ESL Steel Ltd Directors Report

Dear Shareholders,

The Board of Directors (Board) presents the Companys 19th Annual Report along with the Audited Financial Statements for the year ended March 31, 2026.

FINANCIAL SUMMARY/HIGHLIGHTS AND BUSINESS PERFORMANCE

Amount (INR in Lakhs)

(Except otherwise stated)

Particular	Year Ended 31 Mar 2026	Year Ended 31 Mar 2025
Revenue from operation	747,517.57	8,14,707.69
Other Income	5,518.36	13,052.82
Finance Cost	36,093.32	42,453.42
Exceptional Item	(5,542.09)	-
Profit/ (Loss) before exceptional items and tax	(58,344.65)	(31,840.38)
Profit/(Loss) after tax	(116,836.55)	(26,619.31)
EPS (Basic & Diluted) - (INR)	-6.32	-1.44

ESL Steel Limited (Formerly known as Electrosteel Steels Limited) (hereinafter referred to as ESL or the Company) is a fully integrated iron and steel manufacturing unit, situated at Siyaljori Village in Bokaro, Jharkhand. The Company currently has a capacity of 1.7 MTPA hot metal production and an expansion plan underway to enhance the capacity to 3 MTPA hot metal production.

ESL is engaged in manufacturing and supply of billets, TMT bars, wire rods, and ductile iron (DI) pipes. It also deals in iron ore, pig iron, and iron and steel scrap products related to its manufacturing. Additionally, ESL produces metallurgical coke, sinter, and power for its own use.

In Financial Year 2026, the Company recorded hot metal production of 1.384 MT and saleable production of 1.301 MT, both lower by 3% YoY, primarily due to unplanned maintenance activities at one of the blast furnaces during Q2 FY2026. Despite this, the Company achieved its highest-ever annual production of Billets (1,062 KT), TMT Bars (525 KT), and Wire Rods (445 KT) in ESLs history. EBITDA declined by 66% YoY, mainly on account of lower realizations from TMT bars, wire rods, and ductile iron (DI) pipes amid challenging market conditions. The impact was partially mitigated through various cost optimization.

The Company is implementing strategic initiative to safeguard its profits margin. This initiative includes cost optimizations, enhanced capacity utilization and increase in operational efficiency. These efforts will lead to improving the product mix and achieve higher price realizations.

India, the worlds second-largest steel producer, significantly contributes over 2% to its GDP. In FY 2025-26, Indias crude steel production rose by 10.7% Y-o-Y to 168 million tons, driven by the robust domestic demand, governments infrastructure spend, and housing initiatives. Finished steel consumption has grown by 8%, reaching 164 million tons. Per capita steel consumption is projected to reach 158 kg by FY 2030-31 the long-term outlook for the Indian steel industry remains strong and positive.

DIVIDEND

In view of the losses incurred by the Company during the Financial Year, the Management of the Company expresses their inability to declare any dividend for the financial year ended 31st March 2026.

TRANSFER TO RESERVES

No amounts have been transferred to the Reserve during the year under review.

EQUITY SHARE CAPITAL

(a) Authorised Share Capital:

Authorised Share Capital of your Company as on March 31, 2026, is INR 1,00,20,00,00,000 divided into 10,02,00,00,000 Equity Shares of INR 10 each.

(b) Issued, Subscribed and Paid-Up Share Capital of the Company:

Issued, Subscribed and Paid-Up Share Capital of your Company as on March 31, 2026, is INR 18,49,03,02,240 divided into 1,84,90,30,224 Equity Shares of INR 10 each fully paid up.

(c) Buy Back of Securities:

The Company has not bought back any of its securities during the Financial Year under review.

(d) Sweat Equity:

The Company has not issued any Sweat Equity Shares.

(e) Bonus Shares:

The Company has not issued any Bonus Shares.

(f) Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

None of the Directors of the Company hold any equity shares or convertible instruments of the Company.

HOLDING COMPANY

Vedanta Limited (VEDL) is the ‘Holding Company of ESL Steel Limited, holding 95.49% of the share capital of the Company. VEDL holds 1,76,55,53,040 number of equity shares of INR 10 each as at 31st March 2026.

CREDIT RATING

CRISIL Ratings has reaffirmed its ratings on the Companys bank facilities, assigning a rating of CRISIL AA to the long-term bank facilities and CRISIL A1+ to the short-term bank facilities.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 any modifications and reenactment thereof and any other applicable law for the time being in force.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the year.

MEETINGS OF BOARD & ITS COMMITTEES

Board Meetings:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy in addition to statutory and other matters. During the financial year 2025-26, the Board of Directors met Eleven (11) times i.e., on 22nd April 2025, 31st May 2025, 23rd June 2025, 16th July 2025, 13th August 2025, 18th October 2025, 2nd December 2025, 31st December 2025, 21st January 2026, 26th February 2026 and 25th March 2026. The intervening gap between the meetings was within the period prescribed under the provision of Section 173 of the Companies Act, 2013.

The Board of Directors of your Company as on 31st March 2026 consists of following Members:

1. Mr. Arun Misra - Non-Executive Director

2. Mr. Thomas Mathew T - Non-Executive Independent Director

3. Mr. Subodh Kumar Rai - Non-Executive Independent Director

4. Ms. Poovannan Sumathi - Non - Executive Woman Director

5. Mr. Ravish Sharma - Whole Time Director & Chief Executive Officer.

*Mr. Agnivesh Agarwal has ceased to be the director of the company due to his unfortunate and untimely demise on 7th of January 2026.

Attendance during the year 2025-26:

Name of Member	No. of meetings held	No. of meetings entitled to attend	No. of meetings attended
Mr. Arun Misra	11	11	11
Mr. Agnivesh Agarwal*	11	08	01
Mr. Subodh Kumar Rai	11	11	11
Mr. Thomas Mathew T	11	11	11
Mrs. Poovannan Sumathi	11	11	09
Mr. Ravish Sharma	11	11	10

*Mr. Agnivesh Agarwal has ceased to be the director of the company due to his unfortunate and untimely demise on 7th of January 2026.

Committees Meetings:

Audit Committee

The Audit Committee is constituted pursuant to provisions of Companies Act, 2013 and consists of following Members, as on 31st March 2026:

1. Mr. Thomas Mathew T, Non-Executive Independent Director - Chairman

2. Mr. Subodh Kumar Rai, Non-Executive Independent Director - Member

3. Mr. Arun Misra, Non-Executive Director- Member

During the financial year 2025-26, the Audit Committee members met Five (5) times i.e., on 22nd April 2025, 16th July 2025, 18th October 2025, 21st January 2026 and 25th March 2026.

Attendance during the year 2025-26:

Name of Member	No. of meetings held	No. of meetings entitled to attend	No. of meetings attended
Mr. Thomas Mathew T	5	5	5
Mr. Subodh Kumar Rai	5	5	5
Mr. Arun Misra	5	5	5

Nomination and Remuneration Committee

The Nomination & Remuneration Committee is constituted pursuant to provisions of Companies Act, 2013 and consists of following Members as on 31st March 2026:

1. Mr. Thomas Mathew T, Non-Executive Independent Director - Chairman

2. Mr. Subodh Kumar Rai, Non-Executive Independent Director - Member

3. Mr. Arun Misra, Non-Executive Director- Member

During the financial year 2025-26, the Nomination and Remuneration Committee members met Three (3) times i.e., on 22nd April 2025, 18th October 2025 and 21st January 2026.

Attendance during the year 2025-26:

Name of Member	No. of meetings held	No. of meetings entitled to attend	No. of meetings attended
Mr. Thomas Mathew T	3	3	3
Mr. Subodh Kumar Rai	3	3	3
Mr. Arun Misra	3	3	3

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted pursuant to provisions of Companies Act, 2013 and consists of following Members as on 31st March 2026:

1. Mr. Thomas Mathew T, Non-Executive Independent Director - Chairman

2. Mr. Ravish Sharma, Chief Executive Officer & Whole Time Director - Member

3. Ms. Poovannan Sumathi, Non-Executive Director - Member

During the financial year 2025-26, the Stakeholders Relationship Committee members met One (1) time i.e. on 22nd April 2025.

Attendance during the year 2025-26:

Name of Member	No. of meetings held	No. of meetings entitled to attend	No. of meetings attended
Mr. Thomas Mathew T	1	1	1
Mrs. Poovannan Sumathi	1	1	1
Mr. Ravish Sharma	1	1	1

Corporate Social Responsibility Committee

Corporate Social Responsibility Committee constituted pursuant to provisions of Companies Act, 2013, consists of following Members as on 31st March 2026:

1. Mr. Thomas Mathew T, Non-Executive Independent Director - Chairman

2. Mr. Ravish Sharma, Chief Executive Officer & Whole Time Director - Member

3. Ms. Poovannan Sumathi, Non-Executive Director - Member

During the financial year 2025-26, the Corporate Social Responsibility Committee members met two (2) times i.e. on 8th of May 2025 and 25th of March 2026.

Attendance during the year 2025-26:

Name of Member	No. of meetings held	No. of meetings entitled to attend	No. of meetings attended
Mr. Thomas Mathew T	2	2	2
Mrs. Poovannan Sumathi	2	2	2
Mr. Ravish Sharma	2	2	2

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of Companies Act, 2013, the Key Managerial Personnel of your Company as on 31st March 2026 are:

1. Mr. Ravish Sharma - Chief Executive Officer & Whole Time Director

2. Mr. Prahalad Das Rawat - Chief Financial Officer

3. Mr. Manish Kumar Chaudhary - Company Secretary

* Mr. Anand Prakash Dubey resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from 23 January 2026. Pursuant to his resignation, Mr. Prahalad Das Rawat was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 24 January 2026.

INDEPENDENT DIRECTORS AND THEIR DECLARATION

During the financial year 2025-26, Mr. Thomas Mathew T and Mr. Subodh Kumar Rai served as Independent Directors of the Company. Mr. Thomas Mathew T was reappointed for a second term of two years with effect from 15th June 2024, while Mr. Subodh Kumar Rai was reappointed for a second term of two years with effect from 1st September 2024. Both Directors continued to serve as Independent Directors during the financial year under review.

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The Independent Directors have submitted a declaration that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) Notification dated October 22, 2019, regarding the requirement relating to enrolment in the Data Bank created by MCA for Independent Directors, has been received from all the Independent Directors.

Further, both of our Independent Directors Mr. Thomas Mathew T and Mr. Subodh Kumar Rai are qualified to act as an Independent Director as per the Rules of Indian Institute of Corporate Affairs.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm, in terms of Section 134 (5) of the Companies Act, 2013 (“the Act”), that:

a. in the preparation of annual accounts, containing financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanations for any material departures from those standards, wherever required.

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2025-26 and of the loss of the Company for that period.

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting any fraud and other irregularities.

d. they have prepared Annual Accounts on a going concern basis.

e. Sufficient internal financial controls have been laid down, and such internal financial controls are adequate and were operating effectively.

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

SUBSIDIARY/ASSOCIATE /JOINT VENTURE COMPANY

The Company is not having any subsidiary/associate /joint venture Company during the year ended March 31, 2026.

INTERNAL FINANCIAL CONTROLS

Internal financial controls mean the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-documented Standard Operating Procedures (SOP) for procurement of materials, capital expenditure, human resources, sales and marketing, finance, treasury, compliance, Health, Safety and Environment (HSE) etc.

Company has in place systems, policies, and procedures/frameworks, which are currently operational, for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board review these internal control systems to ensure they remain effective and are achieving their intended purpose.

INVESTOR EDUCATION AND PROTECTION FUND

All unclaimed / unpaid share application money, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, are required to be transferred to the Investor Education and Protection Fund (IEPF).

During the year, the Company was not required to transfer any amount to the said IEPF.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year, no applications under the Insolvency and Bankruptcy Code, 2016 were made.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There were no such instances during the financial year under review, hence this clause is not applicable to us.

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

A. The Companys CTO for the steel plant expired in December 2017 and was not renewed by JSPCB; EC was also revoked by MoEF & CC due to alleged non-compliances. The Company filed Writ Petitions in the Jharkhand High Court, which granted a stay allowing continued plant operations and permitted statutory clearance applications without prejudice. Pursuant to this order ESL applied for Forest Diversion proposal on October 4, 2018 (on without prejudice basis) and received Stage I Forest Clearance (FC) on December 17, 2019. ESL also applied for EC and Term of Reference (ToR) was granted to complete the process of EC for 3 MTPA plant on Aug 20, 2020. EAC recommended the grant of EC to ESL subject to certain conditions, including obtaining FC on July 29, 2021.

The High Court of Jharkhand discontinued the interim order on September 20, 2020, against which ESL filed a Special Leave Petition before the Supreme Court of India and the Court on December 09, 2021, set aside the impugned order and directed MoEF & CC to decide the revised EC application within three months. Pending such decision, the operation of the steel plant was not to be interfered with on the ground of want of EC, FC, CTE or CTO.

MoEF & CC deferred the decision on EC until FC Stage-II is granted. Further, the Stage I Forest Clearance of ESL was revoked in June 2023. (State Government of Jharkhand and ESL issued letters to the MoEFCC requesting reconsideration of the revocation basis the compliance status). Since the reconsideration request was pending, ESL applied for FC (without prejudice) and FC Stage I has been granted to ESL vide letter dated 17.04.2026.

Vide order dated May 01, 2025, Honble High Court has set aside the EC revocation on the ground of natural justice and remanded the matter back to MOEFCC for the fresh hearing of the 2012 show cause notice within a specific period, pending such decision the plant shall be operational under the supervisory regulatory control of JSPCB. MoEF has conducted hearings on 26.05.2026 and 28.08.2025. All the parties have submitted their representations, and joint inspection report was submitted by RO MoEF and JSPCB. JS issued the examination report in Dec 2025, against which ESL has submitted its reply.

B. During the FY 2022 -23, the State government of Odisha has issued Notice of Demand dated 03.12.2022 to deposit Rs. 8,51,05,51,206/- and Rs. 8,56,75,29,626 in relation to the penalty for alleged shortfall on minimum dispatch and production requirements of Companys Nadidihi iron ore and manganese Block Mines and Nadidihi iron ore block mines situated in Odisha. The Company has filed Revision Application under Rule 35 of MCR, 2016 before the Revisional Authority, Ministry of Mines contesting the above demand. On 03.10.2024, the Revisional Authority has set aside the demand notices dated 17.11.2022 and 03.12.2022 and remanded the matter back to the State Government to pass a reasoned order in the matter after giving fresh opportunity to the Revisionist. ESL has not received any further notice/communication from DDM, Koira. Under the Terms of Mine Development and Production Agreement and Rule 12A of MCR, 2016, the Company had to maintain a level of production in so as to ensure minimum dispatch of 80% of the average of annual production of the two immediately preceding years. The company believes that it has completed the minimum required level of production and dispatches. Based on a legal evaluation, Company believes that the minimum dispatch requirement would get rectified by the State government.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year and the date of the Boards Report.

ANNUAL EVALUATION OF THE BOARD

The Board on the recommendation of the Nomination and Remuneration Committee had adopted Schedule IV to the Companies Act, 2013 (hereinafter referred to as “the Act”), including any amended thereof, as criteria for evaluating performance of Independent Directors.

The Independent Directors of the Company in their meeting held on 25th March 2026, without the attendance of Non-Independent Directors and members of the Management, on the basis of defined and agreed parameters, inter alia, had:

(i) reviewed the performance of the Non-Independent Directors, the Board and Committees thereof and

(ii) assessed the quality, quantity, and timeliness of flow of information between the Management and the Board, that is necessary for the Board to be effective and reasonably perform their duties.

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

The information related to conservation of energy, technology absorption, foreign exchange earnings and outgo is enclosed as “Annexure A” and forms an integral part of this Report.

STATUTORY AUDITORS & AUDIT REPORT

The shareholders of the Company at the Fifteenth (15th) Annual General Meeting, had reappointed M/s. Lodha & Co. LLP (Formerly known as Lodha and Co.), Chartered Accountants (Firm Registration No. 301051E) as Statutory Auditors of the Company to hold office for the second term for a period of five consecutive years, commencing from the conclusion of the Fifteenth (15th) Annual General Meeting till the conclusion of the Twentieth (20th) Annual General Meeting.

M/s. Lodha & Co. LLP, Chartered Accountants, have audited the books of accounts of the Company for the financial year ended March 31, 2026, and have issued the Auditors Report thereon. There are no qualifications or reservations or adverse remarks in the said Report.

During the year under review, the Auditors did not report any fraud under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Subsequent to the closure of the financial year, M/s. Lodha & Co. LLP, Chartered Accountants, tendered their resignation from the office of Statutory Auditors of the Company vide letter dated 26th August 2026, resulting in a casual vacancy in the office of Statutory Auditors in terms of Section 139(8) of the Act.

The Board of Directors, on the recommendation of the Audit Committee, and pursuant to Section 139(8) of the Act, has appointed M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), as Statutory Auditors of the Company to fill the said casual vacancy, to hold office from the date of their appointment by the Board till the conclusion of the ensuing Annual General Meeting, subject to the approval of the Members of the Company at a general meeting.

The Board has further, on the recommendation of the Audit Committee, recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company for a regular term of five years, commencing from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting. Necessary resolutions in this regard have been included in the Notice of the ensuing Annual General Meeting of the Company.

COST AUDITORS & COST AUDIT REPORT

The Company is required to maintain cost records for its products as specified by the Central Government under sub-section (1) of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, (as amended) as amended from time to time, and accordingly such accounts and records are made and maintained in the prescribed manner.

In terms of requirement of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, (as amended), the Board of Directors of your Company, upon recommendation of Audit Committee, have re-appointed M/s. Sanjiban & Co., Cost Accountants, (Registration No.: 000259) as Cost Auditors, to conduct a cost audit of your Company for the financial year 2026-27, at a remuneration of INR 1,20,000 per annum plus applicable taxes and out-of-pocket expenses as actuals.

As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members for ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s Sanjiban & Co., Cost Accountants for financial year 2026-27 is included in the Notice convening the ensuing AGM.

The cost audit report of the Company for the Financial year ended March 31, 2025, does not contain any qualification or adverse remarks, and was filed with the Ministry of Corporate Affairs (MCA) in XBRL mode within the stipulated due date.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, the Board of Directors had appointed M/s. Sanjay Grover & Associates, Practicing Company Secretaries situated at B-88, 1st Floor, Defense Colony, New Delhi-110024, India, as Secretarial Auditor of the Company for the financial year 2025-26, to conduct secretarial audit of the Company. The said M/s. Sanjay Grover & Associates have submitted their Report for the financial year ended March 31, 2026, which is enclosed as Annexure B and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. Thus, no further management comments are required for the same. However, the best practices as suggested by secretarial auditors have already been adopted.

INTERNAL AUDITORS

In line with the provisions of Section 138 of the Companies Act, 2013, M/s PricewaterhouseCoopers Services LLP (PWC), were appointed by the Board of Directors as Internal Auditor of the Company for the financial year 2025-26. The Audit Committee defines the scope of internal audit from time to time and reviews the observations of internal auditors and the action taken report submitted by the management on the observations at its meeting held every quarter and suggests the management the improvements required in the systems followed by the Company.

Further, the Internal audit activity of the Company is managed through Management Assurance Services (MAS) function of Vedanta Limited.

ANNUAL RETURN

In accordance with notification of Ministry of Corporate Affairs, dated August 28, 2020, read with Sec. 92(3) of the Companies Act, 2013, copy of the Annual Return of the Company shall be available on the Companys website: https://www.eslsteel.com/

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The related party transactions are entered into based on considerations of various business requirements such as synergy in operations, profitability, legal requirements, liquidity, resources availability, etc. of related parties. All related party transactions are intended to further the Companys interests.

All related party transactions entered during the year 2025-26 have been placed on quarterly basis before the Audit Committee/Board for approval/noting/ratification/modification as the case may be. During the period under review related party transactions have been on arms- length basis and in the ordinary course of business. Accordingly, the particulars of the transactions as prescribed in form AOC-2 under Section 134 of the Act read with the rules made therein are not required to be disclosed as they are not applicable.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at https://www.eslsteel.com/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans, Guarantees and made Investments as covered under the provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2025 -26.

RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy, which is reviewed by the Audit Committee from time to time. The Company has constituted a Risk Management Committee at the management level, which identifies potential risks associated with the Company and formulates its mitigation plan.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company has in place a Board approved Corporate Social Responsibility Policy, and it is available on the website of the Company at https://www.eslsteel.com/.

MANAGERIAL REMUNERATION AND REMUNERATION POLICY

The information required pursuant to Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

The Company has in place a directors appointment and remuneration policy, and it is available on the website of the Company at https://www.eslsteel.com/.

MATERNITY BENEFIT POLICY

The Company is pleased to report on the effective implementation and impact of its Maternity Benefit Policy. Our policy adheres to the provisions of the Maternity Benefit Act, 1961, and extends beyond statutory requirements to provide comprehensive support to our female employees during their maternity period.

Companys Parenthood Policy is a standout initiative that supports new mothers with 26-weeks Maternity Leave with full pay. New mothers are mentored by senior female colleagues who have successfully navigated similar life stages. Additionally, company offers parental leave to men for 1 week, with 100% returning to work seamlessly.

During the past financial year, the policy facilitated employees in availing maternity leave and benefits, ensuring their well-being and a smooth transition back into the workforce. The Companys commitment to supporting new mothers underscores its dedication to fostering an inclusive and supportive work environment. This policy contributes significantly to employee retention, morale, and gender diversity within the organization.

Permanent Employee Male	2025-26	Permanent Employee Female	2025-26
Number of employees who took paternity leave (Count and Date of leave) - Male	35	Number of employees who took maternity leave (Count and Date of leave) - Female	3
Number of Employees who are due to return to work i.e the day they were supposed to join back completion of paternity leave	0	Number of Employees who are due to return-to-work i. e the day they were supposed to join back completion of maternity leave	0

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year 2025-26, one complaint was received. The case was investigated by ICC within the timeframe, and necessary actions were taken.

As part of Vedanta Group, ESL is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Group has endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a robust vigil mechanism for reporting genuine concerns through the Companys Whistle Blower Policy. As per the Policy adopted by various businesses in the Group, all complaints are reported to the Director - Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated email IDs, a centralized database, a 24X7 whistle blower hotline and a web-based portal have been created to facilitate receipt of complaints.

All employees and stakeholders can register their integrity-related concerns either by calling the number or by writing on the web-based portal which is managed by an independent third party. The hotline provides multiple

local language options. All cases reported as part of whistle blower mechanism are taken to their logical conclusion within a reasonable timeframe. After the investigation, established cases are brought to the Group Ethics Committee for decision making. All Whistle Blower cases are periodically presented and reported to the Companys Audit Committee. The details of this process are provided in the Whistle Blower Policy and is posted on the Companys website https://www.eslsteel.com/.

SECRETARIAL STANDARDS

During FY 2025-26, the Company has adhered with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to ‘Meetings of the Board of Directors and ‘General Meetings issued by the ICSI and approved by the Central Government under Section 118 (10) of The Companies Act 2013.

AWARDS, RECOGNITIONS & CERTIFICATIONS

The Company has received the following awards, recognitions, and certifications during the financial year 2025- 26:

• “Fabulous Marketer” Award - 12th World Marketing Congress & Awards

• Best Supplier - Steel Award - Nirmaan: Building Beyond Structures Conclave

• Green Pro Ecolabel Certification for V-XEGA TMT Bars

• Gender Diversity Icon Recognition

• Happiness and Well-Being Award 2025 - Happiest Places to Thrive Category

• CII HR Excellence Award 2024-25 - Strong Commitment to HR Excellence Category.

• Digital HR of the Year Award - India HR Summit Awards 2026

• Platinum Category Award - Grow Care India Human Resources Digital Award

• CII Women in STEM Award

GREEN INITIATIVE

In support of “Green Initiative” taken by the Ministry of Corporate Affairs (“MCA”) in the Corporate Governance” by allowing service of documents by a Company to its Members through electronic mode, the Company will continue to send various communications and documents like notice calling general meetings, audited financial statements, directors report, auditors report etc., in electronic form, to the email address provided by the Members to the Depositories or to the Company.

The Company impresses upon its shareholders to contribute to this green initiative in full measure by registering their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to take necessary steps for registering the same so that they can also become a part of the initiative and contribute to the Green Movement.

Apart from that our Company has taken the following green initiatives during the Financial Year 2025-26:

• The Company has entered into an agreement with DVC to procure 10% of its total power requirement from renewable sources, reducing dependence on fossil fuel-based electricity and resulting in 16700 TCOi emission reduction (imported 23.5 MU Green Power).

• In terms of Low Carbon Power, 209 MU is generated by WHRB which reduces reliance on equivalent coal- based power generation.

• ESL has established an agreement with IOCL for supply of Piped Natural Gas (PNG) to progressively replace LPG consumption across plant operations.

• The following initiatives have been undertaken to support cleaner energy usage and improved environmental performance:

1) Maximization of by-product BF gas utilization up to 96% and LD gas up to 91%, reducing dependence on primary fossil fuels, ensuring near-complete utilization, and minimizing flaring losses.

2) Process optimization in Sinter by using thermal imaging tech, leading to reduction in Fossil Fuel consumption with annual potential of 28945 TCO2 emissions reduction.

3) Implementation of ITCC controller in CPP for improved steam management, resulting in Power enhancement with annual potential of 4300 TCO2 emission reduction.

ESG INITIATIVE

Environmental, Social, and Governance (ESG) initiatives represent a framework for companies to align their operations with sustainable and ethical practices, considering the long-term impact on the environment, society, and corporate governance.

ESL, with its vision to become a high-grade and low-cost steel producer adhering to the highest Environment, Health, and Safety standards, has embarked on numerous initiatives towards environment during the Financial Year 2025-26 such as:

• Implemented a robust Critical Risk Management system to proactively address high-priority risks. Reinforced its effectiveness through a dedicated town hall with business partners, emphasizing critical controls and driving alignment with the Safety Improvement Plan.

• Increase in renewable energy share through procurement of green power and in-house generation from the 1.5 MW solar rooftop system within ESL premises (total 24.9 MU RE).

• ESL has achieved Green Product award from CII as Green Pro certification for all grades of TMT V- Xega, reinforcing its commitment to environmentally sustainable products.

• Eliminated the use of paper cups in canteens by introducing sustainable, completely plastic free alternative of bagasse-based cups for tea and coffee and leaf-based bowls for food items.

• Replaced PET water bottles in office areas and conference rooms with reusable steel and glass bottles, promoting a more environmentally responsible workplace.

• Conducted a comprehensive bird survey within a 10-kilometer radius of its plant aiming to conserve avian species and strengthen biodiversity in the region, reinforcing Vedantas pledge to environmental stewardship.

Beyond its environmental efforts, ESL has also engaged in various CSR initiatives that fall under thematic Childrens Wellbeing & Education, healthcare, skill development, water sanitation & hygiene, women empowerment, animal welfare, sports, community infrastructure development & sustainable livelihood despite the minimum spending requirement is not applicable to the Company under Section 135 of the Companies Act and Rules made thereunder.

Through these comprehensive ESG initiatives, ESL Steel Limited is not only advancing towards its vision but also contributing significantly to environmental sustainability and community welfare.

APPRECIATION

The Directors would like to thank the employees, shareholders, customers, suppliers, bankers, advisors, auditors, regulatory authorities and all the other stakeholders of the Company for their confidence and continued support of the Management. Your directors would also like to place on record their appreciation to the Central and State Governments for their valuable support. Your Company also recognizes and appreciates the cooperation and support from its holding Company Vedanta Limited.

	For and on behalf of the Board of Directors
	Ravish Sharma	Poovannan Sumathi
Place: Bokaro	Chief Executive Officer & Whole Time Director	Non-Executive Director
Dated: 03.09.2026	(DIN:10914990)	(DIN: 07147100)