Your Directors are pleased to present the Annual Report, together with the
Audited Financial Statements of your Company for the financial year ended
31^st March 2026.

FINANCIAL HIGHLIGHTS

The Financial Results of the Company are summarized below:

During the year under review, revenue from operations stood at ' 1,454.61
crores as against ' 1,343.92 Crore in the previous financial year. The
Company's Profit from Operations before Depreciation, Interest and Tax
(OPBDIT), excluding Other Income, saw a rise of 7.38% reaching ' 163.55
Crore compared to ' 152.31 Crore in the previous year. Exceptional items
represent net gain on sale of land parcel of factory land at Noida, net of
expenses on account of exgratia to workmen on separation, incremental
liability for new Labour Code and arbitration settlement cost. After accounting
for Depreciation (' 30.23 Crore over ' 29.64 Crore last year) and Interest/
Exchange Fluctuation charges (' 18.97 Crore over ' 25.69 Crore last year). The
Profit after Tax for the year stood at ' 171.23 Crore, a substantial improvement
from the previous year's profit of ' 82.38 Crore. Net accumulated profits
reached ' 291.75 Crore.

DIVIDEND

Your Directors are pleased to recommend a dividend at the rate of ' 2.50
(50%) per fully paid up equity share of face value of ' 5/- each, for the financial
year ended 31^st March 2026 (previous year ' 1.50). The proposed dividend on
7,26,87,260 fully paid up equity shares of ' 5/- each, subject to the approval of
Members at the ensuing 91^st Annual General Meeting (AGM) scheduled to be
held on Tuesday, 11^th August 2026 will be paid on or after Friday, 14^th August
2026. Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the shareholders effective April 1, 2020 and the Company is required

to deduct tax at source from dividend paid to the Members at prescribed rates
as per the Income Tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY

In terms of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, ('Listing Regulations') as
amended, the Dividend Distribution Policy of your Company is available on
the website of the Company at https://cdn.eveready.in/uat/documents/
Dividend _ Distribution _ Policy.pdf

TRANSFER TO RESERVES

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

OPERATIONS

Batteries: During the year under review, the Company sustained its
business momentum in the batteries segment, supported by a strengthened
product portfolio, an enhanced distribution network and consistent brand
communication initiatives.

Your Company commenced Financial Year 2025-26 with its strongest-ever
positioning in the alkaline battery category, underpinned by robust product
credentials, enhanced brand strength and reinforced market presence.
During the year, the Company commissioned its greenfield alkaline battery
manufacturing facility at Jammu which will be India's only operating alkaline
battery facility, a strategic investment of around ' 200 crores with an installed
production capacity of 456 million units and a peak annual production capacity
of approximately 360 million units per annum. The facility will help reduce
import dependence, enhance supply chain resilience, and improve margin
efficiencies. In addition to this, the facility will help your Company expand
business through white labelling and serve domestic and various international
markets. This initiative reinforces Eveready's ambition to emerge as a global
player in the alkaline battery segment.

The Eveready Ultima Pro and Eveready Ultima ranges, which were
comprehensively revamped in the prior year, continued to build on their
strong market acceptance. These ranges drove a substantial increase in the
Company's alkaline battery sales, which grew 70.5% year-on-year in Financial
Year 2025-26 and further cemented Eveready's standing as the preferred
brand in the premium segment. Eveready continues to hold a dominant value
market share of approximately 51.4% in the overall dry cell battery market.

In the carbon zinc segment, the business demonstrated resilience backed
by the Company's formidable pan-India distribution network spanning an
estimated 4.5 million retail touchpoints, with direct coverage of approximately

0.6 million outlets. Route-to-Market optimisation, coupled with targeted dealer
and stockist incentive programs, continued to deliver operational efficiencies
and improved channel relationships.

Company continued its product innovation journey with the launch of India's
most powerful premium lithium batteries, powered by cutting-edge 15X longer
lasting Lithium technology. The longer life proposition is not just a technical
achievement but a powerful consumer promise that sets a new benchmark
for performance in the category.

The broader industry context remains supportive. Zinc-carbon batteries
continue to see demand in basic household and consumer applications,
supported by their low-cost positioning, with the segment offering only a
limited and largely mature growth opportunity.

The Company continued to amplify its brand presence by associating with
some of the most prestigious sporting properties like the Asia Cup and the
T20 World Cup. These high-visibility platforms provided the Company with
an opportunity to engage with millions of passionate consumers across the
country, reinforcing brand recall at scale.

This year marked the launch of a high-impact consumer campaign built around
an extraordinary collaboration — Eveready X Transformers. Transformers
stand in a league of its own as the most iconic and powerful robotic
franchise in the world, commanding a massive and deeply passionate fan
base that transcends generations. This partnership is a powerful strategic
statement which reinforces Eveready's credentials as a brand that is dynamic,
contemporary and always charged with energy.

Your Company is strategically scaling up its presence in the mosquito swatter
segment, where it has already emerged as the category leader, leveraging
brand strength and distribution advantages to drive further growth. In parallel,
the Company has initiated its entry into the accessories segment through
calibrated, small-scale launches of chargers and power banks, laying the
foundation for future expansion in adjacent categories.

The Company's performance in the fast-evolving quick commerce channel has
been remarkable as the Company has firmly cemented its position as a dominant
force in this high-velocity channel. As Quick Commerce channel continues to
scale, it adds a powerful new dimension to our omnichannel presence.

Revenue from the Batteries segment for Financial Year 2025-26 stood at ' 972
Crore. Segmental EBITDA stood at ' 154.4 Crore, with EBITDA margins at
15.9%.

Flashlights

The Indian flashlight market continues to undergo a meaningful structural
evolution, with consumer preference shifting decisively from battery-operated
towards rechargeable models. Eveready, which commands a significant share
of the organized battery-powered flashlight segment, has been proactively
investing in its rechargeable portfolio to stay ahead of this gradual transition
and capitalise on the growth opportunity it presents.

During the year, your Company continued its focused rollout of a differentiated
rechargeable flashlight portfolio across price points with products specifically
designed around consumer needs such as enhanced lumen output, extended
runtimes, multi-mode functionality, ergonomic design and specific use cases
including safety and industrial applications. These products have found
encouraging traction with both retail consumers and institutional buyers,
including government, defence and industrial procurement channels.

The flashlight category continues to present a potential opportunity across
rural and smaller towns, as well as select outdoor and industrial applications,
though the overall growth potential remains moderate. These segments offer
incremental scope for volume expansion as usage patterns gradually evolve
and organized products gain steady acceptance. Leveraging its established
brand equity and wide distribution reach, the Company is well positioned to
participate in this opportunity in a measured manner.

The year marked a defining moment for Eveready with the launch of its first-
ever patent-applied product, the Hybrid Torch. This is a milestone that goes
well beyond a product launch; it signals the Company's foray into patented

innovation and lays the foundation for a future where Eveready is not just a
brand that sells products, but one that creates them — building a pipeline of
differentiated, innovation-led offerings.

The implementation of Indian Standard IS 2023-2024 and the BIS Standard
Mark is expected to act as a structural tailwind for the flashlight category,
driving greater formalization and improving overall product quality benchmarks.
This development is likely to benefit organized, compliant players by creating
a more level playing field and reinforcing consumer preference for trusted,
certified brands.

The Flashlights segment reported revenues of ' 179.7 Crore in Financial Year
2025-26 with segmental EBITDA at ' 10.6 Crore with EBITDA margin stood
at 5.9%.

Lighting & Electrical Products

Eveready's Lighting and Electrical Product's business continued to build on
its strategic priorities of portfolio expansion, channel development, and
institutional segment presence during Financial Year 2025-26. The Company's
product range spanning LED bulbs, emergency LEDs, LED panels, luminaires,
industrial and outdoor lighting and electrical accessories is positioned to
address both mass-market and premium consumer needs across residential,
commercial and institutional applications.

The lighting market has undergone a structural shift towards LED-based
solutions, driven by improving cost economics, regulatory focus on energy
efficiency, and large-scale institutional adoption. Policy-led initiatives have
been instrumental in accelerating this transition and shaping the evolution
of the category.

The LED and luminaires category delivered robust growth in volume terms
during the year. The sharp value erosion witnessed in the consumer lighting
segment over the past few years is now showing signs of moderation,
indicating early stabilization in pricing dynamics and a more balanced market
environment. Within a relatively constrained growth environment, the
Company is selectively focusing on premiumization through higher-realization
SKUs, aimed at improving value mix and driving better margin outcomes.

Your Company is strategically expanding its presence in lighting adjacencies
through a focused foray into electrical accessories and small appliances,
aimed at strengthening its overall portfolio. During the year, insulation tape
emerged as a notable success, reinforcing the Company's ability to scale in
adjacent categories. Building on this momentum, the Company also introduced
electrical wires and MCBs, further augmenting its lighting portfolio and
creating a broader, integrated offering for consumers.

Your Company continued to strengthen its distribution network through the
addition of new distributors, while also expanding its presence across alternate
channels including modern trade e-commerce and quick commerce, thereby
enhancing overall reach and reinforcing its multi-channel growth strategy for
deeper market penetration.

The Company continued to scale its presence in the institutional and
professional lighting segment, pursuing project and tender-based opportunities
in sectors including infrastructure, hospitality, education and government.

Revenue from the Lighting & Electrical Products segment for Financial Year
2025-26 stood at ' 340.9 Crore. The business operated at break-even EBITDA
levels during the year, reflecting ongoing investments in growth initiatives and
portfolio strengthening while maintaining operational discipline.

PROSPECTS

Your Company enters Financial Year 2026-27 from a position of meaningful
operational and strategic strength across all three business segments.

In batteries, the commissioning of the alkaline manufacturing plant at
Jammu is a transformational development that resets the competitive and
cost dynamics of Eveready's alkaline business. The Company benefits from
import substitution economics, greater supply chain reliability and improved
margins over time, all of which support a more aggressive growth posture in
the alkaline category. The alkaline battery segment in India has been growing
as consumers upgrade from carbon zinc to premium chemistries, presenting
a sustained multi-year growth vector. The Eveready Ultima Pro and Ultima
ranges remain the Company's primary growth engines within this segment,
supported by consistent brand investment and Eveready's unmatched retail
footprint. The commissioning of the Jammu Plant — India's only alkaline
battery manufacturing facility — marks a proud step towards self-reliance,
as the Company aims to reduces its dependence on imports.

A sustained focus on new product development (NPD) continues to strengthen
the Company's brand proposition and enhance its relevance across key
categories. The Company has established itself as a leader in the mosquito
swatter segment, with a strong and growing market presence. In addition,
the Company has selectively forayed into the accessories segment through
small-scale introductions of products such as power banks and chargers,
thereby broadening its portfolio and strengthening its presence in adjacent
growth areas.

Within the flashlight category, Eveready is charting a renewed growth
trajectory through a clear pivot towards rechargeable solutions, aligned
with evolving consumer preferences for convenience, reliability and longer
product life cycles. A sustained emphasis on functional innovation has enabled
the introduction of differentiated offerings across price points, which are
increasingly gaining traction and strengthening the Company's position in the
segment. Premiumization remains a cornerstone of the Company's long-term
brand strategy. Eveready has been deliberate in extending its presence into
the higher value segments of the flashlight category with flagship offerings
like the Commander range leading the charge.

The full operationalisation of BIS Quality Control norms is expected to
fundamentally improve the competitive landscape for organised players.
The Company will continue to invest in its rechargeable product range
and consumer communication to build deeper category leadership in this
evolving market.

In the lighting and electrical products segment, the Company's growth
strategy is anchored in strengthening portfolio completeness, with a deeper
presence across luminaires and value-added electrical accessories to address
a wider spectrum of consumer needs. Within this framework, emergency
LED lighting continues to be an area of focused product development and
innovation, aligned to evolving usage requirements. The deepening of its Tier-2
and Tier-3 market penetration through distribution expansion, and the scaling
of its institutional business, which offers higher order sizes, remain key pillars
of the Company's overall growth strategy.

Across all three segments, the Company's investments in Sales Force
Automation (SFA) and Distribution Management System (DMS) technologies
are delivering measurable improvements in sales productivity, route efficiency
and real-time market visibility capabilities that will continue to sharpen
competitive execution as the business scales.

FINANCE

Your Company maintained strong financial control through prudent working
capital management and operational efficiencies. The overall net debt of the
Company closed at '178 Crores, post Jammu facility funding and a repayment
of '100 Crore during the year. All financial commitments for debt servicing
and repayment were met promptly during the year.

SUBSIDIARIES, ASSOCIATES & CONSOLIDATED FINANCIAL
STATEMENTS

Your Company's subsidiary at Hong Kong, Everspark Hong Kong Private
Limited registered a turnover of ' 2.30 Crore during the current year (' 0.59
Crore during FY 2024-25) and a net profit of ' 0.29 Crore, during the year
under review.

Another subsidiary, Greendale India Limited did not register any turnover
during the current year (Nil during FY 2024-25). It did not register any profit
during the year under review.

A Statement in Form AOC -1 containing the salient features of the Companies
Subsidiaries/Associates has been attached to the Financial Statements in a
separate section and forms part of this Report in terms of the first proviso
to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts)
Rules, 2014. The separate audited accounts of the said Companies are
available on the website of the Company. The Annual Report includes the
audited Consolidated Financial Statements, prepared in compliance with the
Companies Act, 2013 ('the Act') and the applicable Accounting Standards, of
the subsidiaries. The Consolidated Financial Statements shall be laid before
the ensuing 91^st Annual General Meeting of the Company along with the
Standalone Financial Statements of the Company.

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

The information on Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo, as stipulated under Section 134(3) of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014, forms a part of
this Report as Annexure 1.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy formulated by your Company is available on the website of the
Company at https://cdn.eveready.in/uat/documents/Corporate _ Social _
Responsibility _ Policy.pdf. The Annual Report on CSR Activities containing
a brief outline of the CSR Policy, the composition of the CSR Committee
and requisite particulars, inclusive of the initiatives taken, as well as the
expenditure on CSR activities, forms a part of this Report as Annexure 2.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 134(5) of the Act, the Board, to the
best of its knowledge and belief, confirms that:

1. the applicable accounting standards have been followed in preparation
of annual accounts for Financial Year ended 31^st March 2026 and proper
explanations have been furnished relating to material departures;

2. accounting policies have been selected and applied consistently and
prudent judgments and estimates have been made so as to give a true
and fair view of state of affairs of the Company at end of financial year
and of profit and loss of the Company for year under review;

3. proper and sufficient care has been taken for maintenance of adequate
accounting records in accordance with provisions of the Act for
safeguarding assets of the Company and for preventing and detecting
fraud and other irregularities;

4. the annual accounts for Financial Year ended 31^st March 2026 have been
prepared on a going concern basis;

5. internal financial controls are in place and that such financial controls
are adequate and operating effectively;

6. adequate systems to ensure compliance with the provisions of all
applicable laws are in place and adequate and are operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Sourav Bhagat [DIN: 090400237] and
Mr. Sunil Sikka [DIN: 090400237] were re-appointed as Independent
Directors of the Company for a second term of 3 consecutive years effective
28^th January 2026 and 21^st April 2026, respectively, by the shareholders of
the Company on 12^th January 2026 through Postal Ballot. Mr. Aditya Chand
Burman [DIN: 00042277] was appointed as Non-Executive Non-Independent
Director of the Company effective 5^th November 2025, by the shareholders of
the Company on 12^th January 2026 through Postal Ballot. Mr. Suvamoy Saha
[DIN: 00112375] completed his tenure as Managing Director of the Company
effective close of business hours on 30^th September 2025.

Mr. Anirban Banerjee was appointed as Chief Executive Officer (CEO) of the
Company effective 10^th May 2025.

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

Necessary declarations from Mr. Sourav Bhagat and Mr. Sunil Sikka stating
that they individually meet with the criteria of independence, as prescribed
have been received. In the opinion of the Board, each of Mr. Sourav Bhagat
and Mr. Sunil Sikka has the requisite integrity, expertise and experience and
are eligible for their re-appointment(s). All the Independent Directors have
enrolled themselves on the Independent Directors Databank and have either
passed/exempted from the proficiency test/will undergo the online proficiency
self-assessment test within the specified timeline.

Mr. Utsav Parekh (DIN: 00027642) and Mr. Girish Mehta (DIN: 00048002)
will retire by rotation at the forthcoming Annual General Meeting and are
eligible, for their individual re-appointments. The necessary resolutions for
re-appointment forms part of the Notice convening the 91^st AGM scheduled
to be held on 11^th August 2026.

The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under
Section 149 of the Act as well as Regulation 16 and 25 of SEBI Listing
Regulations. The Independent Directors have also submitted a declaration
confirming that they have registered their names in the databank of Independent
Directors as being maintained by the Indian Institute of Corporate Affairs
(IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and are in compliance with the requirement of online
proficiency self-assessment test under the said Rules.

On a Reference Application made by the Central Government to the Company
Law Board (CLB) under Section 408 of the Companies Act, 1956, the CLB,
by an order dated 20^th December, 2004 directed the Central Government
to appoint three Directors on the Company's Board for three years. As the

CLB's order suffers from various legal infirmities, the Company, based on legal
advice, has challenged this order of the CLB before the Hon'ble High Court at
Calcutta, which has, by an interim order, stayed the operation of the CLB's
order. The stay is continuing.

REMUNERATION POLICY

The Remuneration Policy is available on the website of the Company at
https://cdn.eveready.in/uat/documents/Remuneration _ Policy.pdf. This
policy for selection and appointment of Directors, Senior Management and
their remuneration, includes the criteria for determining qualifications, positive
attributes, independence of a Director and other matters as required.

BOARD EVALUATION

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

The Board expressed satisfaction on the overall performance of the Directors,
functioning of the Board and its Committees.

MEETINGS OF BOARD AND COMMITTEES

The details regarding the Meetings of the Board and its Committees are given
in the Corporate Governance Report which forms a part of this Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted five statutory Committees, namely the
Audit Committee, Nomination and Remuneration Committee, Stakeholders'
Relationship Committee, Corporate Social Responsibility Committee and Risk
Management Committee, for the purpose of addressing specific functions
requiring detailed oversight and for ensuring a structured and effective
discharge of the Board's responsibilities. In addition, we have also constituted
sub-committees with defined mandates to address specific responsibilities.

The details with respect to the compositions, powers, roles and terms of
reference etc. of relevant statutory Committees of the Board of Directors
are given in the Corporate Governance Report which forms a part of this
Annual Report. All recommendations made by the Audit Committee during
the year were duly accepted by the Board and there were no instances of any
disagreement between the Committee and Board.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Act and pursuant
to shareholders approval at the 89^th Annual General Meeting held on 3^rd
August 2024, M/s Singhi & Co., Chartered Accountants, (Firm Registration
No. 302049E) had been re-appointed as Statutory Auditors of the Company
to hold office from the conclusion of the 89^th Annual General Meeting till the
conclusion of the 94^th Annual General Meeting of the Company. The Auditors
have confirmed that they comply with all the requirements and criteria and are
not disqualified to continue to act as Auditors of the Company.

There are no Audit Qualifications/Reservations/Adverse Remarks in the
Statutory Auditors Report. However, the Auditors have drawn attention of the

Members on the penalty imposed by Competition Commission of India (CCI) as
Emphasis of Matter in their report, the matter of which is covered elsewhere
in the Report and also in the Notes on Accounts. The Auditors have not come
across any instance of material fraud by the Company or in the Company by
its officers or employees during the year.

The Auditors have also confirmed that they have subjected themselves to the
peer review process of Institute of Chartered Accountants of India (ICAI) and
hold a valid certificate issued by the Peer Review Board of the ICAI.

COST AUDITORS

Pursuant to Section 148 of the Act read with applicable rules, your Directors,
have appointed M/s. Mani & Co., Cost Accountants, (Registration No. 00004),
(being eligible for the appointment), to audit the cost accounts of the Company
for the financial year ending 31^st March 2027. The remuneration of Cost
Auditors has been approved by the Board of Directors on the recommendation
of Audit Committee. The remuneration payable to the Cost Auditors for the
said year is being placed for ratification by the Members at the forthcoming
Annual General Meeting. The Company maintains necessary cost records as
specified under Section 148 of the Act in respect of the specified products.

The Cost Audit Report for the financial year 2024-25, issued by M/s Mani &
Co., Cost Accountants, in respect of the various products prescribed under
Cost Audit Rules was filed with the Ministry of Corporate Affairs. There were
no observations (including any qualification, reservation, adverse remark, or
disclaimer) of the Cost Auditors in the Report issued by them for the financial
year 2024-25 which call for any explanation/comment from the Board
of Directors.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit
of the Company for the financial year 2025-26 was conducted by M/s MKB
& Associates, a firm of Company Secretaries in Practice (Firm Reg No:
P2010WB042700). There are no Audit Qualifications/Reservations/ Adverse
Remarks in the Secretarial Audit Report as annexed elsewhere in this Annual
Report. The Secretarial Audit Report forms a part of this Report as Annexure 4.

Pursuant to Regulation 24A of the Listing Regulations, M/s MKB & Associates
was appointed as the Secretarial Auditor of the Company for a period of 5
(five) consecutive years from FY 2025-26 to FY 2029-30 and approved by
the shareholders at the 90^th Annual General Meeting of the Company held on
5^th August 2025. The Auditors have confirmed that they are peer reviewed
company secretaries and hold a valid certificate of peer review issued by the
Institute of Company Secretaries of India. They have also confirmed that they
are not disqualified and are eligible for the said appointment.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established a robust and comprehensive internal financial
control ("IFC") framework, designed to ensure the safeguarding of assets,
prevention and detection of frauds and errors, accuracy and completeness of
accounting records and timely preparation of reliable financial information. The
framework ensures that all transactions are duly authorised, properly recorded
and reported in accordance with applicable standards.

The IFC framework is aligned with the Company's policies and Standard
Operating Procedures (SOPs) and is supported by a strong audit and
compliance mechanism. To further enhance legal and regulatory compliance,
the Company has implemented an automated compliance management
system that provides system-driven alerts, facilitating timely and effective
adherence to applicable laws and regulations.

Based on the established IFC framework and compliance systems (subject
to inherent limitations) along with the audit processes carried out by the
internal, statutory, cost and secretarial auditors and independent external
consultants where applicable, including the audit of internal financial controls
over financial reporting by the statutory auditors and the periodic reviews
by the management and the Board committees, particularly the Audit
Committee, the Board is of the opinion that the Company's internal financial
controls were adequate and operating effectively during the financial year
ended 31^st March, 2026.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS/ARRANGEMENTS/
TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered into, during the year under review were
on arm's length basis, in the ordinary course of business, for the operational
and administrative benefits of the Company. There were no contracts/
arrangements/transactions with related parties which could be considered
as material and which may have a potential conflict with the interest of the
Company at large. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to
the Company for FY 2025-26 and hence does not form part of this Report. The
Related Party Transaction Policy of the Company is hosted on the Company's
website at https://cdn.eveready.in/uat/documents/Related_Party_
Transaction _ Policy.pdf

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors of the Company is
entrusted with assisting the Board in discharging its responsibilities towards
management of material business risk (material business risks include but
is not limited to operational, financial, sustainability, compliance, strategic,
ethical, reputational, product quality, human resource, industry, legislative
or regulatory and market related risks) including monitoring and reviewing of
the risk management plan / policies in accordance with the provisions of SEBI
Listing Regulations. All material risks faced by the Company are identified and
assessed by the Risk Management Steering Committee and overseen by the
Risk Management Committee. For each of the risks identified, corresponding
controls are assessed and policies and procedures are put in place for
monitoring, mitigating and reporting the risks on a periodic basis. As on 31^st
March 2026, the Risk Management Committee comprised of Mr. Ashok Kumar
Barat as Chairman, Mr. Girish Mehta, Mr. Bibek Agarwala and Mr. Roshan L
Joseph as Members of the Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Directors have adopted a Vigil Mechanism/Whistle Blower Policy. Through
this Policy, the Company seeks to provide a mechanism to the whistleblower to
disclose any misconduct, malpractice, unethical and improper practice taking
place in the Company for appropriate action and reporting. The Policy is hosted

on the website of the Company at https://cdn.eveready.in/uat/documents/
Whistle _ Blower _ Policy.pdf. None of the Company's personnel have been
denied access to the Audit Committee.

ANNUAL RETURN

In accordance with Sections 92(3), 134(3)(a) of Act read with Rule 12 of
the Companies (Management and Administration) Rules 2014 (as amended)
a copy of the Annual Return of the Company is hosted on its website
and can be accessed at https://www.eveready.in/investors/investor-
information/#annual-returns.

CEO AND CFO CERTIFICATION

In accordance with the provisions of the SEBI Listing Regulations, the Executive
Director & Chief Financial Officer and Chief Executive Officer of the Company
have submitted the relevant certificate for the year ended 31^st March, 2026
to the Board of Directors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS & COMPANY'S OPERATIONS IN
FUTURE

The Competition Commission of India ("CCI") issued an Order dated 19^th April,
2018, imposing penalty on certain carbon zinc dry cell battery manufacturers,
concerning contravention of the Competition Act, 2002. The penalty imposed
on the Company was '171.55 Crore. The Company filed an appeal and stay
application before the National Company Law Appellate Tribunal, New
Delhi, (NCLAT) against the CCI's said Order. The NCLAT vide its order dated
9^th May, 2018, stayed the penalty with the direction of depositing 10% of the
penalty amount within 15 days with the Registrar of the NCLAT which has
been duly deposited by your Company. Based on legal advice received by
your Company, it is believed that given the factual background and the judicial
precedents there are reasonable grounds on the basis of which the NCLAT
will allow the appeal and accordingly, the Company is hopeful for a reduction
of the quantum of penalty imposed. However, at this stage it is not possible
for your Company to quantify or make a reliable estimate of the quantum of
penalty that may be finally imposed on your Company. It may be noted that a
certain amount of penalty will be levied on the Company as it had (along with
other carbon zinc dry cell battery manufacturers) filed an application under
the Lesser Penalty Regulations under the Act. In terms of the aforesaid legal
advice, the Company has been advised that the matter should be recognized
as a contingent liability as defined under Ind-AS 37 and there should be no
adjustment required in the financial statements of the Company in accordance
with Ind-AS 10. Accordingly, pending the final disposal of the appeal, the
amount has been disclosed as contingent liability in the accounts for the year
under review.

EMPLOYEE RELATIONS

The Company considers its workforce to be one of its key strengths. During
the year under review, employee relations across all levels remained cordial,
constructive, and harmonious. The Board places on record its sincere
appreciation for the dedication, commitment and valuable contributions of
all employees towards the Company's sustained performance and continued
leadership in the industry. The Company continues to follow a Human Resource
Management philosophy that emphasizes merit-based recognition and the
continuous development of employee competencies. Various initiatives
undertaken during the year were aligned with this philosophy, focusing
on enhancing productivity and fostering a culture of excellence across
the organization.

The details of the ratio of the remuneration of each director to the median
employee's remuneration and other particulars and details of employees
in terms of Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 thereof
forms a part of this Report as Annexure 3. The details of the employee's
remuneration as required under the said section and Rule 5(2) & 5(3) of the
said Rules forms a part of this Report and are available at the Registered Office
of the Company during working hours before the Annual General Meeting and
shall be made available to any Member on request. None of the employees
listed in the said Annexure is related to any Director of the Company, in terms
of the definition of Relatives as provided in the Act.

MATERIAL CHANGES AND COMMITMENTS

There has been no material change and commitment, affecting the financial
performance of the Company which occurred between the end of the Financial
Year of the Company to which the financial statements relate and the date
of this Report.

The Board of Directors at its meeting held on 5^th February 2026 and the
shareholders vide Postal Ballot dated 18^th March 2026 have approved the
introduction of the Employee Stock Option Plan 2026 (ESOP 2026), marking
the first-time implementation of ESOP 2026 in the Company, in accordance
with applicable laws and regulations. As at 31^st March 2026, the Company has
submitted applications to three stock exchanges where the equity shares of
the Company are listed, seeking in-principle approval for the implementation
of the said ESOP 2026. Upon receipt of the requisite approvals, stock options
shall be granted to eligible employees in accordance with the terms of the
scheme. The Company shall make necessary disclosures in this regard to the
stock exchanges and other regulatory authorities, as may be required under
applicable laws.

OTHER DISCLOSURES

During the year under review:

a) There were nil cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Internal Complaints Committee constituted in terms of the said Act,
continues to be in place.

b) Your Company has not accepted any deposit from the public falling within
the ambit of Section 73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014.

c) There was no change in the share capital or the nature of business of the
Company. During the year under review, the Company has not issued any
shares with or without differential voting rights, granted stock options
or issued sweat equity shares.

d) An application under Section 9 of the Insolvency & Bankruptcy Code,
2016 had, in an earlier year, been filed before the Hon'ble National
Company Law Tribunal (NCLT) at Kolkata, for a claim of an alleged
operational debt of '9.88 Crore, against the Company which has, during
the year under review, been dismissed by NCLT. In accordance with Rule
8(5) (xi) of Companies (Accounts) Rules, 2014, this is to confirm that as
on 31^st March 2026, no application or any proceeding is pending under
the Insolvency and Bankruptcy Code, 2016 against the Company.

e) During the year under review there was no instance of one-time
settlement with banks or financial institutions and hence the differences
in valuation as enumerated under Rule 8 (5) (xii) of Companies (Accounts)

Rules, 2014 do not arise. Further, this is to confirm that during the year
under review there were no changes in the nature of business carried
on by the Company or by any of its subsidiaries.

f) The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India during the
financial year ended 31^st March 2026.

g) The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ANDREPORT ON CORPORATE GOVERNANCE

A Management Discussion and Analysis Report and a Report on Corporate

Governance are presented in separate sections, forming part of this

Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In terms of the Listing Regulations as amended, the Business Responsibility
& Sustainability Report is presented in a separate section, forming a part of
the Annual Report.

APPRECIATION

Your directors place on record their appreciation for the valuable co-operation
and support of its employees, customers, suppliers, value chain partners,
shareholders, investors, government authorities, financial institutions, banks
and other stakeholders.

For and on behalf of the Board of Directors

Bibek Agarwala Mohit Burman

Executive Director & CFO Director

(DIN: 07267564) (DIN: 00021963)

30^th April 2026 Place: Kolkata Place: New Delhi