The consolidated total income of the Company for the Year
was Rs. 1,737.48 crores as against Rs.1,593.19 crores in the
previous year, showing an increase by 9%. On a consolidated
level, the Company suffered loss of Rs. 3.60 crores for the
year ended March 31, 2025 due to decrease in Fiber Cement
Board segment profitability. More details on financial and
operational performance are provided in Management
Discussion and Analysis Report.

DIVIDEND

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, 2025 subject to the approval of the
members of the Company at the ensuing Annual General
Meeting ("AGM") of the Company. The final dividend, if
approved by the members of the Company, shall be paid
within 30 days from the date of AGM to those members
whose names appears in the register of members/ list of
beneficial owners as on the Record Date. The said final
dividend is based on the parameters outlined in 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 details about TDS on Final Dividend,
members are requested to refer Annexure III of the Notice
of Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"),
the Dividend Distribution Policy approved by the Board of the
Company is uploaded on the website of the Company at the
weblink https://www.everestind.com/public/storage/codes-
and-policies/November2022/T6v1LE6DlXqnmbsURXOs.pdf

TRANSFER TO RESERVES

The Company has not transferred any amount to General
Reserves during the financial year ended March 31, 2025.

SHARE CAPITAL

As on March 31, 2025, the authorised share capital of
the Company stood at Rs. 17,05,00,000/- comprising of
1,70,50,000 equity shares of Rs. 10/- each. The issued,

subscribed and paid-up share capital of the Company was
Rs. 15,81,98,800/- comprising of 1,58,19,880 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 increased from
Rs. 15,78,89,500/- to Rs. 15,81,98,800/- due to the allotment
of 30,930 equity shares of face value of Rs. 10/- each of the
Company to the employees of the Company pursuant to
exercise of stock options under the Employees Stock Option
Schemes.

During FY 2024-25, the Company has not issued any equity
shares with differential voting rights, 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 financial statements for
the financial year ended March 31, 2025, the applicable
accounting standards have been followed and there
were no material departures;

b) they 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 as at
March 31, 2025 and of the profit/(loss) of the Company
for the year ended March 31, 2025;

c) they have 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;

d) the annual financial statements of the Company for the
financial year ended March 31, 2025 are prepared on a
'going concern' basis;

e) internal financial controls to be followed by the Company
have been laid down and such internal financial controls
were adequate and operating effectively during the year
ended March 31, 2025;

f) proper systems to ensure compliance with the
provisions of all applicable laws have been devised
and that such systems were adequate and operating
effectively during the year ended March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment/Re-appointment of Directors

• 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 the
re-appointment of Mr Anant Talaulicar (DIN: 00031051)
as a Non-Executive Independent Director designated as
"Chairman" of the Company for a second consecutive
term of five consecutive years from November 21, 2024
to November 20, 2029. Further, the said re-appointment
was also approved by the members of the Company at
the Annual General Meeting (AGM) of the Company
held on August 12, 2024.

• As mentioned in the previous Annual Report, the
Board had appointed Mr. Ashok Kumar Barat
(DIN: 00492930) and Ms. Bijal Ajinkya (DIN: 01976832) as
Non-Executive Independent Directors of the Company
for a first term of five consecutive years from March 19,
2024 to March 18, 2029. During the year under review,
the members of the Company by way of postal ballot on
May 2, 2024 approved their appointment.

• Post financial year 2024-25, pursuant to the
recommendation of Nomination and Remuneration
Committee (NRC), the Board of Directors of the
Company at its meeting held on August 4, 2025,
approved appointment of Mr Hemant Khurana
(DIN: 08652827) as an Additional Director of the
Company to hold office upto ensuing AGM. Further,
Mr Hemant Khurana was appointed as the Managing
Director & Chief Executive Officer of the Company for
a period of 3 (three) consecutive years with effect from
September 13, 2025, subject to the approval of members
of the Company at the forthcoming 92^nd Annual General
Meeting (AGM) of the Company. The resolution for his
appointment has been included in the 92^nd AGM Notice of
the Company for approval of members of the Company.

Cessation of Directors

Mr Murari Lal Gupta (DIN: 00088685), Independent Director
of the Company retired and ceased to be a Director of
the Company with effect from close of business hours on
September 30, 2024 due to completion of two consecutive
terms of his Directorship. The Board placed on record
its deep appreciation and gratitude for the invaluable
contributions and guidance provided by Mr M.L. Gupta
during his long association with the Company.

Post financial year 2024-25, Mr. Rajesh Joshi (DIN:08855031),
Managing Director and CEO of the Company tendered his

resignation on June 13, 2025 due to personal reasons. He will
cease to be a Managing Director and CEO of the Company
and Key Managerial Personnel of the Company w.e.f. close of
business hours on September 12, 2025. The Board placed on
record its appreciation for the significant contributions made
by Mr Rajesh Joshi towards strengthening the foundation
of the Company in all the needed areas starting with the
embedding of Company's new vision, values, processes,
systems and new products.

Director Retiring by Rotation

In accordance with the provisions of Section 152 of the
Companies Act, 2013 ("Act"), Ms. Padmini Sekhsaria,
Non-Executive Non-Independent Director (Vice
Chairperson) 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 of the Company recommends her
re-appointment as a Director of the Company, liable to retire
by rotation. As per Secretarial 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 Ms. Padmini
Sekhsaria is provided in the Notice of ensuing AGM.

Key Managerial Personnel

As on March 31, 2025, Mr Rajesh Joshi, Managing Director
& CEO and Ms. Amruta Avasare, Company Secretary were
the Key Managerial Personnel of the Company under the
provisions of Section 203 of the Companies Act, 2013.

Following changes took place in the positions of Key
Managerial Personnel of the Company:

1. Mr. Pramod Nair resigned from the position of the Chief
Financial Officer of the Company w.e.f. close of working
hours on January 10, 2025 to pursue opportunities
outside the Company.

2. Mr. Rajesh Gagrani was appointed as a Chief Financial
Officer of the Company w.e.f. June 2, 2025 by the Board,
pursuant to the approval of the Audit Committee and
recommendation by Nomination and Remuneration
Committee (NRC).

3. Mr. Arpit Kumar Nagori was appointed by the Board as
a Chief Financial Officer of the Company in the Interim
Capacity w.e.f. April 1, 2025 and ceased to hold the said
position w.e.f. June 2, 2025.

As on the date of this report, Mr Rajesh Joshi, Managing
Director & CEO, Mr Rajesh Gagrani, Chief Financial Officer
and Ms. Amruta Avasare, Company Secretary are the Key
Managerial Personnel of the Company under the provisions

of Section 203 of the Companies Act, 2013. Mr. Rajesh Joshi
shall cease to be KMP w.e.f. close of business hours on
September 12, 2025 and Mr. Hemant Khurana is appointed
as KMP of the Company w.e.f. September 13, 2025.

DECLARATIONS FROM INDEPENDENT DIRECTORS

All 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.

In terms of Section 150 of the Companies Act, 2013, all
the Independent Directors of the Company have registered
themselves in the databank 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, all Independent Directors possess
strong sense of integrity and having requisite experience,
qualifications and expertise and they are independent of
the management 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 an annual evaluation of its
own performance and that of its committees as well as
performance of all the Directors individually. 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, effectiveness
of board process, information and functioning, leadership
attribute of directors through vision and values, strategic
thinking and decision making etc. The Board reviewed
performance of individual directors on the basis of criteria
such as contribution of individual directors to the Board &
committee meetings, preparedness on the matters to be
discussed, inputs on minutes and expression of opinion
in meetings. The evaluation sheets in the form of online
structured google forms, based on SEBI Guidance Note dated
January 5, 2017, containing the parameters of performance
evaluation along with rating scale were circulated to all the

Directors. The Directors rated the performance against each
criteria. Thereafter, the consolidated score was arrived.

The performance evaluation of the Independent Directors,
Chairman, Vice Chairperson and Managing Director was
done by the entire Board excluding the Directors being
evaluated. Further, at a separate meeting of Independent
Directors of the Company, the performance evaluation
of the Chairman of the Board was carried out by other
Independent Directors taking into account views of Non¬
Independent Director and the performance evaluation of the
Vice Chairperson and Managing Director was also carried
out through structured google forms. Overall, the Board
expressed its satisfaction on the performance evaluation
process as well as performance of all Directors, Committees
and the Board as a whole.

NUMBER OF BOARD MEETINGS & COMMITTEE MEETINGS

The Board met four (4) 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.
Further, the details of meetings of various Board Committees
are provided in the Corporate Governance Report that forms
part of this Annual Report.

AUDIT COMMITTEE

During FY 2024-25, Mr M.L. Gupta, Independent Director
ceased to be a member of the Audit Committee of the
Company with effect from close of business hours on
September 30, 2024 due to the completion of his two terms
of directorship.

The Audit Committee was re-constituted w.e.f. October 1,
2024 and the re-constituted Audit Committee consists of
Mr Rajendra Chitale (Independent Director) as Chairman
and Mr. Anant Talaulicar (Independent Director), Mr Ashok
Kumar Barat (Independent Director) and Mr. Rajesh Joshi
(Managing Director & CEO) as members of the committee.
Further details on the Audit Committee are provided in the
Corporate Governance Report forming part of the Annual
Report.

All the recommendations made by the Audit Committee
were accepted by the Board.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee (NRC) has
framed a Nomination, Remuneration and Board Diversity
Policy which lays down the criteria for appointment and
remuneration of Directors and guides organisation's

approach towards Board Diversity. No changes were made
in the said policy during FY 2024-25.

The Nomination, Remuneration and Board Diversity Policy
is available on the website of the Company at the web-link
https://www. everestind.com/public/storage/codes-and-
policies/November2022/GkVe2kvczIyHcAqz1gMV.pdf. Please
refer Corporate Governance Report for further details.

HOLDING COMPANY, SUBSIDIARIES, ASSOCIATES & JOINT
VENTURES

Falak Investment Private Limited, Promoter of the Company
is the Holding Company of the Company with a stake of
50.15% of the paid-up share capital of the Company as on
March 31, 2025.

As on March 31, 2025, the Company has 4 Wholly Owned
Subsidiaries (WOS) viz. Everest Building Products, Everestind
FZE, Everest Buildpro Private Limited and Everest Steel
Building Private Limited. Further, Everest Foundation (EF) is
a Section 8 Company limited by guarantee for CSR activities
of the Company.

Everest Building Products (EBP) mainly operates as a
Holding Company for its Wholly Owned Subsidiary in UAE.
During FY 2024-25, EBP suffered a net loss of Rs. 1.87 lakhs.

Everestind FZE is a wholly owned subsidiary of Everest
Building Products operating in UAE. Everestind FZE is
involved in the trading of Company's products in the Middle
East and foreign markets. During FY 2024-25, revenue
from operations of Everestind FZE was Rs. 1499.26 lakhs
as against Rs. 457.24 lakhs showing an increase of 228%
against previous year. Everestind FZE earned profit of
Rs. 28.45 lakhs for FY 2024-25 as against loss of Rs. 82.60
lakhs for previous year.

Everest Buildpro Private Limited (EBPL), a wholly owned
subsidiary of the Company, started commercial production at
its new manufacturing facility set up at KIADB Industrial Area,
Chamarajanagar, Karnataka w.e.f. March 7, 2024. During FY
2024-25, the Company earned total revenue from operations
of Rs. 1,568.47 lakhs from sale of boards and panels.
However, there has been increase in the cost of raw materials
consumed, Inventory cost, employee benefit expenses and
other expenses due to start of the commercial production
and the total expenses for the year ended March 31,2025 was
Rs. 2,959.14 lakhs. The Company suffered Net loss after tax of
Rs. 1,279.46 lakhs for the year ended March 31,2025.

Everest Steel Building Private Limited (ESBPL), a wholly
owned subsidiary of the Company was incorporated on May
26, 2023 for manufacturing Pre-engineered Steel Building

(PEB). The Company has not yet started its commercial
operations as the setting up of manufacturing plant of PEB
at R. Ananthpur has been deferred to FY 2025-26. Hence,
there is no income for the year ended March 31, 2025 and
the Company suffered Net loss after tax of Rs. 50.64 lakhs
for the year ended March 31, 2025.

In terms of proviso to sub-section (3) of Section 129 of the
Act, the salient features of the audited financial statements
of the subsidiaries for the financial year ended March 31,2025
are set out in the prescribed Form AOC-1, which forms part
of the Board's Report as ANNEXURE-1. During the financial
year 2024-25, the company does not have any associate or
joint venture within the meaning of relevant provisions of the
Act. The Audited Financial Statements of the subsidiaries
of the Company for year ended March 31, 2025 are hosted
on the Company's website at https://www.everestind.com/
investor-relations/subsidiaries-financial-statements.

Pursuant to Regulation 16 of the Listing Regulations,
during FY 2024-25, the Company does not have any material
subsidiary. However, the Company has adopted a policy on
material subsidiaries, which can be accessed at the web-
link https://www.everestind.com/public/storage/codes-and-
policies/January2023/LRPJQLDUwk2h3sMi22Yg.pdf.

CAPEX FOR ASSAM PLANT

During the year under review, the CAPEX of Rs. 138 crores
was approved by the Board of Everest Buildpro Private
Limited, a wholly owned subsidiary of the Company for
setting up of the new manufacturing facility of Fiber Cement
Board at Matia, Goalpara, Assam and the Company has
signed a Memorandum of Understanding with Government
of Assam. The proposed capacity addition through setting up
the said plant will be 72,000 MTPA. It is expected that phase

1 of CAPEX would be operational by April, 2027 and phase

2 of CAPEX would be operational by April, 2031. Assam
Industrial Development Corporation Ltd. (AIDC) has allotted
the land measuring 87,300 Sqm at Industrial Estate, Matia,
Goalpara to EBPL.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and
its subsidiaries are prepared in accordance with the Indian
Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015 and the Companies Act,
2013. The Audited Consolidated Financial Statements of
the Company for the year ended March 31, 2025 along with
the Auditors' Report forms part of this Annual Report.

The financials of EBPL, ESBPL, EBP, Everestind FZE and
EF have been consolidated in audited consolidated financial
statements of the Company for the year ended March 31,
2025.

The Audited Standalone and Consolidated Financial
Statements of the Company and subsidiaries and EF for
the year ended March 31, 2025 are available on the website
of the Company at https://www.everestind.com/investor-
relations/subsidiaries-financial-statements. Further, a
copy of the Audited Financial Statements of the subsidiaries
and EF shall 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 Financial Statements of the subsidiaries shall make
specific request in writing to the Company Secretary.

DEPOSITS

The Company has not accepted any deposits from the
public during the year under review within the meaning of
Section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014 and, as such, no amount on account
of principal or interest on public deposits was outstanding
as on March 31, 2025.

Disclosure relating to loans and advances as required under
para A of Schedule V of the Listing Regulations are furnished
separately in the notes to the financial statements. Further
during FY 2024-25, there are no transactions of the Company
with any person or entity belonging to the promoter/ promoter
group which holds 10% or more shareholding of the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during FY 2024¬
25 were on arm's length basis and in the ordinary course of
business and in compliance with the applicable provisions of
the Companies Act, 2013 and the Listing Regulations. During
the year, the RPTs were with wholly owned subsidiaries of
the Company. The Company did not enter into any material
RPT under the provisions of Section 188 of the Act and
Listing Regulations. Hence, 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 Company has in place a process for approval of RPT and
on dealing with RPT. As per the process, necessary details
for each of the RPT as applicable along with justification
are provided to the Audit Committee as per the policy on
Materiality of RPT and on dealing with RPT. The prior approval
of the Audit Committee was obtained for all Related Party

Transactions. A statement of all Related Party Transactions
was reviewed by the Audit Committee on a quarterly basis.

During FY 2024-25, certain changes were made in the
Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions and said policy
has been uploaded on the Company's website at https://
www.everestind.com/public/storage/codes-and-policies/
April2025/ceMJps7Ffv8NP5bczw3Z.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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). Pursuant to the
recommendation of CSR Committee, the Board has 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/
February2025/S2iOQID2m9PiR26c3JuW.pdf. The Company
has identified three focus areas for CSR which are as under:

• Education and sports

• Health and Environment

• Livelihood

The Company also undertakes other need-based initiatives
in compliance with Schedule VII to the Act. Employee
volunteering continuous to be a vital component of the
Company's CSR efforts.

The funds disbursed for CSR related activities have been
utilized for the purpose and in the manner recommended
by CSR Committee and approved by the Board of Directors
for FY 2024- 25.

The Annual Report on CSR activities for the financial
year 2024-25 in the prescribed format is annexed as
ANNEXURE-2 to this Board's Report. Further, more details
of CSR activities are provided in the Management Discussion
and Analysis Report.

EMPLOYEES STOCK OPTION SCHEMES

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

The Company has in force Employee Stock Option Scheme-
2021 ("ESOS-2021"/ "Scheme") pursuant to the provisions of
the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. The NRC and the Board have approved
certain changes in the ESOS Scheme- 2021, the details of
which are provided in the Notice of ensuing Annual General
Meeting and the approval of members of the Company is
sought for amendments in the scheme in the ensuing AGM.

The applicable disclosures as stipulated under the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 as on March 31, 2025 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, Secretarial Auditors of the Company that the Schemes
have been implemented in compliance 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
92^nd Annual General Meeting.

STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants (Registration
No. 324982E/E300003), were re-appointed as the Statutory
Auditors of the Company to hold office for a second term
of five consecutive years from the conclusion of 88^th Annual
General Meeting of the Company held on August 25, 2021
till the conclusion of the 93^rd Annual General Meeting of the
Company to be held in the year 2026. 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' Reports on audited standalone and
consolidated financial statements for the year ended
March 31,2025 forms an integral part of this Annual Report.
The Auditors' Reports does not contain any qualifications,
reservations, adverse remarks or 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.

For FY 2024-25, M/s. R. Nanabhoy & Co., Cost Accountants
were appointed as Cost Auditors of the Company to audit
the cost records of the Company. On the recommendation
of Audit Committee, the Board of Directors of the Company
at its meeting held on May 19, 2025 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 2025-26 under section
148 of the Companies Act, 2013. M/s. R. Nanabhoy & Co.
have confirmed that their appointment is within the limits of
section 141 of the Companies Act, 2013 and have also certified
that they are free from any disqualifications specified under
section 141 (3) and proviso to section 148(3) read with section
141(4) of the Companies Act, 2013. The Audit Committee has
also received a Certificate from the Cost Auditors certifying
their independence and arm's length relationship with the
Company.

As per the provisions of the Companies Act, 2013, the
remuneration payable to the Cost Auditors is required
to be placed before the Members in a General Meeting
for their ratification. Accordingly, a resolution seeking
Members' ratification for the remuneration payable to
M/s. R. Nanabhoy & Co., Cost Auditors to audit the cost
records of the Company for the financial year 2025-26 is
included in the Notice convening the 92^nd Annual General
Meeting.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

As required under Section 204 of the Act and the rules made
thereunder, the Board had appointed M/s TVA & Co. LLP,
Practicing Company Secretaries as Secretarial Auditors of
the Company to conduct the Secretarial Audit of the Company
for the financial year 2024-25. The Secretarial Audit Report
for the financial year 2024-25 issued by the Secretarial
Auditors in Form MR-3 is attached as ANNEXURE-4 to
the Board's Report. The Secretarial Audit Report does not
contain any qualification, reservation, adverse remark or
disclaimer.

Pursuant to the amendments in Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)

Regulations, 2015, subject to the approval of members of
the Company and pursuant to the recommendation of the
Audit Committee, the Board of Directors at its meeting held
on May 19, 2025 approved the appointment of M/s. Parikh
& Associates (Firm Registration Number: P1988MH009800,
Peer Review No.: 6556/2025), Practicing Company
Secretaries as Secretarial Auditors of the Company for the
first term of five consecutive years to conduct the Secretarial
Audit of the Company from FY 2025-26 to FY 2029-30.The
resolution for their appointment has been included in the
Notice of ensuing Annual General Meeting (AGM) of the
Company for the approval of members of the Company.
The brief profile of M/s. Parikh & Associates and other
details as required under listing regulations and Act have
been included in the Notice of ensuing AGM. M/s. Parikh
& Associates have confirmed that they are eligible to be
appointed as Secretarial Auditors of the Company and they
hold a valid peer review certificate.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the year ended
March 31,2025 of all the applicable compliances as per SEBI
Regulations and circulars/guidelines issued thereunder. The
Annual Secretarial Compliance Report for the year ended
March 31, 2025 duly issued by M/s. TVA & Co. LLP, peer
reviewed firm of Company Secretary in practice has been
submitted to the Stock Exchanges.

Pursuant to the amendments in Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, M/s. Parikh & Associates, Secretarial
Auditors have been appointed for issuance of Secretarial
Compliance Report for the year ended March 31, 2026.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN
SUBSIDIARIES

There is no Material Unlisted Indian Subsidiary of the
Company as on March 31, 2025 and hence, the requirement
under Regulation 24A of the Listing Regulations regarding
the Secretarial Audit of Material Unlisted Indian Subsidiary
is not applicable to the Company for the FY 2024-25.

SECRETARIAL STANDARDS

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Act read with rules made
thereunder and the Listing Regulations, the Company has in
place a vigil 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 and also provides whistle blowers direct
access to the Chairman of the Audit Committee. A dedicated
helpline "Ethics Helpline" has been setup which is managed
by an independent professional organization. Whistle blower
can raise the concern/ make protected disclosure through
e-mail/ toll free number/ whatsapp number/ Fax number/
address to the said helpline, details of which are provided in
Corporate Governance Report.

A quarterly report on the complaints under whistle blower
policy is placed before the Audit Committee for its review.
During the year under review, the Company received 29
whistle-blower complaints and the same were investigated by
the Ethics Committee of the Company and appropriate actions
were taken.

The Vigil Mechanism/Whistle Blower Policy may be accessed
on the Company's website at the link https://www.everestind.
com/public/storage/codes-and-policies/February2025/
v5d2EkGekGs8EmVOnUHK.pdf.

RISK MANAGEMENT

The Company recognises 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 losses. The Company has formulated a Risk
Management Policy for risk identification, assessment and
mitigation. Further, the Risk Management Committee (RMC)
is duly constituted. RMC 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 Corporate Governance Report
and Management Discussion and Analysis forming part of
this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial
controls and such internal financial controls were adequate
and operating effectively. The Company also has in place
adequate internal financial controls with reference to the
financial statements commensurate with the size, scale and
complexity of its operations. The Audit Committee reviews
internal audit reports presented by the Internal Auditors
at every audit committee meeting. 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, 2025
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-alia on industry trends, your company's performance,
future outlook, opportunities and threats for the year ended
March 31, 2025, is provided in a separate section forming
integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company does not fall under the Top 1,000 Companies
as per market capitalisation as on December 31, 2024.
However, due to Regulation 3(2A) of SEBI [Listing
Obligations and Disclosure Requirements), Regulations,
2015, the Company is required to comply with the provisions
of Business Responsibility and Sustainability Report (BRSR)
for 3 consecutive financial years. Accordingly, BRSR for the
year ended March 31, 2025, as stipulated under Regulation
34 of Listing Regulations is provided separately as a part of
this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR
INVESTMENTS BY THE COMPANY

The details of loans given, guarantees or securities provided
and investments made by the Company under the provisions

of Section 186 of the Act during the year ended March 31,
2025 are disclosed in the Notes to the Audited Standalone
Financial Statements of the Company. During FY 2024-25,
the Company has given loan to its wholly owned subsidiaries
viz. Everest Buildpro Private Limited and Everest Steel
Building Private Limited for business purpose.

The Company has also provided guarantee on behalf of
Everest Buildpro Private Limited (EBPL), wholly owned
subsidiary to secure the loan upto Rs. 140 crores by EBPL
from 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 2023-24 and FY 2024-25 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 2024-25 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 31,2025 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. Continuous awareness in this area
has been created through POSH training and awareness
programs. The Company has set up an Internal Committee
(IC) under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH
Act") at all locations to redress the complaints relating to
sexual harassment at workplace and the Company has
complied with the provisions relating to the constitution of
IC under the POSH Act. During the year under review, no
complaints pertaining to sexual harassment were received
and no complaint was pending as on March 31,2025.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company remains committed to enduring a safe and
supportive work environment for all women employees and
complies with the provisions of the Maternity Benefit Act,
1961 and the rule framed thereunder for the year ended
March 31, 2025.

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 realise their career aspirations during the year
More details on HR are provided in MDA which forms part of
this Annual Report.

INDUSTRIAL RELATIONS

During the year under review, the industrial relations at all
the plants of the Company were cordial. More details are
provided in MDA which forms part of this Annual Report.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

Our core values of REI (Respect, Excellence & Integrity)
guide our EHS culture. More details are provided in MDA
which forms part of this Annual Report.

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.

MATERIAL CHANGES AND COMMITMENTS 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 2024-25 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 Secretarial Standard (SS)-4,
it is hereby confirmed that during the year 2024¬
25, there was no application made and proceeding
initiated/pending by any Financial and/or Operational
Creditor against the Company 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 all 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 look 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 all Zones, Works
and Offices.

For and on behalf of the Board

Place: Mumbai Anant Talaulicar Rajesh Joshi

Date: August 4, 2025 Chairman Managing Director

& CEO