Eveready Industries India Ltd Directors Report

For the financial year ended March 31, 2026 Dear Shareholders,

Your Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended 31 st March 2026.

FINANCIAL HIGHLIGHTS

The Financial Results of the Company are summarized below:

Crore

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	1,454.61	1,343.92
Total Expenditure adjusted for increase/ decrease of stocks	1,291.06	1,191.61
Profit from Operations before Other Income, Depreciation, Finance Costs and Tax	163.55	152.31
Other Income	3.61	1.47
Profit from Operations before Depreciation, Finance Costs and Tax	167.16	153.78
Depreciation	30.23	29.64
Interest and Exchange Fluctuation	18.97	25.69
Profit before Exceptional items and Tax	117.96	98.45
Exceptional items	48.57	-
Profit before Tax	166.53	98.45
Provision for Tax	(4.70)	16.07
Profit after Tax	171.23	82.38
Balance carried forward to Balance Sheet	291.75	130.81

During the year under review, revenue from operations stood at 1,454.61 crores as against 1,343.92 Crore in the previous financial year. The Companys Profit from Operations before Depreciation, Interest and Tax (OPBDIT), excluding Other Income, saw a rise of 7.38% reaching 163.55 Crore compared to 152.31 Crore in the previous year. Exceptional items represent net gain on sale of land parcel of factory land at Noida, net of expenses on account of exgratia to workmen on separation, incremental liability for new Labour Code and arbitration settlement cost. After accounting for Depreciation ( 30.23 Crore over 29.64 Crore last year) and Interest/ Exchange Fluctuation charges ( 18.97 Crore over 25.69 Crore last year). The Profit after Tax for the year stood at 171.23 Crore, a substantial improvement from the previous years profit of 82.38 Crore. Net accumulated profits reached 291.75 Crore.

DIVIDEND

Your Directors are pleased to recommend a dividend at the rate of 2.50 (50%) per fully paid up equity share of face value of 5/- each, for the financial year ended 31 st March 2026 (previous year 1.50). The proposed dividend on 7,26,87,260 fully paid up equity shares of 5/- each, subject to the approval of Members at the ensuing 91 st Annual General Meeting (AGM) scheduled to be held on Tuesday, 11 th August 2026 will be paid on or after Friday, 14 th August 2026. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required

to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) as amended, the Dividend Distribution Policy of your Company is available on the website of the Company at

TRANSFER TO RESERVES

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

OPERATIONS

Batteries: During the year under review, the Company sustained its business momentum in the batteries segment, supported by a strengthened product portfolio, an enhanced distribution network and consistent brand communication initiatives.

Your Company commenced Financial Year 2025-26 with its strongest-ever positioning in the alkaline battery category, underpinned by robust product credentials, enhanced brand strength and reinforced market presence. During the year, the Company commissioned its greenfield alkaline battery manufacturing facility at Jammu which will be Indias only operating alkaline battery facility, a strategic investment of around 200 crores with an installed production capacity of 456 million units and a peak annual production capacity of approximately 360 million units per annum. The facility will help reduce import dependence, enhance supply chain resilience, and improve margin efficiencies. In addition to this, the facility will help your Company expand business through white labelling and serve domestic and various international markets. This initiative reinforces Evereadys ambition to emerge as a global player in the alkaline battery segment.

The Eveready Ultima Pro and Eveready Ultima ranges, which were comprehensively revamped in the prior year, continued to build on their strong market acceptance. These ranges drove a substantial increase in the Companys alkaline battery sales, which grew 70.5% year-on-year in Financial Year 2025-26 and further cemented Evereadys standing as the preferred brand in the premium segment. Eveready continues to hold a dominant value market share of approximately 51.4% in the overall dry cell battery market.

In the carbon zinc segment, the business demonstrated resilience backed by the Companys formidable pan-India distribution network spanning an estimated 4.5 million retail touchpoints, with direct coverage of approximately

0.6 million outlets. Route-to-Market optimisation, coupled with targeted dealer and stockist incentive programs, continued to deliver operational efficiencies and improved channel relationships.

Company continued its product innovation journey with the launch of Indias most powerful premium lithium batteries, powered by cutting-edge 15X longer lasting Lithium technology. The longer life proposition is not just a technical achievement but a powerful consumer promise that sets a new benchmark for performance in the category.

The broader industry context remains supportive. Zinc-carbon batteries continue to see demand in basic household and consumer applications, supported by their low-cost positioning, with the segment offering only a limited and largely mature growth opportunity.

The Company continued to amplify its brand presence by associating with some of the most prestigious sporting properties like the Asia Cup and the T20 World Cup. These high-visibility platforms provided the Company with an opportunity to engage with millions of passionate consumers across the country, reinforcing brand recall at scale.

This year marked the launch of a high-impact consumer campaign built around an extraordinary collaboration — Eveready X Transformers. Transformers stand in a league of its own as the most iconic and powerful robotic franchise in the world, commanding a massive and deeply passionate fan base that transcends generations. This partnership is a powerful strategic statement which reinforces Evereadys credentials as a brand that is dynamic, contemporary and always charged with energy.

Your Company is strategically scaling up its presence in the mosquito swatter segment, where it has already emerged as the category leader, leveraging brand strength and distribution advantages to drive further growth. In parallel, the Company has initiated its entry into the accessories segment through calibrated, small-scale launches of chargers and power banks, laying the foundation for future expansion in adjacent categories.

The Companys performance in the fast-evolving quick commerce channel has been remarkable as the Company has firmly cemented its position as a dominant force in this high-velocity channel. As Quick Commerce channel continues to scale, it adds a powerful new dimension to our omnichannel presence.

Revenue from the Batteries segment for Financial Year 2025-26 stood at 972 Crore. Segmental EBITDA stood at 154.4 Crore, with EBITDA margins at 15.9%.

Flashlights

The Indian flashlight market continues to undergo a meaningful structural evolution, with consumer preference shifting decisively from battery-operated towards rechargeable models. Eveready, which commands a significant share of the organized battery-powered flashlight segment, has been proactively investing in its rechargeable portfolio to stay ahead of this gradual transition and capitalise on the growth opportunity it presents.

During the year, your Company continued its focused rollout of a differentiated rechargeable flashlight portfolio across price points with products specifically designed around consumer needs such as enhanced lumen output, extended runtimes, multi-mode functionality, ergonomic design and specific use cases including safety and industrial applications. These products have found encouraging traction with both retail consumers and institutional buyers, including government, defence and industrial procurement channels.

The flashlight category continues to present a potential opportunity across rural and smaller towns, as well as select outdoor and industrial applications, though the overall growth potential remains moderate. These segments offer incremental scope for volume expansion as usage patterns gradually evolve and organized products gain steady acceptance. Leveraging its established brand equity and wide distribution reach, the Company is well positioned to participate in this opportunity in a measured manner.

The year marked a defining moment for Eveready with the launch of its first- ever patent-applied product, the Hybrid Torch. This is a milestone that goes well beyond a product launch; it signals the Companys foray into patented

innovation and lays the foundation for a future where Eveready is not just a brand that sells products, but one that creates them — building a pipeline of differentiated, innovation-led offerings.

The implementation of Indian Standard IS 2023-2024 and the BIS Standard Mark is expected to act as a structural tailwind for the flashlight category, driving greater formalization and improving overall product quality benchmarks. This development is likely to benefit organized, compliant players by creating a more level playing field and reinforcing consumer preference for trusted, certified brands.

The Flashlights segment reported revenues of 179.7 Crore in Financial Year 2025-26 with segmental EBITDA at 10.6 Crore with EBITDA margin stood at 5.9%.

Lighting & Electrical Products

Evereadys Lighting and Electrical Products business continued to build on its strategic priorities of portfolio expansion, channel development, and institutional segment presence during Financial Year 2025-26. The Companys product range spanning LED bulbs, emergency LEDs, LED panels, luminaires, industrial and outdoor lighting and electrical accessories is positioned to address both mass-market and premium consumer needs across residential, commercial and institutional applications.

The lighting market has undergone a structural shift towards LED-based solutions, driven by improving cost economics, regulatory focus on energy efficiency, and large-scale institutional adoption. Policy-led initiatives have been instrumental in accelerating this transition and shaping the evolution of the category.

The LED and luminaires category delivered robust growth in volume terms during the year. The sharp value erosion witnessed in the consumer lighting segment over the past few years is now showing signs of moderation, indicating early stabilization in pricing dynamics and a more balanced market environment. Within a relatively constrained growth environment, the Company is selectively focusing on premiumization through higher-realization SKUs, aimed at improving value mix and driving better margin outcomes.

Your Company is strategically expanding its presence in lighting adjacencies through a focused foray into electrical accessories and small appliances, aimed at strengthening its overall portfolio. During the year, insulation tape emerged as a notable success, reinforcing the Companys ability to scale in adjacent categories. Building on this momentum, the Company also introduced electrical wires and MCBs, further augmenting its lighting portfolio and creating a broader, integrated offering for consumers.

Your Company continued to strengthen its distribution network through the addition of new distributors, while also expanding its presence across alternate channels including modern trade e-commerce and quick commerce, thereby enhancing overall reach and reinforcing its multi-channel growth strategy for deeper market penetration.

The Company continued to scale its presence in the institutional and professional lighting segment, pursuing project and tender-based opportunities in sectors including infrastructure, hospitality, education and government.

Revenue from the Lighting & Electrical Products segment for Financial Year 2025-26 stood at 340.9 Crore. The business operated at break-even EBITDA levels during the year, reflecting ongoing investments in growth initiatives and portfolio strengthening while maintaining operational discipline.

PROSPECTS

Your Company enters Financial Year 2026-27 from a position of meaningful operational and strategic strength across all three business segments.

In batteries, the commissioning of the alkaline manufacturing plant at Jammu is a transformational development that resets the competitive and cost dynamics of Evereadys alkaline business. The Company benefits from import substitution economics, greater supply chain reliability and improved margins over time, all of which support a more aggressive growth posture in the alkaline category. The alkaline battery segment in India has been growing as consumers upgrade from carbon zinc to premium chemistries, presenting a sustained multi-year growth vector. The Eveready Ultima Pro and Ultima ranges remain the Companys primary growth engines within this segment, supported by consistent brand investment and Evereadys unmatched retail footprint. The commissioning of the Jammu Plant — Indias only alkaline battery manufacturing facility — marks a proud step towards self-reliance, as the Company aims to reduces its dependence on imports.

A sustained focus on new product development (NPD) continues to strengthen the Companys brand proposition and enhance its relevance across key categories. The Company has established itself as a leader in the mosquito swatter segment, with a strong and growing market presence. In addition, the Company has selectively forayed into the accessories segment through small-scale introductions of products such as power banks and chargers, thereby broadening its portfolio and strengthening its presence in adjacent growth areas.

Within the flashlight category, Eveready is charting a renewed growth trajectory through a clear pivot towards rechargeable solutions, aligned with evolving consumer preferences for convenience, reliability and longer product life cycles. A sustained emphasis on functional innovation has enabled the introduction of differentiated offerings across price points, which are increasingly gaining traction and strengthening the Companys position in the segment. Premiumization remains a cornerstone of the Companys long-term brand strategy. Eveready has been deliberate in extending its presence into the higher value segments of the flashlight category with flagship offerings like the Commander range leading the charge.

The full operationalisation of BIS Quality Control norms is expected to fundamentally improve the competitive landscape for organised players. The Company will continue to invest in its rechargeable product range and consumer communication to build deeper category leadership in this evolving market.

In the lighting and electrical products segment, the Companys growth strategy is anchored in strengthening portfolio completeness, with a deeper presence across luminaires and value-added electrical accessories to address a wider spectrum of consumer needs. Within this framework, emergency LED lighting continues to be an area of focused product development and innovation, aligned to evolving usage requirements. The deepening of its Tier-2 and Tier-3 market penetration through distribution expansion, and the scaling of its institutional business, which offers higher order sizes, remain key pillars of the Companys overall growth strategy.

Across all three segments, the Companys investments in Sales Force Automation (SFA) and Distribution Management System (DMS) technologies are delivering measurable improvements in sales productivity, route efficiency and real-time market visibility capabilities that will continue to sharpen competitive execution as the business scales.

FINANCE

Your Company maintained strong financial control through prudent working capital management and operational efficiencies. The overall net debt of the Company closed at 178 Crores, post Jammu facility funding and a repayment of 100+ Crore during the year. All financial commitments for debt servicing and repayment were met promptly during the year.

SUBSIDIARIES, ASSOCIATES & CONSOLIDATED FINANCIAL STATEMENTS

Your Companys subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of 2.30 Crore during the current year ( 0.59 Crore during FY 2024-25) and a net profit of 0.29 Crore, during the year under review.

Another subsidiary, Greendale India Limited did not register any turnover during the current year (Nil during FY 2024-25). It did not register any profit during the year under review.

A Statement in Form AOC -1 containing the salient features of the Companies Subsidiaries/Associates has been attached to the Financial Statements in a separate section and forms part of this Report in terms of the first proviso to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014. The separate audited accounts of the said Companies are available on the website of the Company. The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 (the Act) and the applicable Accounting Standards, of the subsidiaries. The Consolidated Financial Statements shall be laid before the ensuing 91 st Annual General Meeting of the Company along with the Standalone Financial Statements of the Company.

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy formulated by your Company is available on the website of the Company at _ Social _ . The Annual Report on CSR Activities containing a brief outline of the CSR Policy, the composition of the CSR Committee and requisite particulars, inclusive of the initiatives taken, as well as the expenditure on CSR activities, forms a part of this Report as Annexure 2.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 134(5) of the Act, the Board, to the best of its knowledge and belief, confirms that:

1. the applicable accounting standards have been followed in preparation of annual accounts for Financial Year ended 31 st March 2026 and proper explanations have been furnished relating to material departures;

2. accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit and loss of the Company for year under review;

3. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts for Financial Year ended 31 st March 2026 have been prepared on a going concern basis;

5. internal financial controls are in place and that such financial controls are adequate and operating effectively;

6. adequate systems to ensure compliance with the provisions of all applicable laws are in place and adequate and are operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Sourav Bhagat [DIN: 090400237] and Mr. Sunil Sikka [DIN: 090400237] were re-appointed as Independent Directors of the Company for a second term of 3 consecutive years effective 28 th January 2026 and 21 st April 2026, respectively, by the shareholders of the Company on 12 th January 2026 through Postal Ballot. Mr. Aditya Chand Burman [DIN: 00042277] was appointed as Non-Executive Non-Independent Director of the Company effective 5 th November 2025, by the shareholders of the Company on 12 th January 2026 through Postal Ballot. Mr. Suvamoy Saha [DIN: 00112375] completed his tenure as Managing Director of the Company effective close of business hours on 30 th September 2025.

Mr. Anirban Banerjee was appointed as Chief Executive Officer (CEO) of the Company effective 10 th May 2025.

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

Necessary declarations from Mr. Sourav Bhagat and Mr. Sunil Sikka stating that they individually meet with the criteria of independence, as prescribed have been received. In the opinion of the Board, each of Mr. Sourav Bhagat and Mr. Sunil Sikka has the requisite integrity, expertise and experience and are eligible for their re-appointment(s). All the Independent Directors have enrolled themselves on the Independent Directors Databank and have either passed/exempted from the proficiency test/will undergo the online proficiency self-assessment test within the specified timeline.

Mr. Utsav Parekh (DIN: 00027642) and Mr. Girish Mehta (DIN: 00048002) will retire by rotation at the forthcoming Annual General Meeting and are eligible, for their individual re-appointments. The necessary resolutions for re-appointment forms part of the Notice convening the 91 st AGM scheduled to be held on 11 th August 2026.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act as well as Regulation 16 and 25 of SEBI Listing Regulations. The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and are in compliance with the requirement of online proficiency self-assessment test under the said Rules.

On a Reference Application made by the Central Government to the Company Law Board (CLB) under Section 408 of the Companies Act, 1956, the CLB, by an order dated 20 th December, 2004 directed the Central Government to appoint three Directors on the Companys Board for three years. As the

CLBs order suffers from various legal infirmities, the Company, based on legal advice, has challenged this order of the CLB before the Honble High Court at Calcutta, which has, by an interim order, stayed the operation of the CLBs order. The stay is continuing.

REMUNERATION POLICY

The Remuneration Policy is available on the website of the Company at . This policy for selection and appointment of Directors, Senior Management and their remuneration, includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters as required.

BOARD EVALUATION

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

The Board expressed satisfaction on the overall performance of the Directors, functioning of the Board and its Committees.

MEETINGS OF BOARD AND COMMITTEES

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

COMMITTEES OF THE BOARD

The Board of Directors has constituted five statutory Committees, namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee, for the purpose of addressing specific functions requiring detailed oversight and for ensuring a structured and effective discharge of the Boards responsibilities. In addition, we have also constituted sub-committees with defined mandates to address specific responsibilities.

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

STATUTORY AUDITORS

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

There are no Audit Qualifications/Reservations/Adverse Remarks in the Statutory Auditors Report. However, the Auditors have drawn attention of the

Members on the penalty imposed by Competition Commission of India (CCI) as Emphasis of Matter in their report, the matter of which is covered elsewhere in the Report and also in the Notes on Accounts. The Auditors have not come across any instance of material fraud by the Company or in the Company by its officers or employees during the year.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

COST AUDITORS

Pursuant to Section 148 of the Act read with applicable rules, your Directors, have appointed M/s. Mani & Co., Cost Accountants, (Registration No. 00004), (being eligible for the appointment), to audit the cost accounts of the Company for the financial year ending 31 st March 2027. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting. The Company maintains necessary cost records as specified under Section 148 of the Act in respect of the specified products.

The Cost Audit Report for the financial year 2024-25, issued by M/s Mani & Co., Cost Accountants, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs. There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2024-25 which call for any explanation/comment from the Board of Directors.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2025-26 was conducted by M/s MKB & Associates, a firm of Company Secretaries in Practice (Firm Reg No: P2010WB042700). There are no Audit Qualifications/Reservations/ Adverse Remarks in the Secretarial Audit Report as annexed elsewhere in this Annual Report. The Secretarial Audit Report forms a part of this Report as Annexure 4.

Pursuant to Regulation 24A of the Listing Regulations, M/s MKB & Associates was appointed as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years from FY 2025-26 to FY 2029-30 and approved by the shareholders at the 90 th Annual General Meeting of the Company held on 5 th August 2025. The Auditors have confirmed that they are peer reviewed company secretaries and hold a valid certificate of peer review issued by the Institute of Company Secretaries of India. They have also confirmed that they are not disqualified and are eligible for the said appointment.

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

The Company has established a robust and comprehensive internal financial control (IFC) framework, designed to ensure the safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The framework ensures that all transactions are duly authorised, properly recorded and reported in accordance with applicable standards.

The IFC framework is aligned with the Companys policies and Standard Operating Procedures (SOPs) and is supported by a strong audit and compliance mechanism. To further enhance legal and regulatory compliance, the Company has implemented an automated compliance management system that provides system-driven alerts, facilitating timely and effective adherence to applicable laws and regulations.

Based on the established IFC framework and compliance systems (subject to inherent limitations) along with the audit processes carried out by the internal, statutory, cost and secretarial auditors and independent external consultants where applicable, including the audit of internal financial controls over financial reporting by the statutory auditors and the periodic reviews by the management and the Board committees, particularly the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the financial year ended 31 st March, 2026.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS/ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered into, during the year under review were on arms length basis, in the ordinary course of business, for the operational and administrative benefits of the Company. There were no contracts/ arrangements/transactions with related parties which could be considered as material and which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence does not form part of this Report. The Related Party Transaction Policy of the Company is hosted on the Companys website at

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors of the Company is entrusted with assisting the Board in discharging its responsibilities towards management of material business risk (material business risks include but is not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of SEBI Listing Regulations. All material risks faced by the Company are identified and assessed by the Risk Management Steering Committee and overseen by the Risk Management Committee. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting the risks on a periodic basis. As on 31 st March 2026, the Risk Management Committee comprised of Mr. Ashok Kumar Barat as Chairman, Mr. Girish Mehta, Mr. Bibek Agarwala and Mr. Roshan L Joseph as Members of the Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Directors have adopted a Vigil Mechanism/Whistle Blower Policy. Through this Policy, the Company seeks to provide a mechanism to the whistleblower to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting. The Policy is hosted

on the website of the Company at . None of the Companys personnel have been denied access to the Audit Committee.

ANNUAL RETURN

In accordance with Sections 92(3), 134(3)(a) of Act read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at .

CEO AND CFO CERTIFICATION

In accordance with the provisions of the SEBI Listing Regulations, the Executive Director & Chief Financial Officer and Chief Executive Officer of the Company have submitted the relevant certificate for the year ended 31 st March, 2026 to the Board of Directors.

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

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

EMPLOYEE RELATIONS

The Company considers its workforce to be one of its key strengths. During the year under review, employee relations across all levels remained cordial, constructive, and harmonious. The Board places on record its sincere appreciation for the dedication, commitment and valuable contributions of all employees towards the Companys sustained performance and continued leadership in the industry. The Company continues to follow a Human Resource Management philosophy that emphasizes merit-based recognition and the continuous development of employee competencies. Various initiatives undertaken during the year were aligned with this philosophy, focusing on enhancing productivity and fostering a culture of excellence across the organization.

The details of the ratio of the remuneration of each director to the median employees remuneration and other particulars and details of employees in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 thereof forms a part of this Report as Annexure 3. The details of the employees remuneration as required under the said section and Rule 5(2) & 5(3) of the said Rules forms a part of this Report and are available at the Registered Office of the Company during working hours before the Annual General Meeting and shall be made available to any Member on request. None of the employees listed in the said Annexure is related to any Director of the Company, in terms of the definition of Relatives as provided in the Act.

MATERIAL CHANGES AND COMMITMENTS

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

The Board of Directors at its meeting held on 5 th February 2026 and the shareholders vide Postal Ballot dated 18 th March 2026 have approved the introduction of the Employee Stock Option Plan 2026 (ESOP 2026), marking the first-time implementation of ESOP 2026 in the Company, in accordance with applicable laws and regulations. As at 31 st March 2026, the Company has submitted applications to three stock exchanges where the equity shares of the Company are listed, seeking in-principle approval for the implementation of the said ESOP 2026. Upon receipt of the requisite approvals, stock options shall be granted to eligible employees in accordance with the terms of the scheme. The Company shall make necessary disclosures in this regard to the stock exchanges and other regulatory authorities, as may be required under applicable laws.

OTHER DISCLOSURES

During the year under review:

a) There were nil cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee constituted in terms of the said Act, continues to be in place.

b) Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

c) There was no change in the share capital or the nature of business of the Company. During the year under review, the Company has not issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares.

d) An application under Section 9 of the Insolvency & Bankruptcy Code, 2016 had, in an earlier year, been filed before the Honble National Company Law Tribunal (NCLT) at Kolkata, for a claim of an alleged operational debt of 9.88 Crore, against the Company which has, during the year under review, been dismissed by NCLT. In accordance with Rule 8(5) (xi) of Companies (Accounts) Rules, 2014, this is to confirm that as on 31 st March 2026, no application or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

e) During the year under review there was no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5) (xii) of Companies (Accounts)

Rules, 2014 do not arise. Further, this is to confirm that during the year under review there were no changes in the nature of business carried on by the Company or by any of its subsidiaries.

f) The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year ended 31 st March 2026.

g) The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND

REPORT ON CORPORATE GOVERNANCE

A Management Discussion and Analysis Report and a Report on Corporate

Governance are presented in separate sections, forming part of this

Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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

APPRECIATION

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

For and on behalf of the Board of Directors

30 th April 2026

Bibek Agarwala
Executive Director & CFO
(DIN: 07267564)
Place: Kolkata

Mohit Burman
Director
(DIN: 00021963)
Place: New Delhi