Director's Report

TO THE MEMBERS OF

ARCHIDPLY INDUSTRIES LIMITED

Your Directors ‘are pleased to present the Twenty Nineth Annual Report together with the Audited Statement of Accounts for the year ended 31^st March 2024.

The financial results of the Company during the year under reSchedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in notes forming part of the accounts. Based on the -nancial statements for the -nancial year ended March 31, 2023, Archidpanel Industries Private Limited is considered as the material subsidiary of the Company in terms of the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2023-24. The Secretarial Audit Report of Archidpanel Industries Private Limited in Form MR-3 for the -nancial year ended March 31, 2024, is part of the annual report. In terms of the Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy for determining material subsidiaries is placed on the website of the Company at www.archidply.com.

The Company's total Income during the year under review are Rs. 43,575.11 lakh as compared to Rs. 41450.18 lakh in previous year. The Profit after Tax for the year is Rs. 729.53 lakh as compared to Rs. 1222.59 lakh in previous year.

The Company's Total Income during the year under review are Rs. 43,567.16 lakh. The Profit after Tax for the year is Rs. 709.84 lakh.

During the financial year, there has been no change in the business of the company or in the nature of business carried by the Company during the financial year under review.

Keeping in view to further improve the capacity utilization and consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.

The paid up equity capital as on March 31, 2024 was _ 19,86,50,000. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statement of subsidiary in Form AOC-1 is attached herewith as Annexure A. The separate audited financial statements in respect of the subsidiary company is open for inspection and are also available on the website of your Company at www.archidply.com. Pursuant to the requirements of Regulation 34 (3) read with

Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in notes forming part of the accounts. Based on the financial statements for the financial year ended March 31, 2023, Archidpanel Industries Private Limited is considered as the material subsidiary of the Company in terms of the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2023-24. The Secretarial Audit Report of Archidpanel Industries Private Limited in Form MR-3 for the financial year ended March 31, 2024, is part of the annual report. In terms of the Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy for determining material subsidiaries is placed on the website of the Company at www.archidply.com.

During the financial year under review, the company did not accept any deposit covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

During the year, the wholly owned subsidiary of the company commenced commercial production of manufacturing Medium Density Fiberboard and allied products with effect from March 30, 2024.

There have been no other material changes and commitments affecting the financial position of the Company between the close of the year till the date of this report. As such there is no significant and material order by the regulator/court/tribunal/ impacting the going concern status and the Company operation in future.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been embedded in the business processes and continuous monitoring of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and the Managing Director of the Board.

During the financial year ended March 31, 2024, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ‘arm's length' basis and were in compliance with the applicable provisions of the Companies Act, 2013, read with Regulation 23 of SEBI (LODR), 2015. In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions placed on the website of the Company at www.archidply.com. All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions is placed before the Audit Committee for their noting/approval every quarter. There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover) during the year as per the last audited financial statements. Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

All related-party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to the Notes to the financial statements which sets out the disclosure for related-party transactions.

CRISIL had reafirmed the rating of BBB / Stable for the bank loan facilities of Rs 80.5 Crore of Archidply Industries Ltd. on 02 February, 2024.

The Board of Directors of the Company has adopted a Corporate Social Responsibility (CSR) Policy on the recommendation of the CSR Committee and this Policy has been amended from time to time to ensure its continued relevance and to align it with the amendments to applicable provisions of law. The Company undertakes CSR activities in accordance with the said Policy. The Company has adopted a strategy for undertaking CSR activities through various Foundation and is committed to allocating at least 2% of average net profit of the previous 3 years in line with the Company's CSR Policy and strategy, the Company plans interventions, inter alia, in the field of health and nutrition, education, water, environment & sanitation, agri-livelihoods, livelihoods and other initiatives.

During the year, the Board of Director's, on the recommendations of the Nomination and Remuneration Committee (‘NRC'), in its meeting held on January 25, 2024 approved and recommended to the shareholders for their approval, the appointment of Mr. Rohit Pareek (DIN:08132565) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of five (5) consecutive years w.e.f. January 25, 2024. The Company received the approval of the members of the Company on April 17, 2024, by way of Postal Ballot, for the appointment of Mr. Rohit Pareek as an Independent Director of the Company.

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one-third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for reappointment at every AGM. Accordingly, one of the Directors, other than an Independent Director, would be liable to retire by rotation at the ensuing AGM. Mr. Rajiv Daga, Managing Director & CEO of the company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Brief resume of the Directors proposed to be appointed/ reappointed, the nature of their expertise in specific functional areas and the names of the companies in which they hold the directorship and Chairmanship / Membership of Board Committees etc. are provided in the Notice to Members and report on Corporate Governance forming part of this Annual Report.

Further, the shareholders of Archidply Industries Limited at its Meeting held on June 29, 2019 had re-appointed, Mr. Mohammed Shahid Aftab, (DIN 01363518) as an Independent Director for a period of five (5) consecutive years w.e.f. April 1, 2019 up to March 31, 2024. Accordingly, Mr. Mohammed Shahid Aftab had completed his term of 5 (five) consecutive years at the close of business hours on March 31, 2024 and hence, ceased to be an Independent Director of the Archidply Industries Limited. The Board places on record its sincere appreciation for the valuable contribution by him.

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act. All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and as per the requirement of SEBI (LODR) Regulation 2015.

Our corporate governance report for financial year 2023-24 forms part of this Annual Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR is annexed to the corporate governance report.

& Remuneration Committee (NRC) in consultation with the members of the committee. Each of the Directors are given a self-assessment Questionnaire, covering degree of fulfillment of their responsibilities, Board structure and composition, Responsibilities of Committee, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and Management etc. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines. The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The board met four times during the financial year 2023-24. For details of meetings of the Board, please refer to the Corporate Governance Report which is a part of this Annual Report.

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by Management in concurrence with the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a 2 true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; (e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. (f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Your Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company's ‘Code of Conduct'. To this effect, the Board has adopted a ‘Whistle Blower Policy', which is overseen by the Audit Committee. The policy provides safeguards against victimisation of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review. The Whistle Blower Policy of your Company is posted on the website of the Company www.archidply.com

The Report given by M/s. GRV & PK, Chartered Accountants (Firm Regn. No. 008099S), Statutory Auditors on the financial statement of the Company for the year 2023-24 is part of Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Rajneesh Sharma & Co, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed as Annexure D. There has been no qualification, reservation, or adverse remark given by the Secretarial Auditors in their Report. M/s. Rajneesh Sharma & Co, Practicing Company Secretary, had undertaken the Secretarial audit of the Company's material subsidiary, Archidpanel Industries Private Limited, for the financial year 2023-24. The Secretarial Audit report confirms that the material subsidiary has complied with the provisions of the Companies Act, Rules, Regulations and Guidelines as applicable, and that there were no deviations or noncompliance. As required under Regulation 24A of the SEBI Listing Regulations, the report of the Secretarial Audit is annexed to this report. The observations of Secretarial Auditors mentioned in the Secretarial Audit Report of said material subsidiary are self-explanatory.

The Board appointed M/s Girdhari Sharma & Company, Chartered Accountants as an Internal Auditor of the Company to carry out internal audit of branches, offices and manufacturing units of the Company. Internal auditors periodically report on the design de_ciency and operational ine_ciency, if any, apart from recommending further improvement measures, to accomplish the Company' objectives more efficiently. The observations and agreed action plans are presented quarterly, to the Audit Committee that reviews the adequacy of the controls implemented by the Management.

A certificate from M/s Rajneesh Sharma & Co. (Membership No. 5549, COP No. 24210), Practicing Company Secretary to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/ Ministry of Corporate Affairs or any such statutory authority is attached at the end of this report

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria, the Company has been entrusted with the responsibility to assist the Board in: (a) Overseeing and approving the Company's Risk Management Framework; and (b) Overseeing that all the risks that the organisation faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure is in place, capable of addressing those risks.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report as Annexure E. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.

Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the SEBI LODR Regulations.

The Board of Directors afirms that during the Financial Year 2023-24, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository.

1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

7. Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement. There was no instance of onetime settlement with any Bank or Financial Institution.

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.