Earthstahl & Alloys Ltd Directors Report

Dear Members,

Your directors present the 16th Annual Report on business and operations of your Company for the financial year ended 31^st March 2025.

Financial Highlights (Rs.in Lakhs)

Particulars	2024-25	2023-24
Revenue (Net)	7227.64	8794.39
EBIDTA	447.84	618.84
Depreciation	258.73	215.27
Finance cost (Net)	113.89	92.61
Profit /(Loss) before tax	75.22	310.96
Tax Liability	(21.85)	(121.85)
Profit after tax	53.37	189.12

State of Company Affairs

The price realization of Cast Iron Lumps fell from Rs. 36,600 to Rs. 34,800 PMT. As against this the cost of production went up mainly due to increase in the electricity tariff. The power tariff was increased by the state distribution utility drastically from June 2024 by reducing load factor incentive from 25% to 10% and increase in the tariff by 25 paise per unit making operations unviable. We had taken shutdown during August and Sept. 2024 to utilise the period for maintenance of the plant. As a result, Production of CI Lumps fell from 17, 860 MTs to 14, 631MTs. In view of the losses across the industry, state govt. extended electricity subsidy for a period for 6 months from Oct. 2024 which was again withdrawn from April, 2025. Now Load factor Incentive has been restored but tariff has been increased by 15 paise per unit. Price of CI Lumps has fallen further. Production of Pipe fittings increased from 1050 to 1100 tonnes with stable price realization. The Company is exploring production of other value-added casting products.

Export

During the year, your Company exported pipe fittings worth Rs.27 lakhs.

Projects

The 132 KV power supply system and briquetting plant was commissioned in Oct. 2024. Request for restoration of tariff differential of 50 paise per unit (from 25 paisa) for 132 KV supply has been accepted partially by increasing it from 25 paise to 40 paisa per unit with effect from 1st July 2025. This will give much needed relief. The state government has changed policy for banking of solar power making it economically unattractive. Industry associations have made representation for relaxations to make it economically viable. As such we have deferred the plan to install solar power project for long term sustainable viability of Cast Iron production.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2024-25 in the Statement of profit and loss. Accordingly, no amount has been transferred to reserves.

Dividend

In view of the financial performance and commitments for business of the Company, your directors do not recommend any dividend for the year ended March 31, 2025.

Change in Nature of Business

There was no change in the nature of the business of the Company.

Material Changes and commitment occurred after the end of financial year and up to the date of Report

There are no material changes and commitments affecting the financial position of the Company since close of the financial year.

Subsidiary Company, Associate Company, or Joint Venture Company

Your Company does not have any Subsidiary Company, Associate Company, or a Joint Venture Company. Accordingly, the disclosure requirement for subsidiary, controlled entities or joint ventures in Form/e-Form AOC-1 is not applicable to the Company.

Adequacy of Internal Control Systems

Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Companys Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management. An independent firm of CAs has been assigned work of internal audit. The report of independent auditors is reviewed by the audit committee and corrective actions are taken.

Deposits

The company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Chapter V of the Companies Act 2013 or Companies (Acceptance of Deposits) Rules 2014 applies. As such no particulars required under Rule 8(5)(v) of the Companies (Accounts) Rules 2014 are given.

As on 31st March 2025, the company has outstanding unsecured loan of Rs. 355.25 lakhs, from the Directors / related parties. Loans, Guarantees or Investments covered by Section 186 of the Companies Act, 2013 During the year under review, your Company has neither provided any loan or guarantee, nor made any investment covered by Section 186 of the Companies Act, 2013.

Policy on remuneration of directors

The Company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy is approved by the Nomination & Remuneration Committee of the Company and has been uploaded on the Companys website and can be accessed at the https://earthstahl.com/wp- content/uploads/2023/08/Nomination-and-Remunerati-on-Policy.pdf.

The Company, with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

Directors & Key Managerial Personnel

- Appointment/Resignation of Directors: There has been no change in the composition of the Board of Directors of the Company during the year ended 31st March 2025.

- Retirement by Rotation: In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Ravi Thakurdasji Laddha (DIN:00008358), Director will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The Board proposes his reappointment to the members.

- Appointment / Resignation of Key Managerial Personnel: There has been no instance of appointment / resignation of Key Managerial Personnel in the Company during the year ended 31st March 2025.

Meetings

During the financial year 2024-25, a total of 04 (four) meetings of the Board of Directors were held.

Board evaluation

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others. Pursuant to the provisions of the Companies Act, 2013 and rules made there under and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried an annual performance evaluation of its own performance, all the committees of Board and the directors individually including Chairman and Independent Directors in accordance with the criteria of evaluation approved by Nomination & Remuneration Committee.

Outcome of Evaluation: Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

Director Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby States;

(a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the company for the year under review; (c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) That the Directors have prepared the annual accounts on a going concern basis; (e) That 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;

(f ) That 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;

Independent Directors Declaration

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made there under and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of the Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

Audit Committee

In compliance with the provisions of Section 177 of the Act, the Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditor of the Company are regular invitees at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the ‘Limited Review of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Companys accounts and other related matters. The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015.

The Company Secretary acts as the Secretary to the committee. The composition of the Audit Committee as at March 31, 2025 was as under:

Name of Member	Membership	Category
Surendra Kumar Jain	Chairman	Independent Director
Vinod Kumar Arora	Member	Independent Director
Prawin Somani	Member	Whole-Time Director

Nomination & Remuneration Committee

In compliance with the provisions of Section 178 of the Act, the Board has constituted the Nomination and Remuneration Committee ("NRC"). The composition of NRC as on March 31, 2025 was as under:

Name of Member	Membership	Category
Vinod Kumar Arora	Chairman	Independent Director
Surendra Kumar Jain	Member	Independent Director
Ravi Thakurdasji Laddha	Member	Non-Executive Director

Nomination & Remuneration Policy

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The details of criteria for making payment to Whole Time Directors, Non-Executive and Independent Directors are provided under the Nomination and Remuneration Policy of the Company. The objectives of the Nomination and Remuneration Policy of the Company is to ensure the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and qualify requirement to run the Company successfully. Further, policy for remuneration to the Directors, Key Managerial Personnel and Senior Management provides for balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The said policy is available on the website of the Company at https://earthstahl.com/wp-content/uploads/2023/08/ Nomination-and-Remunerati-on- Policy.pdf.

Remuneration to Whole-time Directors:

The Remuneration/Commission etc. to be paid to Whole-time Directors, etc. shall be governed as per the applicable provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the requisite approvals obtained from the Members of the Company as per the applicable provisions.

The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Whole-time Directors.

Remuneration to Non-Executive/Independent Directors:

- The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

- All the remuneration to the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013), in case of no profit or inadequate profit, shall be subject to limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

- An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share-based payment schemes of the Company.

- The Nomination and Remuneration Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share-based payments to be made to Directors (other than Independent Directors).

Remuneration to Key Managerial Personnel:

- The remuneration to Key Managerial Personnel shall consist of fixed pay and incentive, if any, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy, to the extent it is applicable to the Company.

- The Nomination and Remuneration Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share-based payments to be made to Key Managerial Personnel.

- The Fixed pay shall include monthly remuneration, employers contribution to provident fund, contribution to pension fund, gratuity benefit, pension schemes, if any, etc. as may be decided from time to time considering market condition, inflation, qualification and experience of the concerned key managerial personnel.

- The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel, to be decided annually or at such intervals as may be considered appropriate.

Statutory Auditors

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory Auditors have issued Audit Report with unmodified opinion on the Financial Statements of the Company for the year ended 31st March 2025. The Notes on the Financial Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f ) of the Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees.

The existing Statutory auditors, having completed maximum permitted tenure under the Companies Act, 2013, had retired at the end of the previous Annual General Meeting. Further, the Board of Directors on the recommendation of the Audit Committee, had proposed to appoint M/s. O P Bagla & Co. LLP, Chartered Accountants, (Firm Registration No. 000018N/ N500091; PR No. 014112) as Statutory Auditors of the Company for a period of first term of 5 years. The same was approved by the members of the Company at their Annual General Meeting held during the F.Y. 2024-25.

Secretarial Auditors

The Board had appointed M/s. S.G. Kankani & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25. Form IEPF 2 couldnt be filed because of technical glitch faced in filing. The company has raised the ticket with MCA to resolve the issue. No amount is due for transfer to Investor Education & Protection Fund.

In relation to 1 (one) day delay in furnishing Prior Intimation of Board meeting to the Stock Exchange under Reg. 29 of the SEBI (LODR) Regulations 2015, the same was not filed due to oversight, and utmost care will be taken to prevent such occurrences in all the upcoming filings of the Company.

The Secretarial Audit Report is annexed as ‘Annexure-A to this Report.

Explanations on Qualifications/Adverse remarks contained in the Audit Report

There were no qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.

No instances of were noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

Risk Management Policy

The Company has developed and implemented risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the company. The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that your Company is willing to take.

Corporate Social Responsibility (CSR)

Provisions of Corporate Social Responsibility as prescribed under section 135 of the Companies Act 2013 are not applicable to the company as it doesnt meet any of the criteria stipulated therein. Accordingly, the CSR Reporting under ‘The Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company for the year.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to provide a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions.

Further, disclosure of number of complaints are as under:

Particulars	no. of complaints
a. number of complaints of sexual harassment received in the year (2024-25)	0
b. number of complaints disposed off during the year (2024-25)	0
c. number of cases pending for more than ninety days (2024-25)	0

Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo (A) Conservation of Energy

(i) the steps taken or impact on conservation of energy	The company has installed briquetting plant to achieve energy efficiency in furnace operation.
(ii) the steps taken by the company for utilising alternate sources of energy	-
(iii) the capital investment on energy conservation equipments	Nil
(B) Technology Absorption
(i) the efforts made towards technology absorption	-
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NA
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):	NA
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
(iv) the expenditure incurred on Research and Development.	NIL

(C) Foreign Exchange Earnings & Outgo

Particulars	Amount (Rs.in Lakhs)
Foreign Exchange earned in terms of actual inflows during the year	27
Foreign Exchange outgo during the year in terms of actual outflows	10

Statement under Rule 5(2) Of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below: The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2024-25, and the percentage increase in remuneration of each Director, Chief Financial Officer, and Company Secretary in the financial year 2024-25.

S. No.	Name of Director / KMP	Designation	% increase in Remuneration	Ratio of remuneration of each Director to median remuneration of employees
1.	Rajesh Somani	Whole-time Director	NIL	8.31
2.	Prawin Somani	Whole-time Director	NIL	12.72
3	Padma Somani	Whole-time Director	NIL	8.31
4.	Utsabanand Nath	CFO	15.99%	N.A.
5.	Akshat Sharma	Company Secretary	10.70%	N.A.

- The percentage increase in the median remuneration of employees in the financial year 2024-25 was 1.77 %.

- There were a total of 145 permanent employees on the rolls of Company as on 31.03.2025.

- Average % increase in the salaries of employees other than the managerial personnel in the last financial year, i.e. 2024-25 was 13.97% as against 7.17% increase in managerial remuneration for the same period.

- There is no increase in remuneration of Directors of the Company.

- It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

No employee was in receipt of remuneration from the Company amounting to Rupees One Crore Two Lakhs or more in aggregate, during the financial year 2024-25, if employed throughout the financial year or Rupees Eight Lakhs Fifty Thousand or more per month, if employed for a part of the financial year. None of the employees other than directors hold 2% or more of the equity shares of the Company. The statement containing names of top Ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 is furnished as below:

Sr. No. Name of Employee	Designation	Salary per annum (in _ lakh)	Qualification	Experience (in years)	Date of joining	Age (in years)	Last Employment	Names of Directors to whom employee is a relative
1 Mr. Prawin Somani	Whole-time Director	18.00	Senior Secondary	20 years	01-04-2022	50	--	Brother of Mr. Rajesh Somani
2 Mr. Rajesh Somani	Whole-time Director	12.00	B.Com	28 years	01-09-2022	56	--	Brother of Mr. Prawin Somani and spouse of Mrs. Padma Somani
3 Mrs. Padma Somani	Whole-time Director	12.00	B.A.	18 years	02-01-2023	56	--	Spouse of Mr. Rajesh Somani
4 Mrs. Swati Laddha	General Manager	12.00	B.E. Computer Science	30 years	01-08-2022	49	--	Spouse of Mr. R.T. Laddha
5 Mr. Utsabanand Nath	CFO	12.60	B.Com	31 years	02-01-2023	54	Fortune Metaliks Ltd.	-
6 Mr. Mukesh Lal Shrivastava	Plant Head	12.00	B.Tech Mechanical	21 years	01-04-2020	46	Indo Rama Synthetics Ltd.	-
7 Mr. K Srinivasa Ravi*	Plant Head	10.50	Diploma in Metallurgical Engineering	26 Years	26-07-2024	50	Champion Alloys Limited Serenje, Zambia	-
8 Mr. Hemant Mishra	Head Production Manager -Foundry Site	7.86	B.Sc.	26 years	01-12-2018	52	Shivalik Steel & Power Pvt. Ltd.	-
9 Mr. Chandan Kumar Sinha	Lab Incharge cum Furnace Incharge – SAF Site	6.90	M.Sc.	18 years	13-04-2018	45	Shivam Iron and Steel Alloys Ltd.	-
10 Mr. Prince Kumar Singh	Head - Electrical	6.28	ITI	15 years	01-12-2020	37	V A Power Ltd.	-

*Note: Mr. K Srinivasa Ravi was employed in the Company for only a part of the year and has resigned from the Company w.e.f. 11.01.2025.

Vigil Mechanism

The Company has established a Whistle Blower Policy/ Vigil Mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https://earthstahl. com/wp-content/uploads/2023/08/vigil-Mechanism-policy.pdf.

Related Party Transactions

During the year under review, all related party transactions entered into by the Company, were at arms length and in the ordinary course of business to further the business interests of the Company. Prior approval of Audit Committee is obtained for related party transactions.

The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Also, there were no material related party contracts entered into by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form/ e-Form AOC-2 is not applicable to the Company for financial year 2024-25 and hence does not form part of this report. Details of related party transactions entered into by the Company have been disclosed in the notes to the financial statements forming part of this Report.

Annual Return

The Annual Return of Company for the F.Y. 2024-25 will be available on the Companys website at https://earthstahl.com/ annual-return/

Significant / material Orders passed by Court / Tribunal / Regulator

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Maintenance of Cost Records

During the year under review, the Company was required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records were made and maintained.

Compliance with Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Application / Proceedings pending under the Insolvency and Bankruptcy Code, 2016

Under the Insolvency and Bankruptcy Code 2016, no applications were made during the financial year 2024-25 by or against the Company, and there are no proceedings pending as at the end of the financial year.

Remuneration to MD / WTD from Holding / Subsidiary Company

The Company does not have any holding or subsidiary company. Hence, no question arises of payment of remuneration or commission to the Managing Director / Whole-time Director of the Company from the holding company or from the subsidiary company.

Change in Capital Structure / Voting Rights

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

Further, there were no instances of issuance of Sweat Equity Shares / Equity Shares with differential voting rights / Employee Stock Option Scheme during the year.

One-time Settlement and valuation thereof

The Company has not made any one-time settlement with any of its lenders.

Compliances under Maternity Benefit Act 1961

The Company is in compliance with the applicable provisions of the Maternity Benefit Act 1961.

Acknowledgment

The Board takes this opportunity in expressing their gratitude towards the bankers to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders and employees of the Company.