Ester Industries Ltd Directors Report

To The Members,

Your Directors are pleased to present the 39^th Annual Report of Ester Industries Limited ("the Company" or "EIL") along with the Audited Financial Statements of the Company for the financial year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of your Company as on 31^st March 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

OPERATIONS REVIEW

During the year under review, total Revenue from Operations of the Company on standalone basis increased by 25.14% from k 855.39 crores to k 1070.46 crores, on account of increase in revenues from Polyester Chips and Specialty Polymers both in volumetric & value terms. Revenue from Polyester Film increased by 10.20% despite marginal degrowth in volumetric terms on account of higher sales realization and margins aided by higher proportion of Value Added & Specialty products.

Profit before interest, depreciation and tax (PBIDT) including ‘Other Income on a standalone basis increased significantly from k 22.84 crores in FY 2023-24 to k 133.70 crores in FY 2024-25. The company earned net profit after tax of k 40.53 crores during the year under review as against net loss of k 43.33 crores that was incurred during FY 2023-24.

Polyester Film continued to drive the bulk of revenue for the Company with revenue increasing from k 666.31 crores to k 734.29 crores though sales of Polyester Film reduced by 2.77% in volumetric terms (from 51218 MT to 49798 MT).

Revenue from Specialty Polymers increased significantly by 91.81% in volumetric terms (from 2535 MT to 4862 MT) and

by 72.93% in value terms (from k 101.34 crores to k 175.25 crores). During the year under review, sales of R-PET increased significantly both in volumetric and value terms. R-PET is reported as part of the Specialty Polymers segment.

Revenue from Polyester Chips increased by 88.21% in volumetric terms (from 9859 MT to 18556 MT) and by 83.68% in value terms (from k 87.73 crores to k 161.14 crores).

Performance in terms of EBIT of both the businesses recorded a turnaround during the year under review. EBIT of Polyester Film SBU (including Polyester Chips) improved from Nil to 9.82% mainly on account of improvement in margins consequent to improved demand-supply balance and higher proportion of Value Added & Specialty products. Industry continues to witness robust double-digit growth in domestic demand which will ensure further improvement. The operating & financial performance of Polyester Film SBU is expected to be better during FY26 on the back of continuous robust growth in demand.

Further with Plastics Waste Management Rules (PWMR), mandating utilization of 10% recycled content in the flexible packaging laminate, coming into force from 1^st April 2025 is expected to further increase demand for Polyester Film with conversion taking place from other substrates to Polyester.

EBIT of Specialty Polymers SBU increased from 21.56% to 33.23% on account of higher revenues basis revival of economic scenario & demand trend in USA, main market for Specialty Polymer products. R-PET is reported as part of the Specialty Polymers segment. In percentage terms, EBIT margin is lower in R-PET compared to other Specialty Polymer products.

Production was higher in Polyester Chips and Specialty polymers because of reasons stated above. Capacity utilization in Polyester Films was about 88%.

On a consolidated basis, revenue from operations increased by 20.57% [from Rs. 1,063.44 crores to Rs. 1,282.14 crores]. Revenue from operations in Polyester Film SBU increased by 15.21% (from Rs. 963.92 crores to Rs. 1,110.48 crores). Performance in terms of EBITDA, PBT and PAT was significantly better in Polyester Film on account margin improvement & other reasons explained above.

In the month of March 2024, the company raised Rs. 99.90 crores in new equity (including premium). During the year under review, the Company raised Rs. 43.75 crores under Share Warrants issue of Rs. 175.00 crores. Raising funds as Equity & Share Warrants from promoters & other investors was possible because of positive medium to long term prospects of the Company.

Your company and its Wholly Owned Subsidiary, Ester Filmtech Limited have been regular with servicing of both interest on debt and repayment of due installments of term debt. Both companies continue to enjoy comfortable liquidity position.

On 1^st May 2024, your company entered into a Joint Venture Agreement with Loop Industries Inc., Canada. This partnership with Loop is aligned with the objective of moving from commodity products to innovative & specialty products through the use of new technologies. Loops patented technology to convert all types of Polyester waste into monomers, namely rDMT and rMEG combined with Esters decades of experience in Polymerization will help us achieve circularity in the true sense and a sustainable future as we move ahead. The execution of joint venture plans with Loop Industries is advancing according to established timelines. We are diligently pursuing various activities related to the projects implementation.

The wholly owned subsidiary, Ester Filmtech Limited is setting up a plant for production of R-PET of 20 KTPA in its existing factory which is expected to be commissioned by August 2025. Your Company continues to make investments in modernization, technical upgrade and debottlenecking initiatives in all the business segments to improve productivity, production efficiency and reduce wastages.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs. 0.60/- per Equity Share of face value of Rs.5/- each on the fully paid-up Equity Shares out of the profits of the Company for the financial year 2024-25.

The dividend pay-out for the year under review has been finalized in accordance with the dividend distribution policy of the company.

In terms of Regulation 43A of Listing Regulations, the Dividend Distribution Policy is available on the Companys website at https://www.esterindustries.com/sites/default/files/Divi- dend%20Distribution%20Pol.icy%20-%20Ver%202.pdf

TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserves during the financial year 2024-25.

SHARE CAPITAL

During the under review, the Company had allotted 87880 Equity Shares of face value of Rs. 5/- each, to Mr. Girish Behal, employee of the Company pursuant to exercise of Options vested with him under the Ester Industries Limited Employees Stock Option Plan - 2021, at an allotment price of Rs. 105/- per share aggregating to Rs. 92,27,400 (Rupees Ninety-Two Lakhs Twenty-Seven Thousand Four Hundred Only). As a result of such allotment, the issued, subscribed and paid-up share capital increased from Rs. 46,97,70,045/- (comprising 93954009 equity shares of Rs. 5/- each) to Rs. 47,02,09,445/- (comprising 94041889 equity shares of Rs. 5/- each). The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

Preferential issue of Share Warrants

The company had allotted 1,10,75,941 Fully Convertible Warrants ("Warrants") on a preferential basis to "Promoter & Promoter Group" and "Non- Promoter Group" at an issue price of Rs. 158/- (Rupees One Hundred and Fifty-Eight Only) per warrant to be convertible at an option of Warrant holder(s) in one or more tranches, within 18 (Eighteen) months from its allotment date i.e. 13^th November 2024 into an equivalent number of fully paid-up equity shares of the face value of Rs. 5/- each for cash, for an aggregate amount of up to Rs. 1,74,99,98,678/- (Rupees One Hundred Seventy-Four Crores Ninety Nine Lakhs Ninety Eight Thousand Six Hundred and Seventy Eight Only) in accordance with the terms and conditions approved by the shareholders of the Company through Postal Ballot dated 16^th October 2024. The Company also received in-principle approvals for the aforesaid allotment from BSE Limited and National Stock Exchange of India Limited on 31^st October 2024 and 4^th November 2024, respectively.

Except as mentioned above, the Company has not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity.

After the closure of financial year, the company has allotted 3544302 equity shares of face value of Rs. 5/- each fully paid-up, at an issue price of Rs. 158/- per equity share (including premium of Rs. 153/- each), for an aggregate amount of Rs. 55,99,99,716/- pursuant to the conversion of 35,44,302 fully convertible warrants issued on Preferential Basis to the ‘Promoter & Promoter Group and ‘Non-Promoter Category via Board Resolution dated 30^th April 2025. As a result of such allotment, the issued, subscribed and paid-up share capital increased from Rs. 47,02,09,445/- (comprising 94041889 equity shares of Rs. 5/- each) to Rs. 48,79,30,955/- (comprising 97586191 equity shares of Rs. 5/- each). The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

PUBLIC DEPOSIT

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014. There are no outstanding deposits at the end of the financial year 2024-25. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, investments, guarantees and securities provided by the Company during the year under review are given in the notes forming part of the Standalone Financial Statements of the Company as per section 186 of the Act.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2025 prepared in accordance with Section 92(3) of the Act will be made available on the Companys website and can be accessed at the following link: https://www.esterindustries.com/policies

SUBSIDIARY AND JOINT VENTURE

During the year under review, your Company incorporated Ester Loop Infinite Technologies Private Limited (ELITe) on 22^nd July, 2024 as its wholly owned subsidiary. Subsequently, upon the induction of Loop Industries Inc. ("Loop") as a shareholder on 12^th February 2025, ELITe ceased to be a subsidiary and became a Joint Venture Company with 50:50 equity held by both EIL and Loop.

As on 31^st March 2025, the Company has:

• One (1) unlisted wholly owned material subsidiary, namely Ester Filmtech Limited, and

• One (1) Joint Venture Company, namely Ester Loop Infinite Technologies Private Limited.

Mrs. Padmaja Shailen Ruparel, Independent Director of the Company, also serves as a Director on the Board of the material subsidiary, Ester Filmtech Limited.

There has been no material change in the nature of business of the material subsidiary during the year under review.

Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the Companys website and can be accessed at https://www.esterindustries.com/sites/defauLt/fiLes/Poticy% 20on%20MateriaL%20Subsidiary%20Version%20-2%2017 th%20June%202020.pdf.

In compliance with Section 129(3) of the Act, read with applicable rules, a statement containing the salient features of the financial statements of the subsidiary company in the prescribed Form AOC-1 forms part of the Consolidated Financial Statements.

Further, in accordance with Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements, along with other related documents and the audited accounts of the subsidiary, are available on the Companys website at www.esterindustries.com.

EMPLOYEES STOCK OPTION PLAN (ESOP)

(a) Ester Employee Stock Option Plan 2021

During the under review, 87,880 Equity Shares of face value of Rs. 5/- each, were allotted pursuant to exercise of Options under the Ester Industries Limited Employees Stock Option Plan - 2021, at an allotment price of Rs. 105/- per share aggregating to Rs. 92,27,400 (Rupees Ninety-Two Lakhs Twenty-Seven Thousand Four Hundred Only).

(b) Ester Employee Stock Option Plan 2024

The Board at its meeting held on 14^th September 2024, approved the adoption of "Ester Employee Stock Option Plan 2024" (the "ESOP 2024") in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, subject to approval of the shareholders of the Company and other regulatory/ statutory approvals as may be necessary. The said resolution was approved by shareholders of the Company vide special resolution passed by Postal Ballot on 16^th October, 2024. The Company also received in-principle approvals from BSE Limited and National Stock Exchange of India Limited on 26^th November, 2024 and 27^th November, 2024, respectively.

Under the said scheme, the Nomination and Remuneration Committee vide its meeting dated 14^th January, 2025, approved the grant of 1,43,742 stock options to the eligible employees.

During the year under review, no allotment of Shares was made by Company under the ESOP 2024.

There has been no variation in the terms of the options granted under any of the aforesaid schemes and both the schemes are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended.

The certificate from the Secretarial Auditors confirming that ESOP Schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Shareholders resolutions will be available for inspection.

The Nomination and Remuneration Committee monitors the compliance of these Schemes. In terms of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures for financial year 2024-25 with respect to all the ESOP Schemes are available on the Companys website and can be accessed at https://www.es- terindustries.com/esop.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March 2025, your Companys Board of Directors ("the Board"), consists of Eight Directors comprising of three Executive Directors, one Non-Executive Non-Independent Director and Four Independent Directors including one Woman Independent Director. The details of the Board and Committee composition, tenure of Directors and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Re-appointment/Cessation

The following changes took place in the Directorships during the financial year ended 31^st March 2025, and post closure of financial year, till the date of this Report:

Appointment/Re-appointment

1 . Mr. Ayush Vardhan Singhania (DIN: 05176205) was re-appointed as Whole-time Director of the Company for a period of 5 (Five) years w.e.f. 1^st June, 2024.

The aforesaid re-appointment was regularized and duly approved by the shareholders vide Special resolution passed by Postal Ballot on 26^th August, 2024.

2. Mrs. Padmaja Shailen Ruparel (DIN: 01383513) was re-appointed as an Independent Director of the Company for a second term of 5 (Five) years, w.e.f. 1st April, 2025.

3. Mr. Abhay Anant Gupte (DIN: 00389288) was appointed as an Independent Director of the Company for a first term of 5 (Five) years, w.e.f. 6th May, 2025.

The aforesaid re-appointment and appointment were regularized and duly approved by the shareholders vide Special resolutions passed by Postal Ballot on 26^th June 2025.

Cessation

• Mr. Sandeep Dinodia (DIN: 00005395) has completed his second term as Independent Director from the closing of business hours of 31st March 2025 and accordingly ceased to be Independent Director on the Board of the Company.

• Mrs. Archana Singhania (DIN: 01096776), has resigned from the designation of Non-Executive Non-Independent Director of the Company w.e.f. 30th April 2025.

The Board of Directors place on record their deep appreciation for the wisdom, knowledge and guidance provided by the aforementioned Directors during their tenure.

Re-appointment of Director retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Pradeep Kumar Rustagi (DIN:00879345), Whole Time Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment.

An appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Director and other related information as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Declaration by Independent Directors

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors of the Company;

•  

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. Details of key skills, expertise and core competencies of the Board, including the Independent Directors, are available in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, a separate meeting of the Independent Directors was held on 5^th February 2025.

Key Managerial Personnels (KMPs)

During the year under review, on the recommendation of Nomination and Remuneration Committee, Mr. Vaibhav Jha was appointed as the Deputy CEO (designated as Key Managerial Personnel) of the Company w.e.f. 16^th December 2024.

As on 31^st March 2025, the following are Key Managerial Personnels ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Arvind Singhania, Managing Director (designated Chairman & CEO)

• Mr. Vaibhav Jha, Deputy CEO

• Mr. Pradeep Kumar Rustagi, Whole-Time Director (designated Executive Director-Corporate Affairs)

• Mr. Ayush Vardhan Singhania, Whole-time Director

• Mr. Sourabh Agarwal, Chief Financial Officer

• Ms. Poornima Gupta, Company Secretary

MEETINGS OF THE BOARD

The Board of Directors met 8 (Eight) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

As on 31^st March 2025, the Board has constituted the following Statutory Committees pursuant to the applicable provisions of the Act and the Listing Regulations

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

Details of all the Committees constituted by the Board, are given in the Corporate Governance Report, which forms part of this Annual Report.

PERFORMANCE EVALUATION

The Company has a Policy for performance evaluation of all the Directors, Chairperson of Board as a whole and Committees of the Board.

An annual evaluation was carried out of the performance of the Board, Boards committees, all the directors and

Chairperson pursuant to the provisions of the Act as well as Listing Regulations.

The following evaluation process has been adopted by the Company-

1. Independent Directors at their separate meeting

without the presence of Non-Independent Director, had reviewed the performance of the Chairperson, Non-Independent Directors and the Board. While

evaluating the performance of the Chairperson, the views of Executive Directors and Non-executive Directors were also taken into account.

2. Nomination and Remuneration Committee carried out

the performance evaluation of all the Directors,

Committees of the Board and the Board as a whole.

3. The Board had evaluated its own performance,

performance of its Committees and each Director.

The process of performance evaluation was based on the criteria prescribed in the Policy on Performance Evaluation which is available on the Companys website at https://www.esterindustries.com/sites/defauLt/files/Perfor mance Evaluation Policy.pdf

AUDITORS AND AUDITORS REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, M/s Walker Chandiok & Co. LLP, Chartered Accountants (FRN: 001076N/ N500013), were appointed as the Statutory Auditors of the Company at the 36^th Annual General Meeting (AGM) held on 28^th September, 2022, for a period of five (5) years to hold office till the conclusion of the 41st AGM of the Company, to be held in the year 2027.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks or disclaimers. The notes to the financial statements referred in the Auditors Report are self-explanatory.

Cost Auditors

During the year under review, the Board of Directors based on the recommendation of the Audit Committee, re-appointed M/s. R. J. Goel & Co., Cost Accountants, as the Cost Auditors of the Company to audit the cost records for the financial year 2025-26.

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of Rs. 4,00,000/- (Rupees Four Lakhs only), excluding applicable taxes and

reimbursement of out-of-pocket expenses, as payable to the Cost Auditors for the financial year 2025-26, is required to be ratified by the members at the ensuing Annual General Meeting. Accordingly, a resolution for ratification of the said remuneration is being placed before the members for their approval at the ensuing AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has re-appointed M/s. Dhananjay Shukla & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2024-25.

Further as per the provisions of Regulation 24A of the Listing Regulations, Ester Filmtech Limited ("EFTL"), which is a material subsidiary of the Company, has appointed Mr. Akash Jain, Practicing Company Secretary, as its Secretarial Auditor for the financial year 2024-25.

The Secretarial Audit Report of the Company and of EFTL are appended as Annexure-I and Annexure-II respectively to the Boards Report. The said Reports do not contain any qualifications, reservations, adverse remarks or disclaimer requiring explanation or comments from the Board under Section 134(3) of the Act.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported to the Audit Committee or to the Board, any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Act.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Act and rules made thereunder, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR Policy. The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the Companys website at https://www.esterindustries.com/sites/default/- files/Corporate Social Responsibility Policy.pdf

The Annual Report on CSR activities is appended as Annexure-III to the Boards Report. Further, the Executive Director-Corporate Affairs and Chief Financial Officer of the Company has certified that the amount spent on CSR for the financial year 2024-25 have been utilized for the purposes and in the manner approved by the Board.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company in terms of the Listing Regulations, together with a Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Code of Conduct

In compliance with corporate governance requirements as per the Listing Regulations, your Company has formulated and implemented a Code of Conduct which is applicable to all Directors and Senior Management of the Company, who have affirmed the compliance thereto. A declaration to this effect duly signed by Mr. Arvind Singhania, Chairman & CEO is enclosed as a part of the Corporate Governance Report which forms part of this Annual Report. The said Code of Conduct is available on the Companys website at https://www.esterin- dustries.com/sites/defauLt/files/Code%20of%20Conduct.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with the Listing Regulations, the BRSR for the financial Year 2024-25, describing the initiatives taken by the Company from an environment, social and governance (ESG) perspective, is presented in a separate section forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has established a well-defined and documented internal control framework for itself and for its wholly owned subsidiary, Ester Filmtech Limited.

The internal control systems and procedures in place are adequate and designed to ensure compliance with applicable policies, standard practices, laws, rules, regulations, and statutory requirements. These controls provide reasonable assurance with respect to:

• Efficient, effective, and transparent operations;

• Adequate safeguards for the assets owned;

• Prevention and timely detection of fraud, errors, misstatements, and misappropriations;

• Accuracy and integrity of accounting records and reports;

• Robust IT security controls;

• Effective implementation of systems, policies, and procedures that support fair and accurate financial reporting; and

• Timely preparation of reliable financial statements and reports.

During the year under review, certain internal controls were modified to reflect changes in the business environment and operational needs.

The Company follows accounting policies consistent with the Accounting Standards prescribed under the Companies (Accounting Standards) Rules, 2006, as applicable under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. These policies are aligned with

generally accepted accounting principles in India. Any changes in accounting policies are reviewed and approved by the Audit Committee.

Internal audits are conducted periodically by the Companys Internal Auditors to assess the adequacy and effectiveness of financial and operational controls. Significant audit findings are reported to the Audit Committee, which monitors the implementation of recommended actions. This process ensures that the Companys systems, policies, and procedures are adhered to effectively.

The Company leverages ERP software (SAP S/4 HANA 2021) integrated with its internal controls framework to ensure timely and accurate financial reporting.

Additionally, statutory compliance is monitored through a structured reporting mechanism. Each functional area is responsible for confirming compliance with applicable laws and regulations relevant to their operations. These confirmations are consolidated for Board-level review and oversight as part of the Companys comprehensive compliance framework.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions with related parties, entered into during the financial year under review, were on an arms length basis and in the ordinary course of business. All such contracts or arrangements, wherever required, have been approved by the Audit Committee and the Board.

During the year under review, your Company has not entered into any transaction with a related party which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2, is not applicable.

The details of the related party transactions as required under IND AS 24 have been disclosed in Note 37 to the standalone financial statements forming part of this Annual Report.

The Policy on Related Party Transactions, is available on the Companys website at https://www.esterindus- tries.com/sites/default/files/RPT %20Clean Ver.pdf

POLICIES ADOPTED BY THE COMANY

a) Vigil Mechanism/Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a Vigil Mechanism/Whistle Blower Policy with a view to provide a mechanism for employees of the Company to raise concerns of suspected frauds, instances for leakage or suspected leakage of Unpublished Price Sensitive Information, any violations of legal/regulatory requirements or code of conduct/policy of the Company, incorrect or misrepresentation of any financial statements and reports, etc. The policy aims to provide an avenue for employees and directors to raise concerns and reassure them that they will be protected from reprisals or victimization for whistle blowing in good faith. The practice of the Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

The Whistle Blower Policy of the Company is also available on the Companys website at https://www.es- terindustries.com/sites/default/fiLes/Whistle blower policy.pdf.

b) Nomination and Remuneration Policy

Nomination and Remuneration Committee has framed a Nomination and Remuneration policy for determining criteria of selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel including determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act and Listing Regulations. The salient aspects covered in 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 Policy is available on the Companys website at https://www.esterindustries.com/sites/defauLt/Rs.fiLes/R evised%20NRC%20Policy%20PDF.pdf

c) Risk Management Policy

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has constituted the Risk Management Committee (RMC) to frame, implement and monitor the risk mitigation plan and ensuring its effectiveness. The Audit Committee has an additional oversight in the area of financial risks and controls.

The constitution and the terms and reference of the Committee are given in the Report on Corporate Governance which forms part of this Annual report.

A detailed note on Risk Management System has been provided in the Management Discussion and Analysis (MDA) Report, which forms part of this Annual Report.

The Risk Management Policy is available on the Companys website at https://w- ww.esterindustries.com/sites/default/- files/Ester%20Risk%20Management%20Policy.pdf

d) Prevention of Sexual Harassment (POSH) at workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, the Company has laid down an Anti-Sexual Harassment Policy and has constituted Internal Complaints Committees (ICC), to consider and resolve the complaints related to sexual harassment. The ICC includes external member with relevant experience. The Company has zero tolerance on sexual harassment at the workplace. The ICC also work extensively on creating awareness on relevance of sexual harassment issues including while working remotely. The employees are required to undergo mandatory training on POSH to sensitize themselves and strengthen their awareness.

e) Maternity Benefit Act, 1961

The Company is in compliance with the applicable provisions relating to the Maternity Benefit Act, 1961.

OTHER DISCLOSURES

i. Secretarial Standards

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

ii. Change in Registered Office and Nature of Business

There was no change in the Registered Office and nature of business of the Company during the year under review.

iii. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report.

iv. Disclosure under section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-IV to the Boards Report.

Other information on compensation of employees as required under section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure which is available for inspection by the shareholders at the registered office of the Company during business hours on working days upto the date of ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at investor@ester.in.

v. Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

vi Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection

Fund Authority are available in the Corporate Governance Report, which forms part of this Annual Report.

vii. Neither the Chairman & Managing Director nor the Whole-Time Directors was in receipt of any remuneration or commission from any holding/ subsidiary company of your Company for the financial year 2024-25.

viii. No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

ix. The requirement to disclose the details of difference between the amount of valuation done at the time of a one-time settlement and the valuation done while taking loan from banks or financial institutions, along with the reasons thereof, is not applicable for the year under review.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure-V to the Boards Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Act [including any statutory modification(s) or re-enactment(s) for the time being in force], the Directors of your Company, to the best of their knowledge and ability, state that:-

1. in the preparation of annual financial statements for the financial year ended 31st March 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

2. they have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

3. proper and sufficient care has been taken 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 fraud and other irregularities;

4. the annual financial statements of the Company for the financial year ended on 31st March 2025 have been prepared on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

1.  

7. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the co-operation and assistance received from various departments of the Central & State Government, Banks and Non-banking finance companies. Your Directors also express their gratitude and thanks to Customers, Suppliers and other Business Associates for their continued co-operation and patronage.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the workmen, staff and executives of the Company at all levels to ensure that your Company continues to grow and excel. Your Directors also thank the shareholders for their continued support.

For and on behalf of the Board

Sd/-

Arvind Singhania

Chairman & CEO

(DIN: 00934017)

Place: New Delhi

Date: 30^th July 2025