The Board of Directors are pleased to present the Company's Integrated Annual Report on the business and operations of your Company (“the Company” or “Crompton”), along with the audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31, 2024.

1. STATE OF THE AFFAIRS OF THE COMPANY

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

2. FINANCIAL PERFORMANCE

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

3. OVERVIEW/ OPERATIONS OF GROUP’S FINANCIAL PERFORMANCE

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

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

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

4. DIVIDEND

Your Directors are pleased to recommend a dividend of I 3 (Rupees Three Only) (150%) per equity share of face value of I 2 (Rupees Two Only) each on the share capital amounting to I 192.93 Crore, working out to be payout ratio of 41.14%, for the Financial Year ended March 31,2024.

The dividend, subject to the approval of the Members at the Annual General Meeting (“AGM”) to be held on Friday, July 26, 2024, will be paid within a period of 30 (Thirty) days from the date of AGM to the Members whose names appear in the Register of Members, as on the Record Date,

i.e. Wednesday, July 10, 2024.

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

I n terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the SEBI Listing Regulations”), the Company has formulated a Dividend Distribution Policy. The policy is enclosed as Annexure 1 to this Report. It is also available on the Company's website and can be accessed at https:// reports.crompton.co.in/shopify/public/files/aaeGlqQcuR Dividend-Distribution-Policy-1.pdf

5. TRANSFER TO RESERVES

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

6. DEBENTURE REDEMPTION RESERVE

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

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

7. MDA

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

• Economic Overview

• Industry Overview

• Key Growth Drivers

• Company Overview

• Manufacturing

• Research and Development

• Marketing

• Sustainability

• Supply Chain

• Quality

• People

• Opportunities

• Risk Management

8. SHARE CAPITAL

8.1 Paid-up capital:

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

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

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

8.2 Authorised Capital

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

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

9. FINANCIAL LIQUIDITY

Consolidated cash and cash equivalent as on March 31, 2024, stood at I 172.06 Crore (Rupees One Hundred Seventy Two Crore and Six Lakh Only) vis-avis I 76.84 Crore (Rupees Seventy Six Crore and Eighty Four Lakh Only) in the previous year. The Company's working capital management is robust and involves a well organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

10. CREDIT RATING

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

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

11. PUBLIC DEPOSITS

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

The requisite return for the Financial Year 2022-23 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as on the date of this report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of investments made and guarantee provided by the Company under Section 186 of the Act, Regulation 34(3) and Schedule V of the SEBI Listing Regulations

forms part of this Integrated Annual Report in the Notes to the standalone financial statements for the Financial Year ended March 31,2024.

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

13. INTERNAL CONTROL SYSTEMS

13.1 Internal Controls and its adequacy

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

Your Company has initiated awareness sessions on the Company's Code of Conduct, Prevention of Sexual Harassment (“POSH”) and whistleblowing rights by conducting Company-wide trainings for all its employees. Additionally, e-learning modules have also been developed to keep employees informed of these policies. This not only ensures compliance and a well-regulated environment but also helps us achieve our organisational objectives.

Process controls with evolving SAP solutions

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

Standardising processes for better decision-making

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

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

13.2 Internal Controls over Financial Reporting

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

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

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

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

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

Any incident that is reported is investigated and suitable action is taken in line with the WB Policy. The WB Policy of your Company is available on the website of the Company

and can be accessed at https://reports.crompton.co.in/ shopify/public/files/hxamy77St7 Vigil-Mechanism-and-WB-Policy 19-May updated.pdf The WB policy of the Company was last amended on May 19, 2023.

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

17 (Seventeen) Whistle-Blower complaints were received during the Financial Year 2023-24 and suitable action has been taken in accordance with the WB policy.

15. SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURE COMPANIES

15.1 Subsidiaries

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

1. Pinnacles Lighting Project Private Limited (CIN: U74999MH2018PTC318891)

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

Total Revenue booked for the Financial Year ended March 31, 2024, was I 1.98 Crore (including I 0.96 Crore as Other Income). Profit after Tax was I 0.65 Crore as compared to a profit of I 0.50 Crore in the previous year.

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

A wholly-owned subsidiary incorporated on January 02, 2019, to execute, design, manufacture, test, supply, O&M of LED Street Lights & Poles and other related works for the implementation of Greenfield Street Lighting Project for 36 (Thirty Six) (“ULBs”) in Odisha. This contract received from the Government of Odisha, Housing & Urban Development Department is on PPP basis.

Total Revenue for the Financial Year ended March 31,2024, was I 2.24 Crore (including I 1.28 Crore as Other income) and Profit after Tax was I 1.00 Crore as compared to I 0.55 Crore in the previous year.

3. Crompton CSR Foundation (CIN: U85300MH2019NPL324784)

(CSR Unique Identification No: CSR00001086)

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

4. Butterfly Gandhimathi Appliances Limited (CIN: L28931TN1986PLC012728)

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

Total Revenue for the Financial Year ended March 31, 2024, ended was I 936.14 Crore (including I 4.86 Crore as Other Income) and Profit after Tax was I 7.39 Crore as compared to a profit of I 51.67 Crore in the previous year.

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

15.2 Joint Ventures (“JVs”)/ Associate Companies

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

16. CONSOLIDATED FINANCIAL STATEMENTS

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

and other relevant provisions of the Act. The said Consolidated Financial Statements forms part of this Integrated Annual Report.

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

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

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

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

17.1 Directorate

a. Appointments/ Re-appointments and Retirement by rotation

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

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

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

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

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

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

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

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

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

• Retirement by rotation and subsequent reappointment

I n terms of Section 152 of the Act, Mr. Shantanu Khosla being liable to retire by rotation, was re-appointed by the Members at the AGM held on July 22, 2023.

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Shantanu Khosla (DIN:00059877) is liable to retire by rotation at the forthcoming AGM and being eligible offers himself for re-appointment. The Board recommends re-appointment of Mr. Shantanu Khosla for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including profile of Mr. Shantanu Khosla is included separately in the Notice of AGM and Report on Corporate Governance, forming part of this Integrated Annual Report.

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

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

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

b. Retirement & Cessation

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

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

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

17.2 Key Managerial Personnel (“KMPs”)

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

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

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

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

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

17.3 Independent Directors

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

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

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

17.4 Non-Independent Directors

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

The Board of Directors of the Company on April 24, 2023, based on the recommendation of N&RC, appointed Mr. Promeet Ghosh as an Executive Director w.e.f. April 24, 2023. He was appointed as the MD & CEO w.e.f. May 01, 2023, till April 30, 2028. The same was approved by the Members of the Company at the AGM held on July 22, 2023. Additionally, Mr. Shantanu Khosla was elevated as the Executive Vice Chairman of the Board for 1 (One) year w.e.f. May 01, 2023, till April 30, 2024. He then assumed the position Non-Executive Vice Chairman, w.e.f. May 01, 2024, till December 31, 2025.

17.5 Board Effectiveness

(a) Familiarisation Programme for Independent Directors

34 Programmes 403 hours

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

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

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

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct to regulate, monitor and report trading by Designated Persons for Prevention of Insider Trading and Code of Conduct applicable to all Directors and Senior Management Personnel (“SMP”). They are also updated on all business related issues and new initiatives. Regular presentations and updates on relevant statutory changes encompassing economic outlook, market trends, peer trends, changes in laws where Company is operating are made to the Directors at regular Board Meetings of the Company.

The MD & CEO along with senior leadership team make(s) presentation(s) on the performance & strategic initiatives of the Company. Brief details of the familiarisation Programme are uploaded on the website of the Company and can be accessed at https://reports.crompton.co.in/shopify/ public/files/2x9Om5cMWS Familiarization%20 Programme%20for%20FY%2023-24.pdf

(b) Formal Board Performance Annual Evaluation

I n terms of requirements of the Act read with the Rules issued thereunder and the SEBI Listing Regulations, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and Individual Directors. Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. Criteria for Board evaluation is duly approved by N&RC based on the guidance note issued by the SEBI. Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairman of N&RC.

The process of Board Evaluation is conducted through structured questionnaires which includes various aspects of the Board's functioning such as adequacy of the Board composition diversity, skill set of members, the appointment process,

understanding of roles and responsibilities, circulation of board papers, quality of information provided, strategic oversight, risk evaluation, acquisitions guidance, individual Board Members' and contributions, execution of duties, governance performance for the Board as a whole, Committees of the Board and Individual Directors and has been undertaken digitally.

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

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

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

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

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

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

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

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

The Board's overall assessment indicated that it was operating cohesively, including its various Committees. These Committees were performing effectively, regularly reporting to the Board on their activities and progress during the reporting period. The Board also noted that the actions identified in previous questionnaire-based evaluations had been implemented.

During the Financial Year 2023-24, the Company actioned the feedback from the Board evaluation process conducted in a the even year. The Board noted the key improvement areas emerging from this exercise including but not limited to improving the talent management, process with specific focus on strengthening top talent pipeline, improving the attrition rate, business strategy and annual plan etc.

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

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

The Company has in place a policy for remuneration of Directors, KMPs and SMPs as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), KMPs and SMPs. The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the N&RC and the Board of Directors while selecting candidates. The policy on remuneration of Directors, KMPs and SMPs can be accessed at https://reports.crompton. co.in/shopifv/public/files/Fi46RqQSbO Nomination%20 and%20Remuneration%20Policv.pdf

17.7 Executive Director(s) Remuneration

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

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

In terms of applicable laws, there is no mandatory stock ownerships requirement for MD & CEO. Stock Options granted to MD & CEO are governed by various Employee Stock Option Plans & Performance Share Plans of the Company as approved by Members from