Eveready Industries India Ltd

For the financial year ended March 31, 2024

Your Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

Revenue from Operations for the year stood at Rs. 1,314.16 Crores as against

Rs. 1,327.73 Crores in the previous financial year. Profit from Operations before Depreciation, Interest and Taxation (PBDIT) excluding Other Income was higher by 27.4% at Rs. 140.28 Crores (previous year - Rs. 110.09 Crores). With Depreciation of Rs. 30.25 Crores (previous year - Rs. 27.39 Crores), interest/ exchange fluctuation charge of Rs. 32.31 Crores (previous year - Rs. 56.64 Crores), Profit after Tax stood at Rs. 66.73 Crores for the year as against a Profit after Tax of Rs. 20.13 Crores in the previous year. Net accumulated profits stood at

Rs. 56.71 Crores.

DIVIDEND

Your Directors are pleased to recommend a dividend at the rate of Rs. 1.00 (20%) per fully paid up equity share of face value of Rs. 5/- each, for the financial year ended March 31, 2024 (previous year - Nil). The proposed dividend on 7,26,87,260 fully paid up equity shares of Rs. 5/- each, subject to the approval of Members at the ensuing 89^th Annual General Meeting (AGM), will be paid to all eligible Members whose names appear in the Register of Members/ Register of Beneficial Owners on July 27, 2024, after necessary deduction of tax at source at the prescribed rates. In order to enable your Company to determine and deduct the appropriate TDS as applicable, Members are requested to read the instructions given in the Notes to the Notice convening the 89^th AGM, forming a part of this Annual Report and the communication available on the website of the Company.

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 www.evereadyindia.com/wp-content/themes/ eveready/pdf/dividend-distribution-policy.pdf.

TRANSFER TO RESERVES

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

OPERATIONAL REVIEW & STATE OF THE COMPANY'S AFFAIRS Batteries & Flashlights

The dry cell battery market remained by and large flat in the current year although the overall market remains poised for continued expansion in the coming years, driven by the need for reliable and sustainable sources of energy. Per capita consumption of batteries in India continues to remain quite low as compared to other developed countries and hence provide an opportunity for the market to grow.

The saliency and penetration of alkaline batteries continue to increase. The segment continues to grow as proliferation of smart devices and penetration of internet services is expected to drive the demand for alkaline battery market in India. Your Company has managed to gain share in the alkaline space on the back of revamped alkaline range of Eveready Ultima and this trend is expected to gain further momentum. Communication on alkaline batteries has also been ramped up with Neeraj Chopra, the Olympic gold medallist, having been inducted as the brand ambassador of your Company.

The market share position of the major players remained largely unaltered during the year under review, with your Company registering a 10 basis points improvement in overall battery share. The overall battery market share stood at 53.2% at the end of the year.

While the flashlight market in India has experienced growth, driven by the increasing demand for portable lighting solutions, the battery-operated segment has seen a faster than anticipated degrowth. However, your Company remains hopeful that gains in the rechargeable segment will compensate for the loss and provide growth at an overall category level. The Company's design and development team continued to expand the range of new products with features and functionality as per market feedback. Your Company's share of the battery operated flashlight market was estimated at upwards of 50%. The overall revenue growth in the battery and flashlight segment remained flat on the back of slower demand in rural markets. Furthermore, the Company was trying to come out of the initial challenges posed out of the revamped route-to-market initiative, but benefits have started to accrue now. The batteries and flashlight segments had EBIDTA of Rs. 134.77 Crores and Rs. 14.48 Crores respectively. The EBIDTA margins in battery improved to 15.6% against 11.1% last year aided by lower raw material prices and a relatively stable exchange rate. Your Company continued to invest behind the iconic Eveready brand to accelerate its position in the industry. The flashlight segment also remained profitable despite flat revenue.

The manufacturing operations in these product categories continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Lighting & Electrical Products

Your Company has been present in lighting & electrical products business for quite some time now. These products offer a natural extension of its brands – Eveready and PowerCell, which are synonymous with portable energy and lighting. There are ready synergies within the existing distribution network of your Company for the range of products that this business segment offers. The Company is in the process of developing the entire portfolio of lighting solutions that goes into consumer homes.

Your Company's business in lighting enjoys the advantage of a dual distribution set up via the general trade and the electrical channel. Your Company has also gained presence in emerging alternate channels. Although there are entrenched players in the vast market, your Company is confident of making a mark. The emphasis now is to shift business salience from basic products to premium ones. Your Company is also focusing on high potential institutional and professional lighting segments to elevate the performance momentum. Net revenue from this business segment for the current year stood at Rs. 310.79 Crores and your Company is yet to break even at an EBIDTA level. It is expected that this category will be a growth lever for your Company as it aspires to move towards a higher value chain.

Prospects

Historically, battery category has seen very modest growth. In the medium term, the category is expected to grow low to mid single digit, both in volume and value terms. With an above-normal monsoon expected along with moderate inflation in the forthcoming season, your Company is hopeful to drive a consumption led growth. Strong domestic demand and revival in rural economy will further aid the revenue momentum. Your Company is in the process of rejuvenating its brand with the right approach and investment while optimizing the distribution network, with a focus on new growth areas. In the flashlights category, your Company is confident that its quality product offering, backed by a strong brand and easy availability will help deliver significant growth in the rechargeable flashlight segment and drive overall flashlight turnover. Your Company's commitment to enhance the brand visibility and engage with consumers remain unwavering. Your Company will continue to build a strong consumer franchise offering quality products. Benefits from several initiatives including a revamped route-to-market will help sustain growth trajectory resulting in continued profitable growth. The overall lighting market in India is poised for sustained growth, propelled by various growth drivers and the evolving needs of consumers and industry alike. Your Company has introduced a range of products in this category to expand its market presence. It aims to further strengthen its distribution network across general trade, modern trade and electrical channels. Your Company expects to augment its turnover through a range of new products and value premiumization to be able to achieve growth aspirations.

FINANCE

Tight control was kept over the finances of your Company through judicious working capital management and operational efficiencies. Your Company remains focused to reduce its borrowings and during the year under review, your Company has repaid Rs. 69.65 Crores of debt and the debt at the end of the year stood at Rs. 285.23 Crores. Your Company met its financial commitments in servicing debt and repayment thereof in a timely manner. Capital expenditure program was fully met.

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.

SUBSIDIARIES, ASSOCIATES & CONSOLIDATED FINANCIAL STATEMENTS

Your Company's subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of Rs. 2.54 Crores during the current year (Rs. 5.49 Crores during FY 2022-23). It registered a net profit of Rs. 0.02 Crores, during the year. Another subsidiary, Greendale India Limited did not register any revenue from turnover during the current year (Nil during FY 2022-23). It did not register any profit during the year.

A Statement in Form AOC -1 containing the salient features of the said Companies is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the said Companies are available on the website of the Company. The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, of the subsidiaries. The Consolidated Financial Statements shall be laid before the ensuing 89^th Annual General Meeting of the Company along with the laying of 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) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, forms a part of this Report as Annexure 1.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy formulated by your Company is available on the website of the Company at https://www.evereadyindia.com/wp-content/uploads/2022/03/ csr-policy-14.pdf. The Annual Report on CSR Activities to be included in the Report, 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 the requirement under Section 134 of the Companies Act, 2013, the Directors state that: 1. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed with no material departures; 2. the Directors had selected such accounting policies and applied them consistently and made judgments 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. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4 the Directors had prepared the annual accounts on a going concern basis; 5. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and 6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Mr. Sharad Kumar was appointed as an Additional Director of the Company in the capacity of Independent Director, effective January 8, 2024, to hold office up to the date of the next Annual General Meeting of the Company or up to a time period of three months from January 8, 2024, whichever is earlier, and also as an Independent Director of the Company not liable to retire by rotation, for a period of 3 (three) consecutive years effective January 8, 2024, subject to the approval of the shareholders of the Company. The appointment of Mr. Sharad Kumar as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 3 (three) consecutive years, effective January 8, 2024, was approved by the Members of the Company through Postal Ballot by means of voting through electronic means (Remote E-voting process), within a period of 3 months from the said date of appointment, in terms of the requirements of the Listing Regulations.

Ms. Arundhuti Dhar, Mr. Mahesh Shah and Mr. Roshan Louis Joseph were individually re-appointed as Independent Director(s) of the Company not liable to retire by rotation, to hold office for a period of 3 (three) consecutive years, effective May 21, 2024, May 27, 2024 and October 4, 2024, respectively, subject to the approval by the shareholders of the Company through Postal Ballot by means of voting through electronic means (Remote E-voting process). Notice of Postal Ballot dated April 11, 2024 was sent to the Members of the Company, seeking their approval for the above re-appointments through Postal Ballot by means of voting through electronic means (Remote E-voting process) and the Postal Ballot for the approval by the Members of the Company, is to be concluded on May 16, 2024.

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

Necessary declarations from Mr. Sharad Kumar, Ms. Arundhuti Dhar, Mr. Mahesh Shah and Mr. Roshan Louis Joseph that he/she individually meets with the criteria of independence as prescribed have been received. In the opinion of the Board, each of Mr. Sharad Kumar, Ms. Arundhuti Dhar, Mr. Mahesh Shah and Mr. Roshan Louis Joseph, has the requisite integrity, expertise and experience and are eligible for their appointment/re-appointment(s) as the case maybe. All the Independent Directors have enrolled themselves on the Independent Directors Databank and have either passed/exempted from the proficiency test/will undergo the online proficiency self assessment test within the specified timeline. Mr. Utsav Parekh and Mr. Mohit Burman will retire by rotation at the forthcoming Annual General Meeting and are eligible, for their individual re-appointments. 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 December 20, 2004 directed the Central Government to appoint three Directors on the Company's Board for three years. As the CLB's order suffers from various legal infirmities, the Company, based on legal advice, has challenged this order of the CLB before the Hon'ble High Court at Calcutta, which has, by an interim order, stayed the operation of the CLB's order. The stay is continuing.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

REMUNERATION POLICY

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

BOARD EVALUATION

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

MEETINGS

The Board meets regularly to discuss and decide on various matters as required. Due to business exigencies, certain decisions are taken by the Board through circulation from time to time. During the year, Four (4) Board Meetings were convened and held. Additionally, several committee meetings as well as Independent Directors' meeting(s) were also held. The details of the Meetings are given in the Corporate Governance Report which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

The details with respect to the compositions, powers, roles and terms of reference etc. of relevant Committees of the Board of Directors are also 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 accepted by the Board.

EMPLOYEE RELATIONS

One of your Company's key strengths is its people. Relations with employees remained cordial and satisfactory. Your Board would like to place on record its appreciation of employees for their contributions to the business. Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. The details of the ratio of the remuneration of each director to the median employee's remuneration and other particulars and details of employees in terms of Section 197(12) of the Company's Act, 2013 (the

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

STATUTORY AUDITORS

M/s Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E), who hold office as the Statutory Auditors of the Company, till the conclusion of ensuing 89^th Annual General Meeting (AGM) of the Company, complete their first term as the Statutory Auditors of the Company at the ensuing 89^th AGM. In accordance with Section 139 of the Companies Act, 2013 (the Act) read with the Companies (Audit & Auditors) Rules, 2014, your Directors propose to re-appoint M/s Singhi & Co., Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of the 89^th AGM to the conclusion of the 94^th AGM of the Company at such remuneration, subject to the approval of the Members of Company at the forthcoming Annual General Meeting. M/s Singhi & Co., have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for their re-appointment.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 (the Act) read with the Companies (Cost Records and Audit) Amendment Rules, 2014, 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 March 31, 2025. 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(1) of the Act in respect of the specified products.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2023-24 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.

AUDITORS' REPORT

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), the matter of which is covered elsewhere in the Report and also in the Notes on accounts.

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of the business operations. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on financial reporting in their Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 were given/made during the year under the review.

PARTICULARS OF CONTRACTS/ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered into, during the year under review were on arm's length basis, in the ordinary course of business, for the operational and administrative benefits of the Company. There were no contracts/ arrangements/transactions with related parties which could be considered as material and which may have a potential conflict with the interest of the Company at large. Accordingly, no contracts/arrangements/transactions are being reported in Form AOC-2. Details on related party disclosures are further given in the Corporate Governance Report, which forms a part of this Report.

RISK MANAGEMENT

Your Directors have approved various Risk Management Policies. All material risks faced by the Company are identified and assessed by the Risk Management Steering Committee and oveseen 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.

VIGIL MECHANISM

Your Directors have adopted a Vigil Mechanism/Whistle Blower Policy. The Policy has been posted on the website of the Company. None of the Company's personnel have been denied access to the Audit Committee.

ANNUAL RETURN

The Annual Return in the prescribed format, in accordance with the Companies Act, 2013, forms a part of this Report and is available on the website of the Company at http://www.evereadyindia.com/investor-relations/pdf/annual return.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Competition Commission of India ("CCI") issued an Order dated April 19, 2019, imposing penalty on certain zinc carbon dry cell battery manufacturers, concerning contravention of the Competition Act, 2002 (The Act). The penalty imposed on your Company was Rs. 171.55 Crores. Your Company filed an appeal and stay application before the National Company Law Appellate Tribunal, New Delhi, (NCLAT) against the CCI's said Order. The NCLAT vide its order dated May 09, 2019, has stayed the penalty with the direction of depositing 10% of the penalty amount within 15 days with the Registrar of the NCLAT which has been duly deposited by your Company. Based on legal advice received by your Company, it is believed that, given the factual background and the judicial precedents, there are reasonable grounds on the basis of which the NCLAT will allow the appeal and accordingly, the Company is hopeful on adjudication upon the quantum of penalty imposed or remand to the CCI for de novo consideration. 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 also earlier filed an application under the Lesser Penalty Regulations under the Act. In terms of the aforesaid legal advice, your 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.

Other than the aforesaid, there have been no significant and material orders passed by the Regulators, Courts or Tribunals which impact the going concern status and Company's operations in future.

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 Companies Act, 2013 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. d. There was no change in the Key Managerial Personnel of the Company. e. An application under Section 9 of the Insolvency & Bankruptcy Code, 2016 has been filed before the Hon'ble National Company Law Tribunal (NCLT) at Kolkata, for a claim of an alleged operational debt of Rs. 9.88 Crores, against your Company. It appears that the said application has been filed as an afterthought and is a counter claim to a similar application filed earlier by your Company, before the NCLT at Hyderabad, for a claim of an operational debt of Rs. 10.61 Crores against the same party and is ex facie barred by law. The Company has been advised that the allegations in the application are devoid of any merit and is unlikely to succeed. Both the applications are yet to be admitted before the respective benches of the NCLT. f. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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 a part of the Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT & DIVIDEND DISTRIBUTION POLICY

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.