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.

FINANCIAL RESULTS (Rs. in Crore)

DIVIDEND

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 .

INVESTOR EDUCATION AND PROTECTION FUND

Transfer of Dividend to Investor Education and Protection Fund

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).

Transfer of Shares to the Demat Account of Investor Education and Protection Fund Authority

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 2016¬
17 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.

TRANSFER TO RESERVES

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

OPERATIONS

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.

MATERIAL CHANGES AND COMMITMENTS

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.

MANAGEMENT DISCUSSION AND ANALYSIS

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.

FUTURE PROSPECTS

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.

SHARE CAPITAL

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.

CREDIT RATING

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

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.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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.

DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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.

REPORT ON CORPORATE GOVERNANCE

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.

MEETINGS OF THE BOARD

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.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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.

DIRECTORS' RESPONSIBILITY STATEMENT

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.

INDEPENDENT DIRECTORS
Declaration by Independent Directors

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.

DETAILS OF BOARD COMMITTEES AND ADOPTION OF POLICIES

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.

Vigil Mechanism Policy

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 .

Nomination and Remuneration Policy

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 .

Corporate Social Responsibility Policy

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.

Policy on Board Diversity and Succession Planning for the Board of Directors and Senior Management

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.

FORMAL ANNUAL EVALUATION OF PERFORMANCE

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.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL ('KMP') AND
PARTICULARS OF EMPLOYEES

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.

AUDITORS AND AUDITORS' 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 self¬
explanatory;

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 self¬
explanatory; 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.

MAINTENANCE OF COST RECORDS AND AUDIT THEREOF

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.

SECRETARIAL AUDITOR

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.

INTERNAL AUDITOR

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.

PUBLIC DEPOSITS

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.

LOANS, INVESTMENTS, GUARANTEES & SECURITIES

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.

ANNUAL RETURN

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 .

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

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.

RELATED PARTY TRANSACTIONS

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.

RISK MANAGEMENT POLICY

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

Annexure 1 which forms a part of this Report.

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

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.

DISCLOSURE ON THE COMPLIANCE OF SECRETARIAL STANDARDS

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).

OTHER DISCLOSURES

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.

ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Directors
Umang Kejriwal Sunil Katial

Place: Kolkata Managing Director Whole-time Director and CEO

Date: 10 May, 2025 DIN : 00065173 DIN : 07180348