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EVEREST INDUSTRIES LTD.

14 July 2026 | 12:00

Industry >> Cement Products

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ISIN No INE295A01018 BSE Code / NSE Code 508906 / EVERESTIND Book Value (Rs.) 311.88 Face Value 10.00
Bookclosure 27/07/2026 52Week High 750 EPS 0.00 P/E 0.00
Market Cap. 826.56 Cr. 52Week Low 285 P/BV / Div Yield (%) 1.67 / 0.48 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors present the Ninety-third (93rd) Annual Report of Everest Industries Limited ("Company" or "Everest") together with the Audited Financial Statements of the Company for the financial year ended March 31,2026 ("year").

FINANCIAL RESULTS

(Rs.In Crores)

Financial Year ended

Particulars

Standalone

Consolidated

March 31,2026

March 31,2025

March 31,2026

March 31,2025

Revenue from Operations

1354.24

1707.02

1417.00

1722.82

Other Income

21.69

23.81

11.42

14.66

Total Income

1375.93

1730.83

1428.42

1737.48

Profit/(Loss) before Depreciation & Finance Costs

(12.95)

59.83

(26.60)

44.56

Less : Depreciation and amortisation expenses

34.28

37.06

41.02

38.93

: Finance Costs

21.82

20.88

30.25

23.56

Profit/(Loss) before exceptional items & tax

(69.06)

1.90

(97.87)

(17.93)

Exceptional Items - (Expenses)/ Gain

(41.99)

11.63

(13.64)

11.63

Profit/(Loss) before Tax

(111.05)

13.53

(111.52)

(6.30)

Tax Expense / (Credit)

(10.88)

(0.82)

(9.83)

(2.70)

Profit/lLoss) for the year

(100.17)

14.35

(101.69)

(3.60)

Other comprehensive income for the year, net of tax

3.05

0.45

2.73

0.24

Total comprehensive income for the year, net of tax

(97.12)

14.80

(98.99)

(3.37)

Add: Balance in Profit & Loss Account

466.08

455.23

440.65

447.77

Profit/(Loss) Available for Appropriation

368.95

470.03

342.08

444.60

Appropriations:

Dividend paid

3.96

3.95

3.96

3.95

Closing Balance

364.99

466.08

338.12

440.65

PERFORMANCE REVIEW

FY 2025-26 was yet another challenging year for the Company. The volumes in roofing and ESBS business segments dropped during the year under review and the revenue from operations declined by 20% over previous year on a standalone basis and by 18% on a consolidated basis. The Company took various initiatives for cost reduction, as a result of which, total expenses were reduced by 16% and 13% on standalone and consolidated basis respectively as compared to previous year. Due to decline in revenue and the net effect of Rs. 42 crores on account of exceptional items, the Company has incurred a loss of Rs. 100.17 crores for the year ended March 31, 2026 as compared to the profit of Rs. 14.35 crores in previous year, on a standalone basis. At a consolidated level, the Company suffered loss of Rs. 101.69 crores for the year ended March 31,2026 as compared to the loss of Rs. 3.60 crores in previous year. More details on the financial and operational performance are provided in the Management Discussion and Analysis Report.

DIVIDEND

Continuing the past track record of final dividend, the Board of Directors ("Board") of the Company has recommended a final dividend @ 10% i.e. Re. 1/- per equity share of face value of Rs. 10/- each for the financial year ended March 31, 2026, out of retained earnings, subject to the approval of the members of the Company at the ensuing Annual General Meeting ("AGM") of the Company. The final dividend, if approved by the members of the Company, shall be paid within 30 days from the date of AGM to those members whose names appear in the register of members/ list of beneficial owners as on the Record Date. The said final dividend is based on the parameters outlined in the Dividend Distribution Policy adopted by the Company.

Pursuant to the Income-tax Act, 2025, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders of the Company. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source. For further details about TDS on Final Dividend, members are requested to refer "Annexure III" of the Notice of Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy approved by the Board of the Company is uploaded on the website of the Company at the weblink https://www.everestind.com/public/storage/codes-and-policies/November2022/T6v1LE6DlXqnmbsURXQs.pdf

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during the financial year ended March 31,2026.

SHARE CAPITAL

As on March 31, 2026, the authorised share capital of the Company stood at Rs. 17,05,00,000/- comprising of 1,70,50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Company was Rs. 15,85,57,540/-comprising of 1,58,55,754 equity shares of face value of Rs. 10/- each.

During the year under review, the issued, subscribed and paid-up Share Capital of the Company increased from Rs. 15,81,98,800/- to Rs. 15,85,57,540/- due to the allotment of 35,874 equity shares of face value of Rs. 10/- each of the Company to the employees of the Company pursuant to the exercise of stock options under the Employees Stock Option Scheme - 2021.

During FY 2025-26, the Company has not issued any equity shares with differential voting rights, warrants or sweat equity shares.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there were no material departures;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit/(loss) of the Company for the year ended March 31,2026;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements of the Company for the financial year ended March 31, 2026 are prepared on a 'going concern' basis;

e) internal financial controls to be followed by the Company have been laid down and such internal financial controls were adequate and operating effectively during the year ended March 31,2026;

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively during the year ended March 31,2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Rajesh Joshi (DIN: 08855031), resigned from the position of Managing Director and CEQ of the Company with effect from close of business hours on September 12, 2025 due to personal reasons.

Further, pursuant to the recommendation of Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company at its meeting held on August 4, 2025, the members of the Company at the Annual General Meeting of the Company held on September 18, 2025 approved the appointment of Mr. Hemant Khurana (DIN: 08652827) as a Managing Director & Chief Executive Officer of the Company for a period of 3 (three) consecutive years with effect from September 13, 2025.

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("Act"), Ms. Padmini Sekhsaria (DIN: 00046486), Non-Executive Non-Independent Director (Vice Chairperson) of the Company, retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers herself for the re-appointment. The Board of Directors of the Company recommends her re-appointment as a Director of the Company, liable to retire by rotation. As per Secretarial Standard - 2 of the Institute of Company Secretaries of India (ICSI) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), brief profile and other related information of Ms. Padmini Sekhsaria is provided in the Notice of ensuing AGM.

Key Managerial Personnel

As on April 1,2025, Mr. Rajesh Joshi, Managing Director & CEQ and Ms. Amruta Avasare, Company Secretary were the Key Managerial Personnel of the Company under the provisions of Section 203 of the Companies Act, 2013. During the financial year under review, the following changes took place in the positions of the Key Managerial Personnel of the Company:

1. Mr. Arpit Kumar Nagori held the position of Chief Financial Officer of the Company in the interim capacity from April 1, 2025 till close of working hours of June 2, 2025.

2. Mr. Rajesh Gagrani was appointed as a Chief Financial Officer of the Company w.e.f. June 2, 2025.

3. Mr. Rajesh Joshi ceased to be a Key Managerial Personnel of the Company w.e.f. September 12, 2025 and Mr. Hemant Khurana (DIN: 08652827), Managing Director & CEO has been a KMP of the Company w.e.f. September 13, 2025.

As on March 31, 2026, Mr. Hemant Khurana, Managing Director & CEO, Mr. Rajesh Gagrani, Chief Financial Officer and Ms. Amruta Avasare, Company Secretary were the Key Managerial Personnel of the Company under the provisions of Section 203 of the Companies Act, 2013.

DECLARATIONS FROM INDEPENDENT DIRECTORS

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

In terms of Section 150 of the Companies Act, 2013, all the Independent Directors of the Company have registered themselves in the databank maintained with the Indian Institute of Corporate Affairs and have confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 including the Proficiency Test.

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

BOARD EVALUATION

Pursuant to the provisions of Section 178 of the Act and regulation 17 (10) of the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of all the Directors individually. The evaluation exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as adequacy of the composition of the Board, effectiveness of board process, information and functioning, leadership attribute of directors through vision and values, strategic thinking and decision making etc. The Board reviewed performance of individual directors on the basis of criteria such as contribution of individual directors to the Board & committee meetings, preparedness on the matters to be discussed, inputs on minutes and expression of opinion in meetings. The evaluation sheets in the form of online structured google forms, based on SEBI Guidance Note dated January 5, 2017, containing the parameters of performance evaluation along with rating scale were circulated to all the Directors. The Directors rated the performance against each criteria. Thereafter, the consolidated score was arrived.

The performance evaluation of the Independent Directors, Chairman, Vice Chairperson and Managing Director was done by the entire Board excluding the Directors being evaluated. Further, at a separate meeting of the Independent Directors of the Company held on March 9, 2026, the performance evaluation of the Chairman of the Board was carried out by other Independent Directors taking into account views of NonIndependent Director and the performance evaluation of the Vice Chairperson and Managing Director was also carried out through structured google forms. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and the Board as a whole.

NUMBER OF BOARD MEETINGS & COMMITTEE MEETINGS

The Board met eight (8) times during the year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive board meetings was within the period prescribed under the Act and Listing Regulations. More details on the Board and committee meetings are provided in the Corporate Governance Report that forms part of this Annual Report.

AUDIT COMMITTEE

During the FY 2025-26, Mr. Rajesh Joshi, Managing Director & CEO ceased to be a member of the Audit Committee of the Company with effect from close of business hours on September 12, 2025 and Mr. Hemant Khurana was appointed

as a member of the Audit Committee w.e.f. September 13,

2025. Thus, the Audit Committee was re-constituted with the said changes.

The re-constituted Audit Committee consists of Mr. Rajendra ChitaLe (Independent Director) as Chairman and Mr. Anant Tatauticar (Independent Director), Mr. Ashok Kumar Barat (Independent Director) and Mr. Hemant Khurana (Managing Director & CEO) as members of the committee. More details on the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

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

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee (NRC) has framed a Nomination, Remuneration and Board Diversity Policy which Lays down the criteria for appointment and remuneration of Directors and guides organisation's approach towards Board Diversity. No changes were made in the said policy during FY 2025-26.

The Nomination, Remuneration and Board Diversity Policy is available on the website of the Company at the web-Link https://www.everestind.com/pubtic/storage/codes-and-poLicies/November2022/GkVe2kvczIvHcAqz1gMV.pdf. More detaiLs are provided in the Corporate Governance Report forming part of the AnnuaL Report.

HOLDING COMPANY, SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

FaLak Investment Private Limited, Promoter of the Company is the HoLding Company of the Company with a stake of 50.22% of the paid-up share capital of the Company as on March 31,

2026.

As on March 31, 2026, the Company has 4 WhoLLy Owned Subsidiaries (WOS) viz. Everest BuiLding Products Private Limited, Everestind FZE, Everest BuiLdpro Private Limited and Everest SteeL BuiLding Private Limited. Further, Everest Foundation (EF) is a Section 8 Company Limited by guarantee for CSR activities of the Company.

Everest BuiLding Products (EBP) mainLy operates as a HoLding Company for its WhoLLy Owned Subsidiary in UAE. During FY 2025-26, EBP suffered a net Loss of ' 16,000/-.

Everestind FZE is a whoLLy owned subsidiary of Everest BuiLding Products operating in UAE. Everestind FZE is invoLved in the trading of Company's products in the MiddLe East and foreign markets. During FY 2025-26, revenue from operations of Everestind FZE was Rs.2432.75 Lakhs as against Rs. 1499.26

Lakhs showing an increase of 62% against previous year. Everestind FZE earned profit of Rs. 92.27 Lakhs for FY 2025-26 as against profit of Rs. 28.45 Lakhs for previous year, showing an significant increase of 224%.

Everest BuiLdpro Private Limited (EBPL), a whoLLy owned subsidiary of the Company, is in the business of manufacturing Boards and paneLs of the Company and has its pLant situated at Chamarajanagar, Karnataka. FY 2025-26 was the second year of operations of the Company. During the financiaL year ended March 31, 2026, the Company earned totaL revenue from operations of Rs. 5,793.31 Lakhs from the saLe of boards and paneLs as compared to Rs. 1,568.47 Lakhs showing an increase of 27%. However, there has been an increase in the cost of materiaL consumed, empLoyee benefit expense, finance cost and other expenses. The totaL expenses for the year ended March 31, 2026 was Rs. 8,867.97 Lakhs as compared to Rs. 2,959.14 Lakhs in the previous year. The Company suffered Loss after tax of Rs. 3,201.64 Lakhs for the financiaL year ended March 31,2026. During the year under review, the Company has been aLLotted Land at Matia, GoaLpara, Assam for setting up new Fibre Cement Board by Assam IndustriaL DeveLopment Corporation.

Everest SteeL BuiLding Private Limited (ESBPL), a whoLLy owned subsidiary of the Company was incorporated on May 26, 2023 for manufacturing Pre-engineered SteeL BuiLding (PEB). The Company has not yet started its commerciaL operations as the setting up of manufacturing pLant of PEB at R. Ananthapur has been deferred to F.Y. 2026 - 27. Hence, there is no income for the year ended March 31, 2026 and the Company suffered Loss after tax of Rs. 70.62 Lakhs for the year ended March 31,2026.

In terms of proviso to sub-section (3) of Section 129 of the Act, the saLient features of the audited financiaL statements of the subsidiaries for the financiaL year ended March 31,2026 are set out in the prescribed Form AOC-1, which forms part of the Board's Report as ANNEXURE-1. During the financiaL year 2025-26, the Company does not have any associate or joint venture under the provisions of the Act. The Audited FinanciaL Statements of the subsidiaries of the Company for year ended March 31, 2026 are hosted on the Company's website at https://www.everestind.com/investor-reLations/ subsidiaries-financiaL-statements.

Pursuant to the ReguLation 16 of the Listing ReguLations, during FY 2025-26, the Company does not have any materiaL subsidiary. However, the Company has adopted a poLicy on materiaL subsidiaries, which can be accessed at the web-Link at https://www.everestind.com/pubLic/storage/codes-and-poLicies/ApriL2026/PPAu0mkkoeVXb04837eP.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The ConsoLidated FinanciaL Statements of the Company and its subsidiaries are prepared in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) RuLes, 2015 and the Companies Act, 2013. The Audited ConsoLidated FinanciaL Statements of the Company for the year ended March 31, 2026 aLong with the Auditors' Report forms part of this AnnuaL Report.

The audited financiaL statements of Everest BuiLding Products Private Limited, Everestind FZE, Everest BuiLdpro Private Limited, Everest SteeL BuiLding Private Limited, whoLLy owned subsidiaries and Everest Foundation for the year ended March 31, 2026 have been consoLidated in the audited consoLidated financiaL statements of the Company for the year ended March

31.2026.

The Audited StandaLone and ConsoLidated FinanciaL Statements of the Company and subsidiaries and EF for the year ended March 31,2026 are avaiLabLe on the website of the Company at https://www.everestind.com/investor-reLations/ subsidiaries-financiaL-statements. Further, a copy of the Audited FinanciaL Statements of the subsidiaries and EF shaLL be made avaiLabLe for inspection eLectronicaLLy or at the registered office of the Company during business hours on any working day upto the date of AnnuaL GeneraL Meeting. Any sharehoLder interested in obtaining a copy of the FinanciaL Statements of the subsidiaries shaLL make specific request in writing to the Company Secretary.

DEPOSITS

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

31.2026.

DiscLosure reLating to Loans and advances as required under para A of ScheduLe V of the Listing ReguLations are furnished separateLy in the notes to the financiaL statements. Further during FY 2025-26, there are no transactions of the Company with any person or entity beLonging to the promoter/ promoter group which hoLds 10% or more sharehoLding of the Company.

RELATED PARTY TRANSACTIONS

ALL ReLated Party Transactions (RPTs) entered during FY 202526 were on arm's Length basis and in the ordinary course of business and in compLiance with the appLicabLe provisions of the Companies Act, 2013 and the Listing ReguLations. During the year under review, majority reLated party transactions were with whoLLy owned subsidiaries of the Company. The Company did not enter into any materiaL RPT under the provisions of Section 188 of the Act and Listing ReguLations. Hence, the

discLosure of RPTs, as required under Section 134(3) (h) of the Companies Act, 2013 in the Form AOC-2 is not appLicabLe to the Company and does not form part of this report.

The Company has in pLace a process for approvaL of RPT and deaLing with RPT. As per the process, necessary detaiLs for each of the RPT as appLicabLe aLong with justification are provided to the Audit Committee as per the poLicy on MateriaLity of RPT and on deaLing with RPT. The prior approvaL of the Audit Committee was obtained for aLL ReLated Party Transactions. A statement of aLL ReLated Party Transactions was reviewed by the Audit Committee on a quarterLy basis.

During FY 2025-26, certain changes were made in the PoLicy on MateriaLity of ReLated Party Transactions and on deaLing with ReLated Party Transactions and said poLicy has been upLoaded on the Company's website at https://www.everestind.com/ pubLic/pdfs/PoLicvonMateriaLitvofRPT andondeaLingwith RPT of Everest.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

CSR activities of the Company are carried out through Everest Foundation (Section 8 company). Pursuant to the recommendation of CSR Committee, the Board has approved a CSR PoLicy which can be accessed on the Company's website www.everestind.com at the web-Link https://www.everestind. com/pubLic/storage/codes-and-poLicies/February2025/ S2iOQID2m9PjR26c3JuW.pdf

The Company has identified three focus areas/piLLars for CSR which are as under:

• Education and Sports

• LiveLihood

• HeaLth and Environment

The Company aLso undertakes other need-based initiatives in compLiance with ScheduLe VII to the Act. EmpLoyee voLunteering continuous to be a vitaL component of the Company's CSR efforts.

The funds disbursed for CSR reLated activities have been utiLized for the purpose and in the manner recommended by the CSR Committee and approved by the Board of Directors of the Company for FY 2025- 26. Further, the Certificate to the aforesaid effect has been given by the Chief FinanciaL Officer of the Company.

The Annual Report on CSR activities for the financial year 2025-26 in the prescribed format is annexed as ANNEXURE-2 to this Board's Report. Further, more details of CSR activities are provided in the Management Discussion and Analysis Report and Annual Report.

EMPLOYEES STOCK OPTION SCHEMES

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

During the year under review, the Employee Stock Option Scheme- 2021 ("ESOS-2021"/ "Scheme") is in force pursuant to the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. At the Annual General Meeting of the Company held on September 18, 2025, the members of the Company have approved certain changes in ESOS-2021 and the same have been specified in the Annexure -3 of the Board's Report. The changes were in compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2026 with regard to the Employees' Stock Option Schemes (ESOS) are provided in ANNEXURE-3 in the Board's Report and may be accessed on the Company's website at the link www.everestind.com/investor-relations/ shareholders-information.

The Company has received certificate from M/s. Parikh & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company that the ESOS -2021 Scheme has been implemented in compliance with the provisions of the Securities & Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and as per the special resolution passed by the members of the Company in the Annual General Meeting. The Certificate shall be available for inspection by the members of the Company during the 93rd Annual General Meeting of the Company.

STATUTORY AUDITORS

S R B C & Co. LLP, Chartered Accountants (Registration No. 324982E/E300003), were re-appointed as the Statutory Auditors of the Company to hold office for a second term of five consecutive years from the conclusion of 88th Annual General Meeting of the Company held on August 25, 2021 till the conclusion of the 93rd Annual General Meeting of the Company. Thus, the second term of S R B C & Co. LLP, is ending on the conclusion of the ensuing Annual General Meeting of the Company.

Pursuant to provisions of the Section 139 of the Companies Act, 2013 and pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on March 26, 2026 has approved and recommended to the members of the Company, the appointment of M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/ N500016) as the Statutory Auditors of the Company for the first term of five (5) consecutive years effective from the conclusion of ensuing 93rd AGM of the Company till the conclusion of the 98th AGM to be held in the year 2031. The Company has received the written consent and a certificate from M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants that the firm satisfies the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. As required under Regulation 33(1)(d) of Listing Regulations, they hold a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India. The resolution for the proposed appointment of M/s Price Waterhouse Chartered Accountants LLP is placed before the Members of the Company for their approval at the 93 rd Annual General Meeting of the Company. The brief profile and other details of M/s Price Waterhouse Chartered Accountants LLP are mentioned in the Notice of the AGM of the Company.

AUDITORS' REPORTS

The Auditors' Reports on the audited standalone and consolidated financial statements for the year ended March 31, 2026 forms an integral part of this Annual Report. The Auditors' Reports does not contain any qualifications, reservations, adverse remarks or disclaimer. Notes to the Financial Statements are self explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any incident of fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force) during the year under review.

COST AUDITORS

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

For FY 2025-26, R. Nanabhoy & Co., Cost Accountants were appointed as the Cost Auditors of the Company to audit the cost records of the Company. On the recommendation of the Audit Committee, the Board of Directors of the Company at its

meeting held on May 26, 2026 re-appointed M/s. R. Nanabhoy & Co., Cost Accountants (FRN No. 000010) as the Cost Auditors of the Company to audit the cost records of the Company for the financial year 2026-27 under the provisions of section 148 of the Companies Act, 2013.

M/s. R. Nanabhoy & Co. have confirmed that their appointment is within the limits of section 141 of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013. The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. R. Nanabhoy & Co., Cost Auditors to audit the cost records of the Company for the financial year 2026-27 is included in the Notice convening the 93rd Annual General Meeting.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

Pursuant to the amendments in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, at the Annual General Meeting of the Company held on September 18, 2025, the members of the Company had appointed Parikh & Associates (Firm Registration Number: P1988MH009800, Peer Review No.: 6556/2025), Practicing Company Secretaries as Secretarial Auditors of the Company for the first term of five consecutive years to conduct the Secretarial Audit of the Company from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the financial year 2025-26 issued by Parikh & Associates, Secretarial Auditors of the Company in Form MR-3 is attached as ANNEXURE-4 to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the year ended March 31,2026 of all the applicable compliances as per SEBI Regulations and circulars/guidelines issued thereunder from Parikh & Associates. The Annual Secretarial Compliance Report for the year ended March 31, 2026 duly issued by Parikh & Associates, has been submitted to the Stock Exchanges. The said report does not contain any adverse remarks and the Company has complied with the provisions of SEBI Regulations and circulars/guidelines issued thereunder.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES

There is no Material Unlisted Indian Subsidiary of the Company as on March 31, 2026 and hence, the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the FY 2025-26.

SECRETARIAL STANDARDS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Act read with rules made thereunder and the Listing Regulations, the Company has in place a vigil mechanism for Directors, employees, vendors, customers and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud, violation of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against victimization of Whistle Blower and also provides whistle blowers direct access to the Chairman of the Audit Committee. A dedicated helpline "Ethics Helpline" has been setup which is managed by an independent professional organization. Whistle blower can raise the concern/ make protected disclosure through e-mail/ toll free number/ whatsapp number/ Fax number/ address to the said helpline, details of which are provided in the Corporate Governance Report.

The Ethics Committee conducts investigation of the whistle blower complaints. A quarterly report on the complaints under whistle blower policy is placed before the Audit Committee for its review.

The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company's website at https://www.everestind. com/public/storage/codes-and-policies/February2025/ y5d2EkGekGs8EmVOnUHK.pdf.

RISK MANAGEMENT

The Company recognises that risk is an integral part of the business and is committed to manage the risks in a proactive and efficient manner. The Company continued to strengthen its comprehensive system to promptly identify risks, assess their materiality and take measures to minimize their likelihood and losses. The Company has formulated a Risk Management Policy for risk identification, assessment and mitigation. Further, the Risk Management Committee (RMC) is duly constituted. RMC meets at regular intervals and discuss on the risk management and strategies. A presentation is made by the Chief Risk Officer (CRO) at RMC meetings.

The internal Audit Reports and risk management framework are reviewed by the Audit Committee. For details on the Risk Management, please refer Corporate Governance Report and Management Discussion and Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls and such internal financial controls were adequate and operating effectively. The Company also has in place adequate internal financial controls with reference to the financial statements commensurate with the size, scale and complexity of its operations. The Audit Committee reviews internal audit reports presented by the Internal Auditors at every audit committee meeting. It maintains constant dialogue with Statutory and Internal Auditors to ensure that internal control systems are operating effectively. For more details, refer to the 'Internal control systems and their adequacy' section in the Management Discussion and Analysis, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of the corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India ("SEBI"). A separate Report on the Corporate Governance for the year ended March 31, 2026 along with a certificate from M/s Parikh & Associates, Practicing Company Secretaries on the compliance with the conditions of the Corporate Governance as stipulated under Listing Regulations is provided as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on the industry trends, company's performance, future outlook, opportunities and threats for the year ended March 31, 2026, is provided in a separate section forming integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company does not fall under the Top 1,000 Companies as per market capitalisation as on December 31, 2025. However, due to Regulation 3(2A) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is required to comply with the provisions of Business Responsibility and Sustainability Report (BRSR) for 3 consecutive financial years. Accordingly, BRSR for the year ended March 31, 2026, as stipulated under Regulation 34 of Listing Regulations is provided separately as a part of this Annual Report.

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

The details of loans given, guarantees or securities provided and investments made by the Company under the provisions of Section 186 of the Act during the year ended March 31,2026 are disclosed in the Notes to the Audited Standalone Financial Statements of the Company. During FY 2025-26, the Company has given loan to its wholly owned subsidiaries, Everest Buildpro Private Limited and Everest Steel Building Private Limited for business purpose and has made investment in the equity shares of Everest Buildpro Private Limited, wholly owned subsidiary and in the equity shares of other companies. However, no corporate guarantee was provided during the year under review.

ANNUAL RETURN

The Annual Returns as required under Section 92 and Section 134 of the Companies Act, 2013 read with rules made thereunder for FY 2024-25 and FY 2025-26 are available on the Company's website at the link www.everestind.com/investor-relations/annual-returns.

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz. Details of top ten employees of the Company in terms of remuneration drawn during FY 2025-26 and particulars of employees drawing remuneration in excess of the limits specified in Rule 5(2) of the said rules is provided in the Annexure forming part of this Report. As per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members of the Company excluding the said Annexure. Any member interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company. The said annexure will be available for inspection by the members at the Registered Office of the Company twenty-one days before and upto the date of ensuing Annual General Meeting during the business hours on working day.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 for the year ended March 31,2026 are provided in the ANNEXURE-6 to the Board's Report.

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

The Company always endeavours and provides conducive work environment that is free from discrimination and harassment including sexual harassment. The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. Continuous awareness in this area has been created through POSH training and awareness programs. The Company has set up an Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") at all locations to redress the complaints relating to sexual harassment at workplace and the Company has complied with the provisions relating to the constitution of IC under the POSH Act. During the year under review, one complaint was received by the IC and the same was investigated and resolved within the prescribed timeline of 90 days as per the provisions of the POSH Act. No complaint was pending as on March 31,2026.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company remains committed to enduring a safe and supportive work environment for all women employees and complies with the provisions of the Maternity Benefit Act, 1961 and the rule framed thereunder for the year ended March 31,2026.

HUMAN RESOURCES

The Company has continuously adopted structures that help to attract best external talent and promote internal talent to higher roles and responsibilities. Everest's peoplecentric focus providing an open work environment, fostering continuous improvement and development helped several employees realise their career aspirations during the year. More details on HR are provided in the MDA which forms part of this Annual Report.

INDUSTRIAL RELATIONS

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

ENVIRONMENT, HEALTH AND SAFETY (EHS)

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

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2025-26 and the date of this report.

GENERAL

Your Directors state that:

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

2. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that during the year 2025-26, there was no application made and proceeding initiated/pending by any Financial and/or Operational Creditor against the Company under the Insolvency and Bankruptcy Code, 2016 and no proceeding is pending under the said code.

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

ACKNOWLEDGEMENTS

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

Your Directors wish to place on record their sincere appreciation for the services rendered by the Company's employees across all Plants, Zones and Offices.