The Board of Directors are pleased to present the Integrated Annual Report on the business and operations of your Company (“the Company” or “Crompton”), along with the audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31, 2025.

1.    State of the affairs of the Company

The performance of the businesses is detailed out in the Management Discussion and Analysis Report (“MDA”) which forms part of this Integrated Annual Report.

2.    Financial Performance

The highlights of the Financial Results (Standalone & Consolidated) are as under:

3.    Overview/ operations of group’s financial performance

>    Consolidated income, comprising Revenue from Operations and Other Income, for the year was I 7,932.38 Crore, 7.48% higher compared to I 7,380.20 Crore, in Financial Year 2023-24.

>    Total Consolidated Revenue from Operations for the year increased to I 7,863.55 Crore vis-a-vis I 7,312.81 Crore in Financial Year 2023-24.

>    Consolidated Profit before Tax for the year was I 756.21 Crore vis-a-vis I 573.07 Crore in Financial Year 2023-24.

>    Consolidated Profit after Tax for the year was I 564.08 Crore compared to I 441.78 Crore in Financial Year 2023-24.

>    During the year under review, your Company’s export business experienced growth. This growth underscores the Company’s commitment to reach new Consumers and deliver high-quality products to the global mark.

>    No material changes or commitments have occurred between the end of the Financial Year and the date of this Report, which affect the Financial Statements.

4.    Dividend

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the SEBI Listing Regulations”), the Company has formulated a Dividend Distribution Policy (“the dividend policy”). The said policy is enclosed as Annexure 1 to this Report. It is also available on the Company’s website and can

be accessed at https://reports. crompton.co.in/shopify/public/ files/aaeGlqQcuR Dividend-Distribution-Policy-1.pdf

The Board remains committed to provide sustainable dividend payouts through established dividend policy with the objective of rewarding Members, retaining capital for growth and ensuring fairness and consistency in distributing profits to Members.

Over the years, the Company has delivered a consistent value to its Members and has successfully maintained a track record of steady dividend payments, reflecting its strong financial performance and commitment to enhance Member returns.

Your Directors are pleased to recommend a dividend of I 3 (Rupees Three Only) (150%) per equity share of face value of I 2 (Rupees Two Only) each on the share capital amounting to I 193.14 Crore, working out to be payout ratio of 41.41%, for the Financial Year ended March 31, 2025.

The said Dividend has been recommended in line with the dividend policy and will be paid out of the Profits for the year.

The dividend, subject to the approval of the Members of the Company at the Annual General Meeting (“AGM”) to be held on Friday, August 08, 2025, will be paid within a period of 30 (Thirty) days from the date of AGM to the Members whose names appear in the Register of Members, as on the Record Date, i.e. Thursday, July 24, 2025.

In view of the changes made under the Income-Tax Act, 1961, by the

Accordingly, the total paid-up share capital of the Company as on March 31, 2025, stood at I 128.76 Crore divided into 64,38,09,163 Equity Shares of I 2.00 (Rupees Two Only) each.

Further, during the year under review, your Company has granted 9,50,000 Equity Shares under ESOP 2019 scheme on October 3, 2024.

8.2 Authorised Capital

During the year under review, the authorised share capital of the Company increased from I

1.31.00. 00.000 (Rupees One Hundred Thirty-One Crore Only) divided into

65.50.00. 000 (Sixty-Five Crore Fifty Lakhs) Equity Shares of I 2 (Rupees

Two Only) each to I 1,34,00,00,000 (Rupees One Hundred and Thirty-Four Crore Only) divided into

67.00. 00.000 (Sixty-Seven Crore) Equity Shares of I 2 (Rupees Two Only) each by creation of additional

1.50.00. 000 (One Crore Fifty Lakh) Equity Shares in order to facilitate further issuance of capital to commensurate with the size and future operations of the Company.

9. Financial Liquidity

Consolidated cash and cash equivalent as on March 31, 2025, stood at I 203.68 Crore (Rupees Two Hundred Three Crore and Sixty-Eight Lakhs Only) vis-a-vis I 172.06 Crore (Rupees One

Hundred Seventy-Two Crore and Six Lakhs Only) in the previous year. The Company’s working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

10. Credit Rating

The Company has received credit ratings from CRISIL Ratings Limited, and India Ratings and Research Private Limited (collectively referred to as “Agencies”). There has been no revision in credit ratings during the year. The ratings given by these agencies as on date of the report are as follows:

11.    Public Deposits

During the year under review, the Company has neither accepted nor renewed deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 (the “Act”), read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

The requisite return for the Financial Year 2023-24 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as on the date of this report.

12.    Particulars of loans, guarantees or investments

The details of investments made, and guarantee provided by the Company under Section 186 of the Act, Regulation 34(3) and Schedule V of the SEBI Listing Regulations forms part of this Integrated Annual Report in the notes to the standalone financial statements for the Financial Year ended March 31, 2025.

Further, the Company has not given any loan or provided any security which are covered under the provisions of Section 186 of the Act during the year under review.

13. Internal Control Systems

13.1 Internal Controls and its adequacy

Your Company prioritises reinforcing financial and operational controls to enhance transparency, accountability and efficiency in its processes. Your Company adheres to an internal control framework that includes key process coverage that impacts the reliability of financial reporting such as periodic control testing to assure design and operational effectiveness, and implementation of remedial measures and regular monitoring by Senior Management and the Audit Committee of the Board. Internal audits are conducted periodically, and any design deficiencies or operational inefficiencies are reported, and improvement measures are recommended. The adequacy of controls is reviewed by the Audit Committee of the Board and specific processes are assessed for improvement in systems and outcomes periodically. The adequacy of the internal control systems and procedures forms part of MD & CEO Certificate in the certification section of this Integrated Annual Report.

Your Company has initiated awareness sessions on the Company’s Code of Conduct, Prevention of Sexual Harassment (“POSH”) and whistleblowing rights by conducting Companywide trainings for all its employees. Additionally, e-learning modules have also been developed to keep employees informed of these policies. This module is included in the Crompton Induction Program for all its new employees for making them aware of the various codes and regulations applicable to them including the Whistle Blower Policy (“WB Policy”). This not only ensures compliance and a well-regulated environment but also helps achieve the organizational objectives.

Process controls with evolving SAP solutions

Your Company is actively enhancing IT in key processes, embedding major controls in SAP for accuracy. Third-party validation is initiated to ensure system configuration effectiveness, while periodic reviews are conducted to control authorisation to SAP through function-based user access supported by the Governance Risk and Controls module. Evolving SAP solutions are utilised for process controls, with continued monitoring facilitated by automations and exception management.

13.2 Internal Controls over Financial Reporting

The Company’s internal financial controls commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. The Company has put in place robust policies and procedures, which inter alia, ensures integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds & errors.

14. Vigil mechanism/ WB Policy

Over the years, your Company has built a reputation for conducting business with integrity, maintaining a zero-tolerance policy towards unethical behavior, thereby fostering a positive work environment and enhancing credibility among stakeholders.

Your Company has formulated a WB Policy which provides adequate safeguards against victimization of Director(s)/ employee(s) and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It also assures them of the process that will be observed to address the reported violation. The Policy also lays down the procedures to be followed for tracking complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants. The Audit Committee oversees the functioning of this policy, and no personnel have been denied access to the Audit Committee.

Protected disclosures can be made by a whistle-blower through several channels to report actual or suspected frauds and violation of the Company’s Code of Conduct. The Policy also provides a mechanism to encourage and protect genuine whistleblowing amongst the Vendors.

Any incident that is reported is investigated and suitable action is taken in line with the WB Policy. The WB Policy is available on the website of the Company and can be accessed at https:// reports.crompton.co.in/shopify/ public/files/hxamy77St7 Vigil-Mechanism-and-WB-Policy 19-May updated.pdf The WB policy of the Company was last amended on May 15, 2025.

The Company’s WB Policy supports employees who report violations, ensuring a confidential and fair reporting process. To promote awareness of the WB Policy, your Company has initiated Company-wide training sessions for all its employee(s) along with effective e-training modules for new hires during their induction. Additionally, your Company has set up an e-mail ID and a toll-free number for employee(s) to register WB complaints.

As a good corporate governance practice, the Company investigates all anonymous complaints submitted even without evidence.

Any reporting is duly investigated in a fair manner and shared with the Board of Directors on a quarterly basis and actioned in line with the WB Policy, as applicable.

19 (Nineteen) whistle-blower complaints were received during the Financial Year 2024-25 and suitable action has been taken in accordance with the WB policy.

15. Subsidiary Companies, Associates & Joint Venture Companies

15.1 Subsidiaries

Your Company has 4 (Four) Subsidiaries including 1 (One) as material subsidiary, the details of which are as follows:

1.    Pinnacles Lighting Project Private Limited

(CIN: U74999MH2018PTC318891)

A wholly owned subsidiary incorporated on December 31, 2018, to execute, design, manufacture, test, supply, O&M of LED Street Lights & Poles and other related works for the implementation of Greenfield Street Lighting Project for 19 (Nineteen) Urban Local Bodies (“ULBs”) in Odisha. This contract received from Government of Odisha, Housing & Urban Development Department is on Public-Private Partnership

(“PPP”) basis.

Total Revenue booked for the Financial Year ended March 31, 2025, was I 2.12 Crore (including I 1.11 Crore as Other Income). Profit after Tax was I 0.77 Crore as compared to a profit of I 0.65 Crore in the previous year.

2.    Nexustar Lighting Project Private Limited

(CIN: U74999MH2019PTC318955)

A wholly owned subsidiary incorporated on January 02, 2019, to execute, design, manufacture, test, supply,

O&M of LED Street Lights & Poles and other related works for the implementation of Greenfield Street Lighting Project for 36 (Thirty-Six) (“ULBs”) in Odisha. This contract received from the Government of Odisha, Housing & Urban Development Department is on PPP basis.

Total Revenue for the Financial Year ended March 31, 2025, was I 2.23 Crore (including I 1.27 Crore as Other income) and Profit after Tax was I 1.05 Crore as compared to I 1.00 Crore in the previous year.

3.    Crompton CSR Foundation (CIN: U85300MH2019NPL324784) (CSR Unique Identification No: CSR00001086)

A wholly owned subsidiary incorporated under Section 8 of the Act (being a Company limited by guarantee not having share capital) on May 01, 2019, primarily with an objective of undertaking/ channelising the CSR activities of the Company. Crompton CSR Foundation is registered under Section 80G and Section 12A of the Income Tax Act, 1961. Based on the control assessment carried out by the Company, the same is not consolidated as per Indian Accounting Standards (the “Ind AS”) 110.

4.    Butterfly Gandhimathi Appliances Limited

(CIN: L28931TN1986PLC012728)

As on March 31, 2025, Butterfly Gandhimati Appliances Limited (“Butterfly”) is considered as material listed Indian subsidiary of the Company under Regulation 24 of the SEBI Listing

Regulations. It was incorporated on February 24, 1986, to carry on the business as Importers, Exporters, Manufacturers and Dealers of household and industrial vessels and utensils from all type of metals, plastics, ebonite, in particular all household appliances, lighting products and all types of consumer electrical goods.

Total Revenue for the Financial Year ended March 31, 2025, was I 871.47 Crore (including I 6.98 Crore as Other Income) and Profit after Tax was I 32.53 Crore as compared to a profit of I 7.39 Crore in the previous year.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of loans/ advances made to, and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

15.2 Joint Ventures (“JVs”)/ Associate Companies

The Company does not have any JVs or Associate Companies during the year or at any time after the closure of the year and till the date of this Integrated Annual Report.

16. Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in compliance with the Ind AS notified under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act. The said Consolidated Financial Statements

forms part of this Integrated Annual Report.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached herewith as Annexure 2. The separate audited financial statements in respect of each of the subsidiary companies are available on the website of Company and can be accessed at https://www. crompton.co.in/pages/financial-reports#SubsidiariesFinancials and are open for inspection by the Members.

Any Member desirous of inspecting the said financial statements or obtaining copies of the same may write to the Company Secretary & Compliance Officer at crompton. investorrelations@crompton.co.in. The Company shall provide free of cost a copy of the Financial Statements of its Subsidiary Companies to the Members upon their request.

In line with the requirements of the Act and the SEBI Listing Regulations, your Company has approved a policy for determining material subsidiaries which was last amended on May 15, 2025, and the same is available on the Company’s website at    https://reports.

crompton.co.in/shopify/public/ files/3K6rUAYCUW Policy%20 on%20Material%20Subsidiary.pdf

17. Board of Directors & Key Managerial Personnel

Your Company actively strives to adopt global best practices to ensure the effective functioning

of the Board. It emphasises the importance of having a truly diverse Board whose collective wisdom and strength can be leveraged to create greater stakeholder value, protect their interests, and uphold better corporate governance standards. Your Company’s Board comprises of eminent professionals with proven competence and integrity. They bring in vast experience and expertise, strategic guidance and strong leadership qualities.

As on March 31, 2025, the Board comprised of 1 (One) Executive Director, 7 (Seven) Non-Executive Independent Directors (including 2 (Two) Women Independent Directors) and 1 (One) Non-Executive Non-Independent Director, details thereof have been provided in the Report on Corporate Governance which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company’s businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report which forms a part of this Integrated Annual Report.

17.1 Directorate a. Appointments/ Re-appointments and Director and Retirement by rotation

The appointment and remuneration of Director(s) are governed by the Policy devised by the Nomination & Remuneration Committee (“N&RC”) of your Company.

The details of Nomination & Remuneration Policy is mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report. The Nomination & Remuneration policy is also available on the website of the Company and can be accessed at https://reports, crompton.co.in/shopify/ public/files/3hxE5pdSl0 Nomination%20and%20 Remuneration%20Policy.pdf

Further, there were following changes in the directorate during the year under review:

• Retirement by rotation and subsequent reappointment

In terms of Section 152 of the Act, Mr. Shantanu Khosla being liable to retire by rotation, was re-appointed by the Members at the AGM held on July 26, 2024.

In accordance with the provisions of Section 152 of the Act and the Company’s Articles of Association, Mr. Promeet Ghosh (DIN: 05307658) is liable to retire by rotation at the forthcoming AGM and being eligible offers himself for re-appointment. The Board    recommends

re-appointment    of

Mr. Promeet Ghosh who retires by rotation for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including profile

of Mr. Promeet Ghosh is included separately in the Notice of AGM and Report on Corporate Governance, which forms part of this Integrated Annual Report.

• Change in designation of Mr. Shantanu Khosla (DIN:00059877)

Mr. Shantanu Khosla was elevated as the Executive Vice Chairman of the Board for 1 (One) year w.e.f. May 01, 2023, till April 30, 2024. He then assumed the position Non-Executive    Vice

Chairman, w.e.f. May 01, 2024, up till December 31, 2025.

17.2 Key Managerial Personnel (“KMPs”)

During the year under review, there were no changes in the KMPs of the Company.

In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, as on March 31, 2025, the following are the KMPs of the Company:

1.    Mr. Promeet Ghosh, Managing Director & Chief Executive Director (“MD&CEO”);

2.    Mr. Kaleeswaran Arunachalam, Chief Financial Officer (“CFO”); and

3.    Ms. Rashmi Khandelwal, Company Secretary & Compliance Officer

17.3 Independent Director(s)

All the Independent Director(s) of the Company have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. The Board is of the opinion that the Independent Director(s) of the Company possess requisite qualifications, expertise and experience in the varied fields and holds highest standards of integrity. The Independent Director(s) have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct. The terms and conditions of appointment of the Independent Director(s) are placed on the website of the Company and can be accessed at https://reports.crompton.co.in/ shopify/public/files/yFnc3ag3DW Letter-of-Appointment-of-Independent-Director-1.pdf

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Director(s) have confirmed that they are not aware of any circumstance or situation that 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. The Director(s) have further confirmed that they are not debarred from holding the office of the Director under any SEBI order or any other such authority.

In compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Director(s)

of the Company have registered themselves with Indian Institute of Corporate Affairs, Manesar (“IICA”)

In terms of Section 150 of the Act read with Rule (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, since all the Independent Director(s) have served on the Board of listed companies for a period of not less than 3 (Three) years at the time of inclusion of their names in the database, they are exempted from undertaking the online proficiency self-assessment test conducted by the Institute.

Mr. D Sundaram, Mr. P M Murty, Mr. P R Ramesh, Mr. Anil Chaudhry, Mr. Sanjiv Kakkar, Ms. Smita Anand and Ms. Hiroo Mirchandani serve as the Independent Directors on the Board of the Company. Further, the details of the membership of Committee(s) and the qualifications and expertise of all the Director(s) are covered in the Report on Corporate Governance which forms part of this Integrated Annual Report.

17.4    Non-Independent Director(s)

As on March 31, 2025, Mr. Shantanu Khosla was elevated as the Executive Vice-Chairman of the Board for 1 (One) year w.e.f. May 01, 2023, till April 30, 2024. He then assumed the position of Non-Executive Vice Chairman, w.e.f. May 01, 2024, up till December 31, 2025.

17.5    Board Effectiveness

(a) Familiarisation Programme for Independent Director(s)

37    315

programmes    hours

Over the years, the Company has developed a robust familiarisation process for Independent Director(s) which includes sessions on various business and functional matters and strategy sessions to enable them to understand their roles and responsibilities. The process has been aligned with the requirements under the Act and other related regulations.

The Company has in place a structured familiarisation programme which is imparted at the time of appointment of Independent Director(s) on the Board as well as during the year. The Programme aims to provide insights into the Company to enable them to understand its business in depth, to acclimatise them with the processes, business and functionaries of the Company and to assist them in performing their roles & responsibilities as Independent Director(s) of the Company.

Upon appointment, the Independent Director(s) receives a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, code of conduct to regulate, monitor and report trading by designated persons for Prevention of Insider Trading and code of conduct applicable to all Director(s) and Senior Management Personnel(s) (“SMPs”) The said Independent Director(s) are given detailed orientation regarding the Company’s business model, industry, risks and opportunities,

strategy, policies and Code of Conduct, innovation, sustainability    measures,

corporate social responsibility initiatives of the Company. They are also updated on all business-related issues and new initiatives undertaken by the Company.

Additionally, the MD & CEO along with senior leadership team make(s) presentations and provides updates on the performance & strategic initiatives of the Company at regular Board and Committee Meeting(s) of the Company facilitating them to clearly understand the business of the Company and the environment in which the Company operates, relevant statutory changes encompassing    economic

outlook, market trends, peer trends, etc. Brief details of the familiarisation Programme are uploaded on the website of the Company and can be accessed at https://reports.crompton. co.in/shopify/public/files/ qi3SMtnxLh Familiarization%20 Programme%20for%20FY%20 24-25.pdf

During the year, the Management also conducted deep-dive sessions for the entire Board on core strategic priorities and other business matters.

(b) Formal Board Performance Evaluation

In terms of requirements of the Act read with the Rules issued thereunder and the SEBI Listing Regulations, the Board carried out the annual performance evaluation of the Board of Director(s) as

a whole, Committee(s) of the Board and Individual Director(s). Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. Criteria for Board evaluation is duly approved by N&RC based on the guidance note issued by the SEBI. Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairman of N&RC.

The process of Board Evaluation is conducted through structured questionnaire(s)    which

includes various aspects of the Board’s functioning such as adequacy of the Board composition diversity, skill set of Members, the appointment process, understanding of roles and responsibilities, circulation of Board papers, quality of information provided, strategic oversight, risk evaluation, acquisitions guidance, individual Director(s) and contributions, execution of duties, governance performance for the Board as a whole, Committee(s) of the Board and Individual Director(s) and has been undertaken digitally.

The performance indicators for the Committee(s) inter alia includes composition of the Committee, understanding the terms of reference, adherence to the charters, the effectiveness of discussions at the Committee Meeting(s), the information provided to the Committee to discharge its duties/ obligations and performance of the

Committee, support provided to the Board vis-a-vis its responsibilities.

The performance of individual Director(s) was evaluated based on parameters such as attendance at the Meeting(s), contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge, understanding of relevant areas, and responsibility towards stakeholders. All the Director(s) were subject to    self-evaluation    and

peer evaluation.

The    performance of the

Independent Director(s) was evaluated taking into account the above factors as well as independent decision-making and non-conflict of interest. Further, the evaluation process was based on the affirmation received from the Independent Director(s) that they meet the independence criteria as required under the Act and the SEBI Listing Regulations.

In addition to the questionnaire(s), the Chairperson of the N&RC conducted in-depth one-on-one interviews with each Board Member to gather detailed insights. A quantitative analysis and Board Effectiveness brief including insightful feedback, and trends was shared by the Chairman of the N&RC to all the Board Members. Thereafter, the following process was followed to assimilate and process the feedback:

various Committees. These Committees were performing effectively,    regularly

reporting to the Board on their activities and progress during the reporting period. The Board also noted that the actions identified in previous    questionnaire-

based evaluations had been implemented.

During the Financial Year 2024- 25, the Company acted on the feedback from the Board evaluation process conducted in the even year. The Board noted the key improvement areas emerging from this exercise including but not limited to improving the operating capability of the company, review of business strategy and annual planning, strengthening top talent pipeline, reducing the attrition rate, etc.

The Board of Directors have expressed their satisfaction with the evaluation process.

17.6 Remuneration Policy and criteria for selection of candidates for appointment as Directors, KMPs and SMPs

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Company has in place a policy on remuneration of Director(s), KMPs and SMPs as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board.

The Policy broadly lays down the guiding principles, philosophy

and the basis for payment of remuneration to the Executive and Non-Executive Director(s) (by way of sitting fees and commission), KMPs and SMPs. The criteria for the selection of candidates for the above positions covers various factors and attributes, which are considered by the N&RC and the Board of Directors while selecting candidates. The policy on remuneration of Directors, KMPs and SMPs can be accessed at https://reports.crompton.co.in/ shopify/public/files/3hxE5pdSl0 Nomination%20and%20 Remuneration%20Policy.pdf

17.7 Executive Director(s) Remuneration

The remuneration for the MD & CEO comprises of both fixed and variable components. The variable pay is awarded annually, based on the overall performance of the Company. The determination of this variable pay is carried out by the N&RC and there is no clawback provision associated with the remuneration paid to the MD & CEO.

In terms of applicable laws, there is no mandatory stock ownerships requirement for MD & CEO. Stock options granted to MD & CEO are governed by various Employee Stock Option Plans & Performance Share Plans of the Company as approved by Members from time to time. N&RC is responsible for administrating the stock incentives and performance incentives plans of the Company and determines the eligibility of all the employees including MD & CEO of the Company.

For details of grant, vesting and exercised options, please refer to Report on Corporate Governance which forms part of this Integrated

and the SEBI Listing Regulations. The details of the Meeting(s) and the attendance of the Director(s) are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.

18.2 Board Committee(s)

The Board has established several Committee(s) as a matter of good corporate governance practices and as per the requirements of the Act and the SEBI Listing Regulations. The Company has the following 9 (Nine) Board-level Committee(s), which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1.    Audit Committee;

2.    Nomination and Remuneration Committee (“N&RC”);

3.    Corporate Social Responsibility Committee (“CSR Committee”);

4.    Stakeholders’ Relationship & Share Transfer Committee (“SRC”);

5.    Risk Management Committee (“RMC”);

6.    Environment Social and Governance Committee (“ESG Committee”);

7.    Allotment Committee for allotment of shares arising out of Stock Options;

8.    Strategic Investment Committee (“SIC”);

9.    Committee for Debentures;

The composition, terms of reference, number of Meeting(s) held, and business transacted by the Committee(s) are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.

Pursuant to the requirements of Schedule IV of the Act and the SEBI Listing Regulations, Independent Director(s) met 4 (Four) times without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Director, Non-Executive, Non-Independent Director and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

The details and composition of the mandatory Committee(s) of the Board are as follows:

18.18.1 Audit Committee

The Audit Committee comprises of 4 (Four) Members, all the Members of the Committee are Independent Director(s). The Committee is chaired by Mr. Sanjiv Kakkar (Non-Executive,    Independent

Director). The other Members of the Committee are Mr. P R Ramesh (Non-Executive,    Independent

Director), Mr. P M Murty (NonExecutive, Independent Director) and Mr. D Sundaram (Non-Executive, Independent Director). Details of the role and responsibilities of the Audit Committee, the particulars of Meeting(s) held, and attendance of the Members at such Meeting(s) are mentioned in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

The Board of Directors of the Company approved the reconstitution of the Audit

of the Board, the Board as a whole and its Committee(s). It also frequently evaluates the working and effectiveness of the Board and manages the succession planning for Board Member(s), KMPs and SMPs.

The Nomination & Remuneration Policy is available on the website of the Company and can be accessed at https://reports.crompton.co.in/ shopify/public/files/3hxE5pdSl0 Nomination%20and%20 Remuneration%20Policy.pdf

During the year under review, all the recommendations made by the N&RC were accepted by the Board.

18.18.3 Corporate Social Responsibility (“CSR”) Committee

The CSR Committee comprises of 4 (Four) Members, out of which 2 (Two) are Non-Executive, Independent    Directors.    The

Committee is chaired by Mr. Shantanu Khosla (NonExecutive Vice-Chairman). The other Members of the Committee are Mr. D Sundaram (NonExecutive, Independent Director), Ms. Smita Anand (Non-Executive, Independent    Director)    and

Mr. Promeet Ghosh, MD & CEO.

The details of the role and responsibilities    of the    CSR

Committee, the particulars of meetings held, and attendance of the Members at such Meeting(s) are mentioned in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended,

the Company has set up a CSR Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Integrated Annual Report as Annexure 3. The CSR Policy as recommended by the CSR Committee and as approved by the Board is available on the website of the Company and can be accessed at https://reports.crompton.co.in/ shopifv/public/files/U6kk0A8Uoy Corporate-Social-Responsibility-Policy-1.pdf

18.18.4 Stakeholders’ Relationship & Share Transfer Committee (“SRC”)

As on the date of this report, the SRC comprises of 4 (Four) Members, out of which 2 (Two) are Non-Executive, Independent Directors. The Committee is chaired by Mr. D Sundaram (Non-Executive, Independent Director). The other Members of the Committee are Mr. P M Murty (NonExecutive, Independent Director) Mr. Shantanu Khosla (NonExecutive Vice Chairman) and Mr. Promeet Ghosh (MD & CEO).

The Details of the role and responsibilities of the SRC, the particulars of Meeting(s) held, and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of this Integrated Annual Report. During the year under review, all the recommendations made by the SRC were accepted by the Board.

SRC is responsible for inter alia various aspects of interest of the stakeholders, monitoring the performance of the Registrar

and Share Transfer Agent and recommends measures for overall improvement of the quality of investor services as and when the need arises, resolve the grievance(s) of the security holders of the Company including complaint(s) related to transfer/ transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends and issue of duplicate certificates, etc.

The Stakeholder Relationship & Share Transfer Policy is available on the website of the Company and can be accessed at https://reports. crompton.co.in/shopify/public/ files/RYvj6XpMad Stakeholders-Relationship-and-Share-Transfer-Policy-1.pdf

18.18.5 Risk Management Committee (“RMC”)

The RMC comprises of 3 (Three) Members, all the Members of the Committee are NonExecutive, Independent Directors. The Committee is chaired by Mr. P R Ramesh (Non-Executive, Independent Director). The other Members of the Committee are Mr. P M Murty (Non- Executive, Independent Director), and Mr. D Sundaram, (Non-Executive, Independent Director).

The Details of the role and responsibilities of the RMC, the particulars of Meeting(s) held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Integrated Annual Report. During the year under review, all the recommendations made by the RMC were accepted by the Board.

The Risk Management Framework is reviewed periodically by the RMC and the Board is informed about the risk assessment and minimization procedures to ensure that executive management controls the risk by means of a properly designed framework, which includes discussing the Management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks. In addition, the management across the Company is responsible for identifying critical risks and implementing appropriate risk responses within their area of responsibility.

The Risk Management framework proves instrumental in helping the management to identify the best possible option to mitigate identified risks, in line with the organization’s strategy, objectives, and risk appetite.

The detailed discussion on Risk Management forms part of the MDA, which forms part of this Integrated Annual Report.

20. Particulars of contracts or arrangements with related parties

In accordance with the requirements of the Act and the SEBI Listing Regulations, as amended from time to time, the Company has framed a Policy on Materiality of and dealing with Related Party Transactions (“RPTs”) which is uploaded on the website of the Company and can be accessed at https://reports.crompton.co.in/ shopify/public/files/hdDSNkYWnx Policy%20on%20Materiality%20 of%20and%20dealing%20with%20 Related%20Party%20Transactions. pdf

All RPTs are placed before the Audit Committee for review, approval and recommendation to the Board for its approval. The Audit Committee grants omnibus approval for all the RPTs which are foreseen and repetitive in nature, based on the criteria approved by the Board. A detailed statement of all RPTs is placed before the Audit Committee every quarter for their review and noting.

The Board of Directors of your Company have approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the RPT Policy on RPTs. All members of the Audit Committee are Independent Directors.

During the year under review, there were no material significant transactions with related parties in terms of the SEBI Listing Regulations requiring approval of the Members. The details pertaining to transactions which were not at arm’s length basis are given in Form No. AOC-2, along with all the RPTs entered during the year, as a good corporate governance practice attached as Annexure 4, to this Board’s report, forming part of this Integrated Annual Report.

None of the Directors and the KMPs have any pecuniary relationships or transactions vis-a-vis the Company. The Directors draw attention of the Members to Note No. 32 of the standalone financial statements setting out the disclosure on RPTs for the Financial Year 2024-25.

In compliance with Regulation 23(9) of the SEBI Listing Regulations, the Company has submitted the intimation on RPTs to the Stock

Exchanges within the prescribed statutory timelines.

21. Transfer of equity shares from unpaid/ unclaimed dividend to the Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of 7 (Seven) years from the due date is required to be transferred by the Company to the IEPF, constituted by the Central Government.

Further, according to the IEPF Rules, all the shares in respect of which any dividend has not been claimed by the Members for 7 (Seven) consecutive years or more shall also be transferred by the Company to the designated Demat Account of the IEPF Authority (“IEPF Account”) within a period of 30 (Thirty) days of such shares becoming due to be transferred to the IEPF Account.

The Company will transfer unclaimed dividend declared for the Financial Year 2017-18, along with the corresponding shares on which the dividends are unclaimed for 7 (Seven) consecutive years, as per the requirements of the IEPF Rules. The Company had communicated to all the concerned Members individually whose dividend and shares were liable to be transferred to IEPF.

Additionally, the Company has given newspaper advertisement to the Member(s) of the Company to claim their unclaimed dividend/ shares underlying in Company’s unpaid dividend account, before such transfer to IEPF Account.

The Company had also uploaded the details of such Members and shares transferred to IEPF on the website of your Company at https://www. crompton.co.in/pages/investors-relations#ShareholderResources

During the year under review, the Company transferred the unclaimed and un-encashed dividends of I 42,44,693 (Rupees Forty-Two Lakhs Forty-Four Thousand Six Hundred and Ninety-Three Only). Further, 18,84,478 (Eighteen Lakhs Eighty-Four Thousand Four Hundred and Seventy-Eight) corresponding shares on which dividends were unclaimed for 7 (Seven) consecutive years were transferred.

Member(s) whose shares/ dividend are transferred to IEPF as stated above, can still claim the shares/ dividend from the IEPF Authority by submitting an application in Web Form No. IEPF-5 available on www.iepf.gov.in. The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such Demat account shall not be transferred or dealt with in any manner whatsoever except for the purpose of transferring the shares back to the claimant as and when he approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such demat account. Any further dividend received on such shares shall be credited to the IEPF Authority.

Member(s) are requested to claim the shares/ dividend, which have remained unclaimed/ unpaid, by sending a written request to the Company at crompton. investorrelations@crompton.co.in or to the Company’s Registrar and Transfer Agent (“RTA”), einward.ris@kfintech.com or at their address at KFin Technologies Limited at Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad -    500032.

Member(s) can find the details of Nodal officer appointed by the Company under the provisions of IEPF at https://www. crompton.co.in/pages/investors-relations#ConInvestors

22.    Significant and material orders passed by the regulators or courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

23.    Risks arising out of litigations, claims and uncertain tax positions

The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompasses direct taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters.

Based on the nature of matters, the management applies significant judgement when considering evaluation of risk, including how much to provide for the potential exposure of each of the matters. These estimates could change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly. For matters where expert opinion is required, the Company involves the best legal counsel. Reference is drawn to the “Key audit matters” by the auditors in their reports on the above matters.

24. Auditors

a. Statutory Auditors

M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration Number 105047W) were appointed as Statutory Auditors of the Company by the Members at the Extra-Ordinary General Meeting held on August 27, 2021, to hold office as Statutory Auditors for a term of 5 (Five) consecutive years, i.e. till the conclusion of 12^th AGM of the Company to be held for the Financial Year 2025-26.

The Board of Directors at their meeting held on May 15, 2025, basis the recommendation of the Audit Committee approved the remuneration of M/s. M S K A & Associates as I 1,16,00,000 (Rupees One Crore and Sixteen Lakhs Only) for the Financial Year 2025-26.

Established in 1978, M/s. M S K A & Associates is an Indian partnership firm registered with the Institute of Chartered Accountants of India (ICAI) and the US Public Company Accountancy Oversight Board (PCAOB) having offices across 12 (Twelve) cities in India at Mumbai,

Gurugram, Chandigarh, Kolkata, Ahmedabad, Chennai, Goa, Pune, Bengaluru, Kochi, Hyderabad and Coimbatore. The audit firm has a valid peer review certificate.

The Firm primarily provides audit and assurance services, tax and advisory services, to its clients. The Firm’s Audit and Assurance practice has significant experience across various industries, markets and geographies.

The Auditor’s Report on the financial statements of the Company for the Financial Year ended March 31, 2025, forms part of this Integrated Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. Auditors’ Report is self-explanatory and therefore, does not require further comments and explanation.

During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

The Statutory Auditors attend the AGM of the Company.

b. Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is required to maintain cost records as specified by the Central Government. Accordingly, the Company has

c. Secretarial Auditors

The Board at its meeting held on May 16, 2024, appointed Parikh & Associates, Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure 5 to this Integrated Annual Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to recent amendments in SEBI Listing Regulations vide Circular No. SEBI/LAD-NRO/GN/2024/218 dated December 12, 2024, basis the recommendation of Board of Director(s), a listed entity shall appoint/ re-appoint:

i.    an individual as Secretarial Auditor for not more than 1 (One) term of 5 (Five) consecutive years; or

ii.    a Secretarial Audit firm as Secretarial Auditor for not more than 2 (Two) terms of 5 (Five) consecutive years, with the approval of its Members in its AGM to be held for the Financial Year 2024-25.

In accordance with Section 204 of the Act, read with the Companies (Appointment and Remuneration of    Managerial Personnel) Rules,

2014, and Regulation 24(A) of the SEBI Listing Regulations, based on the recommendation of the Audit Committee and subject to the approval of the Members of the Company at the ensuing AGM, the Board of Director(s), at their meeting held on May 15, 2025, approved the appointment of Parikh & Associates, Practicing Company Secretaries (ICSI Unique Code P1988MH009800),

as the Secretarial Auditors of the Company, for a term of 5 (Five) consecutive financial years, commencing from the financial year 2025-26 uptll financial year 2029-30.

The Board of Director(s) at their meeting held on May 15, 2025, basis the recommendation of the Audit Committee, approved the remuneration of Parikh & Associates of I 2,00,000 (Rupees Two Lakhs Only) for conducting the audit of the secretarial records of the Company for the Financial Year 2025-26.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, Parikh & Associates has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per SEBI Regulations and circulars/ guidelines issued thereunder.

Further, the wholly-owned subsidiaries of the Company are not material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI Listing Regulations, does not apply to such subsidiaries.

d. Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board, at its meeting held on May 16, 2024, based on the recommendation of the Audit Committee, approved the appointment of M/s. Grant Thornton Bharat LLP (Identity number AAA-7677) to conduct the internal audit of the Company for the Financial Year 2024-25.

The Board of Director(s) at their meeting held on May 15, 2025, has

re-appointed M/s. Grant Thornton Bharat LLP as the Internal Auditors of your Company for the Financial Year 2025-26 to review various operations of the Company at remuneration of I 68,95,000 (Rupees Sixty-Eight Lakhs and Ninety-Five Thousand Only).

25.    Material changes and commitment affecting financial position of the company

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year to which the financial statements relates to and date of this report. There is no change in the nature of business of the Company.

26.    Awards and recognitions

The detailed Section on awards & recognitions forms part of this Integrated Annual Report.

27 Enhancing Shareholders value

At Crompton, the commitment towards enhancing the Shareholders value is fundamental to our strategic vision and operational execution. The Company actively pursue initiatives aimed at driving sustainable growth and prioritize delivering strong financial performance by driving growth through innovative product development and market expansion. By focusing on innovation, operational excellence, and strategic investments, the Company continuously seeks to improve product offerings and expand market reach.

The Company’s commitment to sustainability ensures that it, not only meets the expectations of their Members but also contribute positively to the communities we serve. The Company believes that transparent communication with our members fosters trust and aligns our strategic objectives with their expectations. By continuously adapting to market dynamics and incorporating stakeholder feedback, the Company is devoted to creating enduring value, ensuring that our Shareholders are rewarded for their investment while we build a resilient and forward-thinking organization. Your Company is privileged to share a strong relationship with investors based on a deep understanding of their expectations and commitment to creating value for them.

The Company firmly believes that its success in the marketplace and good reputation are amongst the primary determinants of shareholder value. Its close relationship with consumers and a deep understanding of their challenges and expectations drive the development of new products and services. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. Your Company continues to develop this strength by institutionalising sound commercial processes and building world-class commercial capabilities across its marketing and sales teams. The Company uses an innovative approach in the development of its products and services, as well as execution of growth opportunities. Your Company is also committed to creating value for all its stakeholders by ensuring that

its corporate actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

28. Corporate governance

Your Company believes that effective leadership, robust policies, processes and systems and a rich legacy of values form the hallmark of our best corporate governance framework. Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing the Shareholders value legally, ethically and sustainably.

The Company is committed to maintain the highest standards of Corporate Governance and adheres to all requirements of corporate governance in letter and spirit, ensuring that its governance framework aligns with regulatory standards and best practices.

The Company’s Board of Directors comprises a diverse mix of experienced professionals who bring a wealth of expertise and independent oversight to the decision-making process. All the Committee(s) of the Board of Directors meet at regular intervals as required in terms of SEBI Listing Regulations. The Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The Director(s), KMPs, and SMPs of the Company have complied with the approved Code of Conduct for Board of

Directors and Senior Management Personnel. A declaration to this effect, according to Schedule V of the SEBI Listing Regulations, signed by the MD & CEO of the Company, which forms part of this Integrated Annual Report.

The Board of Directors re-affirm their continued commitment to good corporate governance practices.

During the year under review, the Company complied with the provisions relating to corporate governance as provided under the SEBI Listing Regulations. Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance is annexed to this Integrated Annual Report.

Further, following certificate(s)/ declaration(s) forms    an

integral part of this Corporate Governance Report:

a)    A declaration signed by Mr. Promeet Ghosh, MD & CEO, stating that the Members of Board of Directors and SMPs have affirmed compliance with the Company’s Code of Business Conduct and Ethics;

b)    A compliance certificate from the Secretarial Auditors of the Company, confirming compliance with the conditions of Corporate Governance;

c)    A certificate of NonDisqualification of Directors from the Secretarial Auditor of the Company; and;

d)    A certificate of the MD & CEO and CFO of the Company,

inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate Report on Corporate Governance is annexed to this Integrated Annual Report.

29. Business Responsibility & Sustainability Report (“BRSR”)

Your Company strongly believes that resilient and inclusive growth is only possible on strong pillars of environmental and social responsibility balanced with good governance and communicating its ESG performance in a transparent manner and in line with global standards to our stakeholders. The report is a testimony to our continuous efforts towards embracing and implementing balanced approach to ESG parameters in our business operations and forms part of this Integrated Annual Report.

The BRSR Core is a sub-set of BRSR, consisting of a set of Key Performance Indicators (“KPIs”)/ metrics under 9 (Nine) ESG attributes/ principles of the National Guidelines on Responsible Business Conduct (“NGRBC”) notified by the Ministry of Corporate Affairs, Government of India. Further, the Company has conducted reasonable assurance for BRSR Core and limited assurance for the BRSR non-core indicators for the Financial Year 2024-25.

The Company has provided the requisite mapping of information and principles between the Sustainability disclosures and the BRSR as prescribed by SEBI. The same is available on the website of the Company at https://www. crompton.co.in/pages/financial-reports Further, the financial sections of BRSR are presented in line with the requirements of the Act read with the rules made thereunder, the Ind AS, the SEBI Listing Regulations and the requisite Secretarial Standards issued by the Institute of Company Secretaries of India. The non-financial section (Sustainability and Corporate Social Responsibility) is presented in conformance to the Global Reporting Initiative (“GRI”) Standard’s Core Performance Indicators, the UN Sustainable Development Goals (“SDGs”) and other sector relevant international sustainability disclosure guidelines.

The Company has engaged services of TUV India Private Limited to provide reasonable assurance for BRSR Core indicators and limited assurance for BRSR noncore indicators and non-financial disclosures in the Integrated Annual Report. TUV India Private Limited conducted the assurance in accordance with International Standard    on    Assurance

Engagements (ISAE) 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information and ISAE 3410, Assurance Engagements on Greenhouse Gas Statement issued by the International Auditing and Standards Board.

The initiatives as indicated in the report aims to reduce its environmental impact, balance profitability with sustainability, and implement a more transparent,

efficient, and effective corporate governance framework.

30.    Particulars of employees

There are 26 (Twenty-Six) employees who were in receipt of remuneration of not less than I 1,02,00,000 (Rupees One Crore and Two Lakhs Only), employed for the full year and 15 (Fifteen) employees who were in receipt of remuneration of not less than I 8,50,000 (Rupees Eight Lakhs and Fifty Thousand Only) per month, employed for part of the year. Disclosures concerning the remuneration and other details as required in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) is provided in Annexure 6 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

Further, details of employees’ remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules of the Act, is available for inspection at the Registered Office of your Company during working hours. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Integrated Annual Report has been sent to the Members excluding the aforesaid exhibit. Any Member interested in obtaining copy of such information may write to the Company Secretary & Compliance Officer at crompton. inverstorrelations@crompton.co.in

31.    Reporting of frauds by auditors

During the year under review, neither the Statutory Auditors,

the Secretarial Auditors, the Cost Auditors nor the Internal Auditors have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

32.    Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2025 is available on the website of the Company at https:// www.crompton.co.in/pages/ financialreports#AnnualReports

33.    Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard -    1 and Secretarial

Standard -    2, (“Meetings of

the Board of Directors”) and (“General Meetings”), respectively issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs (MCA).

34.    Statutory Disclosures

a. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo.

As required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the

prescribed format in Annexure 7 to this Integrated Annual Report.

b. Research and Development (“R&D”)

Your Company is dedicated to achieving excellence by prioritizing R&D as a cornerstone of innovation. The Company cultivates a culture of creativity ingrained within our people and processes. The Company’s in-house R&D team is committed to pioneering sustainable product innovations driven by cutting-edge technology, ensuring efficiency across the entire product lifecycle, from design and development to manufacturing processes.

Your Company has “Innovation & Experience Centre” in Mumbai serving as the hub for all R&D innovation teams. This center fosters fungibility and creativity within its Design Studio and encourages experimentation within its labs, which are equipped with ultra-modern infrastructure. In line with its commitment of creating consumer delight, the Company has launched a diverse range of products across various segments. These products are designed to showcase excellence both in terms of technology and aesthetics.

(A) Fans:

Niteo: Equipped with inhouse PCB, Niteo is the quintessence of Crompton’s dedication and continuous technological progress. It’s designed with sleek blades and has a sleek curvature black bottom reducing visual clutter for a cleaner look. It comes with an ActivSight User Interface that includes speed indication, Timer Indication, Sleep and Mop mode indication. Niteo’s evenly spread warm LED night lamp gives a wider coverage under the

complement contemporary decor. Equipped with DuraTech Technology, Avancer Swirl is an energy-efficient fan with 3-star energy rating that results in lower electricity costs without compromising aesthetics. With its anti-dust technology, the fan requires less maintenance and continues to be a fashionable addition to your room.

Aura2 4Blade: Its sleek and stylish four blade design provides excellent air delivery and offers the utmost comfort. The antidust features makes it easy to maintain and keep it cleaner and dust free for long. The premium Duratech EMQ bearing ensures smooth operation and dual coat winding increase its longevity. The sleek, contemporary design of the Premion Aura2 4Blade, comes in four colours and a 5-year warranty to match your decor and provide a cozy, welcoming ambiance.

(B) Pumps

The Company has launched key products in various categories which are as detailed below:

i. Categories:

Residential:

>    Successfully    developed &

launched WIN PLUS/ WIN DURA Series to cater to 2 (Two) floors homes with Double coating to provide protection against rust & longer life;

>    Expanded    Mini brand

architecture    portfolio with

better product proposition by launching Marvel Plus & Elite Plus in Rapid    Fill & Turbo Fill

category respectively.

>    Launched 1^st (First) in industy, patented dry winding series in OW pumps with plug and play convenience to consumer.

>    Successfully deployed Brand Architecture in High Suction Pumps series with products like SWJ Plus, SWJ Dura, DMB Plus & Flomax Plus in line with consumer insights like Faster suction and Durability.

Agriculture:

>    Successfully launched MB High Flow series with efficient hydraulic and improved motor design to deliver higher discharge, industry standard mountings to counter competition & take advantage in industrial hot & cold applications.

>    Launched OW Higher HP (10-30HP) series with wide voltage motor design & dual coated hammerstone paint to improve durability.

>    New product launched based on identified product gaps and new product requirements.

Speciality:

>    Launched indigenous sewage cutter pump to derisk supply challenges & to improve quality.

>    Expanded product portfolio in sewage pump by launching higher HP STP pump (10HP).

Solar:

>    Launched 3HP & 5HP AC/ DC

agricultural Solar Pumps for irrigation systems complying to MNRE guidelines. Tender Qualifications    achieved

for Haryana, Rajasthan, Maharashtra & Madhya Pradesh.

ii. Highlights:

>    Design Registration applied for 10 (Ten) new design concepts. Applied 3 (Three) patents as Modified Adapter (SS insert), Dry winding in Openwell Pumps, Apparatus for Controlling Water

Pump and Method thereof (Smart Panel).

>    A special focus was given to region wise product training to sales team to impart in depth knowledge of products, application, USPs & FAB for effective communication in market. Focus on additional offering in control panels & Agri Starters to ensure incremental pump+ Panel ratio which has increased from 83% to 87% and helped in reduction of PPR of V4 Submersibles.

>    Successfully applied 3 patents in OW, Mini & Control panel category.

>    Received BIS certification for 27 (Twenty-Seven) number of pumps and BEE certification completed for 9 (Nine) number of pumps as on March 31, 2025.

(C) Appliances

Storage Water Heater: A total of 17 (Seventeen) SKUs were launched in 2024-25. The premium segment saw the introduction of Amica Pro and Solarium CLX in 10L, 15L, and 25L capacities. The Rapidjet Plus series was expanded with new 10L and 15L variants, while the Hydrajet and Regera series were extended with a 6L option in both plastic and metal round segments. To further strengthen the horizontal range, LHS-type geysers were introduced under the Versa series in 10L, 15L, and 25L capacities. Additionally, the Classic DLX was launched as an upgraded version of the existing classic range across all four capacities.

Instant water heater: 3 (Three) new SKUs were launched. To further strengthen the 5L range with capacity extensions in the Hydrajet and Instabliss series. In Gas water

heaters, we have launched product with oxygen depletion sensor in 6L capacity.

Air Coolers: 8 (Eight) new SKUs were introduced, including 3 (Three) new series in the desert category. The Avancer and Aura series were launched with 18” fans, offering superior cooling with modern aesthetics, each available in three capacity ranges. Additionally, the Jedi series was expanded with a 16” fan model for the entry segment, available in two capacities.

(D)    Small Domestic Appliances (SDA)

Mixer Grinder & Garment Care Category: Mixer grinders range has been revamped with the launch of 12 (Twelve) new models across various Wattages and 3 (Three) new models have been introduced in the Garment care category to strengthen the portfolios.

>    To enhance the SDA portfolio 6 (Six) new models have been introduced across various categories.

>    State of art Validation lab has been developed to test our products.

>    All these products are

meticulously    designed

with enhanced aesthetics and packaging.

(E)    Large Kitchen Appliances

>    This year, the Company has focused on introducing products derived from detailed consumer insights, focusing on product differentiation, premiumization and consumer delight.

>    The Company have studied the usage and purchase patterns of consumers looking to buy chimneys on evolving

platforms such as E-commerce and accordingly re-designed our product offerings. These include a new range of SMART chimneys having differentiated intelligent features such as Intelli AutoClean, SMART ON and high suction - low noise motors.

>    In the Hobs portfolio, the Company have launched uniquely designed products with superior aesthetics such as matte glass finish and smart features including Flame Failure safety systems, auto-ignition etc. In addition, we have also forayed into a new category in the kitchen segment, namely Gas Cooktops (gas stoves) with the launch of our FlamePro range of cooktops, again designed from very detailed consumer insights. Our FlamePro range of cooktops have smart and thoughtful design elements to deliver a very superior and convenient cooking experience to our consumers. Such elements and features include MaxxSpace, Flame Flex burner configuration and Interlocking Burner systems (Crompton patented)

(F) Lighting

B2C

>    Your Company has introduced many new products which are based on consumer insights and feedback. Consumer lighting space has evolved over the last few years from only functionality to Decor and Style. Connected products are also making an entry in consumer homes, with low-cost technology being a catalyst to democratize the market.

>    Your Company has successfully launched a comprehensive range of COB (Chip-on-Board) lighting

flood lights with precise optics & optimum performance to cater to airports aprons, railway yards and sports application.

>    Your company has introduced new range of industrial products (Highbay, Well Glass, Bulkhead) for various industrial segments like Oils & Gas, Steel & Cement and the fast-growing warehousing sector.

Other Highlights:

>    Received OHSSAI’s 9^th Annual HSE Excellence & ESG Global Awards 2024 (Winner in Safety Category).

35. Non-Convertible Debentures

During the year under review, your Company has redeemed NonConvertible Debentures (“NCDs”) amounting of I 300 Crore (Rupees Three Hundred Crore Only) on July 22, 2024.

Presently, the total outstanding NCDs of I 300 Crore (Rupees Three Hundred Crore Only) are listed on the debt segment of the National Stock Exchange of India Limited, which are due for redemption in July, 2025.

The Catalyst Trusteeship Limited is the Debenture Trustee for the Debenture holders. The details of the Debenture Trustee are available on the website of the Company and can be accessed at https://www. crompton.co.in/pages/investors-relations#DebentureTrustee and is also provided in the Report on Corporate Governance which forms a part of this Integrated Annual Report.

36. Employee Stock Option Plan (“ESOP”)

Stock options have long been proven to be an effective tool for organisations to incentivise employees for accelerating profitable growth and wealth creation while also working as a performance reward and attract and retain high potential and critical employees in a competitive talent environment.

The Company has framed various Employees Stock Option Scheme (“ESOP Schemes”) in accordance with the SEBI (Share-Based Employee Benefits) Regulations, 2014, read with Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 (“the SBEB & SE”) as a measure to reward and motivate employees and attract & retain talent.

Presently your Company has following ESOP Schemes:

>    Crompton Employee Stock Option Scheme - 2016 (“ESOP-2016”)

>    Crompton Performance Share Plan - 1 - 2016 (“PSP-1 2016”)

>    Crompton Performance Share Plan - 2 - 2016 (“PSP- 2- 2016”)

>    Crompton Employee Stock Option Scheme - 2019 (“ESOP-2019”)

There has been no material change in any of the subsisting ESOP Schemes.

The disclosure relating to ESOPs required to be made under the provisions of the Act, and the rules made thereunder, and the SBEB & SE Regulations is provided in

family. By including our employees’ families—our silent supporters—we expressed heartfelt gratitude for their role in our journey. The event was filled with warmth, pride, and a true sense of belonging.

At Crompton, our employees’ dedication, passion, and commitment to our core Values -CREATE - are the foundation of our success.

As part of Company’s Reward and Recognition Program - Pride and Glory, we introduced the People’s Choice Values Award - a unique, peer-nominated    recognition

celebrating those who consistently live our values through their everyday actions. These individuals lead with purpose, integrity, and heart, inspiring us all.

The Company honored the loyalty of long-serving team members through the Long Service Awards, recognizing their steadfast commitment and invaluable contributions over the years.

These recognitions reflect our deep appreciation for the people who drive Crompton forward and our continued commitment to celebrate their journey with us.

Empowering Talent, Enabling Growth at Crompton

In a rapidly evolving business landscape, staying competitive requires continuous reinvention. The Company believes that learning is the cornerstone of innovation, productivity, and impact. We nurture a culture of continuous development through micro, macro, and on-the-job learning opportunities across all levels.

Leadership & Capability Building

>    CLDP & FLDP: Tailored for senior and mid-management, these programs develop strategic, functional, and people leadership skills through blended learning.

>    ELDP: Prepares Area Sales Managers with negotiation, emotional intelligence, and stakeholder management skills.

Onboarding & Learning Culture

>    Enrich Program:    A 3A

approach — Assimilate, Affiliate, Accelerate — to help new hires align quickly with Crompton’s culture and processes. Crompton@Byte will launch in Financial Year 2025-26 to enhance this journey.

>    NLA:    Supports seamless

transition for new senior leaders through structured onboarding and 30-60-90 day roadmaps.

>    Capability Programs: Focused learning tracks for junior, mid, and senior levels anchored to our Leadership Competency Framework, with Financial Year 2025-26 focusing on Accountability with Consumer Focus.

>    Functional Academies: Role-based technical and functional upskilling to build deep expertise and create in-house SMEs.

Frontline Development

>    Grow with Crompton: Upskilled 500+ Territory Sales Managers in sales, channel management, and stakeholder engagement.

>    ELDP: Enhanced leadership capabilities for 130 (One Hundred and Thirty) Area Sales Managers through interactive learning.

6C 2.0: Playbook for a Learning Organization

As the world evolves, the Company is embracing the future with 6C 2.0, an evolution of our cultural framework:    Care, Connect,

Collaborate, Co-Create, Conquer, Celebrate. More than a mindset, it’s a movement that drives innovation, collaboration, and growth. Through capabilitybuilding clubs led by senior leaders, we’re unlocking potential, inspiring fresh perspectives, and driving transformation. By fostering learning ecosystems and empowering individuals, we’re not just adapting to change — we’re leading it. 6C 2.0 is how Crompton shapes the future from within.

Diversity & Inclusion

The Company fosters an inclusive workplace through merit-based practices and supportive policies, including:

>    Enhanced travel safety for women;

>    Nanny allowance for new mothers;

At Crompton, we’re committed to growing with our people-every step of the way.

38. Environment, Health & Safety (“EHS”)

The EHS Management System at Crompton epitomise our unwavering dedication to safeguarding the environment, fostering a conducive working atmosphere, and ensuring the wellbeing and safety of all individuals, including employees, contractors, and visitors. Through meticulous planning, rigorous implementation, and continuous monitoring, we uphold stringent standards

to mitigate environmental impact, promote sustainability, and comply with regulatory requirements. Our commitment extends beyond mere compliance; it encompasses a culture of proactive risk management, hazard identification, and safety awareness training to cultivate a workplace where everyone feels valued, supported, and empowered to prioritise health, safety, and environmental stewardship.

By prioritising these core values, we not only protect our personnel but also contribute to the greater community and demonstrate our responsibility as a conscientious corporate citizen.

The Company’s EHS strategies are aimed at achieving the greenest and safest operations across all manufacturing units by optimising the usage of natural resources and providing a safe and healthy workplace. Safety remains a top priority for your Company, and the Company is committed to providing a safe and productive environment for our workforce, maintaining the best health and safety measures across all our manufacturing and office locations. The Company prioritises enhancing our workforce’s skills levels through various learning & development programmes throughout the year, ensuring continuous improvement, and at the time of induction, providing basic safety trainings to all employees and workers at all our manufacturing sites.

Apart from a comprehensive EHS manual “KAVACH 3.0” corporate EHS worked on further depth in the EHS policies reframing procedures and work instructions and it has been made aware to

all manufacturing employees to implement across all the products lines manufacturing sites.

To strengthen the EHS culture, under corporate EHS, your Company has initiated and conducted various campaigns and awareness programmes such as Near Miss Reporting, Hand and Finger Injury Control & Prevention, and road safety under Behavioral-Based Safety (“BBS”). Additionally, manufacturing sites are also conducting EHS training programmes periodically to enhance EHS activities.

Your Company is committed to conserving and enhancing the EHS culture. The Company owned manufacturing sites has conducted the surveillance audit for its Integrated Management System (“IMS”) certification which comprises ISO14001:2015, ISO45001:2018 and ISO9001:2015 which is an important milestone for continuous improvement for an organization.

Corporate EHS has redefined quantitative self-assessments on various EHS topics like IS 14489:2018, fire safety, fire load calculations and electrical safety for CGCEL manufacturing sites, annual EHS audits conducted for all manufacturing sites. Closure of such audit report observations are ensured by following the adequate corrective & preventive action plan within a reasonable timeframe, thereby continuously improving safety practices and mitigating risks. The observations are also shared amongst units for cross-learning and improvement. Learnings from other organization incidents and taking preventive actions are also initiated as a

and adopting sustainable packaging concept.

The Bethora, Goa Fan Unit has digitized process by installing the robotic machinery for top & bottom end shield assembly, screwing and palletization process. The overall electricity consumption KWH for Financial Year 2024-25 is 90,81,178 KWH (grid electricity and solar power) against the 54,84,665 KWH of Financial Year 2023-24.

Further, the unit has installed approx. 245 nos. of energy conserved BLDC fans across the plant.

The installation of robotic machine installation would result in enhancement of productivity from 2500 to 4000 fans per shift, product quality and avoid the safety issues associated with unusual ergonomic conditions with reduced human interference.

At the plant level, the water conservation is being driven basis installation of tab aerator, employee awareness and visual displays.

Hazardous and non-hazardous waste disposal is being tracked on periodic basis with due consideration of statutory requirements. During Financial Year 2024-25, the hazardous and nonhazardous waste generated was 1945.75 MT whereas in Financial Year

2023- 24, the total hazardous and non-hazardous waste amounted to 2251.75 MT. During the year

2024- 25, the waste recycled was 1683,53 MT whereas in Financial Year 2023-24, it was 1700.5 MT. The Bethora facility has initiated the disposal of hazardous waste through M/s Ponda Envocare, Goa for pre-processing aspect and

J.K. Cement for co-processing. This year’s hazardous waste disposal quantity has increased due to onetime disposal of non-moving RM powder and paint material referred as waste.

The implementation of Layered Process Confirmation (“LPC”) and Critical to Safety (“CTS”) processes as reinforced the safety selfassessment ownership program, enhancing safety measures across manufacturing sites.

The unit has initiated 360-degree guarding for all critical machinery through self-assessment, implementing a systematic approach for horizontal deployment across all facilities.

Bethora has achieved the National Safety Award from Global Safety Summit and Safety Excellence Award from the Greentech Foundation for Financial Year 2024-25.

38.2 Reduction in energy consumption

Under energy reduction program, overall energy consumption realised was 10.26%. During Financial Year 2024-25, the overall energy consumption was 35,165.78 GJ against Financial Year 2023-24 which was 39,185.75 GJ.

In consideration of above Baddi Unit II annual electricity consumption was 2,31,193 KWH for Financial Year 2024-25, against 2,56,852 KWH for Financial Year 2023-24. The electricity consumption change is typically due to change in production volume.

At the Ahilyanagar manufacturing unit, 6,880 kWh of solar power was

generated and utilized to support the canteen, street lighting, and other emergency lighting loads.

Baddi Unit III has expanded its operations by transitioning from lighting to fan manufacturing. The unit has established a state-of-the-art set-up with the in-house installation and commissioning of advanced varnishing machinery. The overall electricity consumption for the unit was 1,12,273 KWH.

Vadodara Plant observed an overall electricity consumption 19,37,959 KWH for Financial Year 2024-25. against 62,505 KWH for Financial Year 2023-24. The Change in electricity consumption is caused by shift from Gas Based heating process to grid electricity.

38.3 Reduction in water consumption:

During Financial Year 202425, the total water withdrawal accounted was 84,126.5 KL Includes manufacturing plants, offices, Op. control warehouse) against 67,730 KL for Financial Year 202324 (includes manufacturing plant only).

Baddi Fans Unit II has consumed water during Financial Year 2024-25 is 3656 KL against the Financial Year 2023-24 is 4144 KL. An average reduction of 12% in water consumption was observed in Financial Year 2024-25 compared to Financial Year 2023-24. Further in water conversation front unit has installed auto shutoff valve on rooftop storage tanks and rerouting of pipelines to prevent water losses.

At the Innovation Center in Vikhroli, an average 34% reduction in water consumption was observed. This

significant improvement was achieved through key initiatives such as the installation of watersaving aerators on taps and the implementation of waterless urinals.

An average of 25% reduction in water consumption was achieved at the Vadodara plant through the implementation of several targeted initiatives. These included the integration of sensors for the borewell pump enabling automatic on/ off operation, installation of pressure regulators in the canteen to reduce water flow, the use of STP-treated water for landscaping, and regular water leakage audits followed by timely rectification.

Similarly, the Ahilyanagar plant implemented effective water conservation measures such as the installation of waterless urinals, the use of low-flow fixtures and aerators, utilization of STP-treated water for landscape irrigation, and ongoing audits and rectification of water leakages to minimize wastage.

38.4 Hazardous waste reduction and management:

The Company’s operational units ensure that all hazardous waste is sent to the authorised disposal facility/ recycler approved by the State Pollution Control Board. In the Financial Year 2024-25 , the organisation has successfully achieved the EPR E-waste authorisation from Central Pollution Control Board (“CPCB”) and processed 100% of the total target obligation. CGCEL has channelised 100% of plastic waste and fulfilled CPCB target of Financial Year 2024-25.

Under Extended Producer Responsibility (“EPR”) plastic waste management obligation, your Company is in process of issuing agreements to channelise 100% of plastic waste to fulfill CPCB target of Financial Year 2024-25. Additionally, your Company has developed the substitute for pump packaging to eliminate the use of thermocol & plastic bags.

38.5 Safety:

The Company’s EHS policy is absolute in its commitment to integrating EHS considerations as a top most priority throughout the organisation. In the Financial Year 2024-25, there is zero reportable injuries, reflecting our dedication to safety and well-being.

Further, Corporate EHS have strengthened our commitment, focusing on    enhancing    EHS

orientation, conducting safety system assessments across manufacturing    sites,    and

continuously    improving    to

establish a sustainable, injury free workplace. We have diligently revised and developed various Standard Operating Procedure (“SOPs”) including Hazard Identification and Risk Assessment, Environmental Impact Assessment, Work permitting, Contract Safety Management, and Incident investigation, among others, among others, to ensure comprehensive EHS management across all facets of our operations.

The Company’s manufacturing facilities prioritises strict adherence to all rules and regulations outlined in Fire No Objection Certificate (“NOC”), ensuring the safety of our personnel and assets. Regular fire

Energy conservation, Waste reduction, Training & Capability, Contractor safety management, Incident Investigation, Safety Observation and Standard & Procedure subcommittees. All sub-committee meet monthly and discuss the agenda to enhance EHS culture, conservation and competency aspects.

>    Various EHS standards are being prepared and rolled out across the manufacturing sites. Standards includes Machine guarding & ranking system, Contractor safety management, Safety Behavior Observation, HIRA & EIA, Permit to work and Fire Safety.

>    Complied for 100% recycling of EPR E-Waste and EPR PWM processing and EPR PWM Compliance.

>    Integration Management System consists of ISO9001, ISO14001 & ISO45001 successful audit certification through TUV- Nord.

>    Monthly EHS base awareness

campaign    drive    by

Corporate EHS.

>    Conducted EHS internal audit for all manufacturing sites and conducted self assessments on critical aspects of machine guarding safety, fire safety, electrical safety & IS14489 etc,.

>    CGCEL EHS Management System Audit Tools - Annual CGCEL EHS Management System will cover in EHS Audit. InProgress.

>    Plant Wise Job Work Identification, ensure the legal and Workplace Safety.

>    Indian Green Building Council - Score Card & Training to Environmental Champion is in Progress.

> Vadodara unit has conserved approximately 31% of water over the last fiscal year.

38.6 Health:

Crompton has initiated the annual medical health checkup for its white collar employees across organization. Almost all manufacturing sites are well established with occupational

39. Corporate social responsibility (“CSR”) framework & vision

Your Company believes that economic value and social value are inter-linked, and it has a commitment towards the interdependent ecosystem consisting of various stakeholders. In addition to that Corporates have a significant role to play in bringing about social change and Crompton has kept its social and development mandate flexible and responsive to development challenges.

Packaging Materials and Process

The Company has adopted recycling and reuse of metal bins for the handling of semifinished components for selected categories, thereby eliminating wooden packaging. The Company is investing to secure cargo during dispatches by improving loading procedures.

the Crompton CSR Foundation, focusing on key areas such as skill and entrepreneurship development, water conservation, community care, and employee engagement. For detailed information, please refer to page number 114-127 of this Integrated Annual Report.

The Company has constituted a CSR Committee in terms of the requirements of Section 135 of the Act read with the rules made thereunder. Details of the same is provided in the Report on Corporate Governance which forms part of

this Integrated Annual Report. The Company’s CSR Policy is available on the website of the Company and can be accessed at https://reports. crompton.co.in/shopify/public/ files/U6kk0A8Uoy Corporate-Social-Responsibilitv-Policy-1.pdf

The Chief Financial Officer of the Company has certified that CSR funds disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board.

40. Sexual Harassment at Workplace

Your Company is firmly committed to creating a safe and respectful workplace, free from any form of harassment, including sexual harassment. The Company has implemented a comprehensive policy addressing sexual harassment at the workplace, in line with legal requirements and best practices. This policy includes preventive    measures,    robust

grievance redressal mechanisms, and regular training    programs

to raise    awareness    among

employees about their rights and responsibilities. Your Company fosters an inclusive culture where employees feel empowered to report any inappropriate behavior without fear of retribution. By prioritizing    workplace    safety

and dignity, The Company not only upholds its commitment to ethical conduct but also reinforces a positive work environment that promotes productivity and mutual respect.

Additionally, your Company continuously works towards fostering a work culture that promotes respect and dignity of

all women employees throughout the organization, aiming to provide an empowering and supportive atmosphere at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (“ICC”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the POSH Act”). The ICC includes an external member who serves as an independent POSH consultant with relevant expertise. Further, as a good governance practice, the Company strives to conclude the complaints received under POSH within a period of 15 (Fifteen) days.

Furthermore, the Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which alings with the POSH Act. This policy covers all employees including permanent, contractual, temporary and trainees. The said policy has been made available on the internal portal of the Company as well as the website of the Company which can be accessed at https://reports.crompton.co.in/ shopify/public/files/UxKXXDfbtE PoSH-at-Workplace-19May2023 updated.pdf

Your Company has taken proactive measures to promote awareness and compliance with the POSH Act, including developing of e-learning modules and conducting of e-learning sessions on POSH to keep employees informed of these policies. This not only ensures compliance and a well-regulated environment but also helps us achieve our organizational objectives. Additionally, awareness

programmes on POSH have been organized throughout the year to sensitize the employees on upholding the dignity of their female colleagues in the workplace, reaching all employees across various locations. Moreover, a Toll-Free Number has been provided to facilitate the telephonic registration of any POSH complaints, further enhancing accessibility and support for employees.

The details of complaint(s) received, and action taken by the Company are presented before the Audit Committee of the Board of Directors. During the year under review, 1 (One) case of sexual harassment was reported, which was thoroughly investigated and resolved in accordance with the provisions of the POSH Act. Further there are no cases pending for resolution for more than 90 (Ninty) days.

41.    Registrar & Share Transfer Agent (“R&T/ RTA”)

M/s. KFin Technologies Limited is the RTA Agent of your Company. Their contact details are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.

42.    Listing

The equity shares of your Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (collectively referred to as “Stock Exchanges”). The Non-Convertible Debentures (“NCDs”) of the Company are listed on the Debt Segment of NSE.

Your Company has paid the Listing fees for Equity Shares to both the

Stock Exchanges and Listing fees for NCDs to the NSE for the Financial Year 2024-25 and 2025-26.

43. Directors’ Responsibility Statement

Your Directors would like to assure the Members that the Financial Statements for the year under review confirm in their entirety the requirements of the Act and guidelines issued by SEBI. The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS), pursuant to the provisions of Section 134(3)(c) of the Act.

To the best of their knowledge and based on the information and explanations received from the Company, your Directors confirm that:

1.    in preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures.

2.    they have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period.

3.    they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the

assets of the Company and for preventing and detecting fraud and other irregularities.

4.    the annual accounts are prepared on a going concern basis.

5.    they have laid down internal financial controls, which are adequate and are operating effectively.

6.    they have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

44.    Integrated Reporting

The Company has diligently prepared an Integrated Annual Report, incorporating a comprehensive array of financial and non-financial information. This report aims to provide Members with the necessary insights to make informed decisions and gain a better understanding of the Company’s long-term perspective. The Report also touches upon various aspects such as organisation’s strategy, governance framework, performance and prospects of value creation based on the 6 (Six) forms of capital viz. Financial Capital, Manufacturing Capital, Intellectual Capital, Human Capital, Social & Relationship Capital and Natural Capital.

45.    General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

> Issue of equity shares with differential rights as to dividend,

>    During the year under review, the company complied with the provisions of the Maternity Benefit Act 1961 along with all the applicable amendments & undertook necessary measures to ensure compliance for all eligible employees.

46. Rights of Members

>    Right to participate in, and to be

sufficiently informed of decisions concerning    fundamental

corporate changes;

>    Opportunity to participate effectively and vote in General Meetings;

>    Being informed of the rules, including voting procedures that govern General Meetings;

>    Opportunity to ask questions to the Board of Directors at General Meetings;

>    Effective Member participation in key corporate governance decisions such as election of Members of Board of Directors, appointment of Statutory Auditors, Declaration of Dividend, Adoption of financial statements etc;

>    Exercise of ownership rights by all the Members, including institutional investors;

>    Adequate mechanism to address the grievances of the Members;

extended to the Company and the Management.

We look forward to continued support of all these associates in the future.

48. Cautionary Statement

Statements in the Board’s Report and the MDA describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward looking statements” within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations. The Company is not obliged to publicly amend, modify or revise any forwardlooking statement, on the basis of any subsequent development, information or events or otherwise.