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.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

During the year under review, revenue from operations stood at ' 1343.92
Crore as against ' 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 ' 152.31 Crore compared
to ' 140.28 Crore in the previous year. After accounting for Depreciation
(' 29.64 Crore over ' 30.25 Crore last year) and Interest/ Exchange Fluctuation
charges (' 25.69 Crore over ' 32.31 Crore last year), the Profit after Tax for
the year stood at ' 82.38 Crore, a substantial improvement from the previous
year's profit of ' 66.73 Crore. Net accumulated profits reached ' 130.81 Crore.

DIVIDEND

Your Directors are pleased to recommend a dividend at the rate of ' 1.50 (30%)
per fully paid up equity share of face value of ' 5/- each, for the financial year
ended 31^st March 2025 (previous year- ' 1.00). The proposed dividend on
7,26,87,260 fully paid up equity shares of ' 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.

TRANSFER TO RESERVES

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

OPERATIONS

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 ' 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 ' 139.2 crore and ' 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.

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

PROSPECTS

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.

FINANCE

Your Company maintained strong financial control through prudent working
capital management and operational efficiencies. The overall debt of the
Company marginally increased by ' 3.3 Crore to ' 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.

SUBSIDIARIES, ASSOCIATES & CONSOLIDATED FINANCIAL
STATEMENTS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

DIRECTORS' RESPONSIBILITY STATEMENT

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Arundhuti Dhar [DIN: 03197285], Mr. Mahesh
Shah [DIN: 00405556] and Mr. Roshan L. Joseph [DIN: 02053857] were re¬
appointed 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.

BOARD EVALUATION

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.

MEETINGS OF BOARD AND COMMITTEES

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.

COMMITTEES OF THE BOARD

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.

STATUTORY AUDITORS

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.

COST AUDITORS

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.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS/ARRANGEMENTS/
TRANSACTIONS WITH RELATED PARTIES

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.

RISK MANAGEMENT

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

ANNUAL RETURN

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.

CEO AND CFO CERTIFICATION

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE

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 ' 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

EMPLOYEE RELATIONS

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.

MATERIAL CHANGES AND COMMITMENTS

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.

OTHER DISCLOSURES

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 ' 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 ' 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND
REPORT ON CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY 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.

APPRECIATION

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.

For and on behalf of the Board of Directors

Suvamoy Saha Mohit Burman

Managing Director Director

(DIN: 00112375) (DIN: 00021963)

9^th May, 2025 Place: Kolkata Place: Mumbai