Directors Report of Everest Industries Ltd.

Mar 31, 2025

Your Directors present the Ninety Second (92^nd) Annual Report of Everest Industries Limited ("Company" or "Everest") together
with the Audited Financial Statements of the Company for the financial year ended March 31, 2025 ("year").

FINANCIAL RESULTS

Particulars	Financial Year ended
	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	1,707.02	1,588.76	1,722.82	1,575.45
Other Income	23.81	21.25	14.66	17.74
Total Income	1,730.83	1,610.01	1,737.48	1,593.19
Profit/(Loss) before Depreciation & Finance Costs	59.84	65.51	44.56	58.70
Less Depreciation and amortisation expenses	37 06	32 30	38 93	32.36
: Finance Costs	20 88	12 69	23 56	12.75
Profit/(Loss) before exceptional items & tax	1 90	20 52	(17 93)	13.59
Add: Exceptional Items	11.63	7.60	11.63	7.60
Profit/(Loss) before Tax	13.53	28.12	(6.30)	21.19
Tax Expense	(0.82)	4.25	(2.70)	3.19
Profit/(Loss) for the year	14.35	23.87	(3.60)	18.00
Other comprehensive income for the year, net of tax	0.45	0.36	0.24	0.34
Total comprehensive income for the year, net of tax	14.80	24.23	(3.37)	18.34
Add: Balance in Profit & Loss Account	455.23	440.45	447.77	438.83
Profit/(Loss) available for Appropriation	470.03	464.68	444.60	457.22
Appropriations:
Dividend paid	3.95	9.45	3.95	9.45
Closing Balance	466.08	455.23	440.65	447.77

PERFORMANCE REVIEW

FY 2024-25 was a challenging year for the Company due to various factors such as rising input cost, soft demand in core
markets and inflationary pressures. Despite external challenges, the top line of the Company has shown an improvement.
On a standalone basis, the Company achieved total income of Rs. 1730.83 crores for the year under review as compared to
Rs. 1610.01 crores in the previous year showing an increase of 7.5%. This was due to higher volume and revenue from ESBS
business segment. The profit after tax was Rs. 14.35 crores for the year ended March 31, 2025 showing a decline by 40% as
compared to previous year The production volumes in two segments were as under:

a. I n Building Products segment, the production for the Year was 8,59,233 MT as compared to 8,48,214 MT in the previous
year

b. In steel buildings segment, the production for the Year was 48,454 MT as compared to 31,103 MT in the previous year.

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

DIVIDEND

The Board of Directors ("Board") of the Company has
recommended a final dividend 0 25% i.e. Rs. 2.50/- per
equity share of face value of Rs. 10/- each for the financial
year ended March 31, 2025 subject to the approval of the
members of the Company at the ensuing Annual General
Meeting ("AGM") of the Company. The final dividend, if
approved by the members of the Company, shall be paid
within 30 days from the date of AGM to those members
whose names appears in the register of members/ list of
beneficial owners as on the Record Date. The said final
dividend is based on the parameters outlined in the Dividend
Distribution Policy adopted by the Company.

In view of the changes made under the Income-tax Act, 1961,
by the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the Shareholders
of the Company. The Company shall, accordingly, make
the payment of the Final Dividend after deduction of tax at
source. For further details about TDS on Final Dividend,
members are requested to refer Annexure III of the Notice
of Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

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

subscribed and paid-up share capital of the Company was
Rs. 15,81,98,800/- comprising of 1,58,19,880 equity shares
of face value of Rs. 10/- each.

During the Year under review, the issued, subscribed and
paid-up Share Capital of the Company increased from
Rs. 15,78,89,500/- to Rs. 15,81,98,800/- due to the allotment
of 30,930 equity shares of face value of Rs. 10/- each of the
Company to the employees of the Company pursuant to
exercise of stock options under the Employees Stock Option
Schemes.

During FY 2024-25, the Company has not issued any equity
shares with differential voting rights, warrants or sweat
equity shares.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual financial statements for
the financial year ended March 31, 2025, the applicable
accounting standards have been followed and there
were no material departures;

b) they had selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at
March 31, 2025 and of the profit/(loss) of the Company
for the year ended March 31, 2025;

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

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

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

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

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

• Pursuant to the recommendation of Nomination and
Remuneration Committee (NRC) at its meeting held on
May 15, 2024, the Board of Directors of the Company
at its meeting held on May 22, 2024, approved the
re-appointment of Mr Anant Talaulicar (DIN: 00031051)
as a Non-Executive Independent Director designated as
"Chairman" of the Company for a second consecutive
term of five consecutive years from November 21, 2024
to November 20, 2029. Further, the said re-appointment
was also approved by the members of the Company at
the Annual General Meeting (AGM) of the Company
held on August 12, 2024.

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

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

Cessation of Directors

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

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

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

Director Retiring by Rotation

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

Key Managerial Personnel

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

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

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

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

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

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

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

DECLARATIONS FROM INDEPENDENT DIRECTORS

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

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

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

BOARD EVALUATION

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

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

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

NUMBER OF BOARD MEETINGS & COMMITTEE MEETINGS

The Board met four (4) times during the year under review,
the details of which are given in the Corporate Governance
Report that forms part of this Annual Report. The intervening
gap between any two consecutive board meetings was within
the period prescribed under the Act and Listing Regulations.
Further, the details of meetings of various Board Committees
are provided in the Corporate Governance Report that forms
part of this Annual Report.

AUDIT COMMITTEE

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

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

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

NOMINATION AND REMUNERATION POLICY

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

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

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

HOLDING COMPANY, SUBSIDIARIES, ASSOCIATES & JOINT
VENTURES

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

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

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

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

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

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

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

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

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

CAPEX FOR ASSAM PLANT

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

The Audited Standalone and Consolidated Financial
Statements of the Company and subsidiaries and EF for
the year ended March 31, 2025 are available on the website
of the Company at https://www.everestind.com/investor-
relations/subsidiaries-financial-statements. Further, a
copy of the Audited Financial Statements of the subsidiaries
and EF shall be made available for inspection electronically
or at the registered office of the Company during business
hours on any working day upto the date of Annual General
Meeting. Any shareholder interested in obtaining a copy
of Financial Statements of the subsidiaries shall make
specific request in writing to the Company Secretary.

DEPOSITS

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

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during FY 2024¬
25 were on arm''s length basis and in the ordinary course of
business and in compliance with the applicable provisions of
the Companies Act, 2013 and the Listing Regulations. During
the year, the RPTs were with wholly owned subsidiaries of
the Company. The Company did not enter into any material
RPT under the provisions of Section 188 of the Act and
Listing Regulations. Hence, the disclosure of related party
transactions, as required under Section 134(3) (h) of the
Companies Act, 2013 in Form AOC-2 is not applicable to the
Company and does not form part of this report.

The Company has in place a process for approval of RPT and
on dealing with RPT. As per the process, necessary details
for each of the RPT as applicable along with justification
are provided to the Audit Committee as per the policy on
Materiality of RPT and on dealing with RPT. The prior approval
of the Audit Committee was obtained for all Related Party

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

CSR activities of the Company are done through Everest
Foundation (Section 8 company). Pursuant to the
recommendation of CSR Committee, the Board has approved
a CSR Policy which can be accessed on the Company''s
website www.everestind.com at the web-link https://
www.everestind.com/public/storage/codes-and-policies/
February2025/S2iOQID2m9PiR26c3JuW.pdf. The Company
has identified three focus areas for CSR which are as under:

• Education and sports

• Health and Environment

• Livelihood

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

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

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

EMPLOYEES STOCK OPTION SCHEMES

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

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

The applicable disclosures as stipulated under the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 as on March 31, 2025 with regard to the
Employees'' Stock Option Schemes (ESOS) are provided in
ANNEXURE-3 in the Board''s Report and may be accessed
on the Company''s website at the link www.everestind.com/
investor-relations/shareholders-information.

The Company has received certificate from M/s. TVA & Co.
LLP, Secretarial Auditors of the Company that the Schemes
have been implemented in compliance with the Securities &
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and as per special
resolutions passed by the members of the Company in the
Annual General Meetings. The certificate shall be available
for inspection by the members of the Company during the
92^nd Annual General Meeting.

STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants (Registration
No. 324982E/E300003), were re-appointed as the Statutory
Auditors of the Company to hold office for a second term
of five consecutive years from the conclusion of 88^th Annual
General Meeting of the Company held on August 25, 2021
till the conclusion of the 93^rd Annual General Meeting of the
Company to be held in the year 2026. Further, as required
under Regulation 33(1 )(d) of Listing Regulations, they hold
a valid Peer Review Certificate issued by the Institute of
Chartered Accountants of India.

AUDITORS'' REPORT

The Auditors'' Reports on audited standalone and
consolidated financial statements for the year ended
March 31,2025 forms an integral part of this Annual Report.
The Auditors'' Reports does not contain any qualifications,
reservations, adverse remarks or disclaimer Notes to the
Financial Statements are self explanatory and do not call
for any further comments. The Statutory Auditors of the
Company have not reported any incident of fraud under
Section 143(12) of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment for the time being
in force) during the year under review.

COST AUDITORS

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

For FY 2024-25, M/s. R. Nanabhoy & Co., Cost Accountants
were appointed as Cost Auditors of the Company to audit
the cost records of the Company. On the recommendation
of Audit Committee, the Board of Directors of the Company
at its meeting held on May 19, 2025 appointed M/s. R.
Nanabhoy & Co., Cost Accountants (FRN No. 000010) as
Cost Auditors of the Company to audit the cost records of
the Company for the financial year 2025-26 under section
148 of the Companies Act, 2013. M/s. R. Nanabhoy & Co.
have confirmed that their appointment is within the limits of
section 141 of the Companies Act, 2013 and have also certified
that they are free from any disqualifications specified under
section 141 (3) and proviso to section 148(3) read with section
141(4) of the Companies Act, 2013. The Audit Committee has
also received a Certificate from the Cost Auditors certifying
their independence and arm''s length relationship with the
Company.

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

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

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

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

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

ANNUAL SECRETARIAL COMPLIANCE REPORT

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

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

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN
SUBSIDIARIES

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

SECRETARIAL STANDARDS

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

RISK MANAGEMENT

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

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

INTERNAL FINANCIAL CONTROLS

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

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest
standards of corporate governance and adhere to the
corporate governance requirements set out by Securities
and Exchange Board of India ["SEBI"). A separate Report on
Corporate Governance for the year ended March 31, 2025
along with a certificate from M/s TVA & Co. LLP, Practicing
Company Secretaries on compliance with the conditions
of Corporate Governance as stipulated under Listing
Regulations is provided as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations,
Management Discussion and Analysis containing Information
inter-alia on industry trends, your company''s performance,
future outlook, opportunities and threats for the year ended
March 31, 2025, is provided in a separate section forming
integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

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

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

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

The Company has also provided guarantee on behalf of
Everest Buildpro Private Limited (EBPL), wholly owned
subsidiary to secure the loan upto Rs. 140 crores by EBPL
from HDFC Bank Ltd.

ANNUAL RETURN

The Annual Returns as required under Section 92 and
Section 134 of the Companies Act, 2013 read with rules made
thereunder for FY 2023-24 and FY 2024-25 are available on
the Company''s website at the link www.everestind.com/
investor-relations/annual-returns.

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

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

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Information required under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 viz. Details of top ten employees
of the Company in terms of remuneration drawn during
FY 2024-25 and particulars of employees drawing
remuneration in excess of the limits specified in Rule 5(2)
of the said rules is provided in Annexure forming part of
this Report. As per the provisions of Section 136 of the
Companies Act, 2013, the Annual Report and Accounts are
being sent to the members of the Company excluding the
said Annexure. Any member interested in obtaining a copy
of said Annexure may write to the Company Secretary at the
Registered Office of the Company. The said annexure will be
available for inspection by the members at the Registered
Office of the Company twenty-one days before and upto the
date of ensuing Annual General Meeting during the business
hours on working day.

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 for the year ended
March 31,2025 are provided in ANNEXURE- 6 to the Board''s
Report.

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

The Company always endeavors and provides conducive
work environment that is free from discrimination and
harassment including sexual harassment. The Company has
zero tolerance towards sexual harassment at workplace and
has adopted a policy for prevention of Sexual Harassment
of Women at workplace. Continuous awareness in this area
has been created through POSH training and awareness
programs. The Company has set up an Internal Committee
(IC) under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH
Act") at all locations to redress the complaints relating to
sexual harassment at workplace and the Company has
complied with the provisions relating to the constitution of
IC under the POSH Act. During the year under review, no
complaints pertaining to sexual harassment were received
and no complaint was pending as on March 31,2025.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

HUMAN RESOURCES

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

INDUSTRIAL RELATIONS

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

ENVIRONMENT, HEALTH AND SAFETY (EHS)

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

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS

During the year under review, no significant or material
orders were passed by the regulators or courts or tribunals

which impact the going concern status and Company''s
operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the financial year 2024-25 and the date
of this report.

GENERAL

Your Directors state that:

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

2. As required in terms of Secretarial Standard (SS)-4,
it is hereby confirmed that during the year 2024¬
25, there was no application made and proceeding
initiated/pending by any Financial and/or Operational
Creditor against the Company under the Insolvency and
Bankruptcy Code, 2016 and no proceeding is pending
under the said code.

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

ACKNOWLEDGEMENTS

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

Your Directors especially wish to place on record their
sincere appreciation of the efficient services rendered by the
Company''s motivated team members from all Zones, Works
and Offices.

For and on behalf of the Board

Place: Mumbai Anant Talaulicar Rajesh Joshi

Date: August 4, 2025 Chairman Managing Director

& CEO

---

Mar 31, 2019

The Directors are pleased to present the Eighty-Sixth Annual Report of Everest Industries Limited (‘Company’ or ‘Everest’) together with the Audited Financial Statements for the financial year (‘Year’) ended 31st March, 2019.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars	Financial Year ended
	Standalone		Consolidated
	31.03.2019	31.03.2018	31.03.2019	31.03.2018
Total Income	1,41,059.60	1,27,859.88	1,41,479.37	1,30,694.43
Profit before Depreciation & Finance Costs	11,307.32	9,725.15	11,105.14	9,994.54
Less : Depreciation	2,055.50	2,354.61	2,055.50	2,354.61
: Finance Costs	761.57	1,259.18	763.20	1,258.18
Profit before Tax	8,490.25	6,111.36	8,286.44	6,380.75
Tax Expense	2,069.87	1,043.05	2,100.69	1,074.67
Profit for the year	6,420.38	5,068.31	6,185.75	5,306.08
Other comprehensive income for the year, net of tax	(35.95)	129.40	(45.26)	129.40
Total comprehensive income for the year, net of tax	6,384.43	5,197.71	6,140.49	5,435.48
Add: Balance in Profit & Loss Account	26,840.21	21,828.51	27,011.04	21,740.72
Minority share	-	-	-	20.85
Profit Available for Appropriation	33,224.64	27,026.22	33,151.53	27,197.05
Appropriations:
Dividend	1,015.70	154.55	1,015.70	154.55
Tax on Dividend	208.78	31.46	208.78	31.46
Closing Balance	32,000.15	26,840.21	31,927.05	27,011.04

DIVIDEND

The Board of Directors have recommended a dividend of 75% i.e. Rs. 7.50/- per equity share of Rs. 10/- each for the financial year ended 31st March, 2019 subject to the approval of the Members. The total outgo on account of dividend including tax on dividend will be Rs. 1,413.79 lakhs as against Rs. 1,224.48 lakhs for the previous financial year.

PERFORMANCE REVIEW

The Company has achieved a Total Income of Rs. 1,411 crores. The Highlights of the Company’s standalone performance are as under:

1. Revenue during the year at Rs. 1410.60 crores was higher by 10.3% as compared with Rs. 1278.59 crores in the previous year. Top line in building products segment recorded a increase of 10.6% whereas in the steel building segment the same recorded a increase of 10.3%.

2. Production volume in the two business segments were as follows:

a. In building products segment the production at 8,61,650 MT was higher by 13.84% over 7,56,894 MT in the previous year.

b. In steel buildings segment the production at 52,338 MT was lower by 1.31% over 53,032 MT in the previous year.

3. Operating Profit (EBIDTA) at Rs. 113.07 crores was higher by 14.3% over Rs. 98.90 crores in the previous year.

4. Profit before Tax by Rs. 84.90 crores was higher by 38.9% as compared to Rs. 61.11 crores in the previous year.

5. Cash profit was Rs. 85.26 crores as compared to Rs. 70.88 crores in the previous year.

The consolidated revenue of the Company for the year ended 31st March, 2019 was Rs. 1414.79 crores higher by 8.3% from Rs. 1306.94 crores in the previous year. The consolidated operating profits at Rs. 111.05 crores as compared to Rs. 99.95 crores in the previous year. Profit after tax was at Rs. 61.86 crores as against Rs. 53.06 crores in the previous year.

TRANSFER TO RESERVES

The Company proposes to retain the entire amount of profits in the Profit and Loss account.

SHARE CAPITAL

During the year under review, the share Capital of the Company has increased from Rs. 15,62,61,600 to Rs. 15,63,63,400 on account of allotment of shares to the employees of the Company under Employees Stock Option Schemes.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act, Mr. Manish Sanghi, Managing Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Mr. M.L. Gupta was appointed as Independent Director on the Board of the Company pursuant to the provisions of section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 for a period from April 29, 2016 to September 30, 2019. The Nomination and Remuneration Committee of the Board, on the basis of the report of performance evaluation of Mr. M L Gupta, which was satisfactory, has recommended the re-appointment of Mr. M.L. Gupta as an Independent Director for a second term of five (5) years on the Board of the Company with effect from October 1, 2019 upto September 30, 2024.

The Board is of the view that the continued association of Mr. M.L. Gupta would benefit the Company, given his knowledge, experience, performance and contribution to Board processes. Mr. M.L. Gupta is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director. The Company has also received declaration from Mr. M.L. Gupta that he meets the criteria of Independence prescribed under Section 149 of the Act read with the Rules and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Company has received necessary candidature notice under Section 160 of Act with respect to Mr. M.L. Gupta. In the opinion of the Board, Mr. M.L. Gupta fulfills the conditions specified in the Act, the rules made thereunder and the Listing Regulations for re-appointment as Independent Director and that he is independent of the management of the Company. The resolution pertaining to re-appointment of Mr. M.L. Gupta as Independent Director is set out in Item no. 5 of the Notice of the 86th Annual General Meeting.

During the Year, members of the Company in the 85th Annual General Meeting have fixed the remuneration to be paid to Mr. Y Srinivasa Rao, Executive Director of the Company for the remaining period of his current term as Executive Director of the Company by passing a Special Resolution. During the Year, Mr. Nikhil Dujari had resigned from the position of Chief Financial Officer (CFO) of the Company w.e.f August 1, 2018 and re-joined the Company as CFO on September 3, 2018.

The Board of Directors (‘Board’) has, on the recommendation of Nomination & Remuneration Committee (‘NRC’) and in accordance with provisions of the Act and Listing Regulations, appointed Mr. Rajendra Chitale and Mr. Alok Nanda as Additional Independent Directors, for a tenure of 5 years on January 23, 2019, subject to the approval of members at the forthcoming 86th Annual General Meeting (‘AGM’) of the Company. They shall hold office as Additional Directors upto the date of the AGM and are eligible for appointment as Directors. The resolutions pertaining to appointment of Mr. Rajendra Chitale and Mr. Alok Nanda as Directors & Independent Directors are set out in Item no. 6 and 7 of the Notice of the AGM respectively.

During the Year, Falak Investment Private Limited (‘Falak’), promoter of the Company holding 73,83,470 equity shares aggregating to 47.22% of the Company’s paid up equity share capital, had sent to the Company a Special Notice and Requisition dated January 14, 2019 for convening an Extraordinary General Meeting for passing Ordinary Resolution for removal of Mr. A V Somani as Director of the Company. The Company had also received a notice dated January 14, 2019 from Falak under Section 160 of the Companies Act, 2013, stating its intention to propose the candidature of Mr. Narotam Sekhsaria and Ms. Padmini Somani for the office of Non-Executive Directors of the Company, along with the deposit as prescribed under the Act. Based on the requisition of Falak, the members of the Company at the Extraordinary General Meeting of the Company held on February 26, 2019 voted for removal of Mr. A V Somani as a Director of the Company and appointed Mr. Narotam Sekhsaria and Ms. Padmini Somani as Non-executive Directors of the Company. Mr. A V Somani ceased to be a Director of the Company with effect from February 26, 2019.

Mr. Amitabh Das Mundhra completed his term of five years as an Independent Director of the Company on March 31, 2019 and consequently, ceased to be Director of the Company w.e.f April 1, 2019.

Mr. B L Taparia and Mrs. Bhavna Doshi have been re-appointed as Independent Directors of the Company for the second term of the five (5) years by the members of the Company by way of Special Resolution passed on March 30, 2019 through Postal Ballot on the recommendation of the Nomination & Remuneration Committee and the Board of the Company. The Board was of the view that the continued association of Mr. B L Taparia and Mrs. Bhavna Doshi would benefit the Company, given their knowledge, experience, performance and contribution to Board processes.

Mr. Manish Sanghi was re-appointed by the members of the Company as Managing Director of the Company for a period of five (5) years w.e.f. October 1, 2016 to September 30, 2021 at the 83rd Annual General Meeting of the Company. Subsequently, in order to comply with the conditions specified in the amended schedule V of the Companies Act, 2013 for availing the enhanced limits of remuneration for managerial personnel as per the schedule V, the Board in its meeting held on January 25, 2017 approved the change in the period of remuneration to be paid to Mr. Sanghi from five (5) years to three (3) years w.e.f. October 1, 2016. Such change in period of payment of remuneration was also approved by the members of the Company on March 8, 2017 by way of Special Resolution through Postal Ballot. Consequently, it was also decided that the Company would seek fresh approval from the members of the Company for payment of remuneration to Mr. Sanghi on the expiry of said 3 years for the remaining period of his tenure as per the Special Resolution passed at 83rd Annual General Meeting. Mr. Sanghi’s period of three (3) years for which remuneration was approved by the members will be completed on September 30, 2019 and the Board in its meeting held on May 1, 2019 on the recommendation of Nomination & Remuneration Committee fixed the remuneration of Mr. Sanghi for the period from April 1, 2019 to September 30, 2021 as Managing Director of the Company subject to approval of members of the Company in the AGM. The resolution pertaining to fixation of remuneration of Mr. Sanghi is set out in Item no. 4 of the Notice of the AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. The exercise was carried out through a structured evaluation process covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, leadership attribute of directors through vision and values, strategic thinking and decision making, adequacy of business strategy, etc.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

The Company has one subsidiary in India viz. Everest Building Solutions Limited. This Company is engaged mainly in rendering of erection and other related services to its customers. The subsidiary had a turnover of Rs. 267.62 Lakhs and incurred a Loss of Rs. 189.66 lakhs during the financial year 2018-19. The Board of the Company has approved the scheme of merger with Everest Building Solutions Limited in the Board meeting held on May 1, 2019 which is subject to necessary statutory and regulatory approvals including the approval of the National Company Law Tribunal.

The Company also has a subsidiary in Mauritius viz. Everest Building Products. This Company operates as a holding company for its subsidiaries in the UAE. During the Year, the subsidiary earned an interest income of Rs. 0.03 lakhs and a net loss of Rs. 189.10 lakhs mainly arising on account of impairment of investment.

The Mauritius subsidiary has a subsidiary, Everestind FZE incorporated in UAE. Everestind FZE is a legal entity involved in the trading of Company’s products in the middle east and foreign markets. During the Year, entity earned a turnover of Rs. 2132.94 lakhs and a net loss of Rs. 2.76 lakhs out of trading of Company’s products.

In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC-1, which forms part of the Board’s Report as ANNEXURE-1. During the financial year 2018- 19, no Company has become or ceased to be a subsidiary or Joint Venture or Associate of the Company.

DEPOSITS

Your Company has not accepted any deposits from the public during the Year and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (‘SEBI’). A separate Report on Corporate Governance along with a certificate from M/s TVA & Co., LLP, Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is provided as part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the Year, the Company has not entered into any contract/ arrangement with a related party as specified under section 188 of the Companies Act, 2013. Therefore, disclosure in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions is available on the Company’s website at the link http://www.everestind.com/uploads/Files/161invuf_ Related-Party.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Act, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at the link http://www.everestind. com/uploads/Files/194invuf_CSR-Policy_Final.pdf. The Company has identified five focus areas of engagement which are as under:

- Capacity building, skill development, training and employment generation.

- Promotion of education, art, culture and sports.

- Preventive health care and Sanitation

- Environmental Sustainability

- Eradicating Hunger & Poverty

The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act. During the Year, the Company has spent Rs. 84.71 lakhs on CSR activities. The financial data pertaining to the Company’s CSR activities for the financial year 2018-19 is attached in the prescribed format in ANNEXURE-2 to the Board’s Report. The Company is undertaking the CSR activities through its trust ‘Everest Foundation’.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the Year under review, as stipulated under regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Annual Report.

EMPLOYEES’ STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of the Company, inter alia, administers and monitors the Employees’ Stock Option Schemes of the Company in accordance with the applicable SEBI Regulations.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2019 with regard to the Employees’ Stock Option Schemes (ESOS) are provided in ANNEXURE - 3 in the Board’s Report.

The Company has received certificates from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the applicable SEBI Regulations and as per the special resolutions passed by the members in the Annual General Meetings. The certificates shall be placed at the 86th Annual General Meeting for inspection by the members.

STATUTORY AUDITORS

M/s S.R. Batliboi & Co. LLP, Chartered Accountants has been appointed as Statutory Auditors of the Company in the 83rd Annual General Meeting for a period of 5 years subject to ratification by the members at every annual general meeting. Pursuant to the amendment to section 139 of the Act effective from 7th May, 2018, ratification by members every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of forthcoming 86th Annual General Meeting does not include the proposal for seeking members approval for ratification of Statutory Auditors’ appointment.

AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks made by M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, in their report for the financial year ended March 31, 2019. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors under section 143(12) of the Act during the Year under review.

COST AUDITORS

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

The Board of Directors on the recommendation of Audit Committee has appointed M/s Chandra Wadhwa & Co., Cost Accountants as Cost Auditor to audit the cost records of the Company for the financial year 2019-20. As required under the Act, a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 86th Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL STANDARDS

The Board has appointed M/s TVA & Co. LLP, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2018-19 as required under Section 204 of the Act and the rules made thereunder. The Secretarial Audit Report for the financial year 2018-19 is attached as ANNEXURE - 4 to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the Year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DISCLOSURES AUDIT COMMITTEE

The Audit Committee of the Board as on March 31, 2019 comprises of Mr. B L Taparia (Chairman), Mr. M L Gupta (Member), and Mrs. Bhavna Doshi (Member). Mr. Rajendra Chitale has been appointed as Member of the Audit Committee w.e.f. April 10, 2019. For details, please refer to Corporate Governance Report attached to this report. The Board has accepted all the recommendation made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board, as on March 31, 2019, comprises of Mr. M L Gupta (Chairman), Mr. Amitabh Das Mundhra (Member) and Mr. B L Taparia (Member), Mrs. Bhavna Doshi (Member). Ms. Padmini Somani has been appointed as Member of the Nomination & Remuneration Committee w.e.f. April 10, 2019. Mr. Amitabh Das Mundhra ceased to be Member of Nomination and Remuneration Committee w.e.f April 1, 2019 on expiry of his term as Independent Director of the Company. For details, please refer to Corporate Governance Report attached to this Annual Report.

The Nomination and Remuneration Committee has framed the Nomination, Remuneration and Board Diversity Policy. A copy of Nomination, Remuneration and Board Diversity Policy is attached as ANNEXURE - 5 to the Board’s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid out the Company’s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the Committee.

The CSR Committee of the Board, as on March 31, 2019, comprises of Ms. Padmini Somani (Chairperson), Mr. M L Gupta (Member), Mr. Alok Nanda (Member), Mr. Manish Sanghi (Member) and Mr. Y Srinivasa Rao (Member). For details, please refer to Corporate Governance Report attached to this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee reviews and ensures redressal of investor grievances. For details, please refer to Corporate Governance Report attached to this report.

The Stakeholders Relationship Committee of the Board, as on March 31, 2019, comprises of Mr. M L Gupta (Chairman), Mr. Manish Sanghi (Member) and Mr. Y Srinivasa Rao (Member).

VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Act read with rules made thereunder and the Listing Regulations, the Company has in place a mechanism for Directors, employees, vendors and customers to report concerns about unethical behaviour, actual or suspected fraud, violation of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against victimization of Whistle Blower who avail the mechanism and also provides for direct access to the Whistle Blower to the Chairman of the Audit Committee. Pursuant thereto, a dedicated helpline “Ethics Helpline” has been set-up which is managed by an independent professional organization.

The Vigil Mechanism Policy may be accessed on the Company’s website at the link http://www.everestind.com/uploads/Files/163invuf_ VigilMechanisimPolicy.pdf

RISK MANAGEMENT

The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed in the Audit Committee Meetings.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the Year, such controls were tested and no reportable material weakness in the design or operation were observed.

NUMBER OF MEETINGS OF THE BOARD

The Board met seven (7) times during the financial year 2018-19, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Act and Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Note No. 2.04 to the Standalone Financial Statement. The Company has neither given any loans nor provided any security or fresh guarantee under Section 186 of the Act during the financial year 2018-19.

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

The required particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required are attached as ANNEXURE - 6 to the Board’s Report.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and rules framed thereunder, the Extract of the Annual Return for financial year 2018 - 19 is given in ANNEXURE - 7 in the prescribed Form No. MGT-9, which is a part of this report. The complete Annual Return is available on the Company’s website http://www.everestind.com/disclosures-under-statutory-enactments

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn set out in the said rules are provided in ANNEXURE - 8 to the Board’s Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE - 9 to the Board’s Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items 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. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

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 significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

5. No material changes and commitments affecting the financial position of the Company have occurred from the end of the last financial year till the date of this report.

6. No change in the nature of the business of the Company happened during the financial year under review.

Your Directors further state that during the year under review, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Everest’s people-centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspiration during the Year.

INDUSTRIAL RELATIONS

During the year, the industrial relations at all the works of the Company were cordial.

ACKNOWLEDGEMENT

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

Your Directors especially wish to place on record their sincere appreciation of the efficient services rendered by the Company’s motivated team members from all Zones, Works and Offices.

For and on behalf of the Board

Manish Sanghi M L Gupta

Managing Director Director

Mumbai, 1st May 2019

---

Mar 31, 2018

The Directors are pleased to present the Eighty-Fifth Annual Report together with the Audited Financial Statements for the financial year (''year'') ended 31st March, 2018.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars		Financial Year ended
	Standalone		Consolidated
	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Net Revenue from operations & Other Income	127,859.88	123,716.67	130,694.43	124,977.12
Profit before Depreciation & Finance Costs	9,725.15	5160.48	9,994.54	5,074.49
Less : Depreciation	2,354.61	2545.80	2,354.61	2,545.80
: Finance Costs	1,259.18	2082.80	1,259.18	2,082.80
Profit before Tax	6,111.36	531.88	6,380.75	445.89
Tax Expense	1,043.05	132.89	1,074.67	144.00
Profit for the year	5,068.31	398.99	5,306.08	301.89
Other comprehensive income for the year (net of tax)	129.40	(17.75)	129.4	(17.75)
Total comprehensive income for the year (net of tax)	5,197.71	381.24	5,435.48	284.14
Add: Balance in Profit & Loss Account Add: Minority share	21,828.51	22373.35	21,740.71 20.86	22,311.46 71.19
Profit Available for Appropriation Appropriations:	27,026.22	22754.59	27,197.05	22,666.79
Dividend	154.55	769.44	154.55	769.44
Tax on Dividend	31.46	156.64	31.46	156.64
Closing Balance	26,840.21	21,828.51	27,011.04	21,740.71

DIVIDEND

The Board of Directors have recommended a dividend of 65% i.e. Rs. 6.50/- per equity share of Rs. 10/- each for the Financial Year ended 31st March, 2018 subject to the approval of the members. The total outgo on account of dividend including tax on dividend will be Rs. 1,222.45 lakhs as against Rs. 186.01 lakhs for the previous financial year.

PERFORMANCE REVIEW

The Company has achieved a turnover of Rs. 1,244 crores. The Highlights of the Company''s standalone performance are as under:

1. Revenue from operations (net of excise duty) during the year at Rs. 1,24,485.16 Lakhs was higher by 8.49% as compared with Rs. 1,14,745.07 Lakhs in the previous year. Top line in building products segment recorded a increase of 10.71% whereas in the steel building segment the same recorded a increase of 5.30%.

2. Production volume in the two business segments were as follows:

a. In building products segment the production at 7,56,894 MT was higher by 14.27% over 6,62,463 MT in the previous year.

b. In steel buildings segment the production at 53032 MT was higher by 12.45% over 47161 MT in the previous year.

3. Operating Profit (EBIDTA) at Rs. 9,153.99 Lakhs was higher by 115.41% over Rs. 4,249.56 Lakhs in the previous year.

4. Profit before Tax at Rs. 6111.36 Lakhs was higher by 1049% as against Rs. 531.88 Lakhs in the previous year.

5. Cash profit was Rs. 7,087.99 Lakhs as compared to Rs. 2,976.74 Lakhs in the previous year.

The consolidated revenue from operations (net of excise duty) of the Company for the year ended 31st March, 2018 was Rs. 1,27,051.66 Lakhs higher by 9.52% from Rs. 1,16,003.46 Lakhs in the previous year. The consolidated operating profits before other income and depreciation at Rs. 7,731.15 Lakhs as compared to Rs. 2,078.71 Lakhs in the previous year. Profit after tax was at Rs. 5,308.08 Lakhs as against Rs. 301.89 Lakhs in the previous year.

TRANSFER TO RESERVES

The Company proposes to retain the entire amount of profit in the

Profit and Loss account.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the annual accounts on a ''going concern'' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act, Mr. Y. Srinivasa Rao, Executive Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Mr. Y Srinivasa Rao has been re-appointed by the Members of the Company as Whole Time Director designated as Executive Director of the Company for a period of five (5) years w.e.f. April 23, 2015 to April 22, 2020 at the 82nd Annual General Meeting of the Company held on August 26, 2015. Subsequently, in order to comply with the conditions specified in the amended schedule V of the Companies Act, 2013 for availing the enhanced limits of remuneration for managerial personnel as per the schedule V, the Board in its meeting held on January 25, 2017 approved the change in the period of remuneration to be paid to Mr. Rao from five (5) years to three (3) years w.e.f. April 23, 2015. Such change in period of payment of remuneration was also approved by the Members of the Company on March 8, 2017 by way of Special Resolution through Postal Ballot. Consequently, it was also decided that the Company would seek fresh approval from the members of the Company for payment of remuneration to Mr. Rao on the expiry of said 3 years for the remaining period of his tenure as per the Special Resolution passed at 82nd Annual General Meeting. Mr. Rao''s period of three (3) years for which remuneration was approved by the shareholders has been completed and the Board in its meeting held on May 1, 2018 on the recommendation of Nomination & Remuneration Committee fixed the remuneration of Mr. Rao for the remaining period of his tenure as Whole Time Director designated as Executive Director which is subject to approval of Members of the Company. The resolution pertaining to fixation of remuneration of Mr. Rao is set out in Item no. 5 of the Notice of the forthcoming Annual General Meeting.

A brief resume, nature of expertise, details of other directorships and other information of Mr. Y. Srinivasa Rao, Executive Director as stipulated in Secretarial Standard 2 issued by Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, leadership attribute of directors through vision and values, strategic thinking and decision making, adequacy of business strategy etc.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

The Company has one subsidiary in India viz. Everest Building Solutions Limited. This Company is engaged mainly in rendering of erection and other related services to its customers. The subsidiary had a turnover of Rs. 2424 Lakhs and earned a profit of Rs. 73 lakhs during the financial year 2017-18.

The Company also has a Subsidiary in Mauritius viz. Everest Building Products. This Company operates as a holding company for its subsidiaries in the UAE. During the year, the subsidiary had a net loss of Rs. 999 lakhs mainly arising on account of certain write offs.

The Mauritius subsidiary had two subsidiaries viz. Everestind FZE and Everest Building Products LLC, both incorporated in UAE out of which Everest Building Products LLC ceased to be subsidiary w.e.f 27th November, 2017 as the same has been de-registered under the laws of UAE in line with decision of the Company in this regard. Consequently, Everest Building Products LLC ceased to be subsidiary of the Company from the date of its de-registration. Everestind FZE is a legal entity involved in the trading of Company''s products in the middle east and foreign markets. This entity had a turnover of Rs. 1688 lakhs and a net loss of Rs. 146 lakhs mainly on account of certain write offs.

In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC-1, which forms part of the Board''s Report as ANNEXURE-1. During the financial year 2017- 18, no Company has become or ceased to be a Joint Venture or Associate of the Company.

DEPOSITS

Your Company has not accepted any deposits from the public during the year and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (''SEBI''). A separate Report on Corporate Governance along with Certificate from M/s. TVA & Co., LLP, Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided as part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has not entered into any contract/ arrangement with a related party as specified under section 188 of the Companies Act, 2013. Therefore, disclosure in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions is available on the Company''s website at the link: http://www.everestind.com/uploads/ Files/161 invuf_Related-Party.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: http://www.everestind. com/uploads/Files/194invuf_CSR-Policy_Final.pdf. The Company has identified five focus areas of engagement which are as under:

- Capacity building, skill development, training and employment generation

- Promotion of education, art, culture and sports

- Preventive health care and Sanitation

- Environmental Sustainability

- Eradicating Hunger & Poverty

The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act. During the year, the Company has spent Rs. 71.34 lakhs on CSR activities. The financial data pertaining to the Company''s CSR activities for the Financial Year 2017-18 is attached in the prescribed format in ANNEXURE - 2 to the Board''s Report. The Company is undertaking the CSR activities through its trust ''Everest Foundation''.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

EMPLOYEES’ STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the applicable SEBI Regulations.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2018 with regard to the Employees'' Stock Option Schemes (ESOS) are provided in ANNEXURE - 3 to the Board''s Report.

The Company has received certificates from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and as per the special resolutions passed by the members in the Annual General Meeting. The certificates shall be placed at the Annual General Meeting for inspection by the members.

STATUTORY AUDITORS

M/s S.R. Batliboi & Co. LLP, Chartered Accountants has been appointed as Statutory Auditors of the Company in the 83rd Annual General Meeting for a period of 5 years subject to ratification by the Members at every annual general meeting.

In terms of provisions of Section 139 of the Companies Act, 2013, it is proposed to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of 88th Annual General Meeting of the Company. Members are requested to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company as set out in the Notice convening the forthcoming Annual General Meeting.

AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks made by M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, in their report for the financial year ended March 31, 2018. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors under section 143(12) of the Companies Act, 2013 during the year under review.

COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records.

The Board of Directors on the recommendation of Audit Committee has appointed M/s. Chandra Wadhwa & Co., Cost Accountants as Cost Auditor to audit the cost records of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed M/s TVA & Co. LLP, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2017-18 as required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report for the financial year 2017-18 is attached as ANNEXURE - 4 to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr. B.L. Taparia (Chairman), Mr. M.L. Gupta (Member), and Mrs. Bhavna G Doshi (Member). For details, please refer to Corporate Governance Report attached to this report. The Board has accepted all the recommendation made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of Mr. M.L. Gupta (Chairman), Mr. Amitabh Das Mundhra (Member) and Mr. B.L. Taparia (Member). For details, please refer to Corporate Governance Report attached to this Annual Report.

The Nomination and Remuneration Committee has framed the Nomination, Remuneration and Board Diversity Policy. A copy of Nomination, Remuneration and Board Diversity Policy is attached as ANNEXURE - 5 to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the Committee.

The CSR Committee of the Board comprises of Mr. A.V. Somani (Chairman), Mr. M.L. Gupta (Member), Mr. Manish Sanghi (Member) and Mr. Y. Srinivasa Rao (Member). For details, please refer to Corporate Governance Report attached to this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee reviews and ensures redressal of investor grievances. For details, please refer to Corporate Governance Report attached to this report.

The Stakeholders Relationship Committee of the Board comprises of Mr. M.L. Gupta (Chairman), Mr. A.V. Somani (Member) and Mr. Manish Sanghi (Member).

VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act, 2013 and rules made thereunder and the Listing Regulations, the Company has in place a mechanism for Directors, employees, vendors and customers to report concerns about unethical behaviour, actual or suspected fraud, violation of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against victimization of Whistle Blower who avail the mechanism and also provides for direct access to the Whistle Blower to the Chairman of the Audit Committee. Pursuant thereto, a dedicated helpline "Ethics Helpline" has been set-up which is managed by an independent professional organization.

The Vigil Mechanism Policy may be accessed on the Company''s website at the link: http://www.everestind.com/uploads/Files/163invuf_ VigilMechanisimPolicy.pdf.

RISK MANAGEMENT

The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed in the Audit Committee Meetings.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year 2017-18, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Note No. 2.04 to the Standalone Financial Statement. The Company has neither given any loans nor provided any security or fresh guarantee under Section 186 of the Act during the Financial Year 2017-18.

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

The required particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required are attached as ANNEXURE - 6 to the Board''s Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, Extract of Annual Return in the prescribed format is attached as ANNEXURE - 7 to the Board''s Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn set out in the said rules are provided in ANNEXURE - 8 to the Board''s Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the ANNEXURE - 9 to the Board''s Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items 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. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

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 significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

5. No material changes and commitments affecting the financial position of the Company have occurred from the end of the last financial year till the date of this report.

6. No change in the nature of the business of the Company happened during the financial year under review.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Everest''s people-centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspiration during the year.

INDUSTRIAL RELATIONS

During the year, the industrial relations at all the works of the Company were cordial.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of the SS - 1 (Secretarial Standard on meeting of the Board of Directors) & SS - 2 (Secretarial Standard on General Meeting) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 of the Act.

ACKNOWLEDGEMENT

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

Your Directors especially wish to place on record their sincere appreciation of the efficient services rendered by the Company''s motivated team members from all Zones, Works and Offices.

For and on behalf of the Board

Manish Sanghi Y Srinivasa Rao

Managing Director Executive Director

Mumbai, 1st May 2018

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Mar 31, 2017

The Directors are pleased to present the Eighty-Fourth Annual Report together with the Audited Financial Statements for the financial year (''year'') ended 31^st March, 2017.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars	Financial Year ended
	Standalone		Consolidated
	31.03.2017	31.03.2016	31.03.2017	31.03.2016
Net Revenue from operations & Other Income	115,537.64	131,335.63	116,796.04	131,337.34
Profit before Depreciation & Finance Costs	4,622.83	9,981.74	4,536.74	9,995.67
Less: Depreciation	2,488.36	2,562.70	2,513.60	2,562.70
- Finance Costs	1,889.53	2,284.47	1,889.53	2,284.49
Profit before Tax	244.84	5,134.56	134.00	5,048.48
Tax Expense	(1.20)	1,603.92	9.91	1,604.35
Profit for the year	246.04	3,530.64	123.70	3,444.13
Add: Balance in Profit & Loss Account	22,694.79	20,455.69	22,597.75	20,445.16
Add: Minority Interest	-	-	71.19	-
Profit Available for Appropriation	22,940.83	23,986.33	22,792.64	23,889.29
Appropriations:
General Reserve	-	360.00	-	360.00
Dividend	-	771.67	-	771.67
Tax on Dividend	-	159.87	-	159.87
Closing Balance	22,940.83	22,694.79	22,792.64	22,597.75

DIVIDEND

The Board of Directors have recommended a dividend of 10% i.e. Rs. 1/- per equity share of Rs. 10/- each for the Financial Year ended 31^st March, 2017 subject to the approval of the members. The total outgo on account of dividend including tax on dividend will be Rs. 185.63 lakhs as against Rs. 931.54 lakhs for the previous financial year.

PERFORMANCE REVIEW

The Indian economy has performed creditably compared to most developed and emerging markets of the world in the past year. The macroeconomic condition is stable and consumer price inflation is well under control. Even as the economy has made progress, the impact of demonetisation was felt during the months of November ''2016 to February ''2017 on demand. Under these constraints, the Company achieved a turnover of Rs. 1155 crores. The Highlights of the Company''s standalone performance are as under:

1. Revenue from operations during the year at Rs. 1,15,537.64 lakhs was lower by 12.03% as compared with Rs. 1,31,335.63 lakhs in the previous year. Top line in building products segment recorded a decrease of 11.32% whereas the steel building segment recorded a decrease of 13.25%.

2. Production volume in the two business segments were as follows:

a. In building products segment the production at 6,62,463 MT was lower by 6.62% as compared to 7,09,433 MT in the previous year.

b. In steel buildings segment the production at 47,161 MT was lower by 0.39% as compared to 47,347 MT in the previous year.

3. Operating Profit (EBIDTA) at Rs. 3,716.77 lakhs was lower by 57.24% as compared to Rs. 8,691.35 lakhs in the previous year.

4. Profit before Tax decreased by 95.23% to Rs.244.84 lakhs as compared to Rs. 5,134.56 lakhs in the previous year.

5. Cash profit was Rs.2,632.26 lakhs as compared to Rs. 6,368.56 lakhs in the previous year.

6. The consolidated revenue from operations of the Company for the year ended 31^st March, 2017 was Rs. 1,16,796.04 lakhs lower by 11.07% as compared to Rs. 1,31,337.34 lakhs in the previous year.

The consolidated operating profits before other income and depreciation was Rs.1,739.18 lakhs as compared to Rs.6,318.32 lakhs in the previous year. Profit after tax was Rs.123.70 lakhs as against Rs. 3,444.13 lakhs in the previous year.

TRANSFER TO RESERVES

The Company proposes to retain the entire amount of profit in the Profit and Loss account.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the annual accounts on a ''going concern'' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act, Mr Aditya Vikram Somani, Chairman, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

A brief resume, nature of expertise, details of other directorships and other information of Mr Aditya Vikram Somani, Chairman as stipulated in Secretarial Standard 2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the notice of the ensuing Annual General Meeting.

During the year under review, the Board, on the recommendation of Nomination and Remuneration Committee, in its meeting held on 29^th April, 2016 approved the appointment of Mr M L Gupta as Independent Director of the Company w.e.f. 29^th April, 2016 to 30^th September, 2019 which was duly approved by the members at the 83^rd Annual General Meeting of the Company. Mr Madan Lal Narula resigned from the directorship of the Company w.e.f. 30^th January, 2017 as his tenure as Independent Director as per the Company''s policy ended on 29^th January, 2017. The Board places on record its appreciation for the invaluable contribution and guidance provided by Mr Madan Lal Narula during his tenure as director of the Company.

The Board in its meeting held on 25^th January, 2017 approved the change in the period for which remuneration to be paid to Mr Y Srinivasa Rao, Whole time Director designated as Executive Director, Mr Aditya Vikram Somani, Whole time Director designated as Chairman and Mr Manish Sanghi, Managing Director of the Company from 5 (five) years to 3 (three) years with effect from 23^rd April, 2015, 21^st June, 2016 and 1^st October, 2016 respectively to comply with the provisions of schedule V of the Companies Act, 2013 which was approved by the members of the Company on 8^th March, 2017 by way of special resolution through Postal Ballot.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, leadership attribute of directors through vision and values, strategic thinking and decision making, adequacy of business strategy etc.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

SUBSIDIARIES

The Company has one subsidiary in India viz. Everest Building Solutions Limited. This Company is engaged mainly in rendering of erection and other related services to its customers. The subsidiary had a turnover of Rs. 1173.49 Lakhs and earned a Profit of Rs. 24.92 lakhs before tax during the financial year 2016-17.

The Company also has a Subsidiary in Mauritius viz. Everest Building Products. This Company operates as a holding company for its subsidiaries in the UAE. During the year, the subsidiary earned an interest income of Rs. 35.37 lakhs and a net profit of Rs. 20.64 lakhs mainly arising on account of interest on loans given.

The Mauritius subsidiary has two subsidiaries viz. Everest ind FZE and Everest Building Products LLC, both incorporated in UAE. Everest ind FZE is a legal entity involved in the trading of Company''s products in the middle east and foreign markets. This entity earned a turnover of Rs. 1149.33 lakhs and a net profit of Rs. 79.86 lakhs out of trading of Company''s products and Interest on Loans during the year under review.

Everest Building Products LLC is currently setting up a project to manufacture fibre cement boards in the Middle East. The current market conditions prompted the management to put the project on hold and accordingly, the expenditure on the preoperative stage to the extent of the deferral of the project has been charged to the profit and loss account. The entity has in the meantime invested surplus funds in deposits to earn an income of Rs. 0.49 lakhs and according the net loss for the financial year under review was Rs. 198.73 lakhs.

In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC-1, which forms part of the Board''s Report as ANNEXURE-1. During the financial year 2016-17, no Company has become or ceased to be a Joint Venture or Associate of the Company.

DEPOSITS

Your Company has not accepted any deposits from the public during the year and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (''SEBI''). A separate Report on Corporate Governance along with Certificate from M/s TVA & Co., LLP, Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided as part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has not entered into any contract/ arrangement with a related party as specified under section 188 of the Companies Act, 2013. Therefore, disclosure in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions is available on the Company''s website at the link: http://www.everestind.com/about-us/share-holderinformation.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report.

The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: http://www.everestind.com/corporate-social-responsibility. The Company has identified five focus areas of engagement which are as under:

- Capacity building, skill development, training and employment generation.

- Promotion of education, art, culture and sports.

- Preventive health care and Sanitation

- Environmental Sustainability

- Eradicating Hunger & Poverty

The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act. During the year, the Company has spent Rs. 79.80 lakhs on CSR activities. The financial data pertaining to the Company''s CSR activities for the Financial Year 2016-17 is attached in the prescribed format in ANNEXURE - 2 to the Board''s Report. The Company is undertaking the CSR activities through its trust ''Everest Foundation''.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

EMPLOYEES'' STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the applicable SEBI Regulations.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2017 with regard to the Employees'' Stock Option Schemes (ESOS) are provided in ANNEXURE - 3 to the Board''s Report.

The Company has received certificates from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and as per the special resolutions passed by the members in the Annual General Meeting. The certificates shall be placed at the Annual General Meeting for inspection by the members.

STATUTORY AUDITORS

During the year, the Board in its meeting held on 29^th April, 2016, based on the recommendation of Audit Committee, recommended the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company in the 83^rd Annual General Meeting and the members appointed M/s S.R. Batliboi & Co. LLP, Chartered Accountants as Statutory Auditors of the Company in the 83^rd Annual General Meeting for a period of 5 years subject to ratification by the shareholders at every Annual General Meeting.

In terms of provisions of Section 139 of the Companies Act, 2013, it is proposed to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of 88^th Annual General Meeting of the Company. Members are requested to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company as set out in the Notice convening the forthcoming Annual General Meeting.

AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks made by M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, in their report for the financial year ended 31^st March, 2017. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors under section 143(12) of the Companies Act, 2013 during the year under review.

COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records.

The Board of Directors on the recommendation of Audit Committee has appointed M/s Chandra Wadhwa & Co., Cost Accountants as Cost Auditor to audit the cost records of the Company for the financial year 2017-18. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed M/s TVA & Co. LLP, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2016-17 as required under Section 204 of the Act and Rules made there under. The Secretarial Audit Report for the financial year 2016-17 is attached as ANNEXURE - 4 to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr B L Taparia (Chairman), Mr M L Gupta (Member) and Mrs Bhavna G Doshi (Member). For details, please refer to Corporate Governance Report attached to this report. The Board has accepted all the recommendation made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of Mr M L Gupta (Chairman), Mr Amitabh Das Mundhra (Member) and Mr B L Taparia (Member). For details, please refer to Corporate Governance Report attached to this Annual Report.

The Nomination and Remuneration Committee has framed the Nomination, Remuneration and Board Diversity Policy. A copy of Nomination, Remuneration and Board Diversity Policy is attached as ANNEXURE - 5 to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the Committee.

The CSR Committee of the Board comprises of Mr A V Somani (Chairman), Mr M L Gupta (Member), Mr Manish Sanghi (Member) and Mr Y Srinivasa Rao (Member). For details, please refer to Corporate Governance Report attached to this report. The CSR Policy is available on Company''s website at the link: http://www. everestind.com/corporate-social-responsibility.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee reviews and ensures redressal of investor grievances. For details, please refer to Corporate Governance Report attached to this report.

The Stakeholders Relationship Committee of the Board comprises of Mr M L Gupta (Chairman), Mr A V Somani (Member) and Mr Manish Sanghi (Member).

VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act, 2013 and rules made there under and the Listing Regulations, the Company has in place a mechanism for Directors, employees, vendors and customers to report concerns about unethical behaviour, actual or suspected fraud, violation of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against victimization of Whistle Blower who avail the mechanism and also provides for direct access to the Whistle Blower to the Chairman of the Audit Committee. Pursuant thereto, a dedicated helpline "Ethics Helpline” has been set-up which is managed by an independent professional organization.

The Vigil Mechanism Policy may be accessed on the Company''s website at the link: http://www.everestind.com/about-us/share-holder-information.

RISK MANAGEMENT

The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed in the Audit Committee Meetings.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the financial year 2016-17, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Note No. 2.09 to the Standalone Financial Statement. During the financial year 2016-17, the Company has given a guarantee to Yes Bank Limited of Rs. 10 crores on behalf of its wholly owned subsidiary Company M/s Everest Building Solutions Limited (EBSL) on account of EBSL availing working capital facility from Yes Bank Limited. The Company has not given any loans or provided any security under Section 186 of the Act during the Financial Year 2016-17.

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

The required particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required are attached as ANNEXURE - 6 to the Board''s Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, Extract of Annual Return in the prescribed format is attached as ANNEXURE - 7 to the Board''s Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn set out in the said rules are provided in ANNEXURE - 8 to the Board''s Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the ANNEXURE - 9 to the Board''s Report.

GENERAL

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

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

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

6. No material changes and commitments affecting the financial position of the Company have occurred from the end of the last financial year till the date of this report.

7. No change in the nature of the business of the Company happened during the financial year under review.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Everest''s people-centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspiration during the year.

INDUSTRIAL RELATIONS

During the year, the industrial relations at all the works of the Company were cordial.

ACKNOWLEDGEMENT

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

Your Directors especially wish to place on record their sincere appreciation of the efficient services rendered by the Company''s motivated team members from all Zones, Works and Offices.

For and on behalf of the Board

Manish Sanghi Y Srinivasa Rao

Managing Director Executive Director

Mumbai, 3^rd May 2017

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the Eighty Second Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in lacs) Financial year ended particulars standalone Net revenue from operations & Other Income 124,095.26 104,758.85

profit before depreciation & Finance costs 9,239.09 5,219.09

Less : depreciation 2,542.36 2,672.04

- Finance costs 1,869.47 1,256.90

profit before Tax 4,827.26 1,290.15

Tax Expense 1,406.63 375.19

Profit for the year 3,420.63 914.96

add: Balance in profit & Loss account 18,302.48 17,923.85

profit available for appropriation 21,723.11 18,838.81

Appropriations:

General reserve 350.00 91.90

dividend 764.55 379.87

tax on dividend 152.87 64.56

Closing Balance 20,455.69 18,302.48

consolidated

Net revenue from operations & 124,172.28 104,758.86 Other Income

profit before depreciation & 9,241.84 5,206.22 Finance costs

Less : depreciation 2,542.36 2,672.04

- Finance costs 1,869.47 1,256.90

profit before Tax 4,830.01 1,277.28

Tax Expense 1,407.04 375.19

Profit for the year 3,422.97 902.09

add: Balance in profit & 18,289.61 17,923.85 Loss account

profit available for 21,712.58 18,825.94 appropriation

Appropriations:

General reserve 350.00 91.90

dividend 764.55 379.87

tax on dividend 152.87 64.56

Closing Balance 20,445.16 18,289.61

DIVIDEND

the Board of directors have recommended a dividend of 50% i.e. Rs.5/- per equity share of Rs.10/- each for the Financial year ended 31st march, 2015 subject to approval of the shareholders. the total outgo on account of dividend including tax on dividend will be Rs.917.42 Lacs as against Rs.444.43 Lacs for the previous financial year.

PERFORMANCE REVIEW

Indian economy witnessed sluggish growth in the first half of 2014. Economic growth and capital investment slowed down due to high interest rates, inflation etc. signs of recovery started showing up in the second half. despite the constraints, the company recorded improved performance. the Highlights of the company's standalone performance are as under:

1. driven by growth in both the business segments the revenue from operations during the year at '1,23,049.54 lacs was up 18.86% as compared with '1,03,525.16 lacs in 2013-14. Building products and steel building segments recorded a growth of 14.27% and 31.47% respectively in the top line.

2. production volume recorded healthy growth in both business segments.

a. In building products segment the production at 7,44,164 MT was higher by 21.9% over 6,10,614 MT in 2013-14.

b. In steel buildings segment the production at 31,969 MT was up by 15.5% over 27,677 MT in 2013-14.

3. Operating profit (EBIDTA) at Rs.8,193.37 lacs was up by 105.6% over '3,985.40 lacs in 2013-14

4. Improved operating performance increased profit before Tax by 274.16% to '4,827.26 lacs compared to '1,290.15 lacs in the earlier year.

5. cash profit was '6,155.53 lacs as compared to '3,962.19 lacs in the previous year.

The consolidated revenue from operations of the company for the year ended 31st March, 2015 was Rs.1,23,126.43 lacs up by 18.93% from Rs.1,03,525.16 lacs in the previous year.

The consolidated operating profits before other income and depreciation increased by 132.97% on a year on year basis from '2,715.62 lacs in the previous year to '6,326.52 lacs in the current year. profit after tax was higher by 279.45% at '3,422.97 lacs as against Rs.902.09 lacs in the previous year.

TRANSFER TO RESERVES

The company proposes to transfer Rs.350.00 lacs to the general reserves.

NEWLY COMMISSIONED PROJECT

during the year, the company's steel Building plant at dahej, gujarat has commenced commercial production.

NEW PROJECTS

The company is in the process of setting up of a 72,000 M.T. p.A. Fibre cement Boards plant in uAE through its wholly owned subsidiary company in Mauritius to cater the Middle East Markets.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st march, 2015 and of the profit of the company for the year ended on that date;

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

d) the directors have prepared the annual accounts on a 'going concern' basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act, Mr. M.L. Gupta, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The Board of Directors in their meeting held on 25th March, 2015 have re-appointed Mr. Y. Srinivasa Rao as Whole Time Director designated as Executive Director of the Company for a period of five years w.e.f. 23rd April, 2015 to 22nd April, 2020 subject to the approval of the shareholders of the Company. The resolution pertaining to his re-appointment & the remuneration payable to him is set out at item no. 5 of the Notice and relevant Explanatory Statement.

The salary of Mr. A.V. Somani, Chairman and Mr. Manish Sanghi, Managing Director has been revised w.e.f. 1st April, 2015 as set out in item nos. 6 & 7 of the notice respectively and relevant Explanatory Statement. The resolutions are commended to the Members for approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors in their meeting held on 30th July, 2014 had fixed the term of Independent Directors to a maximum period of 9 years on the Board of the Company. Mr. Sandeep H Junnarkar, Director of the Company on completion of nine years on the board of the Company resigned w.e.f. 7th November, 2014.

The Board places on record its appreciation for the invaluable contribution and guidance provided by Mr. Sandeep H Junnarkar during his tenure as Director of the Company.

During the year, Mr. Manish Sanghi, Managing Director, Mr. Rakesh Kumar Gupta, Chief Financial Officer and Mr. Neeraj Kohli, Company Secretary have been designated as Key Managerial personnel w.e.f. 1st April, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the drafts forms, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

During the year, the Company has conducted Familiarization Programme for the Independent Directors. The Familiarization programme Module is available on the Company's website at http://www.everestind.com/about-us/board-directors

SUBSIDIARIES

The Company has three subsidiaries viz., Everest Building Products in Mauritius, Everestind FZE in Jebel Ali Free Zone, Dubai, UAE and Everest Building Products LLC in Ras Al Khaimah, UAE. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the Board's Report as Annexure - 1.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. A separate Report on Corporate Governance along with Certificate from M/s. Tanuj Vohra & Associates, Practicing Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is provided as part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into a contract / arrangement with M/s. Simplex Infrastructures Limited in the ordinary course of business and on arm's length basis. As per the Policy on materiality of related party transactions and dealing with related party transactions, the contract with M/s Simplex Infrastructures Limited is not a material related party transaction. Therefore, disclosure in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.everestind.com/about-us/share-holder- information.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. the csR policy may be accessed on the Company's website at the link: http://www. everestind.com/corporate-social-responsibility. the Company has identified four focus areas of engagement which are as under:

1. Environmental sustainability

2. Employment enhancing vocational skills

3. Health, hygiene & sanitation

4. promotion of education

5. promotion of sports

the Company would also undertake other need based initiatives in compliance with schedule vII to the Act. During the year, the Company has spent Rs.44.50 Lacs out of Rs.110.56 lacs on CsR activities. As the Company was in the process of setting up a frame work for undertaking CsR activities and identifying CsR projects thus it could not spend 2% of the average net profit of the Company. the financial data pertaining to the Company's CsR activities for the Financial Year 2014-15 is attached in the prescribed format in Annexure -2 to the Board's Report.

the Company has formed a trust by the name 'Everest Foundation' on 31st March, 2015 to undertake CSR activities on behalf of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

EMPLOYEES' STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31,2015 with regard to the Employees' Stock Option Schemes (ESOS) are provided in Annexure 3 to the Board's Report.

The Company has received certificates from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificates would be placed at the Annual General Meeting for inspection by the members.

AUDITORS

At the Annual General Meeting held on 30th July, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 84th AGM, to be held in the year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2015-16 is placed for ratification by the shareholders.

COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records.

The Board of Directors on the recommendation of Audit Committee has appointed M/s. Chandra Wadhwa & Co., Cost Accountants as Cost Auditor to audit the cost records of the Company for the financial year 2015-16. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

The Board has appointed M/s Tanuj Vohra & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2014-15 is attached as Annexure 4 to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr. M.L. Narula (Chairman), Mr. M.L. Gupta (Member), Mr. B.L. Taparia (Member) and Mrs. Bhavna G Doshi (Member). For details, please refer to Corporate Governance Report attached to this report.

NOMINATION AND REMUNERATION COMMITTEE

The Committee oversees and administers executive compensation, operating under the policy adopted by the Board.

The Nomination and Remuneration Committee of the Board comprises of Mr. M.L. Narula (Chairman), Mr. M.L. Gupta (Member), Mr. Amitabh Das Mundhra (Member) and Mr. B.L. Taparia (Member). For details, please refer to Corporate Governance Report attached to this report.

The Nomination and Remuneration Committee has framed the Nomination, Remuneration and Board Diversity Policy. A copy of Nomination, Remuneration and Board Diversity Policy is appended as Annexure 5 to the Board's Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid out the Company's policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the Committee.

The CSR Committee of the Board comprises of Mr. A.V. Somani (Chairman), Mr. M.L. Gupta (Member), Mr. M.L. Narula (Member), Mr. Manish Sanghi (Member) and Mr. Y. Srinivasa Rao (Member). The CSR Policy is available on Company's website at the link: http://www.everestind.com/corporate-social-responsibility.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee reviews and ensures redressal of investor grievances. For details, please refer to Corporate Governance Report attached to this report.

The Stakeholders Relationship Committee of the Board comprises of Mr. M.L. Gupta (Chairman), Mr. A.V. Somani (Member) and Mr. Manish Sanghi (Member).

VIGIL MECHANISM POLICY

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement for directors and employees to report concerns about unethical behavior, actual or suspected fraud. protected disclosures can be made by a whistle blower in writing to the Ombudsman and under the said mechanism no person has been denied direct access to the chairperson of the audit committee.

the vigil mechanism policy may be accessed on the company's website at the link: http://www.everestind.com/about-us/share- holder-information.

RISK MANAGEMENT

During the year, directors have framed a Risk management policy to mitigate the risks. the company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Quarterly risk analysis reports are reviewed and discussed in the Board meetings.

INTERNAL FINANCIAL CONTROLS

the company has in place adequate internal financial controls with reference to financial statements. during the year, such controls were tested and no reportable material weakness in the design or operation were observed.

NUMBER OF MEETINGS OF THE BOARD

the Board met six times during the Financial Year 2014-15, the details of which are given in the corporate Governance report that forms part of this annual report. the intervening gap between any two meetings was within the period prescribed by the companies act, 2013 and Listing agreement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

the details of investments covered under the provisions of section 186 of the companies act, 2013 are disclosed in the Note No. 2.10 to the standalone Financial statement. the company has not given any loans, and guarantees under section 186 of the act during the Financial year 2014-15.

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

the required particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required are appended as annexure 6 to the Board's report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3) (a) of the companies act, 2013, and Extract of annual return in the prescribed format is appended as annexure 7 to the Board's report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of section 197(12) of the act read with rules 5(2) and 5(3) of the companies (appointment and remuneration of managerial personnel) rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in annexure 8 to the Board's report.

disclosures pertaining to remuneration and other details as required under section 197(12) of the act read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 are provided in the annexure 9 to the Board's report.

GENERAL

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

1. details relating to deposits covered under chapter v of the act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except EsOs referred to in this report.

4. neither the Managing Director nor the whole-time directors of the company receive any remuneration or commission from any of its subsidiaries.

5. 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.

your Directors further state that during the year under review, there were no cases filed pursuant to the sexual Harassment of women at workplace (prevention, prohibition and redressal) act, 2013.

HUMAN RESOURCES

the company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Everest's people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspiration during the year.

INDUSTRIAL RELATIONS

during the year, the industrial relations at all the works of the company were cordial.

ACKNOWLEDGEMENT

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

your Directors especially wish to place on record their sincere appreciation of the efficient services rendered by the company's motivated team members from all Zones, works and Offices.

For and on behalf of the Board

Manish Sanghi Y. Srinivasa Rao managing Director Executive Director

mumbai, 22nd april, 2015

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Mar 31, 2013

To The Members of Everest Industries Limited

The Directors have pleasure in presenting the Eightieth Annual Report together with the Audited Financial Statements for the financial year ended 31 March, 2013.

FINANCIAL RESULTS

(Rs. in lacs) Year ended Year ended Particulars 31.03.2013 31.03.2012

Net Revenue from operations & 1,02,288.54 90,465.15 Other Income

Profit before Depreciation & 10,653.38 9,855.10

Finance Costs

Less : Depreciation 2,205.24 2,008.16

Finance Costs 557.99 443.75

Profit before Tax 7,890.15 7,403.19

Taxation 2,640.18 2,126.98

Profit for the year 5,249.97 5,276.21

Add: Balance in Profit & Loss 14,531.51 11,014.81

Account

Profit Available for Appropriation 19,781.48 16,291.02

Appropriations:

General Reserve 525.00 530.00

Dividend 1,139.05 1,057.89

Ta x on Distributed Profits 193.58 171.62

Closing Balance 17,923.85 14,531.51



DIVIDEND

The Board of Directors have recommended a dividend of 75% i.e. Rs. 7.50/- per equity share of Rs. 10/- each for the Financial Year 31 March, 2013 subject to approval of the shareholders. The total outgo on account of dividend including tax on dividend will be Rs. 1,333 Lacs as against Rs. 1,230 Lacs for the previous financial year.

PERFORMANCE REVIEW

The year 2012-13 proved to be a challenging year amidst global economic uncertainty. In India, economic growth and capital investment slowed down due to high interest rates, inflation and drought in some parts of the country. Despite these constraints, the Company performed well. Highlights of the performance are:

1. Revenue from operations increased by 14.35% to Rs. 1,014.13 Crores.

2. PBDT increased by 7.28% to Rs. 100.96 Crores.

3. Profit before Tax increased by 6.57% to Rs. 78.90 Crores.

4. Cash profit was Rs. 74.55 Crores.

5. Production of Fibre Cement Products increased by 6.1% to 696,772 MT

6. Production of Steel Buildings increased by 4.4% to 24,485 MT.

NEWLY COMMISSIONED PROJECT

The Company''s fibre cement products plant at Baleshwar, Odisha is completed and under trial run. Commercial operation is expected to commence soon. The plant capacity is 1,00,000 MT annually.

NEW PROJECTS

The Company has made significant progress in setting up a metal roofing plant at Ranchi and trial production is likely to commence soon.

The Company has decided to expand the Steel Buildings business by setting up a Pre-engineered Building plant at Dahej Industrial Estate, Phase III in Gujarat at a cost of Rs. 50 Crores with an annual capacity of 30,000 MT. Land for the same has been allotted by the Govt. of Gujarat. This unit will cater to the needs of industry in Western India, especially Gujarat.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement and to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm:

i) that in the preparation of the annual accounts for the year ended 31 March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2013 and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Aditya Vikram Somani and Mr. M.L. Narula, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors in their meeting held on 9 May, 2013 have re-appointed Mr. Aditya Vikram Somani as Whole Time Director designated as Chairman of the Company for a period of three years w.e.f. 21 June, 2013 to 20 June, 2016 and Mr. Manish Sanghi as Managing Director of the Company for a period of three years w.e.f. 1 October, 2013 to 30 September, 2016 subject to the approval of the shareholders of the Company. The resolutions pertaining to their re-appointment & the remuneration payable to them are set out in Item nos. 6 & 7 respectively of the Notice and relative Explanatory Statement.

The Board of Directors at its meeting held on 9 May, 2013 appointed Mr. B. L. Taparia as Additional Director of the Company w.e.f. 10 May, 2013, who holds the office up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice from a member under Section 257 of the Companies Act, 1956, proposing his candidature for appointment as the Director of the Company. Your Directors are of the opinion that his presence as Director on the Board would be of immense benefit to the Company. His appointment as Director of the Company is liable to determination by retirement by rotation.

The Board of Directors in their meeting held on 21 June, 2010 had adopted non mandatory requirement of the Clause 49 of the Listing Agreement regarding tenure of Independent Directors. The Board decided that the tenure of Independent Directors shall be limited to a maximum period of nine years on the Board of the Company. In terms of the aforesaid requirement, the tenure of Mr. Mohanlal Bhandari, Director of the Company will expire on 6 July, 2013.

The Directors place on record their appreciation of the invaluable contribution and guidance provided by Mr. Mohanlal Bhandari.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Gurgaon, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that their re-appointment, if made, would be within the limits in accordance with Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board recommend the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company.

AUDITORS'' REPORT

The Auditors observations are self explanatory and are suitably explained in Notes to the Accounts. The Auditors'' Report to the shareholders does not contain any qualifications.

CORPORATE GOVERNANCE

The Company continues to be committed to good corporate governance and ethical corporate practices. A separate Report on Corporate Governance along with

Certificate from M/s. Tanuj Vohra & Associates, Practicing Company Secretaries on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with Stock Exchanges is provided as part of this Annual Report, besides Management Discussion and Analysis, Risk Management and Shareholders Information.

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

The required particulars under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure-A and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other required particulars of the employees are set out in the Annexure – B forming an integral part of this Report.

EMPLOYEES'' STOCK OPTION SCHEMES

The Company has already implemented the ESOS-2007, ESOS-2008, ESOS-2009, ESOS-2010, ESOS-2011 and ESOS-2012. The exercise period of ESOS-2007 has expired on 29.1.2013. Details of these Employees'' Stock Option Schemes, as required under the SEBI Guidelines, are set out in Annexure - C to the Directors'' Report and forms an integral part of this Report.

INDUSTRIAL RELATIONS

During the year, the industrial relations at all the works of the Company were cordial, except at Lakhmapur Works. The strike at Lakhmapur Works was called off by the Union w.e.f. 18 January, 2013.

ACKNOWLEDGEMENT

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

The Directors especially wish to place on record their sincere appreciation of the efficient services rendered by the Company''s motivated team members from all Zones, Works and Offices.

For and on behalf of the Board

Manish Sanghi Y. Srinivasa Rao Managing Director Executive Director

(Operations)

Mumbai, 9 May, 2013

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Mar 31, 2012

The Directors have pleasure in presenting their Seventy Ninth Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Net Revenue from operations 88,686.12 72,309.51

Other Income 1,779.03 1,164.85

Profit before Depreciation & Finance Costs 9,855.10 7,770.24 Less:

- Depreciation 2,008.16 1,889.60

- Finance Costs 443.75 562.56

Profit before Tax 7,403.19 5,318.08

Less:

- Current Tax 2,145.84 1,318.69

- Deferred Tax (18.86) (70.95)

Profit after Tax 5,276.21 4,070.34

Add: Surplus of earlier years brought forward 11,014.81 8,150.31

Profit available for Appropriation 16,291.02 12,220,65 Appropriations:

General Reserve 530.00 410.00

Dividend 1,057.89 686.94

Tax on Distributed Profits 171.62 108.90

Surplus carried to Balance Sheet 14,531.51 11,014,81

DIVIDEND

Your Directors are pleased to recommend a dividend of 70% i.e. Rs. 7/- per equity share of Rs.10/- each. The total quantum of dividend, if approved by members, will be Rs. 1057.89 Lacs, while Rs. 171.68 Lacs will be paid by the Company towards dividend tax and surcharge on the same on the equity shares of the Company as at 31st March, 2012. Dividend will be tax free in the hands of the shareholders.

OPERATIONS REVIEW

Net Revenue from operations was Rs. 886.86 Crores as compared to Rs. 723.10 Crores during the previous year. The profit after tax during the year at Rs. 52.76 Crores was higher as compared to the previous year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement and to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm:

i) that in the preparation of the annual accounts for the year ended 31st March 2012, the applicable accounting standards have been followed Along with proper explanation relating to material departures, if any;

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

The Board of Directors in their meeting held on March 30, 2012 have re-appointed Mr. Y. Srinivasa Rao as Executive Director (Operations) of the Company for a period of three years w.e.f. April 23, 2012 to April 22, 2015 subject to the approval of the shareholders of the Company. The resolution pertaining to his re-appointment & the remuneration payable to him as well as revision of his salary grade is set out in item no. 6 of the Notice and the relevant explanatory statement. The resolution is commended to the members for approval.

The salary grade of Mr. Manish Sanghi, Managing Director has been revised as set out in Item No. 7 of the Notice & relevant explanatory statement. The resolution is commended to the members for approval.

Mr. M.L. Gupta and Mr. Amitabh Das Mundhra, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS

The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells, Gurgaon, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that their re-appointment, if made, would be within the limits in accordance with Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board recommend the re-appointment of M/s.Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company.

CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance and ethical corporate practices. A separate Report on Corporate Governance along with Auditors' Certificate on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with Stock Exchanges is provided as part of this Annual Report, besides Management Discussion and Analysis, Risk Management and Shareholders Information.

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

The required particulars under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure-A and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other required particulars of the employees are set out in the Annexure - B forming an integral part of this Report.

EMPLOYEES' STOCK OPTION SCHEMES

Your Company has already implemented the ES0S-2006, ES0S-2007, ES0S-2008, ES0S-2009, ESOS 2010 and ESOS 2011. The exercise period of ESOS-2006 has expired on 21.3.2012. Details of these Employees' Stock Option Schemes, as required under the SEBI Guidelines, are set out in Annexure - C to the Directors' Report and forms an integral part of this Report.

INDUSTRIAL RELATIONS

The industrial relations at all the works of the Company except Lakhmapur Works, during the year were cordial.

ACKNOWLEDGEMENT

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

Your Directors especially wish to place on record their appreciation of the efficient services rendered by the Company's motivated team members from all Zones, Works and Offices.

For and on behalf of the Board

MANISH SANGHI Y. SRINIVASA RAO

anaging Director Executive Director (Operations)

Mumbai, 26th

April, 2012

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Mar 31, 2011

The Directors have pleasure in presenting their Seventy Eighth Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2011 31.03.2010

Net Sales Turnover 72,158.77 65,253.42

Other Income 1,315.59 962.73

Profit before Depreciation & Interest 7,746.71 7,003.17

Less:

– Depreciation 1,889.60 1,836.54

– Interest 539.03 995.20

Profit before Tax 5,318.08 4,171.43

Less:

– Current Tax 1,318.69 708.94

– Deferred Tax (70.95) 676.75

– MAT – (215.53)

Profit after Tax 4,070.34 3,001.27

Add: Surplus of earlier years brought forward 8,150.31 6,239.05

Profit available for Appropriation 12,220.65 9,240.32

Appropriations:

General Reserve 410.00 310.00

Dividend 686.94 666.70

Tax on Distributed Profits 108.90 113.31

Surplus carried to Balance Sheet 11,014.81 8,150.31

DIVIDEND

Your Directors are pleased to recommend a dividend of 45% i.e. Rs.4.50 per equity share of Rs.10/- each. The total quantum of dividend, if approved by members, will be Rs. 679.09 Lacs, while Rs.110.16 Lacs will be paid by the Company towards dividend tax and surcharge on the same on the equity shares of the Company as at 31st March, 2011. Dividend will be tax free in the hands of the shareholders.

OPERATIONS REVIEW

Net Sales Turnover was Rs. 721.59 crores as compared to Rs.652.53 crores during the previous year. The profit after tax for during the year at Rs. 40.70 crores was higher as compared to the previous year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors’ Responsibility Statement and to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm:

i) that in the preparation of the annual accounts for the year ended 31st March 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Mohanlal Bhandari, Director, Mr. Sandeep Junnarkar, Director and Mr. Naga Veera Srinivasa Rao Yenduri, Executive Director (Operations), retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS

The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells, Gurgaon, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that their re-appointment, if made, would be within the limits in accordance with Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board recommend the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company.

CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance and ethical corporate practices. A separate Report on Corporate Governance along with Auditors’ Certificate on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with Stock Exchanges is provided as part of this Annual Report, besides Management Discussion and Analysis, Risk Management and Shareholders Information.

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

The required particulars under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure-A and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other required particulars of the employees are set out in the Annexure – B forming an integral part of this Report.

EMPLOYEES’ STOCK OPTION SCHEMES

Your Company has already implemented the ESOS-2006, ESOS-2007, ESOS-2008, ESOS-2009 & ESOS 2010. Details of these Employees’ Stock Option Schemes, as required under the SEBI Guidelines, are set out in Annexure - C to the Directors’ Report and forms an integral part of this Report.

INDUSTRIAL RELATIONS

The industrial relations at all the works of the Company, during the year were cordial.

ACKNOWLEDGEMENT

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

Your Directors especially wish to place on record their appreciation of the efficient services rendered by the Company’s motivated team members from all Zones, Works and Offices.

For and on behalf of the Board

MANISH SANGHI Y. SRINIVASA RAO Managing Director Executive Director (Operations)

Mumbai, 29th April, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Seventy Seventh Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS (Rs. in lacs)

Particulars Year Ended Year Ended 31.03.2010 31.03.2009

Net Sales Turnover 65,253.42 52,945.16

Other Income 962.73 479.25

Profit before Depreciation & Interest 7,003.17 5,373.34

Less:

– Depreciation 1,836.54 1,713.80

– Interest 995.20 1,648.06

Profit before Tax 4,171.43 2,011.48

Less: – Current Tax 708.94 219.83

– Deferred Tax 676.75 479.29

– Fringe Benefit Tax -- 85.47

– MAT (215.53) (218.21)

Profit after Tax 3,001.27 1,445.10

Add: Surplus of earlier years brought forward 6,239.05 5,376.83

Profit available for Appropriation 9,240.32 6,821.93

Appropriations:

General Reserve 310.00 150.00

Dividend 666.70 370.00

Tax on Distributed Profits 113.31 62.88

Surplus carried to Balance Sheet 8,150.31 6,239.05

DIVIDEND

Your Directors are pleased to recommend a dividend of 45% i.e. Rs.4.50 per equity share of Rs.10/- each. The total quantum of dividend, if approved by members, will be Rs.666.70 Lacs, while Rs.113.31 Lacs will be paid by the Company towards dividend tax and surcharge on the same on the equity shares of the Company as at 31st March, 2010. Further, employees who have been allotted equity shares of the Company under ESOS Schemes after 31st March, 2010 shall also be entitled to the dividend. The dividend on this account shall be Rs.7.85 Lacs and Rs. Rs.1.33 Lacs will be paid by the Company towards dividend tax and surcharge on the same. Dividend will be tax free in the hands of the shareholders.

OPERATIONS REVIEW

Net Sales Turnover was Rs.652.53 crores as compared to Rs.529.45 crores during the previous year. The profit after tax for during the year at Rs.30.01 crores was higher as compared to the previous year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement and to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm:

i) that in the preparation of the annual accounts for the year ended 31st March 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Aditya Vikram Somani and Mr. M.L. Narula, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The Board appointed Mr. Aditya Vikram Somani as Whole Time Director designated as Chairman of the Company, liable to retire by rotation, for a period of three years w.e.f. 21st June, 2010. The Board recommends his appointment for your approval.

The office of current Managing Director of the Company expires on 30th September 2010 and the Board appointed Mr. Manish Sanghi, COO & Director as Managing Director for a period of three years w.e.f. 1st October, 2010. The Board recommends his appointment for your approval.

The Board of Directors at its meeting held on 21st June, 2010 appointed Mr. Amitabh Das Mundhra as Additional Director, who holds the office upto the date of ensuing Annual General Meeting and in respect of whom the Company has received a notice from a member under Section 257 of the Companies Act, 1956, proposing his candidature for appointment as the Director of the Company. Your Directors feel that his presence as Director on the Board would be of immense benefit to the Company and hence recommend his appointment as Director of the Company liable to retire by rotation.

The Company has also received a notice from a member under Section 257 of the Companies Act, 1956, proposing the candidature of Mr. M L Gupta, the present Managing Director, whose office as such expires on 30th September 2010, for appointment as Director of the Company liable to retire by rotation w.e.f. 1st October, 2010. The Board recommends his appointment for your approval.

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956, the audited annual accounts of Everest Building Solutions Limited alongwith the statement under Section 212 of the Companies Act, 1956, is attached.

Everest Building Solutions Limited has ceased to be subsidiary company w.e.f. 14th April, 2010. The Company is presently holding 49% of the total share capital of the Everest Building Solutions Limited.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS

The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells, Gurgaon, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that their re-appointment, if made, would be within the limits in accordance with Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board recommend the re-appointment of M/s.Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company.

CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance and ethical corporate practices. A separate Report on Corporate Governance along with Auditors Certificate on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with Stock Exchanges is provided as part of this Annual Report, besides Management Discussion and Analysis, Risk Management and Shareholders Information.

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

The required particulars under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure-A and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other required particulars of the employees are set out in the Annexure - B forming an integral part of this Report.

EMPLOYEES STOCK OPTION SCHEMES

Your Company has already implemented the ESOS-2006, ESOS-2007, ESOS-2008 & ESOS-2009. Details of these Employees Stock Option Schemes, as required under the SEBI Guidelines, are set out in Annexure - C to the Directors Report and forms an integral part of this Report.

INDUSTRIAL RELATIONS

The industrial relations at all the works of the Company, during the year were cordial.

ACKNOWLEDGEMENT

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

Your Directors especially wish to place on record their appreciation of the efficient services rendered by the Companys motivated team members from all Zones, Works and Offices.

For and on behalf of the Board

M.L. GUPTA MANISH SANGHI

Managing Director COO & Director

Mumbai, 21st June, 2010