Dear Members,
The Board of Directors are pleased to present the Integrated Annual Report on the business and operations of your Company ("Crompton"), along with the Audited Financial Statements (Standalone & Consolidated) for the
Financial Year ended March 31, 2026.
1. STATE OF THE AFFAIRS OF THE COMPANY
The performance of the businesses is detailed out in the Management Discussion and Analysis Report ("MDA") which forms part of this Integrated Annual Report.
2. FINANCIAL PERFORMANCE
The highlights of the Financial Results (Standalone & Consolidated) are as under:
| Consolidated | Standalone | |||
Particulars |
F.Y. 2025-26 | F.Y. 2024-25 | F.Y. 2025-26 | F.Y. 2024-25 |
| Revenue from Operations | 8,095.52 | 7,864.08 | 7,193.23 | 7,028.29 |
| Other Income | 65.63 | 68.30 | 62.36 | 64.23 |
Total Income |
8,161.15 | 7,932.38 | 7,255.59 | 7,092.52 |
| Profit before exceptional items and tax | 677.14 | 756.21 | 663.92 | 755.59 |
| Exceptional Items | 756.44 | - | 754.85 | - |
Profit / (Loss) before tax |
(79.30) | 756.21 | (90.93) | 755.59 |
| Tax Expenses | 151.46 | 192.13 | 152.38 | 192.41 |
Profit / (Loss) for the year |
(230.76) | 564.08 | (243.31) | 563.18 |
| Attributable to | ||||
| Owners of the Company | (242.17) | 555.95 | (243.31) | 563.18 |
| Non-controlling Interest | 11.41 | 8.13 | - | - |
Other Comprehensive Income (OCI) |
1.40 | (1.56) | 0.06 | (2.12) |
Total Comprehensive Income |
(229.36) | 562.52 | (243.25) | 561.06 |
| Owners of the Company | (241.10) | 554.25 | (243.25) | 561.06 |
| Non-controlling Interest | 11.74 | 8.27 | - | - |
Opening Balance in retained earnings |
2,797.52 | 2,432.67 | 3,010.70 | 2,638.62 |
| Amount available for appropriations | 2,563.43 | 2,990.49 | 2,775.46 | 3,203.67 |
Appropriations |
||||
| Final Dividend Paid for F.Y. 2024-25 | (193.16) | - | (193.16) | - |
| Final Dividend Paid for F.Y. 2023-24 | - | (192.97) | - | (192.97) |
Closing balance in retained earnings |
2,370.27 | 2,797.52 | 2,582.30 | 3,010.70 |
3. OVERVIEW/ OPERATIONS OF COMPANYS FINANCIAL PERFORMANCE
• Consolidated income, comprising Revenue from Operations and Other Income, for the year was
I 8,161.15 Crore, 2.88% higher compared to I 7,932.38 Crore, in Financial Year 2024-25.
• Total Consolidated Revenue from Operations for the year increased to I 8,095.52 Crore vis-a-vis I 7,864.08 Crore in Financial Year 2024-25.
• Consolidated profit before exceptional items and tax for the year was I 677.14 Crore vis-a-vis I 756.21 Crore in Financial Year 2024-25.
• Consolidated Loss after tax for the year was I 230.76 Crore vis-a-vis profit of I 564.08 Crore in Financial Year 2024-25.
• During the year under review, your Companys export business experienced growth. This growth underscores the Companys commitment to reach new Consumers and deliver high-quality products to the global mark.
• No material changes or commitments have occurred between the end of the Financial Year and the date of this Report, which affect the Financial Statements.
4. DIVIDEND
In terms of the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("the SEBI Listing Regulations"), the Company has formulated a Dividend Distribution Policy ("the Dividend Policy"). The dividend policy is enclosed as Annexure 1 to this Report. It is also available on the Companys website and can be accessed at https://reports.crompton.co.in/shopify/ public/files/aaeGlqQcuR_Dividend-Distribution-Policy-1.pdf
The Board remains committed to provide sustainable dividend payouts through established dividend policy with the objective of rewarding shareholders, retaining capital for growth and ensuring fairness and consistency in distributing profits to shareholders.
Over the years, the Company has delivered a consistent value to its shareholders and have successfully maintained a track record of steady dividend payments, reflecting our strong financial performance and commitment to enhance shareholder returns.
Your Directors are pleased to recommend a dividend of
I 3 (Rupees Three Only) (150%) per equity share of face value of I 2 (Rupees Two Only) each on the share capital amounting to I 193.17 Crore, for the Financial Year ended March 31, 2026.
The said Dividend has been recommended in line with the Dividend Policy and will be paid out of the Profits for the year.
The dividend, subject to the approval of the Members at the Annual General Meeting ("AGM") to be held on August 07, 2026, will be paid within a period of 30 (Thirty) days from the date of AGM to the Members whose names appear in the Register of Members, as on the
Record Date, i.e. Friday, July 24, 2026.
In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. As a result, the Company will make the payment of the Final Dividend after deduction of tax at source at applicable rates.
5. TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the General Reserve.
6. MDA
Pursuant to the provisions of Regulation 34 read with
Schedule V(B) of the SEBI Listing Regulations, the MDA forms an integral part of this Integrated Annual
Report. The MDA provides a comprehensive overview of the operating environment and the Companys performance, and, inter alia, covers key aspects such as prevailing economic environment, industry structure and trends, growth drivers, and an overview of the
Companys business. It also outlines developments across manufacturing operations, innovation initiatives, marketing and supply chain functions, quality standards, human capital, sustainability initiatives, and the Companys approach to risk management.
7. SHARE CAPITAL
7.1 Paid-up capital:
During the year under review, your Company has made following allotments pursuant to the exercise of options by eligible employees under various ESOP schemes:
Sr. No. Name of the ESOP Scheme(s) |
No. of Shares |
| 1 Crompton Employee Stock Option Scheme -2016 (ESOP 2016) | 1,05,712 |
| 2 Crompton Employee Stock Option Scheme 2019 (ESOP 2019) | NIL |
| 3 Crompton Performance Share Plan (PSP 1 2016) | NIL |
| 4 Crompton Performance Share Plan (PSP 2 2016) | NIL |
Total |
1,05,712 |
Accordingly, the total paid-up share capital of the
Company as on March 31, 2026, stood at I 1,28,78,29,750
(Rupees One Twenty Eight Crore Seventy Eight Lakh Twenty Nine Thousand Seven Hundred and Fifty Only) divided into 64,39,14,875 (Sixty Four Crore Thirty Nine
Lakh Fourteen Thousand Eight Hundred and Seventy Five) equity shares of I 2.00 (Rupees Two Only) each.
7.2 Authorised Capital
During the year under review, there was no change in the authorised capital of the Company.
Your Company has neither issued any shares with differential rights as to dividends, voting or otherwise nor issued any sweat equity shares during the year under review.
8. FINANCIAL LIQUIDITY
The Companys principal sources of liquidity are cash and cash equivalents, liquid investments, and the cash flow that the Company generates from its operations. As on March 31, 2026, the Company is debt-free and has maintained sufficient cash to meet its strategic and operational requirements. Consolidated cash and cash equivalent as on March 31, 2026, stood at I 153.18 Crore
(Rupees One Hundred Fifty Three Crore and Eighteen
Lakh Only) vis-a-vis I 203.68 Crore (Rupees Two Hundred Three Crore and Sixty Eight Lakh Only) in the previous year. The Companys working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.
9. CREDIT RATING
The Company has received credit ratings from CRISIL Ratings Limited, and India Ratings and Research Private Limited (collectively referred to as "Agencies"). The ratings given by these agencies as on the date of the report are as follows:
Instrument(s) |
Rating Agency | Rating | Outlook |
| Short Term | India Ratings and Research | IndRa A1+ | Stable |
| Long Term | India Ratings and Research | IndRa AA+ | Stable |
| Short Term | CRISIL Ratings | CRISIL A1+ | Stable |
| Long Term | CRISIL Ratings | CRISIL AA+ | Stable |
The ratings reflect your Companys diversified business risk profile, established brand, leading position in multiple consumer durable segments and strong growth prospects, driven by focus on brand building and consumer sentiments. The stable credit rating reflects the Companys prudent financial policies, disciplined capital management practices, and strong governance framework. The ratings provide external validation of the Companys ability to meet its financial obligations and support access to funding on competitive terms. The Board and management remain committed to maintaining a conservative risk profile and financial flexibility, which are considered critical to sustaining business growth and enhancing long-term stakeholder confidence.
10. PUBLIC DEPOSITS
During the year under review, the Company has neither accepted nor renewed deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 (the "Act"), read together with the Companies (Acceptance of Deposits) Rules, 2014.
Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with
Chapter V of the Act is not applicable.
The requisite return for the Financial Year 2025-26 with respect to amount(s) not considered as deposits has been filed. The Company do not have any unclaimed deposits as on the date of this report.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of investments made, and guarantee provided by the Company under Section 186 of the Act, Regulation 34(3) and Schedule V of the SEBI Listing
Regulations forms part of this Integrated Annual Report in the Notes to the standalone financial statements for the Financial Year ended March 31, 2026.
Further, the Company has not given any loan or provided any security which are covered under the provisions of Section 186 of the Act during the year under review.
12. INTERNAL CONTROL SYSTEMS
12.1 Internal Controls and its adequacy
Your company has established a robust internal control framework to ensure transparency, accountability, and efficiency in its operations. These controls cover key financial and operations processes. The Company conducts periodic testing of its internal controls to assess their design and operating effectiveness. Any gaps identified are addressed through timely corrective actions. The implementations of these actions is regularly monitored by Senior Management and reviewed by Audit Committee. Internal Audits are carried out at regular intervals to evaluate the effectiveness of controls and identify areas of improvement. The findings and recommendations presented to the Audit Committee, which oversees the overall control environment. The adequacy of the internal control systems and procedures forms part of Managing Director & Chief Executive Officer ("MD & CEO") Certificate in the certification section of this Integrated Annual Report.
Process controls with evolving SAP solutions:
Your Company is actively enhancing IT in key processes, embedding major controls in SAP for accuracy.
Third-party validation is initiated to ensure system configuration effectiveness, while periodic reviews are conducted to control authorization to SAP through function-based user access supported by the Governance Risk and Controls module. Evolving
SAP solutions are utilised for process controls, with continued monitoring facilitated by automations and exception management.
12.2 Internal Controls over Financial Reporting
The Companys internal financial controls are commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. The Company has put in place robust policies and procedures, which inter alia, ensures integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds & errors.
13. VIGIL MECHANISM/ WHISTLE BLOWER POLICY ("WB Policy")
Over the years, your Company has built a reputation for conducting business with integrity, maintaining a zero-tolerance policy towards unethical behaviour, thereby fostering a positive work environment and enhancing credibility among stakeholders.
Your Company has formulated a WB Policy which provides adequate safeguards against victimization of Director(s)/ employee(s) and also provides for direct access to the Chairman of the Audit Committee.
It also assures them of the process that will be observed to address the reported violation. The Policy also lays down the procedures to be followed for tracking complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants. The Audit Committee oversees the functioning of this policy, and no personnel have been denied access to the Audit Committee.
Protected disclosures can be made by a whistle-blower through several channels to report actual or suspected frauds and violation of the Companys Code of
Conduct. The Policy also provides a mechanism to encourage and protect genuine whistleblowing amongst the Vendors.
Any incident that is reported is investigated and suitable action is taken in line with the WB Policy. The
WB Policy is available on the website of the Company and can be accessed at https://reports.crompton. co.in/shopify/public/files/JXVgUhnnht_Vigil%20 Mechanism%20and%20Whistleblower%20Policy.pdf The WB policy of the Company was last amended on
May 15, 2025.
The Companys WB Policy supports employees who report violations, ensuring a confidential and fair reporting process. To promote awareness of the WB
Policy, your Company has initiated Company-wide training sessions for all its employee(s) along with effective e-training modules for new hires during their induction. Additionally, your Company has set up an e-mail ID and a toll-free number for employee(s) to register WB complaints.
As a good corporate governance practice, the Company investigates all anonymous complaints submitted even without evidence. Any reporting is duly investigated in a fair manner and shared with the Board on a quarterly basis and actioned in line with the WB Policy, as applicable. During the Financial Year 2025-26, 45 (Forty-Five) whistle-blower complaints were received and suitable action has been taken in accordance with the WB policy.
14. SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURE COMPANIES
14.1 Subsidiaries
Your Company has 4 (Four) Subsidiaries including 1 (One) as material subsidiary, the details of which are as follows:
1. Pinnacles Lighting Project Private Limited (CIN: U74999MH2018PTC318891)
A wholly owned subsidiary incorporated on December 31, 2018, to execute, design, manufacture, test, supply, O&M of LED Street Lights & Poles and other related works for the implementation of Greenfield Street Lighting Project for 19 (Nineteen) Urban Local Bodies ("ULBs") in Odisha. This contract received from Government of Odisha, Housing & Urban
Development Department is on Public-Private Partnership ("PPP") basis.
Total Revenue booked for the Financial Year ended
March 31, 2026, was I 1.64 Crore (including I 0.63 Crore as Other Income). Profit after Tax was I 0.53 Crore as compared to a profit of I 0.77 Crore in the previous year.
2. Nexustar Lighting Project Private Limited (CIN: U74999MH2019PTC318955)
A wholly owned subsidiary incorporated on
January 02, 2019, to execute, design, manufacture, test, supply, O&M of LED Street Lights & Poles and other related works for the implementation of
Greenfield Street Lighting Project for 36 (Thirty-Six) ("ULBs") in Odisha. This contract received from the Government of Odisha, Housing & Urban Development Department is on PPP basis.
Total Revenue for the Financial Year ended March
31, 2026, was I 1.71 Crore (including I 0.75 Crore as Other income) and Profit after Tax was I 0.79 Crore as compared to I 1.05 Crore in the previous year.
3. Crompton CSR Foundation (CIN: U85300MH2019NPL324784) (CSR Unique Identification No: CSR00001086)
A wholly owned subsidiary incorporated under
Section 8 of the Act (being a Company limited by guarantee not having share capital) on May 01, 2019, primarily with an objective of undertaking/ channelizing the CSR activities of the Company.
Crompton CSR Foundation is registered under
Section 80G and Section 12A of the Income Tax Act, 1961.
4. Butterfly Gandhimathi Appliances Limited (CIN: L28931TN1986PLC012728)
As on March 31, 2026, Butterfly Gandhimathi
Appliances Limited ("Butterfly") is considered as material listed Indian subsidiary of the Company under Regulation 24 of the SEBI Listing Regulations. It was incorporated on February 24, 1986, to carry on the business as Importers, Exporters,
Manufacturers and Dealers of household and industrial vessels and utensils from all type of metals, plastics, ebonite, in particular all household appliances, lighting products and all types of consumer electrical goods.
Total Revenue for the Financial Year ended March
31, 2026, was I 951.46 Crore (including I 8.31 Crore as Other Income) and Profit after Tax was I 45.64 Crore as compared to a profit of I 32.53 Crore in the previous year.
Pursuant to the requirements of Regulation
34(3) read with Schedule V of the SEBI Listing
Regulations, the details of loans/ advances made to, and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.
14.2 Joint Ventures ("JVs")/ Associate Companies
The Company does not have any JVs or Associate
Companies during the year or at any time after the closure of the year and till the date of this Integrated
Annual Report.
15. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in compliance with the Ind AS notified under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act.
The said Consolidated Financial Statements forms part of this Integrated Annual Report.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached herewith as Annexure 2. The separate audited financial statements in respect of each of the subsidiary companies are available on the website of Company and can be accessed at https://www.crompton.co.in/ pages/financial-reports#SubsidiariesFinancials and are open for inspection by the Members.
Any Member desirous of inspecting the said financial statements or obtaining copies of the same may write to the Corporate Secretarial team at crompton. investorrelations@crompton.co.in The Company shall provide free of cost a copy of the Financial Statements of its Subsidiary Companies to the Members upon their request.
In line with the requirements of the Act and SEBI Listing Regulations, your Company has approved a policy for determining material subsidiaries which was last amended on May 13, 2026, and the same is available on the Companys website at https://reports.crompton. co.in/shopify/public/files/e2W4M42kWB_Policy%20 on%20Material%20Subsidiary_clean.pdf
16. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Company actively strives to adopt global best practices to ensure the effective functioning of the Board. It emphasises the importance of having a truly diverse Board whose collective wisdom and strength can be leveraged to create greater stakeholder value, protect their interests, and uphold better corporate governance standards. Your Companys
Board comprises of eminent professionals with proven competence and integrity. They bring in vast experience and expertise, strategic guidance and strong leadership qualities.
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills, including expertise in financial, diversity, global business, leadership, information technology, mergers and acquisitions, Board service and governance, sales and marketing,
Environmental, Social and Governance (ESG), risk management and cybersecurity and other domains, which will ensure that the Company retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on the website of the Company, at https://reports.crompton.co.in/shopify/ public/files/9Y7cXCcPqV_Board%20Diversity-Policy_ Crompton.pdf
The Board is unwavering in its commitment to the highest principles of Corporate Governance within the Company. It consistently sets standards that not only adhere to applicable legislation but also surpass expectations across various facets of our operations.
The Board holds ultimate responsibility for the development of strategy, material acquisitions and divestments, capital expenditure, capital structure, financing matters, policy oversight, internal controls, and the promotion of ethical behaviour.
As on March 31, 2026, the Board comprised of 1 (One) Executive Director, 5 (Five) Non-Executive Independent Directors (including 2 (Two) Women Independent Directors) and 1 (One) Non-Executive Non-Independent
Director, details thereof have been provided in the
Report on Corporate Governance which is a part of this Integrated Annual Report.
In terms of the requirement of the SEBI Listing
Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys businesses for effective functioning. The list of key skills, expertise and core competencies of the Board is detailed in the Report on Corporate Governance which forms part of this
Integrated Annual Report
16.1 Directorate
a. Appointments/ Re-appointments and Director eligible for retirement by rotation
The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee
("N&RC") of your Company. The details of N&RC
Policy are mentioned in the Report on Corporate
Governance which forms part of this Integrated effect from Annual Report. The N&RC policy is also available on the website of the Company and can be accessed at https://reports.crompton.co.in/shopify/public/ files/7U1WL14NWD_Nomination%20and%20 Remuneration%20Policy_clean.pdf
Further, there were following changes in the directorate during the year under review:
Retirement by rotation and subsequent re-appointment
In terms of Section 152 of the Act, Mr. Promeet effect from that Ghosh (DIN: 05307658) being liable to retire by rotation, was re-appointed by the Members at the AGM held on August 8, 2025.
In accordance with the provisions of Section
152 of the Act and the Companys Articles of Association, Mr. Promeet Ghosh (DIN: 05307658) is liable to retire by rotation at the forthcoming AGM and being eligible offers recommends re-appointment of Mr. Promeet Ghosh for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including profile of Mr. Promeet Ghosh is included separately in the Notice of AGM and Report on Corporate Governance, forming part of this Integrated Annual Report.
Retirement of Mr. P.M. Murty (DIN: 00011179)
The tenure of Mr. P.M. Murty as a Non-Executive
Independent Director of the Company concluded on July 24, 2025. Consequently, with effect from that date, he ceased to be a member of the Board, Chairman of the Nomination and Remuneration Committee (N&RC), and a member of all other committees of the Board of which he was a member.
Change in designation of Mr. D. Sundaram (DIN: 00016304)
Mr. D. Sundaram served as a Non-Executive Independent Director until September 17, 2025.
Thereafter, the Board on recommendation of N&RC at its meeting held on September
15, 2025 appointed him as a Non-Executive, Non-IndependentDirectorwith September 18, 2025, to hold office until he attains the age of 75 (Seventy-Five) years, i.e., up to April 15, 2028. The said appointment was subsequently approved by the Members through postal ballot on October 19, 2025.
Retirement of Mr. Shantanu Khosla (DIN: 00059877)
The tenure of Mr. Shantanu Khosla as a Non-Executive Vice Chairman of the Company concluded on December 31, 2025.Consequently,with date, he ceased to be a member of the Board, Chairman of the Corporate Social Responsibility Committee, and a member of all other committees of the Board of which he was a member.
Re-appointment of Mr. P. R. Ramesh (DIN: 01915274) himselfforre-appointment.TheBoard The Board on recommendation of N&RC at its meeting held on February 6, 2026, approved re-appointment of Mr. P. R. Ramesh as a Non-Executive Independent Director of the Company for a 2nd (Second) consecutive term, not liable to retire by rotation, for a period commencing from May 21, 2026, up to January 16, 2030 (both days inclusive). The said re-appointment was subsequently approved by the Members through a postal ballot on March 14, 2026.
The Board expresses its heartfelt appreciation for the leadership, guidance, and invaluable contributions made by the Directors during their respective tenures. Their unwavering commitment to exemplary governance and their pivotal role in steering the Company towards sustained growth and success have been commendable. The Directors efforts in upholding the Companys values and ensuring compliance with corporate policies have been instrumental in achieving strategic objectives and have played a significant role in the Companys transformation journey.
16.2 Key Managerial Personnel ("KMPs")
During the year under review, there were no changes in the KMPs of the Company.
In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, as on March 31, 2026, the following are the KMPs of the Company:
1. Mr. Promeet Ghosh, Managing Director & Chief Executive Director ("MD & CEO");
2. Mr. Kaleeswaran Arunachalam, Chief Financial Officer; ("CFO") and
3. Ms. Rashmi Khandelwal, Company Secretary & Compliance Officer( till April 23, 2026) Ms. Rashmi Khandelwal resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. April 23, 2026.
The Board placed on record its sincere appreciation for the valuable contribution made by Ms. Rashmi during her tenure as Company Secretary & Compliance
Officer and for the instrumental role played by her in upholding and strengthening the Companys corporate governance framework and ensuring compliance with applicable laws and regulations.
16.3 Independent Directors ("IDs")
The IDs are Non-Executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. All the IDs of the Company have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Board is of the opinion that the IDs of the
Company possess requisite qualifications, expertise and experience in the varied fields and holds highest standards of integrity. The IDs have also confirmed that they have complied with Schedule IV of the Act and the
Companys Code of Conduct. The terms and conditions of appointment of the IDs are placed on the website of the Company and can be accessed at https://reports. crompton.co.in/shopify/public/files/yFnc3ag3DW_ Letter-of-Appointment-of-Independent-Director-1.pdf In terms of Regulation 25(8) of the SEBI Listing Regulations, the IDs have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI order or any other such authority.
In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered themselves with Indian Institute of
Corporate Affairs, Manesar ("IICA") for the inclusion of their names in the data bank maintained by IICA. In terms of Section 150 of the Act read with Rule (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, since all the IDs have served on the Board of listed companies for a period of not less than 3 (Three) years at the time of inclusion of their names in the database, they are exempted from undertaking the online proficiency self-assessment test conducted by IICA.
As on March 31, 2026, Mr. P. R. Ramesh, Mr. Anil Chaudhry, Mr. Sanjiv Kakkar, Ms. Smita Anand and Ms. Hiroo Mirchandani serve as an IDs on the Board of the Company. Mr. D. Sundaram ceased to be an ID of the Company w.e.f. September 17, 2025, and Mr. P M Murty ceased to be an Independent Director of the Company w.e.f. July 24, 2025. Further, the details of the membership of committees and the qualifications and expertise of all the Directors are covered in the Report on Corporate Governance which forms part of this Integrated Annual Report.
16.4 Non-Independent Directors
As on the data of this report, Mr. Promeet Ghosh, MD & CEO and Mr. D Sundaram, Non-Executive, Non-Independent Director are Non-Independent Directors of the Company. The tenure of Mr. Shantanu Khosla as a Non-Executive
Vice Chairman of the Company concluded on
December 31, 2025. Consequently, with effect from that date, he ceased to be a member of the Board, Chairman of the Corporate Social Responsibility
Committee., and a member of all other committees of the Board of which he was a member.
16.5 Board Effectiveness
(a) Familiarisation Programme for IDs
36 415
Programmes hours
The Company has put in place a well familiarisation mechanism for IDs, which has continued to evolve over time. This mechanism is intended to facilitate a broad and informed understanding of the Companys business, operating framework, governance practices, and strategic direction. The familiarisation initiatives are designed in line with the provisions of the Act and the applicable regulatory framework.
A structured familiarisation programme is extended to IDs at the time of their induction to the Board and is supplemented through interactions and sessions conducted periodically during the year. The programme enables them to gain deeper insight into the Companys business model, organisational structure, internal processes, and key functional areas, thereby supporting informed oversight and effective participation in Board deliberations.
At the time of appointment, IDs are issued a comprehensive Letter of Appointment outlining the scope of their roles and responsibilities, terms of appointment, and applicable policies and codes, including the Code of Conduct and the Code to regulate, monitor and report trading by Designated Persons for prevention of
Insider Trading. IDs are also familiarised with the Companys industry context, strategic priorities, risk management framework, sustainability initiatives, corporate social responsibility programmes, innovation initiatives, and governance standards. Periodic business and operational updates are shared to keep them abreast of key developments.
Further, the Board and its Committees are regularly updated through detailed presentations and discussions on operational performance, significant business initiatives, regulatory and statutory developments, economic outlook, and industry and market trends. During the year, the Management also conducted focused deep dive sessions for the Board on important strategic themes and other critical business matters to further enhance the Boards collective understanding.
(b) Formal Board Performance Evaluation
Pursuant to the provisions of the Act read with the Rules framed thereunder and the SEBI Listing defined Regulations, the Board undertook an annual evaluation of its own performance, that of its
Committees, and of individual Directors. The
Company recognises that a structured and objective evaluation process is integral to enhancing
Board effectiveness, accountability, and overall governance standards. The evaluation framework and criteria were approved by the N&RC, guided by the principles set out in the advisory guidance issued by SEBI. The evaluation process was anchored by the Chairman of the N&RC with support from the
Chairman of the Board.
The performance evaluation was carried out through a structured framework covering qualitative and quantitative aspects of the Boards functioning. The evaluation parameters included, inter alia, composition and diversity of the Board, adequacy of skills and expertise, clarity of roles and responsibilities, timeliness and quality of information shared, effectiveness of meetings, strategic guidance, risk oversight, and overall governance performance. The assessment covered the Board as a whole, its Committees, and individual Directors.
The evaluation of the Committees of the Board included aspects such as composition and expertise of members, discharge of terms of reference, adherence to charters, and effectiveness in supporting the Board in fulfilling its responsibilities.
The performance of individual Directors was assessed on parameters including attendance and preparedness, quality of participation, contribution to deliberations, strategic insight, domain knowledge, and commitment to stakeholder interests.
In addition, the performance of Independent
Directors was evaluated with specific reference to independence of judgement, objectivity in decision-making, and absence of conflict of interest.
During FY 2025 26, the Company conducted its annual Board Evaluation in accordance with its established commitment to an effective governance framework. As in previous years, the process began with the electronic circulation of evaluation forms to all Directors, ensuring confidentiality and enabling candid, independent feedback. Directors assessed the effectiveness of the Board and its Committees, the quality of information flow, the performance of the Chairman and Managing Director, and undertook peer evaluations.
The overall assessment reflected a strong and effective Board, its chairman and that its committees continue to function effectively and report regularly on their activities.
The N&RC reviewed the consolidated findings and discussed key insights with the Independent Directors during an Independent Directors meeting. The discussion highlighted a Board culture characterised by trust, constructive challenge, and balanced attention to strategy, governance, and risk. Independent Directors reiterated that the Boards independence, ethical foundations, and engagement remain core strengths. They also identified a few focused areas for enhancement, including strengthening process discipline, deepening strategic engagement, and sharpening oversight of areas such as innovation, technology, etc.
These recommendations were subsequently discussed by the full Board, and a programme of actions was adopted. Committees tasked themselves with reviewing the recommendations relevant to them and formulating action plans. As an outcome of the above process, it was also decided that individual feedback report of each Director would be shared with them.
It was acknowledged that actions identified in previous evaluation cycles have been addressed and during the year, the Company made progress on several improvement themes, including strengthening operating capability, sharpening business strategy and the annual planning process, enhancing leadership focus on capability building, and deepening talent initiatives.
16.6 Remuneration policy and criteria for selection of candidates for appointment as Directors, KMPs and SMPs
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the
Company has in place a policy on remuneration of
Directors, KMPs and SMPs as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which is approved by the Board.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to
Executive and Non-Executive Directors (by way of sitting fees and commission), KMPs and SMPs. The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by
N&RC and the Board while selecting candidates. The policy on remuneration of Directors, KMPs and SMPs can be accessed at https://reports.crompton.co.in/shopify/ public/files/7U1WL14NWD_Nomination%20and%20 Remuneration%20Policy_clean.pdf
16.7 Executive Director Remuneration
Mr. Promeet Ghosh, MD & CEO is the only Executive Director on the Board of the Company.
The remuneration framework applicable to the
MD & CEO is structured with a balanced mix of fixed and variable components, reflecting the Companys philosophy of aligning executive compensation with performance and long-term value creation. The variable remuneration is considered and awarded on an annual basis, following a comprehensive evaluation of individual performance against defined Key Performance Indicators (KPIs), as well as the overall performance of the Company. The assessment and determination of the variable pay is undertaken by the N&RC in accordance with its mandate and governance framework. The remuneration structure for the MD & CEO does not include any clawback provisions.
In accordance with the applicable legal and regulatory framework, there is no prescribed requirement for mandatory stock ownership by the MD & CEO. Any stock options or share based incentives granted to the MD & CEO are governed by the Companys Employee Stock Option Plans, as approved by the Members from time to time. The administration and oversight of such stock based and performance linked incentive plans rests with the N&RC, which determines eligibility for all employees, including the MD & CEO, in line with the approved governance framework. For details of grant, vesting and exercised options please refer to Report on Corporate Governance which forms part of this Integrated Annual Report. The bifurcation of fixed pay and variable pay for MD & CEO as on March 31, 2026, is as under:
17. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES
17.1 Board meetings
The Board meets at periodic intervals to provide strategic direction and exercise oversight over the Companys business, policies, and overall management.
In addition to deliberating on matters of strategy and policy, the Board closely monitors operational performance through structured reviews and detailed presentations placed before it at quarterly meetings, enabling effective supervision of the Companys affairs and progress against stated objectives.
The Board and Committee meetings are planned well in advance, with a tentative annual calendar circulated to the Directors to ensure adequate preparation, informed participation, and orderly conduct of meetings. This forward planning approach supports timely and effective governance while allowing Directors to meaningfully contribute to Board deliberations. Where matters of urgency arise, the Board also considers and approves proposals through circulation, in compliance with applicable governance norms, to ensure continuity and responsiveness in decision-making.
To further strengthen oversight, the Board places emphasis on the quality, timeliness, and transparency of information shared by the Management. Regular and comprehensive updates on operational performance, key risks, regulatory developments, and strategic initiatives enables the Board to evaluate management actions, provide guidance, and ensure that appropriate controls and governance frameworks are functioning effectively.
The Board of Directors met 7 (Seven) times during the Financial Year 2025-26. The details of the meetings and the attendance of the Directors are mentioned in the
Report on Corporate Governance which forms part of this Integrated Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.
17.2 Board Committees
The Board has established several Committees as a matter of good corporate governance practices and as per the requirements of the Act and the SEBI Listing
Regulations. The Company has following 9 (Nine)
Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:
1. Audit Committee;
2. Nomination & Remuneration Committee ("N&RC");
3. Corporate Social Responsibility Committee
("CSR Committee");
4. Stakeholders Relationship & Share Transfer
Committee ("SRC");
5. Risk Management Committee ("RMC");
6. Environment Social and Governance Committee
("ESG Committee");
7. Allotment Committee for allotment of shares arising out of Stock Options;
8. Strategic Investment Committee ("SIC");
9. Committee for Debentures;
The composition, terms of reference, number of meetings held, and business transacted by the Committees are mentioned in the Report on Corporate
Governance which forms part of this Integrated Annual Report.
Pursuant to the requirements of Schedule IV to the Act, and the SEBI Listing Regulations, separate meetings of the IDs of the Company were held in May 15, 2025, November 06, 2025, February 02, 2026 and March 18, 2026 without the presence of Non-Independent
Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive, Non-
Independent Director and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.
The details and composition of the mandatory Committees of the Board are as follows:
17.2.1 AUDIT COMMITTEE
The Audit Committee functions as a key governance mechanism of the Board, entrusted with the responsibility of overseeing the Companys financial reporting process, internal control systems, audit functions, and compliance with applicable legal and regulatory requirements. The Committee provides independent oversight to ensure integrity, transparency, and robustness in financial and governance matters.
The Audit Committee comprises of 3 (Three) Members. The Committee is chaired by Mr. Sanjiv Kakkar (Non-Executive, Independent Director). The other Members of the Committee are Mr. P. R. Ramesh (Non-Executive, Independent Director), and Mr. D. Sundaram (Non-Executive, Non-Independent Director).
Details of the role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Integrated Annual Report.
Re-constitution of the Committee during the year:
The Board approved re-constitution of the Audit
Committee with effect from July 25, 2025, pursuant to the completion of Mr. P M Murtys term as a Director, consequent to which he ceased to be a Member of the Committee.
The Audit Committee was further re-constituted with effect from September 18, 2025, following the change in designation of Mr. Sundaram upon his appointment as a Non-Executive Non-Independent Director. Accordingly, Mr. Sundaram served as a Member of the Audit Committee in his capacity as a Non-Executive Independent Director up to September 17, 2025, and thereafter continued as a Member in his capacity as a
Non-Executive Non-Independent Director.
During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
17.2.2 NOMINATION & REMUNERATION COMMITTEE ("N&RC")
The N&RC plays a key role in supporting the Board in building a strong and capable leadership framework for the Company. The Committee is responsible for overseeing Board composition, succession planning, performance evaluation, and remuneration practices for Directors, Key Managerial Personnel, and Senior
Management, with a view to aligning leadership effectiveness and compensation structures with the
Companys long-term strategy, performance goals, and governance standards.
N&RC is responsible for inter alia, recommendation and approval of appointment and remuneration of the Directors, KMPs and SMPs. The Committee also acts as the Compensation Committee for the purpose of administration of the several Employee Stock Option Plans and Performance Share-Based plans, as amended from time to time. N&RC is also entrusted with the responsibility of framing the criteria for evaluation of the individual Directors, Chairperson of the Board, the Board as a whole and its Committees. It also frequently evaluates the working and effectiveness of the Board and manages the succession planning for
Board Members, KMPs and SMPs. The remuneration paid to Directors, KMP and SMPs of the Company are as per the terms laid down in the N&RC Policy.
The N&RC comprises of 3 (Three) Members. The Committee was chaired by Mr. P. M. Murty (Non-Executive, Independent Director) till July 24, 2025. Ms. Smita Anand (Non-Executive, Independent
Director) was appointed as Chairperson of the
Committee w.e.f. July 25, 2025. The other Members of the Committee are Mr. D. Sundaram (Non-Executive, Non-Independent Director) and Mr. Anil Chaudhry (Non-Executive, Independent Director). Details of the role and responsibilities of the N&RC, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate
Governance, which forms part of this Integrated Annual Report.
Re-constitution of the Committee during the year:
The N&RC was re-constituted with effect from July 25, 2025, consequent to the completion of Mr. P. M. Murtys term as a Director, pursuant to which he ceased to be a chairperson of N&RC w.e.f July 24, 2025. Mr. Anil Chaudhry (Non-Executive, Independent Director) was appointed as a Member of the Committee and
Ms. Smita Anand (Non-Executive, Independent Director) was designated as Chairperson of the Committee w.e.f. July 25, 2025.
The N&RC was further re-constituted with effect from September 18, 2025, following the change in designation of Mr. Sundaram upon his appointment as a Non-Executive Non-Independent Director. Accordingly, Mr. Sundaram served as a Member of the N&RC in his capacity as a Non-Executive Independent Director up till September 17, 2025, and thereafter continued as a Member in his capacity as a Non-Executive Non-Independent Director.
The N&RC Policy is available on the website of the Company and can be accessed at https://reports.crompton.co.in/ shopify/public/files/7U1WL14NWD_Nomination%20 and%20Remuneration%20Policy_clean.pdf
During the year under review, all the recommendations made by the N&RC were accepted by the Board.
17.2.3 CORPORATE SOCIAL RESPONSIBILITY ("CSR") COMMITTEE
The CSR Committee assists the Board in fulfilling its responsibilities relating to the formulation, implementation, and monitoring of the Companys
CSR policy and initiatives. The Committee provides oversight to ensure that CSR activities are aligned with the Companys values, statutory obligations, and sustainability objectives, while also promoting responsible and inclusive development in the communities in which the Company operates. The CSR Committee comprises of 4 (Four) Members, out of which 2 (Two) are Non-Executive, Independent Directors. The Committee was chaired by Mr. Shantanu Khosla (Non-Executive Vice Chairman) up till December 31, 2025. Ms. Hiroo Mirchandani (Non-Executive,
Independent Director was appointed as Chairperson of the Committee w.e.f. January 1, 2026. The other Members of the Committee are Mr. D Sundaram (Non-Executive, Non-Independent Director), Ms. Smita Anand (Non-Executive, Independent Director) and Mr. Promeet Ghosh (MD & CEO).
Re-constitution of the Committee during the year:
The CSR Committee was re-constituted with effect from September 18, 2025, following the change in designation of Mr. Sundaram upon his appointment as a Non-Executive Non-Independent Director. Accordingly, Mr. Sundaram served as a Member of the CSR Committee in his capacity as a Non-Executive Independent Director up till September 17, 2025, and thereafter continued as a Member in his capacity as a
Non-Executive Non-Independent Director.
The Committee was further re-constituted with effect from January 1, 2026, pursuant to the completion of Mr. Khoslas term as a Non-Executive Vice Chairman and Chairperson of CSR Committee. Ms. Hiroo Mirchandani (Non-Executive, Independent Director) was appointed as Member of the Committee and was subsequently designated as Chairperson of the
Committee w.e.f. January 1, 2026.
The details of the role and responsibilities of the CSR Committee, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Integrated Annual Report. In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, the Company has set up a CSR
Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Integrated Annual Report as Annexure 3.
The CSR Policy as recommended by the CSR Committee and as approved by the Board is available on the website of the Company and can be accessed at https://reports. crompton.co.in/shopify/public/files/U6kk0A8Uoy_ Corporate-Social-Responsibility-Policy-1.pdf
During the year under review, all the recommendations made by the CSR Committee were accepted by the Board.
17.2.4 STAKEHOLDERS RELATIONSHIP & SHARE TRANSFER COMMITTEE ("SRC")
The SRC assists the Board in overseeing the redressal of shareholder and investor grievances and monitoring the effectiveness of investor service standards. The
Committee ensures timely resolution of complaints, effective communication with stakeholders, and compliance with applicable legal and regulatory requirements, thereby reinforcing the Companys commitment to transparency, fairness, and protection of stakeholder interests.
The SRC comprises of 3 (Three) Members, out of which 1 (One) Member is Non-Executive, Independent Director. The Committee is chaired by Mr. D. Sundaram (Non-Executive, Non-Independent Director). The other Members of the Committee are Ms. Hiroo Mirchandani (Non-Executive, Independent Director) and Mr. Promeet Ghosh (MD & CEO).
The details of the role and responsibilities of the SRC, the particulars of meetings held, and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of this Integrated Annual Report.
Re-constitution of the Committee during the year:
The SRC was re-constituted with effect from July 25, 2025, pursuant to the completion of Mr. P. M. Murtys tenure as a Director, consequent to which he ceased to be a Member of the Committee.
The SRC was further re-constituted with effect from September 18, 2025, following the change in designation of Mr. Sundaram upon his appointment as a Non-Executive Non-Independent Director. Accordingly, Mr. Sundaram served as a Chairman of the SRC in his capacity as a Non-Executive Independent Director up till September 17, 2025, and thereafter continued as a Chairman in his capacity as a Non-Executive Non-Independent Director. Further, Ms. Hiroo Mirchandani was appointed as Member of the Committee w.e.f. September 18, 2025.
The SRC Policy is available on the website of the Company and can be accessed at https://reports. crompton.co.in/shopify/public/files/RYvj6XpMad_
Stakeholders-Relationship-and-Share-Transfer-
Policy-1.pdf
During the year under review, all the recommendations made by the SRC were accepted by the Board.
17.2.5 RISK MANAGEMENT COMMITTEE ("RMC")
The RMC assists the Board in providing effective oversight of the Companys enterprise wide risk management framework, including the identification, assessment, monitoring, and mitigation of risks that may impact the achievement of the
Companys objectives. The Committee reviews the risk management and mitigation framework on a periodic basis to ensure its continued relevance and effectiveness and supports the Board in fulfilling its corporate governance responsibilities in relation to key strategic, operational, financial, regulatory, and emerging risks, including risks related to information technology and cyber security.
The RMC comprises of 3 (Three) Members. The Committee is chaired by Mr. P. R. Ramesh (Non- Executive, Independent Director). The other Members of the Committee are Mr. D. Sundaram, (Non-Executive, Non-Independent Director) and Mr. Anil Chaudhry (Non- Executive, Independent Director).
Re-constitution of the Committee during the year:
The RMC was re-constituted with effect from July 25, 2025, pursuant to the completion of Mr. P. M. Murtys tenure as a Director, consequent to which he ceased to be a Member of the Committee. Mr. Anil Chaudhry was appointed as Member of the Committee w.e.f. July 25, 2025.
The RMC was further re-constituted with effect from September 18, 2025, following the change in designation of Mr. Sundaram upon his appointment as a Non-Executive Non-Independent Director. Accordingly, Mr. Sundaram served as a Member of the RMC in his capacity as a Non-Executive Independent Director up to September 17, 2025, and thereafter continued as a
Member of the Committee in his capacity as a Non-
Executive Non-Independent Director.
The details of the role and responsibilities of the RMC, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the
Report on Corporate Governance, which forms part of this Integrated Annual Report. During the year under review, all the recommendations made by the RMC were accepted by the Board.
The RMC Policy is available on the website of the Company and can be accessed at https://reports. crompton.co.in/shopify/public/files/TzVrEdMGxk_Risk-Management-Policy-1%20(2).pdf
During the year under review, all the recommendations made by the RMC were accepted by the Board.
18. RISK MANAGEMENT FRAMEWORK
The Companys Board of Directors has delegated the responsibility of formulating, implementing, and monitoring the risk management plan to the
RMC. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls.
A business-centric approach to risk management is used to identify potential risks. Based on materiality of the risk, response strategies are developed and assigned to concerned risk owner. The head of risk management works closely with all business and functional team in carrying out identification, evaluation, monitoring and reporting of risk response, under the guidance of Leadership Council and
Enterprise Risk Management ("ERM") Council. The update on risk management is presented before ERM
Committee at least twice a year.
The Risk Management Framework is reviewed periodically by the RMC and the Board is informed about the risk assessment and minimization procedures to ensure that executive management controls the risk by means of a properly designed framework, which includes discussing the Management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks. In addition, the management across the Company is responsible for identifying critical risks and implementing appropriate risk responses within their area of responsibility.
The risk management framework proves instrumental in helping the management to identify the best possible option to mitigate identified risks, in line with the organizations strategy, objectives, and risk appetite.
The detailed discussion on risk management forms part of the MDA, which forms part of this Integrated
Annual Report.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In accordance with the requirements of the Act and the SEBI Listing Regulations, as amended from time to time, the Company has framed a Policy on Materiality of and dealing with Related Party Transactions ("RPTs") which is uploaded on the website of the Company and can be accessed at https://reports.crompton.co.in/ shopify/public/files/ngCNXyBHnt_Policy%20on%20 Materiality%20of%20and%20dealing%20with%20 Related%20Party%20Transactions_clean.pdf. The RPT
Policy captures framework for RPTs and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.
All RPTs are placed before the Audit Committee for review, approval and recommendation to the Board for its approval. The Audit Committee grants omnibus approval for all the RPTs which are foreseen and repetitive in nature, based on the criteria approved by the Board. A detailed statement of all RPTs is placed before the Audit Committee every quarter for their review and noting.
The Company follows robust internal processes before entering into transactions with related parties and the considerations which govern the transactions with related parties are the same as those applicable for other vendors of the Company. All the transactions are undertaken for the benefit of the Company and in compliance with the applicable laws. None of the transactions are prejudicial to the interest of the
Company. In order to ensure transparency and arms length pricing for such supplies by related parties, the Company seeks multiple quotes from related and unrelated parties of equal standing and appoints a related party only if such party offers competitive terms, including pricing, as compared to unrelated parties. Along with pricing, manufacturing capabilities to effectively serve the Companys requirements and quality parameters are primary factors taken into consideration.
Further, the Audit Committee seeks advice from external consultants and experts on determining, as and when required, whether a particular transaction which is being considered by the Audit Committee would be regarded on an arms length basis or otherwise.
As a part of the Companys annual planning process, before the beginning of a financial year, details of all the transactions proposed to be executed with related parties, including the estimated amount of transactions to be executed, manner of determination of pricing and commercial terms, etc. are presented to the Audit Committee for its consideration and approval. The details of said transactions are also placed before the
Board for their information. Further approval is sought during the year for any new transaction/modification to the previously approved limits/terms of contracts with the related parties. This is followed by a quarterly review of the related party transactions by the
Audit Committee. The Board of your Company have approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the
RPT Policy on related party transactions.
During the year under review, there were no significant material transactions with related parties in terms of the SEBI Listing Regulations requiring approval of the Members. The details pertaining to transactions which were not at arms length basis are given in Form
AOC-2, along with all the RPTs entered during the year, as a good corporate governance practice attached as Annexure 4, attached to this Boards report, forming part of this Integrated Annual Report.
None of the Directors and the KMPs have any pecuniary relationships or transactions vis-a-vis the Company. The Directors draw attention of the Members to Note No. 32 of the standalone financial statements setting out the disclosure on RPTs for the Financial Year 2025-26. In compliance with Regulation 23(9) of the SEBI Listing
Regulations, the Company has submitted the intimation on Related Party Transactions (RPTs) to the Stock
Exchanges within the prescribed statutory timelines.
20. TRANSFER OF EQUITY SHARES FROM UNPAID/ UNCLAIMED DIVIDEND TO THE IEPF
In accordance with the provisions of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), including applicable circulars and amendments issued thereunder, dividends that remain unpaid or unclaimed for a continuous period of 7 (Seven) years from the date they become due are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government.
Further, the IEPF Rules stipulate that shares in respect of which dividend has not been claimed by the Members for 7 (Seven) consecutive years or more are also required to be transferred by the Company to the designated dematerialised account of the IEPF Authority ("IEPF Account") within the prescribed timelines.
Accordingly, the Company is required to transfer the unclaimed dividend declared for the Financial Year
2018-19, along with the corresponding shares on which dividends have remained unclaimed for 7 (Seven) consecutive years, to the IEPF in compliance with the
IEPF Rules. In this regard, the Company proposes to issue a newspaper advertisement advising Members to claim their unpaid dividend and the underlying shares lying in the unpaid dividend account of the Company.
During the year under review, the Company transferred the unclaimed and un-encashed dividends of
I 50,24,143.25 (Rupees Fifty Lakh Twenty-Four Thousand One Hundred Forty-Three and Twenty Five Paise Only). Further, 1,37,586 (One Lakh Thirty-Seven Thousand Five Hundred and Eighty-Six) corresponding shares on which dividends were unclaimed for 7 (Seven) consecutive years were transferred.
The Company has individually communicated to all concerned shareholders whose dividend and shares are liable to be transferred to the IEPF. In addition, newspaper advertisements have also been published from time to time, advising Members to claim their unclaimed dividend and shares prior to the transfer to the IEPF Account. The details of such shareholders and shares transferred to IEPF is available on the website of the Company at https://www.crompton.co.in/pages/ investors-relations#ShareholderResources
Members whose shares and/or dividend have been transferred to the IEPF Authority may file a claim for refund by submitting an application in Web Form IEPF-5 available on www.iepf.gov.in The voting rights on shares transferred to the IEPF Authority remain frozen until such shares are claimed by the rightful owner. Shares held in the IEPF demat account cannot be transferred or dealt with in any manner except for the purpose of transfer to the claimant upon approval by the Authority. Any corporate benefits, other than rights issues, such as bonus shares, split, consolidation, or fractional entitlements arising on such shares, shall also be credited to the IEPF demat account. Any further dividend received on such shares shall be credited directly to the IEPF.
Members are requested to claim the shares/ dividend, which have remained unclaimed/ unpaid, by sending a written request to the Company at crompton. investorrelations@crompton.co.in or to the Companys Registrar and Transfer Agent, KFin Technologies Limited at einward.ris@kfintech.com or at their address at KFin Technologies Limited at Selenium Tower B, Plot 31-32,
Financial District, Nanakramguda, Serilingampally
Mandal, Hyderabad 500032. Consequent to the resignation of Ms. Rashmi Khandelwal from the position of Company Secretary & Compliance Officer with effect from April 23, 2026, the position of Nodal Officer for the purposes of IEPF, which was held by her, became vacant. In order to fill the said position in the interim and to ensure effective handling of matters, administrative convenience, and seamless coordination with the IEPF Authority, the Board at its meeting held on May 13, 2026 appointed Mr. Devanshu Parekh, Senior
Associate Manager – Secretarial as the Deputy Nodal
Officer of the Company under the IEPF Rules with from the said date. Members can find the details of Nodal officer appointed by the Company under the provisions of IEPF at https://www.crompton.co.in/ pages/corporate-governance#CorporateGovernance In terms of Regulation 43A of the SEBI Listing
Regulations, the Company has adopted a Dividend Distribution Policy and the same is available on the website of the Company and can be accessed at https://reports.crompton.co.in/shopify/public/files/ aaeGlqQcuR_Dividend-Distribution-Policy-1.pdf
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of your
Company and its operations in future.
22. RISK ARISING OUT OF LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS
The Company operates in a regulatory environment governed by multiple laws, regulations, interpretations, and administrative positions, including those relating to direct taxation and legal matters. In the ordinary course of business, uncertainties inherent in tax positions and legal proceedings may result in the recognition of provisions or disclosure of contingent liabilities. In assessing such matters, the Management exercises considerable judgement in evaluating the nature and magnitude of risks involved, including the determination of appropriate provisions for potential exposures.
These assessments are dynamic in nature and may undergo significant changes as matters evolve and additional information becomes available. Accordingly, such provisions and contingencies are reviewed on a periodic basis to reflect developments in each case. Where specialised expertise is required, the Company engages external legal and tax advisors of repute to assist in evaluating these matters. Reference is also drawn to the disclosures under "Key Audit Matters" in the Auditors Report, which address aspects of management judgement involved in these matters.
23. AUDITORS a. Statutory Auditors
M/s. M S K A & Associates LLP, Chartered
Accountants {formerly known as M/s. M S K A &
Associates, Chartered Accountants} (ICAI Firm
Registration Number 105047W/ W101187) were appointed as Statutory Auditors of the Company by the Members at the Extra-Ordinary General Meeting held on August 27, 2021, to hold office as Statutory Auditors for a term of 5 (Five) consecutive years, i.e. till the conclusion of 12th AGM.
As per the provisions of Sections 139, 141 and all other applicable provisions, if any, of the Act and
Rules framed thereunder, M/s. M S K A & Associates
LLP is eligible for re-appointment as Statutory
Auditors of the Company for another term of 5 (Five) years.
After evaluating and considering various factors such as industry experience, competency of the audit team, capability to serve the business landscape, efficiency in conduct of audit, market standing of the firm, independence etc., the Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on
May 13, 2026, approved the re-appointment of M/s. M S K A & Associates LLP for a second term of 5 (Five) consecutive years from the conclusion of 12th AGM up till the conclusion of 17th AGM to be held for financial year 2030-31 at a remuneration of I1,25,60,000 (Rupees One Crore Twenty Five Lakh Sixty Thousand Only), excluding GST and reimbursement of out of pocket expenses for the Financial Year 2026-27.
The Audit Committee and the Board while recommending the reappointment of M/s. M S K A
& Associates LLP, considered various parameters such as ongoing experience with the firm, their in-depth technical knowledge of accounting and auditing standards, market standing and clientele served, etc. In addition, the Audit Committee and the Board evaluated the firm on parameters such as adherence to professional and ethical standards, robustness of audit methodology, adequacy of resources and engagement team strength, consistency in audit approach, independence, and demonstrated ability to address complex accounting, regulatory, and reporting matters.
The Company has received consent and necessary confirmations from M/s. M S K A & Associates LLP, as required under Sections 139 and 141 of the Act and Companies (Audit and Auditors) Rules, 2014. Established in 1978, M S K A & Associates LLP is a Limited Liability Partnership firm registered with the Institute of Chartered Accountants of India
("ICAI") and the US Public Company Accountancy Oversight Board ("PCAOB") havingoffices across 12 (Twelve) cities in India at Mumbai, Gurugram, Chandigarh, Kolkata, Ahmedabad, Chennai, Goa, Pune, Bengaluru, Kochi, Hyderabad and
Coimbatore. The audit firm has a valid peer review certificate.
The Firm primarily provides audit and assurance services, tax and advisory services, to its clients.
The Firms Audit and Assurance practice has significant experience across various industries, markets and geographies.
The Auditors Report on the financial statements of the Company for the Financial Year ended March
31, 2026, forms part of this Integrated Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. Auditors Report is self-explanatory and therefore, does not require further comments and explanation.
During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under
Section 134(3)(ca) of the Act is not applicable.
The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.
The Statutory Auditors attends the AGM of the Company.
b. Cost Auditors
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the Company is required to maintain cost records as specified by the Central Government. Accordingly, the Company has maintained cost accounts and records in the prescribed manner. The records maintained by the Company under Section 148 of the Act are required to be audited by a Cost Accountant.
The Board of the Company at their meeting held on May 13, 2026, based on the recommendation of the Audit Committee, approved the appointment of M/s. Ashwin Solanki & Associates, Cost Accountants (Firm Registration Number: 100392) as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the Financial Year 2026-27. The Company has received a certificate from M/s. Ashwin Solanki & Associates, confirming their consent and that they are not disqualified from being appointed as the Cost Auditors of the Company. A remuneration of
I 6,50,000 (Rupees Six Lakh Fifty Thousand Only) plus applicable taxes and out-of-pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the ensuing AGM. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for Financial Year 2026-27 will be placed at the ensuing AGM.
M/s. Ashwin Solanki & Associates have affirmed that the cost records for the Financial Year ending
March 31, 2026, comply with all requirements under Section 141(3) and the proviso to Section 148(3), read with Section 141(4) of the Act, without any disqualifications. They have also confirmed their independence.
c. Secretarial Auditors & Secretarial Audit Report
The Board at its meeting held on May 15, 2025, appointed M/s. Parikh & Associates, Company
Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial
Year 2025-26. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure 5 to this Integrated Annual Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to recent amendments in SEBI LODR
Regulations vide Circular No. SEBI/LAD-NRO/ GN/2024/218 dated December 12, 2024, basis the recommendation of Board of Directors, subject to approval of its Members, a listed entity shall appoint/ re-appoint: i. an individual as Secretarial Auditor for not more than 1 (One) term of 5 (Five) consecutive years; or ii. a Secretarial Audit for not more than 2 (Two) terms of 5 (Five) consecutive years,
In accordance with Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, and Regulation 24(A) of the SEBI Listing
Regulations, based on the recommendation of the Audit Committee, the Board, at their meeting held on May 15, 2025, approved the appointment of Parikh & Associates, Practicing Company
Secretaries (ICSI Unique Code P1988MH009800), as the Secretarial Auditors, for a term of 5 (Five) consecutive years, i.e. till the conclusion of 16th AGM of the Company to be held for the Financial Year 2030-31 which was subsequently approved by the Members at the Annual General Meeting held on August 8, 2025.
The Board at their meeting held on May 13, 2026, basis the recommendation of the Audit Committee approved the remuneration of Parikh & Associates of I 2,50,000 (Rupees Two Lakh Fifty Thousand
Only) for conducting the audit of the secretarial records of the Company for the Financial Year
2026-27.
Pursuant to the provisions of Regulation 24A of the
SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the Financial Year 2025-26 for all applicable compliances as per SEBI Regulations and circulars/ guidelines issued thereunder.
Further, the wholly-owned subsidiaries of the Company as mentioned above are not material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in
Regulation 24A of the SEBI Listing Regulations, do not apply to such subsidiaries.
Further, the Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, shall be open for inspection during the AGM, electronically.
d. Internal Auditors
Pursuant to the provisions of Section 138 of the Act, the Board, at its meeting held on May 15, 2025, based on the recommendation of the asSecretarialAuditor
Audit Committee, approved the appointment of
M/s. Grant Thornton Bharat LLP (Identity number AAA- 7677) to conduct the internal audit of the Company for the Financial Year 2025-26.
The Board of at their meeting held on May 13, 2026, has re-appointed M/s. Grant Thornton Bharat LLP as the Internal Auditors of your Company for the
Financial Year 2026-27 to review various operations of the Company at remuneration of I 68,95,000 (Rupees Sixty Eight Lakh Ninety Five Thousand Only).
24. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affectingthefinancial position of the
Company which occurred between the end of the
Financial Year of the Company to which the financial statements related to and date of this report. There is no change in the nature of business of the Company.
To capitalize on emerging opportunities, the Company undertook diversification initiatives by exploring new categories in electrical and electronic products to enter into non conventional and alternative energy segments such as solar, wind, hydel, and other allied areas, along with related products and services. To facilitate this expansion, the Company amended the
Object Clause of its Memorandum of Association ("MoA"), enabling it to pursue emerging business opportunities with significant growth potential, thereby expanding its portfolio and creating long-term value for shareholders.
25. AWARDS AND RECOGNITIONS
The detailed Section on awards & recognitions forms part of this Integrated Annual Report.
26. ENHANCING SHAREHOLDER VALUE
Enhancing long-term shareholder value remains a central focus of the Companys strategic and operational framework. Crompton continues to pursue sustainable and profitable growth by strengthening its core businesses, expanding its presence across markets, and investing in initiatives that reinforce competitiveness and resilience. The Companys strategic priorities are directed towards improving financial performance while balancing growth, efficiency, and prudent capital allocation.
The Companys approach to value creation is anchored in a strong market orientation and a deep understanding of consumer needs, enabling it to respond effectively to evolving preferences and industry trends. Continuous investments in product innovation, brand building, distribution reach, and operational efficiencies support the Companys efforts to strengthen its market position. A disciplined focus on commercial excellence, supported by robust marketing and sales capabilities, enables effective execution of growth strategies across categories and geographies.
In parallel, the Company remains committed to responsible value creation for all stakeholders. Its business decisions and actions are guided by principles of good governance, sustainability, and long-term value creation, ensuring that growth initiatives are aligned with economic performance, social responsibility, and environmental stewardship. Through this balanced approach, the Company seeks to deliver enduring value to its shareholders while contributing positively to the broader ecosystem in which it operates.
27. CORPORATE GOVERNANCE
Your Company believes that strong corporate governance is anchored in effective leadership, well-defined policies and processes, robust systems, and an enduring culture of values. The Companys governance framework reflects its commitment to ethical conduct, accountability, and transparency, which guide its interactions with all stakeholders. By integrating integrity into decision-making and ensuring openness in its operations, the Company seeks to build and sustain stakeholder confidence. The overarching objective of the corporate governance framework is to support sustainable value creation and enhance shareholder value in a manner that is responsible, lawful, and aligned with long-term interests.
The Company is committed to maintain the highest standards of Corporate Governance and adheres to all requirements of corporate governance in letter and spirit, ensuring that its governance framework aligns with regulatory standards and best practices. The Companys Board comprises a diverse mix of experienced professionals who bring a wealth of expertise and independent oversight to the decision-making process. All the Committees of the Board meet at regular intervals as required in terms of SEBI Listing
Regulations. The Board has taken necessary steps to ensure compliance with statutory requirements. The Directors, KMPs, and SMPs of the Company have complied with the approved Code of Conduct for
Board and SMPs. A declaration to this effect, according to Schedule V of the SEBI Listing Regulations, signed by the MD & CEO of the Company, forming part of this
Integrated Annual Report.
The Board re-affirms their continued commitment to good corporate governance practices.
During the year under review, the Company complied with the provisions relating to corporate governance as provided under the SEBI Listing Regulations. Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate report on
Corporate Governance is annexed to this Integrated Annual Report.
Further, following certificate(s)/ declaration(s) forms an integral part of the Report on Corporate Governance: a) A declaration signed by Mr. Promeet Ghosh, MD &
CEO, stating that the Members of Board and SMPs have affirmed compliance with the Companys
Code of Business Conduct and Ethics; b) A compliance certificate from the Companys Secretarial Auditors confirming compliance with the conditions of Corporate Governance; c) A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and; d) A certificate of the MD & CEO and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow adequacy of the internal control measures and reporting of matters to the Audit Committee. Pursuant to Regulation 34 of the SEBI Listing
Regulations, a separate report on Corporate
Governance is annexed to this Integrated Annual Report. Further, a certificate from Mr. Mitesh
Dhabliwala, Practicing Company Secretary, on compliance with corporate governance norms under the SEBI Listing Regulations forms part of the Report on Corporate Governance, forming part of Integrated Annual Report.
28. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Your Company believes that sustainable and inclusive growth is enabled by a strong governance framework that integrates environmental and social responsibility into business strategy and decision making. ESG considerations are embedded across the Companys policies, processes, and oversight mechanisms, ensuring responsible conduct, transparency, and accountability. Through consistent and credible disclosure of ESG performance aligned with recognized global standards, the Company seeks to reinforce stakeholder trust and support long-term value creation.
The Business Responsibility and Sustainability Report
("BRSR"), including the BRSR Core, reflects the
Companys structured approach to sustainability reporting in line with the National Guidelines on
Responsible Business Conduct ("NGRBC"). The BRSR Core comprises key performance indicators across 9 (Nine) ESG principles, enabling enhanced governance oversight and effective monitoring of sustainability performance. For the Financial Year 2025-26, the
Company has obtained reasonable assurance on the BRSR Core indicators and limited assurance on the BRSR non core indicators, underscoring its commitment to data integrity and reliability of disclosures.
To strengthen governance rigor and transparency, the Company engaged M/s. TUV India Private Limited to provide independent assurance on ESG disclosures, including reasonable assurance for BRSR Core indicators and limited assurance for BRSR non core indicators, in accordance with applicable international assurance standards. The sustainability disclosures are aligned with SEBI requirements, the Global Reporting Initiative ("GRI") Standards, and the United Nations Sustainable Development Goals ("SDGs").
The initiatives outlined in this report demonstrate the
Companys focused efforts to responsibly manage environmental and social impacts, strengthen governance systems, and create positive outcomes for stakeholders while supporting long-term sustainable value creation.
29. PARTICULARS OF EMPLOYEES
There are 32 (Thirty-Two) employees who were in receipt of remuneration of not less than I 1,02,00,000 (Rupees One Crore and Two Lakh Only) if employed for the full year and 8 (Eight) employees who were in receipt of remuneration of not less than I 8,50,000 (Rupees Eight Lakh and Fifty Thousand Only) per month if employed for part of the year. Disclosures concerning the remuneration and other details as required in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ("Rules") is provided in Annexure 6 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.
Further, the details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules of the Act is available for inspection at the Registered Office of your Company during working hours. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Integrated Annual Report and has been sent to the Members excluding the aforesaid exhibit.
Any Member interested in obtaining copy of such information may write to the Corporate Secretarial department at crompton.inverstorrelations@crompton. co.in
30. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors, the Secretarial Auditor, the Cost Auditors nor the Internal Auditors have reported to the Audit
Committee of the Board, under Section 143(12) of the
Act, any instances of fraud committed against the
Company by its officers or employees.
31. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company for the Financial Year ended March 31, 2026 is available on the website of the Company at https://www.crompton. co.in/pages/financialreports#AnnualReports
32. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the applicable provisions of
Secretarial Standard 1 and Secretarial Standard 2,
"Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of
Company Secretaries of India and notified by the Ministry of Corporate Affairs.
33. STATUTORY DISCLOSURES a. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo.
As required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format in Annexure 7 to this
Integrated Annual Report.
b. Research and Development (R&D)
Your Company is dedicated to achieving excellence by prioritizing R&D as a cornerstone of innovation. The Company cultivates a culture of creativity ingrained within our people and processes. The Companys in-house R&D team is committed to pioneering sustainable product innovations driven by cutting-edge technology, ensuring efficiency across the entire product lifecycle, from design and development to manufacturing processes.
Your Company has "Innovation & Experience Centre" in Mumbai serving as the hub for all R&D innovation teams. This centre fosters fungibility and creativity within its Design Studio and encourages experimentation within its labs, which are equipped with ultra-modern infrastructure.
In line with its commitment of creating consumer delight, the Company has launched a diverse range of products across various segments. These products are designed to showcase excellence both in terms of technology and aesthetics.
A) Fans:
Fluido BLDC IoT–With the successful launch of
Fluido induction, we have now launched Fluido with BLDC technology. Designed for the modern home, Fluido BLDC maintains its unibody, sculpted look. Beyond its sleek silhouette, the fan offers silent feature through its ABS aerodynamic blades which are anti-dust requiring minimal upkeep.
Fluido BLDC ensures that our pursuit of ‘Form meets Function remains at the heart of our super premium portfolio.
Enso Senze IoT - Building on the established success of Enso BLDC, we introduced the Enso Senze IoT, a new and improved designed for the connected home. The newer version offers IoT enablement, allowing for seamless voice control via Alexa and Google Home. This version isnt just smarter; its significantly more refined, featuring 2x silent operation for an ultra-quiet environment and an easy-to-clean anti-dust finish. The Enso
Senze IoT demonstrates our commitment to taking our best-performing products and constantly pushing the boundaries of what they can offer the modern consumer.
Elevate BLDC – Its minimal and simplistic design provides superior performance along with energy efficiency. Powered by our indigenous next-gen BLDC platform Nucleus, this fan strives to offer you the utmost comfort with a point anywhere remote and 5-star savings. This smooth and elegant finish fan is available 6 colours to match every decor and offer comfort in every room.
Aura2 BLDC – By integrating cutting-edge BLDC technology with our most iconic fan model, we have achieved the perfect synergy of heritage and high performance with Aura2 BLDC. It delivers significant power savings without compromising on air delivery. Its aerodynamic blades offer optimum airflow ensuring savings and maximum product benefits. The new Aura2 BLDC stands as benchmark of our commitment to evolving classic reliability through modern innovation.
(B) Pumps
The Company has launched key products in various categories which are as detailed below:
i. Categories:
Residential pumps
• Launched New V4 & V3 Dura Submersible pumps series by increasing the product Durability and with BEE star rating to reduce electrical consumption
• Launched IntelliSense controller for Automatic fiscal water level control with protections like Overload, dry run & High/low Voltage
• Expanded our residential pumps portfolio with the Aquagold, Flomax Dura series and Introduced SWJ plus series till 1.5HP
• Strengthen the Inhouse Manufacturing capability by launching Mini Master-I & Mini Master Plus-I
• Launched Jet pump with better performance & higher discharge
Agriculture:
• Launched new V4 Magna series with Improved
Performance and increased Durability
• Launched Intellisense Smart-Agri controller to make the pump smart and IOT Enabled
• Expanded Monoblock pump series by developing super low voltage pump
• Launched Openwell Solidus Series with optimum performance & cost
Specialty:
• Expanded up to 10HP STP series to deliver robust performance for larger industrial systems with increased operational efficiency.
Solar:
• Successfully developed and launched 3HP & 7.5HP agricultural solar pumps for irrigation systems, compliant with MNRE guidelines, providing sustainable energy solutions for efficient irrigation. ii. Other Highlights:
• Completely revamped V3 & V4 Submersible pump through Dura series with improved product performance & durability within the residential & Agricultural category enhancing market penetration and customer satisfaction.
• Developed solutions for smart & convenient operations for residential as well as agricultural pumps by launching "Intellisense" & Intellisense
Smart-Agri" products respectively.
• Expanded Product Portfolio by launching new products in Monoblock, Openwell, Jet & SWJ Series as per specific market requirements.
(C) Appliances year, we demonstrated Duringthe exceptional execution across our product development roadmap, consistently bringing innovative, consumer-centric solutions to the market.
• Storage Water Heaters: We successfully executed 100% of our product roadmap, launching all 9 (Nine) planned models for the year. A key milestone was the introduction of our advanced anti-scale range, designed to enhance product longevity. Furthermore, we launched the Regera Hz, strategically fortifying our horizontalproductofferings to cater to evolving consumer preferences.
• Instant Water Heaters: We rolled out all 10 (Ten) planned models for FY 2025 26. This included expanding our anti-scale technology into the instant water heater segment. A standout achievement was the launch of Solarium
Blaze our first purely in-house designed and developed instant water heater, which earned global design recognition by winning the prestigious Red Dot Award. Additionally, we successfully scaled the launch of our DMDC models across regions and channels.
• Immersion Rods: We executed a comprehensive revamp of our immersion rod portfolio, introducing 4 (Four) new SKUs. Reinforcing our commitment to innovation, we pioneered the industrys first-ever anti-scale range within this category, setting a new benchmark for durability and performance.
• Air Coolers: Our air cooling category was further strengthened with the launch of 9 (Nine) new models in FY 2025 26. To elevate user convenience, we expanded our offerings by introducing remote-controlled models across our tower and desert cooler segments.
• Room Heaters: We expanded our portfolio by launching 8 (Eight) new models. We introduced our Oil-Filled Radiators (OFRs), alongside a newly developed range of heat convector, quartz, and halogen heaters.
(D) Kitchen Appliances
Grinders: - We have strengthened the grinders category with the launch 14 (Fourteen) new products across sub categories of Mixer Grinders, Food Processors, Nutri Blenders and Slow Juicers.
We ventured into food processors category which can do multi-functional food preparation tasks like grind, blend, chop, and effortlessly knead a variety of ingredients, enhancing the efficiency of food preparation.
In the health and lifestyle category, we launched the Ameo Fresh range, featuring Cold Press Juicers that ensures maximum juice extraction, while preserving essential vitamins, claiming upto 90% vitamin retention. Additionally, weve introduced the Nutri Blender Range, aimed at consumers who want to elevate their experience with contemporary and efficient appliances designed for daily grinding, blending, and convenient on-the-go use.
Garment Care: We expanded steam irons category with the launch of Fabrimagic range of steam irons with clear consumer benefit of effortless ironing.
Small Kitchen Appliances: We strengthened our cooking appliances with the launch of Infrared Cooktops – bringing convenience and ease of use by enabling consumers to use a wide range of utensils.
We introduced AMEO range of air fryers with benefit of oil free cooking and Nutriguard to retain more nutrients as compared to traditional deep frying methods. Full range of rice cookers with feature of 24 hours of keep warm was launched.
Maxcrisp sandwich makers that turn into a grill at the flick of a switch was also into introduced in the portfolio.
We introduced a lineup of kettles with Instanourish Pro featuring a multi-cooking benefits with steamer function in a kettle and enhanced aesthetics.
Activhot series with premium aesthetics and a cool touch body.
Large Kitchen Appliances:
• Strengthened product development philosophy on Consumer insights led technological innovations, such as the AQI led suction Chimney range Sylvaire and AQNova.
• Focused on market first initiatives to drive competitive advantage in a cluttered category like Chimneys patents filed for AirIQ technology and claims on highest suction power and lowest noise.
• Design and aesthetics have been a continuous focus area, with introduction of differentiated and elegant design elements in key products like Oressa & Sylvaire, also setting up a pipeline of premium cooktops with matt glass for FY27.
State of art Validation lab has been developed to test our products.
All these products are meticulously designed with enhanced aesthetics and packaging.
(E) Lighting
B2C
• Your Company has introduced many new products which are based on consumer insights and feedback. Consumer lighting space has evolved over the last few years from only functionality to Decor and style. Connected products are also making an entry in consumer homes, with low-cost technology being a catalyst to democratize the market.
• Your Company has introduced a range of decorative Battens, designed with premium aesthetics to align with consumer preferences, delivering both indirect and direct illumination options to consumers.
• Capitalizing on increasing movement of consumers from functionality to decor & style, your Company has launched a decorative range of wall lights and festive lights.
• Your Company has expanded its presence to plug-&-play and lighting-adjacent categories.
• To win in an increasingly competitive market and gain market share, your Company has launched a range of economy battens and ceiling lights.
B2B
• Your company has introduced new products in indoor commercial lighting, street lighting, flood lighting, industrial lighting luminaire range with upgraded specifications to cater to different applications.
• Your company has introduced specially designed streetlights with improved optics to cater to wider highways and expressways which would help in reducing total cost of ownership for customers.
• Your company has introduced new range of high wattage flood lights with precise optics
& optimum performance to cater to airports aprons, railway yards and sports application.
• Your company has introduced new range of industrial products (Highbay, Well Glass,
Bulkhead) for various industrial segments like
Oils & Gas, Steel & Cement and the fast-growing warehousing sector.
34. NON-CONVERTIBLE DEBENTURES
During the year under review, the Company successfully completed the redemption and repayment of the final tranche of its Non-Convertible Debentures (NCDs), with a principal amount of I 300 crore, along with applicable interest on July 22, 2025. This redemption marks the full repayment of the entire debt aggregating to I 2,125 crore, which was originally raised in connection with the acquisition of Butterfly Gandhimathi Appliances Limited, a 75% material subsidiary of the Company. With this final repayment, the Company has fully discharged all 5 (Five) scheduled tranches of NCDs in a disciplined and timely manner. Consequently, the
Company has transitioned to a zero-debt position and has become net cash positive.
This achievement underscores the Companys strong operating performance, robust cash flow generation, and prudent financial management. The elimination of debt is expected to lead to a significant reduction in interest costs and will enable the Company to allocate resources more effectively towards growth initiatives, innovation, and enhancing shareholder value. This milestone also reflects the effectiveness of the
Companys capital allocation discipline and the oversight exercised by the Board and its Committees in managing leverage and financial risk. The timely and orderly repayment of the entire debt portfolio demonstrates a strong governance framework focused on balance sheet strength, financial resilience, and long-term sustainability. This strengthened financial position enhances the Companys flexibility to pursue strategic opportunities while maintaining a prudent risk profile and reinforcing stakeholder confidence.
35. EMPLOYEE STOCK OPTION PLAN ("ESOP")
The Company recognizes that a well-structured employee equity-based incentive framework plays a strategic role in aligning employee interests with long-term organizational objectives and shareholder value creation. Stock options have proven to be an effective mechanism to incentivize employees to drive profitable growth and wealth creation, while also serving as a performance-linked reward to attract, motivate, and retain high-potential and critical talent in a competitive environment. The ESOP forms an integral part of the Companys overall reward and retention philosophy and seeks to foster a culture of ownership, accountability, and sustained performance.
The Company has framed various Employees Stock Option Scheme ("ESOP Schemes") in accordance with the SEBI (Share-Based Employee Benefits) Regulations, 2014, read with Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SBEB & SE") as a measure to reward and motivate employees and attract & retain talent.
Objective of the above ESOP schemes is to align the interests of employees with those of the shareholders in driving long-term value creation. Since its implementation, the Plan has been effectively functioning as a framework to reward and retain employees, fostering a sense of ownership and commitment towards the Companys growth and profitable performance. There has been no material change in any of the subsisting ESOP Schemes.
Presently your Company has following ESOP Schemes:
• Crompton Employee Stock Option Scheme 2016
("ESOP-2016")
• Crompton Employee Stock Option Scheme 2019
("ESOP-2019")
The disclosure relating to ESOPs required to be made under the provisions of the Act, and the rules made thereunder, and the SBEB & SE Regulations is provided in Annexure 8 which forms part of this Integrated
Annual Report.
No employee has been issued stock options, during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant. The issuance of equity shares pursuant to exercise of stock options does not affect the profit and loss account of the Company, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable.
36. LONG-TERM INCENTIVE SCHEME 2025
During the year under review, the N&RC, at its meeting held on May 15, 2025, approved the introduction of the
Crompton Annual Long-Term Incentive ("LTI") Plan for a period of 3 (Three) years, with the 1st (First) payout released in June 2025. The Plan has been introduced with the objective of strengthening long-term value creation and enhancing the retention of key talent critical to the Companys strategic objectives.
The LTI Plan is designed to reward sustained performance over a defined period, subject to continued association with the Company and achievement of prescribed organisational and individual performance parameters. The framework seeks to align employee interests with the Companys long-term growth and performance outcomes.
The Plan incorporates appropriate governance and control mechanisms in line with sound corporate governance practices. The Board believes that the introduction of the Crompton Annual LTI Plan will support leadership continuity and reinforce a performance-driven culture aligned with the
Companys long-term goals.
As per the policy, the employee leaving the organisation within 12 (Twelve) months of payout, is required to return the amount paid, to the Company at the time of separation. This provision has been incorporated to promote long-term retention and reinforce accountability and alignment with the Companys governance and reward framework.
37. EMPLOYEE ENGAGEMENT
Your Company conducted organisation-wide Pulse survey, in partnership with Gallup Q12, recorded a participation rate of 94% in FY 2025-26, as compared to 88% last year, this was achieved in a significantly shorter window of 10 (Ten) days. This strong uptake signals that employees trust the listening process and believe their feedback leads to action.
Key themes from the FY 2025-26 survey:
• Overall value score strengthened across the organisation.
• Pride in Cromptons products and services increased.
• Engagement scores showed a positive trend, reflecting the business turnaround over recent years
• Top strengths identified: opportunity to do ones best work, psychological safety and recognition.
Engagement results were cascaded by business leaders directly, reinforcing genuine leadership ownership of employee experience. Action plans are co-owned by HR and cross-functional employee cohorts, ensuring solutions are rooted in the actual concerns of each function rather than generic plans. Our effort is to listen & act thereby positively impacting employee experience.
Employee voice and transparency
We reinforced open communication through unfiltered SpeakUp access to the CHRO and transparent MD & CEO led townhalls. Improved ethical scores and anonymised investigation updates continue to build trust and accountability.
Engagement beyond surveys
Beyond formal listening, the Company fosters genuine connection through sports, wellness, celebrations and employee platforms. HRBPs enable agenda-less conversations that build trust, belonging and psychological safety,driving ownership and discretionary effort.
Happy To Help: Employee assistance programme
Our Employee Assistance Programme provides employees and their families with confidential, third-party-supported counselling and guidance across mental health and emotional support, physical health, financial wellness and personal or family-related challenges. By encompassing families within its scope, the programme reflects a holistic understanding of well-being.
Leadership & Capability Building
Our 2 (Two) flagship programmes, CLDP (Crompton
Leadership Development Programme) for senior leaders and FLDP (Functional Leadership Development Programme) for mid-management, continued to evolve in this fiscal. While the core objective of nurturing strategic and operational leadership remains unchanged, this year we went beyond traditional development by integrating 3 (Three) distinctive enhancements:
• Cross-business value chain understanding, enabling leaders to navigate the full breadth of Cromptons operations;
• Consumer immersions, where participants engage directly with end-users in the market to sharpen business insight;
• Participation in business-critical AOP projects, ensuring leadership development translates directly into organisational impact;
The results speak for themselves: 41% of the participants have already been promoted and
29% have transitioned into expanded roles, a clear indication that these programmes are building a robust internal leadership pipeline.
Diversity & Inclusion
We are committed to building a workplace where diversity is respected, equity is practised and inclusion is embedded in everyday decisions. Our approach is structured around 4 (Four) pillars: employee awareness, inclusive hiring strategies, talent integration and development, and supportive workplace policies. In FY 2025-26, we made continued progress across each of these dimensions.
Representation and hiring
Campus recruitment remains the Companys most visible lever for improving gender representation. In FY 2025-26, we achieved meaningful milestones in our entry-level programmes, reinforcing a diverse talent pipeline for the future:
These results reflect deliberate hiring design and targeted outreach. We continue to work towards broader representation at mid and senior levels as our pipeline matures.
Inclusive policies and workplace support
The Company strengthened several policies in
FY 2025-26 that directly support employee well-being and equitable participation:
• Enhanced travel safety provisions for women employees.
• Caretaker allowances for new mothers, enabling better balance during critical life transitions
• Continued implementation of the Prevention of
Sexual Harassment (POSH) framework across all locations.
• Launch of a Diversity taskforce - HerVoice.
38. ENVIRONMENT, HEALTH & SAFETY (EHS)
Crompton is committed to foster a safe, healthy, and environmentally responsible workplace across all operations. During the year, the company continued to advance its EHS performance through strong governance, proactive risk management, and continuous improvement initiatives aligned with global best practices.
A structured EHS Management System served as the backbone for driving excellence in environmental stewardship, occupational health, and operational safety. Leadership involvement remained strong through regular reviews, site engagements, and oversight of compliance and performance indicators.
Clear accountability frameworks, strengthened by department-level ownership, ensured that EHS responsibilities were embedded across all functions.
On the environmental front, the company sustained its focus on resource efficiency, emissions reduction, waste minimization, and regulatory compliance.
Targeted initiatives resulted in improved environmental performance, enhanced monitoring, and ongoing progress toward long-term sustainability goals.
In occupational health and well-being, the organization promoted preventive healthcare, and reinforced workplace ergonomics. Mental health support, awareness campaigns, and employee-wellness initiatives further contributed to a healthier workforce.
Safety performance remained a priority, with continuous emphasis on hazard identification, risk assessment, and implementation of engineering and administrative controls. High-risk activities were managed through rigorous permit-to-work systems, competency development, and safety observations.
Incident reporting and investigation processes were further strengthened, resulting in enhanced learning, improved CAPA effectiveness, and a maturing safety culture.
Contractor safety management was further reinforced through pre-qualification, training, supervision, and performance monitoring. Emergency preparedness capabilities were elevated through mock drills, infrastructure upgrades, and readiness assessments.
Steady progress was made in fostering a proactive EHS culture and remains committed to ensuring that all employees, contractors, and stakeholders operate in a safe and environmentally responsible manner.
Continued investments in systems, technologies, training, and leadership engagement will further strengthen our journey toward sustainable operations and a Zero Harm workplace.
39.1 Environment a green pursuit
Your Company is committed to fostering a culture of sustainable progress across the organization. accordingly, Companys environmental sustainability framework is focused on 3 (Three) key pillars "Products
"Infra-Facilities" and "Business Supply Chain". This framework integrates its entire value chain — from factories to supply chain to product use. This structured approach marks a decisive step toward building a low-carbon, future-ready consumer durables business.
(A) Sustainable Products:
• Enhancing the efficiency of our existing lines and Scaling portfolio of renewable-energy based products-solutions are the integral aspects of our product sustainability drive.
• Achieved 56% and 63% Energy Intensity Reduction and Use Ph. GHG Avoidance in 5
Star Induction Motor & BLDC Based Ceiling
Fan Respectively.
• 5.29 million metric tonnes (MMT) CO2 Eq. Lifetime
Use Phase GHG Emission Avoidance through Energy Efficient Ceiling Fans in FY2025-26.
• 6,588 million kWh Lifetime Energy Saving through Energy Efficient Ceiling Fans in FY2025-26.
• Avg. 9% Standing Loss Reduction @ Storage
Water Heater, Resulting Energy Conservation &
Use Phase Emission Avoidance.
• Product Ecolabel Certification (Type-1 Ecolabel): Ceiling Fan & Lighting Product
Certified for CII GreenPro Type-1 Ecolabel 551 Lighting SKUs Ecolabel Certified, 37 Ceiling Product Family Certified.
• Sustainable Packaging: Started implementation of compostable packaging to reduce downstream plastic waste footprint.
• 38% Use Phase GHG Emission Intensity Reduction Observed for Ceiling Fan Per Unit Sales against Baseline FY2022.
(B) Sustainable Infra-Facilities (Mfg. Footprint):
Reduce and optimize energy, emission, water and waste footprint across the manufacturing facilities is the drive agenda for Sustainably Infra-Facilities
Key Pillar. The Company established central digitize environmental performance monitoring dashboard for transparency and accountability.
(C) Energy and Emission:
The strategic emission reduction program drive through "Renewable Energy Resource Utilization" & "Energy Conservation" levers.
Renewable Energy Resource Utilization:
Based on major contributor / hotspot 2.3 MW
Solar Open access system implemented at
Pudupakkam Chennai-BGMAL Plant. Contributing Annual Average 38.41 Lakhs kWh Renewable Power with 2727 MT Annual GHG scope 1 & 2 Emission Reduction.
250 KW Rooftop Solar Project Execution Work in progress at Ahilyanagar Plant. Which further contributes Annually Avg. 3.68 Lakhs kWh Renewable Power with 268 MT Annual GHG Scope 1 & 2 Emission Reduction.
Energy Conservation Drive:
Detailed energy audit conducted at Pudupakkam
Chennai (BGMAL) Plant. Major opportunities identified in terms of compressed air system efficiency improvement through optimum loading of an equipment & pressure set point optimization. Energy efficient motor for hydraulic press machine.
Energy conservation initiative implemented at other location as:
1) Light Pipe Installed @ Ahilyanagar Plant Helps to Reduce Shopfloor Lighting Load During Day Time. (Day Light Conservation)
2) HVLS Fan Installation @ Ahilyanagar Plant
- Optimizes the Ventilation Power Load of
Shopfloor,
3) Energy Efficient BLDC Fan
Bethora Plant
4) Solar Street Lighting implementation @ Pudupakkam Chennai Plant (BGMAL)
5) Occupancy Sensor Implementation for
Lighting Auto Control at Ahilyanagar Plant
6) Robotic machine installation result in enhancement of productivity, quality and avoid the safety issues.
7) Level Based Auto On-Off Pumping System Control Mechanism at Baroda Plant.
8) Proximity Sensor Implementation to Optimize
Power Consumption in Tapping-Sealing Machine at Bethora Plant
9) Startup Power Consumption Optimize @
Varnishing Over Through Conveyor Control
Logic Modification
10) Energy Efficient IR Heating for Motor
Varnishing Process at Ahilya Nagar Plant
11) Skylight Sheet for Roof & Side Cladding at
Baddi Plant to Optimize Lighting Load
Consolidated Energy Consumption & GHG
Scope 1 & 2 Emission: Energy Consumption:
65,414 GJ (13,866 GJ Renewable + 51,549 GJ
Non-Renewable) in F.Y. 2025-26 against 64,422 GJ (33.90 GJ Renewable +64,388 GJ Non-Renewable) in FY. 2024-25. Overall, 21% Energy Sourced from
Renewable Resource (Solar Power) out of Total
Energy Demand in F.Y. 2025-26.
GHG Scope 1 & 2 Emission:
23% Emission Reduction Observed inF.Y. 2025-26 against FY2024-25 (GHG Scope 1 & 2
Emission for F.Y. 2024-25: 12,455 MT CO
2 Eq. and F.Y. 2025-26: 9,553 MT CO2 Eq.) Emission reductionimpact majorly derived by renewable energy project implementation.
(D) Water Conservation:
"Reduce, Recycle-Resue and Recharge" Approach followed for water conservation across the manufacturing facilities.
Consumption reduction derived through low flow fixture and water saving aerator implementation, 100% STP treated water reused for secondary application of landscape and flushing through dedicated piping & pumping network. Rainwater harvesting achieved through collection tank & recharge pits which are integrated with rooftop storm water piping network.
(E) Waste Management:
100% adherence to state pollution control board compliance. Zero wate to landfill across all manufacturing facilities. Hazardous and non-hazardous waste sent to secondary use & recycling process through authorized state pollution control board agency. Takeback and reuse initiative started at Bethora to optimize RM packaging waste generation for localized supply point.
(F) Sustainable Business Supply Chain:
Company Initiated Awareness Training & Capability Building for Strategic Supply Chain Partners Monitoring, Tracking & Performance Improvement of Key Sustainability Parameters Energy, Water, Waste, Emissions, Safety and Compliance. ESG
Performance Assessment of Strategic Supply Chain Partners through Centralized Dashboard integrated with Annual VQP Assessment Process.
(G) Crompton Unveils 2035 Sustainability Goals:
A Strategic Blueprint for Advancing the Consumer Durables Sector and Creating a Better Future for People and the Planet with the completion of a comprehensive Scope 1, 2, and 3 greenhouse gas (GHG) emissions assessment including detailed CO intensity evaluations across key product categories. Crompton has established a strong foundation for its long-term sustainability journey. Building on baseline (year 2022), the company has set ambitious targets to achieve a 50% reduction in Scope 1 and Scope 2 GHG emissions and a 60% reduction in emission intensity for ceiling fans by 2035.
38.2 Energy & Emission Footprint:
21% Renewable Energy Use Across Manufacturing Plant (Consolidated). Supported 2.3 MWp Solar Open Access Power @ Pudupakkam Chennai (BGMAL) 5 KW Rooftop top at Ahilyanagar & Bethora Plant.
(A) Energy Consumption:
• 65,414 GJ (13,866 GJ Renewable + 51,549 GJ Non-Renewable) in F.Y. 2025-26 against 64,422 GJ (33.90 GJ Renewable + 64,388 GJ Non-Renewable) in F.Y. 2024-25 . Overall, 21% Energy
Sourced from Renewable Resource (Solar Power) out of Total Energy Demand in F.Y. 2025-26
• 46% Energy Sourced from Renewable Resource (Solar Power) at Butterfly Pudupakkam Plant out total Plant Power Demand.
(B) GHG Scope 1 & 2 Emission:
• 23% Emission Reduction Observed in F.Y. 2025-26 against F.Y. 2024-25 (GHG Scope 1 & 2
Emission for F.Y. 2024-25: 12,455 MT CO
2 Eq. and F.Y. 2025-26 : 9,553 MT CO2 Eq.) Emissionreduction impact majorly derived by renewable energy project implementation.
• 51% GHG Scope 1 & 2 Emission Reduction at Butterfly Pudupakkam Plant in F.Y. 2025-26 against F.Y. 2024-25.
38.3 Water & Waste Footprint:
• 100% STP treated water reused for secondary application of landscape and flushing through dedicated piping & pumping network across manufacturing facilities.
• Zero wate to landfill across all manufacturing facilities. Hazardous and non-hazardous waste sent to secondary use & recycling process through authorized state pollution control board agencies.
• 56,437 KL Water Reused Post Treatment across Manufacturing Plant (Consolidated).
• 1,42,216 KL Water Withdrawal (Consolidated) in FY. 2025-26 against 1,42,869 KL in FY. 2024-25.
• 4,520 MT Waste Recycled & 478 MT Sent for Coprocessing / Incineration in FY. 2025-26 across
Manufacturing Plant (Consolidated)
• 5,009 MT Waste Generated (Consolidated in FY. 2025-26 against 3912 MT in FY. 2024-25.
38.4 Safety:
During the Financial Year 2025 26, the Company continued to advance its journey toward a mature, proactive, and resilient safety culture through several structured initiatives and strengthened governance mechanisms. A significant milestone of the year was the formal release of the 10 (Ten) Safety Cardinal Rules, establishing clear, non-negotiable expectations for safe behavior across all levels of the organisation. These rules serve as the foundation for risk elimination, discipline, and accountability, ensuring that every individual understands and upholds critical life saving controls.
In line with our Zero Harm vision, the Company further strengthened fire safety and emergency preparedness across all locations. This included upgrades to fire protection systems, enhanced emergency response capabilities, frequent mock drills, and competency development of Emergency Response Teams. These initiatives have substantially improved organisational readiness and the ability to respond effectively to any emergency scenario.
Governance mechanisms were reinforced through structured leadership reviews, increased site engagements, and enhanced performance monitoring.
A series of specialised EHS drives—including machine guarding compliance, defensive driving practices, ergonomics, and Behaviour-Based Safety (BBS) initiatives—were implemented to address high-risk activities and promote safer behaviours. The Company also expanded its safety engagement beyond the workplace by introducing family involvement initiatives, recognising the critical role families play in influencing safety mindsets and driving positive behavioural change.
The year also marked the successful completion of the
ISO 45001 & ISO 14001 surveillance audit, reaffirming robust occupational health & safety and environmental management practices and the Companys commitment to continual improvement. To strengthen legal compliance, the Company continued effective utilisation of the Legatrix compliance system, ensuring timely monitoring of statutory requirements and closure of compliance actions.
A strong culture of incident reporting, learning, and monitoring remained central to our safety performance. Enhanced analytics, digital reporting tools, and regular leadership reviews improved transparency and responsiveness across the organisation. Third-party safety audits, gap assessments, and cross-location inspections provided independent insights that further strengthened system reliability and operational discipline.
Collectively, these initiatives reflect the Companys ongoing commitment to embedding an independent, accountable, and sustainable EHS culture that protects people, assets, and the environment while supporting long-term business resilience.
Key Safety programs implemented during the year include:
Health:
Crompton continues to place strong emphasis on employee health and well-being as an integral part of its EHS commitment. During the year, Crompton initiated a comprehensive annual medical health check-up program for all employees across the organisation, ensuring early detection, timely intervention, and proactive management of health risks. This initiative reinforces our belief that a healthy workforce forms the foundation of a productive and resilient organisation.
All manufacturing sites are equipped with well-established Occupational Health Centers (OHCs)/ First
Aid Rooms, staffed with trained medical professionals and equipped with essential medical infrastructure.
These centres provide immediate medical attention, periodic health monitoring, emergency response capability, and support for workplace wellness initiatives.
The Company remains committed to enhancing employee well-being through continuous improvements in occupational health facilities, medical governance, and wellness engagement across all locations.
39. CORPORATE SOCIAL RESPONSIBILITY (CSR) FRAMEWORK & VISION
Your Company believes that economic value and social value are inter-linked, and it has a commitment towards the inter-dependent ecosystem consisting of various stakeholders. In addition to that Corporates have a significant role to play in bringing about social change and Crompton has kept its social and development mandate flexible and responsive to development challenges.
Your Company remains steadfast in our commitment to creating enduring value for the communities in which we operate. Our CSR philosophy is anchored in addressing core development priorities—strengthening water security, enhancing livelihoods through focused skill development, and improving learning outcomes through education.
Our initiatives are implemented in collaboration with credible and experienced social impact organisations and are reinforced by robust monitoring and governance mechanisms, including structured review frameworks, third-party impact assessments, and scientific evaluations. Together, these measures ensure accountability and translate our investments into measurable outcomes—strengthening livelihoods, advancing education, enhancing agricultural productivity, and building environmental resilience.
Through this focused and responsible approach, we continue to align our social investments with our broader vision of inclusive and sustainable growth.
The Companys CSR initiatives have undergone significant evolution, primarily executed through the
Crompton CSR Foundation, focusing on key areas such as skill and entrepreneurship development, water conservation, community care, and employee engagement. For detailed information, please refer to on page number 84 of this Integrated Annual Report.
The Company has constituted a CSR Committee in terms of the requirements of Section 135 of the Act read with the rules made thereunder. Details of the same is provided in the Corporate Governance Report which forms part of this Integrated Annual Report. The
Companys CSR Policy is available on the website of the Company and can be accessed at https://reports. crompton.co.in/shopify/public/files/U6kk0A8Uoy_ Corporate-Social-Responsibility-Policy-1.pdf The Chief Financial Officer of the Company has certified that CSR funds disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board.
40. SEXUAL HARASSMENT AT WORKPLACE
Your Company is firmly committed to creating a safe and respectful workplace, free from any form of harassment, including sexual harassment. The
Company has implemented a comprehensive policy addressing sexual harassment at the workplace, in line with legal requirements and best practices. This policy includes preventive measures, robust grievance redressal mechanisms, and regular training programs to raise awareness among employees about their rights and responsibilities. Crompton fosters an inclusive culture where employees feel empowered to report any inappropriate behavior without fear of retribution.
By prioritizing workplace safety and dignity, Crompton not only upholds its commitment to ethical conduct but also reinforces a positive work environment that promotes productivity and mutual respect.
Additionally, your Company continuously works towards fostering a work culture that promotes respect and dignity of all women employees throughout the organization, aiming to provide an empowering and supportive atmosphere at workplace.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee
("ICC") under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("the POSH Act"). The ICC includes an external member who serves as an independent POSH consultant with relevant expertise.
Furthermore, the Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which aligns with the POSH Act. This policy covers all employees including permanent, contractual, temporary and trainees. The POSH Policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across gender. The said policy has been made available on the internal portal of the Company as well as the website of the Company which can be accessed at https://reports.crompton.co.in/ shopify/public/files/UxKXXDfbtE_PoSH-at-Workplace-19May2023_updated.pdf
Your Company has taken proactive measures to promote awareness and compliance with the POSH Act, including developing of e-learning modules and conducting of e-learning sessions on POSH to keep employees informed of these policies. This not only ensures compliance and a well-regulated environment but also helps us achieve our organizational objectives.
Additionally, awareness programmes on POSH have been organized throughout the year to sensitize the employees on upholding the dignity of their female colleagues in the workplace, reaching all employees across various locations. Moreover, a Toll-Free
Number has been provided to facilitate the telephonic registration of any POSH complaints, further enhancing accessibility and support for employees.
In line with its commitment of providing a safe, inclusive and legally compliant workplace, the Company organized a POSH Internal Committee (ICC) training programme in December 2025 at its office. The aforesaid programme was conducted in hybrid mode, majority of ICC members joining in person or through virtual mode. The training was facilitated by an external POSH expert and seasoned legal professional. The session covered an overview of the POSH Act and statutory obligations, roles and responsibilities of the ICC, and a mock drill on complaint handling and reporting workflows.
The details of complaint(s) received, and action taken by the Company are presented before the Audit
Committee of the Board of Directors. During the year under review, 2 (Two) cases of sexual harassment were reported, of which 1 (One) was investigated and resolved and 1 (One) is pending for resolution as on March 31, 2026, accordance with the provisions of the POSH Act.
41. REGISTRAR & SHARE TRANSFER AGENT ("RTA")
M/s. KFin Technologies Limited (Formerly Kfin
Technologies Private Limited) is the RTA Agent of your
Company. Their contact details are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.
42. LISTING
The equity shares of your Company are listed on BSE
Ltd. and National Stock Exchange of India Limited
("NSE") (collectively referred to as "Stock Exchanges"). The NCDs of the Company were listed on the debt segment of NSE up till July 2025 completed the redemption and repayment of the final tranche of its
NCDs, with a principal amount of I 300 crore, along with applicable interest on July 22, 2025.
Your Company has paid the Listing fees for Equity
Shares to both the Stock Exchanges for the Financial Year 2026-27 and 2025-26 and Listing fees for NCDs to the NSE for Financial Year 2025-26.
43. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors would like to assure the Members that the Financial Statements for the year under review confirm in their entirety the requirements of the Act and guidelines issued by SEBI. The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS), pursuant to the provisions of Section
134(3)(c) of the Act.
To the best of their knowledge and based on the information and explanations received from the Company, your Directors confirm that: 1. in preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures. 2. they have selected the accounting policies and applied them consistently and made judgements 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 of the Company for that period. 3. they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. the annual accounts are prepared on a going concern basis.
5. they have laid down internal financial controls, which are adequate and are operating effectively. 6. they have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.
44. INTEGRATED REPORTING
The Company has prepared an Integrated
Annual Report that brings together financial and non-financial of its performance, strategy, and long-term outlook.
The Report is designed to enable Members to gain a comprehensive understanding of how the Company creates and sustains value over time, while supporting informed decision-making. It outlines the Companys strategic priorities, governance structure, performance, and future prospects through the lens of the six capitals namely Financial Capital, Manufacturing Capital, Intellectual Capital, Human Capital, Social &
Relationship Capital, and Natural Capital.
The Integrated Annual Report reflects the Companys commitment to integrated thinking by demonstrating the inter-linkages between strategy, risk management, governance, and performance across these capitals.
It highlights how resources are deployed responsibly and efficiently to drive sustainable growth, manage risks, and enhance resilience in a dynamic operating environment. Through this integrated approach, the
Company seeks to provide transparent and meaningful disclosures that support long-term value creation for shareholders and other stakeholders.
45. 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:
• Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Act;
• 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 Act;
• 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;
• No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act;
• The MD & CEO does not receive any remuneration or commission from any of its Subsidiaries;
• No fraud has been reported by the Auditors to the Audit Committee or the Board;
• Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement. There was no instance of one-time settlement with any Bank or to present a holistic view
Financial Institution;
• There was no revision in the Financial Statements and Boards Report of the Company during the year under review;
• There has been no change in the nature of business of the Company as on the date of this report;
• There are no proceedings, either filed by the Company or filed against Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during F.Y. 2025-26.
• During the year under review, the company complied with the provisions of the Maternity Benefit Act 1961 along with all the applicable amendments & undertook necessary measures to ensure compliance for all eligible employees.
46. RIGHTS OF MEMBERS
• Right to participate in, and to be sufficiently informed of decisions concerning fundamental corporate changes;
• Opportunity to participate effectively and vote in General Meetings;
• Being informed of the rules, including voting procedures that govern General Meetings;
• Opportunity to ask questions to the Board of
Directors at General Meetings;
• Effective Member participation in key corporate governance decisions such as election of Members of Board of Directors, appointment of Statutory Auditors, Declaration of Dividend, Adoption of financial statements etc;
• Exercise of ownership rights by all the Members, including institutional investors;
• Adequate mechanism to address the grievances of the Members;
• Protection of minority Members from abusive actions by, or in the interest of, controlling Members acting either directly or indirectly, and effective means of redress;
• To receive dividends and other corporate benefits like rights, bonus etc. once approved;
• To inspect statutory registers and documents, including minutes books of the general meetings, as permitted under law; and
• Any other rights as specified in the statutory enactments from time to time.
47. ACKNOWLEDGEMENTS
Your Directors place on records their deep appreciation to all the employees of the Company posted at all locations and levels for their whole-hearted efforts as well as collective dedication, commitment and contribution, which is vital in achieving the overall growth of the Company.
Your Directors would also like to thank the vendors, suppliers, bankers, financial institutions, employee unions, members, customers, dealers, Government authorities, Regulatory authorities, stock exchanges and all other business associates, consultants and other stakeholders for their continued cooperation and support extended to the Company and the Management.
We look forward to continued support of all these associates in the future.
48. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations.
Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations. The Company is not obliged to publicly amend, modify or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.
| For and on behalf of the Board of Directors | |
| D. Sundaram | |
| Place: Mumbai | Chairman |
| Date: May 13, 2026 | DIN: 00016304 |
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