Everest Industries Ltd

To

The Members of Everest Industries Limited

Your Directors take pleasure in presenting the Ninety First (91st) Annual Report of Everest Industries Limited ("Company" or "Everest") together with the Audited Financial Statements for the financial year ended March 31, 2024 ("Year") and Auditor's Report thereon.

(Rs. in Crores)

PERFORMANCE REVIEW

FY 2023-24 was challenging year for the Company leading to overall decline in revenue and profitability. On a standalone basis, the Company achieved Total Income of Rs. 1610.01 crores for the year under review as compared to Rs. 1685.46 crores in the previous year. During FY 2023-24, the total income declined by 4% due to reduction in sales in Boards and Panels and ESBS. The profit after tax was Rs. 23.87 crores showing decline by 44% as compared to previous year. Top line in Building Products segment showed increase of 1.38% whereas in the steel building segment, the same showed decrease of 14%.

The production volumes in two segments were as under:

a. In Building Products segment, the production for the Year was 848214 MT as compared to 880705 MT in the previous year, lower by 4%.

b. In steel buildings segment, the production for the Year was 31103 MT, lower by 11% as compared to 35046 MT in the previous year.

The consolidated income of the Company for the Year was T1593.19 crores as against Rs. 1688.23 crores in the previous year. Consolidated Profit after Tax for the Year was Rs. 18.00 crores as against Rs. 42.36 crores in the previous year, showing decline by 57% over previous year.

More details on financial and operational performance are provided in Management Discussion & Analysis Report.

DIVIDEND

For FY 2023-24, the Board of Directors ("Board") of the Company has recommended a Final dividend 0 25% i.e. Rs. 2.50/- per equity share of face value of Rs. 10/- each for the financial year ended March 31, 2024 subject to the approval of the members of the Company at ensuing Annual General Meeting.

The aforesaid dividend is in line with the Dividend Distribution Policy adopted by the Company. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders of the Company. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source. For further detalts about TDS on Finat Dividend, members are requested to refer Annexure II of the Notice of Annual Generat Meeting.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regutation 43A of the Securities and Exchange Board of India (Listing Obtigations and Disctosure Requirements) Regutations, 2015, ("Listing Regulations"), the Board of Directors of the Company had approved Dividend Distribution Policy on August 3, 2021.

The Dividend Distribution Policy is also uploaded on the website of the Company and can be accessed at httpsV/www.everestind.com/pubtic/storaae/codes-and-poticies/November2022/T6v1 LE6DlXqnmbsURX0s.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 in the statement of profit & toss.

SHARE CAPITAL

As on March 31, 2024, the authorised share capital of the Company stood at Rs. 17,05,00,000/- comprising of 1,70,50,000 equity shares of? 10/- each. The issued, subscribed and paid-up share capitatof the Company was? 15,78,89,500/- comprising of 1,57,88,950 equity shares of face value of Rs. 10/- each.

During the Year under review, the issued, subscribed and paid up Share Capital of the Company has increased from Rs. 15,73,61,440/- to Rs. 15,78,89,500/- due to allotment of 52,806 equity shares of face value of Rs. 10/- each of the Company to the employees of the Company under various Employees Stock Option Schemes.

During FY 2023-24, the Company has not issued any equity shares with differential voting rights, convertible securities, warrants or sweat equity shares.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) Such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2024 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit for the year ended March 31,2024;

c) proper and sufficient care has been taken 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;

d) the annual financial statements for the financial year ended March 31,2024 are prepared on a 'going concern' basis;

e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable taws have been devised and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. B.L. Taparia (DIN: 00016551) and Ms. Bhavna Doshi (DIN: 00400508), Independent Directors of the Company completed two consecutive terms of Directorship on March 31, 2024 and hence, they retired and ceased to be Directors of the Company with effect from close of business hours of March 31, 2024. The Board placed on record its deep appreciation and gratitude forthe invaluable contribution and guidance provided by Mr. B.L. Taparia and Ms. Bhavna Doshi during their tenure as Independent Directors of the Company.

In order to ensure smooth transition in the Board positions, pursuant to the recommendation of Nomination and Remuneration Committee (NRC) at its meeting held on March 19, 2024, the Board of Directors of the Company at its meeting held on March 19, 2024, approved appointment of Mr. Ashok Kumar Barat (DIN: 00492930) and Ms. Bijat Tushar Ajinkya (DIN: 01976832) as Additional Directors (in the category of Non- Executive Independent Directors) of the Company for a first term of five consecutive years from March 19, 2024 to March 18, 2029. Further, their appointment as Non-Executive Independent Directors of the Company was also approved by the members of the Company by way of postal ballot on May 2, 2024.

Pursuant to the recommendation of Nomination and Remuneration Committee (NRC) at its meeting held on May 15, 2024, the Board of Directors of the Company at its meeting held on May 22, 2024, approved re-appointment of Mr. Anant Tatauticar (DIN: 00031051) as Non-Executive Independent Director of the Company for a second consecutive term of five consecutive years from November 21,2024 to November 20, 2029 and recommended the same to the members of the Company for their approval at the ensuing Annual General Meeting (AGM).

The Members of the Company at Annual GeneralMeeting held on August 22, 2023 approved the following re-appointments of Directors of the Company:

a) Re-appointment of Mr. Rajendra Chitate (DIN: 00015986) and Mr. Atok Nanda (DIN: 02149755) as Non-Executive Independent Directors of the Company for a second consecutive term of five consecutive years from January 23, 2024 to January 22, 2029.

b) Re-appointment of Mr. Rajesh Joshi (DIN: 08855031) as a Managing Director & CEO of the Company for a further period of 3 years from September 1,2023.

In accordance with the provisions of Section 152 the Companies Act, 2013 ("Act"), Ms. Padmini Sekhsaria, Non- Executive Non- Independent Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for the re-appointment. The Board of Directors recommends her re-appointment as a Director of the Company, liable to retire by rotation.

As per Secretariat Standard - 2 of the Institute of Company Secretaries of India (ICSI) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), brief profile and other related information of Mr. Anant Tatauticar and Ms. Padmini Sekhsaria is provided in Annexure I of the Notice of ensuing AGM.

Pursuant to the recommendation of NRC, Ms. Amruta Avasare was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. April 1,2023 by the Board. During FY 2023- 24, Mr. Rajesh Joshi, Managing Director & CEO, Mr. Pramod Nair, Chief Financial Officer and Ms. Amruta Avasare, Company Secretary were Key Managerial Personnetof the Company under the provisions of Section 203 of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS

Alt the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. Further, they are not debarred from holding the office of director pursuant to any SEBI order or any such other authority.

Alt the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 including the Proficiency Test.

In the opinion of the Board, att Independent Directors possess strong sense of integrity and having requisite experience, qualifications and expertise and they are independent of the anagement and has no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as weft as the evaluation of the working of its Board Committees. The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, leadership attribute of directors through vision and values, strategic thinking and decision making, adequacy of business strategy, etc. The evaluation sheets based on SEBI Guidance Note dated January 5, 2017, containing the parameters of performance evaluation along with rating scale were circulated to att the Directors. The Directors rated the performance against each criteria. Thereafter, consolidated score was arrived.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

The Board met six (6) times during the year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive board meetings was within the period prescribed under the Act and Listing Regulations.

AUDIT COMMITTEE

During FY 2023-24, the Audit Committee of the Board comprises of att independent Directors namely Mr. Rajendra Chitate (Chairman), Mr. B.L. Taparia (Member), Mr. M.L. Gupta (Member), Ms. Bhavna Doshi (Member) and Mr. Anant Tatauticar (Member).

Mr. B.L. Taparia and Ms. Bhavna Doshi ceased to be members of the Audit Committee of the Company with effect from dose of business hours on March 31, 2024 due to the completion of their two terms of directorship.

The Board at its meeting held on March 19, 2024, re-constituted the Audit Committee of the Company and w.e.f. April 1, 2024, the re-constituted Audit Committee consist of Mr. Rajendra Chitate as Chairman and Mr. M.L Gupta, Mr. Anant Tatauticar and Mr. Ashok Kumar Barat as Members of the committee. For details on the

Audit Committee, ptease refer to Corporate Governance Report forming part of the Annual Report.

The Board has accepted aft the recommendations made by the Audit Committee.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee has framed a Nomination, Remuneration and Board Diversity Polcy which fays down the criteria for appointment of Directors on the Board of the Company and guides organization's approach to Board Diversity. No changes were made in the Poticy during the financial year 2023-24.

The Nomination, Remuneration and Board Diversity Poticy is available on the website of the Company at the web-tink https://www.everestind.com/pubtic/storage/codes-and-poticies/ November2022/GkVe2kvczlvHcAqz1gMV.pdf

HOLDING COMPANY, SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

Fatak Investment Private Limited, Promoter of the Company is the Holding Company of the Company with a stake of 50.25% of paid-up share capital of the Company as on March 31,2024.

As on March 31, 2024, the Company has 4 Wholly Owned Subsidiaries (WOS) viz. Everest Building Products, Everestind FZE, Everest Buitdpro Private Limited and Everest Steel Building Private Limited.

Everest Building Products (EBP mainly operates as a Holding Company for its Wholly Owned Subsidiary in UAE). During FY 2023-24, EBP suffered a net toss of Rs. 1.64 Lakhs.

Everest Building Products has a wholly owned subsidiary, Everestind FZE incorporated in UAE. Everestind FZE is a legal entity involved in the trading of Company's products in the Middle East and foreign markets. During FY 2023-24, Everestind FZE earned a total income of Rs. 457.24 Lakhs and suffered a net toss of Rs. 82.60 Lakhs.

Everest Buitdpro Private Limited (EBPL) a wholly owned subsidiary, was incorporated for manufacturing of Boards & Panels on March 31,2023. EBPL started commercial production at its new manufacturing facility set up at KIADB Industrial Area, Chamarajanagar, Karnataka w.e.f. March 7, 2024. During FY 2023-24, the total income was Rs. 19.77 lakhs and Company suffered net toss of Rs. 47.94 lakhs.

During FY 2023-24, Everest Steel Building Private Limited was incorporated on May 26, 2023 as a Wholly owned subsidiary of the Company for manufacturing/instattation of Pre-engineered Steel Buildings (PEB). During the year under review, the land has been purchased by ESBPL in R. Ananthpur, Andhra Pradesh for setting up the PEB plant.

In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statements of the subsidiaries are set out in the prescribed Form A0C-1, which forms part of the Board's Report as ANNEXURE -1. During the financial year 2023-24, no Company has become or ceased to be a Joint Venture or Associate of the Company.

Pursuant to Regulation 16 of the Listing Regulations, the Company does not have any material subsidiary. However, the Company has adopted a poticy on material subsidiaries, which can be accessed at the web-tink https://www.everestind. com/pubtic/storaae/codes-and-poticies/Januarv2023/ LRPJQLDUwk2h3sMi22Yg.pdf.

CAPEX

During the year under review, new manufacturing facility of Boards and Panels was set up at Chamrajanagar, Karnataka through wholly owned subsidiary of the company viz. Everest Buitdpro Pvt Ltd. (EBPL) for which CAPEX of Rs. 187 crores was approved by the Board. EBPL started commercial production at the said new manufacturing facility w.e.f. March 7, 2024. Further, the Board had also approved CAPEX of Rs. 125 crores for setting up of manufacturing facility in South India, for the Steel Building Division through a wholly owned subsidiary viz Everest Steel Building Pvt Ltd (ESBPL). Though the land is purchased by ESBPL in Ananthpur, Andhra Pradesh, the setting up of plant is deferred to next Financial Year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements of the Company for the year ended March 31, 2024 along with the Auditors' Report forms part of this Annual Report. The Audited Financial Statements of the Company and subsidiaries are available on the website of the Company at https://www. everestind.com/investor-retations/subsidiaries-financial- statements. Further, a copy of the Audited Financial Statements of the subsidiaries shaft be made available for inspection electronically or at the registered office of the Company during business hours on any working day upto the date of Annual General Meeting. Any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiaries shaft make specific request in writing to the Company Secretary.

DEPOSITS

The Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013 during FY 2023-24 and, as such, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2024.

RELATED PARTY TRANSACTIONS

ALL ReLated Party Transactions (RPT) entered during FY 2023- 24 were on arm's Length basis and in the ordinary course of business and in compliance with the appticabte provisions of the Companies Act, 2013 and the Listing Regulations. During the year, the RPTs were with whotty owned subsidiaries of the Company. During the year under review, the Company did not enter into any materiat RPT under the provisions of Section 188 of the Act and Listing Regulations. Flence, the disclosure of related party transactions, as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company and does not form part of this report.

The prior approval of the Audit Committee is obtained for aft ReLated Party Transactions. A statement of aft ReLated Party Transactions is reviewed by the Audit Committee on a quarterty basis. The Company has adopted a poticy on ReLated Party Transactions and it has been uptoaded on the Company's website at https://www.everestind.com/public/storage/codes- and-poLicies/Januarv2023/AFqzTapbg26DlvYTKXo8.pdf.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report.

CSR activities of the Company are done through Everest Foundation (Section 8 company). The Board has also approved a CSR Policy which can be accessed on the Company's website www.everestind.com at the web-Link https://www.everestind. com/pubLic/storage/codes-and-poLicies/November2022/ NbLzoSM8vJDdPkvt7nOL.pdf. The Company has identified three focus areas of engagement which are as under:

• Livelihood enhancement - skiff development

• Promotion of education and sports.

• Fleatthcare and Environment

The Company also undertakes other need-based iNiliatives in compliance with Schedule VII to the Act.

The Annual Report on CSR activities for the financial year 2023- 24 in the prescribed format is annexed as ANNEXURE-2 to this Board's Report.

EMPLOYEES STOCK OPTION SCHEMES

The Nomination and Remuneration Committee of the Board of the Company, inter-atia, administers and moNilors the Employees' Stock Option Schemes of the Company ("schemes") in accordance with the applicable SEBI regulations.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021 as on March 31, 2024 with regard to the Employees' Stock Option Schemes (ESOS) are provided in ANNEXURE-3 in the Board's Report and may be accessed on the Company's website at the Link www.everestind.com/investor-reLations/ sharehoLders-information.

The Company has received certificate from M/s. TVA & Co. LLP, Secretariat Auditors of the Company that the Schemes have been implemented incompliance with the Securities & Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and as per special resolutions passed by the members of the Company in the Annual General Meetings. The certificate shall be available for inspection by the members of the Company during the 91st Annual General Meeting.

STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants (Registration No. 324982E/E300003), have been appointed as the Statutory Auditors of the Company for a period of five consecutive years from the 88th Annual General Meeting of the Company held on August 25, 2021 till the conclusion of the 93rd Annual General Meeting of the Company. Further, as required under Regulation 33( 1)(d) of Listing Regulations, they hold a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India.

AUDITORS' REPORT

The Auditors' Report on standalone and consolidated financial statements fortheyearended March 31,2024 forms integral part of this Annual Report. The Auditors' Report does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes to the Financial Statements are self explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any incident of fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force) during the year under review.

COST AUDITORS

The Company is required to maintain the cost records as specified by the Central Government under section 148(1) of the Act and accordingly, such accounts and records are made and maintained. As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company has been carrying out the audit of its cost records.

On the recommendation of Audit Committee, the Board of Directors of the Company has appointed M/s. R. Nanabhoy & Co., Cost Accountants (FRN No. 000010) as Cost Auditors of the Company to audit the cost records of the Company for the financial year 2024-25. As required under the Act, a resolution seeking approval of the members for the ratification for the remuneration payable to the Cost Auditor forms part of the Notice of ensuing AGM.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

As required under Section 204 of the Act and the rutes made thereunder, the Board had appointed M/s TVA & Co. LLP, Practicing Company Secretaries as Secretariat Auditors of the Company to conduct the Secretariat Audit of the Company for the financial year 2023-24. The Secretariat Audit Report for the financial year 2023-24 issued by the Secretariat Auditors in prescribed Format in Form MR-3 is attached as ANNEXURE- 4 to the Board's Report. The Secretariat Audit Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL STANDARDS

During the Year under review, the Company has complied with the applicable Secretariat Standards issued by the Institute of Company Secretaries of India. The same has also been confirmed by Secretariat Auditors of the Company in the Secretariat Audit Report.

VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Act read with rutes made thereunder and the Listing Regulations, the Company has in place a mechanism for Directors, employees, vendors, customers and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud, violation of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against victimization of Whistle Blower who avail the mechanism and also provides for direct access to the Whistle Blower to the Audit Committee. Pursuant thereto, a dedicated helpline "Ethics Helpline" has been set-up which is managed by an independent professional organization.

The Vigil Mechanism Policy may be accessed on the Company's website at the link https://www.everestind.com/pubtic/storage/ codes-and-poficies/Januarv2023/v1 QZPmutHIGtSoefN3XR.pdf.

RISK MANAGEMENT

Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis. Further, the Company also has in place Risk Management Committee to assess the risks and to review risk management plans of the Company.

The Company recognizes that risk is an integral part of the business and is committed to manage the risks in a proactive and efficient manner. The Company continued to strengthen its comprehensive system to promptly identify risks, assess their materiality and take measures to minimize their likelihood and tosses. The Company has formulated a Risk Management Policy for risk identification, assessment and mitigation. Further, the Risk Management Committee is constituted and is assisted by the Management team comprising of the following:

• BU Head-Roofing

• BU Head - Boards & Panels

• BU Head - ESBS

• Chief Financial Officer (CFO)

• Internal Auditor

• Chief Human Resources Officer (CHRO)

• VP - Manufacturing

• VP - R & D

• Head IT

Risk Management Committee meets twice in a year and discuss on the risk management and strategies. A presentation is made by Chief Risk Officer (CRO) at RMC meetings.

The Internal Audit Reports and Risk Management Framework are reviewed by the Audit Committee. For details on risk Management, please refer to Corporate Governance Report and Management Discussion and Analysis attached to this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls and that such internal financial controls are adequate and operating effectively. The Audit Committee reviews reports presented by the Internal Auditors. It maintains constant dialogue with Statutory and Internal Auditors to ensure that internal control systems are operating effectively. For more details, refer to the 'Internal control systems and their adequacy' section in the Management discussion and analysis, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India ("SEBI"). A separate Report on Corporate Governance for the year ended March 31, 2024 along with a certificate from M/s TVA & Co. LLP, Practicing Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is provided as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-atia on industry trends, your company's performance, future outlook, opportuNilies and threats for the year ended March 31,2024, is provided in a separate section forming integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company falls under the Top 1000 Companies as per market capitalization as on March 31, 2023. Accordingly, Business Responsibility and Sustainability Report for the Year ended March 31,2024, as stipulated under Regulation 34 of Listing Regulations is provided separately as a part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The details of loans, guarantees, investments made by the Company under the provisions of Section 186 of the Act are disclosed in the Note No 2.05 and 2.06 to the Standalone Financial Statements. During FY 2023-24, the Company has given loan to its wholly owned subsidiaries viz. Everest Buildpro Private Limited and Everest Steel Building Private Limited for business purpose. Further, the Company provided guarantee on behalf of Everest Buildpro Private Limited (EBPL), wholly owned subsidiary to secure the loan upto Rs. 140 crores sanctioned to EBPL by HDFC Bank Ltd.

ANNUAL RETURN

The Annual Returns as required under Section 92 and Section 134 of the Companies Act, 2013 read with rules made thereunder for FY 2022-23 and FY 2023-24 are available on the Company's website at the link www.everestind.com/investor-relations/ annual-returns

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

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with rules thereunder is given as ANNEXURE- 5 forming part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz. Details of top ten employees of the Company in terms of remuneration drawn during FY 2023-24 and particulars of employees drawing remuneration in excess of the limits specified in Rule 5(2) of the said rules is provided in Annexure forming part of this Report. As per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members of the Company excluding the said Annexure. Any member interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company. The said annexure will be available for inspection by the members at the Registered Office of the Company twenty-one days before and upto the date of ensuing Annual General Meeting during the business hours on working day.

Disclosures pertaining 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 for the year ended March 31, 2024 are provided in ANNEXURE-6 to the Board's Report.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company always endeavors and provides conducive work environment that is free from discrimination and harassment including sexual harassment. The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 at its all locations to look into the complaints relating to sexual harassment at workplace. During the year under review, no complaints pertaining to sexual harassment were received and no complaint was pending as on March 31, 2024.

HUMAN RESOURCES

The Company has continuously adopted structures that help to attract best external talent and promote internal talent to higher roles and responsibilities. Everest's people-centric focus providing an open work environment, fostering continuous improvement and development helped several employees realize their career aspirations during the Year.

INDUSTRIAL RELATIONS

During the year, the industrial relations at all the works of the Company were cordial.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

MATERIALCHANGESANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.

GENERAL

Your Directors state that:

1. Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

2. As required in terms of Secretariat Standard (SS)-4, it is hereby confirmed that there is no corporate insolvency resolution process iNiliated under the Insolvency and Bankruptcy Code, 2016 and no proceeding is pending under the said code.

3. There was no change in the nature of the business of the Company during the Year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the Company's business associates, trade partners, dealers, customers, shareholders, vendors, bankers, technology providers and other stakeholders alt over India and overseas for the continued support and co-operation extended by them to the Company during the Year. Your Board also thanks the Government of India, State Governments and other Government Authorities for their continued support and encouragement to the Company and took forward to their support in future.

Your Directors especially wish to place on record their sincere appreciation of the efficient services rendered by the Company's motivated team members from alt Zones, Works and Offices.