EICL Ltd Directors Report

Boards Report

To the Members,

The Board of Directors is pleased to present the 61^st Annual Report of the Company, together with the Audited Financial Statements for the Financial Year ended 31 March, 2025.

FINANCIAL SUMMARY

The Companys financial performance for the Financial Year ended 31 March, 2025, is summarized as under:

			(Rs. in lacs)
Particulars	Consolidated		Standalone
	Year ended		Year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Revenue	17,096	15,559	15,887	14,560
Profit/(loss) before depreciation, interest and tax	1,996	1,972	1,817	1,875
Profit/(Loss) before tax and exceptional items	770	745	678	723
Gain/(Loss) on Exceptional items	(342)	-	(342)	-
Profit/(loss) before tax	428	745	336	722
Tax expenses/(income)
- Current tax	-	(2)	-	(2)
- Deferred Tax	(111)	380	(124)	374
Profit/(Loss) after tax for the year	539	367	460	350
Comprehensive Income (net of tax) for the year	10	4	10	4
Total Comprehensive Income for the year	549	371	470	354
Surplus brought forward from the previous year	5,281	4,914	5,665	5,315
Balance available for appropriation	4,815	5,281	5,120	5,665
Surplus carried forward to next years account	4,815	5,281	5,120	5,665

RESERVES

The Board of Directors has not proposed any transfer to the General Reserve out of the profits for the Financial Year under review.

DIVIDEND

The Board of Directors has recommended a dividend of 25% for the Financial Year ending 31 March, 2025.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year under review, as defined under Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31 March, 2025, the Company has one subsidiary. The performance details of the said subsidiary are provided below:

Kaolin India Private Limited ("KIPL")

Kaolin India Private Limited ("KIPL"), a wholly-owned subsidiary of the Company, operates a manufacturing facility located in Bhuj, Gujarat, and is engaged in the production and sale of kaolin products. For the Financial Year 2024-25, KIPL reported net sales of Rs.2,021 lakhs, as compared to Rs.1,903 lakhs in the previous year. The Company recorded a net profit of Rs.80 lakhs during the year under review, reflecting a significant improvement from Rs.19 lakhs in the preceding year.

The subsidiarys operational performance demonstrated improvement during the year, attributable to additional capital expenditure, which enabled the production of higher-value products and a more optimized product mix. Efforts are ongoing to further enhance the plants efficiency by increasing production and sales volumes, thereby supporting long-term profitability.

A statement containing the salient features of the financial statements of the subsidiary, in the prescribed Form AOC-1, is annexed as Annexure-C and forms part of this Annual Report in accordance with Section 129(3) of the Companies Act, 2013. The audited financial statements of the subsidiary are available for inspection at the Registered Office of the Company on all working days between 10:00 a.m. and 12:00 noon up to the date of the ensuing Annual General Meeting ("AGM").

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, along with relevant documents and the separate audited financial statements of the subsidiary, are also accessible on the Companys website at www.eicl.in/investors.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company for the Financial Year ended 31 March, 2025 have been prepared in accordance with the applicable provisions of the Companies Act, 2013, including the Indian Accounting Standards (Ind AS) as specified under Section 133 of the Act. The audited Consolidated Financial Statements, along with the Auditors Report thereon, form part of this Annual Report. The Statutory Auditors have issued an unqualified opinion on the said financial statements.

With respect to the consolidated performance during the year under review, the Company reported total revenue of Rs.17,096 lakhs for the Financial Year ended 31 March, 2025, as compared to Rs.15,559 lakhs in the previous year. The net profit for the year stood at Rs.549 lakhs, against Rs.371 lakhs recorded in the preceding Financial Year.

STATE OF THE COMPANY AFFAIRS/CHANGES IN THE NATURE OF BUSINESS, IF ANY.

The Company has been able to operate only one of its manufacturing units, situated at Thonnakkal, Thiruvananthapuram, and that too on a partial scale, owing to the constrained supply of raw material (clay) from its captive mines over the past five years. The other plant, located in the Veli area, has remained non-operational since August 2020 due to the continued non-availability of raw material. The Company is currently extracting clay only from two smaller mining blocks at Thonnakkal, which have the necessary statutory clearances from the relevant government authorities. However, operations at the larger mining areas located at Veiloor and Mullassery could not be commenced, as requisite mining approvals from the Government of Kerala are still awaited.

The Company has been actively and consistently engaging with the concerned regulatory authorities to obtain the necessary clearances for the additional mining areas held by it. The Company remains optimistic that such approvals will be granted in the near future. Receipt of these approvals will significantly enhance the Companys ability to mine and supply raw material to both of its plants, thereby improving their capacity utilization levels—an essential prerequisite for restoring and sustaining the commercial viability of operations in Kerala. Historically, EICL has been a prominent manufacturer of value-added clay products and has catered to several large industrial customers in India and abroad, primarily in the paint and paper sectors, and additionally in industries such as tyres, rubber, and others. Owing to limited domestic supply, several key customers have been compelled to meet their requirements through imports. An increase in the Companys domestic production would not only aid in conserving valuable foreign exchange but also contribute meaningfully to local employment generation.

In light of the above, during the Financial Year under review, the Board of Directors approved the recommencement of partial operations at the Veli Unit. Given that the said unit had remained shut for over four years, the Board also sanctioned an additional capital investment of Rs.10 crore towards refurbishment of buildings, plant and machinery, and the requisite incremental working capital to restore operations at the site. Pursuant to completion of the refurbishment exercise, the Veli Unit commenced partial operations with effect from September 2024. As on date, both the manufacturing units located in Thiruvananthapuram are operational, although operating at suboptimal capacity levels due to the limited availability of raw material. The Company intends to increase capacity utilization at both units once the requisite mining approvals are secured.

In order to mitigate the ongoing risk associated with raw material constraints, the Company, through its wholly owned subsidiary in Bhuj, Gujarat, has previously established a manufacturing facility with an approximate installed capacity of 40,000 TPA for refined kaolin products. During the year, further capital expenditure was incurred at this unit with the objective of enhancing the product mix, thereby supporting improved profitability.

With respect to assets held for sale, the Company was able to complete the sale of a portion of its landholding in Shimoga, Karnataka during the year under review. The sale of the remaining land parcels is expected to be concluded within the current Financial Year, which would further augment the Companys cash flow position.

As regards the "Emphasis of Matter" noted by the Statutory Auditors in their Audit Report, the Board confirms that a clearly articulated plan is in place to secure the requisite mining approvals, as detailed in the preceding paragraphs.

Further, the Statutory Auditors have not made any qualification, reservation, adverse remark, or disclaimer in their Report that requires any specific comment or explanation from the Board of Directors.

ENVIRONMENT, HEALTH, AND SAFETY

The Companys manufacturing facilities are governed by a comprehensive "Environment, Health and Safety Policy" and are certified under ISO 14001:2015 and ISO 45001:2018 Management System Standards. A robust set of safety guidelines is in place to identify and mitigate unsafe practices or hazardous conditions within the Companys premises. These protocols form the foundation of a safe and incident-free workplace.

The Company has undertaken the following key Environment, Health, and Safety (EHS) initiatives at its manufacturing units:

1. Rainwater Harvesting: Implementation of a rainwater harvesting project at the Kerala plant to support sustainable water management.

2. Safety Training and Awareness Drives: Regular safety campaigns and training programs are conducted to enhance employee awareness and promote adherence to workplace safety norms.

3. Promotion of a Safety-Positive Culture: Equal emphasis is placed on both procedural and behavioral aspects of safety to foster a culture aimed at achieving zero workplace accidents.

4. Enhanced Monitoring and Audits: Increased focus on safety- related training, observations, and periodic audits, including internal safety audits.

5. Hazard Identification and Risk Assessment: Continuous identification and assessment of safety hazards, near-miss incidents, and high-risk zones through dedicated safety management audits.

6. Employee Engagement Initiatives: Employees are encouraged to actively participate in safety week celebrations through creative activities such as poster-making, slogan writing, poetry, and essay competitions. Participation is preceded by a formal safety oath.

7. Annual Health Check-ups: Comprehensive annual medical examinations are conducted for all officers to ensure employee well-being.

All of the above EHS measures have been effectively implemented across the Companys operational units.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company holds multiple mining leases over land parcels located at Thonnakkal, Veiloor, Mullassery, and other regions in Thiruvananthapuram, Kerala, granted over various periods from 1994 to 2008. Mining operations in the Veiloor region had been suspended pursuant to a judgment passed by the Honble High Court of Kerala. Following full compliance with the directives set forth in the said judgment, the Company has been actively pursuing the issuance of environmental clearances and mining approvals from the Government of Kerala for the additional mining areas under lease. These applications are currently at various stages of regulatory processing.

Presently, the Company is operational at two smaller mining blocks in Thonnakkal, which have all requisite statutory approvals. However, due to the restricted supply of raw material, only partial operations are being conducted at the Thonnakkal unit. During the Financial Year under review, the Company also recommenced partial operations at its Veli unit, which had remained closed since August 2020.

The sustained viability and long-term growth of the Companys manufacturing operations in Kerala are intrinsically linked to the timely grant of environmental and mining clearances for the larger leasehold areas. At this critical juncture, it is imperative that the Government of Kerala extend its support by facilitating the necessary approvals. Such regulatory clearances will enable the Company to enhance capacity utilization across both production units, thereby improving operating efficiencies and positively impacting financial performance.

The overall financial position of the Company remains stable and satisfactory.

With respect to the non-core land assets classified as "held for sale," the Company successfully concluded the sale of a substantial portion of its landholding in Shimoga, Karnataka during the year. The remaining land parcels are expected to be monetized in the near term, further strengthening the Companys liquidity position.

The manufacturing facility of the Companys wholly owned subsidiary in Bhuj, Gujarat continues to report favourable operational performance. During the year, the Company undertook additional capital expenditure to expand production volumes of higher-margin, value-added products. This investment is expected to further enhance the subsidiarys contribution to the overall profitability of the Group.

LEGAL CASES

The details of various pending legal matters involving the Company are disclosed in the notes to the financial statements forming part of the Annual Report for the Financial Year 2024-25.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) of the Companies Act, 2013, the final dividend unpaid/unclaimed for the Financial Year 2016-2017, 1^st interim dividend unpaid/unclaimed for the Financial Year 2017-2018 and the 2^nd interim dividend unpaid/unclaimed for the Financial Year 2017-18 has been transferred to the Investor Education and Protection Fund (IEPF) of the Central Government of India in August, 2024, January, 2025 and March, 2025 respectively. The details of shareholders unpaid dividend were already uploaded in the Companys website www.eicl.in.

In terms of Section 124(6) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, shares of the Company in respect of which dividend entitlements have remained unclaimed or unpaid for seven consecutive years or more, are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) of the Government of India, for which the Company has published notice through advertisement in widely circulated English Newspaper and in regional language and uploaded in the Companys website: www.eicl.in. Accordingly, during the Financial Year 2024-2025, the Company has transferred 32601 equity shares to the IEPF Authority. After this transfer as of 31-03-2025, the IEPF Authority is holding total of 146851 Equity Shares of the shareholders of the Company. After Financial Year 2024-25, on April, 2025 the Company has transferred 4388 Equity Shares to IEPF Authority.

The Final unpaid dividend of the year 2017-2018 and interim dividend declared as Final dividend of the Financial Year 2018-2019 will be transferred to IEPF in the month of August, 2025 and January, 2026 respectively.

The Members are requested to take note that unclaimed dividends to be claimed immediately to avoid the transfer of the shares to the IEPF Account. The shares transferred to the IEPF Account can be claimed back by the concerned members from IEPF Authority as per prescribed rules.

COMPOSITION AND NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company comprises individuals who are highly qualified and possess extensive experience and expertise in their respective fields.

In accordance with the statutory requirements and best governance practices, the Board convenes at least four meetings during each Financial Year. A calendar for the scheduled Board meetings is finalized at the beginning of every Financial Year. Additional meetings are held as and when necessary to address critical business matters.

During the Financial Year 2024-25, the Board met four (4) times on 06 May, 2024, 09 August, 2024, 05 November, 2024, and 07 February, 2025.

It is confirmed that no Independent Director on the Board is related to any other Director.

DISCLOSURE IN RESPECT OF SECRETARIAL STANDARD

The Company has complied with all the Secretarial Standards issued by the Institute of Company Secretaries of India.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have given their declarations confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

During the year, the Company had Three (3) Independent Directors out of Five (5) Directors on the Board. One Director Mr. P.H. Kurian (Independent Director) has resigned from the Board on 20-03-2025. Now there are Two (2) Independent Directors on the Board of the Company.

That the Independent Directors met on 06 May, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Karan Thapar (DIN: 00004264) retires by rotation at the forthcoming Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment for the approval of the Members.

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company:

1. Mr. Suresh Kumar Jain - Executive Director

2. Mrs. Shalini Chawla - Company Secretary

3. Mr. Ratheesh Vijay Kumar - Chief Financial Officer.

STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD

A formal evaluation of the Board, its committees, and of the individual Director is one potentially effective way to respond to the demand for greater Boards accountability and effectiveness.

The effectiveness and performance of the Board, its committees and its members are evaluated and measured, considering the following parameters: -

1. Performance of the Board/Committee against the performance benchmark set.

2. Overall value addition by the discussions taking place at the Board Meetings/Committee Meetings.

3. The regularity and quality of participation of the individual Director in the deliberation of the Board and its Committees, close monitoring of the various actions taken for the implementation of the Boards decision.

The performance evaluation of Directors including Independent Directors is done by the entire Board of Directors excluding the Directors being evaluated. A questionnaire is prepared and is being circulated amongst the Directors for their comments. A review of the performance of the Chairperson of the Company is done by taking into account the views of Executive and Non-Executive Directors of the Company.

COMPOSITION OF AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013, as applicable to the Company, the Board of Directors has duly constituted an Audit Committee. The members of the Audit Committee possess the requisite financial and accounting expertise and experience. The Committee plays a vital role in assisting the Board in overseeing the integrity and quality of the Companys financial reporting, auditing, and internal control systems, as well as ensuring compliance with applicable legal and regulatory requirements.

In addition to the functions specified under Section 177(4) of the Act, the Audit Committee also reviews significant legal matters involving the Company and ensures that all material developments are reported to the Board in a timely manner.

The composition of the Audit Committee during the Financial Year 2024-25 was as follows:

1. Mr. Firdose Vandrevala - Chairman of the Committee

2. Ms. Ritu Kishore Raizada

3. Mr. Suresh Kumar Jain - Executive Director

The Statutory Auditors and Internal Auditors are permanent invitees to all Audit Committee meetings. Mrs. Shalini Chawla, Company Secretary, acts as the Secretary to the Committee.

During the Financial Year 2024-25, the Audit Committee met four (4) times on 06 May, 2024, 08 August, 2024, 05 November, 2024, and 07 February, 2025.

All recommendations made by the Audit Committee during the year were duly considered and accepted by the Board of Directors. There were no instances where the Board did not accept any recommendation of the Audit Committee.

A STATEMENT ON THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of Directors periodically reviews the Companys risk environment, identifying both current and emerging risks that could materially impact the business. The Company has adopted a structured Risk Management Policy, which provides a framework for identifying, assessing, mitigating, and monitoring key risks in a timely and systematic manner. This policy is integral to the Companys strategic decision-making process and is reviewed periodically to ensure its continued relevance and effectiveness.

With reference to Note No. 43 of the Financial Statements, the Company holds several mining leases across land parcels located in Thonnakkal, Veiloor, Mullassery, and other regions of Thiruvananthapuram, Kerala, granted over the period from 1994 to 2008. Mining operations in the Veiloor area were suspended pursuant to a judgment issued by the Honble High Court of Kerala. Following full compliance with the directives of the said judgment, the Company has been actively engaging with the Government of Kerala to secure the requisite environmental clearances and mining approvals for the remaining leasehold areas. These approvals are presently at various stages of regulatory review.

At present, the Company is operating two smaller mines in Thonnakkal, for which statutory approvals have been obtained. However, limited availability of raw material has constrained the Company to operate the Thonnakkal unit at a partial capacity for more than five years. During the year under review, the Company also recommenced partial operations at its Veli unit, which had remained non-operational since August 2020.

The continuation and long-term sustainability of the Companys operations in Kerala are contingent upon the timely grant of environmental and mining approvals by the State Government. The Board strongly believes that support from the Government of Kerala, through the expeditious clearance of these pending approvals, is critical for improving plant capacity utilization and ensuring operational viability. Enhanced utilization will, in turn, contribute positively to the Companys financial performance.

Over the past several years, the Company has partially operated its Thonnakkal unit by relying on raw material sourced from the two approved mining blocks, supplemented by selective procurement from external sources. In view of the prevailing constraints, the Board took a strategic decision to recommence operations at the Veli unit during the Financial Year. To ensure continuous and efficient operations at both units, the Company must secure the necessary mining approvals without further delay.

In line with its long-term risk mitigation strategy, the Company is also evaluating strategic opportunities to expand its geographical presence, including potential alliances and diversification into other minerals. These initiatives are intended to reduce dependency on any single region, enhance raw material security, and build a more resilient and future-ready enterprise.

POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the Company comprises the following Directors:

1. Ms. Ritu Kishore Raizada - Chairwoman of the Committee

2. Mr. Firdose Vandrevala

3. Mr. Suresh Kumar Jain - Executive Director

4. Mr. Pullukottayil Habel Kurian (upto 20 March, 2025)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR Policy as recommended by the CSR Committee. The policy outlines the objectives, implementation strategy, initiatives, and monitoring mechanism for CSR activities. The CSR Policy is available on the Companys website at www.eicl.in.

The details of the CSR initiatives undertaken during the year, along with other relevant particulars, are provided in the prescribed format and annexed to this Report as Annexure - A.

During the Financial Year 2024-25, the CSR Committee met once, on 06 May, 2024.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Company comprises the following Directors:

1. Mr. Firdose Vandrevala - Chairman of the Committee

2. Ms. Ritu Kishore Raizada

3. Mr. Suresh Kumar Jain - Executive Director

The Committee met once during the Financial Year 2024-25, on 06 May, 2024.

The Committee, while considering appointments to the Board, evaluates candidates based on the required skill sets, professional integrity, and standing in their respective fields. Individuals who are capable of contributing effectively to the Companys business strategies and policy formulation are recommended for appointment to the Board.

The Committee has adopted a comprehensive policy on the appointment and remuneration of Directors and Senior Management Personnel. The key objectives of the policy are as follows:

a) To establish a transparent framework for determining appropriate levels of remuneration across all levels of the Company;

b) To incentivize employees to perform at their highest potential;

c) To enable the Company to remain competitive in relevant employment markets;

d) To ensure consistency in the Companys remuneration practices;

e) To align business performance with individual and team performance;

f) To facilitate long-term value creation; and

g) To attract and retain top-tier talent.

The policy also outlines the structure and components of remuneration and the criteria to be considered by the Board, the Committee, and the management in formulating the Companys remuneration strategy.

In compliance with Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and particulars of the top ten employees in terms of remuneration drawn is available for inspection at the Registered Office of the Company. Members interested in obtaining a copy may submit a written request to the Company Secretary.

SHARE TRANSFER/SHAREHOLDERS GRIEVANCE COMMITTEE

The "Share Transfer/Shareholders Grievance Committee" of the Company consists of the following Directors: -

1. Mr. Karan Thapar

2. Mr. Firdose Vandrevala, (Chairman of the Committee w.e.f. 21 March, 2024)

3. Mr. Suresh Kumar Jain, Executive Director

4. Mr. Pullukottayil Habel Kurian (upto 20 March, 2025)

Mrs. Shalini Chawla, Company Secretary is the Secretary of the Committee.

The Committee met once in 2024-25 i.e., on 06 May, 2024.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has adopted accounting policies as per the Accounting Standards and other applicable provisions of the Companies Act, 2013.

STATUTORY AUDITOR

M/s. S. N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N/N500045), were appointed as the Statutory Auditors of the Company at the 56 Annual General Meeting held on 31 July, 2020, for a term of five years, up to the conclusion of the Annual General Meeting scheduled in the calendar year 2025. The Board of Directors now recommends the reappointment of M/s. S. N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N/N500045), as Statutory Auditors of the Company for a further term of five years, to hold office from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting to be held in the calendar year 2030. The proposal for their reappointment, along with the terms of remuneration, is placed before the Members for approval.

STATUTORY AUDITORS REPORT

Reports issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year ended 31 March, 2025 are with unmodified opinion (unqualified).

The Statutory Auditors of the Company have not reported any instances of fraud as specified under the second proviso to Section 143(12) of the Act.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

EICL Limited has established a robust internal control system that is commensurate with the size, scale, and complexity of its operations. The system is designed to ensure the orderly and efficient conduct of business, including adherence to policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Audit Committee, which comprises professionally qualified and experienced Directors, defines the scope and authority of the internal audit function. The Committee interacts regularly with the Statutory Auditors, Internal Auditors, and the management team to review the adequacy and effectiveness of the internal control framework and to ensure that internal audit findings are appropriately addressed.

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appointed M/s T.R. Chaddha & Company, Chartered Accountants, as its Internal Auditors for a term of three years to conduct the internal audit for the Financial Years 2023-2026.

COST AUDITOR

M/s A.R. Narayanan & Co., Cost Accountants, have been appointed as Cost Auditors for the Financial Year 2024-25 to conduct the cost audit of the accounts maintained by the Company. They have confirmed their eligibility for appointment under the provisions of Section 148 of the Companies Act, 2013. The remuneration proposed to be paid to the Cost Auditors is submitted for ratification by the Shareholders of the Company.

SECRETARIAL AUDITOR

M/s. VKC & Associates, Company Secretaries in practice (Partner Membership No. 49021 / C.P. No. 17827), have been appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial Year 2024-25, in accordance with the provisions of Section 204 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the Financial Year 2024-25, as required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been annexed to this Report as Annexure - B. The observations made by the Secretarial Auditors in their report are self-explanatory.

M/s. VKC & Associates, Company Secretaries in practice, conducted the Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer that requires explanation or comments from the Board of Directors.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, Annual Return is also available on Companys website: www.eicl.in.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134 (3) (c) and (5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

a) the Company has followed the applicable Accounting Standards in the preparation of the Annual Accounts for the year ended 31 March, 2025, and there is no material deviation from the previous year.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as on 31 March, 2025 and of the profit/loss for the year ended 31 March, 2025.

c) 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 and;

d) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

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

f) the Directors have laid proper internal financial control and that such financial controls are adequate and are operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Under Section 186 of the Companies Act, 2013 the Company has neither given any guarantee nor provided any security in connection with a loan, directly or indirectly to any person or other body corporate other than mentioned in the financial statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of the Related Party Transactions, as per the requirement of Accounting Standard-18, are disclosed in notes to the Financial Statements of the Company for the Financial Year 2024-25. All the Directors have disclosed their interest in form MBP-1 pursuant to Section 184 of the Companies Act, 2013 and as & when any changes in their interest take place, such changes are placed before the Board at its meetings. None of the transactions with any of the related parties was in conflict with the interest of the Company. A Statement in the prescribed Form AOC-2 is annexed to this report as Annexure- D.

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

As required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo are as follows: -

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

As required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, and research and development (R&D), along with foreign exchange earnings and outgo, are provided below:

(A) Conservation of Energy

(i) Steps taken or impact on conservation of energy:

• A reduction in specific energy consumption was achieved through a company-wide energy conservation campaign, including a month-long pledge signed by all departments.

• Internal energy audits were conducted and corrective measures were implemented.

• Operations were optimized to run during non-peak hours, with short-duration maintenance scheduled during peak hours.

• Transitioned to energy-efficient motors and replaced factory lighting with solar and LED alternatives.

• All newly procured motors are compliant with IE3 energy efficiency standards.

• Damper-controlled fans were upgraded to VFD (Variable Frequency Drive) systems for enhanced energy savings.

• Pressure transmitters were introduced in compressed air receivers to optimize compressor operations.

• PLC operations of calciners were modified to automatically stop mills when load decreases, improving energy efficiency.

• To maintain a unity power factor and reduce transmission losses, the following initiatives are planned:

o Replacement of conventional ceiling fans with energy-efficient BLDC fans.

o Upgradation of conventional compressors to inverter duty motors.

o Transition from conventional to inverter-type air conditioners.

(ii) Steps taken for utilizing alternate sources of energy:

• Liquefied Natural Gas (LNG) has been adopted as an alternative to diesel/SKO. Calciners have been modified to operate on both furnace oil and LNG, allowing cost-based flexibility.

(iii) Capital investment on energy conservation equipment:

• No major capital expenditure was incurred on energy conservation equipment during the year, apart from routine maintenance-related capital expenses.

(B) Technology Absorption

• The Company has initiated a re-engineering program driven by in-house R&D efforts and collaborations with process technology leaders. This is an ongoing initiative aimed at process optimization.

• Modifications were undertaken in the blunger section, including pump replacements to enhance dispersion and throughput.

• The number of hydrocyclones was increased to improve slurry flow and operational efficiency.

• The Company successfully indigenized a self-cleaning filter system for the nozzle centrifuge.

• A double-stage screening process was introduced for feed slurry to reduce stack choking incidents.

(C) Research and Development Activities

The Company continues to place strong emphasis on research and development as a core enabler of growth and innovation.

Key R&D highlights include:

• Development of a new product for the tyre industry, with successful commercial-scale trials underway at customer sites.

• Introduction of new products with a targeted incubation period of less than 18 months.

• Strategic research collaborations with reputed institutions across India.

• Joint development initiatives with key customers to offer customized solutions using Company-sourced raw materials.

• Development of cutting-edge composites for anticorrosive coatings and barrier applications. One product in this category is currently under test marketing.

Expenditures incurred on Research & Development are as under: -

		(Rs. in Lacs)
	31 March, 2025	31 March, 2024
a) Capital	0	0
b) Recurring	50.96	63.14
c) Total	50.96	63.14
d) Total R&D Expenditure as a percentage of total turnover	0.33	0.45

(D) Foreign Exchange earnings and outgo

During the Financial Year under review, the Company recorded export earnings of Rs.1,523.55 lakhs, incurred import payments amounting to Rs.351.58 lakhs, and reported foreign exchange expenditure of Rs.32.38 lakhs.

VIGIL MECHANISM POLICY

The Company has established a "Vigil Mechanism Policy" to enable Directors and employees at all levels to report genuine concerns or grievances in a responsible and secure manner. This mechanism provides a structured framework for reporting unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct directly to the Chairman of the Audit Committee.

A dedicated email ID has been created for this purpose, which is accessible only by the Chairman of the Audit Committee, thereby ensuring confidentiality and independence in the investigation process.

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

The Company has put in place an Anti-Sexual Harassment mechanism in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints of sexual harassment during the year 2024-25.

HUMAN RESOURCES

The Company has effectively aligned its human capital strategy with its overarching business and organizational objectives. Emphasis continues to be placed on teamwork, skill enhancement, and the development of both leadership and functional capabilities across all levels of the workforce.

In accordance with Section 136 of the Companies Act, 2013, the report and financial statements are being circulated to the Members excluding the relevant annexure containing particulars of employees. This annexure is available for inspection at the Registered Office of the Company during business hours. Members interested in obtaining a copy may make a written request to the Company Secretary.

During the Financial Year under review, there were no employees who were employed throughout the year or for any part thereof, who individually or jointly with their spouse and dependent children, held more than two percent of the equity shares of the Company.

INDUSTRIAL RELATIONS

During the Financial Year 2024-25, the industrial relations climate across all units of the Company remained harmonious and conducive to business operations. The Company continued to maintain positive and collaborative engagement with its employees and recognized trade unions.

The workmen at the Thonnakkal unit extended their full cooperation in ensuring the smooth and uninterrupted functioning of operations throughout the year. In addition, the workforce has expressed its commitment to supporting the sustained and stable operations at the Veli unit, which recommenced during the year under review. The Company acknowledges and deeply appreciates the steadfast support and constructive participation of its employees, particularly in actively representing the Companys interests before various governmental authorities in Kerala through formal communications and representations on critical operational issues.

INSOLVENCY AND BANKRUPTCY DISCLOSURE

During the year, there is no application which was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 by and against the Company.

MANAGERIAL REMUNERATION

The Managerial Remuneration shall be made available to any shareholder on a specific request made by him/her in writing before the date of the Annual General Meeting and such particulars shall be made available by the Company within three days from the date of receipt of such request from shareholders.

SHARE CAPITAL

The authorized share capital of the Company as on 31^st March, 2025 is Rs.48,00,00,000 (Rupees Forty-Eight Crores) and issued, subscribed and paid-up share capital of the Company is Rs.10,05,52,026 (Rupees Ten Crores Five Lac Fifty-two Thousand Twenty-six only).

There has been no change in the Share Capital of the Company during the Financial Year 2024-25.

DETAILS OF SIGNIFICANT OR MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

There is no significant order passed by the Regulators or Court or Tribunal during the Financial Year 2024-25.

ACKNOWLEDGEMENT

The Board of Directors places on record their appreciation for the continued support and confidence received from Banks, Financial Institutions, Customers, Central and State Governments and other Government authorities.

The Board of Directors is also thankful to all other stakeholders for their valuable sustained support to the Company.

	For and on behalf of the Board
	Sd/-
	Karan Thapar
Place: Gurugram	Chairman
Date: 03 May, 2025	DIN: 00004264