Electrotherm India Ltd Directors Report

To, The Members

Electrotherm (India) Limited

Your Directors have pleasure in presenting the 40^th Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended on 31^st March, 2026.

FINANCIAL SUMMARY OR HIGHLIGHTS:

The standalone financial performance of the Company for the year ended on 31^st March, 2026 is summarized below:

(Rs. In Crore)

Particulars	2025-2026	2024-2025
Total Income	3696.54	4122.92
Total Expenses	3648.94	3743.33
Profit / (Loss) before Finance Costs, Depreciation and Amortisation	47.60	379.59
Less : Finance Costs	24.13	45.52
Depreciation and Amortisation Expenses	43.28	44.39
Profit / (Loss) before Exceptional Items and Tax	(19.81)	289.68
Less : Exceptional Items	(3.62)	106.78
Profit / (Loss) before Tax	(23.43)	396.46
Less: Tax Expenses (including Deferred Tax)	(7.25)	(32.14)
Profit / (Loss) for the Year	(16.18)	428.60
Other Comprehensive Income	0.54	(2.78)
Total Comprehensive Income	(15.64)	425.82
Earning Per Equity Share (Basic & Diluted before exceptional Item)	(9.86)	252.61
Earning Per Equity Share (Basic & Diluted after exceptional Item)	(12.70)	336.42

STATE OF THE COMPANYS AFFAIRS AND OPERATIONS:

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, 2026, the total income of the Company was RRs. 3696.54 Crore as compared to Rs. 4122.92 Croreofpreviousfinancial before Finance Depreciation to Rs. 379.59 Crore of previous financial year. The net loss for the occurred between current financial year was Rs. 16.18 Crore as compared to net profit position Rs. 428.60 Crore of previous financial year. A detailed analysis of year of the Company to which the performance for the year is included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CHANGE IN NATURE OF BUSINESS:

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

TRANSFER TO RESERVES:

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

DIVIDEND:

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, 2026.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE Costs, FINANICAL POSITION AFTER THE END OF FINANCIAL YEAR: and Amortisation was Rs. 47.60 Crore as compared There arenomaterialchangesandcommitments,affectingthe financial the end of the financial statements relate and the date of the report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company for the Financial Year 2025-26 are prepared in compliance with applicable provisions of the Companies Act, 2013 (the "Act"), Indian Accounting Standards ("Ind AS") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations, 2015"), which form part of this Annual Report.

SUBSIDIARIES / JOINT VENTURE COMPANY:

The Company has following subsidiaries / joint venture company as on 31^st March, 2026:

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 Act, a statement containing the salient features of the financial statement including the highlights of the performance of the subsidiaries / joint venture company in Form AOC-1 is attached as"Annexure – A" to this Report.

Pursuant to Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with documents and separate audited accounts in respect of subsidiaries / joint venture company, are available on the website of the Company at https://www.electrotherm.com/investors/annual-reports ect from 20 .

-26, none of the companies Further,duringthefinancial have become or ceased to be subsidiaries, joint ventures or associate companies.

NUMBER OF BOARD MEETINGS:

During the financial year 2025-26, eight (8) 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): Retirement by Rotation:

Pursuant to Section152 of theprovisionsof Act read with the Companies (Appointment and Qualification of Directors) Rules,2014andArticles Associationof the Company, Mr. Suraj Bhandari (DIN:07296523),retiresbyrotationat the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment of Directors:

During the financial year 2025-26, pursuant to the provisions of Act and rules thereof, the SEBI LODR Regulations, on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, 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 three (3) months from the date of appointment, whichever is earlier, in accordance with the provisions of Section 161 of the Act and Regulation 17(1C) of the SEBI LODR Regulations, 2015. Further, the Board of Directors of the Company also approved the appointment of Mr. Tushar Jani (DIN: 06745225) as a Whole-time Director of the Company for the period of three (3) 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) as (i) a Director, liable to retire by rotation and (ii) a Whole Time Director of the Company for a period of three (3) 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. Further, after end of the financial year 2025-26 and up to the date of the Report, the Board of Directors of the Company, on 20^th July, 2026, has approved the appointment of following Directors on the Board: (1) Pursuant to the provisions of the Act and read rules thereof and the SEBI LODR Regulations, 2015, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved the appointment of Mr. Raj Kumar Bansal (DIN: 00122506) as an Additional Director in the category of Non-Executive Independent Director of the Company, not liable to retire by rotation, officefor a term of tohold eff five(5)consecutiveyears,with ^th July, 2026 to 19^th July, 2031, subject to the approval of shareholders of the Company in ensuing Annual General Meeting ("AGM"), and he will hold office as an AdditionalDirector upto the date of 40^th AGM.

(2) Pursuant to the provisions of the Act and read rules thereof and the SEBI LODR Regulations, 2015, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company have approved the appointment of Mr. Harish Mukati 03214401), Chief Executive Officer (Steel Division) of the Company, as an Additional Director to hold office upto the date of ensuing Annual General Meeting. Further, the Board of Directors of the Company has also approved the appointment of Mr. Harish Mukati (DIN: 03214401) as a Whole-time Director & Chief Executive Officer (CEO) of the Company for the period of three (3) years commencing from 20^th July, 2026 and concluding 19^th July, 2029, subject to the approval of the shareholders in ensuing Annual General Meeting.

Key Managerial Personnel:

During the financial year 2025-26, Mr. Tushar Jani (DIN: and 06745225) has been appointed as a Whole Time Director of the Company with effect from 10^th April, 2025. After the end of the financial year 2025-26 and upto the date of the Report, Mr. Harish Mukati (DIN: 03214401), Chief Executive Officer (Steel Division) of the Company, has been appointed as Whole Time Director & Chief of the Company with effect from 20 ^th July, 2026, subject to approval of shareholders in ensuring Annual General Meeting.

Futher, as on the date of the report, followings are Key Managerial Personnel ("KMP") of the Company as per Section 2(51) and / or Section 203 of the Act:

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

Mr. Suraj Bhandari (DIN: 07296523) Managing Director

Mr. Harish Mukati Director & Chief

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

Mr. Fageshkumar R. Soni Company Secretary

Mr. Amit Kumar Patwarika Chief Financial Officer

Declaration of Independence:

The Company has received declaration of Independence as stipulated under Section 149(7) of the Act 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 Act. Further, pursuant to the Companies (Creation and Maintenance of databank of Independent Directors) Rules 2019, Independent Directors registered their name in the Independent Directors Databank.

Annual Evaluation of

In terms of the provisions of Section 134(3)(p) of the 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.

Nomination and Remuneration Policy:

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 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 INVESTMENTS, LOANS AND GUARANTEES:

Particulars of investments made, loans and guarantees given as covered under the Section 186 of the Act, Note No. 5, 6 & 32 of the notes to the financial statements which form part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 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 CSR Policy. The CSR Policy is available on the website of the Company at https://www.electrotherm.com/investors/codes-and-policies . Futher, the composition and terms of reference of the CSR (DIN: 03214401) Whole Time Committee are detailed in the enclosed Corporate Governance Report.

Activities the financial year 2025- TheAnnualReportonCSR

26 forming part of this Boards Report is annexed herewith as "Annexure – B" to this report.

RELATED PARTY TRANSACTIONS:

The Company has entered into related party transactions on arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related partieswhich 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 with related party transactions as approved by the Board may be accessed on the Companys website at https://www.electrotherm. com/investors/codes-and-policies. There are no materially significant related party transactions that 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, 2026 is given in Note No. 44 of the financial statements which is part of this Annual Report of the Company.

FIXED DEPOSIT:

During the financial year 2025-26, the Company has not accepted any deposit within the meaning of Section with the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no outstanding deposits as on 31^st March, 2026.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, the

(a) in the preparationof the annual accounts for the financial year ended on 31^st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; The salient aspects of

(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 financialyear 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 Act for safeguarding the assets of the company and for preventing and detecting frauds and been provided in the 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 the Act read with the 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.

AUDITORS AND AUDITORS REPORT: ? Statutory Auditor:

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Act 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 till ^th Annual General Meeting conclusion of the 41^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, 2026, 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 Instalments 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-complianceofsaidterms conditionsand treatment in the books of accountsoftheassignment/settlement of debts of Asset ReconstructionCompany (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 petitionundersection55(3) of the Companies Act, 2013, before the Honble National Company Law Tribunal (NCLT) seeking approval for issue of Non-cumulative Redeemable preference shareholders of PreferenceSharesto the existing the amount equivalent to the amount of the unredeemed preference shares on the same terms and the matter is currently pending for further consideration. 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 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".

TherelevantNotestoaccountsrelatedtothesematters 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. 149.61 Crores, for the year under consideration and total amount of such unprovided interest till date is Rs. 1066.12 Crores, the Board of Directors submits that the loan account of the Company have been classifiedas 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, 2026. 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 Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has, on the recommendation Audit Committee, appointed them as Cost Auditor, to conduct the cost audit of the Company for the financial year ending on 31^st March, 2027, at a remuneration as mentioned in the notice conveningthe40 ^th 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 (1) of Section applicable to the Company and accordingly such accounts and records are made and maintained by the Company.

Secretarial Auditor:

Pursuant to theprovisionsofSection204 of the Act read with Rule 9 of the Companies (AppointmentandRemunerationof

Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI LODR Regulations 2015 and on the recommendation of the Audit Committee, M/s. Bharat Prajapati & Co., Practicing Company Secretaries, Ahmedabad (Membership No. FCS 9416 & COP No. 10788), a peer reviewed firm (Peer Review has filed a Certificate No. 2367/2022) has been appointed as Secretarial Auditor of the Company to hold office for a period of five (5) consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30, to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year ended on 31^st March, 2026, in Form No. MR-3 is annexed herewith as "Annexure – C" to this report.

Note No 32(a),

With regard to qualifications of the Secretarial Auditor, related to compositionof the Board with less than six Director, the Board of Directors submits that the Company was in process to find suitable person to be appointed as a Director on the Board of the Company and thereafter, the Board appointed Mr. Tushar Jani (DIN: 06745225) as a Director / a Whole Time Director with effect from 10 ^th April, 2025. Hence, upon the appointment of a Director, the Company is in compliance with the provisions Regulation17(1) of the SEBI LODR of Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

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

PARTICULARS OF EMPLOYEES:

The informationrequired pursuanttoSection197 of the Act 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.

AUDIT COMMITTEE:

The composition, and attendance at the Audit Committee meetings held during the financial year 2025-26 are covered in the enclosed Corporate Governance Report.

As on 31^st March, 2026, 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.

RISK MANAGEMENT POLICY:

The Risk Management covers various criteria for identification key risk, action plans to mitigate those risks, review and reportingof 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 propertieswhich may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS: year, Presently, there are certain significant and material orders passed by the regulator / court / tribunal which may impact the Company and its operations in future as mentioned in Note No. 37 & 41 of the standalone financial statements which is part of this Annual Report.

CORPORATE GOVERNANCE:

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 compliance of conditions of corporate governance forms a part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

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 Partially Redeemable Convertible with the provisions of Section 177(10) of the Act 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Annual Return in form of Form MGT - 7 as on 31^st March, 2026 is available on the website of the Company at https://www.electrotherm.com/ investors/annual-reports.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: terms of the reference, number of meetings The Company has put in place adequate internal financial controls with reference to the financialstatements.Duringthefinancialyear, such internal financial commensurate with the size, scale and complexity of the Company and the nature of business of the Company.

SECRETARIAL STANDARDS:

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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 under the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 and during the financial there was no complaint of sexual harassment received or disposed off or case pending for more than ninety days.

OTHER DISCLOSURES:

(a) During the financial year 2025-26, pursuant to the provisions of Section 13, 61 and 64 and other applicable provisions of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, the Members of the Company, at the 39^th Annual General Meeting held on 10 ^th September, 2025, approved ofto reclassify the existingAuthorised Share Capital of the Company comprising of Rs. 78,59,00,000 (Rupees Seventy Eight Crore Fifty Nine Lacs Only) divided into 2,50,00,000 (Two Crore Fifty Lacs) Equity Share of Rs. 10/- (Rupees Ten Only) each, 2,50,00,000 (Two Crore Fifty Lacs) 6% Non-Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) each and 2,85,90,000 (Two Crore Eighty Five Lacs Ninety Thousand Only) Partially Preference Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 78,59,00,000 (Rupees Seventy Eight Crore Fifty Nine Lacs Only) comprising of:

(i) Rs. 53,59,00,000 (Rupees Fifty Three Crore Fifty Nine Lacs Only) divided into 5,35,90,000 (Five Crore Thirty Five Lacs Ninety Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each and;

(ii) Rs. 25,00,00,000 (Rupees Twenty Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lacs) 6% Non-Cumulative Redeemable Preference Shares of Rs. 10/- the (Rupees Ten Only) each.

Except this, there was no change in authorised share capital, subscribed and paid-up share capital of the Company. Also, there was no sub-division in authorised share capital of the Company, during the financial year 2025-26.

(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 2025-26, 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) under Section Further, petition the Company had filed 55(3) of the Act, before the Honble 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 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 Honble NCLT, Ahmedabad Bench, vide order dated 21^st July, 2026, has, inter alia, allowed the Company PetitionNo. by the Company and permitted the Company, 21 of2025,filed under Section 55(3) of the Act, (i) To issue and allot 1,09,50,000 (One Crore Nine Lacs and Fifty Thousand) 6% NCRPS of Rs. 10/- each to the existing five (5) preference shareholders (except Ahmedabad Aviation and Aeronautics Limited, a non-consenting preference shareholder) on the same terms and conditions as the original issue, redeemable not earlier than two (2) years and not later than twenty (20) years from the date of such allotment.

(ii) Upon suchyear 2025-26, pursuant to the provisions issuance and allotment, the existing unredeemed preference shares corresponding thereto shall stand deemed to have been redeemed in accordance with Section 55(3) of the Act.

(iii) In respect of Ahmedabad Aviation and Aeronautics Limited, being the non-consenting preference shareholder, the Company shall redeem 10,50,000 (Ten Thousand) preference shares of Rs.10/-eachat LacsFifty ce is or is not liable to par forthwith, in accordancewiththeprovisotoSection y 55(3) of the Act.

(iv) The issuance of further redeemable preference shares pursuant to this order shall not be treated as an increase e capital of the Company. shar orreduction of Further, pursuant to said order of Honble NCLT, Ahmedabad Bench, the Board of Directors of the Company, on 14^th August, 2026, has issued and allotted 1,09,50,000 (One Crore Nine Lacs Fifty Thousand)

6% NCRPS of Rs. 10/- each to existing preference shareholders, in lieu of existing unredeemed 6% NCRPS, to existing preference shareholders and redeemed 10,50,000 (Ten Lacs Fifty Thousand) NCRPS to a non-preference shareholder, under Section 55(3) consenting of the Act. Further, upon issuance and allotment of such NCRPS, the existing unredeemed preference shares corresponding thereto stands deemed to have been redeemed in accordance with Section 55(3) of the Act (h) There is no money lying in 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 Act.

(j) The details of difference between amount of valuation done at the time of one-timesettlement 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-timesettlement with Bank / Financial Institutions.

(k) During the financial year 2025-26, there were three (3) petitions filed against the Company under Section 9 of the Insolvency and Bankruptcy Code, 2016 ("IBC") before the Honble NCLT, Ahmedabad Bench. Out of three (3) petitions one (1) petition was disposed of by the Honble NCLT during the financial year 2025-26 due to payment of the entire amount of debt paid by the Company. Further, as on the date of this Report, the remaining two (2) petitions have also been disposed of by Honble NCLT due to pre-existing dispute between the parties. (l) The Company follows the compliance of the provisions relating to the Maternity Benefit Act, 1961.

(m) During the financial of Section 14 and other applicable provisions, if any, of the Act, the Members of the Company, at the 39^th Annual General Meeting held on 10^th September, 2025, approved the amendment and substitution of Article 109 of Article of Association of the Company as under:

109. (1) The Board shall have the power to determine the directors whose period determination of directors by rotation.

APPRECIATION:

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

	For and on behalf of the Board of Directors
	Electrotherm (India) Limited
Place : Palodia	Shailesh Bhandari	Suraj Bhandari
Date : 14th August, 2026	Executive Vice Chairman	Managing Director
	DIN : 00058866	DIN: 07296523