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Everest Kanto Cylinder Ltd Directors Report

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Oct 29, 2026|03:50:09 PM

Everest Kanto Cylinder Ltd Share Price directors Report

Dear Members,

Your Directors are pleased to present the 47th Annual Report and the Audited Statement of Accounts for the financial year ended . March 31,2026.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2026 is summarized below:

in lakhs*

Particulars Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Revenue from operations 96,669 94,622 1,47,057 1,49,921
Other income 1,512 1,391 2,148 985
Total Income 98,181 96,013 1,49,205 1,50,906
Profit before exceptional items and tax 13,241 8,071 15,988 13,041
Exceptional items (1,288) (648) (25) (648)
Profit before tax 11,953 7,423 15,963 12,393
Profit after tax 8,119 5,330 14,667 9,772
Total Comprehensive Income 8,157 5,299 21,076 11,297
Basic & Diluted Earnings per share Face Value of 2 (not annualised) (in ): 7.24 4.75 13.09 8.73

*All amounts disclosed have been rounded o to the nearest lakhs as per the requirement of Schedule III to the Companies Act, 2013 unless otherwise stated and as per the financial statements.

PERFORMANCE REVIEW

Precision engineering, disciplined manufacturing process, consistent execution, focused sale of better product mix and controlled expenses resulted in better performance as well as growth during 2025-26 across both the domestic and international businesses. The Company has reported higher profits (standalone and consolidated) during 2025-26.

On standalone basis, for the financial year 2025-26, the Company reported higher revenue of 96,669 lakhs as compared to Rs. 94,622 lakhs previous year. Accordingly, the Net Profit for the financial year 2025-26 Rs. 8,119 lakhs was also higher as compared to 5,330 lakhs for financial year 2024-25.

On consolidated basis, the Company has sold 10,84,207 units during financial year 2025-26 higher than 10,55,854 units sold in the previous year. However, consolidated revenue from operations for financial year 2025-26 was lower at Rs. 1,47,057 lakhs as compared to Rs. 1,49,921 lakhs previous year. As during last month of scal 2025-26 the business remained under pressure for overseas subsidiaries. Although the production continued but the dispatches could not happen due to non-availability of the logistics and/or increased freight charges. Despite the situation, the Company has achieved higher profit after tax from continuing operations of Rs. 14,667 lakhs for the financial year 2025-26 as compared to 9,772 lakhs for financial year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for the year 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013 as amended (the Act) and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any amendments thereto (SEBI Listing Regulations), as well as in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. Further, as per Section 129 of the Act and IND AS-27 on Separate Financial Statements and IND AS- 110 on Consolidated Financial Statements, the Audited Consolidated Financial Statements together with Auditors Report thereon forms part of this Annual Report.

DIVIDEND

Your Directors are pleased to recommend for approval of Members, a nal dividend of 0.70 per equity share of face value of Rs. 2/- each (35%) for the year ended March 31, 2026. The dividend would result in a cash out flow of 785 lakhs.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated Dividend Distribution Policy in accordance with Regulation 43A of the SEBI Listing Regulations for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The Dividend Distribution Policy is available on the website of the Company at the weblink: EKC-Dividend-Distribution-Policy

TRANSFER TO RESERVES

During the year under review, the Company does not propose to transfer any amounts to General Reserve.

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013

The Company has neither accepted nor renewed any Deposits from the public within the ambit of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE

Cash management, pro tability improvement, forecasting and budgeting remained key focus areas for the Company. Robust working capital management and efficient utilisation of available funds have resulted in better management of cash surplus, ensuring financial stability, compliance, and support for strategic growth drivers. The Companys liquid investments (Mutual Funds/Bank Fixed Deposits) stood at 85 crores. The Management prudently monitors these investments.

The Company had capitalised the capex expenditure aggregating Rs. 130 crores incurred for the Phase I of the Ratadiya project. Setup of two lines of manufacturing of cylinders has completed and commercial production as well as dispatches of cylinders has been commenced with effect from December 2025. The Company is moving towards achieving optimum capacity utilisation and gaining a cost advantage due to strategic locations for sourcing and supplying products. The Company had registered the Ratadiya Unit under the Manufacture and Other Operations in Warehouse Regulations (MOOWR) Scheme of the Government, for deferment of import duty at the time of import of raw material and/or capital goods and availed deferment of duty on capital goods to the tune of Rs. 13 crores approx.

Construction of the Egypt unit is progressing well as per the schedule and is nearing completion. The commercial production is expected to commence during the scal 2026-27.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees provided and investments made, have been duly disclosed in the financial statements.

SHARE CAPITAL STRUCTURE

The Paid-up Share Capital of the Company is 2,244 lakhs divided into 11,22,07,682 Equity Shares of 2/- each.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no such event which may lead to material changes/ commitments that would affect the financial position of the Company, between the period from the end of the financial year and the date of this report.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has adequate internal financial control system (IFCs) to commensurate with the size, scale and complexity of its operations. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigation action on continuing basis. These are routinely tested and certified by Internal Auditors. The audit observations, if any, on internal financial controls are periodically reported to the Audit Committee for review. The Statutory Auditors Report also includes their reporting on IFCs with reference to Financial Statements.

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

No such orders have been passed by any Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

Pursuant to Section 148(1) of the Act the Company has maintained cost records as specified by the Central Government.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2025-26, as stipulated under Regulation 34(2)(e) read with Schedule V of LODR Regulations, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to Schedule V to the LODR Regulations, the Corporate Governance Report along with the Secretarial Auditors Certificate thereon forms part of the Annual Report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC) comprising Mr. Ghanshyam Karkera, Independent Director as Chairman, Mr. Ramakrishnan Ramanathan, Independent Director, Mr. Puneet Khurana, Managing Director and Mr. Pushkar Khurana, Executive Director as Members. The Directors at the Board Meeting held on May 23, 2025 reconstituted the RMC and appointed Mr. Ghanshyam Karkera as Chairman of RMC in place of Dr. Vaijayanti Pandit (who had relinquished her membership of RMC) and Mr. Pushkar Khurana as the Member of RMC with effect from May 26, 2025. The Risk Management Committee frame, implement and monitor the risk management plan of the Company and ensure its effectiveness. The Company has adopted a Risk Management Policy which lays down the framework to de ne, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company. The Risk Management Policy enables for growth of the Company by helping its business to identify risks, assess, evaluate and monitor risks continuously and undertake effective steps to manage these risks. The Directors at the Board Meeting held on May 23, 2025 based on the recommendation of the RMC reviewed and adopted the revised Risk Management Policy. During 2025-26, two Meetings were held on May 16, 2025 and November 13, 2025 wherein, the risks and relevant mitigation measures identified for the Company were reviewed and discussed. The gap between the meetings did not exceed 210 days.

CREDIT RATING

During the year, CARE Ratings in respect of the borrowings of the Company was as under:

Facility Amount ( in crores) Rating
Long Term 164.00 Care A- (Stable)
Bank Facilities
Short Term 63.00 Care A2+
Bank Facilities
Total 227.00

SUBSIDIARIES

As on the date of this Report the Company has:

(a) two Indian wholly owned subsidiaries (Calcutta Compressions & Liquefaction Engineering Limited (CCLE) and Next Gen Cylinder Private Limited) and one wholly owned overseas subsidiary [EKC International FZE (EKC FZE)] in Dubai, UAE; and

(b) Five stepdoen overseas subsidiary companies (through EKC FZE), viz. EKC General Trading FZE, CP Industries Holdings, Inc. in USA, EKC Hungary Kft in Hungary, EKC Europe GmbH in Germany and EKC Egypt SAE in Egypt.

In view of the geopolitical situation in the region during 2025-26, EKC FZE did not pursue setting up the manufacturing facility in Hungary, for manufacturing of the seamless high pressure gas cylinders. Further, to consolidate the losses and take exit from the project, EKC FZE therefore, had signed a Share Purchase Agreement for sale of its 80% shareholding in the Joint Venture, EKC Europe Zrt., Hungary with its Joint Venture partner Rev Gazipari Kft. and its associates Rev Group Holding Zrt. and Rev Andras. As on the date of this report the transaction has been completed and EKC Europe Zrt. is no more associated with the EKC Group. A statement containing details of performance and salient features of the financial statements of Subsidiary/ Associate/ Joint Venture companies, as per Section 129(3) of the Act, is provided in Form AOC I after the standalone financial statements and therefore not repeated here. The Policy for determining material subsidiaries of the Company is uploaded on the Companys website at EKC-Policy-on-Material-Subsidiary

As on March 31, 2026 CCLE and Next Gen, the Indian wholly owned subsidiaries are dormant with no business as well as no employees. EKC FZE, wholly owned subsidiary in Dubai and CPI, a stepdown wholly owned subsidiary in USA are material subsidiaries of the Company in terms of Regulation 16(c) of SEBI Listing Regulations. The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Companys website and can be accessed at http://www.everestkanto.com/investors/annualreports. The financial statements of the subsidiaries, as required, are available on the Companys website under sub-section subsidiaries of Investors section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Consequent upon completion of the second term of ve consecutive years of Ms. Uma Acharya as Independent Director, she ceased to be Director of the Company with effect from May 26, 2025.

The term of officeof Mr. Sanjiv Kapur as Wholetime Director and Chief Financial Officer of the Company is up to October 31, 2026. He will superannuate from the services of the Company from the close of business hours on that date. Taking into consideration the skills, experience, knowledge, longtime association with the Company and efficiency in managing the nances, legal and other matters, processes of the Company, the Board is of view to continue to avail the services of Mr. Sanjiv Kapur. Therefore, the Directors at the Board Meeting held on August 13, 2026 has based on the recommendation of Nomination and Remuneration Committee (NRC) and subject to approval of the Members at the ensuing Annual General Meeting (AGM), appointed Mr. Sanjiv Kapur (DIN: 07576794) as the Non-Executive Non-Independent Director liable to retire by Rotation, on the Board of the Company with effect from November 1, 2026. Ordinary Resolution seeking approval of the Members for his appointment as Non-Executive Non-Independent Director and his brief pro le forms part of the Notice of the 47th AGM of the Company.

In accordance with the provisions of Section 152 of the Act, Mr. Pushkar Khurana, Chairman and Executive Director (DIN: 00040489) retire by rotation and being eligible offers himself for reappointment. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing AGM and forms part of the Notice.

The Directors at the Board Meeting held on May 29, 2026 had based on the recommendation of NRC appointed Mr. Narender Prasad Gupta as Chief Executive Officer (CEO) and Key Managerial Personnel (KMP) of the Company with effect from July 1, 2026.

The brief resume/details regarding the Directors proposed to be reappointed as above are furnished in the Notice of 47th AGM.

As on the date of this report, Mr. Pushkar Khurana, Chairman and Executive Director, Mr. Puneet Khurana, Managing Director, Mr. Sanjiv Kapur, Chief Financial Officer and Wholetime Director, Mr. Narender Prasad Gupta, Chief Executive Officer and Mr. Vishal Totla, Company Secretary & Compliance Officer are the Key Managerial Personnels of the Company in accordance with the provisions of Sections 2(51) and 203 of the Act.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

As required under Section 149(7) of the Act, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which 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 and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and they hold high standards of integrity. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and have also confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate A airs is in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year, five (5) Meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report forming part of Annual Report 2026. The intervening gap between any two Meetings of the Board was not more than one hundred and twenty (120) days as stipulated under the Act and SEBI Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee.

2. Nomination & Remuneration Committee (NRC).

3. Stakeholders Relationship Committee (SRC).

4. Corporate Social Responsibility Committee (CSR).

5. Risk Management Committee (RMC).

The details of the Committees along with their composition, number of Meetings and attendance of the Members at the Committee Meetings are provided in the Corporate Governance Report, forming part of Annual Report 2026 hence not repeated here.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with the provisions of the Section 178 of the Act read with the Rules made thereunder and Regulation 19 of the SEBI Listing Regulations, the Company has constituted NRC and NRC has formulated Nomination, Remuneration and Evaluation Policy containing criteria for determining quali cations, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act for selection of any Director, Key Managerial Personnel and Senior Management Employees. The said policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The Board of Directors has approved Nomination, Remuneration and Evaluation Policy and the same is available at the Companys website under the web link EKC-Policy-Nomination-Remuneration-Evaluation. The details pertaining to composition of the NRC is included in the Corporate Governance Report forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys CSR Policy provides guidelines to conduct CSR activities of the Company, which can be accessed at the Companys website at the weblink: EKC-CSR-Policy. During 2025-26, your Company has undertaken projects/programs as a part of CSR Initiative through implementing Agencies (NGO/Trusts/Section 8 Companies) in accordance with the CSR Policy and spent Rs. 166 lakhs towards various CSR activities, in line with the requirements of Section 135 of the Act. The CSR Report for the Financial Year 2025-26 in prescribed form as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, is enclosed as Annexure I to the Directors Report and forms part of the Annual Report 2026.

VIGIL MECHANISM/WHISTLE BLOWER

The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy in accordance with the provisions of the Act and SEBI Listing Regulations to deal with the instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. The employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns, if any, for review. No person has been denied access to the Chairperson of the Audit Committee. The details of the same have been stated in the Report on Corporate Governance. The Whistle Blower Policy is available on the website of your Company at EKC-Whistle- Blower-Policy.

TRANSACTIONS WITH RELATED PARTIES

All transactions entered by the Company during the financial year under review, with related parties were on arms length basis and in the ordinary course of business and hence not falling under the ambit of Section 188 of the Act. All Related Party Transactions (RPTs) are mentioned in the Notes to accounts which sets out related party disclosures. As required under Section 134(3)(h) of the Act, Form No. AOC-2 for 2025-26 is annexed to this report as Annexure II. During the year 2025-26, pursuant to Section 177 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit Committee for its approval. Prior omnibus approval of Audit Committee was obtained for the transactions which were of repetitive nature and in the ordinary course of business. The Policy on materiality of RPTs and also on dealing with RPTs framed under the LODR Regulations is available on Companys website and web link thereto is EKC-Related-Party-Transaction-Policy.

ANNUAL EVALUATION

The NRC has approved a framework/policy for performance evaluation of the Board, Committees of the Board and the individual members of the Board (including the Chairperson) which includes criteria for performance evaluation, which is reviewed annually by the Committee. A questionnaire for the evaluation of the Board, its committees and the individual members of the Board (including the Chairperson), designed in accordance with the said framework and covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and best practices in Corporate Governance as mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 was circulated to the Directors. Pursuant to the provisions of the Act and LODR Regulations and based on policy devised by the NRC, the board has carried out annual evaluation of its own performance, its committees and individual directors. The Board performance was evaluated on inputs received from all the Directors after considering criteria as mentioned aforesaid. The performance of the committees was evaluated by the Board of Directors on inputs received from all committee members after considering criteria as mentioned aforesaid. Pursuant to LODR Regulations, performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated. The performance evaluation of non-independent Directors and the Board as a whole and Chairman of the Board was carried out by the Independent Directors of the Company through separate meeting on March 16, 2026. Accordingly, the outcome/feedback received from Directors was shared with NRC/Board.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND SECRETARIAL STANDARD 2 (SS-2)

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with SS-1 and SS-2.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section 3 and 5 of Section 134 of the Act, your Companys Directors, based on the framework for internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors, the reviews performed by the Audit Committee and representations received from the Management, are of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26. The Board of Directors, based on the assurance given of the business operations, to the best of their knowledge and ability, con rm that:

i. in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material deviations;

ii. the Directors in consultation with the Statutory Auditors selected such 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 a airs of the Company as on March 31, 2026 and of the profit of the Company for the period ended on that date;

iii. the Directors have taken proper and sufficient care for 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; iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal nancial; and

vi. the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDIT REPORT

(a) Statutory Auditors

At the 44th AGM held on September 22, 2023 the Members, consequent upon the expiry of the term of the former auditors of the Company, Walker Chandiok & Co LLP, Chartered Accountants, appointed Suresh Surana & Associates LLP, (SSA), Chartered Accountants (Firm Registration No. 121750W/W100010) as Statutory Auditors for a term of ve years from the conclusion of 44th AGM till the conclusion of 49th AGM of the Company to be held in the year 2028, to examine and audit the accounts of the Company for financial years between 2023-24 to 2027-28 (both inclusive) at a remuneration of 35 Lakhs per annum, plus applicable taxes and out-of-pocket expenses, if any incurred in connection with the Audit, as mutually agreed upon between the Board of Directors of the Company and SSA. There are no quali cations, adverse remarks, reservations or disclaimer made by SSA, Statutory Auditors, in their report for the financial year ended March 31, 2026.

Further pursuant to circular issued by National Financial Reporting Authority (NFRA) dated January 1, 2026 the Board of Directors at its Meeting held on May 29, 2026 had approved and setup the framework of two-way communication process between Auditors and Those Charged with Governance (TCWG) and the Management. Accordingly, the Audit Committee of the Company has been identified as TCWG for the purpose of the communication as per the said NAFRA circular.

(b) Cost Auditors

As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company carries out an audit of cost records maintained by it. The Board of Directors, on recommendation of Audit Committee, appointed M/s. Shekhar Joshi & Co., Cost Accountants (Membership No. M/10700) as Cost Auditors of the Company for the Financial Year 2025-26. They have been reappointed as Cost Auditors of the Company for 2026-27. In terms of the provisions of Section 148(3) of the Act read with the Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, approval of the Members is being sought for rati cation of their remuneration for 2026-27 at the ensuing AGM.

(c) Secretarial Auditors

At the 46th AGM held on August 22, 2025 the Members, had appointed M/s. Aashish K. Bhatt & Associates, Practicing

Company Secretaries (membership no. 19639) as Secretarial Auditors for a term of ve years to examine and audit the secretarial records of the Company and provide other allied certi cation/permitted services for financial years from 2025-26 to 2029-30 at a remuneration of 7.20 lakhs per annum, plus applicable taxes, as mutually agreed upon between the Board of Directors of the Company and M/s. Aashish K. Bhatt & Associates. There are no quali cations, adverse remarks, reservations or disclaimer made by M/s. Aashish K. Bhatt & Associates, Secretarial Auditors, in their report for the financial year ended March 31, 2026. The Report of the Secretarial Auditor in prescribed Form MR-3 is annexed to the Directors Report as Annexure III.

(d) Branch Auditors

M/s. Arun Arora & Co., Chartered Accountants are the Branch Auditors of the Company for financial year 2025-26. There is no quali cation, reservation or adverse remark made by them. To cater the requirements of the overseas market the Company is operating through its subsidiaries in different parts of the globe therefore, there was no business activities nor any employees at the Dubai branch and continuing the same was no more required. In view of the above and to reduce the expenses as well as compliances, the Directors at the Board Meeting held on November 14, 2025 approved the surrender of license to operate held in the name of EKC

Industries, Dubai to Jebel Ali Free Zone Authority (JAFZA) and to close the said Dubai Branch. Consequent upon completion of the process, JAFZA has terminated the license to operate with effect from March 29, 2026. Therefore, the Dubai branch of the Company is closed from that date.

DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Auditors under provisions of Section 143(12) of the Act and the Rules made thereunder.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act, are provided in Annexure IV to this Report.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for 2025-26 would be placed on the website of the Company and can be accessed at https://everestkanto.com/annual-return/

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) of SEBI Listing Regulations, as amended, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed as Annexure V and forms an integral part of this Report and is also uploaded Companys website and can be accessed at https://everestkanto.com/investors/annual-reports/.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations and therefore, endeavours that the conduct of all operations is in such manner to ensure safety of all and compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended forms part of this Report.

(a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2025-26:

Name of the Directors Desig- nation Remune- ration of Directors ( in lakhs) Median remune- ration of employees ( in lakhs) Ratio of median remune- ration
Mr. Pushkar Khurana* Chairman and Executive Director 65 39 2
Mr. Puneet Khurana# Managing Director 437 39 11
Mr. Sanjiv Kapur Wholetime Director and CFO 92 39 1
Mr. Ghanshyam Karkera@ 13 39 1
Dr. Vaijayanti Pandit @ Indepen- dent 13 8 2
Mr. Ramakrishnan Ramanathan@ Director 13 39 1
Ms. Uma Acharya^ 3 8 1

* Commission of 65 lakhs paid in June 2026 to Mr. Pushkar Khurana, Chairman and Executive Director of the Company for F.Y. 2025-26.

# Comprises commission of 65 lakhs paid in June 2026 to Mr. Puneet Khurana, Managing Director of the Company for F.Y. 2025-26.

@ Remuneration comprises sitting fees for attending the Meetings of the Board of Directors and of the Committees thereof and commission of 5 lakhs paid in June 2026 to each Independent Directors for F.Y. 2025-26.

^ Sitting Fees and Commission paid is on prorate basis up to the date of holding of officeof Director i.e. 25-05-2025.

(b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2025-26:

Name of the Directors Designation % increase in remuneration in financial year
Executive Directors
Mr. Pushkar Khurana Chairman and Executive Director 30%
Mr. Puneet Khurana Managing Director 35%
Mr. Sanjiv Kapur Wholetime Director and Chief Financial Officer 10%
Non-Executive Independent Directors
Mr. Ghanshyam Karkera Nil
Ms. Uma Acharya NA
Dr. Vaijayanti Pandit Independent Director 30%
Mr. Ramakrishnan Ramanathan 30%
Key Managerial Personnel other than Managing Director
Mr. Vishal Totla Company Secretary 10%

(c) Percentage increase in the median remuneration of employees in the financial year 2025-26: 9%.

(d) Number of permanent employees on the rolls of Company: 840.

(e) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justi cation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentile increases in the salaries of employees other than the managerial personnel in the financial year 2025-26 is at 10% whereas the percentile increase in the managerial remuneration during the year is 26%.

(f) Pursuant to implementation of the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (thereby consolidating 29 existing labour laws) with effect from November 21, 2025, the Company had assessed the incremental impact of the changes, as per the guidance provided by the Institute of Chartered Accountants of India. Impact of Rs. 159 lakhs was worked out on account of Companys liability towards gratuity payable to its employees. Further, the Company had restructured the salary components of the employees with effect from April 1, 2026, to meet the requirements of the provisions of the Wage Code.

(g) A rmation that the remuneration is as per the remuneration policy of the Company:

The Company a rms that the remuneration is as per the Remuneration policy of the Company.

(h) Name of top 10 employee of Company, who were employed for part of year, was in receipt of remuneration for that period which, in the aggregate, was not less than eight lakhs fty thousand rupees per month: NA.

i. Name of employee of Company, who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or wholetime director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

ii. If employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fty thousand rupees per month.

iii. If the employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

The details are mentioned in the table no. (i) Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(I) The particulars of employees posted and working in a country outside India, not being directors or their relatives, drawing more than sixty lakh rupees per financial year or ve lakh rupees per month, as the case may be, as may be decided by the Board: NA.

Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than eight lakhs fty thousand rupees per month - NA.

Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(ii) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees.

Name of the Employee Desig- nation of the employee Remune- ration received ( in lakhs) Nature of employ- ment, whether contra- ctual or otherwise Quali - cations and experience of the employee Date of Comm- encement of employ- ment The age of such emplo- yee The last employ- ment held by such employee before joining the company The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub-rule (2) Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager
Mr. Puneet Khurana Managing Director 437 Fulltime B.Com, MBA, international business 14-11-2019 53 NA 9.33% Mr. Pushkar Khurana, Chairman and Executive Director

EMPLOYEE STOCK OPTION, SWEAT EQUITY AND EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Employee Stock Options, Sweat Equity shares or Equity shares with differential voting rights during 2025-26.

LISTING OF SECURITIES

The Equity shares of the Company are listed on the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

The Company is committed and dedicated in providing a healthy and harassment free work environment to every individual of the Company, a work environment that does not tolerate sexual harassment. The Company highly respect dignity of everyone involved at our work place, whether they are employees, suppliers or our customers. It requires all employees to strictly maintain mutual respect and positive attitude towards each other. The policy is available on the Companys website and the web link thereto is EKC-POSH Policy. The Company has complied with provisions relating to the constitution of Prevention of Sexual Harassment of Women at Workplace Committee (Internal Complaints Committee), under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee comprises Ms. Vandana Rupwate, Senior Executive, Marketing as Chairperson, Ms. Farida Lambay, Cofounder of Pratham, as External Member from a Non-Government Organisation and Mr. Vishal Totla Company Secretary and Compliance Officer as Member of the Committee. The said Committee looks after all the locations of the Company viz. Head O ce, Mumbai, factories at Tarapur, Kasez, Ratadiya.

Number of complaints pending as on the beginning of the financial year Nil.

Number of complaints led during the financial year- Nil.

Number of complaints pending at the end of the financial year- Nil.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either led by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2026.

OTHER DISCLOSURES

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential voting rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c) raising of funds through preferential allotment or qualified institutional placement;

d) instance of one-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors express their appreciation for the assistance, support and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, sta and workers of the Company globally.

For and on behalf of the Board
Pushkar Khurana
Chairman & Executive Director
DIN: 00040489
Dubai
August 13, 2026

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