Everest Kanto Cylinder Ltd

Dear Members,

Your Directors present the 45th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2024 is summarized below:

( in Lakhs, unless otherwise stated)

PERFORMANCE REVIEW

Operations of the Company during FY24 continued on similar trends like last year, as the high price of CNG resulted in dampening the spirit of CNG segment of the Company. Inflationary trend in expenses and lower realization has impacted the profitability of the Company during FY24 as compared to last year.

The Company is reviving the earlier held up project of Mundhra unit for enhancing further the manufacturing capacity of cylinders by setting up additional manufacturing lines for small cylinders and composite cylinders which would further enhance the market share of the Company. The revenue stream for the above segment is expected to be functional from FY 2025-26 onwards. On standalone basis, for the financial year 2023-24, revenue from operations stood slightly lower at 77,151.69 Lakhs as compared to 78,965.46 Lakhs previous year. Accordingly, Net Profit for the financial year 2023-24 was also lower at 5,385.58 Lakhs as compared to 7,204.49 Lakhs for financial year 2022-23.

On consolidated basis, the Company has sold 9,42,420 units during financial year 2023-24 higher than 8,00,874 units sold in the previous year. Revenue for financial year 2023-24 was also lower at 1,22,296.21 Lakhs against the previous year's revenue of 1,27,449.09 Lakhs. However, the profit after tax from continuing operations 9,760.11 Lakhs for financial year 2023-24 was higher as compared to 7,589.11 Lakhs for financial year 2022-23.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for the year 2023-24 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any amendments thereto (LODR 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 final dividend of 0.70 per equity share of face value of 2/- each (35%) for the year ended March 31, 2024. The dividend would result in a cash outflow of 785 Lakhs.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated Dividend Distribution Policy in accordance with Regulation 43A of the LODR 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.

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 2,244.15 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 COMPANY'S OPERATIONS IN FUTURE

No such orders have been passed by any Regulators or Courts or Tribunals impacting the going concern status and Company's 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 2023-24, 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 LODR Regulations, the Company has a Risk Management Committee (RMC) comprising Mr. M. N. Sudhindra Rao (Chairman up to June 2, 2024), Dr. Vaijayanti Pandit, Independent Directors and Mr. Puneet Khurana, Managing Director of the Company. Consequent upon completion of the second term of 5 consecutive years as Independent Director on the Board of the Company, Mr. M. N. Sudhindra Raofficease to be Chairman and Member of RMC. The Directors at the Board Meeting held on May 24, 2024 appointed Dr. Vaijayanti Pandit as the Chairperson of RMC and Mr. Ramakrishnan Ramanathan as the Member of RMC. The RMC frame, implement and monitor the risk management plan of the Company and ensuring its effectiveness. The Company has adopted a Risk Management Policy which lays down the framework to define, 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. During 2023-24, two Meetings were held on July 18, 2023 and December 18, 2023, wherein, the risks and relevant mitigation measures identified for the Company were reviewed and discussed. The gap between the meetings did not exceed 180 days.

CREDIT RATING

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

SUBSIDIARIES

As on March 31, 2024, 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;

(b) four stepdown overseas subsidiary companies (through EKC FZE), viz. EKC Hungary Kft and EKC Europe Gy?rt? Zrt, in Hungary, EKC Europe GmbH in Germany and EKC Egypt SAE in Egypt; and

(c) one stepdown subsidiary company (through EKC Hungary Kft) viz CP Industries Holdings, Inc. in USA.

The current corporate structure is as under:

During 2023-24, the Directors of EKC FZE had approved additional investment in its subsidiary, EKC Egypt SAE by purchase of 11,907 shares of 1000 Egyptian Pound (EGP) each (17.01%) equity shares of EKC Egypt from its joint venture partner in Egypt, Dr. Mohamed Saad Eldin. EKC FZE had paid the purchase consideration to Dr. Saad and initiated the process of transfer of shares, till date of this report the process was under progress and yet to completed. Balance 2.99% shares of EKC Egypt SAE, held by Dr. Saad would be transferred to Mr. Waleed Samir Abdel-Azeem Fouad (1.99%) and Mr. Yehia Ashour (1%) respectively. National Bank of Egypt has approved the project of EKC Egypt sanctioning the bank facilities. The construction of the factory unit was under progress.

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 Company's website at EKC-Policy-on-Material-Subsidiary. As on March 31, 2024 EKC International FZE, a wholly owned subsidiary in Dubai is a material subsidiary of the Company. 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 Company's website and can be accessed at http://www.everestkanto.com/ investors/annualreports. The financial statements of the subsidiaries, as required, are available on the Company's website under sub-section 'subsidiaries' of Investors section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

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 Annual General Meeting (AGM) and forms part of the Notice.

The Members had at the 41st AGM held on September 29, 2020 appointed Mr. Puneet Khurana (DIN: 00004074) as Managing Director of the Company for a term of 5 years with effect from November 14, 2019. Pursuant to the provisions of the Act, Schedule V to the Act and based on the recommendation of Nomination & Remuneration Committee (NRC), the Board recommends, the reappointment of Mr. Puneet Khurana as Managing Director and Key Managerial Personnel (KMP) of the Company liable to retire by rotation for further period of 5 years commencing from November 14, 2024 on such terms and conditions set out in the Notice of 45th AGM. The approval of the Members through an Ordinary Resolution is being sought at the 45th AGM and forms part of the Notice.

The Members had at the 41st AGM held on September 29, 2020 appointed Dr. Vaijayanti Pandit (DIN: 07165976) as an Independent Director of the Company to hold office for five consecutive years from March 30, 2020 up to March 29, 2025. She being eligible for reappointment for the second term on the Board of the Company offer herself for the same. Pursuant to the provisions of the Act and based on the recommendation of NRC, the Board recommends, the reappointment of Dr. Vaijayanti Pandit as Independent Director for a second term of three consecutive years (up to she attain the age of 75 years) i.e. from March 30, 2025 up to the close of business hours on January 12, 2028. The approval of the Members through a Special Resolution is being sought at the 45th AGM and forms part of the Notice. The Members had reappointed Mr. M. N. Sudhindra Rao, Independent Director (DIN: 01820347) for the second term of 5 consecutive years with effect from June 3, 2019 up to the close of business hours on June 2, 2024. Consequent upon completion of his second term Mr. Rao will cease to be Director on the Board of the Company w.e.f. June 3, 2024. The Directors place on record their sincere appreciation of the valuable guidance and support given by Mr. M. N. Sudhindra Rao during his tenure on the Board. Consequent upon completion of the second term of five consecutive years of Mr. M. N. Sudhindra Rao as Independent Director of the Company and in compliance of Regulation 17(1)(c) of LODR Regulations, the Directors at the Board Meeting held on May 24, 2024 based on the recommendation of NRC, appointed Mr. Ramakrishnan Ramanathan (DIN: 03394401) as an Additional Director in capacity of Non-Executive and Independent Director on the Board of the Company with effect from June 3, 2024 for a term of five consecutive years, subject to approval of shareholders at the forthcoming AGM. In accordance with the provisions of Section 161(1) of the Act, Mr. Ramakrishnan Ramanathan hold office up to the date of the forthcoming AGM and is eligible for appointment as Director of the Company. Notice under Section 160 of the Act have been received from member proposing the appointment of Mr. Ramakrishnan as Director of the Company. The Special Resolution seeking approval of the Members for appointment of Mr. Ramakrishnan as an Independent Director, including his brief profile form part of the Notice of the 45th AGM of the Company.

The brief resume/details regarding the Directors proposed to be reappointed/appointed as above are furnished in the Notice of 45th 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 Mr. Vishal Totla, Company Secretary & Compliance Officer are the Key Managerial Personnel 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 LODR Regulations. In terms of Regulation 25(8) of the LODR 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 Affairs 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, six (6) Meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report forming part of Annual Report 2024. 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 LODR Regulations.

COMMITTEE 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.

COMPANY'S POLICY ON DIRECTOR'S 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 LODR Regulations, the Company has constituted Nomination and Remuneration Committee (NRC) and has formulated "Nomination, Remuneration and Evaluation Policy" containing criteria for determining qualifications, 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 Company's 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 Company's CSR Policy provides guidelines to conduct CSR activities of the Company, which can be accessed at the Company's website at the weblink: EKC-CSR-Policy.

During 2023-24, your Company has undertaken some projects/ programs as a part of CSR Initiative in accordance with the CSR Policy and spent 392.51 Lakhs towards various CSR activities, in line with the requirements of Section 135 of the Act. The CSR Report for the Financial Year 2023-24 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 2024.

VIGIL MECHANISM/WHISTLE BLOWER

The Company has formulated and established a robust Vigil Mechanism named Whistle Blower Policy in accordance with the provisions of the Act and LODR 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 arm's 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 2023-24 is annexed to this report as ‘Annexure II'.

During the year 2023-24, pursuant to Section 177 of the Act and Regulation 23 of LODR 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 Company's 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 15, 2024. 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 the Section 134 of the Act, your Company's 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 Company's internal financial controls were adequate and effective during the financial year 2023-24. The Board of Directors, based on the assurance given of the business operations, to the best of their knowledge and ability, confirm that: .

i. in the preparation of the annual accounts for the year ended March 31, 2024, 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 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 as on March 31, 2024 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 Companies Act, 2013 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 financial controls are adequate and are operating effectively; 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.

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 five 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 qualifications, adverse remarks, reservations or disclaimer made by SSA, Statutory Auditors, in their report for the financial year ended March 31, 2024.

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 2023-24 and they have been reappointed as Cost Auditors of the Company for 2024-25. 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 ratification of their remuneration at the ensuing AGM.

c) Secretarial Auditors

The Board of Directors has reappointed M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, having membership no. 19639 as the Secretarial Auditor under Section 204 of the Act for conducting Secretarial Audit for the financial year 2023-24. The Report of the Secretarial Auditor in prescribed Form MR-3 is annexed to the Directors Report as "Annexure III" and does not contain any qualification, reservation or adverse remarks. M/s. Aashish K. Bhatt & Associates have been appointed as the Secretarial Auditor for 2024-25.

d) Branch Auditors

M/s. Arun Arora & Co., Chartered Accountants are the Branch Auditors of the Company for financial year 2023-24. There is no qualification, reservation or adverse remark made by them.

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 2023-24 is 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 LODR 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 Company's 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. Your Company endeavors that the conduct of all operations is in such manner so as 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. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company up to the date of AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2023-24

* Commission of 54 Lakhs payable to Mr. Pushkar Khurana, Executive Chairman of the Company for FY 2023-24.

# Comprises commission of 54 Lakhs payable to Mr. Puneet Khurana, Managing Director of the Company for F.Y. 2023-24.

@ Remuneration comprises sitting fees for attending the Meetings of the Board of Directors and of the Committees thereof and commission of 5 Lakhs payable to each Independent Director for F.Y. 2023-24.

b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2023-24

*Mr. Pushkar Khurana was not drawing any remuneration up to 2021-22.

c) Percentage increase in the median remuneration of employees in the financial year 2023-24: 6%.

d) Number of permanent employees on the rolls of Company: 651.

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 justification 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 2023-24 is at 10% whereas the percentile increase in the managerial remuneration during the year is Nil.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

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

g) 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 fifty 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 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.

(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 fifty 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.

h) 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 five 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 fifty 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.

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. We highly respect dignity of everyone involved at our work place, whether they are employees, suppliers or our customers. We require all employees to strictly maintain mutual respect and positive attitude towards each other. The said policy is available on the Company's website and the web link thereto is EKC-Policy-on-Sexual-Harassment-at-work-place. The Company has complied with provisions relating to the constitution 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 Directors at the Board Meeting held on March 15, 2024 reconstituted the Sexual Harassment of Women at Workplace Committee of the Company by appointing Ms. Shubhangi Shinde, Sr. VP-Accounts and Finance 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. Mumbai, Tarapur and Kandla factories.

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

Number of complaints filed 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 filed 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, 2024.

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, staff and workers of the Company globally.

Pushkar Khurana

Chairman & Executive Director

DIN: 00040489

Dubai

May 24, 2024