Dear Members,

Your Directors take pleasure in presenting the Seventieth Annual Report together with Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31 March, 2025.

The Directors are pleased to recommend a final dividend of Rs. 1.40 per Equity Share of face value of Re. 1 each (@ 140%) for the Financial Year ended 31 March, 2025. This dividend is subject to the approval of the Members of the Company, at their ensuing Annual General Meeting ('AGM'). If approved, the total outlay on account of final dividend for the Financial Year 2024-25 would amount to Rs. 86.54 Crore.

The Company had declared final dividend of Re. 0.90 per Equity Share of face value of Re. 1 each (@ 90%) for the Financial Year ended 31 March, 2024. This was over and above the interim dividend of Re. 0.50 per equity share of face value of Re. 1 each (@ 50%) for the financial year 2023-24.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of the Company is uploaded on the Company's website: https://www.electrosteel.com /admin/pdf/1064444546454-Dividend-Distribution-Policy.pdf .

In terms of the provisions of Section 124 of the Companies Act, 2013 ('Act'), read together with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof ('IEPF Rules'), the Company (ECL) has transferred Rs. 11,90,536 (Rupees Eleven Lakh Ninety Thousand Five Hundred and Thirty Six Only) to the IEPF and the Srikalahasthi Works (SW) unit (erstwhile Srikalahasthi Pipes Limited, which got merged with and into Electrosteel Castings Limited), has transferred Rs. 21,22,950 (Rupees Twenty One Lakhs Twenty Two Thousand Nine Hundred and Fifty Only) to the IEPF, during the Financial Year 2024-25, being unpaid/unclaimed dividend amounts relating to the Financial Year 2016-17.

Pursuant to the provisions of the IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31 March, 2024 (as on the date of closure of previous financial year) on the website of the Company (www.electrosteel.com).

In terms of the provisions of Section 124(6) of the Act, read with the relevant Rules made thereunder, 82,508 Equity Shares of ECL and 27,557 Equity Shares of SW Unit (erstwhile Srikalahasthi Pipes Limited, which got merged with and into Electrosteel Castings Limited), in respect of which dividend was unpaid or unclaimed for the Financial Year 201617 and onwards, has been transferred to the Demat Account of the IEPF Authority maintained with National Securities Depository Limited, during the Financial Year 2024-25.

Further, the voting rights in respect of shares transferred to the Demat Account of the IEPF Authority shall remain frozen, until the rightful owner claims the shares. Members may note that shares as well as unclaimed dividend transferred to the IEPF Authority can be claimed back. Concerned shareholders are advised to visit http://www.iepf.gov.in/IEPF/refund.html for lodging claim for refund of shares or dividend from the IEPF Authority.

Further, the Company has initiated necessary action for transfer of all shares in respect of which dividend declared for the Financial Year 2016-17 and onwards has not been paid or claimed by the Members for 7 (seven) consecutive years or more. Members are advised to visit the web-link https://www.electrosteel.com/investor/iepf-suspense-account.php.

The Company proposes to retain the entire amount of profit in the Profit & Loss Account.

During the year under review, the production of Ductile Iron (DI) Pipes was 732,004 MT, as against 744,958 MT in the previous year. The production of Cast Iron (CI) Pipes was 41,431 MT in 2024-25 as against 33,769 MT in the previous year.

The financial year 2024-25 experienced many challenges in the form of highly buoyant demand at the start of the year to sluggish market scenario in the last six months of the year. This was coupled with stabilisation of plant operations at Khardah Works after major shut-down, blast furnace related issues at Srikalahasthi Works, etc. The Company, additionally added the second sinter plant and SDP (Small diameter pipe plant) to enhance the capacity at its Srikalahasthi Works & some more additions which are gradually getting stabilised. The lull in government spending on water related infrastructure, in particular, caused a major challenge as the demand & sales prices dropped to very low levels which is expected to pass away in next few months.

The Company produced DI Fittings & Accessories of 22,568 MT in 2024-25 as against 18,919 MT in 2023-24.

There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report other than as mentioned in the 'Operations' and 'Other Disclosures" sections of this Directors' Report.

There has been no change in the nature of the Company's business.

The Management Discussion and Analysis Report forms an integral part of this Report and gives details of the industry structure, developments, opportunities, threats, performance and state of affairs of the Company's business, internal controls and their adequacy, risk management systems including a section on 'Risk Management' and other material developments during the Financial Year 2024-25, and is annexed as Annexure 1.

India is entering a defining decade, with its economy, cities, and essential services undergoing transformational change. As the country moves steadily toward becoming a global economic powerhouse, parallel urbanisation and water infrastructure trends are shaping the lives of over a billion citizens. Here's a look at the trajectory India is expected to follow in the years ahead.

India is set to remain among the fastest-growing major economies globally. Analysts and multilateral agencies project a real GDP growth of 6.5-7.5% annually over the next five years. This growth is fuelled by young demographics, expanding digital capabilities, government-backed infrastructure and policy reforms.

With its vast and diverse population, India is a country of contrasts, rich in cultural heritage and natural resources, yet facing immense pressure on infrastructure and essential services. One of the most pressing issues is the growing demand for clean drinking water, driven by the country's disproportionately large population relative to its land area.

The Authorised Share Capital of the Company is Rs. 103,02,00,000/- comprising of 103,02,00,000 Equity Shares of Re. 1.00 each. During the year under review, there has been no change in the Authorised Share Capital of the Company. The Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 61,81,84,591/- comprising of 61,81,84,591 Equity Shares of Re. 1.00 each. During the year under review, the Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

During the year, India Ratings and Research (Ind-Ra) has upgraded the Company's Long-Term Issuer Rating to 'IND AA' from 'IND AA-' and reaffirmed its rating on the short-term bank facilities as "IND A1+" with a Stable Outlook.

CRISIL Ratings has upgraded the Company's Long-Term Issuer Rating to 'CRISIL AA' from 'CRISIL AA-' and reaffirmed its rating on the short-term bank facilities as 'CRISIL A1+' with a Stable Outlook.

During the year under review, no significant or material order was passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future except as mentioned below:

UV Asset Reconstruction Company Limited (UVARCL) had filed an application before National Company Law Tribunal (NCLT), Cuttack for initiation of Corporate Insolvency and Resolution Process (CIRP) against the Company although there was no debt due by the Company. NCLT, Cuttack registry vide email dated 12 June, 2021 informed the Company about such filing. The Company immediately made relevant disclosure to the Stock Exchanges.

UVARCL is assignee to SREI Infrastructure Finance Ltd (SREI), one of the erstwhile lenders of Electrosteel Steels Limited now known as ESL Steel Limited (ESL) to whom the Company mortgaged its Elavur Land for securing debt of ESL. The Company has never extended any Corporate Guarantee for securing such debt, i.e., the Company was acting as third- party security provider to such lender.

ESL has been taken over by Vedanta Limited in the Financial year 2018-19 under the Insolvency and Bankruptcy Code. As per approved resolution plan of Vedanta, the entire admitted debt of ESL was paid and discharged in the form of cash and allotment of Equity shares of ESL.

NCLT, Cuttack vide order dated 24 June, 2022 pronounced its Order in favour of the Company by dismissing the application of UVARCL.

UVARCL filed an appeal before National Company Law Appellate Tribunal (NCLAT) against the Order passed by NCLT, Cuttack.

NCLAT vide order dated 24 January, 2024 upheld the judgment dated 24 June, 2022 of the NCLT, Cuttack Bench.

NCLAT's Judgement is challenged at Hon'ble Supreme Court by UVARCL and is presently pending before the Hon'ble Supreme Court.

The Internal Financial Controls with reference to the Financial Statements are considered to be commensurate with the size, scale and nature of the operations of the Company. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. There are Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically. Approval of all transactions are ensured through a pre-approved Delegation of Authority (DOA) schedule which is in-built into the SAP system, wherever required. DOA is reviewed periodically by the management and compliance of DOA is regularly checked by the Auditors. The Company's books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions and for integrity and reliability of reporting. There is adequate MIS (Management Information System) which is reviewed periodically by functional heads.

The Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies at all locations of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the Internal Audit Reports, process owners take corrective actions in their respective areas and thereby strengthen the controls. The Report is presented before the Audit Committee for review at regular intervals.

The Audited Annual Consolidated Financial Statements forming part of the Annual Report have been prepared in accordance with the Companies Act, 2013 ('the Act'), applicable Indian Accounting Standards, notified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

The Company had the following Subsidiaries and Joint Ventures as on 31 March, 2025:

In terms of the Share Purchase Agreement entered into with the shareholders of Singardo International Pte Ltd. ("Singardo") on 25 September, 2024, the Company agreed to acquire 99.11% of the Equity Shares of Singardo at a consideration of SGD 64,42,450. The Company has remitted the entire consideration equivalent to Rs. 4148.97 lakhs on 7 October, 2024 and on allotment of equity shares thereafter on 22 October, 2024, Singardo has become a wholly owned subsidiary of the Company.

A Report on the highlights of the performance of each of the Company's subsidiaries, associates and joint ventures, pursuant to the provisions of Section 134(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure 2 to this Report. The statement containing salient features of financial statements of subsidiaries and joint ventures in Form AOC-1, for the Financial Year ended 31 March, 2025, pursuant to the said Section, read with Rule 5 of the said Rules, are given along with the Standalone Financial Statements.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company, and Audited Accounts of each of its subsidiaries are available on the website of the Company, www.electrosteel.com. Members who wish to inspect these documents can send an e-mail to companysecretary@electrosteel.com.

Your Company believes in transparent and ethical corporate governance practices. The Company's approach to Corporate Governance cascades across its business operations and its stakeholders at large to create long term sustainable value.

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under the Listing Regulations. A Report on Corporate Governance for the year under review, along with the Certificate from the Auditors confirming compliance with the conditions of Corporate Governance, is annexed as Annexure 3, forming part of this Report.

During the Financial Year 2024-25, 5 (five) Board Meetings were held, the details of which are provided in the Corporate Governance Report, forming part of this Report and annexed as Annexure 3.

On the recommendation of the Nomination and Remuneration Committee of Directors vide their meeting held on 13 May, 2024, the Board of Directors, at their meeting held on 13 May 2024, taking into account his integrity, expertise and experience, appointed Dr. Ajay Kumar (DIN: 01975789) as an Additional Director (Non-Executive and Independent) and an Independent Director of the Company with effect from 13 May, 2024, for a term of 5 (five) consecutive years, subject to approval of appointment and regularisation by the Shareholders of the Company. The shareholders of the Company, by way of Postal Ballot on 9 August, 2024, have approved the special resolution for appointment of Dr. Ajay Kumar as an Independent Director of the Company with effect from 13 May, 2024, for a term of 5 (five) consecutive years.

Dr. Ajay Kumar had joined the Indian Administrative Service in 1985. He was a PhD in Business Administration from the Carlson School of Management, University of Minnesota. He also had M.S. in Applied Economics from the University of Minnesota. He did his B. Tech in Electrical Engineering from the Indian Institute of Technology (IIT), Kanpur. Dr. Kumar had served as Defence Secretary during the crucial period between August, 2019 and October, 2022. He was the longest serving Secretary in Ministry of Defence, where he also served as Secretary in Department of Defence Production. Dr. Kumar is a distinguished Visiting Professor at IIT Kanpur and a non-resident Senior Fellow at Carnegie India. He was also Founder Chairman of Mounttech Growth Fund, an AIF Category - II Venture Fund. He had a monthly editorial in Business Standard titled "Off the Grid" in the areas of defence, strategy, technology and policy. He was also mentoring start-ups and industry in fields of technology and defence.

Mr. Pradip Kumar Khaitan (DIN: 00004821) has ceased to be a Director and Chairman of the Company with effect from 27 August, 2024 consequent upon completion of his tenure as Independent Director of the Company.

Mr. Binod Kumar Khaitan (DIN: 00128502) has ceased to be a Director of the Company with effect from 27 August, 2024 consequent upon completion of his tenure as Independent Director of the Company.

The Board of Directors of the Company at their meeting held on 31 July, 2024 had appointed Dr. Ajay Kumar as Chairman of the Company with effect from 28 August, 2024.

On the recommendation of the Nomination and Remuneration Committee of Directors vide their meeting held on 30 October, 2024, the Board of Directors, at their meeting held on 30 October 2024, taking into account her skills, knowledge and expertise appointed Mrs. Sangeeta Singh (DIN: 10593952) as an Additional Director (Non-Executive and Independent) and an Independent Director of the Company with effect from 30 October, 2024, for a term of 5 (five) consecutive years, subject to approval of appointment and regularisation by the Shareholders of the Company. The shareholders of the Company, by way of Postal Ballot on 25 January, 2025, had approved the special resolution for appointment of Mrs. Sangeeta Singh as an Independent Director of the Company with effect from 30 October, 2024, for a term of 5 (five) consecutive years.

Mrs. Sangeeta Singh holds the degree of M.Sc. (Public Economics) from the University of Birmingham (UK), M. Phil. (International Relations) from Jawaharlal Nehru University (New Delhi) and M.A. (Political Science) from Jawaharlal Nehru University (New Delhi). She had worked in various capacities as Member of Central Board of Direct Taxes (CBDT) and Principal, Chief Commissioner of Income Tax, amongst others. As a Member of CBDT, and as holding charge of Chairperson, CBDT, she had led the administration and implementation of the Income Tax Act and Rules, both for the Department and taxpayers and was in charge of national-level revenue collection by the Department. She had joined and served and had undergone her training in the Indian Revenue Service during the period 1986 to 1988.

The Members of the Company, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors at their Meeting held on 12 December, 2024, had, on 10 February, 2025 -

a) approved payment of remuneration to Mr. Umang Kejriwal (DIN: 00065173), Managing Director of the Company for the period from 1 April, 2025 to 31 March, 2027, being the remaining period of his current tenure;

b) approved payment of remuneration to Mr. Mayank Kejriwal (DIN: 00065980), Joint Managing Director of the Company for the period from 1 April, 2025 to 31 March, 2027, being the remaining period of his current tenure;

c) re-appointed Mrs. Priya Manjari Todi (DIN: 01863690) as a Whole-time Director of the Company, for a term of 3 (three) consecutive years, with effect from 14 February, 2025;

d) re-appointed Mrs. Radha Kejriwal Agarwal (DIN: 02758092) as a Whole-time Director of the Company, for a term of 5 (five) consecutive years, with effect from 14 February, 2025;

e) re-appointed Mrs. Nityangi Kejriwal Jaiswal (DIN: 07129444) as a Whole-time Director of the Company, for a term of 5 (five) consecutive years, with effect from 14 February, 2025;

f) re-appointed Mr. Madhav Kejriwal (DIN: 07293471) as a Whole-time Director of the Company, for a term of 5 (five) consecutive years, with effect from 14 February, 2025;

g) re-appointed Mr. Ashutosh Agarwal (DIN: 00115092) as a Whole-time Director of the Company, for a term of 3 (three) consecutive years, with effect from 3 January, 2025.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their Meeting held on 10 May, 2025, had re-appointed Mr. Rajkumar Khanna (DIN: 05180042) as an Independent Director of the Company, for a second term of 5 (five) consecutive years, with effect from 15 June, 2025 subject to approval of the shareholders.

Mr. Sunil Katial (DIN: 07180348) and Mr. Uddhav Kejriwal (DIN: 00066077) retire by rotation at the forthcoming AGM and being eligible, have offered themselves for re-appointment.

In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings, brief resume and other information of all the Directors proposed to be re-appointed are given in the Notice of the forthcoming AGM.

There were no other changes in the Board and the Key Managerial Personnel during the year.

Mr. Umang Kejriwal, Managing Director, Mr. Mayank Kejriwal, Joint Managing Director, Mr. Uddhav Kejriwal, Mrs. Priya Manjari Todi, Mrs. Radha Kejriwal Agarwal, Mrs. Nityangi Kejriwal Jaiswal, Mr. Madhav Kejriwal, Mr. Sunil Katial and Mr. Ashutosh Agarwal, Whole-time Directors and Mr. Indranil Mitra, Company Secretary continue to be the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 134 of the Act, the Directors state that:

a) in the preparation of annual accounts for the Financial Year ended 31 March, 2025, the applicable accounting standards have been followed and there were no material departures requiring any explanation;

b) they 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 at the end of the Financial Year and of the profit of the Company for that period;

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

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

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

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

Dr. Ajay Kumar, Mr. Amrendra Prasad Verma, Dr. Mohua Banerjee, Mr. Rajkumar Khanna, Mr. B K Choudhury, Mr. Vyas Mitre Ralli, Mr. Virendra Sinha, Mr. Jinendra Kumar Jain and Mrs. Sangeeta Singh, Independent Directors, have given declarations that they meet the criteria of independence as laid down in the Act and the Listing Regulations.

Further, in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors state that in the opinion of the Board, Dr. Ajay Kumar and Mrs. Sangeeta Singh, whose appointments as Independent Director of the Company have been approved by the Shareholders during the year, are persons of integrity and possess relevant expertise and experience.

There are 6 Board Committees as on 31 March, 2025, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Banking and Authorisation Committee.

The details of composition, terms of reference and meetings held and attended by the Committee members of Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee are provided in the Corporate Governance Report, annexed as Annexure 3 to this Report. There have been no instances wherein the Board has not accepted the recommendation of any of its committees.

The Banking and Authorisation Committee comprised of Mr. Binod Kumar Khaitan as the Chairman, with Mr. Mayank Kejriwal, Mr. Uddhav Kejriwal and Mr. Ashutosh Agarwal as its members as on 31 March 2024. Consequent upon the cessation of directorship of Mr. Binod Kumar Khaitan with effect from 27 August, 2024, he has ceased to be the Chairman of the Banking and Authorisation Committee from that date. Accordingly, the Board of Directors at their meeting held on 31 July, 2024 reconstituted the Banking and Authorisation Committee with Mr. Rajkumar Khanna as the Chairman and Mr. Mayank Kejriwal, Mr. Uddhav Kejriwal and Mr. Ashutosh Agarwal as its members with effect from 28 August, 2024. The terms of reference for the Committee include taking various decisions pertaining to the opening or closing of bank and demat accounts of the Company, change in authorised signatories for operation of different bank and demat accounts, subscribing/purchasing/selling/dealing in securities of Companies other than related parties and availing broking services, making loans from time to time to Subsidiary Companies/Joint Ventures/Associates for its working capital requirement, giving guarantee or providing security to any bank in connection with fund based/non-fund based facilities including loan(s) made to Subsidiary Company/Joint Venture/Associate Company by such bank and any other work related to day- to-day operations of the Company.

The Board of Directors at their meeting held on 31 July, 2024 had dissolved the Governance Committee with effect from 31 July, 2024.

The Company has adopted Whistle Blower Policy and established a Vigil Mechanism in compliance with provisions of the Act and the Listing Regulations for the Directors and employees to report genuine concerns and grievances and leak/suspected leak of Unpublished Price Sensitive Information. This mechanism provides adequate safeguards against victimisation of employees and Directors and also provides for direct access to the Chairperson of the Audit Committee. The Company oversees the vigil mechanism through the Audit Committee of the Company. The said Policy is available at the Company's website and can be accessed at https://www.electrosteel.com/admin/pdf/1613636847Vigil-Mechanism-Whistle-Blower-Policy.pdf .

The Board has adopted a Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto. The Policy governs the criteria for determining qualifications, positive attributes and independence of a Director and lays down the remuneration principles for Directors, Key Managerial Personnel and other employees.

The Policy aims to enable the Company to attract, retain and motivate highly qualified members for the Board, Key Managerial Personnel (KMP) and other employees. It enables the Company to provide a well-balanced and performance- related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. The policy ensures that the interests of Board members, KMP & employees are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the Company and will be consistent with the "pay-for-performance" principle and the remuneration to directors, KMP and employees and involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The policy lays down the procedure for the selection and appointment of Board Members and KMP and also the appointment of executives other than Board Members, compensation structure for Executive Directors, Non-Executive Directors, KMP and other employees.

The Nomination and Remuneration Policy is available at the Company's website and can be accessed at https://www. electrosteel.com/admin/pdf/1608020082nominationRemunerationPolicy.pdf .

In accordance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has a Corporate Social Responsibility ('CSR') Committee in place. The CSR Committee has formulated and recommended to the Board, the Corporate Social Responsibility Policy of the Company which has been approved by the Board. The Annual Report on CSR activities/initiatives which includes the contents of the CSR Policy, composition of the Committee and other particulars as specified in Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are disclosed in Annexure 4 to this Report.

A Policy on Board Diversity and Succession Planning for the Board of Directors and Senior Management as devised by the Nomination and Remuneration Committee is in place, to ensure adequate diversity in the Board of Directors of the Company and for orderly succession for appointments on the Board of Directors and Senior Management.

The Nomination and Remuneration Committee of the Board has formulated and laid down Criteria and Manner for Evaluation of Performance of the Board, its Committees and individual Directors pursuant to provisions of Section 178 of the Act and Listing Regulations. As per requirements of Section 134 of the Act, the manner in which formal annual evaluation has been made is disclosed below -

A. The Board evaluated the roles, functions and duties performed by the Independent Directors (IDs) of the Company. Each ID was evaluated by all other Directors but not by the Director being evaluated. The Board also reviewed the manner in which IDs follow guidelines of professional conduct as specified in Schedule IV to the Act. The adherence to Section 149 of the Act, the aforesaid Schedule IV, the Listing Regulations and other applicable provisions of law by the IDs were also reviewed by the Board.

B. Performance review of all the Non-Independent Directors of the Company was made on the basis of the activities undertaken by them, expectations of Board, level of participation, roles played by them, leadership qualities and their overall performance and contribution in the development and growth of the business and operations of the Company.

C. The Board evaluated the performance of its Committees on the basis of the processes and procedures followed by them for discharging their functions and duties as per their respective terms of references and as assigned by the Board and laws applicable, their independence from the Board and on the effectiveness of the suggestions and recommendations made by them to the Board. The Board observed the size, structure and expertise of the Committees to be appropriate and in compliance with the Act and the Listing Regulations.

D. The Board evaluated its own performance on the basis of its composition having the right mix of knowledge, skills and expertise required to drive organisational performance and conduct of its affairs effectively, monitoring of Company's performance along with the ability to understand and deal with factors having a significant bearing, developing suitable strategies and business plans at appropriate time and monitoring its effectiveness, implementation of policies and procedures for proper functioning of the Company, frequency of its meetings, efforts made by the Board Members to keep themselves updated with the latest developments in areas.

The evaluation of performance of Board, it's Committees and of individual Directors was found to be highly satisfactory.

Meeting of Independent Directors: The Independent Directors of the Company have on 31 January, 2025 held a separate meeting without the attendance of Non-Independent Directors and members of the management for evaluation of the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company and for consideration of such other matters as required under the provisions of the Act and the Listing Regulations.

The statement pertaining to particulars of employees including their remuneration as required to be reported under 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 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] (the Rules) are provided in Annexure 5A to this Report. However, as per the provisions of Section 136 of the Act, the Reports and Accounts for the Financial Year 2024-25 are being sent to the Members and others entitled thereto, excluding this statement. The said statement is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

The disclosures as required under Section 197(12) of the Act, read with Rule 5(1) of the Rules are provided in Annexure 5B to this Report.

M/s. Lodha & Co. LLP, Chartered Accountants (Firm Registration Number: 301051 E/E300284), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 67th Annual General Meeting ('AGM') till the conclusion of the 72nd AGM of the Company.

The para wise responses of the management to the opinion/remarks/observations made in the Independent Auditors' Report on the financial statements of the Company for the year ended 31 March, 2025 are given below:

1. As regards the Qualified Opinion expressed by the Auditors in their Report under para (a) under the head 'Basis for Qualified Opinion' and its consequential references made in para nos. 2 (d), (e), (g) and 3 (i) under the head 'Report on

Other Legal and Regulatory Requirements' of their Report and para (I)(b) and (II)(a) of the Annexure A to the Auditors' Report of even date, attention is drawn to Note no. 49(a) of the Standalone Financial Statements, which are selfexplanatory;

2. With respect to the Qualified Opinion expressed by the Auditors in their Report under para (b) under the head 'Basis for Qualified Opinion, attention is drawn to Note no. 9.1 of the Standalone Financial Statement, which are selfexplanatory; and

3. On the Auditors' observation made in para (I)(a) of the Annexure A to the Auditors' Report of even date, your Directors wish to inform that all necessary steps are being taken to regularise the maintenance of proper records for furniture and fixtures.

During the year under review, the Auditors had not reported any fraud under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Company is required to maintain cost records for Pig Iron, DI Pipe, DI Fittings, CI Pipe, Coke, Sponge Iron, Power Generating units and Ferro Alloy Products - Prime Silicon Manganese and Prime Ferro Silicon for every Financial Year, as specified by the Central Government under Section 148(1) of the Act, and accordingly, such accounts and records are made and maintained in the prescribed manner. Further, pursuant to Section 148 of the Act, read together with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to carry out audit of the cost accounting records of the Company. M/s. S G & Associates (Firm Registration Number: 000138), Cost Accountants, and M/s. Narasimha Murthy & Co., Cost Accountants (Firm Registration Number: 000042) were appointed as the joint Cost Auditors of the Company for Financial Year 2024-25.

The Cost Audit Report for the Financial Year 2023-24 was filed on 23 August, 2024.

For Financial Year 2025-26, M/s. S G & Associates, Cost Accountants, and M/s. Narasimha Murthy & Co., Cost Accountants have been re-appointed as joint Cost Auditors for all the applicable units and products of the Company. The remuneration proposed to be paid to them for the Financial Year 2025-26 requires ratification of the shareholders of the Company. In view of this, the ratification for payment of remuneration to the Cost Auditors is being sought at the ensuing AGM.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has approved appointment of M/s. MKB & Associates, (Firm Registration No: P2010WB042700), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditor of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM. The Report of the Secretarial Auditor for the financial year ended 31 March, 2025 is annexed herewith as Annexure - 6. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

In terms of the provisions of Section 138 of the Act, M/s. Chaturvedi & Co. (Firm Registration No: 302137E) were appointed as the Internal Auditor of the Company for the Financial Year 2024-25. The Audit Committee, in consultation with the Internal Auditor, formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews the Internal Audit Reports.

The Board of Directors of the Company, at their Meeting held on 10 May, 2025 have re-appointed M/s Chaturvedi & Co. as the Internal Auditor of the Company for the Financial Year 2025-26 on the recommendation of the Audit Committee of Directors of the Company under the provisions of Section 138 of the Companies Act, 2013.

During the Financial Year 2024-25, the Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014.

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in Note no. 53.1 to the Standalone Financial Statements of the Company.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at https://www.electrosteel.com/investor/extract-of- annual-return.php .

The Business Responsibility & Sustainability Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front, is annexed as Annexure 7 to this Report.

The Company has a zero-tolerance policy for sexual harassment in the workplace. It has adopted a comprehensive policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions of the said Act, an Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. The Company has not received any complaint of sexual harassment during the Financial Year 2024-25.

The Company has entered into contracts/arrangements with the related parties during the Financial Year 2024-25, which were in the ordinary course of business and on arm's length basis. Thus, provisions of Section 188(1) of the Act were not applicable on the Company and the disclosure in Form AOC-2 is not required. However, your attention is drawn to the Related Party disclosure in Note no. 53 of the Standalone Financial Statements.

The Board has approved a policy for Related Party Transactions which has been hosted on the website of the Company. The web-link for the same is electrosteel.com/admin/pdf/1608020034Related-Party-Transaction-Policy.pdf . The Related Party Transactions, wherever necessary, are carried out by the Company as per this Policy.

There were no materially significant related party transactions entered into by the Company during the year, which may have a potential conflict with the interest of the Company at large.

The Company has a well-established Risk Management Policy to identify and evaluate business risks. This framework seeks to create transparency, minimise adverse effect on the business objectives and enhance Company's competitive advantage. The key business risks identified by the Company are economic risk, competition risk, industrial risk, environmental risk, foreign exchange risk, payment risk and interest rate risk, etc., and it has proper mitigation process for the same. The Audit Committee reviews this policy and evaluates the risk management systems of the Company, periodically. A statement indicating development and implementation of Risk Management Policy for the Company including identification of elements of risk, if any, is provided as a part of Management Discussions & Analysis Report at

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo required to be disclosed under Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure 8 and forms a part of this Report.

The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

During the year under review:

i) The Company had not entered into any one-time settlement with any Bank or any Financial Institution.

ii) The Board of Directors at their meeting held on 9 November, 2023 had approved the proposal for setting up of a 12 TPD Rubber Gasket Plant at Punganur, Chittor District, Andhra Pradesh. The commercial production for the above referred plant started from 28 November, 2024.

iii) The Company had carried out a planned shutdown of its MBF production facility and all other units at Srikalahasthi Unit for 5 days from 19 August, 2024 to 23 August, 2024 for annual maintenance work.

iv) The Company had also carried out a planned shutdown of its MBF production facility at Srikalahasthi Unit for 14 days from 26 December, 2024 to 8 January, 2025 for maintenance work.

Your Directors record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, Government authorities, and other business associates and stakeholders. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.