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To, The Members

Your Directors have pleasure in presenting the 39 ^th Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended on 31^st March, 2025.

The standalone financial performance of the Company for the year ended on 31 ^st March, 2025 is summarized below:

(Rs. In Crore)

The Company is engaged in the business of manufacturing induction furnaces, TMT Bars, Ductile Iron Pipes (DI Pipes), Electric Vehicles, Transformers etc.

During the year ended on 31^st March, 2025, the total income of the Company was Rs. 4122.92 Crore compared to 4275.84 Crore of previous financial year. The Profit before Finance Depreciation and Amortisation was Rs. 379.59 Crore as to Rs. 424.28 Crore of previous financial year. The net profit the current financial year was Rs. 428.60 Crore as compared to Rs. 319.43 Crore of previous financial year. A detailed analysis of performance for the year is included in the Management Discussion and Analysis, which forms part of this Annual Report.

During the financial year, there was no change in the nature of business carried out by the Company.

During the financial year under review, no amount has been transferred to the General Reserve.

In view of accumulated losses during the previous financial years and fund requirements, the Board of Directors of the Company do not recommend any dividend on Equity Shares and on Preference Shares for the year ended on 31^st March, 2025.

There are no material changes and commitments, affecting the for 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 the report.

The consolidated financial statements of the Company for the financial year 2024-2025 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations, 2015"), which form part of this Annual Report.

The Company has the following subsidiaries / joint venture companies as on 31^st March, 2025:

1. Hans Ispat Limited

2. Electrotherm Services Limited

3. Shree Ram Electro Cast Limited

4. Jinhua Indus Enterprises Limited

5. Jinhua Jahari Enterprises Limited (Step-down Subsidiary Company)

6. Bhaskarpara Coal Company Limited (Joint Venture Company) Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statement including the highlights of the performance of the subsidiary / joint venture companies in Form AOC-1 is attached as "Annexure – A" to this Report.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries / joint venture companies, are available on the website of the Company at https://www.electrotherm. investors/annual-reports.

Further, during the financial year 2024-2025, the Company has sold entire stake (i.e. 80.49%) in ET Elec-Trans Limited on 13 ^th November, 2024. Consequently, ET Elec-Trans Limited ceased to be subsidiary of the Company. Except this, none of the companies have become or ceased to be subsidiaries, joint ventures or associate companies during the financial year 2024-2025.

During the financial year 2024-2025, four (4) Board Meetings were held. Details of the composition of the Board and its Committees and meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Shailesh Bhandari 00058866), retires by rotation at the ensuing Annual Meeting and being eligible, offers himself for re-appointment.

During the year 2024-2025, an ordinary resolution related "Continuation of Directorship of Mr. Mukesh Bhandari (DIN: 00014511) as a Non-Executive Director of the Company" in terms of Regulation 17(1D) of the SEBI LODR Regulations, 2015 placed at the 38^th Annual General Meeting of the Company held on Thursday, 12^th September, 2024, did not pass with requisite majority. As such, Mr. Mukesh Bhandari (DIN: 00014511) ceased to be a Non-Executive Director / Director of the Company with effect from the date of 38^th Annual General Meeting i.e. 12 ^th September, 2024.

Further, on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, in their meeting held on 10^th April, 2025, approved the appointment of Mr. Tushar Jani (DIN: 06745225) as an Additional Director to hold office up to the date of next Annual General Meeting or General Meeting to be convened within 3 months from the date of appointment, whichever is earlier, pursuant to the provisions of Section 161 of the Companies Act, 2013 ("Act") and Regulation 17(1C) of the SEBI LODR Regulations, 2015.

Further, pursuant to the provisions of Section 196, 197 and 200 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Tushar Jani (DIN: 06745225) was appointed as a Whole-time Director of the Company for the period of three years commencing from 10^th April, 2025 and concluding 09^th April, 2028, subject to the approval of the shareholders in ensuing General Meeting. The Shareholders of the Company, approved the appointment of Mr. Tushar Jani (DIN: 06745225) a (i) a Director, liable to retire by rotation Time Director of the Company for a period of three years commencing from 10^th April, 2025 and concluding on 9^th April, 2028, by passing ordinary resolutions through postal ballot on 27^th June, 2025.

During the financial year 2024-2025, Mr. Chirag Shah resigned as a Chief Financial Officer of the Company with effect from 12^th April, 2024. Mr. Amit Kumar Patwarika was appointed as a Chief Financial Officer of the Company with effect from 11 ^th February, 2025.

Further, Mr. Harish Mukati was appointed as a Chief Executive Officer (Steel Division) with effect from 14 ^th November, 2024. Except above, there was no change in the Key Managerial Personnel during the year under review.

Further, Mr. Tushar Jani has been appointed as a Whole Time Director of the Company with effect from 10^th April, 2025. As on the date of the report, following are Key Managerial Personnel ("KMP") of the Company as per Section 2(51) and/ or Section 203 of the Companies Act, 2013:

Mr. Shailesh Bhandari (DIN: 00058866) - Executive Vice Chairman

Mr. Suraj Bhandari (DIN: 07296523) - Managing Director

Mr. Tushar Jani (DIN: 06745225) Whole Time Director

Mr. Fageshkumar R. Soni Company Secretary

Mr. Harish Mukati Chief Executive Officer (Steel Division)

Mr. Amit Kumar Patwarika Chief Financial Officer

The Company has received declaration of Independence as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations, 2015 from all Independent Directors confirming that they meet the criteria of independence and not disqualified from appointment / continuing as an Independent Director and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Further, pursuant to Companies (Creation and Maintenance of databank of Independent Directors) Rules 2019, Independent Directors registered their name in the Independent Director’s Databank.

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI LODR Regulations, 2015, the Nomination and Remuneration Committee has carried out the annual evaluation of performance of the Board and its Committees and the Board of Directors has carried out the annual evaluation of the performance of individual directors. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient aspects of the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Annual Report. The said policy is available on the website of the Company at https:// www.electrotherm.com/investors/codes-and-policies.

Particulars of investment made, loan and guarantee given as covered under the Section 186 of the Companies Act, 2013, has been provided in the Note No. 5, 6 & 32 of the notes to the financial statements which form part of this Annual Report.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. The Board of Directors on the recommendation of CSR Committee had approved the Corporate Social Responsibility Policy. The CSR Policy is available on the website of the Company at https://www. electrotherm.com/investors/codes-and-policies. The composition and terms of reference of the CSR Committee are detailed in the enclosed Corporate Governance Report.

The Annual Report on CSR Activities during the financial year 2024-2025 forming part of this Board’s Report is annexed herewith as "Annexure – B" to this report.

The Company has entered into related party transactions on arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company’s website at https://www. electrotherm.com/investors/codes-and-policies.

There are no materially significant related party transactions that Performance: may have potential conflict with interest of the Company at large. The details of transactions with related parties for the financial year ended on 31^st March, 2025 is given in Note No. 44 of the financial statements which is part of this Annual Report of the Company.

During the financial year 2024-2025, the Company has not accepted any deposit within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no outstanding deposits as on 31^st March, 2025.

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit or loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis;

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

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

? Statutory Auditor:

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh Prakash Shah & Co., Chartered Accountants (Firm Registration No. 127614W), Ahmedabad, were appointed as Statutory

Auditor of the Company at the 36^th Annual General Meeting held on 31^st August, 2022 for a second term of five (5) years beginning from the conclusion of the 36^th Annual General Meeting ^st Annual General Meeting to be held in the year 2027.

? Auditors’ Report:

In the Independent Auditors’ Report for the year ended on 31^st March, 2025, there are certain matters of emphasis related to

(a) Note No 15(c), 15(f), 15(g) and 36 in respect of non-payment of Installments and Interest due, terms and conditions of the settlement agreement prescribing for restoration of loan amount to the original amount in case of default on account of non-compliance of said terms and conditions and treatment in the books of accounts of the assignment / settlement of debts of Asset Reconstruction Company (ARC) and Bank.

(b) Note No 18 which describes the redemption of non-cumulative redeemable preference shares amounting to Rs 12.00 Crore that were due for redemption. The Company has filed a petition under Section 55(3) of the Companies Act, 2013, before the Hon’ble National Company Law Tribunal (NCLT) seeking approval for issue of Non-cumulative Redeemable Preference Shares to the existing preference shareholders of the amount equivalent to the amount of the unredeemed preference shares on the same terms and the matter is currently pending for further consideration.

(c) Note No 32(a), 37 and 41 in respect of pending enquiries / notices / summons / litigation recovery / fraud proceedings against the Company and the Directors of the Company.

(d) Note No 37(d)(iii) in respect of search conducted by Directorate of Enforcement, Zonal Office, Ahmedabad (ED) at the Corporate Office & the company at Palodia and at the residence of Mr. Shailesh Bhandari on January 10, 2025 and consequent order of freezing certain bank accounts and vehicles by the ED.

(e) Note No 39(b) in respect of confirmation / reconciliation of few accounts of "Trade Receivables", "Trade Payables", "Advance from Customers", Advances Recoverable in Cash or Kind", and "Advance to suppliers and other parties".

(f) Note no. 43 which describes the execution of a Family Settlement Agreement (FSA) among the members of the Bhandari Family, who are part of the promoter group/shareholders of the Company. The agreement seeks to resolve inter se family and business matters and potentially result in changes to the shareholding and control of group entities.

The relevant Notes to accounts related to these matters of emphasis are self-explanatory.

With regard to the qualification in the Independent Auditors’ Report in reference to Note No. 38 of non-provision of interest on NPA accounts of bank, on approximate basis of Rs. 131.80 Crores, for the year under consideration and total amount of such unprovided interest till date is Rs. 916.51 Crores, the Board of Directors submits that the loan account of the Company have been classified as Non-Performing Assets (NPA) by Rare Asset Reconstruction Limited (being debt assignee of Indian Overseas Bank) and the said Bank / ARC has not charged interest on the said account and therefore provision for interest has not been made in the books of accounts.

? Cost Auditor

M/s. V. H. Savaliya & Associates, Cost Accountants, Ahmedabad, appointed as Cost Auditor, to conduct the cost audit of the Company for the financial year ending on 31^st March, 2025.

Further, pursuant to the consent and certificate received from M/s. V. H. Savaliya & Associates, Cost Accountants, Ahmedabad (Membership No. 13867, FRN: 100346) and as per Section 148 and other applicable provisions if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has on the recommendation of Audit them as Cost Auditor, to conduct the cost audit of the Company for the financial year ending on 31 ^st March, 2026, at a remuneration as mentioned in the notice convening the Annual General Meeting, subject to ratification of the remuneration by the Members of the Company.

Maintenance of cost records as specified by the Central Government under sub-section Companies Act, 2013, is applicable to the Company and accordingly such accounts and records are made and maintained by the Company.

? Secretarial Auditor:

Pursuant to the provisions of

Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ofand Regulation 24A of the SEBI LODR Regulations 2015, the Company has appointed M/s. Shyamsingh Tomar & Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2024-2025. The Secretarial Audit Report in Form No. MR-3 is annexed herewith as "Annexure – C" to this report. With regard to Board of Directors submits as under:

(a) With regard to non-appointment of Chief Financial Officer (CFO): The Company was in process to identify the suitable candidate for the said post and appointed Mr. Amit Kumar Patwarika as a Chief Financial with effect from 11^th February, 2025. Upon the appointment of CFO, the Company is in compliance with the provisions of and Regulation 26A of the SEBI LODR Regulations, 2015.

(b) With regard to composition of the Board with less than six Director: The Company was in process to find suitable person to be appointed as a Director on the Board of the Company and thereafter, appointed Mr. Tushar Jani (DIN: 06745225) as Whole Time Director with 10^th April, 2025. Upon the appointment of a Director, the Company is in compliance with the provisions of Regulation 17(1) of the SEBI LODR Regulations, 2015.

Further, pursuant to Regulation 24A of the SEBI LODR Regulations, 2015, subject to approval of the Shareholders in the ensuring Annual General Meeting, M/s. Bharat Prajapati & Co. Practising Company Secretaries, Ahmedabad (Membership No. FCS 9416 & COP No. 10788), a peer reviewed firm (Peer Review Certificate No. 2367/2022) been appointed as Secretarial Auditor of the Company to hold office for a period of five consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30. The approval of the shareholder is being obtained in the 39^th Annual General Meeting (AGM).

The information required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in "Annexure – D" which forms part of this Annual Report.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in "Annexure – E" to this Annual Report.

The composition, terms of the reference, number of meetings and attendance at the Audit Committee meetings held during financial year 2024-2025 are covered in the enclosed Corporate Governance Report.

As on 31^st March, 2025, the Audit Committee consists of

(i) Mr. Pratap Mohan, Independent Director as a Chairman

(ii) Mr. Dinesh Mukati, Independent Director as a Member and

(iii) Ms. Nivedita R. Sarda, Independent Director as a Member.

The Risk Management covers various criteria for identification of key risk, action plans to mitigate those risks, review and reporting of identified risks on periodical basis etc.

In the opinion of the Board of the Directors of the Company, there are elements of risks in the nature of various legal cases including for recovery of dues and attachment of certain properties which may threaten the existence of the Company.

Presently, there are certain significant andmaterialorderspassed (Prevention, Prohibition and by the regulator / court / tribunal which may impact the Company and its operations in future as mentioned in Note No. 37 & 41 of standalone financial statements which is part of this Annual Report.

In compliance with the provisions of SEBI LODR Regulations, 2015, a separate report on Corporate Governance along with a certificate from a Practicing Company Secretary regarding the status of compliance of conditions of corporate governance forms a part this Annual Report.

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated Whistle Blower Policy / Vigil Mechanism in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI LODR Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details of the Whistle Blower Policy / Vigil Mechanism are explained in the Corporate Governance Report. The Whistle Blower Policy / Vigil Mechanism is available on the website of the Company at https://www.electrotherm.com/ investors/codes-and-policies.

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of the SEBI LODR Regulations, 2015, Management Discussion and Analysis Report is annexed after the Board’s Report and form a part of this Annual Report.

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the Annual Return in form of Form MGT - 7 as on 31^st March, 2025 is available on the website of the Company at https:// www.electrotherm.com/investors/annual-reports.

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size, scale and complexity of the Company and the nature of business of the Company.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

The Company is committed to provide a work environment that ensures every employee is treated with dignity, respect and afforded equal treatment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace Redressal) Act, 2013 and during the financial year, there was no complaint of sexual harassment received or disposed off or case pending for more than ninety days.

a) During the financial year 2024-2025, there was no change in authorized share capital, subscribed and paid-up share capital of the Company. Also, there was no reclassification / sub-division in authorized share capital of the Company.

b) There was no reduction of share capital or buy back of shares or change in capital resulting from restructuring.

c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

d) The Company has not issued sweat equity shares to its directors or employees.

e) The Company does not have any Employees Stock Option Scheme for its Employees / Directors.

f) During the financial year 2024-2025, the Company has not made allotment of any securities and as such, the requirement for obtaining credit rating was not applicable to the company.

g) The Company has filed petition under Section 55(3) of the Companies Act, 2013, before the Hon’ble National Company Law Tribunal (‘NCLT’), Ahmedabad Bench, on 11^th March, 2025, for approving issuance of 6% Non-Cumulative Redeemable Preference Shares ("NCRPS") of 10/- (Rupees Ten Only) each, to the existing NCRPS holders, of amount equivalent to the amount of Unredeemed Preference Shares of Rs. 12,00,00,000/- (Rupees Twelve Crore Only) on the same terms of existing 6% NCRPS, in lieu of the unredeemed preference shares; and on the issue of such further Redeemable Preference Shares, original Unredeemed Preference Shares shall be deemed to have been redeemed. The said petition is pending for further consideration. Necessary adjustment with respect to issue of NCRPS will be made upon approval by the Hon’ble NCLT.

h) There is no money lying to unpaid / unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government.

i) The Auditor has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

j) The details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable, as there was no valuation done at the time of one time settlement with Bank/Financial

k) During the financial under the Insolvency and Bankruptcy Code, 2016 ("IBC 2016") by the Company and no proceedings are pending under IBC 2016 against the Company.

l) The Company follows the compliance of the provisions relating to the Maternity

m) During the financial year a letter from Mr. and Mr. Shailesh Bhandari and his family members (Members of Promoter and Promoter group) about the execution of Family Settlement Agreement amongst the Bhandari Family. The Company has submitted the required disclosure to the Stock Exchanges under Regulation clauses 5 and 5A of Para A of Part A of Schedule III to the SEBI LODR Regulations, 2015 and SEBI Master Circular dated 11^th November, 2024.

Your Directors wish to place on record their valuable co-operation and support received from the customers and suppliers, various financial authorities, auditors and shareholders during the year under review. Your Directors also wish to place on record their deep Executives, sense of appreciation for the devoted services of the Staff and Workers of the Company.

For and on behalf of the Board of Directors