Directors Report of Crompton Greaves Consumer Electricals Ltd.

Mar 31, 2025

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:

(H in Crore)
Â	Consolidated		Standalone
Particulars	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	7,863.55	7,312.81	7,028.29	6,388.38
Other Income	68.83	67.39	63.20	60.34
Total Income	7,932.38	7,380.20	7,091.49	6,448.72
Profit before Tax	756.21	573.07	755.59	611.04
Tax Expenses	192.13	131.29	192.41	144.59
Profit for the year	564.08	441.78	563.18	466.45
Attributable to owners of the Company	555.95	439.92	563.18	466.45
Non-controlling Interest	8.13	1.86	-	-
Other Comprehensive Income (OCI)	(1.56)	(0.30)	(2.12)	0.55
Total Comprehensive Income	562.52	441.48	561.06	467.00
Owners of the Company	554.25	439.83	561.06	467.00
Non-controlling Interest	8.27	1.65	-	-
Opening Balance in retained earnings	2,432.67	2,181.73	2,638.62	2,361.15
Amount available for appropriations Appropriations	2,990.49	2,624.57	3,203.67	2,380.52
Final Dividend Paid for 2023-24	(192.97)	-	(192.97)	-
Final Dividend Paid for 2022-23	-	(191.90)	-	(191.90)
Closing balance in retained earnings	2,797.52	2,432.67	3,010.70	2,638.62

Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. As a result, the Company will make the payment of the final dividend after deduction of tax at source at applicable rates.

5.    Transfer to reserves

Your Directors do not propose to transfer any amount to the General Reserve

6.    Debenture Redemption Reserve

Pursuant to Rule 18 of Companies (Share Capital and Debentures) Rules, 2014, the Company is not required to maintain Debenture Redemption Reserve (“DRR”).

Further, as required under SEBI Circular SEBI/ HO/ MIRSD/ CRADT/ CIR/ P/ 2020/ 207 dated October 22, 2020, your Company has created Recovery Expense Fund in respect of outstanding debentures.

7.    Management Discussion & Analysis Report (“MDA”)

In terms of the provisions of Regulation 34 read with Schedule V(B) of the SEBI Listing Regulations a detailed report on MDA forms an integral part of this Integrated Annual Report and gives an update, inter alia, on the following matters:

>    Economic Overview

>    Industry Overview

>    Key Growth Drivers

>    Company Overview

>    Manufacturing

>    Innovation Centre

>    Marketing

>    Supply Chain

>    Quality

>    People

>    Sustainability

>    Risk Management

 

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:

The ratings reflect your Company’s diversified business risk profile, established brand, leading position in multiple consumer durable segments and strong growth prospects, driven by focus on brand building and consumer sentiments.

 

Instrument(s)	Rating Agency	_Ratings^^J	Outlook	Â
Non-convertible Debentures (“NCDs”)	CRISIL	CRISIL AA+	Stable	Â
Long-Term	India Ratings & Research	IND AA+	Stable	Â
Short-Term	India Ratings & Research	IND AA+/ IND A1+	Stable	Â
Â	Â	Â	Â

 

Name of ESOP Scheme(s)	No. of Shares
Crompton Employee Stock Option Scheme -2016 (ESOP 2016)	4,05,788
Crompton Employee Stock Option Scheme - 2019 (ESOP 2019)	2,96,396
Crompton Performance Share Plan - 1 - 2016 (PSP 1 2016)	Nil*
Crompton Performance Share Plan - 2 - 2016 (PSP 2 2016)	Nil*
Total 7,02,184 * All the shares under PSP 1 2016 & PSP 2 2016 are completely alloted and there are no pending allotments as on the date of the report

 

8. Share Capital

8.1 Paid-up capital:

During the year under review, your Company has made following allotments pursuant to the exercise of options by eligible employees under various ESOP schemes:

 

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. [email protected]. 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:

>    Performance of NonIndependent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors;

>    The entire Board

discussed the findings of the evaluation with the Independent Director(s) and also evaluated the performance of the Individual    Director(s)

including the MD & CEO, the Board as a whole and all the Committee(s) of the Board; and

>    As an outcome of the above process, individual feedback was shared with each Director.

The Board Evaluation discussion was focused on how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. The Board was in regular meetings apprised of relevant business issues and related opportunities and risks. The evaluation exercise was designed to go into various aspects of its functioning and that of its Committees such as structure, composition, conduct of meetings, and interaction with management and what needs to be done to further augment the effectiveness of the Board’s functioning.

Questionnaires on the functioning of the Board and information flow, peer

 

evaluation of Directors, evaluation of the MD and performance of Committees were filled in by all directors. In addition, the Chairman of the N&RC conducted 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 Independent Directors. Thereafter, the following process was followed:

1.    A separate meeting of Independent Directors discussed the findings and arrived at a set of recommendations for improving the functioning of the Board as a whole. These recommendations were then discussed in the Board and a programme was adopted to bring about the changes. These changes have been , by and large, effectively carried out.

2.    It was decided that the Committees would discuss the recommendations pertaining to them and arrive at an action plan.

3.    As an outcome of the above process, it was decided that, as before, the Chairman of the Board would provide individual feedback to each Director.

The Board’s overall assessment indicated that it was operating cohesively, including its

 

18. Number of meetings of the Board & its Committee(s)

18.1 Board Meeting(s)

The Board meets at regular intervals to discuss and decide on the Company’s/ business policy and strategy. The Board exhibits strong operational oversight with regular presentations in quarterly meetings.

The Board and Committee Meeting(s) are scheduled in advance, with a tentative annual calendar circulated to the Director(s) well ahead of time to allow for effective planning and participation. In instances of business exigencies, the Board also approves certain proposals through circulation, ensuring timely decision-making to address urgent business requirements.

The Board of Directors met 8 (Eight) times during the Financial Year 2024-25. The intervening gap between the meetings was within the period prescribed under the Act

 

Annual Report. The bifurcation of fixed pay and variable pay for MD & CEO as on March 31, 2025, is as under:

 

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.

Committee, pursuant to which Mr. P R Ramesh ceased to be the Chairman but continued as a Member of the Committee with effect from December 27, 2024, and Mr. Sanjiv Kakkar was appointed as the Member and Chairman of the Committee with effect from December 28, 2024.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

18.18.2 Nomination & Remuneration Committee (“N&RC”)

As on the date of this report, the N&RC comprises of 3 (Three) Members. The Committee is chaired by Mr. P M Murty (Non-Executive, Independent Director). The other Members of the Committee are Mr. D Sundaram (Non-Executive, Independent Director) and Ms. Smita Anand (Non-Executive, Independent Director). Details of the role and responsibilities of the N&RC, 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.

N&RC is responsible for inter alia, recommendation and approval of appointment and remuneration of the Directors, KMPs and SMPs. The Committee also acts as the Compensation Committee for the purpose of administration of the several Employee Stock Option Plans and Performance Share-Based plans, as amended from time to time. N&RC is also entrusted with the responsibility of framing the criteria for evaluation of the individual Director(s), Chairperson

 

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.

RMC assists the Board in monitoring and reviewing the risk management plan and implementation of the risk management and mitigation framework of the Company. The main objective of the RMC is to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of risks including risks related to cyber security.

The Risk Management Policy is available on the website of the Company and can be accessed at https:// reports.crompton.co.in/ shopify/public/files/SqLFuZNXly Risk-Manaqement-Policy-1.pdf

19. Risk Management Framework

The Company’s Board of Directors have delegated the responsibility of formulating, implementing, and monitoring the risk management plan to the RMC. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

A business-centric approach to risk management is used to identify potential risks. Based on materiality of the risk, response strategies are developed and assigned to concerned risk owner. Head of risk management works closely with all business and functional team in carrying out identification, evaluation, monitoring and reporting of risk response, under the guidance of Leadership Council. Update on risk management is presented before RMC Committee at least twice a year.

 

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. [email protected] or to the Company’s Registrar and Transfer Agent (“RTA”), [email protected] 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,

maintained cost accounts and records in the prescribed manner. The records maintained by the Company under Section 148 of the Act are required to be audited by a Cost Accountant.

The Board of Directors of the Company at their meeting held on May 15, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s. Ashwin Solanki & Associates, Cost Accountants (Firm Registration Number 100392) as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the Financial Year 2025-26. The Company has received a certificate from M/s. Ashwin Solanki & Associates, confirming their consent and that they are not disqualified from being appointed as the Cost Auditors of the Company. A remuneration of I 6,50,000 (Rupees Six Lakhs Fifty Thousand Only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the ensuing AGM. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for Financial Year 2025-26 shall be placed at the ensuing AGM.

M/s. Ashwin Solanki & Associates have affirmed that the cost records for the Financial Year ending March 31, 2025, comply with all requirements under Section 141(3) and the proviso to Section 148(3), read along with Section 141(4) of the Act, without any disqualifications. They have also confirmed their independence.

 

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. [email protected]

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

fan creating a soothing atmosphere. Compact design and Superior performance is the perfect way to describe Niteo.

Fluido    Wave:    Mirroring

the design principles of neo-futurism, Fluido Wave is the perfect fan for a refined and uncluttered look. It’s unibody design gives it a beautiful, sculpted look. Fluido Wave is the newest 1-star addition to our fluidic design range. Its silent operation and anti-dust feature is the perfect example of how practicality and aesthetics can co-exist in harmony.

Superflo: A testament to our continuous research and technological improvement, the Company introduced India’s Highest Air Delivery Fan -Superflo with 260 CMM air delivery that is 25% more air delivery as compared to regular fans. Powered by Turbo Boost technology it has increased active blade surface area that contributes to its ultra-high air delivery. Its sleek blades and contemporary colours makes it the epitome of performance and style.

Cairo: The Luxian range introduces Cairo as the latest addition to our existing range of electroplated fans. With ActivPower technology the fan operates at 220 CMM and 370 RPM ensuring performance and style all in one. Its unique feature is a robust stationery bottom and wide blades that comes in electroplated and matte finishes. Cairo is the ideal choice for spaces that need a touch of vintage of sophistication.

Avancer Swirl: The Crompton Premion Avancer Swirl is a fan that effectively blends style and functionality to transform your space. Its swirl-like design was crafted to create a serene and calming atmosphere and

 

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

solutions, thoughtfully designed to meet the evolving needs of today’s home consumers. The range includes a wide variety of form factors—such as fixed, adjustable, deep-recessed, surface-mounted, and track-mounted options-available in multiple finishes to suit different home decor styles.

>    Your Company has introduced a range of decorative battens, designed with premium aesthetics to align with consumer preferences, delivering both indirect and direct illumination options to consumers.

>    Capitalizing on increasing movement of consumers from functionality to Decor and Style, your Company has launched a decorative range of wall lights and festive lights.

>    Your Company has expanded its presence to plug-&-play and lighting-adjacent categories.

>    To win in an increasingly competitive market and gain market share, your Company has launched a range of economy battens and ceiling lights.

B2B

>    Your Company has introduced

new products in road lighting, flood lighting, industrial lighting luminaire    range    with

upgraded    specifications

to cater to different applications.

>    Your company has introduced specially designed streetlights with improved optics for wider highways and expressways, enhancing visibility while significantly reducing energy consumption and the total cost of ownership for customers.

>    Your Company has introduced new range of high wattage

 

Annexure 8 which forms part of this Integrated Annual Report.

No employee has been issued stock options, during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant. The issuance of equity shares pursuant to exercise of stock options does not affect the profit and loss account of the Company, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable.

37. Employee Engagement

At Crompton, we prioritize employee engagement to build trust, enthusiasm, and a strong sense of belonging. This year, Company launched Pulse, our Employee Engagement Survey. In collaboration with Gallup Q12, the Company analyzed the results, held focus group discussions, and developed targeted action plans at both group and function levels. These plans were communicated company-wide and are being tracked through a robust governance system to ensure follow-through. This initiative has been key in enhancing the employee experience and identifying areas for improvement.

For more details, refer to Page 104 of this Integrated Annual Report.

Family Connect

To celebrate the milestone of moving into our new office, the Company welcomed the families of our Mumbai-based employees to our Head Office. More than just a relocation, it was a celebration of growth, teamwork, and the unwavering support of our extended Crompton

 

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.

proactive approach in ensuring safety performance.

A comprehensive EHS-based leading and lagging indicator dashboard is being prepared and followed across all manufacturing sites on a monthly basis to capture unit-wise KPI performance, facilitating proactive monitoring of safety metrics. Monthly EHS meetings are conducted to discuss unit performance, fostering collaboration and continuous improvement in safety practices. EHS meetings are being conducted to promote cross- learning between manufacturing units, focusing on conserving natural resources through initiatives like water and electricity consumption reduction, and effective management of hazardous wastes. Additionally, safety fronts including accident incident details with investigation report are discussed, along with onsite emergency and preparedness plan through conducting mock drill and fire drill on set frequency etc. ensuring a proactive approach to safety and environmental management.

A brief on EHS programmes of CGCEL is as under:

38.1 Environment - a green pursuit

Your Company is committed to fostering a culture of sustainable progress across the organization. Accordingly, Key Result Areas (KRAs) are identified and established, with monthly tracking based on leading and lagging indicators under EHS parameters.

Moreover, your Company is highly focused on reducing its carbon footprint by manufacturing world class energy efficient products

 

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

drills are conducted as per defined frequencies to ensure preparedness and swift response in the event of an emergency. During the Financial Year 2024-25, there were no reported major fire incidents across our organisation.

Regular safety walks and meetings are conducted, and a robust review mechanism ensures timely closure of open points. Periodic internal and external audits verify compliances and there were no fatalities for Financial Year 2024-25.

Organization is committed and sustaining the independent safety culture by implementing stringent EHS Policy, Corporate EHS specific 7 (Seven) standard operating procedures including Work Permit System (“WPS”) and contract safety management.

Regular interaction is facilitated through Safety Committee Meetings, while initiatives such as fire-safety drills, safety week celebration, and ongoing safety training to all employees begin with adequate induction. Internal plant safety audits are conducted, and all actions and recommendations are also recorded, evaluated and acted upon by respective EHS leaders.

Key Safety programs implemented during the year include:

>    Safety Task Force Actions continued by deploying the methodology of hierarchy of control to lower the machine risk from high risk to medium and low risk.

>    EHS Sub Committees formation

on various topics with cross functional    representation.

Includes Water conservation,

 

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.

During the year Company has received multiple awards towards its excellence in EHS which are as follows;
Award	Authority	Division/ Unit
Gold in Safety category	9th OHSSAI Annual HSE Excellence & ESG Global Awards 2024.	Fan-Kundaim, Goa and Pump- Ahilyanagar, Maharashtra plants
Safety category	ESG Global Awards 2024	Goa-Bethora Plant
Leader Award	OHSSAI Global Conclave & Annual Awards 2025	Kundiam and Pump Ahilyanagar
Workplace safety Excellence	Greentech Global Workplace Safety Awards 2024	Fan Division - Goa-Bethora Plant
Outstanding Performance in Safety Award	Green Triangle Society Safety Award 2024	Bethora - Goa Plant
Safety Professional Award	OHSSAI Global Conclave & Annual Awards 2025	Ahilyanagar and Kundaim

 

health center and accommodated with trained doctor and nurses.

Corporate EHS with the support of corporate HR has sustained the monthly health related training and awareness programmes with the support of expert doctors from    “Doc-Online”,    witnessing

excellent participation from ‘sales & non-sales’ employees in online presentation.

 

Your Company has chosen the grantmaking approach, strategically selecting the implementation partners with required expertise in their respective sector and strong community connection to effectively impact the lives of the end beneficiary. Aligned with its longterm commitment to create positive and shared value for its stakeholders, the CSR programmes address developmental priorities as identified by the Act, aiming to ignite a positive social change. The Company’s CSR initiatives have undergone significant evolution, primarily executed through

 

> 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

voting or otherwise as per Section 43(a)(ii) of the Act;

Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1) (d) of the Act;

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act;

The MD & CEO does not receive any remuneration or commission from any of its Subsidiaries;

No fraud has been reported by the Auditors to the Audit Committee or the Board;

Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement. There was no instance of onetime settlement with any Bank or Financial Institution;

There was no revision in the Financial Statements and Board’s Report of the Company during the year under review;

There has been no change in the nature of business of the Company as on the date of this report; and

There are no proceedings, either filed by the Company or filed against Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during Financial Year 2024-25.

 

>    Protection of minority Members from abusive actions by, or in the interest of, controlling Members acting either directly or indirectly, and effective means of redress;

>    To receive dividends and other corporate benefits like rights, bonus etc. once approved;

>    To inspect statutory registers and documents, including minutes books of the general meetings, as permitted under law; and

>    Any other rights as specified in the statutory enactments from time to time.

47. Acknowledgements

Your Director(s) place on records their deep appreciation to all the employees of the Company posted at all locations and levels for their whole-hearted efforts as well as collective dedication, commitment and contribution, which is vital in achieving the overall growth of the Company.

Your Director(s) would also like to thank the vendors, suppliers, bankers, financial institutions, employee unions, members, customers, dealers, Government authorities, Regulatory authorities, stock exchanges and all other business associates, consultants’ and other stakeholders for their continued cooperation and support

 

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.

---

Mar 31, 2024

The Board of Directors are pleased to present the Company''s 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, 2024.

1. STATE OF THE AFFAIRS OF THE COMPANY

The performance of the businesses are 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 Statements (Standalone & Consolidated) are as under:

(Rs. in Crore)
Particulars	Consolidated		Standalone
	F.Y. 2023-24	F.Y. 2022-23	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	7,312.81	6,869.61	6,388.38	5,809.31
Other Income	67.39	66.78	60.34	74.41
Total Income	7,380.20	6,936.39	6,448.72	5,883.72
Profit before Tax	573.07	612.15	611.04	594.31
Tax Expenses	131.29	135.75	144.59	118.75
Profit for the year	441.78	476.40	466.45	475.56
Attributable to owners of the Company	439.92	463.21	466.45	475.56
Non-controlling Interest	1.86	13.19	--	--
Other Comprehensive Income (OCI)	(0.30)	(2.34)	0.55	(1.31)
Total Comprehensive Income	441.48	474.06	467.00	474.25
Owners of the Company	439.83	461.04	467.00	474.25
Non-controlling Interest	1.65	13.02	--	--
Opening Balance in retained earnings	2181.73	1964.50	2361.15	1,967.19
Amount available for appropriations	2624.57	2,340.14	2380.52	2,519.57
Appropriations
Final Dividend Paid for 2022-23	(191.90)	--	(191.90)	--
Interim Dividend Paid for 2021-22	--	(158.41)	--	(158.41)
Closing balance in retained earnings	2432.67	2,181.73	2638.62	2,361.15

3. OVERVIEW/ OPERATIONS OF GROUP’S FINANCIAL PERFORMANCE

• Consolidated income, comprising Revenue from Operations and Other Income, for the year was I 7,380.20 Crore, 6.40% higher compared to I 6,936.39 Crore in Financial Year 2022-23.

• Total Consolidated Revenue from Operations for the year increased to I 7,312.81 Crore vis-a-vis I 6,869.61 Crore in Financial Year 2022-23.

• Consolidated Profit before Tax for the year was I 573.07 Crore vis-a-vis I 612.15 Crore in Financial Year 2022-23.

• Consolidated Profit after Tax for the year was I 441.78 Crore compared to I 476.40 Crore in Financial Year 2022-23.

• During the year under review, your Company''s export business experienced growth. This growth underscores your Company''s commitment to reach new customers 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

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 192.93 Crore, working out to be payout ratio of 41.14%, for the Financial Year ended March 31,2024.

The dividend, subject to the approval of the Members at the Annual General Meeting (“AGM”) to be held on Friday, July 26, 2024, 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. Wednesday, July 10, 2024.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

I n 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 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

5. TRANSFER TO RESERVES

Your Directors do not propose to transfer of any amount to the General Reserve.

6. DEBENTURE REDEMPTION RESERVE

Pursuant to Rule 18 of Companies (Share Capital and Debentures) Rules, 2014, the Company is not required to maintain Debenture Redemption Reserve (“DRR”).

Further, as required under SEBI Circular SEBI/ HO/ MIRSD/ CRADT/ CIR/ P/ 2020/ 207 dated October 22, 2020, your Company has created Recovery Expense Fund in respect of outstanding debentures.

7. MDA

I n terms of the provisions of Regulation 34 read with Schedule V(B) of the SEBI Listing Regulations report on MDA forms an integral part of this Integrated Annual Report and gives an update, inter alia, on the following matters:

• Economic Overview

• Industry Overview

• Key Growth Drivers

• Company Overview

• Manufacturing

• Research and Development

• Marketing

• Sustainability

• Supply Chain

• Quality

• People

• Opportunities

• Risk Management

8. SHARE CAPITAL

8.1 Paid-up capital:

During the year under review, your Company has made following allotments pursuant to the exercise of options by eligible employees under various ESOP schemes:

Sl. No.	Name of the ESOP Scheme	No. of Shares
1	Crompton Performance Share Plan - 1 - 2016 (PSP 1 2016)	44,10,033
2	Crompton Performance Share Plan - 2 - 2016 (PSP 2 2016)	23,27,297
3	Crompton Employee Stock Option Scheme - 2016 (ESOP 2016)	2,59,930
4	Crompton Employee Stock Option (ESOP 2019)	-
	Total	69,97,260

Accordingly, the total paid-up share capital of the Company as on March 31, 2024, stood at I 128.62 Crore divided into 64,31,06,979 equity shares of I 2.00 (Rupees Two Only) each.

Further, during the year under review your Company has granted 25,55,000 equity shares under ESOP 2019 scheme.

8.2 Authorised Capital

During the year under review, there was no change in the authorised capital of the Company.

Your Company has neither issued any shares with differential rights as to dividends, voting or otherwise nor issued any sweat equity shares during the year under review.

9. FINANCIAL LIQUIDITY

Consolidated cash and cash equivalent as on March 31, 2024, stood at I 172.06 Crore (Rupees One Hundred Seventy Two Crore and Six Lakh Only) vis-avis I 76.84 Crore (Rupees Seventy Six Crore and Eighty Four Lakh Only) in the previous year. The Company''s working capital management is robust and involves a well organised 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 the date of the report are as follows:

Instrument	Rating Agency	Rating	Outlook
Non-convertible Debentures (“NCDs”)	CRISIL	AA	Stable
Long-Term	India Ratings & Research	AA	Stable
Short-Term	India Ratings & Research	A1	Stable

The ratings reflects your Company''s diversified business risk profile, established brand, leading position in multiple consumer durable segments and strong growth prospects, driven by focus on brand building and consumer sentiments.

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 2022-23 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 31,2024.

Further, your 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 are 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 Company-wide trainings for all its employees. Additionally, e-learning modules have also been developed to keep employees informed of these policies. This not only ensures compliance and a well-regulated environment but also helps us achieve our organisational 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 facililated by automations and exception management.

Standardising processes for better decision-making

To ensure data and IT system security, your Company has implemented a Single Sign-On (“SSO”) feature for authorised access to the systems and applications.

Your Company is standardising processes across key functions such as Innovation, Design, Procurement and Quality for superior decision-making. Additionally, shared services for Accounts Payable process have been implemented to drive process improvement and facilitate better decision-making, with potential for expansion to other operational areas.

13.2 Internal Controls over Financial Reporting

The Company''s internal financial controls commensurates 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, ensure integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and prevention & detection of frauds & errors.

14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY (“WB Policy”)

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

Your Company has formulated a WB Policy which provides adequate safeguards against victimisation 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 of the Board.

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 of your Company 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 19, 2023.

Your Company has also initiated awareness sessions on WB Policy for all regular employees across regions and plants along with an e-training module for both regular and new employees. Your Company has also provided an e-mail ID and a toll free number to its employees and vendors for registering any WB complaint.

17 (Seventeen) Whistle-Blower complaints were received during the Financial Year 2023-24 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, 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, 2024, was I 1.98 Crore (including I 0.96 Crore as Other Income). Profit after Tax was I 0.65 Crore as compared to a profit of I 0.50 Crore in the previous year.

2. Nexustar Lighting Project Private Limited (CIN: U74999M H2019PTC318955)

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 31,2024, was I 2.24 Crore (including I 1.28 Crore as Other income) and Profit after Tax was I 1.00 Crore as compared to I 0.55 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)

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, 2024, ended was I 936.14 Crore (including I 4.86 Crore as Other Income) and Profit after Tax was I 7.39 Crore as compared to a profit of I 51.67 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 I ntegrated 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 open for inspection and are also available on the website of Company and can be accessed at https://www.crompton.co.in/pages/financial-reports#SubsidiariesFinancials

The Company shall provide free of cost a copy of the Financial Statements of its Subsidiary Companies to the Members upon their request.

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 eminent professionals with proven competence and integrity. They bring in vast experience and expertise, strategic guidance and strong leadership qualities.

17.1 Directorate

a. Appointments/ Re-appointments and Retirement by rotation

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee (“N&RC”) of your Company. The details of Nomination and Remuneration Policy is mentioned in the Report on Corporate Governance which forms part of this Section of this Integrated Annual Report. The N&RC policy is also available on the website of the Company and can be accessed at https://reports.crompton.co.in/shopify/public/ files/Fj46RqOSbO Nomination%20and%20 Remuneration%20Policv.pdf

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

• Appointment of Mr. Anil Chaudhry (DIN:03213517) and Mr. Sanjiv Kakkar (DIN:00591027) as Non- Executive Independent Directors

During the year under review, the Board of Directors of the Company at its meeting held on October 17, 2023, basis the recommendation of the N&RC of the Board and based on the evaluation of the balance of skills, knowledge, experience and expertise considered and approved the appointment of Mr. Anil Chaudhry (DIN:03213517) and Mr. Sanjiv Kakkar (DIN:00591027) as Additional Director (Non-Executive, Independent) for a period of 5 (Five consecutive years commencing from October 17, 2023, to October 16, 2028, who are not liable to retire by rotation.

The resolutions pertaining to the above appointments were duly approved by the Members of the Company, on December 19, 2023, by means of Postal Ballot, exclusively through remote e-Voting details of which have been provided in the Report on Corporate Governance which forms part of this Integrated Annual Report.

• Appointment of Mr. Promeet Ghosh as an Executive Director and as MD & CEO

Mr. Promeet Ghosh (DIN:03213517) was appointed as an Executive Director on the Board w.e.f. April 24, 2023, and assumed charge as the MD & CEO of the Company w.e.f. May 01, 2023, uptil April 30, 2028. The said appointment was subsequently approved by the Members at the 9^th AGM of the Company held on July 22, 2023.

• Re-appointment of Ms. Smita Anand (DIN:00059228) as a Non-Executive, Independent Director

The Board of Directors basis the recommendation of the N&RC of the Board and considering the positive outcome of performance evaluation and significant contributions made by Ms. Smita Anand (DIN:00059228) during her initial term as an Independent Director, re-appointed her for a second consecutive term of 5 (Five) years w.e.f. December 10, 2023. The said re-appointment was subsequently approved by the Members at the 9^th AGM of the Company held on July 22, 2023.

• Retirement by rotation and subsequent reappointment

I n 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 22, 2023.

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association, Mr. Shantanu Khosla (DIN:00059877) 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. Shantanu Khosla for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including profile of Mr. Shantanu Khosla is included separately in the Notice of AGM and Report on Corporate Governance, forming part of this Integrated Annual Report.

• Change in designation of Mr. Shantanu Khosla and Mr. D Sundaram

During the year under review, Mr. Shantanu Khosla, relinquished his position as the Company''s Managing Director w.e.f. April 30, 2023, and was subsequently elevated to the position of Executive Vice Chairman w.e.f. May 01, 2023, till April 30, 2024, and thereafter he assumed the position of Non-Executive Vice Chairman w.e.f. May 01,2024, till December 31,2025.

Mr. D Sundaram, Non-Executive Independent Director was appointed as the Chairman of the Board w.e.f. October 21,2023.

b. Retirement & Cessation

Mr. Mathew Job, Executive Director and Chief Executive Officer, had resigned from the position of Executive Director w.e.f. April 24, 2023, and as the Chief Executive Officer w.e.f. close of business hours on April 30, 2023, to pursue other career interests. Mr. Mathew Job confirmed that there was no other material reason other than those provided herein above. The Board recognised and expressed their gratitude for the exceptional leadership and contributions made by Mr. Job during his tenure as the Executive Director & Chief Executive Officer of the Company.

Mr. H M Nerurkar was appointed as a Non-Executive, Independent Director and Chairman of the Board for the first term of 5 (Five) consecutive years, w.e.f. January 25, 2016, to January 24, 2021, and further, was re-appointed for the second term w.e.f.

January 25, 2021, to October 20, 2023, considering his attainment of age of 75 (Seventy-Five) years. Pursuant to completion of his tenure, Mr. Nerurkar retired w.e.f. October 20, 2023. The Board placed on record its appreciation for the contribution made by Mr. Nerurkar during his tenure as Chairman and Non-Executive, Independent Director of the Company.

17.2 Key Managerial Personnel (“KMPs”)

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 the following are the KMPs of the Company:

1. Mr. Promeet Ghosh, Executive Director w.e.f. April 24, 2023, and MD & CEO w.e.f. May 01,2023;

2. Mr. Kaleeswaran Arunachalam, Chief Financial Officer; and

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

During the year under review, Mr. Shantanu Khosla, has relinquished his position as the Company''s Managing Director w.e.f. April 30, 2023, Mr. Mathew Job has resigned from the position of Executive Director w.e.f. April 24, 2023, and also resigned as the Company''s CEO w.e.f. April 30, 2023, and Mr. Promeet Ghosh was appointed as the Executive Director w.e.f. April 24, 2023, and as the MD & CEO w.e.f. May 01, 2023.

17.3 Independent Directors

All the Independent Directors of your 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 Directors of the Company including those appointed during the year possess requisite qualifications, expertise and experience in the varied fields and holds highest standards of integrity. The Independent Directors 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 Directors 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

All the Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs, Manesar (“IICA”) for the inclusion of their names in the data bank maintained by IICA. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, since all the Independent Directors 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. Sajiv 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 committees and the qualifications and expertise of all the Directors are covered in the Report on Corporate Governance which forms part of this Integrated Annual Report.

17.4 Non-Independent Directors

As on March 31, 2024, Mr. Promeet Ghosh and Mr. Shantanu Khosla were the Non-Independent Directors.

The Board of Directors of the Company on April 24, 2023, based on the recommendation of N&RC, appointed Mr. Promeet Ghosh as an Executive Director w.e.f. April 24, 2023. He was appointed as the MD & CEO w.e.f. May 01, 2023, till April 30, 2028. The same was approved by the Members of the Company at the AGM held on July 22, 2023. Additionally, 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, till December 31, 2025.

17.5 Board Effectiveness

(a) Familiarisation Programme for Independent Directors

34 Programmes 403 hours

Over the years, the Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes

providing an overview of the industry, the Company''s business model, the risks and opportunities, the new products, innovation, sustainability measures, digitisation measures etc.

Your Company has in place an structured induction and familiarisation programme for its Directors.

Upon appointment, Directors receive 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 Directors and Senior Management Personnel (“SMP”). They are also updated on all business related issues and new initiatives. Regular presentations and updates on relevant statutory changes encompassing economic outlook, market trends, peer trends, changes in laws where Company is operating are made to the Directors at regular Board Meetings of the Company.

The MD & CEO along with senior leadership team make(s) presentation(s) on the performance & strategic initiatives of the Company. 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/2x9Om5cMWS Familiarization%20 Programme%20for%20FY%2023-24.pdf

(b) Formal Board Performance Annual Evaluation

I n 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 Directors as a whole, Committees of the Board and Individual Directors. 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 questionnaires 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 Board Members'' and contributions, execution of duties, governance performance for the Board as a whole, Committees of the Board and Individual Directors and has been undertaken digitally.

The performance indicators for the Committees inter alia includes composition of the Committee, understanding the terms of reference, adherence to the charters, the effectiveness of discussions at the Committee Meetings, 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 Directors were subject to self-evaluation and peer evaluation.

The performance of the Independent Directors 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 Directors that they meet the independence criteria as required under the Act and the SEBI Listing Regulations.

In addition to the questionnaires, detailed one-on-one in-sighting was carried out by the Chairperson of the N&RC with individual Board Members. A quantitative analysis and Board Effectiveness brief including insightful feedback and trends was shared by the Chairperson of the N&RC to all the Board Members. Thereafter, the following process was followed to assimilate and process the feedback:

• A separate meeting of Independent Directors, Performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors;

• The entire Board discussed the findings of the evaluation with the Independent Directors and also evaluated the performance of the Individual Directors including the MD & CEO, the Board as a whole and all Committees of the Board; and

• As an outcome of the above process, individual feedback was shared with each Director.

The Board Evaluation discussion was focused on how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. The Board was from time to time apprised of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its Committees such as structure, composition, meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the Board''s functioning.

The Board''s overall assessment indicated that it was operating cohesively, including its 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 2023-24, the Company actioned the feedback from the Board evaluation process conducted in a the even year. The Board noted the key improvement areas emerging from this exercise including but not limited to improving the talent management, process with specific focus on strengthening top talent pipeline, improving the attrition rate, business strategy and annual plan etc.

The Board of Directors has expressed its satisfaction with the evaluation process.

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

The Company has in place a policy for remuneration of Directors, 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 Directors (by way of sitting fees and commission), KMPs and SMPs. The criteria for the selection of candidates for the above positions cover 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/shopifv/public/files/Fi46RqQSbO Nomination%20 and%20Remuneration%20Policv.pdf

17.7 Executive Director(s) Remuneration

The Board on the recommendation of N&RC appointed Mr. Promeet Ghosh, as the MD & CEO w.e.f. May 01, 2023, which was subsequently approved by the Members of the Company in its AGM held on July 22, 2023.

The remuneration to MD & CEO includes the fixed pay and the variable pay. The variable pay of MD & CEO is paid annually which is determined by the N&RC after factoring in the individual performance, i.e. KPIs achieved and the Company''s performance. There is no clawback provision in the remuneration paid to the MD & CEO of the Company.

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

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Mar 31, 2023

The Board of Directors are pleased to present the Company's 9^th 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 F.Y. ended March 31, 2023

1.    | STATE OF THE AFFAIRS OF THE COMPANY    |

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

2.    FINANCIAL PERFORMANCE

(? in Crore)
Particulars	Consolidated		Standalone
	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2022-23	F.Y. 2021-22
Revenue from Operations	6,869.61	5,394.11	5,809.31	5,373.20
Other Income	66.78	72.65	74.41	79.90
Total Income	6,936.39	5,466.76	5,883.72	5,453.10
Profit before Tax1	612.15	751.54	594.31	763.15
Tax Expenses	135.75	173.16	118.75	169.67
Profit for the year	476.40	578.38	475.56	593.48
Attributable to Owners of the Company	463.21	578.38	475.56	593.48
Non-controlling Interest	13.19	-	-	-
Other Comprehensive Income (OCI)	(2.34)	2.05	(1.31)	2.05
Total Comprehensive Income	474.06	580.43	474.25	595.53
Owners of the Company	461.04	580.43	474.25	595.53
Non-controlling Interest	13.02	-	-	-
Opening Balance in retained earnings	1,964.51	1,543.09	1,967.20	1,530.68
Amount available for appropriations	2,340.14	2,121.47	2,519.57	2,124.16
Appropriations	Â	Â	Â	Â
Final Dividend Paid for F.Y. 2021-22	(158.41)	-	(158.41)	-
Final Dividend Paid for F.Y. 2020-21	-	(156.96)	-	(156.96)
Closing balance in retained earnings	2,181.73	1,964.51	2,361.15	1,967.20

*Profit before Tax for F.Y. 2022-23 standalone includes net income of ?5.54 Crore towards ?8.89 core as gain on Sale of Investment(net of expenses) in Butterfly Gandhimati Appliances Ltd , a subsidiary and ?3.35 crore expenditure related to proposed merger and for F.Y. 2021-22 consolidated includes ?12.97 crore as cost of acquisition of Butterfly Gandhimati Appliances Ltd

₃| OVERVIEW/ OPERATIONS OF COMPANY’S I

³. FINANCIAL PERFORMANCE

•    Consolidated Profit before Tax for the year was ?612.15 Crore v/s-a-v/sW751.54 Crore in F.Y. 2021-22.

•    Consolidated Profit after Tax for the year was ?476.40 Crore compared to ?578.38 Crore in F.Y. 2021-22.

•    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 of the Company with respect to the reporting year.

4.    | DIVIDEND    |

Your Directors are pleased to recommend a dividend of H3.00 (Rupees Three) per equity share of the face value of ?2.00 (Rupees Two) each for the year ended March 31, 2023.

The dividend, subject to the approval of the Members at the Annual General Meeting (“AGM”) to be held on Saturday, July 22, 2023 will be paid on or after Tuesday, July 25, 2023 but within a period of Thirty (30) days from the date of AGM to the Members whose names appear in the Register of Members, as on the cut-off date, i.e. Friday, July 7, 2023.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“the Listing Regulations”), the Company has formulated a Dividend Distribution Policy. The policy is given as Annexure 1 to this Report. It is also available on the Company's website and can be accessed at: https://www.crompton.co.in/wp-content/ uploads/2023/02/Dividend-Distribution-Policy-1.pdf

5.    | TRANSFER TO RESERVES    |

Your Company does not propose to transfer any amount to the General Reserve.

6.    | DEBENTURE REDEMPTION RESERVE    |

The Debenture Redemption Reserve (DRR) of ?75 Crore (Rupees Seventy Five Crore) created in F.Y. 2018-19 pursuant to the provisions of Section 71 of the Companies Act, 2013 (“the Act”) read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014 was utilized by the Company while redeeming the NCDs in May, 2022.

As required under SEBI Circular SEBI/HO/MIRSD/ CRADT/CIR/P/2020/207 dated October 22, 2020, your Company has created Recovery Expense Fund in respect of outstanding debentures.

₇ I REPORT ON MANAGEMENT DISCUSSION I ⁷ AND ANALYSIS

As required under Regulation 34 read with Schedule V(B) of the Listing Regulations, report on “Management Discussion and Analysis” is presented in a separforming part of this Integrated Annual Report.

₈| INCREASE IN SHARE CAPITAL - EXERCISE I

⁸. OF STOCK OPTIONS

8.1 Paid-up capital

During the year under review, your Company has made following allotments pursuant to the exercise of options by eligible employees under various ESOP schemes:

Sl. No.	Name of the ESOP Scheme	No. of Shares
1	Crompton Performance Share Plan -1 - 2016 (“PSP-1 2016”)	11,28,143
2	Crompton Performance Share Plan -2 - 2016 (“PSP-2 2016”)	7,52,095
3	Crompton Employee Stock Option Scheme - 2016 (“ESOP 2016”)	7,23,022
4	Crompton Employee Stock Option Scheme - 2019 (“ESOP 2019”)	1,00,500
Â	Total	27,03,760

Accordingly, the total paid-up share capital of the Company as on March 31, 2023 stood at ?127.22 Crore divided into 63,61,09,719 equity shares of ?2.00 (Rupee Two) each.

8.2 Authorised Capital

During the year under review, there was no change in the authorised capital of the Company.

Your Company has neither issued any shares with differential rights as to dividends, votings or otherwise nor issued any sweat equity shares during the year under review.

9. | FINANCIAL LIQUIDITY    |

Consolidated cash and cash equivalent as on March 31, 2023 stood at H76.84 Crore (Rupees Seventy Six Crore Eighty Four Lakh) vis-a-vis H171.62 Crore (Rupees One Hundred Seventy One Crore Sixty Two Lakh) 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    |

CRISIL has reaffirmed your Company's rating assigned to it's Non-Convertible Debentures (“NCD's”) as AA+/ Stable. This reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meets its financial obligations.

Further, India Ratings and Research (Ind-Ra) has assigned your Company a Long-Term Issuer Rating

of IND AA+/Stable outlook & Short-Term rating of IND A1+. India Ratings has also affirmed your Company's. Commercial Paper ratings as IND A1+. The Commercial Paper was fully redeemed and pursuant to which the Credit rating was withdrawn.

The ratings ascribe to your Company's Strong Market Position & Brand Recall, Well-Diversified Revenue Portfolio, Strong Liquidity & its strategic acquisition of Butterfly Gandhimathi Appliances Ltd., that would provide sustained future synergies.

11.    | PUBLIC DEPOSITS    |

No public deposits have been accepted or renewed by your Company during the year under review pursuant to the provisions of Section 73 and 74 of 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 the Chapter V of the Act is not applicable.

| PARTICULARS OF LOANS, GUARANTEES I

¹².    OR INVESTMENTS

The details of investments made and guarantee provided by the Company under Section 186 of the Act forms part of this Integrated Annual Report and are given in the Notes to the standalone financial statements for the F. Y. ended March 31, 2023.

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

13.    | INTERNAL CONTROL SYSTEMS    |

13.1 Internal controls and its adequacy

Your Company prioritise 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, periodic control testing to assure design and operational effectiveness, 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.

E-learning modules have been developed to keep employees informed of the Company's Code of Conduct, Prevention of Sexual Harassment (“POSH”) and

whistleblowing rights. This ensures compliance and a controlled environment, while achieving our objectives. The Managing Director & Chief Executive Officer (“MD & CEO”) and Chief Financial Officer (“CFO”) provide a certification statement in this Integrated Annual Report on the adequacy of internal control systems and procedures.

Process controls with evolving SAP solutions

Your Company is constantly working to enable IT in key processes, embedding major controls in SAP for accuracy. Third-party validation is initiated to ensure system configuration effectiveness.

Periodic reviews are conducted to control authorisation to SAP, based on function-based user access supported by the Governance Risk and Controls module. Evolving SAP solutions are utilised for process controls, with continued monitoring through automations and exception management.

Standardising processes for better decision-making

To ensure data and IT system security, your Company has implemented a single sign-on (SSO) feature for authorised access to the systems and applications. Your Company is standardising processes across key functions such as Innovation, Design, Procurement and Quality for superior decision-making. Shared services for Accounts Payable process have been implemented to drive process improvement and better decision-making, with potential for expansion to other operational areas.

The Certificate provided by MD & CEO in the Certification Section of this Integrated Annual Report discusses the adequacy of the internal control systems and procedures.

13.2 Internal Controls over Financial Reporting

The Company's internal financial controls are 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, ensure integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors.

| VIGIL MECHANISM/ WHISTLE-BLOWER

¹⁴. POLICY (“WB Policy”)

Over the years, the Company has established a reputation for doing business with integrity and maintained zero tolerance towards any form of unethical behavior. Your Company has formulated a Vigil Mechanism and WB Policy intending to provide a mechanism for employees to report violations. 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. No personnel have been denied access to the Audit Committee of the Board. The Audit Committee oversees the functioning of this policy. 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 among the Vendors.

Any incident that is reported is investigated and suitable action is taken in line with the WB Policy.

The WB Policy of your Company is available on the website of the Company and can be accessed at the weblink: https://www.crompton.co.in/investors/corporate-governance/

The WB policy of the Company was last amended on May 19, 2023.

Your Company has also initiated the e-learning tool on WB Policy for all regular employees and also for induction of new employees. Your Company has also provided a Toll Free No. for registering any whistle blower complaint telephonically.

Eleven (11) Whistle Blower complaints were received during the F.Y. 2022-23 and suitable action has been taken in accordance with the WB policy.

| SUBSIDIARY COMPANIES, ASSOCIATES & I ¹⁵ JOINT VENTURE COMPANIES

Your Company has Four (4) Subsidiaries, the details of which are as follows:

15.1 Subsidiaries

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 Nineteen (19) 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 F.Y. ended March 31, 2023 was H4.02 Crore (including H0.43 Crore as other income). Profit after Tax was H0.50 Crore as compared to a profit of ?5.26 Crore in the previous year.

2.    Nexustar Lighting Project Private Limited

(CIN:U74999MH2019PTC318955), a wholly owned subsidiary was incorporated on January 2, 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 Thirty Six (36) Urban Local Bodies (ULBs) in Odisha. This contract received from the Government of Odisha, Housing & Urban Development Department is on Public-Private Partnership (PPP) basis.

Total Revenue for the F.Y. ended March 31, 2023 ended was ?3.69 Crore (including ?0.55 Crore as other income) and Profit After Tax was ?0.55 Crore as compared to a Profit After Tax of ?4.43 Crore in the previous year.

3.    Crompton CSR Foundation

(CIN:U85300MH2019NPL324784) (CSR Unique Identification No: CSR00001086), a wholly owned subsidiary was incorporated under Section 8 of the Act (being a Company limited by guarantee not having share capital) on May 1, 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 lnd AS 110.

4.    Butterfly Gandhimathi Appliances Limited

(CIN:L28931TN1986PLC012728) became a subsidiary of your Company on March 30, 2022. 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 and in particular all household appliances.

Total Revenue for the F.Y. ended March 31, 2023 ended was ?1,063.14 Crore (including ?6.59 Crore as other income) and Profit After Tax was ?51.67 Crore as compared to a profit of ?16.13 Crore in the previous year.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the 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 (“JV's”)/ Associate Companies

Further, the Company does not have any joint venture 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 Indian Accounting Standards (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) Rule, 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 open for inspection and are also available on the website of Company and can be accessed at: https://www.crompton.co.in/investors/ accounts-of-subsidiary-companies/

The Financial Statements of the subsidiaries are available for inspection by the Members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide free of cost, a copy of the Financial Statements of its Subsidiary Companies to the Members upon their request. The statements are also available on the website of the Company and can be accessed at: https://www.crompton.co.in/investors/ accounts-of-subsidiary-companies/ under the “Investors” Section.

| BOARD OF DIRECTORS & KEY MANAGERIAL I ¹⁷ PERSONNEL

17.1 Directorate

a. Appointments/ Re-appointments

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee    (“N&RC”)    of

your Company. The detailed Nomination and Remuneration Policy is mentioned in the Corporate Governance Section of this Integrated Annual Report. There was no appointment during the year under review.

In terms of Section 152 of the Act, Mr. Promeet Ghosh, Non-Executive Non-Independent Director, being liable to retire by rotation, was re-appointed by the Members at the AGM held on July 22, 2022.

The Board of Directors of the Company on April 24, 2023 with the recommendation of N&RC has appointed Mr. Promeet Ghosh as an Executive Director on the Board w.e.f. April 24, 2023 and as the Managing Director & CEO (“MD & CEO”) w.e.f.

May 1, 2023 till April 30, 2028 subject to the approval of Members of the Company at the ensuing AGM.

Mr. Shantanu Khosla has relinquished his position as the Company's Managing Director w.e.f. April 30, 2023 & has elevated to the position of Executive Vice Chairman w.e.f. May 1, 2023 till April 30, 2024. Thereafter, Mr. Khosla will assume position of Non Executive Director w.e.f. May 1, 2024 till December 31, 2025.

b. Cessation

Mr. Mathew Job, Executive Director & Chief Executive Officer has tendered his resignation from the position of Executive Director on the Board w.e.f. April 24, 2023 and also resigned as the Company's CEO w.e.f. close of business hours on April 30, 2023 to pursue other career interests. Mr. Job has confirmed that there was no other material reason other than those provided herein above. The Board has placed on record its appreciation of the leadership provided by Mr. Job during his tenure as Executive Director & CEO of the Company.

17.2 Key Managerial Personnel (“KMPs”)

During the year under review, Mr. Sandeep Batra, Chief Financial Officer, resigned w.e.f. May 30, 2022 and Ms. Pragya Kaul, Company Secretary & Compliance Officer, resigned w.e.f. September 15, 2022.

Mr. Kaleeswaran Arunachalam was appointed as the Chief Financial Officer, w.e.f. September 5, 2022 and Ms. Rashmi Khandelwal was appointed as Company Secretary & Compliance Officer w.e.f. November 28, 2022.

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 below are the KMP's of the Company:

1.    Mr. Shantanu Khosla, Managing Director till April 30, 2023;

2.    Mr. Mathew Job, Executive Director till April 24, 2023 & Chief Executive Officer till April 30, 2023;

3.    Mr. Kaleeswaran Arunachalam, Chief Financial Officer w.e.f. September 5, 2022;

4.    Mr. Promeet Ghosh, Executive Director w.e.f. April 24, 2023 & MD & CEO w.e.f. May 1, 2023; and

5.    Ms. Rashmi Khandelwal, Company Secretary & Compliance Officer w.e.f. November 28, 2022.

17.3    Independent Directors

The Company's Independent Directors 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 the Listing Regulations. The Independent Directors 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 Directors are placed on the website of the Company and can be accessed at: https://www.crompton. co.in/investors/corporate-governance/

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the varied fields and holds high standards of integrity.

All the Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs, Manesar (“IICA”) for the inclusion of their names in the data bank maintained by IICA. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014 as amended, since all the Independent Directors of the Company have served as Directors for a period of not less than Three (3) years on the Board of listed companies as on the date of inclusion of their names in the database, they are not required to undertake online proficiency self-assessment test conducted by the said Institute.

Mr. H. M. Nerurkar, Mr. D. Sundaram, Mr. P. M. Murty, Ms. Smita Anand, Mr. P. R. Ramesh and Ms. Hiroo Mirchandani are the Independent Directors. The details of the membership of committees and the qualifications and expertise of all the Directors is covered in the Report on Corporate Governance which forms part of this Integrated Annual Report.

17.4    Non-Independent Directors

As on March 31, 2023, Mr. Promeet Ghosh, Mr. Shantanu Khosla, and Mr. Mathew Job were the Non-Independent Directors.

Mr. Shantanu Khosla has been elevated as the Executive Vice Chairman of the Board for a period of One (1) year w.e.f. May 1, 2023 to April 30, 2024, and thereafter he shall assume the position of Non-Executive Director till December 31, 2025 as per the terms approved by the Board.

Mr. Mathew Job has tendered his resignation from the position of Executive Director on the Board w.e.f. April 24, 2023 and has also resigned as the Company's CEO w.e.f. April 30, 2023 to pursue other career interests. Mr. Job has confirmed that there was no other material reason other than those provided herein above. The Board has placed

on record its appreciation of the leadership provided by Mr. Job during his tenure as Executive Director & CEO of the Company.

The Board of Directors of the Company on April 24, 2023 basis the recommendation of N&RC, appointed Mr. Promeet Ghosh as an Executive Director w.e.f. April 24, 2023 and as MD & CEO w.e.f. May 1, 2023 till April 30, 2028, subject to the approval of the Members at the ensuing AGM.

17.5 Board Effectiveness

(a) Familiarisation Programme for Independent Directors

29 Programs J 139 hours

Over the years, the Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the industry, the Company's business model, the risks and opportunities, the new products, innovation, sustainability measures, digitisation measures etc.

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive 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 Directors and Senior Management Personnel (“SMP”). They are also updated on all business-related issues and new initiatives.

Regular presentations and updates on relevant statutory changes encompassing economic outlook; market trends; peer trends; changes in laws where Company is operating are made to the Directors at regular Board Meetings of the Company.

The MD & CEO along with senior leadership team make(s) presentation(s) on the performance & strategic initiatives of the Company. Brief details of the familiarization Programme are uploaded on the website of the Company and can be accessed at: https://www.crompton.co.in/wp-content/ uploads/2023/04/Familiarization-Programme-for-FY-77-73.pdf

(b) Formal Board Performance Annual Evaluation

In terms of requirements of the Act read with the Rules issued thereunder and the Listing Regulations, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors. 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. 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 questionnaires for the Board as a whole, Committees of the Board and individual Directors and has been undertaken digitally.

The parameters for performance evaluation of the Board inter alia includes the composition of the Board, process of appointment to the Board of Directors, common understanding of the roles and responsibilities of the Board Members, timelines for circulating Board papers, content and quality of the information provided to the Board, attention to the Company's long-term strategic issues, evaluating strategic risks, overseeing and guiding acquisitions, strengths of Board Members and their contribution to Governance etc.

The performance indicators for the Committees inter alia includes understanding the terms of reference, adherence to the charters, the effectiveness of discussions at the Committee Meetings, the information provided to the Committee to discharge its duties/ obligations and performance of the Committee, support provided to the Board visa-vis its responsibilities.

Performance of individual Directors 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, and understanding of relevant areas, and responsibility towards stakeholders. All the Directors were subject to self-evaluation and peer evaluation.

The performance of the Independent Directors 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 Directors that they meet the independence criteria as required under the Act and the Listing Regulations.

In addition to the questionnaires, detailed one-on-one in-sighting was carried out by the Chairperson of the N&RC with individual Board Members. A quantitative analysis and Board Effectiveness brief with in-sighting feedback and trends was shared by the Chairperson of the N&RC to all the Board Members. Thereafter, the following process was followed to assimilate and process the feedback:

•    A separate meeting of the Independent Directors was held on November 28, 2022 wherein performance of Non-Independent Directors including the MD and CEO, Chairman of the Board and of the Board as a whole was evaluated;

•    The entire Board discussed the findings of the evaluation with the Independent Directors and also evaluated the performance of the Individual Directors including the MD and CEO, the Board as a whole and all Committees of the Board;and

•    As an outcome of the above process, individual feedback was shared with each Director.

The Board Evaluation discussion was focused on how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was apprised of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its Committees such as structure, composition, meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the Board's functioning.

The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board. They were functioning well with periodic reporting by the Committees to the Board on the work done and progress made during the reporting period. The Board also noted that the actions identified in the past questionnaires based evaluations had been acted upon.

During F.Y. 2022-23, the Company actioned the feedback from the Board evaluation process conducted in F.Y. 2021-22.

The Board noted the key improvement areas emerging from this exercise in F.Y. 2022-23 and action plans to address the same are in progress. These include strengthening the succession planning for key positions, improving the talent management process with specific focus on strengthening top talent pipeline, improving the attrition rate, business strategy and annual plan etc.

individual performance and Company's performance. For details of grant, vesting and exercised options please refer to Report on Corporate Governance which forms part of this Integrated Annual Report.

 

Further pursuant to elevation of Mr. Shantanu Khosla & resignation of Mr. Mathew Job, the N&RC and Board resolved to merge both the positions into a combined role and appoint one person as MD & CEO of the Company to ease the organizational hierarchy and thereby drive the execution excellence.

The N&RC and Board at its meeting held on April 24, 2023 appointed Mr. Promeet Ghosh, who was a NonExecutive Non Independent Director on the Board of the Company since 2016, to take over as the MD & CEO subject to the approval of the Members of the Company. The appointment of Mr. Promeet Ghosh & payment of remuneration forms part of the ensuing AGM notice.

| NUMBER OF MEETINGS OF THE BOARD & I ¹⁸ ITS COMMITTEES

18.1 Board meetings

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies,

 

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

The Company has in place a policy for remuneration of Directors, 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 Directors (by way of sitting fees and commission), KMPs and SMPs. The criteria for the selection of candidates for the above positions cover 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 is given as an Annexure to the Report on Corporate Governance and is also available on the website of the Company and can be accessed at: https:// www.crompton.co.in/wp-content/uploads/2023/02/ Nomination-and-Remuneration-Policy-2.pdf

17.7    MD and CEO Remuneration

As on March 31, 2023, Mr. Shantanu Khosla was the Managing Director of the Company & Mr. Mathew Job was Executive Director & Chief Executive Officer of the Company.

Mr. Shantanu Khosla has been elevated as the Executive Vice Chairman of the Board for a period of One (1) year w.e.f. May 1, 2023 to April 30, 2024, and thereafter he shall assume the position of Non-Executive Director till December 31, 2025 as per the terms approved by the Board. Mr. Mathew Job tendered his resignation from the position of Executive Director on the Board w.e.f. April 24, 2023 and also resigned as the Company's CEO w.e.f. April 30, 2023.

The remuneration to MD and CEO includes the fixed pay and the variable pay. The variable pay of MD and CEO is paid annually which is determined by N&RC after factoring in the individual performance, i.e. KPIs achieved and the Company's performance. There is no clawback provision in the remuneration paid to the MD and CEO of the Company. In terms of applicable laws, there is no mandatory stock ownerships requirement for MD and CEO.

Stock Options granted to MD and 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 and CEO of the Company. For granting and vesting of options, N&RC factors in both

strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming Financial Year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving several proposals by circulation from time to time. Your Board of Directors met Nine (9) times during the F.Y. 2022-23. The details of the meetings and the attendance of the Directors are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.

18.2 Board Committees

The Board has established Committees as a matter of good corporate governance practices and as per the requirements of the Act and the Listing Regulations.

The Company has the following Eleven (11) Board-level Committees, 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.    Allotment Committee for allotment of shares arising out of Stock Options;

7.    Strategic Investment Committee (“SIC”);

8.    Committee for Debentures;

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

10.    Executive Committee for achieving Minimum Public Shareholding (‘‘MPS’’) in Company’s subsidiary M/s. Butterfly Gandhimathi Appliances Limited;

11.    Committee of Commercial Papers.

The composition, terms of reference, number of meetings held and business transacted by the Committees are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.

The details and composition of the mandatory Committees of the Board is as follows:

19.11 AUDIT COMMITTEE    |

The Audit Committee comprises of Four (4) Members. The Committee is chaired by Mr. D. Sundaram (Independent Director). The other Members of the Committee are Mr. P. M. Murty (Independent Director), Mr. H. M. Nerurkar

(Independent Director), and Mr. P. R. Ramesh (Independent Director). Details of the role and responsibilities of the Audit Committee, the particulars of meetings 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 Audit Committee were accepted by the Board.

₁₉₂| CORPORATE SOCIAL RESPONSIBILITY I

¹⁹²Â Â Â Â (“CSR”) COMMITTEE

The CSR Committee comprises of Five (5) Members out of which Three (3) are Independent Directors. The Committee is chaired by Mr. Shantanu Khosla (Executive Vice-Chairman w.e.f. May 1, 2023). The other Members of the Committee are Mr. H. M. Nerurkar (Independent Director), Mr. D. Sundaram (Independent Director), Ms. Smita Anand (Independent Director) and Mr. Promeet Ghosh (MD & CEO w.e.f. May 1, 2023). Details of the role and responsibilities of the CSR Committee, the particulars of meetings 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.

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 CSR Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this 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://www. crompton.co.in/wp-content/uploads/2023/02/Corporate-Social-Responsibility-Policy-1.pdf

₁₉₃| NOMINATION & REMUNERATION I

¹⁹³Â Â Â Â COMMITTEE (“N&RC”)

As on the date of this report, the N&RC comprises of Four (4) Members.

The Committee is chaired by Mr. P. M. Murty (Independent Director). The other Members of the Committee are Mr. D. Sundaram (Independent Director), Mr. H. M. Nerurkar (Independent Director), Ms. Smita Anand (Independent Director) and Mr. Promeet Ghosh till May 1, 2023. Pursuant to the appointment of Mr. Promeet Ghosh as Exceutive Director w.e.f. April 24, 2023 and as MD & CEO w.e.f. May 1, 2023, he ceased to be the member of N&RC w.e.f. May 1, 2023. Details of the role and responsibilities of the N&RC, the particulars of meetings 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 N&RC were accepted by the Board.

N&RC is responsible for, inter alia, recommendation and approval of the remuneration of the Directors, KMPs and SMPs. The Committee also acts as the Compensation Committee for the purpose of administration of the several Employee Stock Option Plans & Performance Share Based plans, as amended from time to time. N&RC is also entrusted with the responsibility of framing the criteria for evaluation of the individual Directors, Chairperson of the Board, the Board as a whole and its Committees. It also routinely evaluates the working and effectiveness of the Board and manages the succession planning for Board Members, KMPs and SMPs.

STAKEHOLDERS’ RELATIONSHIP & I ¹⁹⁴1 SHARETRANSFER COMMITTEE (“SRC”)

As on the date of this report the SRC comprises of Four (4) Members. The Committee is chaired by Mr. H. M. Nerurkar (Independent Director). The other Members of the Committee are Mr. Shantanu Khosla (Executive Vice-Chairman w.e.f. May 1, 2023), Mr. D. Sundaram (Independent Director) and Mr. Promeet Ghosh (MD & CEO) appointed w.e.f. May 1, 2023. The majority Members of the SRC are Independent Directors. Details of the role and responsibilities of the SRC, the particulars of meetings 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 grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, nonreceipt of Annual Report, non-receipt of declared dividends and issue of duplicate certificates, etc.

| RISK MANAGEMENT COMMITTEE I (“RMC”)

The RMC comprises of Four (4) Members. The Committee is chaired by Mr. D. Sundaram (Independent Director). The other Members of the Committee are Mr. H. M. Nerurkar (Independent Director), Mr. P. M. Murty (Independent Director), and Mr. P. R. Ramesh, (Independent Director). Details of the role and responsibilities of the RMC, the particulars of meetings

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 RMC were accepted by the Board.

RMC assists the Board in monitoring and reviewing the risk management plan and implementation of the risk management and mitigation framework of the Company. The main objective of the RMC is to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of risks including risks related to cyber security.

20. | RISK MANAGEMENT FRAMEWORK    |

The detailed Section on key business risks and opportunities forms part of this Integrated Annual Report.

| PARTICULARS OF CONTRACTS OR I ²¹Â ARRANGEMENTS WITH RELATED PARTIES

In accordance with the requirements of the Act and the Listing Regulations, your Company has a Policy on Related-Party Transactions (“RPT”) uploaded on the website of the Company and can be accessed at: https:// www.crompton.co.in/wp-content/uploads/2023/02/ Policv-on-Materialitv-of-and-dealing-with-Related-Party-Transactions-1.pdf

All RPTs are placed before the Audit Committee for review and recommendation and to the Board for approval, wherever required. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee for their noting/ approval every quarter.

There were no material significant transactions with related parties during the year as per the last audited financial statements.

Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Act and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is attached as Annexure-4.

None of the Directors and the KMPs has any pecuniary relationships or transactions vis-a-vis the Company.

All RPTs are mentioned in the notes to the accounts. The Directors draw attention of the Members to the Notes to the financial statements which sets out the disclosure for RPTs.

| TRANSFER OF EQUITY SHARES UNPAID/ I

²².    UNCLAIMED DIVIDEND TO THE IEPF

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of Seven (7) years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the Members for Seven (7) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, since Seven (7) years have not elapsed from the date of declaration and payment of dividend since incorporation, transfer of unpaid dividend and the shares on which dividend has not been paid or claimed, to Investor Education and Protection Fund (“IEPF”) is not applicable to the Company.

In terms of Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy and the same is available on the website of the Company and can be accessed at: https://www.crompton.co.in/ wp-content/uploads/2023/02/Dividend-Distribution-Policy-1.pdf

SIGNIFICANT AND MATERIAL ORDERS

23.    PASSED BY THE REGULATORS OR COURTS

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 the future.

| RISK ARISING OUT OF LITIGATION, I

²⁴.    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.

25. | 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 the term of Five (5) years, i.e. till the conclusion of 12^th AGM of the Company to be held in the F.Y. 2025-26.

The Board of Directors at their meeting held on May 19, 2023 on the recommendation of the Audit Committee approved the remuneration of Ms. MSKA & Associates ?1,16,00,000 (Rupees One Crore Sixteen Lakh) for F.Y. 2023-24.

Established in 1978, M S K A & Associates (the “Firm”) is an Indian partnership firm registered with the Institute of Chartered Accountants of India (Registration No. 105047W) and the PCAOB (US Public Company Accountancy Oversight Board). The Firm is a member firm of BDO International and is engaged in the statutory audits of large listed companies in manufacturing, financial services, technology, infrastructure and other sectors. The Firm has around 5,000 professionals and staff and has offices in Ahmedabad, Bengaluru, Chennai, Goa, Hyderabad, Kochi, Kolkata, Mumbai, Gurugram and Pune. The head office of the Firm is at 602, Floor 6, Raheja Titanium, Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (East), Mumbai 400 063.

The Auditors' Report for the F.Y. 2022-23 does not contain any reservation, qualification or adverse remark, on the financial statements of the Company. Auditors' Report is self explanatory and therefore, does not require further comments and explanation. The Report given by the Auditors on the financial statements of the Company form part of this Integrated Annual Report.

Further, in terms of Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, notifications / circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

b.    Cost Auditors

The cost accounts and records are required to be maintained under Section 148(1) of the Act. They are duly made and maintained by the Company. In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company at their meeting held

on May 19, 2023 has on the recommendation of the Audit Committee appointed M/s. Ashwin Solanki & Associates, Cost Accountants (Firm Registration Number: 100392) as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the F.Y. 2023-24. A remuneration of H6,00,000 (Rupees Six Lakhs) plus applicable taxes and out-of-pocket expenses, has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the ensuing AGM. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for the F.Y. 2023-24 will be placed at the ensuing AGM. Your Company has received consent and eligibility certificate from M/s. Ashwin Solanki & Associates.

M/s. Ashwin Solanki & Associates, have confirmed the cost records for the Financial Year ended March 31, 2022 are free from any disqualifications as specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. They have further confirmed their independent status.

c.    Secretarial Auditors & Secretarial Audit Report

The Board at its meeting held on May 27, 2022, appointed M/s. Parikh & Associates, Practising Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit for F.Y. 2022-23. The Secretarial Audit Report is annexed herewith as Annexure 5 to this Report. There has been no qualification, reservation, or adverse remark given by the Secretarial Auditors in their Report.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, based on the recommendation of the Audit Committee, approved the appointment of M/s. Parikh & Associates, Practicing Company Secretaries (ICSI Unique Code P1988MH009800) as the Secretarial Auditors to conduct audit of the secretarial records of the Company for the F.Y. 2023-24 at a remuneration of H2,00,000 (Rupees Two Lakh).

Further, the wholly-owned subsidiaries of the Company as mentioned above are not material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the Listing Regulations, do 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 27, 2022 based on the recommendation of the Audit Committee, had approved the appointment of M/s. Grant Thornton Bharat LLP (Identity number AAA-7677) to conduct the internal audit of your Company for the F.Y. 2022-23.

The Board of Directors at their meeting held on May 19, 2023 has re-appointed M/s. Grant Thornton Bharat LLP as the Internal Auditors of your Company for the F.Y. 2023-24 to review various operations of the Company at remuneration of H68.95 Lakh (Rupees Sixty Eight Lakh Ninty Five Thousand).

MATERIAL CHANGES AND COMMITMENT

26.    AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, which has occurred between the end of the Financial Year for the Company, i.e March 31, 2023 and the date of this Board's Report, i.e. May 19, 2023.

27.    | AWARDS AND RECOGNITIONS    |

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

28.    | ENHANCING SHAREHOLDER VALUE |

Your Company is committed to creating and returning value to members. Accordingly, the Company is dedicated to achieving high levels of operating performance, cost competitiveness, and striving for excellence in all areas of operations. The Company firmly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers 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 institutionalizing 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. The 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.

29.    | CORPORATE GOVERNANCE    |

The Board of Directors reaffirm 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 Listing Regulations. The compliance report together with a certificate from the Company's auditors confirming the compliance is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

| BUSINESS RESPONSIBILITY &

³Â°. SUSTAINABILITY REPORT

Your Company believes in communicating its ESG performance in a transparent manner and in line with global standards to our stakeholders. Continuing with this philosophy, Your Company is now moving from Business Responsibility Report (“BRR”) to the newly introduced reporting requirements on ESG parameters

i.e. Business Responsibility & Sustainability Report (“BRSR”). Your Company is proud to publish its first BRSR for the F.Y. 2022-23. The BRSR would follow the format detailed in the amendment to Regulation 34(2)(f) of the Listing Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and forms part of this Integrated Annual Report.

The BRSR for F.Y. 2022-23 is aligned with the Nine (9) principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India. Your Company has further enhanced our existing strong reporting structure and mechanisms to ensure we capture reliable and accurate data for the requirements of BRSR disclosures. Your Company strongly believes that resilient and inclusive growth is only possible on strong pillars of environmental and social responsibility balanced with good governance. While setting aspirational targets and improving economic performance to ensure business sustainability, the Company has been resilient to the impacts of pandemic fluctuations to a larger degree.

Your Company is committed to our focus on indigenous manufacturing to build competitive advantage. Our value creation is realised through imbibing customer centricity, innovation, good governance and inclusive human development while being conscious of our impact on the environment. The report is a testimony to our continuous efforts towards embracing and implementing balanced approach to ESG parameters in our business operations that are communicated to the stakeholders. Your Company has also provided the requisite mapping of information and principles between the Sustainability disclosures and the BRSR as prescribed by the Listing Regulations. The same is also available on the website of the Company and can be accessed at: www.crompton.co.in

31. | PARTICULARS OF EMPLOYEES    |

There are Twenty Three (23) employees who were in receipt of remuneration of not less than ?1,02,00,000 (Rupees One Crore Two Lakh) if employed for the full year or not less than H8,50,000 (Rupees Eight Lakh Fifty Thousand) per month if employed for part of the year.

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is mentioned in Annexure 6 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection at the Registered Office of your Company during working hours. The Integrated Annual Report & accounts are being sent to the Members excluding the aforesaid exhibit. Any member interested in obtaining such information may write to the Company Secretary & Compliance Officer at crompton.inverstorrelations@ crompton.co.in

32.    | REPORTING OF FRAUDS BY AUDITORS |

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor 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, the details of which would need to be mentioned in this Integrated Annual Report.

33.    | ANNUAL RETURN    |

As required under Section 134(3)(a) of the Act, the Annual Return for the F.Y. 2022-23, is placed on the Company's website and can be accessed at: https://www. crompton. co.in/investors/annual-report/

| COMPLIANCE WITH SECRETARIAL I

³⁴.    STANDARDS (“SS”)

Your Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to “Meetings of the Board of Directors” and “General Meetings” respectively have been duly followed by the Company.

35.    | 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 as Annexure 7 to this Report.

b.    Research and Development (R&D)

Your Company endeavours to be best-in-class, promoting strong foundation of Research and Development through one of its behavioral pillars of innovation. Culture

of creativity is embedded in the Company's people and processes. The Company's In-House R&D team strives for best technology- based sustainable product innovations, with efficient product lifecycle, including design, development and manufacturing process.

Crompton has “Innovation & Experience Centre” in Mumbai which house all R&D innovation team and promote fungibility, creativity in Design Studio, experimentation within labs with ultra-modern infrastructure.

Continuing the spirit of creating consumer delight, your Company has launched an array of products, across segments that are designed to prove its class, both technologically and aesthetically:

(A) Fans:

SilentPro Blossom:

•    Inspired by the natural fauna, SilentPro Blossom Smart fan makes a style statement. They are 2X more Silent compared to ordinary fan & has the latest ActivBLDC technology which gives it 5 Star rating savings up to 50% as compared to ordinary non star rated fan. It can also set the mood light in warm, neutral & cool hues and adjust the brightness basis mood. Enjoy the convenience of host smart features using MyCromtpon app & voice control devices like Alexa & Google home with this piece of stunning beauty.

•    SilentPro Blossom is the winner of coveted Red Dot Design award 2022.

•    Energion Groove: Leveraging the grandeur experience of fan manufacturing - Energion Groove delivers an amazing 220 CMM air at only 28Watt. New India is stepping out and making bold choices, to complement it Energion Groove is now being offered in Wood finishes which accentuates the modern interiors of your home.

•    Energion Roverr: Made of monolithic volumes, Energion Roverr is not just a visual treat, but it delivers functionality through is form. Its uniquely designed fan blades deliver laminar airflow & superior air comfort which feels soothing on the skin. It also comes with a three-step dimming under-light to match your mood. Energion Roverr seamlessly works with Amazon Alexa, Google Home, and MyCrompton app - you can set timer, change speed as well as intensity of under-light.

•    The Highspeed Montania & Versa ceiling fans are a fantastic combination of style and performance. These fans have decorative elements which grab attention. Their stunning colors match the home decor & accentuate the look of your house.

(B)    Pumps

•    Pumps division has deployed the Brand Architecture in Mini category of Pumps with consumer insights like Faster tank filling time & Durability.

•    Received BEE certification for 31 nos. of Energy Efficient star rated SKUs. 61781 nos. of Energy Efficient pumps sold YTD March, 2023 Energy saved 27910MWH YTD March, 2023.

•    Developed & launched following products (in Plus & Dura series) in Mini category

•    Glory Plus I & II (Surefill Plus)

•    Star Plus I & II (Rapidfill Plus)

•    Master Plus I & II (Turbofill Plus)

•    Master Dura I & II (Turbofill Dura)

•    Launched following pumps in Agro Category

•    MBQ22

•    Janta Ultima Series

•    MBQ 1.5 Magna

•    OW Ultima Series

•    This is the fifth consecutive year that Crompton Pumps has been voted & awarded as Super brands.

•    Patent application filed for - Toroidal winding.

(C)    Appliances

•    Water heaters: In this segment to strengthen the portfolio as well as to capture the market share, Crompton has launched 13 new models in storage water heater (out of which, 11 models are 5 star rating) , 5 in instant water heater with special focus in 5L segment.

•    Air coolers: In this segment better brand identity is defined in the product portfolio with enhanced CMF (color, material, finish). To fill the portfolio gap as well to get a better market share Crompton has launched 6 desert cooler and 1 Window cooler.

•    Mixer Grinder & Iron Category: Mixer Grinder has been revamped with launch of 9 new models in various segment to strengthen portfolio and 1 new model in premium Iron Category with smart and premium ironing features.

•    Small Domestic Appliances & Room Heaters:

Strengthen SDA segment with the launch of 21 new model and entered new categories like OTG, Air Fryer, Rice Cooker, Hand Blender and Chopper.

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

•    All these products are meticulously designed with enhanced aesthetics and packaging.

(D) Lighting:

B2C

•    Your Company has introduced many new products which were based on consumer insight and feedback. Consumer lighting space has evolved in last few years from functionality to Decor and style. Connected products are also making entry in consumer homes with technology getting more affordable for masses. Your Company has launched First in Industry range of products like Trio Series which is based on consumer insight of Lighting which adapts to consumer need. Your Company has also expanded our smart products range with Immensa panel which gives 16 Mln colors, works on WI Fi + Bluetooth Technology and has Bio Rhythm.

•    Your Company has launched following products : Trio batten, Immensa Smart ceiling light, Star Dura Pro downlight , Decorative Rope lights, Night Buddy Mobile charger cum night lamp, Desk Light with power backup, 3-1 CCT Batten, Emergency backup lamp and many more.

B2B

•    Key Product Launches in Professional Lighting like the range extension of Innovative Wanderer Pro, Wanderer Plus and Aplomado Pro series of Streetlights, Innovative IP65 rated Techlita Battens and IP66 rated Visualine and Complete new FLOGA range of high end flameproof Luminaires including Floodlights and Highbays.

•    Augmentation of the Innovation Centre with state-of-the-art testing and reliability equipment and software.

36. | RECLASSIFICATION OF PROMOTERS |

During the year under review on June 9, 2022, the Board of Directors of the Company had received requests from MacRitchie Investments Pte Ltd and Seletar Investments Pte Ltd, belonging to Members of Promoter Group of the Company for reclassifying themselves from the

“Promoter and Promoter Group” category to the “public” shareholders category, in accordance with the Listing Regulations as amended.

The Board of Directors of the Company at their meeting held on June 13, 2022 considered and approved the re-classification of the said Promoter Group Members from Promoter and Promoter Group Category to Public Category of the Company, subject to necessary approvals from the Members, Securities and Exchange Board of India (SEBI), Stock Exchanges, as may be required.

Members of the Company at their AGM held on July 22, 2022, have approved the said reclassification. Pursuant to the same, an application in terms of Regulation 31A of the Listing Regulations was made to the stock exchanges for their approval.

The Company has received the approval from National Stock Exchange of India Limited (NSE) and BSE Limited, on December 21, 2022 for re-classification of the said Members of Promoter and Promoter Group as Public Shareholders.

| OPEN OFFER AND MINIMUM PUBLIC I ^3/. SHAREHOLDING COMPLIANCE

a.    Open Offer

Pursuant to the Share Purchase Agreement (“SPA”), your Company has acquired 98,33,754 equity shares representing 55.00% of the equity share capital of Butterfly Gandhimathi Appliances Limited (“Butterfly”) through the stock exchange settlement process on March 30, 2022.

The Open Offer was made by your Company to the Public Shareholders of Butterfly in accordance with Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011 for acquisition of up to 46,48,684 fully paid-up equity shares of face value of ?10.00 (Rupees Ten) each representing 26% of the voting rights of the Public Shareholders at a price of ?1,433.90 (Rupees One Thousand Four Hundred and Thirty Three and Ninety Paise). The open offer was fully subscribed and subsequently your Company held 81% of equity share capital of Butterfly.

b.    Minimum Public Shareholding Compliance

Your Company sold 10,72,775 equity shares of Butterfly constituting 6% of the total paid-up capital of Butterfly to the public in accordance with the “Comprehensive Guidelines on Offer for Sale (“OFS”) of Shares by Promoters through the Stock Exchange Mechanism” issued by the SEBI on February 14, 2020 and February 17, 2020, respectively. Presently the Company holds 75% equity shares of Butterfly.

Some of the practices, programmes, policies, and welfare measures that were put in place to demonstrate care and empathy towards employees are listed below: -

Your Company has well defined policies around “Diversity & Inclusion”. For further details please refer to Page 99 of this Integrated Annual Report.

1.    Capability Building & Employee Wellness related programmes: Your Company has initiated a new capability-development program for its employees called “EDGE”. An organizational-level program, EDGE has been devised as part of the Company's longterm learning and development (L&D) strategy. Edge has been designed to enhance the capabilities of the people at Crompton to give an edge to the Company in the competitive Indian market. The courses designed as part of EDGE include upskilling people in functional and behavioral skills. Your Company is following a mixed strategy of virtual, digital and face-to-face learning. Your Company has been making efforts to use gamified solutions, certifications, recognitions and small prizes to encourage employees to take part in learning initiatives.

Your Company has also arranged an online medical facility for all the employees and their families through Doc Online, one of the renowned companies in this field, so that employees can get their health concerns addressed virtually.

2.    Employee & Family Connect: Your Company always believes that success of employees is in major part dependent on the support system provided by the family members at home and made it a point to engage family Members in events through online talent shows and singing competitions. Your Company believes that our employees are much more than their accomplishments at work and therefore we take every opportunity to celebrate employees and teammates whether its Quarterly Rewards and Recognition program or as simple as sending out personalised birthday cards. To add value and build the manager-employee relationships, we've crafted key initiatives like Chai pe Charcha & Dil Se that has boosted real-time conversations that make a difference and enable to bond better. Programs like HR connect allow new joinees to feel more comfortable, put their role into perspective and feel part of the business, which encourages positive contribution to the overall Company goals and vision. The festive fervour is back, with us celebrating festivals in physical mode after the lackluster years of festive exchanging greetings virtually. Every nook and corner of our offices have been decorated along with theme-based employee engagement activities. To add to the joviality of the festive time, personalised greetings on Diwali were sent to employees and

 

38.    | MERGERS AND ACQUISITIONS    |

During the year under review, the Board of Directors of the Company at their meeting held on March 25, 2023, considered and approved the Scheme of Amalgamation of the Butterfly Gandhimathi Appliances Limited (“Transferor Company or Butterfly”) with the Company (“Transferee Company”) and their respective Members and creditors under Sections 230 to 232 and other applicable provisions of the Act read with rules made thereunder (“Scheme”).

As a next step towards further enriching the experience, It is intended to merge Butterfly with the Company with the rationale of further leveraging & utilizing the strengths of both the entities, accelerating the realization of identified synergies, bringing in integrated and coordinated business approach, and improving organizational capability.

The Board of Directors of both entities have approved the proposed transaction on March 25 2023, which is subject to regulatory approvals. Pursuant to the proposed Scheme, equity shares of the Company shall be issued to the Members of the Transferor Company in accordance with the Share Swap Ratio as determined by the registered valuers and as approved by the Board. The Scheme is subject to the receipt of necessary statutory and regulatory approvals including approval of Stock Exchanges, the Securities and Exchange Board of India, the respective Members and Creditors of respective companies and National Company Law Tribunal(s) (Mumbai & Chennai Benches). Further, the Company has filed the said Scheme of Arrangement with BSE Ltd. and National Stock Exchange of India Ltd. on April 7, 2023.

39.    | NON-CONVERTIBLE DEBENTURES    |

During the year under review, your Company issued Rated, Secured, Listed, Redeemable, Non-Convertible Debentures (“NCDs”) aggregating to ?925 Crore (Rupees Nine Hundred and Twenty Five Crore) on a private placement basis. These NCDs are listed on Debt Segment of National Stock Exchange of India Ltd. The proceeds of NCDs were used for refinancing existing debt of the Company and general corporate purposes.

Your Company has redeemed Series B NCDs, issued in May 2020, amounting to ?150 Crore (Rupees One Hundred and Fifty Crore) on May 27, 2022 pursuant to exercise of call option.

Catalyst Trusteeship Limited is the Debenture Trustee for the Debenture holders. The details of the NCDs and the Debenture Trustee is available on the website of the Company and can be accessed at www.crompton.co.in is also provided in the Report on Corporate Governance which forms a part of this Integrated Annual Report.

40.    | COMMERCIAL PAPERS    |

During the year under review, your Company has redeemed Commercial Papers (“CPs”), issued in March 2022, amounting to ?600 Crore (Rupees Six Hundred Crore) on July 18, 2022 and of ?600 Crore (Rupees Six Hundred Crore) on March 16, 2023. Presently there are no CPs in the Company.

41.    | EMPLOYEE STOCK OPTION PLAN (“ESOP”) |

The Company has Employees Stock Option Scheme (“ESOP Scheme”) in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“the SBEB & SE Regulations”) as a measure to reward and motivate employees and to 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”)

The applicable disclosures as stipulated under the SBEB & SE Regulations are provided in Annexure 8 to this Report.

42.    | EMPLOYEE ENGAGEMENT    |

Your Company's employee engagement initiatives build trust, enthusiasm and a sense of belonging to the organisation. For further details on employee engagement, please refer to Page 100 of this Integrated Annual Report.

Continuous employee feedback is also gathered with the AI enabled employee listening tool “Amber”. The leadership continues to act on the feedback given by the employees in various forums. The strong employee engagement initiatives are continued through multi-layer communication, engagement, and recognition programmes.

42.1 Inclusion & Welfare

Your Company has always been conscious to promote allround employee welfare. Environment, Health and Safety (“EHS”) guidelines are deployed to promote workplace health and safety and create a healthy environment. Regularly, the policies are benchmarked with market standards and are upgraded as and when necessary.

their family Members, letting them know they are important!

Family get-together, Annual Functions and Sports events are conducted.

42.2    Building Talent

Your Company continues to be committed to developing internal leaders and a talent pipeline. The same was further strengthened through the launch of structured training architecture EDGE.

The talent assessment process of the organisation for recruitment and internal talents also continued to be strengthened through the implementation of data- driven tools including Hogan, Korn Ferry and Development Centre by DDI. Eligible employees underwent 360 feedback on Crompton Behaviours to build greater awareness.

42.3    Employee and Leadership Development

In line with your Company's long-term business strategy, there are robust employee development programmes through structured interventions and on-the-job and experiential learning through career movements, special assignments and projects. It is intended to build best-in- class capability in the area of Go-to-Market, Operational Excellence and Quality, Brand and Portfolio Management and Innovation During the year, following unique initiatives were launched.

a Manufacturing Excellence Program - All employees in the manufacturing team have been enrolled for the program which covers the concepts of quality management basics like continuous and lean management, Value stream mapping, LEAN tools etc. The objective of the program is to build capability on operational excellence.

b Functional Capability for Innovation team - This year the focus was on building functional capability in the innovation process deployment through trainings on PDM, NPD etc. And building core competence through programs like GD&T, ALTIUM etc.

c Procurement Value Enhancement Program -

The objective of the program was to identify the procurement levers of value enhancement to the business and learn how to apply these levers through practical examples. The program also helped understand how to strategize supplier collaboration through segmentation, relationship management practices, performance & compliance governance to co-create value and improve customer service. Another focus area for the procurement team this year was to develop and hone negotiation skills which was done through practical case studies and role-plays.

42.4 Sales Capability Development

a Taking Ownership for One's Development - Career development workshop for employees to sensitise them on the importance of life-long learning and how they need to take charge of their own development were conducted. The employees also realised that they continuously need to up-skill/ reskill themselves if they need to stay relevant in the job market.

b Digitalising HR Practices - Your Company has SAP Success Factors, which is a cloud-based human capital management (HCM) solution that can help automate and streamline HR processes. Success Factors is mainly used to manage employee data, Performance Management, Onboarding. This year, your Company has used AI-powered recruitment platform that uses machine learning algorithms to match job candidates with open positions. The platform can help HR teams save time by automatically screening resumes and identifying top candidates based on their skills and experience. Your Company continues to use a pulse survey platform that allows us to gather feedback from employees on a regular basis. The platform uses AI to analyze employee feedback and provide insights to HR teams, such as identifying areas for improvement or trends in employee sentiment. Best in class learning management platform allows us to provide learning and development opportunities to employees by giving them access to a variety of courses and learning resources, including online courses, books, videos, and articles. The platform also provides analytics and insights to help HR teams track employee learning and development progress.

| ENVIRONMENT, HEALTH & SAFETY I ⁴³Â Â Â Â (“EHS”)

Your Company has a comprehensive EHS manual “KAVACH 3.0” comprising the policies, procedures and work instructions and it has been implemented across all the products lines.

To strengthen the EHS culture, under behavioral based safety (BBS), corporate EHS kicked off various campaign & awareness program like Near Miss Reporting, Hand & Finger Injury control & Prevention and road safety. Manufacturing sites are conducting EHS training programs periodically to enhance EHS activities.

Your Company is committed to conserving and enhancing the EHS culture. Company owned all 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 initiated and conducted quantitative self-assessments on various EHS topics like BIS14489:2018, Fire safety and Electrical safety for CGCEL manufacturing sites. Annual EHS audit program has been kicked off, which focuses on manufacturing sites, central warehouses and regional sales offices.

Closure of the safety audit observations is ensured by following PDCA cycle and taking effective Corrective and Preventive Actions (CAPA) in reasonable timeframe. 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 proactive approach in ensuring safety performance.

A comprehensive EHS based Leading and lagging indicator dashboard is being prepared and followed across all manufacturing sites on monthly basis to capture unit wise KPI performance. Monthly EHS meeting is being conducted to discuss the unit performance. EHS meetings are being conducted to promote cross- learning between manufacturing units with an agenda to conserve natural resources through water consumption reduction, electricity consumption reduction and management of hazardous wastes etc.

A brief on EHS programs of your Company is as under:

43.1    Environment - a green pursuit

Your Company is committed to achieving its sustainability targets by implementing management programs and various sustainable initiative projects. All units are complying with zero liquid discharge system and have major pursuit on reduction in emissions factors.

Your Company is highly focused on reduction of its carbon footprint through the world class energy efficient products manufacturing.

43.2    Reduction in energy consumption

During F.Y. 2022-23, organization perspective overall energy consumption is reduced by 57.97%. This gain is basis to various energy conservation activities, closure of energy incentive process of glass plant at Baroda and use of natural gas as a source of energy instead of using GSEB power.

Similarly, in Baddi unit-1, Domex line operation has been kicked of where there is no requirement of grinding which resulted in electricity reduction of 0.0077 kw/unit of production. In F.Y. 2021-22, there was 93976 KWH electricity consumed and for F.Y. 2022-23, it was 90099 KWH i.e. reduction of 4.13%.

Baddi Fan Unit-II, 20 KW solar power panel installation is in progress for approval. New grinding machines installed in January, 2023 were 7 KW/day electricity was

saved from each machine. In F.Y. 2021-22, there were 216735 KWH electricity consumed and for F.Y. 2022-23 was 201558 KWH, i.e. reduction of 7.0%.

Apart from above Baddi II has reduced electricity consumption per unit from 0.113 KWH/unit of production to 0.105 KWH/ unit of production and approx. saving of 15.17 MWH

compared to F.Y. 2021-22. This was achieved by removing exhaust fans from Gold Line Fan Hangers and high Bay lights on shop floor and installed station wise LED battens.

In Baddi III, in F.Y. 2021-22, there was 0.035 KWH/ LED power consumed and in F.Y. 2022-23, it was reduced to 0.0325, i.e. 0.0025 KWH/ LED reduction due to the CFL lights conversion done with LED. Alternate lights provision in plant gangways resulted in increased productivity for maximum utilization of power.

43.3    Reduction in water consumption

For F.Y. 2022-23, overall production increased by 11.97% which resulted in the water consumption increase by 3.83%. Unit specific initiatives are as below;

Baddi unit I- Rigorous awareness & control on water leakages from pipeline and reduction in overall manpower resulted in water conservation. In F.Y. 2021-22, it was 515 KL and in F.Y. 2022-23, it was 496.2 KL of water consumed for domestic purpose. Whereas the, water ratio is increased by 2.64 Ltr/ Person/ Day with respect to water ratio of last year.

Baddi Fans II, has consumed water for F.Y. 2022-23 which was 41.72 Ltr/ Person/ Day and F.Y. 2021-22, it was 34.4 Ltr/ Person/ Day, stated hike of water consumption is due to construction activities inside the facility. From water conservation point of view, unit has installed ‘auto shutoff valve' on rooftop storage tanks and re-routing of pipelines to prevent water losses.

Baddi Lighting Unit, in F.Y. 2021-22, the total manpower utilized was 54679 and water consumption was 2198 KL which was 40.2 Ltr/ Person/ Day. Whereas for F.Y. 2022-23, total manpower was 60275 and water consumption was 2090 KL and 34.67 Ltr/ Person/ Day. This was achieved by identifying and controlling all leakages from plant. Overall reduction of water consumption is 5.5 Ltr/ Person/ Day.

43.4    Hazardous waste reduction and management

Your Company's operational units ensure that all hazardous waste is sent to the authorized disposal facility/ recycler approved by the State Pollution Control Board.

Under Extended Producer Responsibility (“EPR”) plastic waste management obligation, organization has channelized 100% of plastic waste from across country to fulfill CPCB target of F.Y. 2022-23.

43.5    Clean and Green Environment

Plantation/ distribution of 6465 sapling done at various locations as a part of the tree plantation drive and environment day celebrations.

43.6    Safety

As an integral part of organisation systems, kicked off EHS induction for new joinees, visitors and contract labours to familiarise with process, job hazards and emergency preparedness in Company's manufacturing sites.

The business has ensured to achieve and maintain globally approved fire-safety standards. The units are equipped with fire-fighting equipment and trained teams to mitigate any such incident.

All the units are certified for Fire NOC requirements. Apart from the above, Baddi Fans, Baddi Lighting, Bethora Fans, Kundaim Fans, Ahmednagar pumps unit are equipped with fire detection system to trigger a timely alarm in case of any fire incident.

Your Company is committed to building a safety culture by strict adherence to Work Permit System (WPS) and Daily Tool box talks.

Regular interaction is maintained through Safety Committee Meetings with all associates. Fire-safety drills, safety week celebration and continuous safety training to all employees begin with adequate induction. Internal plant safety audits are conducted too. All actions and recommendations are being recorded, evaluated and acted upon by respective EHS leaders.

Safety standards are monitored through a focus on appropriate safety control, elimination of unsafe conditions and fool-proof engineering solutions (Poka-Yoke) as appropriate.

Key Safety programmes implemented during the year include:

•    53^rd National Safety Week celebration is planned across all Units by organizing various initiatives and programs.

•    Various EHS assessment drive by corporate EHS i.e. Electrical safety assessment, IS14489 assessment, Machine safety and fire safety.

•    Corporate EHS kicked off campaigns on Near Miss Reporting, Hand & Finger Injury control & Prevention and road safety.

•    IMS recertification audit completed at Baroda, Goa units & Baddi units

•    Rooftop Lifeline installed at Baroda Unit & new building at Kundaim

•    Installation of XY Rail Crane system on the assembly line in Ahmednagar plant eliminates operators' ergonomic fatigue while handling the higher HP pumps at packing stations.

•    KAIZANS implementation focusing on first aid injury.

•    Baroda unit forklift safety features incorporated by Installing the safe indication lights for pedestrian safety.

•    Increase in sell of star rated pumps products in this H1, resulted in more energy savings (17.88%).

•    Hazardous waste reduction of 40 KG/ month for 1-line electrostatic gun installed where 20 % reduction for 2 months till date in F.Y. 2022-23 is approx. 80 KG.

•    Baddi II reduction of 50 kgs less grinding ash from February, 2023 (Initiate taken by changing new grinding m/c).

Rewards and Recognitions of Safety practices from External forums: Goa unit received 2 awards from various prestigious forums this year in recognition of its excellent safety practices and results. These awards are:

i.    Gomanth Sarvoch Suraskha Puraskar award for F.Y. 2022-23: and

ii.    National Safety Award from Global Safety Summit F.Y. 2022-23 in the Consumer Electricals Sector.

43.7 Health

This year had been very significant in ensuring the health of all employees including contract workmen and all their families in wake of the COVID challenge which is new to us and the world.

Your Company has taken an excellent effort in taking care of the health of all the employees through the implementation of rigorous COVID prevention measures. A core committee has been formed overseen by Head HR to ensure effective implementation and strict adherence to COVID protocols. Some of the key measures include temperature and oxygen level checking for employees at regular frequency, partition provision between workstations, sanitisation of all touch points, social distance markings, automatic or foot operated water dispensers, sanitisation points creation, regular trainings, tracking, tracing, isolation of employees with symptoms and support in terms of medical treatment etc.

An app named “My Shield” is followed at all manufacturing locations to track and ensure that all employees including contract workmen maintain social distancing norms. The app will trigger an alarm to control points whenever the norms are violated. This helps in contact tracing as well.

An overall untiring effort has been put from all fronts to ensure the safety and health of all in this challenging situation.

43.8 Packaging Materials and Process

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

| CORPORATE SOCIAL RESPONSIBILITY I

⁴⁴    (“CSR”) FRAMEWORK & VISION

Your Company believes that corporates have a significant role to play in bringing about social change. Crompton has kept its social and development mandate flexible and responsive to development challenges. Crompton's CSR strategy has evolved to focus on areas it sees as a key for positive change.

Your Company has chosen the grant-making route, and back the right implementation partners, leverage their sector expertise and community connect, to positively impact the lives of the end beneficiary.

The Company's CSR programme aligns with its long-term commitment to building positive and shared value for its stakeholders and addressing developmental priorities as identified by the Act. Aimed at igniting a positive social change, your Company's CSR initiatives have evolved over the years to focus on four key areas: skill and entrepreneurship development, water conservation, community care, and employee engagement. The details of the same are mentioned on page number 109 of this Integrated Annual Report.

| COMPLAINTS RELATING TO SEXUAL I

⁴⁵    HARASSMENT

Your Company is an equal employment opportunity Company and is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. Your Company is committed to ensure that every employee is treated with dignity and respect and works in a conducive work environment, which promotes professional growth of employee and encourages equality of opportunity. The Company has zero tolerance towards any act on the part of any executive, which may fall under the ambit of “sexual harassment” at workplace, and is fully committed to uphold and maintain the dignity of every woman executive working in the Company. Further, to provide an empowering and enabling atmosphere to women employees, the Company has continuously endeavoured to build the work culture, which promotes the respect and dignity of all women employees across the organisation.

The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which is also in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). The said policy has been made available on the internal portal of the Company as well as the website of the Company. The Company has constituted on Internal Complaints Committee (“ICC”) under the POSH and has complied with the provisions relating to the same. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The constitution of ICC is as per the POSH Act and includes an external member who is an independent POSH consultant with relevant experience. Your Company has also initiated the e-learning tool on POSH for all regular employees and also for induction of new employees. Your Company has also provided a Toll Free No. for registering any POSH complaint telephonically.

The employees are sensitised from time to time in respect of matters connected with prevention of sexual harassment. Awareness programmes are conducted at unit levels to sensitise the employees to uphold the dignity of their female colleagues at workplace.

During the year under review, no complaints were received.

REGISTRAR & SHARE TRANSFER AGENT I ⁴⁶    (“RTA”)

M/s. KFin Technologies Limited (Formerly KFin Technologies Private 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.

47.    | LISTING    |

The equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. (“Stock Exchanges”). The NCDs of the Company are listed on the Debt Segment of National Stock Exchange of India Ltd.

Your Company has paid the Listing fees for Equity Shares to both the Stock Exchanges and Listing fees for NCDs to the National Stock Exchange of India Ltd. for F.Y. 2022-23 and F.Y. 2023-24.

48.    | DIRECTORS’ RESPONSIBILITY STATEMENT |

Your Directors would like to assure the Members that the Financial Statements for the year under review confirm in their entirety to the requirements of the Act and guidelines issued by SEBI. 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 the preparation of the Annual Financial Statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2.    the Accounting Policies selected and applied consistently, give a true and fair view of the affairs of the Company and of the profit for F.Y. 2022-23;

3.    proper and sufficient care has been taken for 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.    that the Annual Accounts have been prepared on a going concern basis;

5.    that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

49.    | INTEGRATED REPORTING    |

For the 1^st year, the Company has drawn up an Integrated Annual Report, which encompasses both financial and non-financial information to enable Members to have a more holistic understanding of the Company's long-term perspective. The Integrated Reporting is more robust and details such as the organization's strategy, governance framework performance and prospects of value creation based on the Six (6) forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social & relationship capital and natural capital have been added.

50.    | 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:

1.    Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Act;

2.    The Company does not have any scheme of provision of money for the purchase of its own

shares by employees or by trustees for the benefit of employees;

3.    Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

4.    No fraud has been reported by the Auditors to the Audit Committee or the Board;

5.    Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Act;

6.    No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act;

7.    Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement. There was no instance of onetime settlement with any Bank or Financial Institution;

8.    There was no revision in the Financial Statements;

9.    There has been no change in the nature of business of the Company as on the date of this report; and

10.    There are no proceedings, either filed by the Company or filed against Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the F.Y. 2022-23.

51. | RIGHTS OF SHAREHOLDERS    |

•    right to participate in, and to be sufficiently informed of, decisions concerning fundamental corporate changes;

•    opportunity to participate effectively and vote in general shareholder meetings;

•    being informed of the rules, including voting procedures that govern general shareholder meetings;

•    opportunity to ask questions to the Board of Directors at general meetings;

•    effective shareholder participation in key corporate governance decisions such as election of Members of Board of Directors;

•    exercise of ownership rights by all shareholders, including institutional investors;

•    adequate mechanism to address the grievances of the shareholders;

•    protection of minority shareholders from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and effective means of redress;

•    to receive dividends and other corporate benefits like rights, bonus etc. once approved; and

•    to inspect statutory registers and documents, including minutes books of the general meetings, as permitted under law; and

•    any other rights as specified in the statutory enactments from time to time.

52.    | ACKNOWLEDGEMENTS    |

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Company's performance.

Your Directors would also like to thank the employee unions, members, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

53.    | CAUTIONARY STATEMENT    |

Statements in the Board's Report and the Management Discussion and Analysis 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 forward-looking statement, on the basis of any subsequent development, information or events or otherwise.

For and on behalf of the Board of Directors

H. M. Nerurkar

Place: Mumbai    Chairman

Date: May 19, 2023    DIN: 00265887

1

   Consolidated income, comprising Revenue from Operations and other income, for the year was ?6,936.39 Crore, 26.88% higher compared to ?5,466.76 Crore in F.Y. 2021-22

•    Total consolidated Revenue from Operations for the year increased to ?6,869.61 Crore v/s-<7-v/s?5,394.11 Crore in F.Y. 2021-22

---

Mar 31, 2022

OPERATIONS OF COMPANY’S FINANCIAL PERFORMANCE

During the year ended 31^st March, 2022, your Company registered its revenue from operations of '' 5,373.20 crore against '' 4,749.95 crore in the previous year 2020-21 delivering growth of 13% over last year.

INCREASE IN SHARE CAPITAL - EXERCISE OF STOCK OPTIONS

During the year under review, there was no change in the authorized share capital of the Company.

Paid-up Share Capital:

During the year under review, your Company has made following allotments pursuant to the exercise of options by eligible employees under various ESOP schemes:

Your Directors are pleased to present the Eighth Annual Report on the business and operations of the Company, together with the audited financial statements for the Financial Year ended 31^st March, 2022.

FINANCIAL RESULTS

The table below depicts the standalone financial performance of your Company for the year ended 31^st March, 2022.

('' crore)
Particulars	Year ended	Year ended
	31st March,	31st March,
	2022	2021
Revenue from operations	5,373.20	4,749.95
Total income	5,453.10	4,825.58
Profit before Tax	763.15	707.72
Tax expense (including deferred Tax)	169.67	102.98
Profit after Tax	593.48	604.74

Sr. No.	Name of the ESOP Scheme	No. of Shares
1	Crompton Employee Stock Option Scheme - 2016 (ESOP 2016)	5,95,910
2	Crompton Performance Share Plan - 1 - 2016 (PSP 1 2016)	50,89,696
3	Crompton Employee Stock Option Scheme - 2019 (ESOP 2019)	29,000
	Total	57,14,606

Accordingly, the total paid-up share capital of the Company as on 31^st March, 2022 was '' 1,26,68,11,918/- (Rupees One Hundred Twenty Six crore Sixty Eight Lakh Eleven Thousand Nine Hundred Eighteen only) divided into 63,34,05,959 equity shares of '' 2/- each.

RECLASSIFICATION OF PROMOTERS

During the year under review, on 9^th June, 2021, Amalfiaco Limited, Promoter of the Company sold their entire shareholding through stock exchange settlement process and Nirsinia Limited (member of Promoter group) sold their entire shareholding on 30^th September, 2021.

Amalfiaco Limited, Nirsinia Limited, AI Cool Midco 1 Limited and AI Cool Midco 2 Limited applied for Promoter re-classification and were reclassified from the Promoter/ Promoter Group Category to the Public category by stock exchanges on 28^th January, 2022.

Pursuant to the same, they ceased to be Promoters / Members of the Promoter Group of the Company.

ACQUISITION OF BUTTERFLY GANDHIMATHI APPLIANCES LIMITED

A Share Purchase Agreement (“SPA”) was executed between your Company, Butterfly Gandhimathi Appliances Limited (“BGMAL”) and certain members of the Promoter and Promoter Group of BGMAL on 22^nd February, 2022.

Pursuant to the aforesaid SPA, your Company has acquired 98,33,754 equity shares representing 55% of the equity share capital of BGMAL through the stock exchange settlement process on 25^th March, 2022. Your Company has commenced the open offer process which may take its total holding to 81%.

BGMAL has become a material subsidiary of your Company. DIVIDEND

Your Directors are pleased to recommend a Dividend of '' 2.50/- per equity share of the face value of '' 2/- each for the year ended 31^st March, 2022.

The Dividend, subject to the approval of Members at the Annual General Meeting to be held on 22^nd July, 2022 will be paid on or after 25^th July, 2022 but within a period of 30

days from the date of AGM to the Members whose names appear in the Register of Members, as on the Record date

i.e. 8^th July, 2022.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

Further, pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, since seven years have not elapsed from the date of declaration and payment of dividend since incorporation, transfer of unpaid dividend and the shares on which dividend has not been paid or claimed, to Investor Education and Protection Fund (IEPF) is not applicable to the Company.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has adopted a Dividend Distribution Policy and the same is available on the Company''s website at https://www.crompton.co.in/ media/ Dividend-Distribution-Policy.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company has redeemed Series C, Non-Convertible Debentures (NCDs), issued in June 2016, amounting to '' 180 crore on 24^th June, 2021. Further, the Company has redeemed Series A, NonConvertible Debentures (NCDs), issued in May 2020, amounting to '' 150 crore on 29^th November, 2021 pursuant to exercise of call options.

Presently, total NCDs aggregating to '' 150 crore are listed on the debt segment of National Stock Exchange of India Ltd. The Company has decided to exercise the call option on this NCDs and will redeem the same on 27^th May, 2022.

IDBI Trusteeship Services Limited is the Debenture Trustee for the Debenture holders. The details of the NCDs and the Debenture Trustee are provided in the Corporate Governance Section which forms a part of the Annual Report.

COMMERCIAL PAPERS

During the year under review, your Company issued rated, listed Commercial Papers (CPs) aggregating to '' 1,200 crore. These CPs are listed on National Stock Exchange of India Ltd. The proceeds of CPs were utilized for financing the acquisition of Butterfly Gandhimathi Appliances Limited.

CREATION OF DEBENTURE REDEMPTION RESERVE

Your Company has maintained Debenture Redemption Reserve (DRR) of '' 75 crore created in financial year 2018-19 pursuant to the provisions of Section 71 of the Companies Act, 2013 read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014.

As required under SEBI Circular SEBI/HO/MIRSD/CRADT/ CIR/P/2020/207 dated 22^nd October, 2020, your Company has created Recovery Expense Fund in respect of outstanding debentures.

RESERVES

Your Company does not propose to transfer any amount to the General Reserve.

CREDIT RATING

CRISIL has reaffirmed your Company''s long-term rating to AA /Stable. The short-term rating at A1 remains the highest.

EMPLOYEE STOCK OPTION PLAN

The Company uses Employees Stock Option Scheme (“ESOP Scheme”) in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘the SBEB & SE Regulations'') as a measure to reward and motivate employees as also to attract and 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)

The applicable disclosures as stipulated under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided in Annexure 1 to this Report.

INDIAN CORPORATE GOVERNANCE SCORECARD

Your Company was categorized under Leadership category on the Indian Corporate Governance Scorecard. The Company had appeared in the Leadership category in 2020 also.

Crompton was featured in the top 10 companies amongst S&P BSE 100 (BSE 100) companies evaluated on the basis of Indian Corporate Governance Scorecard twice in 2017 and 2018.

The Indian Corporate Governance Scorecard is a fair assessment of corporate governance practices at the corporate level. BSE Ltd. jointly with International Finance Corporation (IFC) and Institutional Investor Advisory Services (liAS) with the financial support of the Government of Japan has developed this Scorecard based on the G20/ OECD Principles of Corporate Governance.

The Indian Corporate Governance Scorecard Methodology is a set of 70 questions that are based on the G20/OECD Principles of Corporate Governance. In creating the scorecard, there are several steps, and feedback from market participants which are taken at every step of the way. To aid companies in improving their corporate governance practices, the scorecard methodology also carries examples that other companies could emulate.

HUMAN RESOURCES & EMPLOYEE RELATIONSEmployee Performance & Engagement

Employee engagement is tracked on a real-time basis in Crompton. Your Company had conducted an organisationwide “Employee Engagement Survey” by partnering with Kincentric in December 2019. The results of the Survey were shared by the Executive Director & CEO in the townhall with all employees, wherein the overall engagement level as analysed by Kincentric was “63%”. Over the next few months, several interventions have been identified both at the Organisation level and Business Unit/Function level to enhance the employee engagement levels in the organisation.

To assess the progress that was made in improving the engagement levels, an Employee Engagement dipstick survey for most of the Business Units was conducted through Hyphen. The questions to measure the Engagement levels were the same as administered by Kincentric which were focussed around the pillars “Say, Stay and Strive”. Continuous employee feedback is also gathered with the Ai-enabled employee listening tool “Amber”. The leadership

continues to act on the feedback given by the employees in various forums. The strong employee engagement initiatives are continued through multi-layer communication, engagement, and recognition programmes.

Employee Welfare and Policies

Your Company has always been conscious to promote allround employee welfare. Environment, Health and Safety (EHS) guidelines are deployed to promote workplace health and safety and create a healthy environment. Regularly, the policies are benchmarked with market standards and are upgraded as and when necessary.

Some of the practices, programmes, policies, and welfare measures that were put in place to demonstrate care and empathy towards employees are listed below:-

1. Awareness Sessions: Considering that there was general panic and fear among the employees, your Company made it a point to have constant dialogue and awareness sessions on COVID-19 and steps taken by the organisation. The Shop-floor employees actively participated in driving this message to all employees regularly. In factories, the supervisors organised small group interactions continuously to drive the message of safe social distancing, usage of masks and need for self-isolation in case of any COVID symptoms.

2. Transportation facility for some factory employees:

Before COVID, organisation was running transportation point-to-point at some factories where employees used to come together to a specific location and get into the Company bus. To avoid any risk of travelling on public transport, your Company has provided bus service to those factories employees by picking them up from their place of stay. Also, to avoid close contact, the number of employees in each bus was limited to half the capacity.

3. Capability Building & Employee Wellness related programmes: Your Company upskilled its employees with a range of online programmes being made available to them. “Degreed” with content curated on topics ranging from functional skills to employee wellness including programmes like online yoga and meditation sessions was launched. Online programmes such as Holistic Wellbeing by Dr. Marcus Ranney, Mindfulness, special talks by the doctors under “Ask the Doctor” series, Work-life balance are continuously conducted. Your Company has also arranged an online medical facility for all the employees and their families through the Doc Online, one of the renowned companies in this field so that employees can get their health concerns addressed virtually.

4. Employee & Family Connect: Your Company always believes that success of employees is in major part dependent on the support system provided by the family members at home and made it a point to engage family members in events through online talent shows and singing competitions.

Building Talent

Your Company continues to be committed to developing internal leaders and a talent pipeline. The same was further strengthened through the launch of structured long-term Leadership development programmes in partnership with the Indian Institute of Management at various levels. The process of identifying internal successors for key positions and systematic development of leadership continued.

The talent assessment process of the organisation for recruitment and internal talents also continued to be strengthened through the implementation of various data-driven tools including Knack, Hogan, Korn Ferry, etc.

Employee and Leadership Development

In line with your Company''s long-term business strategy, there are robust employee development programmes through structured interventions and on-the-job and experiential learning through career movements, special assignments and projects. It is intended to build best-inclass capability in the area of Go-to-Market, Operational Excellence and Quality, Brand and Portfolio Management and Innovation.

During the year, following unique initiatives were launched:

1. Managerial Development Program - Enhancing the capability of managers to build an inclusive and engaged team has always been the priority of your Company. Your Company piloted the programme which aimed at improving the team management skills of managers at Crompton. The managers were trained on Connect, Develop and Inspire model of Great Manager Institute. This programme helped the managers build cohesiveness in their teams leading to improved business performance. Seeing the success of this initiative, your Company is now all set to deepen this intervention further.

2. Breakthrough Innovation - Your Company had embarked on this journey last year mainly for Innovation Team. The program on Breakthrough Innovation has been executed well. The program consisted of capability building sprints as well as ideation sprints (to address the KPI of new ideas to be identified for prototyping).

3. Taking Ownership for One’s Development - Career development workshops for employees to sensitise them on the importance of life-long learning and how they need to take charge of their own development were conducted. The employees also realised that they continuously need to up-skill/re-skill themselves if they need to stay relevant in the job market. Employees were nudged to refine their skills through self-learning on Degreed and through the training programs organised by the Company.

4. Crompton Leadership Program - The finance leadership program was delivered through virtual sessions where participants were challenged to break their limiting beliefs. Employees identified areas of development for themselves and committed to deliver on the action plans that they made for themselves. This program helped to incorporate coaching as an essential component of training design. With people spread over multiple locations, virtual coaching is far more practical to implement. Also, based on the success of this initiative, your Company was able to widen coverage in MDP programmes while managing the costs.

Employee Relations & Compliance

Your Company continued to enjoy a very good relationship with the labour unions at the respective factories. The overall compliance framework was further strengthened by an indepth assessment of all compliance-related risks and taking suitable actions.

Digitalising HR Practices

The journey to digitise all aspects of an employee''s life cycle continued with further deployment of technology-enabled tools and processes.

DIRECTORATE & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of your Company. The detailed Nomination and Remuneration Policy is contained in the Corporate Governance Section of the Annual Report.

Your Company''s Board comprises nine Members as on the date of this Report. The Chairman, Mr. H. M. Nerurkar is an Independent Director.

Mr. Shantanu Khosla is the Managing Director. Mr. Mathew Job is the Executive Director & Chief Executive Officer. Mr. D. Sundaram, Mr. P. M. Murty, Ms. Smita Anand, Mr. P. R. Ramesh and Ms. Hiroo Mirchandani are other Independent Directors. Mr. Promeet Ghosh is Non-Executive NonIndependent Director.

Mr. P. R. Ramesh (DIN:01915274) was appointed as an Additional Independent Director by the Board on the recommendation of Nomination and Remuneration Committee w.e.f. 21^st May, 2021. The Members of the Company at the 7^th Annual General Meeting held on 23^rd July, 2021 approved the appointment of Mr. P. R. Ramesh as an Independent Director for a period of 5 years w.e.f. 21^st May, 2021.

Ms. Hiroo Mirchandani (DIN:06992518) was appointed as an Additional Independent Director of the Company by the Board on the recommendation of Nomination and Remuneration Committee w.e.f. 28^th January, 2022. The Members of the Company vide special resolution passed through postal ballot on 24^th March, 2022 approved the appointment of Ms. Hiroo Mirchandani as an Independent Director for a period of five years w.e.f. 28^th January, 2022. The Nomination & Remuneration Committee had evaluated the balance of skills, knowledge and experience as required for being eligible for appointment on the Board of the Company and on the basis of such evaluation had prepared a description of the role and capabilities required of an Independent Director and Ms. Hiroo Mirchandani met such capabilities as identified by the Committee.

The Company has received a declaration from each of its Independent Directors confirming that they satisfy the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Also, all the Independent Directors are registered on the on-line database of Independent Directors created by the Indian Institute of Corporate Affairs, Manesar (“IICA”). The Independent Directors have also cleared the online proficiency self-assessment test required to be given, to whomsoever it was applicable. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https://www.crompton.co.in/ investors/corporate-governance/.

During the year under review, Mr. Sahil Dalal (DIN: 07350808) resigned from the Board of the Company w.e.f. 23^rd July, 2021. The Board expresses its appreciation for Mr. Sahil Dalal for the valuable guidance and services rendered by him during his tenure as Director of the Company.

Ms. Shweta Jalan (DIN:00291675), a Director liable to retire by rotation, who did not seek re-appointment at the 7^th Annual General Meeting retired as a Director of the Company w.e.f 23^rd July, 2021. The Board expresses its appreciation for Ms. Shweta Jalan for the valuable guidance and services rendered by her during her tenure as Director of the Company.

Mr. Promeet Ghosh (DIN:05307658), Non-Executive Director is liable to retire by rotation. Mr. Promeet Ghosh

being eligible for re-appointment at the ensuing AGM of your Company has offered himself for re-appointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of your Company.

Mr. Shantanu Khosla, Managing Director, Mr. Mathew Job, Executive Director & Chief Executive Officer, Mr. Sandeep Batra, Chief Financial Officer and Ms. Pragya Kaul, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 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.

Mr. Sandeep Batra - Chief Financial Officer of the Company has resigned from his services and he will be relieved of his responsibilities w.e.f. 30^th May, 2022.

Your Board of Directors met nineteen (19) times during the financial year 2021-22. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees are Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship & Share Transfer Committee, Risk Management Committee, Allotment Committee for allotment of shares arising out of Stock Options, Strategic Investment Committee, Committee for Debentures, ESG Committee and Committee of Commercial Papers. The composition, terms of reference, number of meetings held and business transacted by the Committee(s) are given in the Corporate Governance Report.

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committee(s) of the Board and individual Directors.

During the year under review, your Company has digitalised the Board Evaluation process to maintain confidentiality & anonymity of the responses.

The Board Evaluation cycle was completed by your Company internally led by the Independent Chairman of the Company along with the Chairman of the Nomination and Remuneration Committee (“NRC”).

The parameters for performance evaluation of the Board include the composition of the Board, process of appointment to the Board of Directors, common understanding of the roles and responsibilities of the Board members, timelines for circulating Board papers, content and quality of the information provided to the Board, attention to the Company''s long-term strategic issues, evaluating strategic risks, overseeing and guiding acquisitions etc.

Some of the performance indicators for the Committees include understanding the terms of reference, the effectiveness of discussions at the Committee meetings, the information provided to the Committee to discharge its duties and performance of the Committee vis-a-vis its responsibilities.

Performance of individual Directors 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, and understanding of relevant areas, and responsibility towards stakeholders. All the Directors were subject to self-evaluation and peer evaluation.

The performance of the Independent Directors 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 Directors that they met the independence criteria as required under the Companies Act, 2013 and Listing Regulations, 2015.

The Board Evaluation discussion was focussed on how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was apprised of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its Committees such as structure, composition, meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the Board''s functioning.

Additionally, during the evaluation discussion, the Board also focussed on the contribution being made by the Board as a whole, through its Committees and discussions on a one-on-one basis with the Chairman.

The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board. They were functioning well with periodic reporting by the Committees to the Board on the work done and progress made during the reporting period. The Board also noted that the actions identified in the past questionnaire based evaluations had been acted upon.

During 2021-22, the Company actioned the feedback from the Board evaluation process conducted in 2020-21.

The Board noted the key improvement areas emerging from this exercise in 2021-22 and action plans to address these are in progress. These include strengthening the succession planning for key positions, business strategy and annual plan etc.

FAMILIARISATION PROGRAMME

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive 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 and Code of Conduct applicable to Directors and Senior Management Personnel. They are also updated on all business-related issues and new initiatives.

Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors.

The Directors appointed as members on the Corporate Social Responsibility Committee (“CSR”) are also involved and briefed about CSR initiatives of the Company. Senior Executives of the Company make presentations to the members of the Board on the performance of the Company and strategic initiatives.

Brief details of the familiarisation programme are uploaded and can be accessed on the Company''s website at https:// nfs.crompton.co.in/assets/wp-content/uploads/2022/04/ Familiarization-Programme-for-the-FY-21-22.pdf.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

Your Company has four Subsidiaries, the details of which are as follows:

1. Nexustar Lighting Project Private Limited

(CIN: U74999MH2019PTC318955), a wholly owned subsidary Company was incorporated on 2^nd January, 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 Urban Local Bodies (ULBs) in

Odisha. This contract received from the Government of Odisha, Housing & Urban Development Department is on Public-Private Partnership (PPP) basis.

Total Revenue for the Financial Year ended 31^st March, 2022 was '' 15.62 crore (previous year '' 38.24 crore) (including '' 2.49 crore) (previous year '' 0.19 crore) as other income and Profit After Tax was '' 4.43 crore (previous year '' 5.54 crore).

2. Pinnacles Lighting Project Private Limited

(CIN: U74999MH2018PTC318891) a wholly owned subsidary Company was incorporated on 31^st December, 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 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 31^st March, 2022 was '' 19.45 crore (previous year '' 42.82 crore) including '' 2.54 crore (previous year '' 0.21 crore) as other income and Profit after Tax was '' 5.26 crore (previous '' 6.38 crore).

3. Crompton CSR Foundation (CIN: U85300MH2019 NPL324784) (CSR Unique Identification No: CSR00001086) a wholly owned subsidary Company was incorporated under Section 8 of the Companies Act, 2013 (being a Company limited by guarantee not having share capital) on 1^st May, 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 lnd AS 110.

4. Butterfly Gandhimathi Appliances Limited

(CIN: L28931TN1986PLC012728) became a

subsidiary of your Company on 30^th March, 2022. It was incorporated on 24^th February, 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 and in particular all household appliances.

Total Revenue for the Financial Year ended 31^st March, 2022 ended was '' 1,007.25 crore (including '' 1.94 crore as other income) and Profit After Tax was '' 16.13 crore.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, 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 open for inspection and are also available on the website of your Company at https://www.crompton.co.in/investors/accounts-of-subsidiary-companies/.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in compliance with Indian Accounting Standards (the ‘Ind AS'') notified under Section 133 of the Companies Act, 2013 (the ‘Act'') read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act.

RELATED-PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions placed on the website of the Company at https://www.crompton.co.in/ media/Materialitv-Policv.pdf.

All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions is placed before the Audit Committee for their noting/approval every quarter.

There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover) during the year as per the last audited financial statements. Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

All related-party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to the Notes to the financial statements which sets out the disclosure for related-party transactions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loans and Guarantee(s) made by the Company under Section 186 of the Companies Act, 2013. The details of investments made by the Company under Section 186 of the Companies Act, 2013 form part of this Annual Report and are given in the Notes to the standalone financial statements for the financial year ended 31^st March, 2022.

ENTERPRISE RISK MANAGEMENT

Your Company has established a robust Risk Management Policy, framework and process to ensure the achievement of its strategic objectives and sustainable goals. The process enables informed decision-making, through risk assessment and management at various levels. Both Bottom-up and Top-down approaches are adopted covering the Organisation, Business units and Functions. Risk Council comprising the Senior Leadership team of your Company, reviews the major risks identified by the business and the status of mitigation

actions, to systematically address the risks, on an ongoing basis.

The Board Risk Management Committee oversees your Company''s Risk Management Policy, framework and process, Risk Management structure and Risk mitigation system. Audit Committee also has additional oversight on Financial Risks and Controls. Your Company''s Internal Management Audit team assures the Board of Directors of the effectiveness of the process.

Your Company has a comprehensive fraud prevention mechanism, to deter and detect fraud across the Company. Effective training modules have been created and institutionalized to ensure that every Employee is aware of their Whistleblowing rights, to report any action which is non-compliant with the Company''s laid down Policies and Code of Conduct. Any reporting is duly investigated and duly reported to the Board of Directors, and actioned as applicable.

Broadly, key risks identified by the management cover risks related to Product, Brand, Supply, Disruption, Cultural, Human Resources, and Information technology. Some of the key risks and mitigation actions are summarized below:

	Product Risk:
	Risk description	ACTION PLAN
	BEE Regulatory Compliance	• Design validations complete for 25 models of Ceiling fans where new BEE norms are applicable. Readiness for production on track as per timelines. • BEE compliance notification received for Water Heaters. Norms and measurement parameters being studied for further actions to ensure readiness by early next year.
	Quality Sub-standard product quality leading to brand degradation	• Project Delight program in progress for continued review by Senior leadership, of key quality parameters/scorecard including IQC, PDI, COPQ, PPR etc. Root causing top defects identified through market and projects focussed on product quality improvement. • Manufacturing excellence project with 3 Workstreams focusing to optimize Quality and reliability of Manufactured/Sourced product is in progress.
	Sustainability Increase in competition and change in consumer behaviour towards Sustainable products	• Sustainability checklist prepared with defined KPIs towards COPQ reduction, energy conservation, reduction in distance of product movement. • Gap assessment completed for 9 strategic units including own and vendor facilities. • ESG Committee is formed and PWC appointed as consultant to help evaluate further sustainability goals, materiality assessment, peer benchmarking, and finalisation of disclosure parameters. • Manufacturing excellence project''s 3WS, aim at driving manufacturing, and sourcing excellence to improve quality, capability and ESG leading to cost competitiveness for finished goods (FG). • 22-23 R&D plan comprises of projects leading to energy efficiency, health & hygiene. Alternate sustainable material/ process feasibility checks ongoing with every NPD.

Risk description	ACTION PLAN
Innovation	•	Basis consumer feedbacks and research insights, trend setting smart technology
Alignment of Product design/ technology to continuously evolving consumer demands	•	and new products for energy efficiency, health & hygiene planned as part of strategic focus areas of 22-23. Partnered with Start up India, inviting ideas from domestic private start ups, for incubation and development of identified opportunities through professional institutes like IIT and start ups.
	•	Innovation challenge programs conducted to generate disruptive ideas and internal teams working on further evaluations, for finalization of at least 3 breakthrough innovations to be executed in 12-18 months.
Innovation	NPD Process ver2 deployed in April 2021, to include
Ability to commercialize the	•	Success criteria at each stage gate, on defined KPIs (Revenue, Margin, Cost, product
innovation		performance)
	•	Customer complaint and action plan
	•	Lessons learnt
	•	Automated workflow system in deployment to ensure process flow does not miss the necessary steps.
	•	Project Delight reviews focus on quality feedback on new products launched.
	•	Distribution approach to be defined basis product type.
Product/Brand Reputation risk
Risk description	ACTION PLAN
Social media feedback	•	Tied up with Social media agency, to handle feedbacks/complaints (Instagram,
Inadequate/delayed response on social media complaints /		Facebook, Twitter) through Online response mechanism (ORM), with faster response time.
feedback	•	Social listening tool implemented for further reviews and actions.
Quality Service
Inability to attract customers	Project being evaluated to enhance the level of customer service network and relationship
due to lack of an after-sales	management.
service network to cater to
remote areas
Counterfeit Products:	•	Due diligence is conducted on any information of counterfeiting obtained through
Inadequate process to identify		internal and market sources, for suitable actions.
counterfeit product in market	•	Evaluating proactive capture of infringement/counterfeit, through market checks by
for corrective steps		3rd party agencies and counteract.

Supply Risk:
Risk description	ACTION PLAN
Impact of Import restrictions and Geo political changes	• Current Import dependency is approx. 10%, after In housing/domestic procurement of TPW fans, panels, exhaust fans, kettles, battens. • Alternate Import options being evaluated for lighting components.
Disruption ( fire, strike etc.) at own factory or third party vendor premises impacting production dependency on single source impacting product availability	• T2 and alternate vendors identified and readiness ensured, in the event of disruption in high run product supply. Current share of business evaluation includes capacity readiness at strategic vendors. • Single sourced products continue to be at risk due to design exclusivity with the vendor. Partly mitigated for products with alternate SKUs within the segment, manufactured In-house or by other vendors. • Manufacturing Excellence project''s deliverables include Performance in existing and new lines at own plants and realize value driven sourcing. These cover capacity validation, supplier development, and optimize vendor capability.
Volatile commodity availability, cost and rising supply chain cost	• Central and direct procurement of commodities in progress for both In-house and Vendors, at compatible rates with protected supplies, by advance blocking.
Disruption Risk
Risk description	ACTION PLAN
Competition Entry to new adjacencies to gain market share and counter entry of large MNCs	• Market share improvement and expansion into kitchen appliances on track. • Launch of new segment Built in Kitchen appliances as per plan. • As part of strategic plan, Company has acquired major shareholding in Butterfly Gandhimathi Appliances Limited, key player in South kitchen appliances market.
Brand and Market share Increasing competitive intensity due to entry of new players and stepped-up brand investment	• All segments maintaining market share • Innovation projects both short term and long term on track to deliver customer centric new products and to lead the market • Unnati cost effectiveness program helps with competitive product pricing in the market. • Branding plans for year implemented to achieve/exceed target spontaneous recall % in Fans, Lighting, Geysers through mass and digital media. • Competitive positioning in Numeric distribution (ND) and weighted distribution (WD) in Fans is at all-time high.
Product distribution and alternate channels GTM implementation to fully leverage plans for alternate channels	• Presence in leading E-com platforms Amazon and Flipkart being extended, to maximize share among leading categories, • Rurban and Rural strategies basis population strata are set up, executed to deliver the planned results. • Omnichannel strategy execution, enhancement of digital footprint and collaboration with B2B platform are in progress.

Culture Risk
Risk description	ACTION PLAN
Safety and EHS compliances Improper safety standards (at own factory/ vendors/Job workers)	• Legal compliances ensured through continued monitoring on digital tool Beacon. • Vendor quality performance audits include EHS compliance. Non compliances are evaluated with correction glide path. • EHS organisation and surprise checks at Vendor/Job work locations being strengthened.
Diversity Inadequate diversity encouragement	• Formal Inclusion and Diversity policy rolled out in August 2021, with Gender diversity as the key priority, including equal opportunity and zero tolerance to any form of harassment/intimidations. Diversity council formed, represented by senior leadership and management team members.
Human Resources Risk
Risk description	ACTION PLAN
High attrition rate	• Building Pipeline for sales positions at risk • Team building activities by Manager as coach and mentor • Process simplification • Focus on Employee Engagement Work Life Balance, Culture and language initiatives, capability development for career growth • Reward and Recognition programs across functions/PLs
Contract labour management and related compliances at both own and 3rd party locations	• Initiatives in progress to maintain target ratio of labour across Plants in progress through Automation, Outsourcing, hiring CGCEL trainees, NEEM deployment.
Data Security Risk
Risk description	ACTION PLAN
Unauthorized access to confidential data through exploiting vulnerabilities and leakage of company sensitive data	• User access review includes risk mitigation in progress.
In absence of periodic assessment of DR, functioning of DR site cannot be ascertained	• Annual DC DR Drill conducted for SAP • Data classification and DR assessment being done for data base on critical applications. • For Cloud based Applications, DR preparedness by vendor is being assessed

INTERNAL CONTROL SYSTEMS

Your Company believes in continued reinforcement of the Financial and Operational Controls, intended to improve transparency, accountability and effectiveness of the Company''s processes. Your Company''s policies, procedures are aligned to the Internal control framework that ensures:

- Coverage of key processes that impact the reliability of financial reporting

- Periodic Control testing to assure operational effectiveness

- Implementation of remedial measures arising out of testing

- Regular monitoring by Senior Management on the test effectiveness

- Regular review by the Audit Committee, on the progress of the actions, twice a year

Your Company has a robust Internal Audit mechanism, conducted as per the pre-approved calendar. Basis the audit, Internal auditors periodically report on the design deficiency and operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company objectives more efficiently. The observations and agreed action plans are presented quarterly, to the Audit Committee that reviews the adequacy of the controls implemented by the Management. In addition, two Audit Committee meetings are held, to review specific processes, on the improvements in systems and outcomes.

Continued Improvement initiatives and controls Standardization

In the ongoing COVID scenario, data security is the prime need of the hour. To ensure Data and IT system security, your Company has enabled ‘Single Sign on” (SSO), which will ensure that access to Company''s IT systems and applications, is available only to authorised users.

Controls concerning authorization to SAP are reviewed periodically, and are initiated towards function based User access, supported by Governance Risk and Controls module of SAP. Further actions are initiated to effectively utilize the evolving SAP solution around Process Controls and continued monitoring through automations and exception management.

E-learning modules have been developed to enable employees to keep themselves abreast of the Company''s Code of Conduct, POSH compliances and Whistle blowing

rights. This is to ensure Company''s employees are aware to always operate in a compliant and control abided environment, while achieving the Company''s Objectives.

Your Company is in constant endeavour towards IT enablement in all key processes. Major controls under Credit policy, Customer/Vendor management, Procurement, Scheme settlements, E-invoicing/waybill, etc. are embedded within SAP, assuring accuracy. Third-party validation is also initiated to ensure the system configuration is effective.

Your Company has been progressively building capability in key functions like Innovation, Design, Procurement, and Quality for standardizing processes across the Company for uniform processes and superior decision-making.

Your Company has embarked on the journey of Shared services for Accounts Payable process, for effective utilization of Company''s resources, time and expertise in driving process improvement and better decision-making. Further opportunity to expand the facility to other operational areas is being explored.

The Certificate provided by Executive Director & Chief Executive Officer and Chief Financial Officer in the Certification Section of the Annual Report discusses the adequacy of the internal control systems and procedures.

RESEARCH AND DEVELOPMENT (R&D)

Your Company endeavours to be best-in-class, promoting strong foundation of Research and Development through one of its behavioural pillars of innovation. Culture of creativity is embedded in the Company''s people and processes. The Company''s In-House R&D team strives for best technology-based sustainable product innovations, with efficient product lifecycle, including design, development and manufacturing process.

Crompton has created state-of-the-art “Innovation & Experience Centre” in Mumbai which will house all R&D innovation team and promote fungibility, creativity in Design Studio and experimentation within labs with ultra-modern infrastructure.

Continuing the spirit of creating consumer delight, your Company has launched an array of products, across segments that are designed to prove its class, both technologically and aesthetically:

Fans:

• Inspired by the natural fauna, SilentPro Blossom Smart fan makes a style statement. They are 2X more silent compared to ordinary fan & has the latest ActivBLDC

technology which gives it 5 Star rating. You can also set the mood light & enjoy the convenience of host smart features with this piece of stunning beauty.

• Wooden range of fans for consumer are becoming more discerning in terms of their decor choices.

• Industry leading performance in terms of air delivery of range Gale Plus TPW fans.

Pumps:

• Best-in-class Mini Champ plus launched with unique features like Anti Drip Adapter preventing water from entering into motor.

• Hybrid Anti Jam winding (Patent applied) to prevent pump from jamming due to rust.

• Launched V4 Ultima and Magna Range, Ultima Range with “Ultimate performance and ultimate reliability”, Magna Range with “Maximum performance and maximum reliability” to address varying water level situations and usage of household submersible pumps.

Appliances:

Your Company strengthened the portfolio of appliances with

various new launches: -

• Water Heaters - In this segment to strengthen the portfolio as well as to capture the market share, Crompton launched 14 products in Storage Water Heater out of this, 13 products are with 5 star rating, 2 in instant water heater and 1 gas water heater.

• Air Coolers - Better brand identity is defined in the right form factor and CMF (color, material, finish). To fill the portfolio gap as well to get a better market share your Company launched 7 Desert Cooler, 4 Personal Cooler, 1 loT-enabled Smart Cooler, 1 Window Cooler and 1 Tower Cooler.

• Mixer Grinder & Iron Category - Revamped line-up of Mixer Grinder with launch of 6 products in various segment to strengthen portfolio. Launched 6 new models for Iron Category with industry-leading features and performance.

• Small Domestic Appliances & Room Heaters - Entered SDA segment with the launch of products in Kettle and Sandwich Maker category and 6 new models in Room heaters to enter and explore the opportunity of this new segment. State-of-the-art validation lab infrastructure developed to test our products.

Lighting:

• Introduction of Star Cosmos series in ceiling lights to cater to the bottom of the pyramid.

• Star Lord 3 in 1 range has been a winning value proposition for the consumers.

• Slim Shakti batten with a unique design and Penta Glow feature is a first in the segment.

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

As required under section 134(3)(m) of the Companies Act,

2013, 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 as Annexure 3 to this Report.

ENVIRONMENT, HEALTH & SAFETY (EHS)

A comprehensive EHS manual titled KAVACH 3.0 comprising the policies, procedures and work instructions has been implemented across the product lines (PLs).

To ensure focussed delivery on EHS activities, each plant carried out Aspect Impact and HIRA (Hazard Identification and Risk Assessment) review for various activities and identified Controllable/Uncontrollable and Normal/ Abnormal/Emergency scenarios in each operation.

Your Company is greatly conscious of its responsibilities towards Health, Safety and Environment Management. A policy on Occupational Health, Safety and Environment is already in place. During the year, your Company complied and excelled with EMS 14001 & ISO 45001 implementation across PLs, which is an important milestone in Safety journey of the organization.

Single IMS (Integrated Management System) is in place which is the foundation of the overall Health, Safety and Environment framework at your Company.

At Vadodara unit, third party safety audit conducted in October 2021 as per Gujarat factory Rules.

Closure of the safety audit observations is ensured by following Plan Do Check Act (PDCA) cycle and taking effective Corrective and Preventive Actions (CAPA) in reasonable timeframe. 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 proactive approach in ensuring safety performance.

A comprehensive EHS scorecard is followed across units and is monitored every month for the performance and corrective, preventive action are taken as appropriate. Meetings are conducted to promote cross-learning between Manufacturing units with an agenda to conserve natural resources through water consumption reduction, electricity consumption reduction, proper disposal of hazardous wastes etc. Various promotional activities taken towards EHS awareness are also shared between the units to continuously improve and standardize best practices. Safety-related performance is analyzed in a standardized data-based approach and learnings are shared to continually improve upon from the existing scenario.

A brief on EHS programmes of your Company is as under:

Environment - a green pursuit

In addition to the focus in conserving finite resources together with reducing harmful emissions, sustainable management at all stages of the value chain and through the life cycle of the products is now an essential part of your Company''s policy.

Your Company is committed to achieving its target by implementing management programmes. All units are complying with Zero liquid discharge system along with focus on reduction in air emissions.

In other environmental focus areas, your Company has complied with all environment-related legal statutory requirements laid by the Government from time to time. Your Company is highly focussed on carbon footprint reduction through the manufacture and sale of energy-efficient products.

In the current financial year 11.99 Lakh MWh of energy savings has been possible from the production of energy-efficient star rated products supported by various process improvement initiatives.

Reduction in energy consumption:

Baddi Fan Unit-II plant has reduced electricity consumption per unit from 0.13 kWh/unit to 0.11 kWh/unit, approx. saving of 92.5 MWh from last year. This was achieved by removing exhaust fans from Gold Line Fan Hangers and high Bay lights on shop floor and installation of station wise LED battens.

Bethora plant has reduced power consumption per unit from 0.33 kWh/unit to 0.264 kWh/unit, approx. saving of 297 MWh from last year. This was achieved by providing LED lights, replacing high power consuming pneumatic screw drivers with 35W electrical screw drivers, integrating 5KVA solar panel load to grid power, providing facility of Auto switch off assembly lines during breaks & Auto switch off of taping machines.

Kundaim plant has reduced power consumption per unit from 0.604 kWh/unit to 0.505 kWh/unit, approx. saving of 298 MWh over last year. This was achieved by increase in production, providing LED lights, replacing high power consuming pneumatic screw drivers with 35W electrical screw drivers, providing facility of Auto switch off streetlights.

Reduction in water consumption:

Baddi Fans Unit-II plant has reduced water consumption from 49.9 Ltr/Person/Day to 34.4 Ltr/Person/Day, approx. saving of 900.9 KL over last year. This was achieved by installing Auto shutoff valve on rooftop Tanks and re-routing of pipelines to prevent water losses.

Baddi Lighting Unit plant has reduced water consumption from 45.9 Ltr/Person/Day to 40.2 Ltr/Person/Day, approx. saving of 12.4% (1,076 KL) over last year. This was achieved by identifying and controlling all leakages from Plant.

Bethora plant has reduced water consumption from 39.1 Ltr/ person/Day to 28.1 Ltr/Person/Day, approx. saving of 1,306 KL over last year. This was achieved by providing aerators & auto sensors for taps and using treated water from STP for flushing & gardening.

Vadodara plant has reduced water consumption from 105 Ltr/Person/day to 96.16 Ltr/Person/day, approx. saving of 3,180 KL over last year. This was achieved by replacing corroded pipeline, controlling leakages from water pipelines & washrooms.

Hazardous waste reduction and management:

The Company''s operational units ensure that all hazardous waste are sent to the authorised disposal facility/recycler approved by the State Pollution Control Board.

Clean and Green Environment:

Plantation/distribution of 230 trees carried out at various locations as a part of the tree plantation drive and environment day celebrations.

Safety:

Safety is accorded overriding priority by your Company. The business has ensured to achieve and maintain globally approved fire-safety standards. The units are equipped with fire fighting equipment and trained teams to mitigate any such incident.

All the units are certified for Fire NOC requirements. Apart from the above, Baddi Fans, Baddi Lighting, Bethora Fans, Kundaim Fans, Ahmednagar Pumps unit are equipped with fire detection system to trigger a timely alarm in case of any fire incident.

Your Company is committed to building a safety culture by strict adherence to Work Permit System (WPS) and Daily Tool box talks.

Regular interaction is maintained through Safety Committee Meetings with all associates. Fire-safety drills, safety week celebration and continuous safety training to all employees begin with adequate induction. Internal plant safety audits are conducted too. All actions and recommendations are being recorded, evaluated and acted upon by respective EHS leaders.

Safety standards are monitored through a focus on appropriate safety control, elimination of unsafe conditions and fool-proof engineering solutions (Poka-Yoke) as appropriate.

Key Safety programmes implemented during the year include:

• Commissioning of new Powder coating & liquid painting facility at Kundaim factory by strictly following all safety protocols.

• 51^st National Safety Week celebrated across all Units by organizing safety drill & various competitions.

• Integrated Management System (IMS) Recertification audit completed at Goa & Baddi units.

• Rooftop Lifeline installed at Vadodara Unit & new building at Kundaim.

• 72 First Aiders trained from St. John Ambulance in Goa & Baddi Units.

• Fire sprinkler system installed at newly setup racks for material storage at Kundaim.

• Installation of advanced addressable central fire detection system in shop floor, wireless system in office area and periphery areas at Ahmednagar.

• Installation of XY Rail Crane system on the assembly line in Ahmednagar plant which eliminates operators'' ergonomic fatigue while handling the higher HP pumps at packing stations.

• Provision of auto water filling system for traction batteries of material handling equipment in Ahmednagar plant eliminates risk of acid land contamination due to overfilling of water.

• Electric Shock Rescue kit provided at substation room at Vadodara.

• KAIZEN implementation focussing on first aid injury.

Rewards and Recognitions of Safety practices from External forums: Goa unit received 2 awards from various prestigious forums this year in recognition of its excellent safety practices and results. These awards are:-

i. Gomanth Sarvoch Suraskha Puraskar Award (First Prize).

ii. National Safety Award from Global Safety Summit 2022 in the Consumer Electricals Sector.

Health:

This year had been very significant in ensuring the health of all employees including contract workmen and all their families in wake of the COVID challenge which is new to us and the world.

Your Company has taken an excellent effort in taking care of the health of all the employees through the implementation of rigorous COVID prevention measures. A core committee has been formed overseen by Head HR to ensure effective implementation and strict adherence to COVID protocols. Some of the key measures include temperature and oxygen level checking for employees at regular frequency, partition provision between workstations, sanitisation of all touch points, social distance markings, automatic or foot-operated water dispensers, sanitisation points creation, regular trainings, tracking, tracing, isolation of employees with symptoms and support in terms of medical treatment etc.

An app named “My Shield” is followed at all manufacturing locations to track and ensure that all employees including contract workmen maintain social distancing norms. The app will trigger an alarm to control points whenever the norms are violated. This helps in contact tracing as well.

An overall untiring effort has been put from all fronts to ensure the safety and health of all in this challenging situation.

CORPORATE SOCIAL RESPONSIBILITY (CSR) FRAMEWORK & VISION

Your Company’s Social Impact Progress

Your Company believes that corporates have a significant role to play in bringing about social change. Your Company has kept its social and development mandate flexible and responsive to development challenges. Your Company''s Corporate Social Responsibility strategy has evolved to focus on areas it sees as key for positive change.

Your Company has chosen the grant-making route, and backs the right implementation partners, leverage their sector expertise and community connect, to positively impact the lives of the end beneficiary.

UJJVAL DEEP the CSR programme aligns with your Company''s long-term commitment to building positive and shared value for its stakeholders and addressing developmental priorities as identified by the Companies Act, 2013.

SKILL DEVELOPMENT

CREATING LIVELIHOOD OPPORTUNITIES

Your Company''s skill training programs are designed to provide youth with an opportunity to earn a sustainable livelihood, develop employable skills, entrepreneurship, and vocational training. It ensures that your Company''s support is aligned to the vision of National Skill Development Mission

By setting up skill centres across Maharashtra, Goa, Haryana, Himachal Pradesh, Odisha, and Tamil Nadu, your Company aims to provide vocational training in mechanical, electrical and plumbing. Through hands-on intense 3-month training, youth are equipped with the technical and soft-skill training to build their knowledge and confidence.

120 youth trained across 4 locations. 70 percent of the total beneficiaries employed.

Your Company''s trainings in imparting Mechanical, Electrical and Plumbing have especially shown good results helping under-skilled youth gain employable skills, increase their income, and chances for better employment opportunities.

PROMOTION OF HEALTH AND RESPONSE TO COVID-19 PANDEMIC RESPONSE TO COVID-19 PANDEMIC

COVID-19 was not merely a health crisis in the short term, but a devastating human, health, economic and financial crisis. Your Company''s COVID-19 response was aimed at alleviating the human & health crisis faced by socio-economically vulnerable sections of society.

The Foundation''s response was immediate, timely and focussed on need-based interventions.

A direct impact of the COVID-19 lockdown was the loss of livelihood and income for the daily-waged population; this vulnerable population struggled for basic amenities and necessities. The Foundation rapidly mobilized to distribute over 12,000 dry ration and 1,000 hygiene kits to these vulnerable communities. Under Rail Yatri program, 50,00,000 kits were distributed to migrants moving from Mumbai to their native places.

Being at high risk from COVID-19, your Company''s interventions focussed on distributing personal protective gear and distributed N95 masks and sanitizer kits to over 4,000 villagers to protect and slow down the spread of COVID-19

Police and healthcare workers were at the forefront of this crisis, with limited resources. Your Company also provided them PPE kits, N95 masks and sanitizers.

The emergence of COVID-19 made dedicated isolation centres a critical factor to control the spread of COVID-19, particularly in areas that did not have the adequate infrastructure.

Responding to this immediate need, Your Company provided infra-needs to primary health center for symptomatic patients who cannot afford healthcare facilities in Ahmednagar. This increased and enhanced patient capacity of the COVID-19 care center.

PROVIDING ACCESS TO QUALITY HEALTHCARE

Ensuring healthy lives and promoting well-being at all ages is essential and the building block to a sustainable society. Healthy populations are more productive, contribute to socio-economic progress, live longer, and save more. Your Company supports high impact interventions to improve access and quality of healthcare, address socio-economic barriers and support life-saving infrastructures to improve health outcomes, especially for marginalized communities.

A blood bank was constructed at Baddi in collaboration with local administration to support the patients in need of blood transfusion during emergency. Your Company believes in a public-private model together with local government for such initiatives. The Blood Bank was transferred under the care of district administration to benefit over 5 lakh lives.

Cancer has been a leading cause of mortality in India. Early diagnosis and timely treatment can increase survival rate and reduce the burden of cancer care. Exacerbated by the pandemic, your Company supported treatment of 101 patients with blood cancer to bring a new ray of hope to their families.

Support was also extended to set up Neonatal Intensive Care and Paediatric Intensive Care units at B J Wadia Charitable Hospital, Mumbai to increase patient capacity and reduce waiting periods, thus reducing child mortality. Annually, the hospital is to offer Intensive Care to more than 7,000 children in need of critical care.

Your Company also upgraded existing COVID-19 Mucormycosis Unit with state-of-the-art medical equipment''s at SSG Government Hospital, Vadodra which will help in reducing the waiting time of patients. Over 9 lakhs patient to avail improved services over a year.

Water conservation initiatives at your Company are focussed at empowering the drought-hit villages of Maharashtra. This year, your Company continued its efforts to improve water security and sustaining farmers'' livelihood through integrated watershed management and conservation of natural resources across Maharashtra. 500 water structures were built and 100 wells were recharged to increase the water availability for drinking and agriculture purposes impacting 9,000 farmers with an annual increase in '' 20,000 additional income of the farmers. Promoting horticulture and plantation helped in increasing water storage capacity.

As a part of its commitment to ‘Community Development'' around us, your Company undertakes programs for the benefit of the communities in and around your Manufacturing Units to take collective action and generate solutions to common problems.

An adverse effect of the lockdown resulted in school closures and social isolation has affected all students, but particularly those living in poverty. Your Company''s support went towards helping students recover and stay on track throughout the year and minimize disruptions caused by the pandemic.

Your Company distributed over 8,000 Happiness boxes to students at Vadodara, which contained ration supplies, biscuits, spices, toiletries, notebooks, and stationery to motivate them.

To ensure that learning did not stop, over 170 online sessions were conducted on Citizenship Values and Life Skills development programs. These sessions covered topics around gender equality, cultivating critical thinking, and diversity values that helped children reflect with a trained facilitator. In addition, a ‘My Everyday Happy Book'' was designed to help over 4,000 students from 16 schools to continue their learning and engage in activities that focussed on a range of topics, from self-development to family bonding to nutrition, nature and health.

With an objective to financially assist meritorious students who face difficulties in continuing their education due to financial constraints, the Ujjwal Deep Scholarship aims to support scholars who want to pursue higher education in Medical and Engineering field. Your Company has supported over 200 students through this program and helped create a bright future for themselves through education.

Your Company''s CSR Foundation instituted a merit-based scholarship for students like Shruti who can pay the college, fees with pride for a brighter future. Till reporting period 244 students availed of scholarship.

Ankit made his parents proud who had always dreamt of a professional course for their eldest son. He can now pay the fees of the current academic year with the help of your Company''s CSR initiative.

Your Company helped to address sanitation and public health concerns for over 200 households. The structure stands tall as an example of ‘Swachh Bharat'', improving access to public amenities acting as the first step to communal behavioural change. (Picture below)

EMPLOYEE VOLUNTEERING

Through your Company''s employee engagement activities and volunteering initiatives, it aims to foster a sense of empathy, improve employee engagement, and deepen your Company''s ties to the communities it serves.

Your Company''s CSR Foundation launched the ‘Be My Santa'' campaign; Employees participated in raising grant money to either adopt a wish or to donate funds to children with critical illness. A matching grant was donated to the campaign equal to the fund raised by employees.

To have hygienic menstruation is basic to the dignity and well-being of women. It is highly associated with gender equality. Due to poor hygiene awareness and facilities, women and girls in India, especially in rural blocks, fails to get education and livelihood opportunities.

Recognising that, if menstrual health and hygiene is well managed from the start, it has a high potential to contribute to increasing female empowerment. Crompton employees initiated a campaign to break the bias and 3,000 women were provided health and hygiene kits.

Entire campaign was conceptualised, designed and implemented by employees. It was significant to note the participation of male employees in organising sessions on menstrual hygiene and distributing hygiene kits to women. Over 300 hours were contributed by employees and this reflects their endeavour of care for community and this was acknowledged by local administration.

Your Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31^st March, 2022, in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure 4.

MATERIAL CHANGES AND COMMITMENT

A Share Purchase Agreement (“SPA”) was executed between your Company, Butterfly Gandhimathi Appliances Limited (“BGMAL”) and certain members of the Promoter and Promoter group of BGMAL on 22^nd February, 2022.

Pursuant to the aforesaid SPA, your Company has acquired 98,33,754 equity shares representing 55% of the equity share capital of BGMAL through the stock exchange settlement process on 25^th March, 2022. Subsequent to the acquisition of 55% of equity shares of the Company, Crompton has acquired sole control over the Company and has become a Promoter of the Company.

The Open Offer is being made by your Company to the Public Shareholders of BGMAL in accordance with Regulation 3(1) and Regulation 4 of the Securities and Exchange Board of India (“SEBI”) (Substantial Acquisition of Shares & Takeover) Regulations, 2011 for acquisition of up to 46,48,684 fully paid-up equity shares of face value of '' 10/- (Indian Rupees Ten only) each (“Equity Shares”) representing 26% of the voting rights of the Company from the Public Shareholders at a price of '' 1,433.90 (Indian Rupees One Thousand Four Hundred and Thirty Three and Ninety Paise only). The Draft Letter of Offer has been filed with the Securities Exchange Board of India (“SEBI”) on 4^th March, 2022. SEBI has given final observations on the draft Letter of Offer on 10^th May, 2022. The tendering period commenced on 23^rd May, 2022 and shall close on 3^rd June, 2022.

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

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 the future.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

M/s. KFin Technologies Limited (Formerly KFin Technologies Private Limited) is the R&T Agent of the Company. Their contact details are mentioned in the Report on Corporate Governance.

PUBLIC DEPOSITS

No public deposits have been accepted or renewed by your Company during the financial year under review pursuant to the provisions of Sections 73 and 74 of 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 the Chapter V of the Act is not applicable.

AUDITORS

a. Statutory Auditors:

During the year under review, the Company had received a letter dated 14^th July, 2021 from M/s. Sharp & Tannan, Chartered Accountants withdrawing their consent for re-appointment as Statutory Auditors of the Company. The Board has accepted the said withdrawal and consequently the proposed resolution item for reappointment of Statutory Auditor was withdrawn and not transacted in the 7^th Annual General Meeting held on 23^rd July, 2021.

The Board of Directors, on the recommendation of the Audit Committee, recommended for the approval of the Members at the Extra Ordinary General Meeting held on 27^th August, 2021, the appointment of

M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), as the Statutory Auditors of the Company to hold office from the conclusion of Extra Ordinary General Meeting until the conclusion of the 12^th AGM of the Company in place of M/s Sharp & Tannan, Chartered Accountants, (Firm Registration No. 109982W) whose tenure expired at the conclusion of the 7^th AGM and were continuing as the auditors of the Company pursuant to Section 139(10) of the Companies Act, 2013. M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed as the Statutory Auditors in the Extra Ordinary General Meeting held on 27^th August, 2021.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended 31^st March, 2022. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

b. Cost Auditors:

Your Company is required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and have them audited every year and accordingly, such accounts and records are made and maintained in the prescribed manner.

The Board at its meeting held on 27^th May, 2022 based on the recommendation of the Audit Committee, approved the appointment of M/s. Ashwin Solanki & Associates, Cost Accountants (Firm Registration Number: 100392) as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the financial year 2022-23. A remuneration of '' 6.00 lakhs plus applicable taxes and out-of-pocket expenses, has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the ensuing AGM. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for the financial year 202223 will be placed at the ensuing AGM. Your Company has received consent and eligibility certificate from M/s Ashwin Solanki & Associates.

c. Secretarial Auditors:

M/s. Parikh & Associates Practicing Company Secretaries carried out the secretarial audit during the year.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on 27^th May, 2022, based on the recommendation of the Audit Committee, approved the appointment of M/s. Parikh & Associates, Practicing Company Secretaries (ICSI Unique Code P1988MH009800) as the Secretarial Auditor to conduct audit of the secretarial records of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure 5 to the Report.

There has been no qualification, reservation, or adverse remark given by the Secretarial Auditors in their Report.

Further, the wholly-owned subsidiaries of the Company as mentioned above are not material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended, do 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 21^st May, 2021 based on the recommendation of the Audit Committee, had approved the appointment of M/s. Grant Thornton India LLP (Identity number AAA-7677) to conduct the internal audit of your Company for the financial year 2021-22.

M/s. Grant Thornton India LLP has been appointed as the Internal Auditors of your Company for the financial year 2022-23 to review various operations of the Company.

PARTICULARS OF EMPLOYEES

There are 20 employees who were in receipt of remuneration of not less than '' 1,02,00,000/- if employed for the full year or not less than '' 8,50,000/- per month if employed for any part of the year.

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 6 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours. The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibit. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate received from the Company''s Secretarial Auditor confirming compliance is included in the Annual Report.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, report on “Management Discussion and Analysis” is attached and forms a part of this Report.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of this report.

COMPLAINTS RELATING TO SEXUAL HARASSMENT

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The constitution of ICC is as per the POSH Act and includes an external member who is an independent POSH consultant with relevant experience. Your Company has also initiated the e-learning tool on POSH for all regular employees and also for induction of

new employees. Your Company has also provided a Toll Free No. for registering any POSH complaint telephonically.

During the year under review, 1 (one) complaint was received which has been investigated in accordance with the guidelines. The employee has not been found guilty of any misconduct.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism and Whistle Blower Policy intending to provide a mechanism for employees to report violations. 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. No personnel have been denied access to the Audit Committee.

The Policy also provides a mechanism to encourage and protect genuine Whistleblowing among the Vendors.

Any incident that is reported is investigated and suitable action is taken in line with the Policy.

The Whistle Blower Policy of your Company is posted on the website of the Company at https://www.crompton.co.in/ media/Vigil-Mechanism-and- Whistleblower-Policy.pdf.

Your Company has also initiated the e-learning tool on Whistle Blower Policy for all regular employees and also for induction of new employees. Your Company has also provided a Toll Free No. for registering any whistle blower complaint telephonically.

7 (seven) Whistle Blower complaints were received during the year 2021-22 and suitable action has been taken in accordance with the policy.

LISTING

The equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Non Convertible Debentures (NCDs) of the Company are listed on the Debt Segment of National Stock Exchange of India Ltd. The Commercial Papers (CPs) of the Company are listed on National Stock Exchange of India Ltd.

Your Company has paid the Listing fees for Equity Shares to both the Stock Exchanges and Listing fees for NCDs to the National Stock Exchange of India Ltd. for F.Y. 2021-22 and F.Y. 2022-23.

Your Company has also paid Listing fees for Commercal Papers for F.Y. 2022-23.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2021-22, is placed on the Company''s website and can be accessed at https://www. crompton.co.in/investors/annual-report/.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'' respectively have been duly followed by the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the Financial Statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013 and guidelines issued by SEBI. 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. the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

2. the Accounting Policies selected and applied consistently, give a true and fair view of the affairs of the Company and of the profit for F.Y. 2021-22;

3. sufficient care has been taken and that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

4. the Annual Accounts have been prepared on a going concern basis;

5. the internal financial controls laid down by the Company were adequate and operating effectively; and

6. the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

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:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

4. No fraud has been reported by the Auditors to the Audit Committee or the Board;

5. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013;

6. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.

7. Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement. There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Company''s performance.

Your Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

For and on behalf of the Board of Directors

H.M. Nerurkar

Place : Mumbai Chairman

Date : 27^th May, 2022 DIN: 00265887

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Mar 31, 2021

Your Directors are pleased to present the Seventh Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2021.

FINANCIALS

The table below depicts the standalone financial performance of your Company for the year ended 31^st March, 2021.

(? crore)
Particulars	Year ended 31st March, 2021	Year ended 31st March, 2020
Revenue from operations	4,749.95	4,511.97
Total income	4,825.58	4,570.84
Profit before Tax	707.72	588.27
Tax expense (including deferred Tax)	102.98	93.57
Profit after Tax	604.74	494.70

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

During the year ended 31^st March, 2021, your Company registered revenue from operations of '' 4,750 crore against '' 4,512 crore in the previous year 2019-20 delivering growth of 5.3% over last year.

Tax expense was lower due to effect of the tax refund granted for the year 2017-18 and 2018-19.

INCREASE IN AUTHORISED SHARE CAPITAL

During the year under review pursuant to the ordinary resolution passed by the shareholders of the Company through postal ballot dated 6^th January, 2021, the Authorised Share Capital of the Company was increased from '' 130,00,00,000 (Rupees One Hundred Thirty Crore only) divided into 65,00,00,000 equity shares of '' 2/-each (Rupees Two only) to '' 131,00,00,000 (Rupees One Hundred Thirty One Crore only) divided into 65,50,00,000 equity shares of '' 2/- (Rupees Two only).

INCREASE IN SHARE CAPITAL - EXERCISE OF STOCK OPTIONS

During the year under review, your Company has made following allotments pursuant to the exercise of options by eligible employees under the various ESOP schemes:

A. Crompton Employee Stock Option Scheme - 2016 (ESOP 2016):

Date of Allotment	No. of Shares
16th September, 2020	49,963
09th November, 2020	28,125
16th December, 2020	26,866
04th January, 2021	21,070
18th January, 2021	27,000
17th February, 2021	48,000
18th March, 2021	25,000
23rd March, 2021	49,000
Total	2,75,024

B. Crompton Performance Share Plan - 1 - 2016 (PSP 1 2016):

Date of Allotment	No. of Shares
29th January, 2021	1,00,000
Total	1,00,000

C. Crompton Employee Stock Option Scheme - 2019 (ESOP 2019):

Date of Allotment	No. of Shares
18th March, 2021	32,357
Total	32,357

Accordingly, the total paid-up share capital of the Company as on 31^st March, 2021 is '' 125,53,82,706/-(Rupees One Hundred Twenty Five Crore Fifty Three Lakh Eighty Two Thousand Seven Hundred Six only) divided into 62,76,91,353 equity shares of '' 2/- each.

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of '' 2.50/- per equity share of the face value of '' 2/- each for the year ended 31^st March, 2021. The Interim Dividend of '' 3/- per equity share was paid on 13^th November, 2020.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on 23^rd July, 2021 will be paid on or after 26^th July, 2021 but within a period of 30 days from the date of AGM to the Members whose names appear in the Register of Members, as on the Record date

i.e. 9^th July, 2021. The total dividend for the financial year, including the proposed Final Dividend, amounts to '' 5.50 per equity share. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

Further, pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, since seven years have not elapsed from the date of declaration and payment of dividend since incorporation, transfer of unpaid dividend and the shares on which dividend has not been paid or claimed to Investor Education and Protection Fund (IEPF) is not applicable to the Company.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has adopted a Dividend Distribution Policy and the same is available on the Company''s website at https://www.crompton.co.in/ media/Dividend-Distribution-Policy.pdf.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company issued rated, secured, listed, redeemable, Non-Convertible Debentures (NCDs) aggregating to '' 300 crore on a private placement basis. These NCDs are listed on Debt

Segment of National Stock Exchange of India Ltd. The proceeds of Non-Convertible Debentures were used to infuse additional funds to retain adequate liquidity to support business continuity and growth during COVID-19.

Your Company has redeemed Non-Convertible Debentures (NCDs), Series B, issued in June 2016, amounting to '' 170 crore on 24^th June, 2020.

Presently, total NCDs aggregating to '' 480 crore are listed on the National Stock Exchange of India Ltd. Out of these NCDs, Series C, issued in June 2016, amounting to '' 180 crore is due for redemption on 24^th June, 2021.

IDBI Trusteeship Services Limited is the Debenture Trustee for the Debenture holders. The details of the NCDs and the Debenture Trustee are provided in the Corporate Governance Section which forms a part of the Annual Report.

CREATION OF DEBENTURE REDEMPTION RESERVE

Your Company has maintained Debenture Redemption Reserve (DRR) at '' 75 crore created in financial year 2018-19 pursuant to the provisions of Section 71 of the Companies Act, 2013 read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014. The DRR maintained is adequate for the NCDs redemption due for redemption on 24^th June, 2021.

As required under SEBI Circular SEBI/HO/MIRSD/ CRADT/CIR/P/2020/207 dated 22^nd October, 2020, your Company has created Recovery Expense Fund in respect of outstanding debentures.

RESERVES

Your Company does not propose to transfer any amount to the General Reserve.

CREDIT RATING

CRISIL has reaffirmed your Company''s long-term rating to AA /Stable. The short-term rating at A1 remains the highest.

EMPLOYEE STOCK OPTION PLAN

During the year under review, the Members of the Company, vide special resolution passed through postal ballot on 6^th January, 2021, approved the amendment in the ESOP 2019 and increased the option pool to further create, issue, offer and grant additional 50,00,000 (Fifty Lakh) stock options.

The number of stock options available under ESOP 2019 are 98,00,000 (Ninety Eight Lakh) exercisable into 98,00,000 (Ninety Eight Lakh) equity shares.

The ESOP Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (‘the SBEB Regulations'').

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 are provided in Annexure 1 to this Report.

HUMAN RESOURCES & EMPLOYEE RELATIONSEmployee Performance & Engagement

Employee engagement is tracked on a real-time basis in Crompton. Your Company had conducted an organisation-wide “Employee Engagement Survey” by partnering with Kincentric in December 2019. The results of the Survey were shared by the Executive Director & CEO in the townhall with all employees, wherein the overall engagement level as analysed by Kincentric was “63%”. Over the next few months, several interventions have been identified both at the Organisation level and Business Unit/Function level to enhance the employee engagement levels in the organisation.

To assess the progress that was made in improving the engagement levels, an Employee Engagement dipstick survey for most of the Business Units was conducted through Hyphen. The questions to measure the Engagement levels were the same as administered by Kincentric which were focused around the pillars “Say, Stay and Strive”. The employee engagement scores have seen a steep increase from 63% in December 2019 to 88% in February 2021. The leadership continues to act on the feedback given by the employees in various forums. The strong employee engagement initiatives are continued through multi-layer communication, engagement, and recognition programmes.

Employee Welfare and Policies Your Company has always been conscious to promote allround employee welfare. Environment, Health and Safety (EHS) guidelines are deployed to promote workplace health and safety and create a healthy environment. Regularly, the policies are benchmarked with market standards and are upgraded as and when necessary.

Some of the practices, programmes, policies, and welfare measures that were put in place to demonstrate care and empathy towards employees during COVID are listed

l~> /-~i I /—>1 A I "

1. Safe Work Environment: Once operations restarted in factories after lockdown, the priority was to provide a safe work environment so that employees could work without any fear of their safety & well-being. Your Company started with providing for social distancing at assembly lines and canteen. Workstations were provided with glass partitions to avoid direct contact. All the common touch points were studied and provided with alternatives (Eg. Inhouse developed foot operated water coolers, Foot operated doors, No touch soap dispensers, etc.).

2. Awareness Sessions: Considering that there was general panic and fear among the employees, your Company made it a point to have constant dialogue and awareness sessions on COVID-19 and steps taken by the organisation. The shop-floor employees actively participated in driving this message to all employees regularly. In factories, the supervisors organised small group interactions continuously to drive the message of safe social distancing, usage of masks and need for self-isolation in case of any COVID symptoms.

3. Adoption of Technology to ensure social distancing norms: To drive the new behaviours of maintaining the necessary distance in social interactions and to effectively track close contacts in case of any infections, significant investments were made in implementing “MyShield” application through which tags with MyShield instrument were provided to all employees which gives an audio signal if any employee comes in close contact with another person. It also enables contact tracing as and when required.

4. Transportation facility for some factory employees:

Prior to COVID, your Company was providing transportation facilities to factory employees which required the employees to assemble at specific locations. To avoid any risk of travelling on public transport, your Company has provided bus service to those factories employees by picking them up from their place of stay. Also, to avoid close contact, the number of employees in each bus was limited to half the capacity.

5. Support to the local community: Your Company''s factories are in industrial estates with a large population of migrant labourers. During the initial days of lockdown, with limited availability of ration and transportation, it was difficult for them to procure daily supplies. Your Company tied up with the local NGOs in supplying the daily essentials and the employees volunteered to ensure effective distribution of these.

6. Capability Building & Employee Wellness related programmes: Your Company took the opportunity of lockdown to upskill its employees with a range of online programmes being made available to them. Learning management system, “Degreed” with content curated on topics ranging from functional skills to employee wellness including programmes like online yoga and meditation sessions was launched. Online programmes such as How to Keep Yourself Fit, Do''s & Don''ts during the Pandemic, Mindfulness, special talks by the doctors under “Ask the Doctor” series, yoga, Work-life balance, how to be productive during “Work from Home” are continuously conducted. Your Company has also arranged an online medical facility for all the employees and their families through the DocOnline, one of the renowned companies in this field so that employees can get their health concerns addressed virtually.

7. Employee & Family Connect: Your Company always believes that success of employees is in major part dependent on the support system provided by the family members at home and made it a point to engage family members in events through online talent shows, singing competitions and special curated content on “Degreed” targeting the children of employees.

8. Support for employees affected by COVID:

Understanding the monetary and emotional drain on employees because of COVID-19, your Company took additional COVID-19 insurance for employees and their family members on top of regular medical insurance which was in place before COVID-19. Also, for any employee who was affected by COVID-19, 17 days of paid leave in addition to their regular leave eligibility was provided. The Company also reimbursed expenses incurred for COVID-19 tests for those employees who went for testing in private labs. The COVID-19 Insurance Coverage Scheme Options at special rates was extended to our Dealers & Distributors at lesser than market price.

9. Revising the monthly compensation cycle: In March 2020, when the lockdown was imposed, your Company took a call to pay salaries and incentives to employees in advance, so that they need not be worried on the financial front due to the sudden onset of lockdown. The same support has been extended to suppliers to keep the system running.

10. COVID Heroes: Your Company also started a special “Rewards & Recognition” programme for the

employees for demonstrating exemplary Crompton behaviours in difficult times. They were recognised as “COVID-19 Heroes”.

11. Adopting to new normal: Once the lockdown was eased, your Company was amongst the first organisations to re-start factories at all locations with all the necessary precautions. However, clear communication was given to employees to continue working from home if their role did not require them to come to the office. The same was mandated to those employees whose age put them at higher risk of infection. The sales teams who primarily work by extensive field visits adapted to the new normal by staying connected with business partners through regular telecalls and providing necessary support remotely for their businesses to run effectively.

Building Talent

Your Company continues to be committed to developing internal leaders and a talent pipeline. The same was further strengthened through the launch of structured long-term Leadership development programmes in partnership with the Indian Institute of Management at various levels. The process of identifying internal successors for key positions and systematic development of leadership continued.

The talent assessment process of the organisation for recruitment and internal talents also continued to be strengthened through the implementation of various data-driven tools including TalView, Knack, Hogan, Korn Ferry, etc.

Employee and Leadership Development

In line with your Company''s long-term business strategy, there are robust employee development programmes through structured interventions and on-the-job and experiential learning through career movements, special assignments and projects. It is intended to build best-inclass capability in the area of Go-to-Market, Operational Excellence and Quality, Brand and Portfolio Management and Innovation.

Your Company used the opportunity to develop Personal Leadership. During the crisis, following unique initiatives were launched.

1. Service Excellence Certification Program - Your Company piloted the programme which aimed at improving the coaching skills of First Time Managers-Area Sales Managers (ASMs). The participants were trained on how to coach their employees. While COVID

could delay the Sales, there was no way to delay the service. It had to be provided whenever a customer raised any complaint. This programme helped Service ASMs to coach Territory Managers (TMs) for resolving customer complaints with the same sense of urgency. Seeing the success of this initiative, your Company is now all set to deepen this intervention further.

2. Design Thinking - Your Company had embarked on this journey last year mainly for Product Managers and Innovation Team. However, COVID threw some unique challenges for Sales Team such as how to sustain revenues and address high-stress levels amongst employees. That is where your Company decided to pilot design thinking even for Sales Team so that they could address these challenges keeping the customer in the centre.

3. Taking Ownership for One’s Development - Career development workshops were conducted to sensitise employees on the importance of life-long learning and how they need to take charge of their own development. The employees also realized that they continuously need to up-skill/re-skill themselves if they need to stay relevant. 50 pathways on Degreed were curated and employees were nudged to refine their skills through self-learning. This was a significant leap for your Company as traditionally only classroom training was done. Hence, there was huge consumption of selflearning modules on Degreed.

4. Crompton Leadership Program - With physical sessions no longer possible, the last phase of ongoing programme with IIM Lucknow for high-potential employees was completed remotely. This revealed an important opportunity that was not leveraged earlier. People became used to virtual learning. This helped to incorporate coaching as an essential component of training design. With people spread over multiple locations, virtual coaching is far more practical to implement. Also, based on the success of this initiative, your Company was able to widen coverage in MDP programmes while managing the costs.

Employee Relations & Compliance

Your Company continued to enjoy a very good relationship with the labour unions at the respective factories. The overall compliance framework was further strengthened by an in-depth assessment of all compliance-related risks and taking suitable actions.

Digitalising HR Practices

The journey to digitise all aspects of an employee''s life cycle continued with further deployment of technology-enabled tools and processes.

DIRECTORATE & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of your Company. The detailed Nomination and Remuneration Policy is contained in the Corporate Governance Section of the Annual Report.

Your Company''s Board comprises ten members as on the date of this Report. The Chairman, Mr. H. M. Nerurkar is an Independent Director.

Mr. Shantanu Khosla is the Managing Director. Mr. Mathew Job is the Executive Director & Chief Executive Officer. Mr. D. Sundaram, Mr. P. M. Murty, Ms. Smita Anand and Mr. P. R. Ramesh are other Independent Directors. Ms. Shweta Jalan, Mr. Sahil Dalal and Mr. Promeet Ghosh are Non-Executive Non-Independent Directors.

Mr. Mathew Job was appointed as an Additional Director designated as the Executive Director & Chief Executive Officer by the Board of Directors on 22^nd January, 2021 and Members of the Company vide special resolution passed through postal ballot on 2^nd May, 2021 approved the appointment w.e.f. 22^nd January, 2021 for a period of 5 years.

Mr. P. R. Ramesh (DIN: 01915274) was appointed as Additional Independent Director of the Company by the Board on the recommendation of Nomination and Remuneration Committee w.e.f. 21^st May, 2021. Members'' approval is sought for his appointment as an Independent Director for a period of five years with effect from 21 ^st May, 2021.

The Company has received a declaration from each of its Independent Directors confirming that they satisfy the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Also, all the Independent Directors are registered on the on-line database of Independent Directors created by the Indian Institute of Corporate Affairs, Manesar (“IICA”).

During financial year 2020-21, Mr. P. M. Murty and Mr.

D. Sundaram were re-appointed for second term as Independent Directors w.e.f. 18^th September, 2020. Mr. H. M. Nerurkar was re-appointed as Independent Director for second term w.e.f. 25^th January, 2021. The Company did

not appoint any new Independent Director on the Board of Directors during financial year 2020-21. Hence, the opinion of the Board concerning integrity, expertise and experience (including the proficiency) of Independent Directors is not required to be given.

Mr. Shantanu Khosla was re-appointed as the Managing Director of the Company for next term of 5 years w.e.f. 1^st January, 2021.

Mr. Shantanu Khosla, Managing Director & Ms. Shweta Jalan, Non-Executive Director are liable to retire by rotation. Mr. Shantanu Khosla being eligible for re-appointment at the ensuing AGM of your Company has offered himself for re-appointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of your Company. Ms. Shweta Jalan has indicated that she is not desirous of seeking re-appointment at the ensuing Annual General Meeting of the Company. Appropriate resolutions are included in the Notice of the ensuing Annual General Meeting.

Mr. Shantanu Khosla, Managing Director, Mr. Mathew Job, Executive Director & Chief Executive Officer, Mr. Sandeep Batra, Chief Financial Officer and Ms. Pragya Kaul, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 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.

Your Board of Directors met eleven (11) times during the financial year 2020-21. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees are Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship & Share Transfer Committee, Risk Management Committee, Allotment Committee for allotment of shares arising out of Stock Options, Strategic Investment Committee, Committee for Debentures and ESG Committee. The composition, terms of reference, number of meetings held and business transacted by the Committees are given in the Corporate Governance Report.

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

The Board Evaluation cycle was completed by your Company internally led by the Independent Chairman of the Company along with the Chairman of the Nomination and Remuneration Committee (“NRC”).

The parameters for performance evaluation of the Board include the composition of the Board, process of appointment to the Board of Directors, common understanding of the roles and responsibilities of the Board members, timelines for circulating Board papers, content and quality of the information provided to the Board, attention to the Company''s long-term strategic issues, evaluating strategic risks, overseeing and guiding acquisitions etc.

Some of the performance indicators for the Committees include understanding the terms of reference, the effectiveness of discussions at the Committee meetings, the information provided to the Committee to discharge its duties and performance of the Committee vis-a-vis its responsibilities.

Performance of individual Directors 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, and understanding of relevant areas, and responsibility towards stakeholders. All the Directors were subject to self-evaluation and peer evaluation.

The performance of the Independent Directors 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 Directors that they met the independence criteria as required under the Companies Act, 2013 and Listing Regulations, 2015.

The Board Evaluation discussion was focussed on how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was apprised of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its Committees such as structure, composition, meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the Board''s functioning.

Additionally, during the evaluation discussion, the Board also focussed on the contribution being made by the Board as a whole, through its Committees and discussions on a one-on-one basis with the Chairman.

The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board. They were functioning well with periodic reporting by the Committees to the Board on the work done and progress made during the reporting period. The Board also noted that the actions identified in the past questionnaire based evaluations had been acted upon.

During 2020-21, the Company actioned the feedback from the Board evaluation process conducted in 2019-20.

The Board noted the key improvement areas emerging from this exercise in 2020-21 and action plans to address these are in progress. These include strengthening the succession planning for key positions, business strategy and annual plan etc.

FAMILIARISATION PROGRAMME

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors and Senior Management Personnel. They are also updated on all business-related issues and new initiatives.

Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors.

The Directors appointed as members on the Corporate Social Responsibility Committee (“CSR”) are also involved and briefed about CSR initiatives of the Company. Senior Executives of the Company make presentations to the members of the Board on the performance of the Company and strategic initiatives.

Brief details of the familiarisation programme are uploaded and can be accessed on the Company''s website at https://www.crompton.co.in/wp-content/uploads/2019/07/ Familiarization-Programme-for-FY-20-21.pdf.

SUBSIDIARY COMPANIES, ASSOCIATES &JOINT VENTURES

Your Company has three wholly-owned subsidiaries which are as follows:

1. Pinnacles Lighting Project Private Limited (CIN: U74999MH2018PTC318891) was incorporated on 31^st December, 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 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 31^st March, 2021 was '' 42.82 crore (including '' 0.21 crore as other income). Profit after Tax was '' 6.38 crore as compared to a profit of '' 1.01 crore in the previous year.

2. Nexustar Lighting Project Private Limited (CIN: U74999MH2019PTC318955) was incorporated on 2^nd January, 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 Urban Local Bodies (ULBs) in Odisha. This contract received from the Government of Odisha, Housing & Urban Development Department is on Public-Private Partnership (PPP) basis.

Total Revenue for the Financial Year ended 31^st March, 2021 ended was '' 38.24 crore (including '' 0.19 crore as other income) and Profit After Tax was '' 5.54 crore as compared to a profit of '' 0.09 crore in the previous year.

3. Crompton CSR Foundation (CIN:

U85300MH2019NPL324784) (CSR Unique

Identification No: CSR00001086) was incorporated under Section 8 of the Companies Act, 2013 (being a Company limited by guarantee not having share capital) on 1^st May, 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 lnd AS 110.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, 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 open for inspection and are also available on the website of your Company at https://www.crompton. co.in/investors/accounts-of-subsidiary-companies/.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in compliance with Indian Accounting Standards (the ‘Ind AS'') notified under Section 133 of the Companies Act, 2013 (the ‘Act'') read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act.

RELATED-PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions which can be accessed through weblink - https://www.crompton.co.in/ media/Policy-on-RPT-CGCEL.pdf.

All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions is placed before the Audit Committee for their noting/ approval every quarter.

There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover) during the year as per the last audited financial statements. Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act,

2013 and Rule 8(2) of the Companies (Accounts), Rules

2014 in Form AOC-2 is not applicable.

All related-party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members

to the Notes to the financial statements which sets out the disclosure for related-party transactions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loans and Guarantees made by the Company under Section 186 of the Companies Act, 2013. The details of investments made by the Company under Section 186 of the Companies Act, 2013 form part of this Annual Report and are given in the Notes to the standalone financial statements for the financial year ended 31^st March, 2021.

ENTERPRISE RISK MANAGEMENT

Your Company has established a robust risk management framework and process to ensure the achievement of its strategic objectives and sustainable goals. The process enables informed decision-making, through risk assessment and management at various levels. Both Bottom-up and Top-down approaches are adopted covering the Organisation, Business units and Functions.

The Board of Directors oversee your Company''s Risk Management framework and process through Risk Management Committee. Audit Committee also has additional oversight on Financial Risks and Controls. Your Company''s Internal Management Audit team assures the Board of Directors of the effectiveness of the process. Risk Council comprising the Senior Leadership team of your Company has been formulated, that reviews the major risks identified by the business and the status of mitigation actions, to systematically address the risks, on an ongoing basis.

Your Company has a comprehensive fraud prevention mechanism, to deter and detect fraud across the Company. Effective training modules have been created and institutionalized to ensure that every Employee is aware of their Whistleblowing rights, to report any action which is non-compliant with the Company''s laid down Policies and Code of Conduct. Any reporting is duly investigated and duly reported to the Board of Directors, and actioned as applicable.

INTERNAL CONTROL SYSTEMS

Your Company believes in continued reinforcement of the financial and operational controls, intended to improve transparency, accountability and effectiveness of the Company''s processes. Your Company''s policies and procedures are aligned to the Internal control framework that ensures:

• Coverage of key processes that impact the reliability of financial reporting

• Periodic Control testing to assure operational effectiveness

• Implementation of remedial measures arising out of testing

• Regular monitoring by Senior Management on the test effectiveness

• Regular review by the Audit Committee, on the progress of the actions, twice a year

Your Company has a robust Internal Audit mechanism, conducted as per the pre-approved calendar. Basis the audit, Internal auditors periodically report on the design deficiency and operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company objectives more efficiently. The observations and agreed action plans are presented quarterly, to the Audit Committee that reviews the adequacy of the controls implemented by the Management. In addition to quarterly Audit Committee meetings to discuss financial results, two Audit Committee meetings are held, to review specific processes, on the improvements in systems and outcomes.

Continued Improvement initiatives and control Standardization

In the ongoing COVID scenario, data security is the prime need of the hour. To ensure Data and IT system security, your Company has enabled ‘Single Sign on” (SSO), which will ensure that access to Company''s IT systems and applications, is available only to authorised users.

Controls concerning authorization to SAP are reviewed periodically, and are initiated towards function based User access, supported by Governance Risk and Controls module of SAP. Further actions are initiated to effectively utilize the evolving SAP solution around process controls and continued monitoring through automations and exception management.

E-learning modules have been developed to enable employees to keep themselves abreast of the Company''s Code of Conduct, POSH compliances and Whistle blowing rights. This is to ensure Company''s employees are aware to always operate in a compliant and control

abided environment, while achieving the Company''s Objectives.

Your Company is in constant endeavour towards IT enablement in all key processes. Major controls under Credit policy, Customer/Vendor management, Procurement, Scheme settlements, E-invoicing/waybill, etc. are embedded within SAP, assuring accuracy. Third-party validation is also initiated to ensure the system configuration is effective.

Your Company has been progressively building capability in key functions like Innovation, Design, Procurement, and Quality for standardizing processes across the Company for uniform processes and superior decisionmaking.

Your Company is also embarking on the journey of Shared services for Accounts Payable process, for effective utilization of Company''s resources, time and expertise in driving process improvement and better decision-making.

The Certificate provided by the Executive Director & Chief Executive Officer and Chief Financial Officer in the Certification Section of the Annual Report discusses the adequacy of the internal control systems and procedures.

RESEARCH AND DEVELOPMENT (R&D)

Your Company endeavours to be best-in-class, promoting strong foundation of Research and Development through one of its behavioural pillars of innovation. Culture of creativity is embedded in the Company''s people and processes. The Company''s In-House Research and Development team strives for best technology-based sustainable product innovations, with efficient product lifecycle, including design, development and manufacturing process.

Continuing the spirit of creating consumer delight, your Company has launched an array of products, across segments that are designed to prove its class, both technologically and aesthetically:

Fans:

• This year saw the introduction of the SilentPro IoT, a flagship product into the silent fans category. It works with MyCrompton App.

• Silent Pro Enso Fan has received prestigious international IF Design Award for 2021. This is one of its kind award where 67 jury members worldwide assess products from idea, form, function, differentiation & impact standpoint before selecting a winner.

>1 1

Corporate Overview Statutory Reports

• SilentPro Enso SMART, silent fan was launched with loT-enabled feature. Company has invested into creating IoT capability & this was its first successful launch along with IoT-enabled LED bulb Immensa.

• Torpedo, a new series in table-pedestal-wall fan offers superior air delivery and high speed at a much lower operating noise level.

• Markle series, a Designer range of ceiling fans operates at 55 Watts power, with superior aesthetics and Anti-dust feature.

• Surebreeze Style is a stylised fan with decals on the blades which offer a low-cost decor option in the economy range of fans.

• Industry''s first customisation idea through Decal technology (and after successfully piloted in many parts of India) launched in major markets where consumer gets customised Indian art designs on ceiling fan to enhance their decor.

• As part of continuous learning about unmet consumer need, the Company was able to touch base with various consumers as well interior decorators and architects and was able to successfully create CFM framework towards bringing new colours and finishes to market. 30 new trendy finishes like holographic, colour gradients etc. were launched during the year.

• Decor Fans Catalogue 2020 - the launch of the premium booklet was aimed at offering a unique immersive journey with 9 different Decor stories and concepts to guide the consumer to make the right fan purchase basis their decor preferences.

Pumps:

• Best in industry Openwell and Borewell agricultural pumps range “ULTIMA” and “MAGNA” launched with “Ultimate performance, Ultimate reliability” and “Maximum performance Maximum reliability”.

• To address today''s consumer lifestyle needs, and water requirement of high-rise buildings, your Company launched Premium range of pumps, “Mini Neo” with 2 years warranty for longer life.

• To take care of varying site conditions as well as power supply conditions, your Company launched “Crompton Armor” range of highly advanced control panel with all 1^st in industry features. Armor control panel protects pump in case of adverse site and power supply conditions and gives real peace of mind to consumers.

Appliances:

Your Company strengthened the portfolio of appliances with

various new launches: -

• Water heaters - Rapid Jet , Arno Neo Series (5Star Rated Product), Rapid Jet 6L & Juno 6L,10L,15L and Sol Aura 10L, 15L & 25L, Solarium Qube Digi models. Strengthen Water Heater line up with launch of 6L category to fill the portfolio Gap.

• Air coolers - Optimus 65IoT (Smart Air cooler), Gale 60/90 L Desert cooler with new innovative polymer Material, CMF upgradation of existing line-up.

• Mixer Grinder & Iron Category - Revamped line-up of Mixer Grinder with launch of 9 products in various segments to strengthen portfolio. Launched 7 new models for Iron Category with industry-leading features and performance.

• Small Domestic Appliances & Room Heaters -Launched a complete range of Sandwich makers, Grill Toaster, Blenders and 3 room heaters to enter and explore the opportunity of new market.

• All these products are meticulously designed with attractive craftsmanship and packaging.

Lighting:

• Developed novel IoT dimming solution for street lighting application. This solution gives dimming capabilities to customers going for just feeder level ON/OFF control of street lights, which gives extra energy saving.

• Innovatively engineered, aesthetically designed Higher wattage street light with Highway Optics. This is the first in-house optics design (Lens) street light which gives reduction in total cost of ownership by > 10%.

• Introduction of economical range of STAR LORD Downlighter and STRIKO cabinet light are a good value proposition product in B2C.

• Introduction of FREELINE New Range of Node based Linear lighting in customised shaped (Hexa, Penta, Square etc.). This comes with electromechanical connectors for ease of installation and service. Elegant design with excellent engineering for modern interiors which gives 50% energy savings.

• R&D efforts also helped the Company in providing the best in industry solutions to customers for various projects of national significance and in bagging major orders in GMR Dial, Rajkote Smart City, PNC Infra, NHAI, BDA, Amazon 140LPW Batten to name a few.

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

As required by the Companies Act, 2013, read with 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 as Annexure 3 to this Report.

ENVIRONMENT, HEALTH & SAFETY (EHS)

A comprehensive EHS manual titled KAVACH 3.0 comprising the policies, procedures and work instructions has been prepared. The previous existing KAVACH 2.0 version was revised to 3.0 version in the financial year 2020-21. The EHS policy of the Company has been revised wherein the KAVACH deployment to all the products and processes has been committed. Apart from the scope change, the current KAVACH manual also talks about obligations with respect to Extended Producer Responsibility from e-waste and plastic waste handling and treatment point of view. Sustainability for a mutually inclusive growth along with the society where your Company operates is also addressed in KAVACH policy.

To ensure focussed delivery on EHS activities, each plant carried out Aspect Impact and HIRA (Hazard Identification and Risk Assessment) review for various activities and identified Controllable/Uncontrollable and Normal/ Abnormal/Emergency scenarios in each operation.

Your Company is greatly conscious of its responsibilities towards Health, Safety and Environment Management. As mentioned above, a policy on Occupational Health, Safety and Environment is already in place. During the year, your Company complied and excelled with EMS 14001 implementation. Also all units successfully migrated from OHSAS 18001 and got certified under ISO 45001 which is an important milestone in Safety journey of the organisation.

Single IMS (Integrated Management System) is in place which is the foundation of the overall Health, Safety and Environment framework at your Company.

In spite of the challenging COVID situation, EHS teams carried out Safety audits across CGCEL Manufacturing units namely: Baddi Fans, Baddi Lighting, Bethora Fans, Kundaim Fans and Vadodara Lighting and brought out opportunity areas for continual improvement in Safety performance. Best practices were also identified, highlighted and taken for horizontal deployment.

At Goa and Ahmednagar Units, third-party safety audit was carried out as per IS 14489 requirement of Factories Act, 1948.

Closure of the observations is ensured by following PDCA cycle and taking effective Corrective and Preventive Actions (CAPA) in reasonable timeframe. The observations are also shared amongst units for cross-learning and improvement. Learnings from other organisation incidents and taking preventive actions are also initiated as a proactive approach in ensuring safety performance.

A comprehensive EHS scorecard has been deployed across units and is monitored every month for the performance and corrective, preventive action are taken as appropriate. Meetings are conducted to promote crosslearning between Manufacturing units with an agenda to conserve natural resources through water consumption reduction, electricity consumption reduction, proper disposal of hazardous wastes etc. Various promotional activities taken towards EHS awareness are also shared between the units to continuously improve and standardise best practices. Safety-related performance is analysed in a standardised data-based approach and learnings are shared to continually improve upon from the existing scenario.

A brief on EHS programmes of your Company is as under:

Environment - a green pursuit

In addition to the focus in conserving finite resources together with reducing harmful emissions, sustainable management at all stages of the value chain and through the life cycle of the products is now an essential part of your Company''s policy.

Your Company is committed to achieving its target by implementing management programmes. All units are complying with Zero liquid discharge system along with focus on reduction in air emissions.

In other environmental focus areas, your Company has complied with all environment-related legal statutory requirements laid by the Government from time to time. Your Company is highly focussed on carbon footprint reduction through the manufacture and sale of energy-efficient products.

In the current financial year, 11 lakh MWh of energy savings has been possible from the production of energy-efficient star rated products supported by various process improvement initiatives.

Another significant milestone achieved this year is the compliance with e-waste for fluorescent and other mercury containing lamps under Extended Producer Responsibility (EPR) of CGCEL.

Reduction in energy consumption:

Heat loss of oven was arrested by running plant on alternate days with 2 shifts at Bethora, this has resulted in saving of 210 MWh.

Replacement of all shop floor & office conventional light fittings by LED fittings at Ahmednagar pumps unit; saved 103 MWh in 2020-21 vs 2019-20.

Replaced 20 Nos. of 90 W streetlights with 35 W LED streetlights at both Baddi Fan Units which has given a saving of 3.34 MWh in 2020-21.

Reduction in water consumption:

Installed Auto operating taps at Goa units which has saved water by 29% over last year. (In 2019-20 Water/ Employee was 3.63 KL, in 2020-21 Water/Employee is 2.6KL).

With STP in place at Goa units, your Company was able to recycle 15% more water w.r.t. last year. In 2019-20: 3,368 KL, in 2020-21: 3,876 KL.

Auto Water Dispenser on DMB line in Ahmednagar resulted into ~8 KL water saving/year.

Maintenance of Canteen Waste Water Storage Tank at Ahmednagar done resulting in increase in recycled water usage by 30 KL in 2020-21 with an annual savings potential of about 150 KL.

Reduced water consumption by 10% compared to last year and saved 350 KL at Baddi lighting Unit by rectifying the water leakages & minimising the water for flushing & washing.

Hazardous waste reduction and management:

The Company''s Bethora Fans factory has emphasised improving the efficiency of its manufacturing processes, which resulted in the reduction of hazardous waste generation by 5% from last year (6,100 kgs to 5,800 kgs in 2020-21).

The Company''s operational units ensure that all hazardous waste are sent to the authorised disposal facility/recycler approved by the State Pollution Control Board.

Clean and Green Environment:

Plantation/distribution of 200 trees carried out at various locations as a part of the tree plantation drive and environment day celebrations.

Safety:

Safety is accorded overriding priority by your Company. The business has ensured to achieve and maintain globally approved fire-safety standards. The units are equipped with fire fighting equipment and trained teams to mitigate any such incident.

All the units are certified for Fire NOC requirements. Apart from the above, Baddi Fans, Baddi Lighting, Bethora Fans, Kundaim Fans, Ahmednagar pumps unit

are equipped with fire detection system to trigger a timely alarm in case of any fire incident.

Your Company is committed to building a safety culture by strict adherence to Work Permit System (WPS) and Daily Tool box talks.

Regular interaction is maintained through Safety Committee Meetings with all associates. Fire-safety drills, safety week celebration and continuous safety training to all employees begin with adequate induction. Internal and cross plant safety audits are conducted too. All actions and recommendations are being recorded, evaluated and acted upon by respective EHS leaders.

Safety standards are monitored through a focus on appropriate safety control, elimination of unsafe conditions and fool-proof engineering solutions (Poka-Yoke) as appropriate.

Key Safety programmes implemented during the year include:

• Cross plant safety audits.

• All Manufacturing plants were safely restarted after the lockdown - All safety protocols were identified, checked and the units were restarted with Zero incident.

• Post start-up of the plants, COVID precautions were drafted and strictly implemented to ensure the safety and health of all the people and their families.

• Visitor induction standard system developed and implemented at Vadodara unit - Television and safety video provided in Visitor room.

• At Vadodara Chemical storage room, Spill control kit, flame proof lighting and Emergency door installed.

• Modified the Impeller balancing area layout for safe material handling and safe evacuation at Ahmednagar unit.

• Fire Fighter Certification training done at Vadodara.

• 50^th National Safety day celebration done across units; carried out various contests focussed on safety. Families were involved actively to the extent possible in virtual mode in view of the current COVID situation.

• Kaizens implementation focussing on first aid injury reduction.

• Rewards and Recognitions of Safety practices from External forums: Goa unit received 4 awards from various prestigious forums this year in recognition of its excellent safety practices and results. The awards are :

i. Gomanth Suraskha Puraskar award (Third Prize) for the second consecutive year,

deposits which are not in compliance with the Chapter V of

the Act is not applicable.

AUDITORS

(a) Statutory Auditors:

The Company''s Statutory Auditors, M/s Sharp & Tannan, Chartered Accountants, who were appointed with your approval at the 2^nd AGM for a period of five years, will complete their present term on conclusion of the ensuing 7^th AGM of the Company.

The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the appointment of M/s Sharp & Tannan, Chartered Accountants, (Firm Registration Number: 109982W) as the Auditors of the Company for a second term of four years from the conclusion of the ensuing 7^th AGM till the conclusion of the 11^th AGM. On the recommendation of the Audit Committee, the Board also recommended for the approval of the Members, the remuneration of M/s Sharp & Tannan, Chartered Accountants for the financial year 2021-22. Appropriate resolution seeking your approval to the appointment and remuneration of M/s Sharp & Tannan, Chartered Accountants as the Statutory Auditors is appearing in the Notice convening the 7^th Annual General Meeting of the Company.

The Company has received a consent letter and eligibility certificate from M/s Sharp & Tannan, confirming that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended 31^st March, 2021. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

(b) Cost Auditors:

Your Company is required to maintain cost accounting records as specified under Section 148(1) of the

Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and have them audited every year and accordingly, such accounts and records are made and maintained in the prescribed manner.

The Board at its meeting held on 21^st May, 2021 based on the recommendation of the Audit Committee, approved the appointment of M/s. Ashwin Solanki & Associates, Cost Accountants (Firm Registration Number: 100392) as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the financial year 2021-22. A remuneration of '' 5.50 lakhs plus applicable taxes and out-of-pocket expenses, has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the ensuing AGM. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for the financial year 2021-22 will be placed at the ensuing AGM. Your Company has received consent and eligibility certificate from M/s Ashwin Solanki & Associates.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on 15^th May, 2020 based on the recommendation of the Audit Committee, approved the appointment of M/s. Mehta and Mehta, Practicing Company Secretaries (ICSI Unique Code P1996MH007500) as the Secretarial Auditor to conduct audit of the secretarial records of the Company for the financial year 2020-21. The Secretarial Audit Report is annexed herewith as Annexure 5 to the Report.

Further, pursuant to the aforesaid provisions and subject to the receipt of consent letter received, the Board of Directors have appointed M/s Parikh & Associates, Practicing Company Secretaries (ICSI Unique Code P1988MH009800) as the Secretarial Auditor for the financial year 2021-22 in the meeting held on 21^st May, 2021.

Further, the wholly-owned subsidiaries of the Company as mentioned above are not material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation

24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended, do 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 15^th May, 2020 based on the recommendation of the Audit Committee, had approved the appointment of M/s. Grant Thornton India LLP (Identity number AAA-7677) to conduct the internal audit of your Company for the financial year 2020-21.

M/s. Grant Thornton India LLP has been appointed as the Internal Auditors of your Company for the financial year 2021-22 to review various operations of the Company.

PARTICULARS OF EMPLOYEES

There are 16 employees who were in receipt of remuneration of not less than '' 1,02,00,000/- if employed for the full year or not less than '' 8,50,000/- per month if employed for any part of the year.

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 6 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours. The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibit. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate received from the

Company''s Secretarial Auditor confirming compliance is included in the Annual Report.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, report on “Management Discussion and Analysis” is attached and forms a part of this Report.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of this report.

COMPLAINTS RELATING TO SEXUAL HARASSMENT

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The constitution of ICC is as per the POSH Act and includes an external member who is an independent POSH consultant with relevant experience. Your Company has also initiated the e-learning tool on POSH for all regular employees and also for induction of new employees. Your Company has also provided a Toll Free No. for registering any POSH complaint telephonically.

During the year under review, 1 (One) complaint was received which has been investigated in accordance with the guidelines. The employee has not been found guilty of any misconduct.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism and Whistle Blower Policy intending to provide a mechanism for employees to report violations. 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. No personnel have been denied access to the Audit Committee.

The Policy also provides a mechanism to encourage and protect genuine Whistleblowing among the Vendors.

Any incident that is reported is investigated and suitable action is taken in line with the Policy.

The Whistle Blower Policy of your Company is posted on the website of the Company and can be accessed at the weblink: https://www.crompton.co.in/media/Vigil-Mechanism-and-Whistleblower-Policy.pdf.

Your Company has also initiated the e-learning tool on Whistle Blower Policy for all regular employees and also for induction of new employees. Your Company has also provided a Toll Free No. for registering any whistle blower complaint telephonically.

3 (Three) Whistle Blower complaints were received during the year 2020-21 and suitable action has been taken in accordance with the policy.

LISTING

The equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Non Convertible Debentures (NCDs) of the Company are listed on the Debt Segment of National Stock Exchange of India Ltd.

Your Company has paid the Listing fees for Equity Shares to both the Stock Exchanges and Listing fees for NCDs to the National Stock Exchange of India Ltd. for 2020-21 and 2021-22.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2020-21, is placed on the Company''s website and can be accessed at https://www. crompton.co.in/investors/annual-report/.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards,

i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'' respectively have been duly followed by the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the Financial Statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013 and guidelines issued by SEBI. 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. the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

2. the Accounting Policies selected and applied consistently, give a true and fair view of the affairs of the Company and of the profit for 2020-21;

3. sufficient care has been taken and that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

4. the Annual Accounts have been prepared on a going concern basis;

5. the internal financial controls laid down by the Company were adequate and operating effectively; and

6. the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

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:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

4. No fraud has been reported by the Auditors to the Audit Committee or the Board;

5. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013;

6. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and

appreciation to all the employees of the Company posted at

all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Company''s performance.

Your Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

For and on behalf of the Board of Directors

H.M. Nerurkar

Place : Mumbai Chairman

Date : 24^th June, 2021 DIN: 00265887

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Mar 31, 2019

Dear Members,

The Directors are pleased to present the Fifth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2019.

FINANCIALS

The table below depicts the standalone financial performance of your Company for the year ended 31st March, 2019.

(Rs. crore)

Particulars	Year ended 31st March, 2019	Year ended 31st March, 2018
Revenue from operations	4,478.91	4,105.12
Total income	4,527.17	4,135.87
Profit before Tax	561.56	485.44
Tax expense (including deferred Tax)	159.04	161.65
Profit after Tax	402.52	323.79

COMPARABLE REVENUE

With effect from 1st July, 2017, the country implemented a new tax regime wherein several taxes were subsumed into a single tax head which was known as Goods and Services Tax (GST). Under the prevailing revenue reporting requirements, the income from sales/operations got reduced with commensurate reduction in cost of purchases. In order to make the numbers comparable with the previous year, suitable adjustments have been made while commenting on sales growth numbers in this report.

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

Comparable revenue grew by 11.1% to Rs. 4,478.91 crore. Profit Before Tax (PBT) at Rs. 561.56 crore was up by 15.7 % versus last year.

Finance costs of Rs. 59.50 crore represents the interest cost on the Non-Convertible Debentures of Rs. 650 crore.

Based on an assessment order received during the year, the Company has written-back an amount of Rs. 28.45 crore in respect of an earlier assessment year, and the same is netted-off from the current tax expense for the year ended 31st March, 2019. Profit After Tax for the year under review was at Rs. 402.52 crore, growth of 24.3%.

INCREASE IN SHARE CAPITAL - Exercise of Stock Options

During the year under review, your Company has made following allotments pursuant to the exercise of options by eligible employees under the Crompton Employee Stock Option Scheme - 2016:

Date of Allotment	No. of Shares
17th May, 2018	25,575
19th December, 2018	99,151
19th February, 2019	45,376
16th March, 2019	30,713
Total	2,00,815

Accordingly, the total paid-up share capital of the Company as on the date of this Report is Rs. 1,25,39,71,840 divided into 62,69,85,920 equity shares of Rs. 2/- each.

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 are provided in Annexure 1 to this report.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2 per Ordinary (Equity) Share of the face value of Rs. 2 each, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date. The dividend outgo, inclusive of tax on distributed profits would absorb a sum of Rs. 151.17 crore.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has adopted a Dividend Distribution Policy which is available on the Company’s website (https://www.crompton.co.in/media/Dividend-Distribution-Policy.pdf).

NON-CONVERTIBLE DEBENTURES

Your Company has Non-Convertible Debentures (NCDs) aggregating to Rs. 650 crore listed on National Stock Exchange of India Ltd.

Out of these NCDs, Series A amounting to Rs. 300 crore are due for redemption on 24th June, 2019.

CREATION OF DEBENTURE REDEMPTION RESERVE

Your Company has created a Debenture Redemption Reserve (DRR) of 25% of the total value for Series A NonConvertible Debentures (ISIN: INE299U07015) issued on Private Placement basis as required under Rule 18, sub-rule 7 of the Companies (Share Capital and Debentures) Rules, 2014.

Debenture Redemption Reserve stands at Rs. 75 crore on the outstanding amount of NCDs issued on Private Placement basis, due for redemption on 24th June, 2019.

RESERVES

Under the Companies Act, 2013, there is no requirement to transfer any sum to General Reserve in relation to the payment of dividend. Accordingly, the entire undistributed Profit after Tax is carried forward in the Statement of Profit and Loss.

REVISION IN CREDIT RATING

CRISIL has upgraded your Company’s long-term rating from AA/Positive to AA / Stable. The short-term rating at A1 remains the highest.

INDIAN CORPORATE GOVERNANCE SCORECARD

The Indian Corporate Governance Scorecard is a fair assessment of corporate governance practices at the corporate level. BSE Ltd. jointly with International Finance Corporation (IFC) and Institutional Investor Advisory Services (IIAS) with the financial support of the Government of Japan has developed this Scorecard based on the G20/ OECD Principles of Corporate Governance.

Your Company has featured for the second time in a row amongst the top 10 companies amongst S&P BSE 100 (BSE 100) companies evaluated on this Indian Corporate Governance Scorecard.

HUMAN RESOURCES & EMPLOYEE RELATIONS HR Philosophy and Approach

Capability development is one of the 5 pillars of your Company’s long-term business strategy. It is intended to drive the same through directing the Company’s focus on

(a) Selection and on-boarding of the right talent.

(b) Optimising their performance, and (c) Developing leadership at all levels.

Value-based Culture

Your Company has a very strong culture based on integrity, transparency and empathy. In order to drive consumer, employee and shareholder value, your Company consistently promotes skills of Personal Leadership, Courage, People Development, Innovation and Execution Excellence as the core five Crompton Behaviours. These behavioural patterns are demonstrated appropriately by leadership teams, multi-layer training, and reward and recognition programmes. Crompton’s behavioural patterns are a unique blend of all its people and processes ranging from talent acquisition, to performance management to career development.

Employee Performance & Engagement

Employee engagement is measured on real-time basis. The same is done through tracking engagement at each employee level through AI-enabled tools such as Amber and HyPhen. A variety of strong employee engagement programmes ranging from frequent one-on-one interaction between employee and manager and the leadership team is encouraged throughout the organisation. In addition, there are other two-way communication forums, and extensive reward and recognition schemes.

The Performance Management process aims at achieving high-degree of objectivity and transparency and provides continuous feedback to the employees to improve productivity. Continuous feedback Performance Management System is being rolled out at some Business Units to communicate what is required from employees and give them feedback on how well they are achieving their job goals.

Employee Welfare and Policies

Your Company has always been conscious to promote allround employee welfare. Environment, Health and Safety (EHS) guidelines are deployed to promote workplace health and safety and create a healthy environment. On regular basis, the policies are benchmarked with market standards and are upgraded as and when necessary.

Building Talent

Your Company believes in developing and building a longterm talent pipeline, to ensure that suitable internal candidates are available to assume open positions when vacancies are created through retirement, promotion, or resignations. An on-going partnership is pursued with various management, financial and technical education institutes for systematically injecting fresh talent. There is significant usage of AI & Neuroscience including TalView, Knack, Hogan, Korn Ferry, etc. in selecting the right profile candidates.

Talent Management

Your Company has a well-established process for identification and retention of key talent. A multi-layered retention mechanism is in place ranging from career and skill development programmes to financial retention programmes based on equity compensation and long-term cash retention. A robust process to identify and develop successors for critical positions is a regular practice. The development process consists of multi-rater feedback and scientific assessment tools followed by personalised development plans and coaching.

Employee and Leadership Development

In line with your Company’s long-term business strategy, there are robust employee development programmes which aim to achieve the right balance between structured interventions (in the form of classroom, and web-based training programmes) and on-the-job and experiential learning through career movements, special assignments and projects. It is intended to build best-in-class capability in the area of Go-to-Market, Operational Excellence and Quality, Brand and Portfolio Management and Innovation.

Employee Relations & Compliance

Your Company enjoys a highly cordial and productive relationship with the employees’ representative bodies. A long-standing practice of participative management on various topics related to productivity and employment conditions with the employees’ union is observed. Both in letter and spirit, the management abides to various prevalent labour legislations in order to regulate relationship between employees and your Company.

Digitalising HR Practices

In the area of Human resources, like elsewhere, there is strong focus on innovation to continuously enhance employee experience. Cutting-edge tools are being deployed to sharpen employee experience. These actions range from implementing Best-in-Class Tools such as Success Factor to AI, Neuroscience, Gamification, etc.

DIRECTORATE & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors is governed by the Policy devised by the Nomination and Remuneration Committee of your Company. The detailed Nomination and Remuneration Policy is contained in the Corporate Governance Section of the Annual Report.

Your Company’s Board comprises eight members. The Chairman, Mr. H. M. Nerurkar is an Independent Director.

Mr. Shantanu Khosla is the Managing Director. Mr. D. Sundaram, Mr. P M. Murty and Ms. Smita Anand are other Independent Directors. Ms. Shweta Jalan, Mr. Sahil Dalal and Mr. Promeet Ghosh are Non-Executive NonIndependent Directors.

Ms. Smita Anand was appointed as an additional NonExecutive Independent Director on 10th December, 2018 and is proposed to be appointed as Non-Executive Independent Director of the Company at the ensuing Annual General Meeting (AGM). Her details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of your Company. Appropriate resolution seeking your approval to her appointment as Independent Director is included in the Notice.

Mr. Sahil Dalal, Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing AGM of your Company has offered himself for re-appointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of your Company. Appropriate resolution seeking your approval to his re-appointment as Director is included in the Notice.

Mr. Shantanu Khosla, Managing Director, Mr. Mathew Job, Chief Executive Officer, Mr. Sandeep Batra, Chief Financial Officer and Ms. Pragya Kaul, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 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).

Your Board of Directors met six (06) times during the financial year 2018-19. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporate governance practices and as per the requirements of the Companies Act, 2013. The Committees are Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship & Share Transfer Committee, Risk Management Committee, Allotment Committee for allotment of shares arising out of Stock Options and Strategic Investment Committee. The composition, terms of reference, number of meetings held and business transacted by the Committees is given in the Corporate Governance Report.

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

The Board Evaluation cycle was completed by your Company internally led by the Independent Chairman of the Company along with the Chairman of the Nomination and Remuneration Committee (“NRC”).

The parameters for performance evaluation of the Board include composition of the Board, process of appointment to the Board of Directors, common understanding of the roles and responsibilities of the Board members, timelines for circulating board papers, content and the quality of information provided to the Board, attention to the Company’s long-term strategic issues, evaluating strategic risks, overseeing and guiding acquisitions etc.

Some of the performance indicators for the Committees include understanding the terms of reference, effectiveness of discussions at the Committee meetings, information provided to the Committee to discharge its duties and performance of the Committee vis-a-vis its responsibilities.

Performance of individual Directors 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 and understanding of relevant areas and responsibility towards stakeholders. All the Directors were subject to self evaluation and peer evaluation.

The performance of the Independent Directors 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 Directors that they met the independence criteria as required under the Companies Act, 2013 and Listing Regulations, 2015.

The Board Evaluation discussion was focussed around how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was apprised of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its Committees such as structure, composition, meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the Board’s functioning. Additionally, during the evaluation discussion, the Board also focussed on the contribution being made by the Board as a whole, through its Committees and discussions on a one-on-one basis with the Chairman.

The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board. They were functioning well with periodic reporting by the Committees to the Board on the work done and progress made during the reporting period. The Board also noted that the actions identified in the past questionnaire-based evaluations had been acted upon.

Subsequent to the evaluation done in the financial year 2018-19, some action areas have been identified for the Board to engage itself with. These include review of your Company’s goals, strategy, capability gaps, competitive landscape, technological developments, SWOT analysis, etc. and also a thorough review of key issues facing the Company. All these will be suitably dealt with by the Board.

FAMILIARISATION PROGRAMME

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors and Senior Management Personnel. They are also updated on all business-related issues and new initiatives.

Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors.

The Directors appointed as members on the Corporate Social Responsibility Committee (“CSR”) are also involved and briefed about CSR initiatives of the Company. Senior executives of the Company make presentations to the members of the Board on the performance of the Company and strategic initiatives.

Brief details of the familiarisation programme are uploaded and can be accessed on the Company’s website at https:// www.crompton.co.in/media/Familiarisation-Programme- for-FY-2018-19.pdf.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

Your Company has two wholly-owned subsidiaries which are as follows:

1. Pinnacles Lighting Project Private Limited (CIN: U74999MH2018PTC318891) was incorporated on 31st December, 2018 to execute, design, manufacture, test, supply, O&M of LED Street Lights & Poles and other related works for implementation of Greenfield Street Lighting Project for 19 Urban Local Bodies (ULBs) in Odisha. This contract received from Government of Odisha, Housing & Urban Development Department is on Public-Private Partnership (PPP) basis.

2. Nexustar Lighting Project Private Limited (CIN: U74999MH2019PTC318955) was incorporated on 2nd January, 2019 to execute, design, manufacture, test, supply, O&M of LED Street Lights & Poles and other related works for implementation of Greenfield Street Lighting Project for 36 Urban Local Bodies (ULBs) in Odisha. This contract received from Government of Odisha, Housing & Urban Development Department is on Public-Private Partnership (PPP) basis.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, 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 shall be kept open for inspection at the Registered Office of your Company during working hours for a period of 21 days before the date of the Annual General Meeting. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of your Company at https://www.crompton.co.in/accounts-of-subsidiary-companies/.

RELATED PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions which can be accessed through weblink https://www.crompton.co.in/media/Policy-on-RPT-CGCEL.pdf.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions is placed before the Audit Committee for their noting/approval on a quarterly basis.

There were no material transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover entered into during the year as per the last audited financial statements). Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loans and Guarantees made by the Company under Section 186 of the Companies Act, 2013. The details of investments made by the Company under Section 186 of the Companies Act, 2013 form part of this Annual Report.

RISK MANAGEMENT

Your Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks, in the internal and external environment and incorporates risk mitigation plans in its strategy and business/operational plans. Every risk is carefully looked into, as in some of the cases post-analysis it may lead to a new business opportunity.

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels from top to bottom across the enterprise. These levels form the strategic defence cover of the Company’s risk management.

Your Company’s Risk Management Committee monitors and reviews the risk mitigation plan.

Appropriate steps are being taken by your Company to mitigate and reduce the impact of these risks to the operations of the Company. The key business risks facing the Company and steps taken to mitigate the same are as detailed below:

Key Business Risks	Risk trend 2018-19	How these risks are mitigated / next steps
“Go-to-Market” - The ability to manage business continuity while establishing the new distribution model. Your Company is looking at IT enablement and realigning roles and rewards to a new way of working.	Decrease in Risk profile	- The pilot project for Go-to-Market was completed during the year with learnings documented. - Your Company is in the process of digitalising its dealer experience through implementation of a dedicated dealer portal. The portal is aimed to improve customer satisfaction resulting in ease of doing business.
Operational excellence - The ability to improve and sustain quality and drive down costs at the same time.	Same as last year	- Your Company has initiated vendor rationalisation, emphasis on in-house manufacturing and scorecard evaluation of vendors has been put in place. - Your Company has set up the Centralised Commodity teams during the year to have a consolidated view on capability and capacity for the entire Company-wide procurement function as against the earlier decentralised process. - Your Company has put in place a quality and process improvement programme across the Company, including strategic vendors, during the year with progress being tracked at regular Management reviews. - Through multiple interventions undertaken during the year, your Company initiated product lifecycle management by strengthening demand planning process (including filling competency gaps), thereby improving forecast accuracy and deliver on time in full.
Branding/Innovation - The ability to continue to “outsmart” competition.	Same as last year	- Your Company has put in place a Centralised Marketing structure during the year, thereby strengthening its consumer insight process and filling up competency gaps in the concerned function. - Your Company is strengthening NPD process through a three Gate approval process viz. Gate 1: Establishing of the project; Gate 2: Commitment to the project; Gate 3: Launch agreement for the project.
Ability to succeed in the new business model (ESCO), in lighting, where the customer does not pay for the fixtures but instead asks the supplier to share the gains from the savings generated. Correct estimation and assessment of the contractual risks and obligations in such models becomes very important.	Decrease in risk profile	- Your Company has decided not to pursue ESCO projects. - However, your Company is standardising the process for assessing the tenders/business opportunities through- a) Defining Process framework & Go-No-Go parameters along with Authority Matrix; b) Digitalising Lead to Order process.
Organisation Excellence - Ability to attract and retain the right talent may lead to your Company’s inability to achieve organisation’s goals.	Same as last year	- Your Company has put in place Succession Planning framework mapping career development and progression opportunities for suitable employees and thereby ensuring talent retention.
Regulatory Environment	Same as last year	- Your Company is working with various Industry Associations around regulatory changes like E-waste, improving energy efficiency of products, and similar initiatives, as these could prove to be disruptive for the industry. This will help ensure that the changeover is smooth and in the interest of all stakeholders.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

Your Company has in place a robust internal audit framework. This monitors the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organisation’s risk management, control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations.

The Risk Management Committee (“RMC”) identifies, evaluates and mitigates operations, strategic and external risks. RMC has the overall responsibility for monitoring and recovering the Risk Management Plan and associated practices of the Company. Details of the composition of the RMC have been disclosed as part of the Corporate Governance Report.

Internal Auditors periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. The audit plan is approved by the Audit Committee, which regularly reviews the compliance to this plan.

Findings along with management response are shared with the Audit Committee. Status of action plans are also shared with the Audit Committee. The Audit Committee also reviews the steps taken by the management to ensure that there are adequate internal financial controls in design and operation.

Ongoing monitoring is performed as an integral part of the day-to-day supervision, review and measurement of the internal audit functions.

Your Company has deployed controls through its policies and procedures. These policies and procedures are periodically revisited to ensure that they remain updated to changes in the environment. There is a well laid out process for making amendments to processes in the Company and implications of changes are well visualised and planned. All stakeholders are consulted so that implementation is smooth.

Your Company continues to invest in IT tools to automate controls to the extent possible so as to minimise errors and lapses. Controls with respect to authorisation in underlying IT systems are reviewed periodically to ensure that users have access to only those transactions that apply to their specific roles.

Various functions run periodic reports which are focussed on identifying exceptions through data analysis as part of their routine monitoring activities. Corrective actions, if any, are taken promptly by the respective functions.

Your Company has an IT tool which helps to track statutory compliances as close as possible to the actual due date. Any deviations are highlighted for prompt corrective action. Functional owners take responsibility for initiating preventive action.

This web-based compliance management system not only helps adhere to the regulatory requirements but also develops a culture of self-regulation and accountability within the organisation. In the present times when governance is looked upon as a critical aspect of sustainability, the compliance management system plays a significant role in ensuring good corporate governance.

The Certificate provided by Managing Director and Chief Financial Officer in the Certification Section of the Annual Report discusses the adequacy of the internal control systems and procedures.

RESEARCH AND DEVELOPMENT (R&D)

Your Company has a strong focus on in-house research and development and promotes a culture for innovation. The Company’s team focusses on continuous and sustainable product innovations, working across the product lifecycle aspects, including design, development and manufacturing phases.

Continuing the spirit of innovation to create new consumer delights, based on core insights, this year, your Company launched an array of products in fans:

- Air 360 - To solve the consumer issue of not experiencing air in the corner of the rooms, your Company launched ceiling fans which give air circulation in 50%* more space and delivers the best air release in the metal fan category in industry.

(Results as per internal lab tests. Actual performance may vary as per manufacturing tolerances.)

- Vsense™ range of ceiling fans - Many parts of India face low voltage problem and when voltage drops down, the speed of the ceiling fans drops considerably. To solve this problem, Vsense™ fan uses its smart controls to increase the motor speed and gives higher RPM at low voltages.

- AirBuddy - During consumer research, it was observed that the person working in the kitchen does not feel comfortable while cooking as the existing air circulation solutions do not work effectively during cooking. Air Buddy range of fans with their sleek and modular design fit perfectly into any kitchen. They provide personalised soft air flow to ensure a comfortable cooking experiance without disturbing the gas flame.

- Aura new range of fans - Your Company came up with industry’s first 5-year warranty for new range of products by providing Duratech™ technology which includes core engineering enhancements to meet long-lasting performance needs. These products carry new fluidic design parameters and are built into the designer series of fans like 2D and 3D motifs.

All these products have attractive design and packaging. Resources have been invested to create industry popular colours and craftsmanship with the best-in-class finish and choice of appropriate materials.

Research and Development led to development of much improved energy-efficient pumps for a variety of applications to enhance ease and convenience of use and conserve water. Some of the products introduced during the year were:

- Monobloc (2HP) and open well (3 to 7.5 HP) pumps with wide voltage design, which perform effectively in wide fluctuations of supply voltage in rural areas. This variety is useful to farmers as there are no frequent repairs required and there is lesser downtime.

- Many parts of the country have high TDS (Salty) and more sand content in borewell water where normal materials of construction do not sustain. Hence, 4WSS series of pumps with stainless steel impeller and diffuser for better reliability as well as efficiency were developed by your Company.

- Solar pumping systems with MNRE certifications were developed in AC (5, 7.5, 10 HP) as well as BLDC (5 HP) motors and further development is in process. These Solar pumps deliver minimum 10 to 15% more discharge than MNRE guidelines.

Your Company has launched ANTI-BAC lamps which use Anti-bacterial technology. This bulb kills up to 85% bacteria and other microbes including fungi and molds. This is an in-house innovation with Envirosafe Technology and is recognised by the Indian Medical Association (IMA) to provide a safe and healthy environment.

Lyor, the first in India 5-star bulb has a unique shape which gives homogeneous diffused lighting. The elegantly-curved surface of the diffuser and housing imparts a distinct character to the product. This has the highest efficacy of 120 lumen/watt.

A new range of innovatively and aesthetically designed office lighting and downlighter series have been launched to cater to the requirements of office spaces.

R&D efforts also helped the Company in providing the best in industry solutions for customers in various projects of national significance and in bagging major orders in EESL, Reliance Infra Phase I, Odisha Green Field, Dholera Smart City, NFR, DRDA, to name a few.

The entire Storage and Instant Water Heater range has been revamped with the highest number of launches in the industry this season. Your Company launched 5 models in storage and 2 models in Instant heaters. The new products are designed to deliver superior performance, aesthetics, energy-efficiency and best-in-class features.

In Air Coolers, a unique model “Optimus” which stands out in performance as compared to its peers was launched. It has features like Auto Drainage, easy cleaning, humidity control, thicker honey comb and highest air delivery in its class. This summer, new range of plastic window and tower coolers were also introduced.

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

As required by the Companies Act, 2013, read with 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 as Annexure 3 to this Report.

ENVIRONMENT, HEALTH & SAFETY (EHS)

Your Company is greatly conscious of its responsibilities towards Health, Safety and Environment Management and is in the process to fortify its current resources. A Policy on Occupational Health, Safety and Environment is already in place. During the year, your Company complied and excelled with EMS 14001 and OHSAS 18001 standards and is moving towards upgradation with ISO 45001. Single IMS (Integrated Management System) is in place which is the foundation of the overall health, safety and environment framework at your Company. Internal, Cross audits and External EHS and OHSAS audits were carried out to check the level of compliance and any deviations from laid down policies and procedures tracked and reviewed through this audit system. As part of Plan Do Check Act (PDCA), this process ensured closure through Corrective Action and Preventive Action (CAPA) within a reasonable time frame.

A comprehensive EHS manual titled “KAVACH 2.0” comprising the policies, procedures and work instructions has been prepared. Deployment of “KAVACH 2.0” has been ensured across the organisation through rigorous trainings.

To ensure focussed delivery on EHS activities, each plant carried out Aspect Impact and HIRA (Hazard Identification and Risk Assessment) study for various activities and identified Controllable/Uncontrollable and Normal / Abnormal / Emergency scenarios in each operation.

A comprehensive EHS performance scorecard has been deployed and is monitored on monthly basis. Regular cross functional quarterly EHS meets are conducted at various manufacturing units with the agenda to conserve natural resources, reduce electricity consumption, industrial effluents, water conservation, air emissions, waste generation and disposal. EHS improvement plans, scorecard discussions and benchmarking practices are deployed at all plants. Suggestions to improve the existing scenario are implemented within the stipulated timeframe.

A brief on EHS programmes of the Company is as under:

Environment - a green pursuit

In addition to the focus on conserving finite resources together with reducing harmful emissions, sustainable management at all stages of the value chain and throughout the entire life cycle of the products is now an essential part of your Company’s philosophy.

Your Company is committed to achieve its target by implementing best technology and management programmes through a combination of energy and water conservation, minimised air emissions, rainwater harvesting and solid waste recycling. All units are complying with zero liquid discharge system, minimum usage of petroleum products by modifying boilers into bio-fuel boilers along with drastic reduction in air emissions.

In other environmental focus areas, your Company has greatly reduced raw water consumption, generation of effluents, solid-waste, hazardous waste and reduction in Green House Gases (GHG) emissions. This has helped to reduce the overall impact on the natural resources and environment. Beside this, all the manufacturing units have complied and are being monitored online for all EHS-related legal-statutory requirements laid by the Government from time to time.

During the year, substantial investment was made to meet the new governmental regulations. The drive to achieve the best Environmental pollution control measures on 3R’s (Reduce, Reuse & Recycle) was further strengthened.

Groundwater is one of the major sources of water for your Company. Therefore, we remain committed to significantly conserving it by installing water-efficient technology together with effluent treatment system like Reverse Osmosis (RO) plants to reutilise treated water into the system.

- Recharged 100 lakh litres - Rainwater Harvesting Systems installed at Vadodara, Ahmednagar and Goa Plants.

- Saved electricity of 3,60,000 kWh yearly and reduced noise pollution - New Technology Compressor installed at Ahmednagar, Pumps Plant.

- RO waste water re-used at Baddi Lighting Plant - 68 KL water re-used.

- Installation of transparent sheets on the roof of Vadodara and Goa plants - reduced the usage of artificial light and thus save energy.

- Green belt area in Bethora, Goa plant increased by plantation of 60 trees and 5,000 sq. ft. area added in Ahmednagar for Green belt development.

- Food waste composter installed for canteen waste and garden waste to utilise as fertiliser for garden at Ahmednagar, Pumps Plant.

- Solar panels of 5kW installed at Bethora, Goa plant -electricity generation will be 6,000 kWh/year.

- Treated STP recycled water used for flushing reduced use of fresh water from 26,897 KL (2017-18) to 15,846 KL (2018-19) saving 11051 KL (58%). 100% STP and ETP treated water used for gardening in all plants.

- New STP of capacity 730 KLD installed at Kundaim, Goa plant for recycling of waste water.

All units of your Company are complying with CPCB/MoEF (Ministry of Environment and Forests) guidelines specially on waste water treatment. Trade and Domestic effluents have been segregated completely through independent treatment system.

Authorisation of E-waste received from CPCB, FTL and CFL Products are RoHS compliant. Further, two of the three FTL lines have been converted from Liquid Dozing into Pill Dozing in order to reduce the risk of Mercury (Hg) exposure in the environment at Vadodara Plant.

Ahmednagar is switching to use eco-friendly water-based paint instead of existing 2 pack PU paint. This is being done to reduce hazardous waste thereby creating a positive impact on the environment.

Safety:

Safety is accorded overriding priority by your Company. The business has ensured to achieve and maintain globally approved Fire-Safety Standards. All units are in the process to install best fire/smoke detection technology to get timely information in case of any fire incident. To mitigate such incidents, all units are 100% equipped 24x7 with dedicated and trained firefighting team members.

EHS team identified all available fire hazards by conducting third-party Fire-Safety audits / HAZOP study / Risk Assessment studies and made effective action plans to close all findings. Your Company is committed to building a safety culture by Implementing Behavior-Based Safety through trainings and workshops, recording workplace hazards, conducting scheduled Fire-Safety Audits (in-house), adopting on-line Work Permit System (WPS) and Daily Tool-box talks etc.

Regular interaction is maintained through Safety committee meetings with all associates. Fire-safety Drills, Safety Week celebration and continuous Safety training to all employees begins with adequate induction. Internal and cross plant safety audits are conducted too. All actions and recommendations are being recorded and evaluated by respective EHS leaders. This monitoring has a major role in reducing workplace hazards/incidents and making Crompton, a Zero-accident organisation.

Your organisation has identified scenario-based emergency preparedness plans to counter specific emergency situations. On regular basis, mock tests and drills are planned and executed to ensure Emergency Response Team members are quick to respond to any situation.

Safety standards are monitored through focus on appropriate safety control, elimination of unsafe activities, providing better replacement methods and installation of foolproof engineering solutions (Poka-Yoke).

Key Safety programmes implemented during the year include:

- Conducted cross plant safety audits based on IS:14489-1998 at all plant locations and ensured closure of all improvement plans as per timelines.

- Structural Stability & Fire audits were conducted by BVQI experts for all plants and 15 branch offices.

- 100% new joinees have been covered with behavioural based and technical safety training at all plant locations. Refresher safety trainings were conducted for all ERT and new Safety Committee members.

- New Safety PPE’s were introduced, viz. breathing apparatus, automatic fire nozzles, mobile scaffolding tower with stairway for working safely at heights, storage of flammable chemicals cans, fire safe cabinets for lab storage and similar equipment.

- Installed fire alarm and detection systems at all plant locations.

- Safety signs, visual displays highlighting safety messages have been standardised and displayed at all appropriate places.

- Poka-Yoke (Mistake-Proofing) were installed at various equipments and machines to ensure human safety and to eliminate risks in hazard prone areas.

- LOTO (Lock-Out Tag-Out) concept deployed across all plants.

- Periodic mock drill and fire drills were conducted at all plants to ensure readiness and responsiveness of the system and employees.

- Provided anti-fatigue mats to employees, where work involves standing for long hours at respective work locations.

- Structural audit, ergonomic study and ventilation survey was conducted.

- Provided rack guards and corner guards to prevent harm to individuals and avoid structural damage.

- Permanent roof stress lifeline installed on main buildings to prevent fall hazard.

- Mobile scaffolding is available for working at heights inside the plant to prevent fall hazards.

- Visual Machine guards are installed on all moving machine under TPM drive.

Health:

An individual’s health and well-being is shaped by several factors: social, economic and environmental. A range of workplace (e.g. physical environment, culture) and nonworkplace issues (e.g. lifestyle choices, living conditions) can impact the health of an employee. Towards this end, structured initiatives have been introduced in stages.

Key health programmes as detailed below were rolled out during the year to promote a healthy lifestyle among employees. This led to enhanced motivation:

- Health education awareness trainings and motivational speeches were organised on mindful behaviour and emotional intelligence. (Initiated daily warm-up exercises at start of every shift).

- Revisited employee health insurance coverage for appropriate preventive screenings.

- Executed medical surveillance plans and periodic medical checkups.

- Ergonomics study through expert medical practitioners to identify short-term and long-term health injuries.

CORPORATE SOCIAL RESPONSIBILITY (CSR) FRAMEWORK & VISION

MAKING A DIFFERENCE ...

Drawn up on the basic principles of ‘Responsible Business’ and ‘Shared Value’, your Company’s CSR strategy aims to provide youth with employable vocational and life management skills and contribute to water neutrality by participating in water conservation initiatives.

Aptly named, UJJVAL DEEP, the CSR programme framework is both in line with the Company’s long-term commitment to build positive value for the communities as well as address major developmental priorities as identified by the Companies Act, 2013:

In line with this framework, our 4 thrust areas are:

- Vocational and skills training.

- Projects addressing environmental issues such as water and waste management.

- Projects impacting lives of people who live in the vicinity of our manufacturing / processing facilities.

- Active employees volunteering through Corporate Social Responsibility programmes.

Through 2018-19, the CSR activities were carried out with the following implementation partners.

- Skill Training, with:

- Asmacs Skill Development Ltd. (ASMACS)

- PanIIT Alumni Reach for India (PARFI)

- Kherwadi Social Welfare Association (Yuva Parivartan)

- Water Conservation Projects, with:

- Akash Ganga Trust

- Varshasookt

- Pandit Jagat Ram Memorial Force Trust (Force)

- Vanarai

- Anugami Lokrajya Mahabhiyan (Anulom) and Maharashtra Government

SKILL DEVELOPMENT INITIATIVES

The Skill Development centres are in the states of Himachal Pradesh, Gujarat, Maharashtra, Tamil Nadu, Odisha, Jharkhand and Assam.

During the course of training, candidates were exposed to a stringent curriculum in which they were trained on current industry practices, plumbing and techniques in pipe fitment and fire-fighting systems. Candidates were also trained in aspects of safety, measurement, pipe fitting, familiarisation with tools and fittings and discipline. Besides this, the major focus is on technical training in electrical appliances.

Programme 1:

Residential Multiskill Training - Implementation Partner -ASMACS

Your Company has sponsored residential skill training for 900 youth in Baddi - Himachal Pradesh, Ahmednagar -Maharashtra, Guwahati - Assam, Coimbatore - Tamil Nadu, Vadodara - Gujarat for training in Electrical & Plumbing trades.

30 training batches were run across all the locations and 80% of the youth were placed in reputed Companies.

Programme 2:

Skills Training - Implementation partner - PARFI

The programme focusses largely on youth from underprivileged and tribal communities. 117 candidates were trained in the trades of Fire Protection Installation and Plumbing in three Gurukuls - Bundu, Sambalpur and Jamshedpur. 83% of the candidates were successfully placed on an average at all the locations.

Programme 3:

Home Appliance Repair Programme - Implementation Partner - Yuva Parivartan

This programme is focussed on skilling youth through Yuva Livelihood Development Centres across Maharashtra. Training is imparted in repair of Home Appliances.

In addition, the students also participate in the Soch Ka Parivartan (Attitude Transformation) module. This is designed to help students, who come from different and often, tough backgrounds, deal with harsh problems, build their selfesteem and confidence and also help them develop a positive attitude.

108 Students have been enrolled within this programme.

WATER CONSERVATION INITIATIVES

Water is a valuable and increasingly scarce resource.

Awareness on water-related problems, results in commitment among the community and thus helps to promote better management of water resources.

Hence, your Company has focused its intervention on three major areas:

1. Rainwater Harvesting (RWH) system at Institutional Level

2. Rainwater Harvesting (RWH) system at Community Level

3. Awareness and Training sessions to get the best results in water conservation

Rainwater Harvesting

Rainwater harvesting projects were supported at the following locations: Lady Siwaswamy Ayyar Girls Higher Secondary School, Chennai, PS. Higher Secondary School, Chennai, OdaiKuppam, Fishermen’s Hamlet, Chennai, Christian Medical College, Vellore and three schools under Thane Municipal Corporation.

Water Management and Awareness

Your Company collaborated with Force Trust to spread awareness on Water Management in areas of Delhi and Himachal Pradesh regions. Under this programme, community members were educated on the key RWH solutions and Government regulations. Training of Plumbers was undertaken and schools were mobilised to conduct campaigns in Rain Water harvesting in the area.

Total number of sessions conducted were 19, impacting 2,302 beneficiaries across institutions and communities.

Watershed Development with Vanarai

To reduce the impact of natural calamities like drought and to make the village water secure, your Company supported a watershed development initiative in Jalna, Maharashtra. This is aimed at increasing the groundwater level and stabilise the water table.

Increased employment options within agriculture and allied activities by impacting 608 landholdings and their families in the region.

Gaalmukt Dharan Gaalyukt Shivar Scheme with Maharashtra Government

Contributions were made to this scheme with an aim to conserve water by removing silt from the water bodies in the drought prone areas of Ahmednagar, Maharashtra. This will lead to the cleaning of 66 water bodies. Thus 9,99,400 cubic meters of total silt will be distributed to farmers increasing their agricultural productivity.

OTHER INITIATIVES

Support to CM Fund - Floods in Kerala:

On 8th August, 2018, Kerala was hit by one of the worst floods in recent times due to unusually high rainfall during the monsoon season. It was the worst flood in Kerala in nearly a century. Over 483 people died, and more than 14 went missing. Your Company quickly rose to the occasion to extend its support in this terrible tragedy and donated an amount of ‘1 crore to the Kerala Chief Minister’s Distress Relief Fund. Of this, roughly one third was voluntarily contributed by the employees and the balance was donated by the Company.

Way Forward:

In 2019-20, your Company aims at three initiatives to enhance its CSR activities.

1. Scale:

Your Company aims at deepening the impact within the Skill development area and increase the number of beneficiaries to be trained.

In the area of water conservation, it is planned to widen the approach by supporting more projects, impacting as many landholdings as possible.

2. Effective monitoring and impact analysis:

The objective is to ensure transparency in fund utilisation and impact. A robust framework will be designed for planning and monitoring the activities.

3. Project completion and consolidation:

The third key focus area for the next year is to consolidate the ongoing projects and to aim at maximising the outreach of the beneficiaries within each programme.

Your Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2019, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure 4.

GREEN INITIATIVES

Electronic copies of the Annual Report and Notice of the 5th Annual General Meeting (AGM) will be sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Notice and Annual Report will be sent in the permitted mode. [Members requiring physical copies can send a request to the Company]. Physical copies of the aforesaid documents will also be available at your Company’s Registered Office for inspection during normal business hours on all working days, excluding Saturdays till the date of AGM.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company i.e. 31st March, 2019 and the date of the Board Report.

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

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.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

Pursuant to the Order of the Hyderabad Bench of the National Company Law Tribunal (NCLT Order), the operations of Karvy Computershare Private Limited, the Registrar & Share Transfer Agent of your Company have been transferred to Karvy Fintech Private Limited (Karvy Fintech) with effect from 17th November, 2018.

M/s. Karvy Fintech Pvt. Ltd. is the R&T Agent of the Company. Their contact details are mentioned in the Report on Corporate Governance.

PUBLIC DEPOSITS

No public deposits have been accepted by your Company during the year under review.

AUDITORS

(a) Statutory Auditors:

M/s. Sharp & Tannan, were appointed as Statutory Auditors of your Company at the 2nd Annual General Meeting held on 11th August, 2016 for a term of five consecutive years. The Auditors has issued an unmodified opinion on audited financial statements of the Company for the year ended 31st March, 2019. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

(b) Cost Auditors:

Your Company is required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained in the prescribed manner.

M/s. Ashwin Solanki & Associates, Cost Accountants carried out the cost audit during the year. The Board of Directors have appointed M/s. Ashwin Solanki & Associates, Cost Accountants as Cost Auditors for the financial year 2019-20.

The remuneration proposed to be paid to the cost auditors for 2019-20 is subject to ratification by members at the ensuing Annual General Meeting.

(c) Secretarial Auditors:

M/s. Mehta and Mehta, Practicing Company Secretaries carried out the secretarial audit during the year. The Board of Directors have appointed M/s. Mehta and Mehta, Secretarial Auditors for the financial year 2019-20. The Secretarial Audit report is annexed herewith as Annexure 5 to the Report.

(d) Internal Auditors:

M/s. Grant Thornton India LLP conducted the internal audit of your Company for the financial year 2018-19.

M/s. Grant Thornton India LLP have been appointed as Internal Auditors of your Company for the financial year 2019- 20 to review various operations of the Company.

PARTICULARS OF EMPLOYEES

There are 11 employees who were in receipt of remuneration of not less than Rs. 1,02,00,000/- if employed for the full year or not less than Rs. 8,50,000/- per month if employed for any part of the year.

Disclosures with respect to the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 6 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of this report.

COMPLAINTS RELATING TO SEXUAL HARASSMENT

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

During the year under review, one complaint was received which has been investigated and resolved after taking an appropriate action.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism and Whistle Blower Policy with a view to provide a mechanism for employees to report violations. 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 of 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. No personnel have been denied access to the Audit Committee.

The Policy also provides a mechanism to encourage and protect genuine Whistle blowing among the Vendors.

Any incident that is reported is investigated and suitable action is taken in line with the Policy.

The Whistle Blower Policy of your Company is posted on the website of the Company and can be accessed at the web link: https://www.crompton.co.in/media/Vigil-Mechanism-and-Whistleblower-Policy.pdf

LISTING

The equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Non-Convertible Debentures (NCDs) of the Company are listed on the Debt Segment of National Stock Exchange of India Ltd.

Your Company has paid the Listing fees for both the Stock Exchanges for the 2018-19 and 2019-20 for Equity shares and to National Stock Exchange of India Ltd. for NCDs.

ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure 7.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the Financial Statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013 and guidelines issued by SEBI. Your Directors confirm that:

- the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for 2018-19;

- sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis;

- the internal financial controls laid down by the Company were adequate and operating effectively; and

- the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

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:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Company’s performance.

Your Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

For and on behalf of the Board of Directors

For Crompton Greaves Consumer Electricals Limited

H. M. Nerurkar

Place : Mumbai Chairman

Date : 21st May, 2019 DIN: 00265887

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Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the Fourth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2018.

FINANCIALS:

The table below depicts the financial performance of your Company for the year ended 31^st March, 2018.

(Rs. crore)

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Revenue from operations	4,105.12	4,016.67
Total income	4,135.87	4,036.16
Profit before Exceptional Items and Tax	485.44	427.56
Exceptional Items	-	2.52
Profit before Tax	485.44	425.04
Tax expenses (including deferred Tax)	161.65	141.87
Profit after Tax	323.79	283.17

COMPARABLE REVENUE

Your Company adopted Indian Accounting Standards (Ind AS) with effect from 1^st April, 2017, as part of the 2^nd wave of companies required to transition to the new standards. While details of the changes due to transition are given in the notes to accounts, this necessitated the restatement of the financials for the previous year (2016-17) and accordingly the 2016-17 numbers as given above are the restated numbers.

With effect from 1^st July, 2017, the country moved to the GST regime wherein several taxes were subsumed into GST. This necessitated adjustment of prices for many of the Company’s products but without any increase in prices in the hands of the consumer. Under the prevailing revenue reporting requirements, the income from Sales/operations got reduced with commensurate reduction in cost of purchases. In order to make the numbers comparable with the previous year, suitable adjustments have been made while commenting on sales growth numbers in this report.

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE: Comparable Revenue grew 8.4% to Rs.4,105.12 crore. Profit Before Tax (PBT) at Rs.485.44 crore was up by 14.2% versus last year.

Finance costs of Rs.63.74 crore represent the interest cost on the Non Convertible Debentures of Rs.650 crore.

Profit Before Tax “PBT” was Rs.485.44 crore and Profit After Tax “PAT” was Rs.323.79 crore. PBT margin was 11.7% and PAT margin was 7.9%.

INCREASE IN SHARE CAPITAL - Exercise of Stock Options During the year under review, your Company has made following allotments pursuant to exercise of options by eligible employees under the Crompton Employee Stock Option Scheme- 2016:

Date of Allotment	No. of Shares	Remarks
6* December, 2017	16,275	Allotment of shares arising out of exercise of options
2nd February, 2018	22,688	Allotment of shares arising out of exercise of options

Accordingly, the paid-up share capital of the Company as on the date of this Report is Rs.1,25,35,70,210 divided into 62,67,85,105 equity shares of Rs.2/- each.

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 are provided in Annexure 1 to this report.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.1.75 per Ordinary (Equity) Share of the face value of Rs.2 each, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date. The dividend outgo, inclusive of tax on distributed profits would absorb a sum of Rs.132.23 crore.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Company has adopted a Dividend Distribution Policy which is available on the Company’s website.

RESERVES:

Under the Companies Act, 2013, there is no requirement to transfer any sum to General Reserve in relation to the payment of dividend. Accordingly, the entire undistributed Profit after Tax is carried forward in the Statement of Profit and Loss.

REVISION IN CREDIT RATING

CRISIL has, as part of its annual review of the Company’s credit rating, revised its outlook to ‘Positive’ from ‘Stable’ and reaffirmed the ratings at ‘CRISIL AA’. This rating is for the Company’s long term facilities and Non-convertible Debentures. The short-term rating remains at CRISIL A1 .

INDIAN CORPORATE GOVERNANCE SCORECARD:

BSE Ltd. jointly with International Finance Corporation (IFC) and institutional investor Advisory Services (iiAS) with the financial support of the Government of Japan has developed the Indian Corporate Governance Scorecard which is a fair assessment of corporate governance practices at the corporate level. The Scorecard is based on the G20/OECD Principles of Corporate Governance. Your Company has featured in top 10 companies amongst S&P BSE 100 (BSE 100) companies evaluated basis this Scorecard.

HUMAN RESOURCES & EMPLOYEE RELATIONS:

Employee Relations

Employee relations in your Company, over the last few years, have been excellent. 201 7-1 8 was a landmark year with two long-term settlements signed for a 5 year term, with the employee unions at Bethora and Kundaim units. These settlements are unique not only for their duration, and other work practice changes, but also for the high-degree of transparency and good spirit demonstrated.

Talent Management

Driving a performance-based culture and employee development have been two key priorities of your Company. Key leadership gaps were filled in and the complete leadership team is now in place. A 360 degree feedback initiative was done for select employees. The process of goal setting, midyear appraisals and annual performance assessment was made time bound and transparent.

Capability & Leadership Development Capability building is one of the five strategic levers on which the organisation strategy is built. In this context various initiatives were launched to build process and people capability. The most significant of those included induction of best-in-class talent in the strategic areas of Go-to-Market and Product Supply, Leadership development and functional capability enhancement.

Employee Engagement & Communication

Various initiatives were undertaken to drive transparency and communication in the organisation. This includes frequent town-halls and small group interactions between leadership of the organisation (including the CEO), and employees. A comprehensive employee recognition program was rolled out during the year.

As of 31^st March, 2018 the permanent employee strength was 1,615.

DIRECTORATE & KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors is governed by the Nomination and Remuneration Policy of your Company which also contains the criteria for determining qualifications, positive attributes and independence of Directors. The detailed Nomination and Remuneration Policy is contained in the Corporate Governance section of the Annual Report.

Your Company’s Board comprises seven members. The Chairman, Mr. H. M. Nerurkar is an Independent Director.

Mr. Shantanu Khosla is the Managing Director. Mr. D. Sundaram and Mr. P. M. Murty are Independent Directors. Ms. Shweta Jalan, Mr. Sahil Dalal, and Mr. Promeet Ghosh are Non-Executive Directors.

Mr. Ravi Narain resigned from the Board w.e.f 5^th March, 2018. The Board places on record their appreciation of the valuable advice and guidance given by Mr. Ravi Narain while he was a Director of the Company.

Ms. Shweta Jalan, Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting (AGM) of your Company has offered herself for reappointment.

Her details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting (AGM) of your Company.

Appropriate resolution seeking your approval to her reappointment as Director is included in the Notice.

All Independent Directors have submitted declarations that they continue to meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 read with the rules thereof.

Mr. Shantanu Khosla, Managing Director, Mr. Mathew Job, Chief Executive Officer, Mr. Sandeep Batra, Chief Financial Officer and Ms. Pragya Kaul, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of section 2(51) and section 203 of the Companies Act, 2013 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).

The Board of Directors met six (06) times during the year 2017-18. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013. The Committees are Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship & Share Transfer Committee and Allotment Committee. The composition, terms of reference, number of meetings held and business transacted by the Committees is given in the Corporate Governance Report.

BOARD EVALUATION:

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board carried out the annual performance evaluation of the Board as a whole, Board Committees and individual Directors.

Considering the Guidance Note on Performance Evaluation of Board dated 5^th January, 2017 published by SEBI, structured assessment sheets were finalized in consultation with the Board Members to evaluate the performance of the Board, Committees of the Board and individual performance of each Director including the Chairman. The evaluation process was facilitated by the Chairman of the Board and the Chairman of the Nomination and Remuneration Committee.

The parameters for performance evaluation of Board include composition of the Board, process of appointment to the Board of Directors, common understanding that the different Board members have of the roles and responsibilities of the Board, timeliness for circulating the board papers, content and the quality of information provided to the Board, attention to the company’s long term strategic issues, evaluating strategic risks, overseeing and guiding major plans of action, acquisitions, divestment, etc.

Some of the performance indicators for the Committees include understanding of the terms of reference, effectiveness of the discussions at the Committee meetings, information provided to the Committee to discharge its duties and performance of the Committee vis-a-vis its responsibilities.

Performance of individual Directors was evaluated based on parameters such as meeting attendance, contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge and understanding of relevant areas and responsibility towards stakeholders. All the Directors were subject to peer evaluation. The performance of the Independent Directors was evaluated taking into account the above factors as well as independent decision making and non-conflict of interest.

The results of the evaluation were shared with the Board and individual Directors and thereafter the Board and Committees have agreed on actions to further improve the effectiveness and functioning of the Board and Committees.

The Board also reviewed the process of and noted the actions identified in the last year’s evaluation.

FAMILIARIZATION PROGRAMME:

Your Company has in place a structured induction and familiarization program for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors and Senior Management personnel. They are also updated on all business related issues and new initiatives.

Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors.

The Directors appointed as members on the CSR Committee are also involved and briefed about CSR initiatives of the Company. The Senior executives of the Company make presentations to the members of the Board on the performance of the Company and strategic initiatives.

Brief details of the familiarization program are uploaded and can be accessed on the Company’s website (www.crompton. co.in).

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES:

Your Company has no subsidiaries, associates and joint ventures.

RELATED PARTY TRANSACTIONS:

All contracts or arrangements or transactions with related parties were at arms’ length basis. There were no material contracts or arrangements or transactions with related parties, therefore Form AOC-2 does not form part of this report.

Policy on Materiality of and dealing with Related Party Transaction of the Company is available on the website of the Company and can be accessed at the web link: www.crompton. co.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT:

Your Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks, in the internal and external environment and incorporates risk mitigation plans in its strategy and business/operational plans. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defence cover of the Company’s risk management. The Company has a robust structure for managing and reporting on risks.

Your Company’s Audit Committee monitors and reviews the risk mitigation plan.

The key business risks facing the Company are detailed below.

1. “Go to Market” - The ability to manage business continuity while establishing the new distribution model. Your Company is looking at IT enablement and realigning roles and rewards to new way of working.

2. Operational excellence - The ability to improve and sustain quality and drive down costs at the same time. Your Company has initiated vendor rationalization, emphasis on in-house manufacturing and scorecard evaluation of vendors.

3. Branding/Innovation - The ability to continue to “out innovate” competition. Your Company is strengthening its consumer insight process and filing up the competency gaps in the concerned team.

4. Ability to succeed in the new business model (ESCO), in lighting, where the customer does not pay for the fixtures but instead asks the supplier to share the gains from the savings generated. Correct estimation and assessment of the contractual risks and obligations in such models becomes very important. Your Company is looking at standardizing the framework for assessing the tenders/ business opportunities.

5. Organization Excellence - Ability to attract and retain the right talent may lead to your Company’s inability to achieve organisation’s goals.

Your Company is taking steps to mitigate and reduce the impact of these risks to the operations of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place a robust internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations.

Your Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The audit plan is approved by the Audit Committee, which regularly reviews the compliance to the plan.

Findings along with management response are periodically shared with the Audit Committee. Status of action plans are also shared with the Audit Committee. The Audit Committee also reviews the steps taken by the management to ensure that there are adequate internal financial controls in design and operation.

Ongoing monitoring is performed as an integral part of the day to day supervision, review and measurement of internal audit activity.

Your Company has deployed controls through its policies and procedures. These policies and procedures are periodically revisited to ensure that they remain updated to changes in the environment. There is a well laid out process for making amendments to processes in the Company and implications of changes are well thought through and all stakeholders are consulted so that implementation is smooth.

Your Company continues to invest in IT tools to automate controls to the extent possible so as to minimise errors and lapses. Controls with respect to authorisation in underlying IT systems are reviewed periodically to ensure that users have access to only those transactions that their roles require. Various functions run periodic reports which are focussed on identifying exceptions through data analysis as part of their routine monitoring activities. Corrective actions, if any, are taken promptly by the respective functions.

Your Company has also invested in an IT tool which helps track statutory compliances as close as possible to the actual due date. Any deviations are highlighted for prompt corrective action. Functional owners take responsibility for putting in preventive steps.

This web based compliance management system not only helps adhere to the regulatory requirements but also develops a culture of self-regulation and accountability within the organisation. In the present times when governance is looked upon as a critical aspect of sustainability, we believe, our compliance management system plays a significant role in ensuring good corporate governance.

RESEARCH AND DEVELOPMENT:

Your Company has strong focus on in-house research and development and promotes a culture for Innovation. Company’s team focuses on continuous and sustainable product innovations, working across the product lifecycle aspects including design, development, manufacturing and use phases. Your Company conducts consumer research with a view to identify unmet consumer needs. The Anti Dust range of fans launched in FY 2016-17 was an outcome of such extensive consumer research. This range has been very successful and is now a category leader.

Your Company has recently launched the AIR 360 fan which delivers air over more than 50% of the area as compared to other fans. Its unique elevated blade design coupled with antidrag technology and a powerful motor helps it to provide the enhanced coverage.

Research and Development efforts in pumps were focused on developing energy efficient pumps for a variety of applications to enhance ease and convenience of use and conserve water. Some of the products introduced in the year were:

- Open well dry winding Pumps (OWVD) series coated with antirust CED coating which increases efficiency, ensures trouble free operation, lowers power consumption and long life.

- High pressure washing pump “CPW” series with enhanced pressure upto 150 Bar was launched with induction motor for long life and reliability. CPW induction motor pumps can be used at commercial establishments like malls, hotels, airports and railway stations where continuous cleaning activity is going on.

- High quality alloy impeller “CDW” series was introduced for construction sites, mining and flood control. This pump is robust for rugged applications.

The lighting segment has seen massive disruption with the adoption of LED technology. This ever evolving technology has helped drastically reduce energy usage and now provides a platform to add on features like connectivity etc. While your Company continues to innovate in this area, we have also tied up with leading technology solution providers from around the world to bring latest designs and offerings to the Indian consumer.

India’s first, “Signature Series”- range of new Architectural/ Decorative Low glare Office lighting Troffers incorporating ambience, visual comfort and performance needs of the commercial office space market requirements, was launched during the year.

Low glare high efficacy indoor lighting recessed luminaires were introduced using state of the art design tools.

An integrated sleek LED tube light fixture “Smart Ray” with a unique feature such that it can be mounted on a wall without a batten or fixture was also introduced last year. The LED lamp portfolio was extended to incorporate high wattage LED bulbs and other variants of LED surface lights and LED linear and spot lights in consumer LED Lighting space.

Innovatively engineered, aesthetically designed, “Supra Series”, high performance and highly energy efficient range of High bay/ Well glass and Floodlights were introduced in Industrial and Infrastructure segment.

The efforts on introduction of cost competitive products and continuous value engineering in LED portfolio substantially contributed towards meeting the challenges of market and achieving cost leadership.

R & D efforts also helped the Company in providing the best in industry solutions to customers for various projects of national significance and in bagging major orders in EESL, Tata Steel, GMR, Dholera smart city, Inkel, Kolkata Metro Rail, HIDCO, KMRCL, NBCC to name a few.

In Appliances your Company has recently launched the TRICOOL Air cooler. TRICOOL, unlike other conventional coolers draws fresh air from outside the room which results in better cooling as well as ventilation. Its unique honeycomb design and superior fan provides best in class cooling comfort. Further being window mounted, TRICOOL eliminates the hassle of looking for space to keep the cooler post the summer months.

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

As required by the Companies Act, 2013, read with 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 as Annexure 2 to this Report.

ENVIRONMENT, HEALTH & SAFETY (EHS):

Your Company has always been aware of its responsibilities towards Health, Safety and Environment Management and is in the process of further strengthening its current resources. A Policy on Occupational Health, Safety and Environment is already in place. During the year your Company complied and excelled with EMS 14001 and OHSAS 18001 standards and is moving towards upgradation with ISO 45001. Single IMS (Integrated Management System) is in place which is the foundation of the overall health, safety and environment framework at your Company. Internal & External EHS and OHSAS audits were carried out to check the level of compliance and any deviations from laid down policies and procedures tracked and reviewed through this audit system. As part of Plant Do Check Act (PDCA), ensured closure through Corrective Action and Preventive Action (CAPA) within a reasonable time frame.

A comprehensive EHS manual titled “KAVACH” comprising the policies, procedures and work instructions has been prepared. Deployment of “KAVACH” has been ensured across the organization through rigorous trainings, defining dedicated EHS structure in line with required competencies and performance reviews through periodic assessments.

To ensure focused delivery on EHS activities, each plant carried out Aspect impact and HIRA (Hazard Identification and Risk Assessment) study for various activities and identified Controllable/Uncontrollable and Normal / Abnormal /Emergency scenarios in each operation.

A comprehensive EHS performance scorecard has been deployed and is monitored on monthly basis. Regular cross functional quarterly EHS meets are conducted at various manufacturing units with the agenda of natural resource conservation, electricity consumption reduction, industrial effluent reduction, water conservation, air emissions, waste generation and disposal. EHS improvement plans, scorecard discussions and benchmarking practices are deployed at plant level. All improvement suggestions are implemented within time frame as decided.

A brief on Environmental, Health and Safety (EHS) programs of the Company is as under.

Environment

In addition to the focus on conserving finite resources together with reducing harmful emissions, sustainable management at all stages of the value chain and throughout the entire life cycles of our products is now an essential part of our philosophy.

Your Company is committed to achieve its target by implementing best technology and management programs through a combination of energy conservation, water conservation, minimized air emissions, rainwater harvesting and solid waste recycling. All units are complying with zero liquid discharge system, minimized usage of petroleum products by modifying boilers into bio-fuels boilers along with drastic reduction in air emissions.

Towards other environmental focus areas, your Company has greatly reduced raw water consumption, effluent generation, solid-waste generation, hazardous waste generation, reduction in GHG emissions (Green House Gases) to reduce the overall impact on our natural resources and environment. Beside this all the manufacturing units have complied and are being online monitored for all EHS related legal-statutory requirements laid by Government from time to time.

During the year substantial investment was made at the units to meet the different new government regulations and the drive to achieve best Environmental pollution control measures on 3R’s (Reduce, Reuse & Recycle) philosophy was strengthened.

Ground water is one of the major sources of water for your Company. Therefore, we remain committed to significantly conserving it by installing water efficient technology together with effluent treatment system like Reverse Osmosis (RO) plants to reutilize treated water into the system.

Rainwater harvesting systems are installed at our Baroda, Ahmednagar and Goa Plants and around 1 00 Lakh Litres of water was recharged in 2017-18. RO waste water is being reused because of which 67.5KL of water was saved.

Installation of transparent sheets on the roof of the Baroda and Goa units allow sunlight to enter and reduce the usage of artificial light and thus save energy. The green belt area in Goa unit was increased by plantation of 156 trees.

All units of your Company are complying with CPCB/ MOEF (Ministry of Environment and Forest) guidelines specially on waste water treatment. All Trade and Domestic effluents have been segregated through independent treatment system. 100% STP and ETP treated water is being used for gardening in all plants. New STP of capacity 20 KLD installed at Kundaim, Goa plant for recycling of waste water.

Aspect Impact and Hazard Identification and Risk analysis are conducted for our manufacturing operations. We have received authorization of E-waste from CPCB. Our FTL and CFL Products are RoHS compliant and, we have converted two of the three FTL lines into Pill Dozing from Liquid dozing to reduce the risk of Mercury (Hg) exposure in environment.

Safety:

Towards Fire-Safety, your Company has ensured to achieve and maintain globally approved Fire-Safety Standards. All units are in process to install best fire/smoke detection technology to get the information in time in case of any fire incident. To mitigate such incident all units are 100% equipped 24x7 with dedicated firefighting team members. EHS team identified all available fire hazards by conducting third party Fire-Safety audits/HAZOP study/Risk Assessment studies and made action plan to close all findings. Your Company is committed to building safety culture within by Implementing Behavior Based Safety through trainings and workshops, recording workplace hazards, conducting scheduled Fire-Safety Audits (in-house), adopting on-line Work Permit System (WPS), Daily Tool-box talks. Safety committee meetings and interaction with all associates, Fire-safety Drills, Safety Week celebration and continuous safety trainings to all concerns starts with Induction. All actions and recommendations are being recorded and evaluated by respective EHS leaders. This monitoring has a major role in reducing work place hazards/incidents and becoming an incident free organization.

Your organization has identified scenario-based emergency preparedness plans to counter specific emergency situations. On regular basis mock tests are planned and executed to ensure ERT (Emergency Response Team) members responsiveness and effectiveness.

Degree of prevention is being monitored through focusing on appropriate safety control selection such as elimination of unsafe activities, providing better substitute methods and installation of engineering full proof solutions (Poka-Yoke).

Key Safety programs carried out during the year were:

- Conducted third party Safety audits IS:14489-1998 at all plant locations and ensured closure of all improvement plans as per time lines.

- 100% new joiners have been covered with behavioral, based and technical safety at all plant locations. Refresher safety trainings were conducted for all ERT and new safety committee members.

- New Safety PPE’s introduced viz. breathing apparatus, automatic fire nozzles, mobile scaff old tower with stairway for safe height work, flammable chemicals storage cans, Fire cabinets for lab storage etc.

- Installed Fire alarm & detection system at all plant locations

- Safety signs visual displays have been standardized and displayed at all appropriate places.

- Daily and weekly safety review meetings are being conducted at shop and at plant management level to check EHS progress.

- Electronic display boards are provided which show contact information and daily availability of ERT and OHC team members for quick response to incidences.

- Poka-yoke’s (Mistake-Proofing) were installed at various equipment’s/machines to ensure human safety and to eliminate risk at hazard prone areas.

- LOTO (Lock-out Tag-Out) concept deployed across all plants.

- Periodic Mock drill and fire drills were conducted at all plants to ensure readiness and responsiveness of system.

Health:

An individual’s health and well being is shaped by several social, economic and environmental determinants. A range of workplace (e.g. physical environment, culture) and nonworkplace issues (e.g. lifestyle choices, living conditions) can impact the health of an employee. For better health of employee, all three aspects such as body, mind and soul needs to be nurtured carefully and hence structured initiatives have been introduced in steps.

Following key health programs were carried out during the year to promote healthy lifestyle and to enhance motivation:

- Health education awareness trainings and motivational speeches.

- Initiated daily warm up exercises at shift start.

- Revisited employee health insurance coverage for appropriate preventive screenings.

- Executed medical surveillance plans and periodic medical checkups.

- Periodic workplace monitoring such as noise & lux level.

- Ergonomics study through expert medical practitioners to identify short-term and long-term health injuries.

- A healthy work environment created through actions such as making healthy food available.

- Annual sports events being planned across organization and contestants being awarded subsequently. This brings sportsmanship spirit, team collaboration and caring of buddy employee at workplace.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

FRAMEWORK & VISION

Our CSR strategy framework is based on the principles of ‘Responsible Business’ and ‘Shared Value’. Our vision is to contribute significantly to the development of marginalised youth by providing them with employable vocational and life management skills and for contributing to water neutrality by participating in water conservation initiatives.

The CSR program framework is both in line with the company’s long-term commitment to build positive value for the communities (including key stakeholders) as well as address key developmental priorities as identified by the Schedule VII of the Companies Act 2013.

As decided by the CSR Committee, initiatives primarily focus on the following key areas:-

- Vocational & skills training

- Projects that address environmental issues such as water and waste management

- Projects that impact lives of people who live near the manufacturing/processing facilities

- Engaging employees actively through corporate social responsibility

Your Company believes in partnering with dedicated and committed organizations to deliver its CSR objectives. During the year under review, after extensive research and due diligence, two partners were on boarded for carrying out skill development programs.

In 2017-18, 292 youth were imparted training in electrical, plumbing trades and data entry operation across three training centres. The training centres provide residential facilities and duration of each batch is about 2 months. Besides the domain training of Multi skill electrical trade, the trainees are also trained in soft skills, personality development, english language skill, computer skill etc. Focus is on ensuring placement of the majority of the youth and is part of the commitment of the NGO imparting the training.

In Kapadvanj, Gujarat we have partnered with Don Bosco Technical Society and in Baddi, Haryana and Ahmednagar, Maharashtra, with Asmacs Skill Development Limited (ASMACS). Highlights of the skill development program run in Kapadvanj, Gujarat are:

- No. of Beneficiaries: 112

- Project Period: June 2017- May 2018

- Location: Don Bosco Tech- Kapadvanj, Kheda District, Gujarat

- Courses: Domestic Electrician Solution and Data Entry Operator

- Employment will be offered to minimum 70 percent of beneficiaries

Highlights of the skill development program run in Baddi, Himachal Pradesh are:

- No. of Beneficiaries: 120

- Location: Baddi University, Baddi, Himachal Pradesh

- Courses: Electrician and Multi Skilled Technician (Electrical)

- From the 1^st Batch 24, from the 2^nd Batch 27 and from the 3^rd Batch 7 have been placed. Training for 4^th batch of 30 youth is under progress.

Highlights of the skill development program run in Ahmednagar are:

- No. of Beneficiaries: 60

- Location: Raisoni Institute of Technology at Ahmednagar, Maharashtra

- Courses: Electrician and Multi Skilled Technician (Electrical)

- 1^st Batch of 30 have been trained and 100% have been offered jobs

My name is Vishal Singh. I am from Pandoga distt. UNA, H.P, We are 5 members in my family. I have done my 12^th from Govt school Pandoga. Financially my family is not that much capable so that they can afford expensive training. I was scared about my future that what I will do for my career. I was not able to find any direction for my future. One day I heard about the Crompton CSR Project running by ASMACS Skills in Baddi. I came to know that its free residential program and easily approachable, so I took admission. The trades available with the course were Multiskill Technician and Helper Electrician both are evergreen trades. I took admission in Helper Electrician. At training center I learned all the technical terms that is helpful for industrial exposure. According to my knowledge and working skill today I am well placed in Sukam Solar Power Solutions. Now I can forward steps towards my future with my hard work and punctuality because Crompton has provided me a good platform to start my career. I am a skilled person now and I approach to any industry for future growth.

Thanks to Crompton & Asmacs Skills.

I am Jasveer Singh from Kotla power house Distt. Ropar, Punjab. I have completed my 10^th from Punjab Board of school education, Mohali. My father is a farmer and I have 4 sisters in my family. Since I was an unskilled person I was not getting any job anywhere. But ASMACS Skill Development provided me great opportunity to be a skilled person through there Crompton CSR Project at Baddi. Here I got great exposure to enhance myself theoretically as well as practically in electrical domain. The atmosphere of skill center is very positive & whole staff is very cooperative. Theoretical and practical’s sessions are very well clear guest lectures were given time to time. Asmacs Skill sector provide us industrial visit time to time. They provide us all the facilities as fooding and lodging. After the completion of course, I got job in Chandigarh Electrical Work at Ropar with the salary of Rs.6000. I want to give all the credit to Crompton & Asmacs Skills center team who help to make stable my financial condition.

Your Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31^st March, 2018, in accordance with section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure 3.

PLANS FOR 2018-19

Your Company will continue the skill development centres currently running at Baddi & Ahmednagar. Additional partners have been identified for other parts of India and we intend to train around 1000 youth in 2018-19.

Several water conservation projects have also been identified and we are at advanced stage to sign MOU’s with NGOs for executing the same.

GREEN INITIATIVES:

Electronic copies of the Annual Report and Notice of the 4^th Annual General Meeting will be sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Notice and Annual Report will be sent in the permitted mode. [Members requiring physical copies can send a request to the Company]. The physical copies of the aforesaid documents will also be available at your Company’s Registered Office for inspection during normal business hours on all working days, excluding Saturdays.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company i.e. 31^st March, 2018 and the date of the Board Report.

MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS:

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.

SHARE REGISTRAR & TRANSFER AGENT:

M/s. Karvy Computershare Pvt. Ltd. (“Karvy”), a SEBI registered Registrar & Transfer Agent (“RTA”) has been appointed as the Company’s RTA for shares and NCD’s. The contact details of Karvy are mentioned in the Report on Corporate Governance.

PUBLIC DEPOSITS:

No public deposits have been accepted by your Company during the year under review.

AUDITORS:

(a) Statutory Auditors:

M/s. Sharp & Tannan, were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 11^th August, 2016 for a term of five consecutive years. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

(b) Cost Auditors:

M/s. Ashwin Solanki & Associates, Cost Accountants carried out the cost audit during the year. The Board of Directors have appointed M/s. Ashwin Solanki & Associates, Cost Accountants as Cost Auditors for the financial year 2018-19.

(c) Secretarial Auditors:

M/s. Mehta and Mehta, Practicing Company Secretaries carried out the secretarial audit during the year. The Board of Directors have appointed M/s. Mehta and Mehta, Secretarial Auditors for 2018-19. The Secretarial Audit report is annexed herewith as Annexure 4 to the Report. PARTICULARS OF EMPLOYEES:

There are 8 employees who were in receipt of remuneration of not less than Rs.1,02,00,000 if employed for the full year or not less than Rs.8,50,000 per month if employed for any part of the year.

Disclosures with respect to the remuneration of Directors, KMPs and employees as per section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 5 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

BUSINESS RESPONSIBILITY REPORT:

A Business Responsibility Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front forms an integral part of this report.

COMPLAINTS RELATING TO SEXUAL HARASSMENT:

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

During the year under review, no complaint was received.

VIGIL MECHANISM:

Your Company has formulated a Vigil Mechanism and Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation. The Policy also lays down the procedures to be followed for tracking of 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. No personnel have been denied access to the Audit Committee.

Any incidents that are reported are investigated and suitable action is taken in line with the Policy.

Whistle-blower Policy of your Company is available on the website of the Company and can be accessed at the web link: www.crompton.co.in.

LISTING:

The equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Non-Convertible Debentures of the Company are listed on the Debt Segment of National Stock Exchange of India Ltd. Your Company has paid the Listing fees for both the Stock Exchanges for the F.Y. 201718 and F.Y. 2018-19.

ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed hearwith as Annexure 6.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors would like to assure the Members that the Financial Statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013.

Your Directors confirm that:

- the Annual Accounts have been prepared in conformity with the applicable Accounting Standards

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for 2017-18

- sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities

- the Annual Accounts have been prepared on a going concern basis

- the internal financial controls laid down in the Company were adequate and operating effectively

- the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

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:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries as the Company has no subsidiaries.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENTS:

Your Directors wish to convey their gratitude and appreciation to all of the Company’s employees at all its locations for their tremendous personal efforts as well as their collective dedication and contribution to the Company’s performance. Your Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

On behalf of the Board of Directors

For Crompton Greaves Consumer Electricals Limited

H. M. Nerurkar

Chairman

DIN: 00265887

Place: Mumbai

Date: 15^th May, 2018

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Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the Third Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2017.

FINANCIALS:

The table below depicts the financial performance of your Company for the year ended 31^st March, 2017.

Rs. in crores

Particulars	Year ended 31st March, 2017	Year ended 31st March, 2016*
Sales/Income from operations (Net of excise duty)	3,975.90	1,811.68
Total income	3,995.40	1,815.53
Profit before Exceptional Items and Tax	433.14	171.61
Exceptional Items	2.52	13.93
Profit before Tax	430.62	157.68
Tax expenses (including deferred Tax)	139.93	52.49
Profit after Tax	290.69	105.19

* The financials for 2015-16 reflect the business performance from 1^st October, 2015 (appointed date for demerger) to 31^st March, 2016.

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:

Revenue grew 10.8 % to Rs.3975.90 crores. Operating Profit (PBIT before Corporate expenses and Exceptional Items) at Rs.592.97 crores was up by 21.9 % versus last year. As mentioned in the MDA, for comparison purposes we have considered the segment profit reported by Crompton Greaves Ltd. (Now known as CG Power & Industrial Solutions Ltd.) for the period 1^st April, 2015 to 30^th September, 2015.

Finance costs of Rs.66.53 crores represent the interest cost on the Non Convertible Debentures of Rs.650 crores and the interest paid on the term loan from 1^st April, 2016 to 24^th June, 2016 (the date of the repayment of the loan).

Expenses of Rs. 2.52 crores incurred for the demerger have been classified as Exceptional Item.

Profit Before Tax “PBT” was Rs. 430.62 crores and Profit After Tax “PAT” was Rs. 290.69 crores. PBT margin was 10.8 % and PAT margin was 7.3%.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1.50 per Ordinary (Equity) Share of the face value of Rs. 2 each, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date. The equity dividend outgo, inclusive of tax on distributed profits would absorb a sum of f 113.15 crores.

The Company has approved a Dividend Distribution Policy and the same is available on the website of the Company.

RESERVES:

Under the Companies Act, 2013, there is no requirement to transfer any sum to General Reserve in relation to the payment of dividend. Accordingly, the entire undistributed Profit after Tax is carried forward in the Profit and Loss Account.

NON CONVERTIBLE DEBENTURES:

During the year under review, your Company issued Non Convertible Debentures (NCDs) aggregating to Rs.650 crores on private placement basis. These debentures are listed on Debt Segment of National Stock Exchange of India Ltd. The proceeds of Non Convertible Debentures were used for repaying the Company’s term loan.

TERM LOAN:

The Company repaid on 24^th June, 2016 the entire term loan outstanding of Rs.608.26 crores by using the proceeds from the NCD issue. This resulted in reduction in interest costs by approximately Rs.8.50 crores p.a.

REGISTERED OFFICE:

Your Company shifted its registered office to “Tower 3, 1^st Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070” with effect from 1^st December, 2016.

EMPLOYEE STOCK OPTIONS:

The Members of the Company approved grant of options to eligible employees of the Company, vide special resolution passed by the members through a Postal Ballot on 22^nd October, 2016, under the following plans:

1. Employee Stock Option Plan 2016 (ESOP 2016)

2. Performance Share Plan - 1 2016 (PSP 1)

3. Performance Share Plan - 2 2016 (PSP 2)

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 are provided in Annexure 1 to this report.

CHANGES IN PROMOTERS:

During the year under review, Avantha Holdings Limited, the erstwhile promoters transferred its entire shareholding of 21,54,42,496 shares, aggregating to 34.38% of the paid up capital of the Company to Amalfiaco Ltd. “Amalfiaco” (Special Purpose Vehicle managed by Advent International Corporation, USA) and MacRitchie Investments Pte Ltd. “MacRitchie” (wholly owned subsidiary of Temasek Holdings (Pvt) Ltd). Amalfiaco was transferred 14,00,37,623 equity shares and MacRitchie was transferred 7,54,04,873 equity shares of your Company.

MacRitchie is a person acting in concert with Amalfiaco and Nirsinia Ltd. MacRitchie has entered into an Inter se Agreement dated 23^rd April, 2015 with Amalfiaco and Nirsinia (“Inter-Se Agreement”). Pursuant to the said Agreement, MacRitchie does not have control rights and will not be exercising control over your Company.

The present promoters of your Company are Amalfiaco Ltd. and Nirsinia Ltd.

National Stock Exchange of India Ltd. and BSE Ltd. vide their letters dated 24^th November, 2016 and 28^th November, 2016, respectively have approved the re-classification of Promoters.

HUMAN RESOURCES & EMPLOYEE RELATIONS:

All leadership team and most other key positions are now fully staffed. The strategy is to develop talent from within organisation, with selective external hires. With a view to promote this strategy, a series of initiatives were launched to establish robust career development and leadership development processes. In line with the strategic business priorities, key development interventions to enhance customer and consumer focus were also executed. This included training the front-end sales team towards active Go To Market (GTM) pursuit.

Based on the feedback from the Employee Engagement survey, a series of interventions were undertaken to enhance engagement levels in the area of rewards and recognition, employee communication and performance management. A revamped performance-appraisal process was launched. The Crompton Employee Behaviour framework was also rolled out during the year to identify the competencies necessary to succeed.

The overall employee relations scenario remained stable and productive with key long-term settlements getting concluded.

The Baroda Plant signed a settlement with the internal workers union for a period of 5 years effective from 1^st March, 2017. This settlement has established a benchmark practice in the region cum Industry being a 5-year tenure whereas most of the other organisations are on 3 to 4 year settlement tenures. The settlement was signed within a week of the expiry of the existing settlement.

As of 31^st March, 2017 the employee strength was 1616.

DIRECTORATE & KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors is governed by the Nomination and Remuneration Policy of the Company which also contains the criteria for determining qualifications, positive attributes and independence of Directors. The detailed Nomination and Remuneration Policy is contained in the Corporate Governance section of the Annual Report.

The Company’s Board comprises eight members. The Chairman, Mr. H. M. Nerurkar is an Independent Director. Mr. Shantanu Khosla is the Managing Director. Mr. D. Sundaram and Mr. P. M. Murty are Independent Directors. Ms. Shweta Jalan, Mr. Sahil Dalal, Mr. Ravi Narain and Mr. Promeet Ghosh are Non-Executive Directors.

On 16^th August, 2016, the Board was expanded and Ms. Shweta Jalan, Mr. Sahil Dalal, Mr. Ravi Narain and Mr. Promeet Ghosh were appointed as Additional Directors. Mr. H. M. Nerurkar was appointed as the Chairman of the Board on 25^th October, 2016.

As per section 161 of the Companies Act, 2013 Ms. Shweta Jalan, Mr. Sahil Dalal, Mr. Ravi Narain and Mr. Promeet Ghosh being Additional Directors hold office upto the date of the ensuing Annual General Meeting (AGM) and are eligible to be appointed as Directors of the Company. The Company has received notices in writing from members along with the deposit of requisite amount under section 1 60 of the Act proposing their candidature. The resolutions seeking their appointment have been included in the Notice of the Annual General Meeting together with their brief details as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings.

Ms. Sonia N. Das resigned from the Board w.e.f. 16^th August, 2016. The Board places on record their appreciation of the valuable advice and guidance given by Ms. Sonia N. Das while she was a Director of the Company.

As per section 152(6) of the Companies Act, 2013 (the “Act”), two-thirds of the total number of Directors of a public company shall be persons whose period of office is liable to determination by retirement by rotation. One-third of such of the Directors for the time being liable to retire by rotation shall retire from office at every Annual General Meeting. The Directors who retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment. For the purpose of this provision, the total number of Directors shall exclude Independent Directors and Additional Directors. Therefore, Mr. Shantanu Khosla, Managing Director, being longest in office shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for reappointment.

All Independent Directors have submitted declarations that they continue to meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 read with the rules thereof.

Mr. Sandeep Batra resigned as Company Secretary and Compliance Officer on 18^th May, 2016 and continues to be the Chief Financial Officer. Ms. Pragya Kaul was appointed as Company Secretary and Compliance Officer with effect from 19^th May, 2016.

The Board of Directors met eight (08) times during the year 2016-17. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013. The Committees are Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders’ Relationship & Share Transfer Committee. The composition, terms of reference, number of meetings held and business transacted by the Committees is given in the Corporate Governance Report.

BOARD EVALUATION:

The Board of Directors of the Company has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors. This exercise was carried out through structured questionnaires prepared separately for Board, Committee and Individual Directors. Individual and peer assessment of Directors was done based on parameters such as knowledge, contribution, level of engagement, communication/ relationship with Board and Senior Management. These assessments were received by the Chairman of the Nomination and Remuneration Committee of the Company for providing individual feedback. The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board functioning such as adequacy of the composition of the Board, reporting process, risk management systems, external relationships, ethics and governance framework. Committee performance’s were evaluated on the basis of its composition, effectiveness in carrying out its mandate, relevance of its recommendations and allocation of adequate time to fulfill its mandate.

The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and Board Members at their Meetings held on 26^th May, 2017.

The performance evaluation of the Non-Independent Directors, Chairman and the Board as a whole were carried out by the Independent Directors in their Meeting held on 28^th December, 2016.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The Directors have expressed their satisfaction with the evaluation process and its result.

FAMILIARISATION PROGRAMME:

The Company has put in place an induction and familiarisation programme for all its Directors including the Independent Directors.

The familiarisation programme for Independent Directors is in accordance with the provisions of Regulation 46(2) (i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is uploaded on the website of the Company.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES:

Your Company has no subsidiaries, associates and joint ventures.

RELATED PARTY TRANSACTIONS:

All contracts or arrangements or transactions with related parties were at arms’ length basis. There were no material contracts or arrangements or transactions with related parties, therefore Form AOC-2 does not form part of this report.

Policy on Materiality of and dealing with Related Party Transaction of the Company is available on the website of the Company and can be accessed at the web link: www.crompton.co.in .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no Loans, Guarantees and Investments made by the Company under section 186 of the Companies Act, 2013.

RISK MANAGEMENT:

A Risk Management policy has been developed and implemented by the Company for identification of risk elements, which in the opinion of the Board may threaten the existence of the Company. The key elements of the Company’s risk management framework have been captured in the risk management policy which details the process for identifying, escalating, prioritizing, mitigating and monitoring key risk events and action plans. The assessment of the risks covers business risks, operational risks, physical risks, regulatory risks, fraud risks, people risk, information risk and IPR risk. There are appropriate assurance and monitoring mechanisms in place to monitor the effectiveness of the risk management framework including the mitigation plans identified by the Management for key risks identified through the risk management exercise.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a well placed, proper and adequate Internal Financial Control “IFC” system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s IFC system also comprises due compliances with Company’s policies and standard operating procedures, supplemented by internal audit checks from Grant Thornton, the internal auditors of the Company. During the year, the internal auditors have been engaged for providing assistance in reviewing and testing the IFC framework.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

- All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

- The Company follows a robust internal audit process:

- Management/Strategic/Proprietary audits are conducted on regular basis throughout the year as per agreed audit plan.

- The Audit Reports for the above audits are compiled and submitted to Audit Committee for review and necessary action.

- The Company’s Books of Accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/ effectiveness of all transactions, integrity and reliability of reporting.

- The Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

- The Company has in place a well-defined Whistle Blower Policy/ Vigil Mechanism.

- Compliance of secretarial functions is ensured by way of secretarial audit.

RESEARCH AND DEVELOPMENT:

Your Company has come out with India’s first Anti dust ceiling fan with a special coating which helps to drastically reduce the deposition of dust on the fan. Since its launch in October, 2016 this product has gained encouraging acceptance from consumers and channel partners.

Research and Development efforts in Pumps were focused on developing energy efficient pumps for a variety of applications to enhance ease and convenience of use and conserve water. Some of the products introduced in the year were:

- Pressure pump booster “IP” series with an intelligent controller “Intellipress” to offer trouble free and noiseless performance while efficiently delivering constant high pressure water.

- High pressure washing pump “CPW” series with pressure up to 110 bars for high pressure applications like cleaning of car, bike, floor, building facade etc. This pump requires significantly less water as compared to alternate pumps.

- An automatic, compact, noiseless and light weight, inline circulating pump (“CIL”) series for localized pressure boosting applications for shower, washing machine, geyser, solar water heater applications.

Research and Development efforts in Lighting were concentrated towards developing innovative products in LED consumer lighting using state of art design tools and techniques covering thermal, optical and electronics aspects. Some of the new products were:

- Colour changing LED lamps and battens which enable multiple light options as per the preference of the consumer.

- Dimmable battens

- High performance, aesthetic and energy efficient products with higher lumen in streetlight, floodlight and highbay series.

R&D efforts helped your Company in winning major orders for various prestigious projects like Delhi Metro, Bengaluru International Airport, Chennai Municipal Corporation and Tirumala Tirupati Devasathanam.

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

As required by the Companies Act, 2013, read with 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 as Annexure 2 to this Report.

ENVIRONMENT, HEALTH & SAFETY (EHS):

Your Company won the Frost and Sullivan’s Project Evaluation & Recognition Program (PERP) award for Operational Excellence Leadership category in the Manufacturing sector for its Baroda Factory. Baroda Factory also won National Energy Conservation Award - 2016 in the category of Tubular Fluorescent Lamps.

Your Company has revised its EHS policy to reaffirm its commitment to environment, safety & health of all employees and stakeholders and to minimize adverse environmental impact from its activities.

The EHS Policy, inter alia, covers and ensures safety of public, employees, plant and equipment, ensures compliance and imparts training on safety and sustainability.

Each plant has displayed and communicated the EHS Policy to all its stakeholders. To eliminate/minimise unsafe acts, awareness amongst employees is being enhanced by imparting EHS related training. Work permit system, SOP and detailed work instructions are used to reduce operational risks. A focused safety initiative “Kavach” is being deployed across the Company.

At each plant location, annual events are organised and commemorated like Road Safety Week, National Safety Day/ Week and Safety Audits/Inspections. Safety culture is being demonstrated through “Safety Crusade”, and “Waste to Wealth” programs in all manufacturing plants. Occupational health check-up of your Company’s employees, associates and health-friendly sustainable activities are promoted as per the guidelines.

At Baroda factory, the utilisation of STP-ETP treated water increased by 10% compared to 2015-16, resulting in reduction of fresh water intake by 3%. The centralised STP water system also helped to reduce 300 KWH of power usage every month. Hazardous waste generation reduced by 37% over last year at Baroda.

Rain water harvesting was done at Ahmednagar plant for effective utilization of water collected from the office terrace and factory roofs. This water, after due filtering, is used for replenishment of underground tanks with the overflow being used to recharge nearby bore wells. 4 soak pits were dug up at different locations in the factory premises to recharge the ground water levels. Approximately 20 lakh litres of rain water harvesting was done under this project.

A fire hydrant system was installed at Unit 2 Baddi as a part of emergency preparedness for fire fighting.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company’s commitment towards CSR initiatives endeavours to embrace responsibility for its corporate actions and achieve fruitful impact of its business actions not only on its stakeholders, but also the society at large.

2016-17 was the first full year of the operations of the Company post demerger. During the year the Company carried out a detailed assessment of the areas where the CSR activities should be focused so as to maximise societal good. Based on interactions with a wide cross section of stakeholders - internal and external - the Company has identified the following as the focus areas for its CSR activity(ies):-

a. Promoting education and vocational skills;

b. Projects for conservation of water.

Due to the time taken to finalise the priority areas, the Company was able to spend on CSR an amount of Rs.0.10 crores which is 0.04% of PAT. In the current year the Company endeavours to increase the spending on CSR and be in line with the norms in this area.

Your Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31^st March, 2017, in accordance with section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure 3.

GREEN INITIATIVES:

Electronic copies of the Annual Report and Notice of the 3^rd Annual General Meeting will be sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Notice and Annual Report will be sent in the permitted mode. [Members requiring physical copies can send a request to the Company]. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on all working days, excluding Saturdays.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company i.e. 31^st March, 2017 and the date of the Board Report.

COST AUDITORS:

Based on the recommendation of the Audit Committee, the Board had appointed Ashwin Solanki & Associates as Cost Auditors, for 2016-17 and 2017-18.

As required under the Act, the necessary resolution seeking member’s ratification for the remuneration payable to the Cost Auditors is included in the notice convening the 3^rd Annual General Meeting.

The Cost Audit report in respect of financial year 2016-17 will be filed within the due date.

SECRETARIAL AUDITORS:

Your Company has appointed Mehta and Mehta, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for 201617 is annexed here with as Annexure 4 to the Report.

MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS:

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.

SHARE REGISTRAR & TRANSFER AGENT:

Karvy Computershare Pvt. Ltd. (“Karvy”), a SEBI registered Registrar & Transfer Agent (“RTA”) has been appointed as the Company’s RTA for shares and NCD’s. The contact details of Karvy are mentioned in the Report on Corporate Governance.

PUBLIC DEPOSITS:

No public deposits have been accepted by your Company during the year under review.

PARTICULARS OF EMPLOYEES:

The Company had seven employees who were in receipt of remuneration of not less than Rs.1,02,00,000 if employed for the full year or not less than Rs.8,50,000 per month if employed for any part of the year.

Disclosures with respect to the remuneration of Directors, KMPs and employees as per section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 5 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to members on request.

BUSINESS RESPONSIBILITY REPORT:

A Business Responsibility Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front forms an integral part of this report.

COMPLAINTS RELATING TO SEXUAL HARASSMENT:

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

During the year under review, one complaint with allegations of sexual harassment was reported which was investigated by the committee (including an external member) as defined under the Policy and appropriate action was taken in the said case.

VIGIL MECHANISM:

Your Company has formulated a Vigil Mechanism and Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation. The Policy also lays down the procedures to be followed by Senior Management for tracking of 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. No personnel have been denied access to the Audit Committee.

Whistleblower Policy of the Company is available on the website of the Company and can be accessed at the web link: www.crompton.co.in .

AUDITORS:

The Company’s Statutory Auditors, M/s. Sharp & Tannan, who were appointed at the 2^nd Annual General Meeting of the Company, for a term of 5 (five) years hold office up to the conclusion of the Seventh Annual General Meeting, subject to the ratification by the Members at every Annual General Meeting. At the ensuing Annual General Meeting, their appointment is proposed to be ratified by the shareholders.

Your Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s. Sharp & Tannan.

During the year no frauds have been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013 either to Audit Committee of the Company or to the Central Government.

LISTING:

The equity shares of your Company were listed on BSE Ltd. and National Stock Exchange of India Ltd. on 13^th May, 2016. The Non Convertible Debentures of the Company were listed on the Debt Segment of National Stock Exchange of India Ltd on 30^th June, 2016. The Company has paid the Listing fees for both the Stock Exchanges for the F.Y. 2017-18.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure 6.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors would like to assure the Members that the Financial Statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013. Your Directors confirm that:

- the Annual Accounts have been prepared in conformity with the applicable Accounting Standards

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for 2016-17

- sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities

- the Annual Accounts have been prepared on a going concern basis

- the internal financial controls laid down in the Company were adequate and operating effectively

- the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

ACKNOWLEDGEMENTS:

Your Directors wish to convey their gratitude and appreciation to all of the Company’s employees at all its locations for their tremendous personal efforts as well as their collective dedication and contribution to the Company’s performance.

The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

On behalf of the Board of Directors

For Crompton Greaves Consumer Electricals Ltd.

H. M. Nerurkar

Chairman

DIN: 00265887

Place: Mumbai

Date: 26^th May, 2017