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:

R in Crores)

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 ^ 1,063.44 crores to ^ 1,282.14 crores].
Revenue from operations in Polyester Film SBU increased
by 15.21% (from ^ 963.92 crores to ^ 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 ^ 99.90
crores in new equity (including premium). During the year
under review, the Company raised ^ 43.75 crores under Share
Warrants issue of ^ 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. Loop's patented
technology to convert all types of Polyester waste into
monomers, namely rDMT and rMEG combined with Ester's
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 project's
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
^ 0.60/- per Equity Share of face value of ^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 Company's 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 ^ 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 ^ 105/-
per share aggregating to ^ 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 ^ 46,97,70,045/- (comprising
93954009 equity shares of ^ 5/- each) to ^ 47,02,09,445/-
(comprising 94041889 equity shares of ^ 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 ^ 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 ^ 5/- each for cash, for an aggregate
amount of up to ^ 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 ^ 5/- each fully
paid-up, at an issue price of ^ 158/- per equity share
(including premium of ^ 153/- each), for an aggregate amount
of ^ 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 ^ 47,02,09,445/- (comprising 94041889
equity shares of ^ 5/- each) to ^ 48,79,30,955/- (comprising
97586191 equity shares of ^ 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
Company's 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 Company's 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 Company's 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 ^ 5/- each, were allotted pursuant to exercise of
Options under the Ester Industries Limited Employees
Stock Option Plan - 2021, at an allotment price of ^ 105/-
per share aggregating to ^ 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 Shareholder's 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
Company's 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 Company's 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. 1^st 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. 6^th 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 31^st 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. 30^th 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 Director's 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, Board's 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 Company's 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 Auditor's 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 ^ 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
Board's 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 Company's
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 Board's 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 Company's 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 Company's
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 Company's 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 Company's comprehensive
compliance framework.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions with related parties,
entered into during the financial year under review, were on
an arm's 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 Company's 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 Company's website at https://www.es-
terindustries.com/sites/default/fiLes/Whistle b¬
lower 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 Company's website at
https://www.esterindustries.com/sites/defauLt/^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 Company's 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 Board's 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 Board's 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 31^st 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 31^st 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

6. 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

Place: New Delhi Chairman & CEO

Date: 30^th July 2025 (DIN: 00934017)