Your Directors 'are pleased to present the Thirtieth Annual Report together with the Audited Statement of Accounts for the year
ended 31^st March 2025.

1. FINANCIAL SUMMARY

The financial results of the Company during the year under review are summarized as under:

(Rs. In Lakhs)

2. REVIEW OF OPERATIONS & PERFORMANCE:

The highlights of the Company's performance are as
under:

STANDALONE

The Company's total Income during the year under review
was Rs. 46,428.17 lakh as compared to Rs. 43,575.11 lakh in
previous year. The Profit after Tax for the year is Rs. 787.86
lakh as compared to Rs. 729.53 lakh in previous year.

Net worth increased to Rs. 11,933.66 lakh at the end of the
year 2025 from Rs. 11,171.72 lakh at the end of previous
year 2024.

CONSOLIDATED

The Company's Total Income during the year under review
are Rs. 55,591.29 lakh. The Profit after Tax for the year is Rs.
(735.80) lakh.

EFFECTS OF GLOBAL SUPPLY CHAIN AND LOGISTICS
DISRUPTION

Global supply chain and logistics disruption, container
capacity constraints and geo-political tensions resulted
in an increase in the freight costs and delivery times and
higher commodity prices (e.g. Raw material).

Despite such a situation, the Company's plant operations
continued to run smoothly, while ensuring adherence to
necessary safety measures.

3. RESERVES

During the Financial year 2024-25, the Company has
proposed no amount transfer to reserves.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

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.

5. DIVIDEND:

Keeping in view to further improving 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.

6. SHARE CAPITAL

The paid up equity capital as on March 31, 2025 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.

7. SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURE

As on March 31, 2025, the Company has one (1) wholly-
owned subsidiary company viz. Archidpanel Industries
Private Limited (AIPL)".

Development/Performance and Financial Position of
the Subsidiary is presented below:

Archidpanel Industries Private Limited (AIPL)
(CIN:U20299UR2022PTC013589), a wholly owned
subsidiary company was incorporated on February 12,
2022.

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 are 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.

M/s 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. The
Secretarial Audit Report of Archidpanel Industries Private
Limited in Form MR-3 for the financial year ended March
31,2025, 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.

Further, the Company does not have any joint venture or
associate company during the year or at any time after the
closure of the year and till the date of the report.

8. FINANCE

Cash and cash equivalents and bank balances other than
cash and cash equivalent as at March 31, 2025 was Rs.
18.48 lakh and Rs. 51.89 Lakh respectively. The company
continues to focus on judicious management of its working
capital, receivables, inventories and other working capital
parameters under strict monitoring.

9. DEPOSITS

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.

10. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose
are given in the Notes to the Financial Statement of the
company forming part of this Annual Report.

11. MATERIAL CHANGE AND COMMITMENT

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.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

During the financial year ended March 31, 2025, 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.

14. CREDIT RATING DURING YEAR 2025

CRISIL had reaffirmed the rating of BBB- / Stable for
the bank loan facilities of Rs 100.50 Crore of Archidply
Industries Ltd. on 05 December, 2024.

15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report. The CSR policy is available on
the website of your Company at www.archidply.com.
The annual report on our CSR activities is appended as
Annexure B to the Board's report.

Your Company has spent 2% of the average net profits
of the Company, during the three years immediately
preceding financial year.

The Chief Financial Officer of your Company has certified
that CSR spends of your Company for FY 2024-25 have
been utilized for the purpose and in the manner approved
by the Board.

16. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, are
provided in Annexure C to this Report.

17. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed a
cordial relationship with workers and employees at all
levels.

18. DIRECTORS & KEY MANAGERIAL PERSON:

A) Appointment of Independent Director:

During the year, the Board of Director's, on the
recommendations of the Nomination and Remuneration
Committee ('NRC'), in its meeting held on April 26, 2025
approved and recommended to the shareholders for
their approval, the appointment of Mrs. Anchal Mittal
(DIN: 00721036) as Women 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. April 26, 2025.
The Company received the approval of the members of
the Company on June 01, 2025, by way of Postal Ballot,
for the appointment of Mrs. Anchal Mittal as a Women
Independent Director of the Company.

B) Director liable to Retire by Rotation

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. Deen Dayal Daga (DIN: 00497806), Executive Chairman
& Whole Time Director 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.

During the year, Mrs. Shanti V Mallar had completed Her second
term of 5 (five) consecutive years at the close of business hours
on March 10, 2025 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 the 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.

There have been no changes to the Key Managerial Personnel
since last annual general meeting.

19. CORPORATE GOVERNANCE REPORT:

Our corporate governance report for financial year 2024-25
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.

20. BOARD EVALUATION

The Company has laid down a process for evaluation of
the Board and Committees of Board as also evaluation of
the performance of each of the Directors. The evaluation is
conducted and monitored by the Chairperson, Nomination
& 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 reports on performance evaluation of the Individual
Directors were reviewed by the Chairman of the Board.

21. MEETINGS

The board met four times during the financial year 2024¬
25. For details of meetings of the Board, please refer to
the Corporate Governance Report which is a part of this
Annual Report.

22. DIRECTOR'S RESPONSIBILITY STATEMENT:

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 2024-25

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 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.

23. FAMILIARISATION PROGRAMME

The details of the familiarisation programme undertaken
have been provided in the Corporate Governance Report
and also available on the website of the Company i.e.
www. archidply.com

24. CODE OF CONDUCT:

The Code lays down the standard procedure of business
conduct which is expected to be followed by the directors
and the designated employees in their business dealings
and in particular on matters relating to integrity in the
work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples
on the expected behavior from an employee in a given
situation and the reporting structure.

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

25. VIGIL MECHANISM

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

26. AUDITORS

1. STATUTORY AUDITORS

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 2024-25
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.

2. SECRETARIAL AUDIT REPORT

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 2024-25. The
Secretarial Audit Report is annexed as Annexure D.

There has been Notie received from the NSE & BSE
imposing the fine on the Company and there have been
the following remarks given by the Secretarial Auditors in
their report and the management explanation as below :

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 2024-25. 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.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought as the ensuing AGM CS Rajneesh Sharma,
Practicing Company Secretary (C. P. No. 24210); (Peer
reviewed certificate no. 5544/2024) has been appointed
as a Secretarial Auditor to undertake the Secretarial Audit
of your Company for the first term of five consecutive
financial years from FY 2025-26 till FY 2029.30. CS Rajneesh
Sharma, Practicing Company Secretary has confirmed
that he is not disqualified to be appointed as a Secretarial
Auditor and is eligible to hold office as Secretarial Auditor
of your Company.

INTERNAL AUDITOR

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 deficiency and
operational inefficiency, 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.

The Audit Committee quarterly reviews the Internal Audit
reports.

27. CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS

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

28. SHARE REGISTRAR & TRANSFER AGENT (R&T)

M/s. KFin Technologies Limited (Formerly Kfin Technologies
Private Limited) is the R&T Agent of the Company. Their
contact details are mentioned in the Report on Corporate
Governance.

29. EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025
is available on the Company's website and can be accessed
at www.archidply.com .

30. BUSINESS RISK MANAGEMENT

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.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the
year under review, as stipulated under the Securities

and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") is presented in a separate section forming
part of the Annual Report.

32. PARTICULARS OF EMPLOYEES

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.

33. EQUAL OPPORTUNITY, PREVENTION OF SEXUAL
HARRASMENT AND COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company has always provided a congenial atmosphere
for work to all employees that is free from discrimination
of any kind. It has provided equal opportunities of
employment to all without regard to the nationality,
religion, caste, colour, language, marital status and sex.

The Company has also framed policy on 'Prevention of
Sexual Harassment' at the workplace. We follow a gender-
neutral approach in handling complaints of sexual
harassment and we are compliant with the law of the
land wherever we operate. Following complaint related to
sexual harassment during the calendar year are as follows:

(a) number of complaints of sexual harassment received
in the year - Nil

(b) number of complaints disposed off during the year -
Nil

(c) number of cases pending for more than ninety days -
Nil

This is to certify and declare that the Company has complied
with all the applicable provisions of the Maternity Benefit
Act, 1961 and the rules made thereunder.

34. COMMITTEES OF THE BOARD

Currently, the board has four Committees: the Audit
Committee, the Nomination and Remuneration Committee,
the Corporate Social Responsibility Committee and the
Stakeholders Relationship Committee. The majority of the
members of these committees are Independent and non¬
executives.

A detailed note on the composition of the board and
other committees is provided in the corporate governance
report section of this Annual Report.

35. CEO AND CFO CERTIFICATION

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.

36. COMPLIANCE WITH SECRETARIAL STANDARDS AND
INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that during the Financial Year

2024- 25, 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.

37. LISTING FEES

The Equity shares of the Company are listed with Bombay
Stock Exchange Ltd. (BSE) & National Stock Exchange
of India Limited (NSE). The annual listing fee for the year

2025- 26 was paid within the scheduled time to BSE & NSE.

38. TRANSFER OF SHARES

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.

39. COST RECORDS

Considering the goods manufactured and services
rendered by the Company, the Central Government has
not prescribed maintenance of cost records under sub¬
section (1) of Section 148 of the Companies Act, 2013
and hence, there was no Cost Auditor appointed by the
Company during the year under review.

40. GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there were
no transactions on these items during the year under
review:

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;

3. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration
or commission from any of its subsidiaries;

4. No fraud has been reported by the Auditors to the
Audit Committee or the Board;

5. Issue of Shares including Sweat Equity Shares to the
employees of the Company under any scheme as
per provisions of Section 54(1)(d) of the Companies
Act,2013;

ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Directors

Deen Dayal Daga
(Chairman)

Place: Delhi
Date: 26.07.2025