Eveready Industries India Ltd

<dhhead>Report of the Directors</dhhead>

For the financial year ended March 31, 2025

Dear Shareholders,

Your Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended 31^st March 2025.

The Financial Results of the Company are summarized below:

Rs Crore

During the year under review, revenue from operations stood at Rs 1343.92 Crore as against Rs 1314.16 Crore in the previous financial year. The Company’s Profit from Operations before Depreciation, Interest, and Tax (OPBDIT), excluding Other Income, saw a rise of 8.6%, reaching Rs 152.31 Crore compared to Rs 140.28 Crore in the previous year. After accounting for Depreciation (Rs 29.64 Crore over Rs 30.25 Crore last year) and Interest/ Exchange Fluctuation charges (Rs 25.69 Crore over Rs 32.31 Crore last year), the Profit after Tax for the year stood at Rs 82.38 Crore, a substantial improvement from the previous year’s profit of Rs 66.73 Crore. Net accumulated profits reached Rs 130.81 Crore.

Your Directors are pleased to recommend a dividend at the rate of Rs 1.50 (30%) per fully paid up equity share of face value of Rs 5/- each, for the financial year ended 31^st March 2025 (previous year- Rs 1.00). The proposed dividend on 7,26,87,260 fully paid up equity shares of Rs 5/- each, subject to the approval of Members at the ensuing 90^th Annual General Meeting (AGM) scheduled to be held on Tuesday, 5^th August 2025 will be paid on or after Saturday, 9^th August 2025. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations’) as amended, the Dividend Distribution Policy of your Company is available on the website of the Company at https://www.evereadyindia.com/wp-content/ themes/eveready/pdf/dividend-distribution-policy.pdf.

Your Directors do not propose to transfer any amount to the General Reserves during the year under review.

Batteries:

During the year under review, your Company has successfully maintained the business momentum in batteries backed by a revitalized portfolio, efficient distribution and sustained brand communication. The underlying potential of the Indian market remains attractive. In per capita consumption terms, the Company is far below international benchmarks at our size of economy. As India benefits from sustained economic expansion, we expect the requirement for convenient and portable power to see an increase to global averages.

Within this, alkaline batteries are witnessing rapid adoption as the market moves towards high drain devices with battery applications. Our brand refresh last year around Eveready Ultima Pro and Eveready Ultima, has had a notable positive impact, propelling the alkaline battery sales to a significant 65.3% growth in Financial Year 2024-25 year-over-year. Consequently, the Company’s volume market share in the alkaline battery category has substantially risen to 14.8% in Financial Year 2024-25.

Your Company is strategically expanding its retail presence in key markets to fuel consumption-driven growth. Growth in popularity of smart devices, electronic gadgets, consumer appliances/ durables and deeper penetration of internet services across India will support a higher share of alkaline batteries in the market.

The business has sustained intensity of its advertising and promotional activities. Brand ambassador, Mr. Neeraj Chopra continues to be associated with your Company thus enhancing your Company’s perception and reach in a competitive market.

The landscape of the battery market remained relatively stable during the year under review, with the market share of major players largely unchanged. Your Company continues to hold a dominant 53% value market share in the overall battery market.

Your Company has planned for an outlay in a strategic investment of Rs 180 Crore to establish greenfield facility at Jammu, which will have a production capacity of 360 million units of alkaline batteries. This initiative marks the first alkaline battery manufacturing plant in India and is aimed at enhancing operational efficiencies and supporting the expansion of Eveready’s Ultima Pro and Ultima ranges. The facility is being aimed for commissioning towards the end of Financial Year 2025-26 and will eventually be developed into a multi-product facility.

Flashlights:

The Flashlight market in India is evolving with a clear shift towards rechargeable solutions. Eveready, as a dominant player, is responding to this change by launching innovative products with a focus on enhanced features, durability, and addressing specific consumer needs like safety. While there has been a decline in battery-operated flashlight portfolio, the rechargeable offerings have more than offset the decline in battery-operated models in Financial Year 2024-25 for your Company. Furthermore, the recently announced Bureau of Indian Standards (BIS) mandate for flashlights is expected to curb sub-standard practices within the unorganized sector, including imports. We expect further consolidation in favour of organized players and your Company would benefit from this development going forward.

For Financial Year 2024-25, your Company reported steady revenue growth in both battery and flashlight segments, at 2.8% and 6.6% respectively. While the growth in batteries was led by a recovery in zinc batteries and strong volume momentum in the alkaline segment. Flashlight growth was propelled by a mix change, favouring rechargeable solutions alongside innovative offerings. EBITDA for battery and flashlights stood at Rs 139.2 crore and Rs 12.4 crore respectively. Battery delivered margin improvement despite elevated raw material costs and forex volatility and was driven by operational efficiencies and better hedging strategy. Our ongoing investment in the Eveready brand continued and is strategically aimed at augmenting our category leadership. By integrating quality management processes, safety protocols, energy conservation measures, and stringent cost control within the manufacturing operations of these product categories, your Company achieved greater efficiency.

Eveready has been gradually increasing its presence in the Indian electrical and lighting products market, alongside its well-established battery and flashlight businesses. Your Company’s electrical and lighting division offers a diverse range of solutions catering to both consumer and professional needs. Building on the strong association of ‘Eveready’ and ‘PowerCell’ with portable energy and lighting, these products offer a natural brand expansion. Your Company is strategically leveraging its established distribution infrastructure to facilitate growth in this segment. Although the market holds vast potential and volumes remain healthy, the category has consistently witnessed value erosion. We have broadened your Company’s product portfolio and strengthened presence in alternative channels like modern trade, e-commerce, and quick commerce to maintain volume growth. This, combined with a sharp focus on luminaires and expanding the electrical outlet channel has helped us maintain performance momentum in a competitive market. Your Company has also scaled up the presence in the Institutional Business segment of the lighting business. Your Company has successfully participated in the projects like Kumbh Mela and NHAI tenders with Company’s lighting products.

Some of the key products that stand out for your Company include and LED Bulbs, Emergency LEDs, LED Panels, Luminaires, Industrial/ Outdoor Lighting and Electrical Accessories among others. The focus in the electrical and lighting sector is increasingly on energy-efficient LED technologies and providing reliable, durable, and contemporary lighting solutions for various applications. While General Trade and other alternate channels remain as the key platform for distribution, your Company follows a dual distribution strategy, encompassing the Electrical Outlet Division to drive the demand.

Revenue from Lighting & Electrical Products stood at Rs 315.6 Crore, higher by 1.5% over previous year. We were just break-even at EBITDA level.

Eveready enters Financial Year 2025-26 with strong leadership in India’s battery market, holding the largest share in volume terms. Your Company continues to outperform a generally slow-paced category by sustaining growth across its battery portfolio, particularly in the fast-expanding alkaline segment. Having registered one of the highest growth rates in alkaline batteries, your Company has solidified its position through a focused brand revamp that emphasizes the performance and longevity attributes of its Ultima range. Looking ahead, your Company intends to build on this momentum by leveraging its pan-India distribution network and targeted brand communication to further expand share in the alkaline category. The upcoming greenfield facility in Jammu, dedicated to alkaline battery production, is expected to play a pivotal role in not only enhancing market share but also improving efficiencies for the overall business. As market dynamics evolve, Eveready remains committed to innovation, brand strength, and operational scale to drive sustainable growth in its battery franchise.

In the flashlights category, Eveready is positioned for renewed growth with a strategic shift towards rechargeable offerings, which are increasingly preferred by consumers for their convenience and durability. The Company’s focus on functionality driven innovation has resulted in the launch of differentiated products that have gained encouraging market acceptance. This renewed product thrust is enabling the business to offset the decline in conventional battery-operated models, ensuring overall category resilience. Notably, the recently announced BIS mandate is expected to curb the influx of sub-standard practices within the unorganized sectors including imports and restore competitive balance for organized players. Eveready, with its strong brand equity and expansive distribution footprint, is well placed to benefit from this regulatory shift. The Company will continue to strengthen its position in the rechargeable flashlight segment through focused marketing, product upgrades, and deeper retail penetration.

In the lighting segment, Eveready continues to sharpen its presence through portfolio expansion and multi-channel distribution. The Company has significantly widened its SKU range, enabling better coverage across price points and application segments. A dual-pronged distribution strategy - comprising its established reach in general trade and a growing presence in electrical outlets - positions Eveready well to address both mass-market and premium consumers. Simultaneously, the business is making headway in the institutional lighting space, offering customized solutions that cater to enterprise and commercial needs. While the LED category has faced persistent pricing pressure due to industry-wide value erosion, the underlying market potential remains robust. Eveready believes that with the right combination of brand strength, product depth, and channel alignment, it is well-placed to capture incremental market share and increase the customer base.

Your Company maintained strong financial control through prudent working capital management and operational efficiencies. The overall debt of the Company marginally increased by Rs 3.3 Crore to Rs 288.5 Crore due to additional funding for the green field project at Jammu. All financial commitments for debt servicing and repayment were met promptly during the year.

Your Company’s subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of Rs 0.59 Crore during the current year (Rs 2.54 Crore during FY 2023-24) and a net profit of Rs 0.06 Crore, during the year under review.

Another subsidiary, Greendale India Limited did not register any revenue from turnover during the current year (Nil during FY 2023-24). It did not register any profit during the year under review.

A Statement in Form AOC -1 containing the salient features of the said Companies is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the said Companies are available on the website of the Company. The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 (‘the Act’) and the applicable Accounting Standards, of the subsidiaries. The Consolidated Financial Statements shall be laid before the ensuing 90^th Annual General Meeting of the Company along with the Standalone Financial Statements of the Company.

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as stipulated under Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, forms a part of this Report as Annexure 1.

The CSR Policy formulated by your Company is available on the website of the Company at https://www.evereadyindia.com/wp-content/themes/eveready/ pdf/csr-policy-14.pdf. The Annual Report on CSR Activities containing a brief outline of the CSR Policy, the composition of the CSR Committee and requisite particulars, inclusive of the initiatives taken, as well as the expenditure on CSR activities, forms a part of this Report as Annexure 2.

Pursuant to requirements under Section 134(5) of the Act, the Board, to the best of its knowledge and belief, confirms that: 1. the applicable accounting standards have been followed in preparation of annual accounts for Financial Year ended 31^st March 2025 and proper explanations have been furnished relating to material departures; 2. accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit and loss of the Company for year under review; 3. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities; 4. the annual accounts for Financial Year ended 31^st March 2025 have been prepared on a going concern basis; 5. internal financial controls are in place and that such financial controls are adequate and operating effectively; 6. adequate systems to ensure compliance with the provisions of all applicable laws are in place and are operating effectively.

During the year under review, Ms. Arundhuti Dhar [DIN: 03197285], Mr. Mahesh Shah [DIN: 00405556] and Mr. Roshan L. Joseph [DIN: 02053857] were reappointed as Independent Directors of the Company effective 21^st May, 2024, 27^th May, 2024 and 4^th October, 2024, respectively, by the shareholders of the Company on 16^th May, 2024 through Postal Ballot. Mr. Bibek Agarwala [DIN: 07267564], Chief Financial Officer and Key Managerial Personnel of the Company was appointed as Whole Time Director of the Company designated as Executive Director and Chief Financial Officer of the Company, for a period of five years, effective 5^th August, 2024, by the shareholders of the Company on 22^nd October 2024 through Postal Ballot. Mr. Sharad Kumar [DIN: 10452849] ceased to be Non-Executive Independent Director of the Company effective close of business hours on 2^nd December 2024. Mr. Ashok Kumar Barat [DIN: 00492930] was appointed as Non-Executive Independent Director of the Company for a term upto three consecutive years commencing from 5^th February, 2025 by the shareholders of the Company on 8^th April, 2025 through Postal Ballot. Mr. Suvamoy Saha [DIN: 00112375] was re-appointed as Managing Director of the Company for a period from 8^th March, 2025 till 30^th September, 2025 by the shareholders of the Company on 8^th April, 2025 through Postal Ballot. Mrs. Tehnaz Punwani superannuated from the Company’s service and ceased to be the Company Secretary effective close of business hours of 30^th November 2024. Mrs. Shampa Ghosh Ray was appointed as the Company Secretary of the Company effective 1^st December 2024. Mr. Anirban Banerjee was appointed as the Chief Executive Officer of the Company effective 10^th May 2025.

Requisite Notices have been received from Members proposing the appointment/re-appointment(s) of the said Independent Directors.

Necessary declarations from Ms. Arundhuti Dhar, Mr. Mahesh Shah, Mr. Roshan Louis Joseph and Mr. Ashok Kumar Barat stating that he/she individually meets with the criteria of independence as prescribed have been received. In the opinion of the Board, each of Ms. Arundhuti Dhar, Mr. Mahesh Shah, Mr. Roshan Louis Joseph and Mr. Ashok Kumar Barat, has the requisite integrity, expertise and experience and are eligible for their appointment/ re-appointment(s) as the case maybe. All the Independent Directors have enrolled themselves on the Independent Directors Databank and have either passed/exempted from the proficiency test/will undergo the online proficiency self-assessment test within the specified timeline.

Dr. A C Burman [DIN: 00056216] and Mr. Arjun Lamba [DIN: 00124804] will retire by rotation at the forthcoming Annual General Meeting and are eligible, for their individual re-appointments. The necessary resolutions for re-appointment forms part of the Notice convening the 90^th AGM scheduled to be held on 5^th August 2025.

As required under the provisions of the Act and Listing Regulations, all Independent Directors have confirmed that they meet the requisite criteria of independence.

On a Reference Application made by the Central Government to the Company Law Board (CLB) under Section 408 of the Companies Act, 1956, the CLB, by an order dated 20^th December, 2004 directed the Central Government to appoint three Directors on the Company’s Board for three years. As the CLB’s order suffers from various legal infirmities, the Company, based on legal advice, has challenged this order of the CLB before the Hon’ble High Court at Calcutta, which has, by an interim order, stayed the operation of the CLB’s order. The stay is continuing.

The Remuneration Policy is available on the website of the Company at https:// www.evereadyindia.com/wp-content/themes/eveready/pdf/remuneration-policy.pdf. This policy for selection and appointment of Directors, Senior Management and their remuneration, includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters as required.

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria and manner for evaluation of the performance of the Board as a whole, the Directors individually as well as the evaluation of the working of the Audit, Nomination & Remuneration, Stakeholders Relationship, Corporate Social Responsibility and Risk Management Committees of the Board. Annual Performance Evaluations as required have been carried out. The statement indicating the manner in which formal annual evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate Governance Report, which forms a part of this Annual Report.

The details regarding the Meetings of the Board and its Committees are given in the Corporate Governance Report which forms a part of this Report.

The details with respect to the compositions, powers, roles and terms of reference etc. of relevant Committees of the Board of Directors are given in the Corporate Governance Report which forms a part of this Annual Report. All recommendations made by the Audit Committee during the year were duly accepted by the Board and there were no instances of any disagreement between the Committee and Board.

In accordance with the provisions of Section 139 of the Act and pursuant to shareholders approval at the 89^th Annual General Meeting held on 3^rd August 2024, M/s Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) had been re-appointed as Statutory Auditors of the Company to hold office from the conclusion of the 89^th Annual General Meeting till the conclusion of the 94^th Annual General Meeting of the Company. The Auditors have confirmed that they comply with all the requirements and criteria and are not disqualified to continue to act as Auditors of the Company.

There are no Audit Qualifications/Reservations/Adverse Remarks in the Statutory Auditors Report. However, the Auditors have drawn attention of the Members on the penalty imposed by Competition Commission of India (CCI) as Emphasis of Matter in their report, the matter of which is covered elsewhere in the Report and also in the Notes on Accounts. The Auditors have not come across any instance of material fraud by the Company or in the Company by its officers or employees during the year.

Pursuant to Section 148 of the Act read with applicable rules, your Directors, have appointed M/s. Mani & Co., Cost Accountants, (Registration No. 00004), (being eligible for the appointment), to audit the cost accounts of the Company for the financial year ending 31^st March 2026. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting. The Company maintains necessary cost records as specified under Section 148 of the Act in respect of the specified products.

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2024-25 was conducted by M/s MKB & Associates, a firm of Company Secretaries in Practice (Firm Reg No: P2010WB042700). There are no Audit Qualifications/Reservations/ Adverse Remarks in the Secretarial Audit Report as annexed elsewhere in this Annual Report. The Secretarial Audit Report forms a part of this Report as Annexure 4. Pursuant to Regulation 24A of the Listing Regulations, the Board has recommended appointment of M/s MKB & Associates, a firm of Company Secretaries in Practice (Firm Reg No: P2010WB042700), as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years from FY 2025-26 to FY 2029-30. An appropriate resolution seeking approval of the shareholders of the Company has been included in the Notice convening the 90^th Annual General Meeting. MKB & Associates has given their consent and confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company and satisfies the eligibility criteria.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory, cost and secretarial auditors and external consultants specially appointed for this purpose, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and relevant board committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year ended on 31^st March, 2025.

No Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act were given/made during the year under the review.

Related party transactions entered into, during the year under review were on arm’s length basis, in the ordinary course of business, for the operational and administrative benefits of the Company. There were no contracts/ arrangements/transactions with related parties which could be considered as material and which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2024-25 and hence, does not form part of this Report. The Related Party Transaction Policy of the Company is hosted on the Company’s website at https://www.evereadyindia.com/wp-content/themes/eveready/ pdf/RPT-Policy.pdf.

The Risk Management Committee of the Board of Directors of the Company is entrusted with assisting the Board in discharging its responsibilities towards management of material business risk (material business risks include but is not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of SEBI Listing Regulations. All material risks faced by the Company are identified and assessed by the Risk Management Steering Committee and overseen by the

Risk Management Committee. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting the risks on a periodic basis. As on 31^st March 2025, the Risk Management Committee comprised of Mr. Suvamoy Saha as Chairman, Mr. Girish Mehta, Mr. Sourav Bhagat and Mr. Roshan L Joseph as Members of the Committee.

Your Directors have adopted a Vigil Mechanism/Whistle Blower Policy. The Policy is hosted on the website of the Company at https://www.evereadyindia. com/wp-content/themes/eveready/pdf/Whistle-Blower-Policy.pdf. None of the Company’s personnel have been denied access to the Audit Committee.

In accordance with Sections 92(3), 134(3)(a) of Act read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https://www.evereadyindia.com/wp-content/themes/eveready/ pdf/Annual-ReturnWebsite.pdf.

In accordance with the provisions of the SEBI Listing Regulations, the Managing Director and Executive Director & Chief Financial Officer of the Company have submitted the relevant certificate for the year ended 31^st March, 2025 to the Board of Directors.

The Competition Commission of India ("CCI") issued an Order dated 19^th April, 2018, imposing penalty on certain carbon zinc dry cell battery manufacturers, concerning contravention of the Competition Act, 2002. The penalty imposed on the Company was Rs 171.55 Crore. The Company filed an appeal and stay application before the National Company Law Appellate Tribunal, New Delhi, (NCLAT) against the CCI’s said Order. The NCLAT vide its order dated 9^th May, 2018, has stayed the penalty with the direction of depositing 10% of the penalty amount within 15 days with the Registrar of the NCLAT which has been duly deposited by your Company. Based on legal advice received by your Company, it is believed that, given the factual background and the judicial precedents, there are reasonable grounds on the basis of which the NCLAT will allow the appeal and accordingly, the Company is hopeful for a reduction of the quantum of penalty imposed. However, at this stage it is not possible for your Company to quantify or make a reliable estimate of the quantum of penalty that may be finally imposed on your Company. It may be noted that a certain amount of penalty will be levied on the Company as it had (along with other carbon zinc dry cell battery manufacturers) filed an application under the Lesser Penalty Regulations under the Act. In terms of the aforesaid legal advice, the Company has been advised that the matter should be recognized as a contingent liability as defined under Ind-AS 37 and there should be no adjustment required in the financial statements of the Company in accordance with Ind-AS 10. Accordingly, pending the final disposal of the appeal, the amount has been disclosed as contingent liability in the accounts for the year under review

The Company regards its workforce as one of its principal strengths. During the year under review, relations with employees remained cordial and constructive. The Board wishes to place on record its sincere appreciation for the dedication and contributions of all employees to the Company’s performance. The Company remains committed to a Human Resource Management philosophy that emphasizes merit-based recognition and actively fosters the continuous development of employee competencies. The actions undertaken during the year were in alignment with and reflective of this guiding principle. The details of the ratio of the remuneration of each director to the median employee’s remuneration and other particulars and details of employees in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 thereof forms a part of this Report as Annexure 3. The details of the employee’s remuneration as required under the said section and Rule 5(2) & 5(3) of the said Rules forms a part of this Report and are available at the Registered Office of the Company during working hours before the Annual General Meeting and shall be made available to any Member on request. None of the employees listed in the said Annexure is related to any Director of the Company, in terms of the definition of Relatives as provided in the Act.

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

During the year under review: a) There were nil cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee constituted in terms of the said Act, continues to be in place. b) Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. c) There was no change in the share capital or the nature of business of the Company. During the year under review, the Company has not issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares. d) An application under Section 9 of the Insolvency & Bankruptcy Code, 2016 has been filed before the Hon’ble National Company Law Tribunal (NCLT) at Kolkata, for a claim of an alleged operational debt of Rs 9.88 Crore, against the Company which has yet to be admitted by NCLT. The said application has been filed as an afterthought and is a counter claim to an application filed earlier by the Company before the NCLT at Hyderabad, for a claim of an operational debt of Rs 10.61 Crore against the same party which has since been dismissed on technical grounds. The Company has challenged the said dismissal. During the year under review, the Company has filed its claim for damages against the same party which is pending adjudication. The Company has been advised that it has a good chance of success in the legal proceedings.

Further in accordance with the recent amendments made in Rule 8(5) (xi) of Companies (Accounts) Rules, 2014 this is to confirm that as on 31^st March 2025, apart from the above, no application or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company. e) During the year under review there was no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5)(xii) of Companies (Accounts) Rules, 2014 do not arise. Further, this is to confirm that during the year under review there were no changes in the nature of business carried on by the Company or by any of its subsidiaries. f) The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year ended 31^st March 2025.

A Management Discussion and Analysis Report and a Report on Corporate Governance are presented in separate sections, forming part of this Annual Report.

In terms of the Listing Regulations as amended, the Business Responsibility & Sustainability Report is presented in a separate section, forming a part of the Annual Report.

Your directors place on record their appreciation for the valuable co-operation and support of its employees, customers, suppliers, value chain partners, shareholders, investors, government authorities, financial institutions, banks and other stakeholders.