.

26. Corporate Governance

The Company is committed to maintain the highest
standards of Corporate Governance and adheres to
the Corporate Governance requirements set out by
the Securities and Exchange Board of India. The
Company has also implemented several best
governance practices. A separate section on
Corporate Governance standards followed by your
Company, as stipulated under Regulation 27 and 34
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed to this
Report.

A Certificate from 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.

27. Prevention of Sexual Harassment of Women at
Workplace

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

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

The summary of sexual harassment complaints
received and disposed of during the year 2025-26:

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

^ Number of complaints received during the year:
NIL

^ Number of complaints disposed of during the
year: NIL

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

28. Compliance with Maternity Act, Benefit 1961

Championing 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.

29. Corporate Social Responsibility (CSR)

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

An Annual Report on CSR activities of the Company
during the financial year 2025-26 as required to be
given under Section 135 of the Act read with Rule 8
of the Companies (CSR Policy) Rules, 2014 has been
provided as an ANNEXURE 'F' to this Report.

30. Environment

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

31. Human Resources and Industrial Relations

The Company believes that its dedicated and
motivated employees are its greatest asset. The
Company has till now offered competitive
compensation, healthy work environment and
recognizes employee performance through a
planned reward and recognition program. The
Company intends to develop a workplace where
every employee can recognize and attain his or her
true potential. The Company motivates individuals to
undertake voluntary projects apart from their scope
of work that help them to learn and nurture creative
thinking.

The Company has a structured induction process at
all locations and management development

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

32. Statutory Information and other Disclosures

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

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

The Business Responsibility Reporting as required
under Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to your company
for the financial year 2025-26.

33. General Disclosures

Your directors state that during the year under
review:

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

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

iii. During the year under review, there has been no
change in the 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, 2026 to which the

financial statements relate and the date of
signing of this report.

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

vi. No significant or material orders were passed by
any regulator or Court or Tribunal which impacts
the going concern status and 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. None of the auditors of the Company have
reported any frauds to the Audit Committee or
to the Board of Directors as specified under
Section 143(12) of the Act, including the Rules
framed thereunder, therefore no detail is
required to be disclosed under Section 134(3)
(ca) of the Act.

34. Green Initiatives

In commitment to keep in line with the Green
Initiatives and going beyond it, electronic copy of the
Notice of 34^th Annual General Meeting of the
Company including the Annual Report for FY 2025¬
26 are being sent to all Members whose e-mail
addresses are registered with the Company /
Depository Participant(s).

35. Cautionary Statement

The statement in this 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.

36. Appreciation and Acknowledgments

The Board of Directors take this opportunity to thank
all the stakeholders of the company for their
continued support and express their sense of

gratitude to the customers, vendors, banks, financial
institutions, channel partners, business associates,
Central and State Governments for their 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, August 12, 2026