Your Directors have pleasure in presenting the 39th Annual Report on the business and operations of the Company and Audited FinancialStatements for the year ended on 31st March, 2025.
The standalone financial performance of the Company for the year ended on 31st March, 2025 is summarized below:
Particulars
2024-2025
2023-2024
Total Income
4122.92
4275.84
Total Expenses
3743.33
3851.36
Profit / (Loss) before Finance Costs, Depreciation and Amortisation
379.59
424.48
Less : Finance Costs
45.52
59.82
Depreciation and Amortisation Expenses
44.39
45.23
Profit / (Loss) before Exceptional Items and Tax
289.68
319.43
Less : Exceptional Items
106.78
-
Profit / (Loss) before Tax
396.46
Less: Tax Expenses (including Deferred Tax)
(32.14)
Profit / (Loss) for the Year
428.60
Other Comprehensive Income
(2.78)
(2.24)
Total Comprehensive Income
425.82
317.19
Earning Per Equity Share
(Basic & Diluted before exceptional Item)
252.61
250.73
(Basic & Diluted after exceptional Item)
336.42
The Company is engaged in the business of manufacturinginduction furnaces, TMT Bars, Ductile Iron Pipes (DI Pipes), ElectricVehicles, Transformers etc.
During the year ended on 31st March, 2025, the total incomeof the Company was Rs. 4122.92 Crore compared to 4275.84Crore of previous financial year. The Profit before Finance Costs,Depreciation and Amortisation was Rs. 379.59 Crore as comparedto Rs. 424.28 Crore of previous financial year. The net profit forthe current financial year was Rs. 428.60 Crore as compared toRs. 319.43 Crore of previous financial year. A detailed analysis ofperformance for the year is included in the Management Discussionand Analysis, which forms part of this Annual Report.
During the financial year, there was no change in the nature ofbusiness carried out by the Company.
During the financial year under review, no amount has beentransferred to the General Reserve.
In view of accumulated losses during the previous financial yearsand fund requirements, the Board of Directors of the Company donot recommend any dividend on Equity Shares and on PreferenceShares for the year ended on 31st March, 2025.
There are no material changes and commitments, affecting thefinancial position of the Company which have occurred betweenthe end of the financial year of the Company to which the financialstatements relate and the date of the report.
The consolidated financial statements of the Company forthe financial year 2024-2025 are prepared in compliance withapplicable provisions of the Companies Act, 2013, Indian AccountingStandards ("Ind AS") and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("SEBI LODR Regulations, 2015"),which form part of this Annual Report.
The Company has the following subsidiaries / joint venturecompanies as on 31st March, 2025:
1. Hans Ispat Limited
2. Electrotherm Services Limited
3. Shree Ram Electro Cast Limited
4. Jinhua Indus Enterprises Limited
5. Jinhua Jahari Enterprises Limited (Step-down SubsidiaryCompany)
6. Bhaskarpara Coal Company Limited (Joint Venture Company)
Pursuant to Section 129(3) of the Companies Act, 2013, a statementcontaining the salient features of the financial statement includingthe highlights of the performance of the subsidiary / jointventure companies in Form AOC-1 is attached as "Annexure - A"to this Report.
Pursuant to Section 136 of the Companies Act, 2013, the financialstatements of the Company, consolidated financial statementsalong with relevant documents and separate audited accounts inrespect of subsidiaries / joint venture companies, are available onthe website of the Company at https://www.electrotherm.com/investors/annual-reports.
Further, during the financial year 2024-2025, the Company has soldentire stake (i.e. 80.49%) in ET Elec-Trans Limited on 13th November,2024. Consequently, ET Elec-Trans Limited ceased to be subsidiaryof the Company. Except this, none of the companies have becomeor ceased to be subsidiaries, joint ventures or associate companiesduring the financial year 2024-2025.
During the financial year 2024-2025, four (4) Board Meetings wereheld. Details of the composition of the Board and its Committeesand meetings held, attendance of the Directors at such meetingsand other relevant details are provided in the CorporateGovernance Report.
Pursuant to the provisions of Section 152 of the CompaniesAct, 2013 read with the Companies (Appointment andQualification of Directors) Rules, 2014 and Articles ofAssociation of the Company, Mr. Shailesh Bhandari (DIN:00058866), retires by rotation at the ensuing Annual GeneralMeeting and being eligible, offers himself for re-appointment.
During the year 2024-2025, an ordinary resolution related to"Continuation of Directorship of Mr. Mukesh Bhandari (DIN:00014511) as a Non-Executive Director of the Company" interms of Regulation 17(1D) of the SEBI LODR Regulations,2015 placed at the 38th Annual General Meeting of theCompany held on Thursday, 12th September, 2024, did notpass with requisite majority. As such, Mr. Mukesh Bhandari(DIN: 00014511) ceased to be a Non-Executive Director /Director of the Company with effect from the date of 38thAnnual General Meeting i.e. 12th September, 2024.
Further, on the recommendation of Nomination andRemuneration Committee, the Board of Directors of theCompany, in their meeting held on 10th April, 2025, approvedthe appointment of Mr. Tushar Jani (DIN: 06745225) as anAdditional Director to hold office up to the date of nextAnnual General Meeting or General Meeting to be convenedwithin 3 months from the date of appointment, whicheveris earlier, pursuant to the provisions of Section 161 of theCompanies Act, 2013 ("Act") and Regulation 17(1C) of the SEBILODR Regulations, 2015.
Further, pursuant to the provisions of Section 196, 197 and200 read with Schedule V and all other applicable provisions,if any, of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014, Mr. Tushar Jani (DIN: 06745225) was appointedas a Whole-time Director of the Company for the period ofthree years commencing from 10th April, 2025 and concluding09th April, 2028, subject to the approval of the shareholders inensuing General Meeting. The Shareholders of the Company,approved the appointment of Mr. Tushar Jani (DIN: 06745225)as (i) a Director, liable to retire by rotation and (ii) as a WholeTime Director of the Company for a period of three yearscommencing from 10th April, 2025 and concluding on 9th April,2028, by passing ordinary resolutions through postal balloton 27th June, 2025.
During the financial year 2024-2025, Mr. Chirag Shah resignedas a Chief Financial Officer of the Company with effect from12th April, 2024. Mr. Amit Kumar Patwarika was appointed asa Chief Financial Officer of the Company with effect from 11thFebruary, 2025.
Further, Mr. Harish Mukati was appointed as a Chief ExecutiveOfficer (Steel Division) with effect from 14th November, 2024.
Except above, there was no change in the Key ManagerialPersonnel during the year under review.
Further, Mr. Tushar Jani has been appointed as a Whole TimeDirector of the Company with effect from 10th April, 2025.
As on the date of the report, following are Key ManagerialPersonnel ("KMP") of the Company as per Section 2(51) and/or Section 203 of the Companies Act, 2013:
• Mr. Shailesh Bhandari (DIN: 00058866) - ExecutiveVice Chairman
• Mr. Suraj Bhandari (DIN: 07296523) - Managing Director
• Mr. Tushar Jani (DIN: 06745225) - Whole Time Director
• Mr. Fageshkumar R. Soni - Company Secretary
• Mr. Harish Mukati - Chief Executive Officer (Steel Division)
• Mr. Amit Kumar Patwarika - Chief Financial Officer
The Company has received declaration of Independenceas stipulated under Section 149(7) of the Companies Act,2013 and Regulation 16(1)(b) of the SEBI LODR Regulations,2015 from all Independent Directors confirming that theymeet the criteria of independence and not disqualified from
appointment / continuing as an Independent Director andthey have complied with the code of conduct for IndependentDirectors prescribed in Schedule IV of the CompaniesAct, 2013. Further, pursuant to Companies (Creation andMaintenance of databank of Independent Directors) Rules2019, Independent Directors registered their name in theIndependent Director's Databank.
In terms of the provisions of Section 134(3)(p) of theCompanies Act, 2013 read with Rule 8(4) of the Companies(Accounts) Rules, 2014 and SEBI LODR Regulations, 2015, theNomination and Remuneration Committee has carried outthe annual evaluation of performance of the Board and itsCommittees and the Board of Directors has carried out theannual evaluation of the performance of individual directors.The manner in which the evaluation was carried out isprovided in the Corporate Governance Report, which is partof this Annual Report.
The Board of Directors of the Company has, on therecommendation of Nomination and RemunerationCommittee, framed and adopted a policy for selection andappointment of Directors, Key Managerial Personnel, SeniorManagement and their remuneration. The salient aspects ofthe Nomination and Remuneration Policy, covering the policyon appointment and remuneration of Directors and othermatters have been outlined in the Corporate GovernanceReport which forms part of this Annual Report. The saidpolicy is available on the website of the Company at https://www.electrotherm.com/investors/codes-and-policies.
Particulars of investment made, loan and guarantee given ascovered under the Section 186 of the Companies Act, 2013, hasbeen provided in the Note No. 5, 6 & 32 of the notes to the financialstatements which form part of this Annual Report.
Pursuant to the provisions of Section 135 of the Companies Act,2013 read with the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, the Company has constituted a CSR Committee.The Board of Directors on the recommendation of CSR Committeehad approved the Corporate Social Responsibility Policy. The CSRPolicy is available on the website of the Company at https://www.electrotherm.com/investors/codes-and-policies. The compositionand terms of reference of the CSR Committee are detailed in theenclosed Corporate Governance Report.
The Annual Report on CSR Activities during the financial year 2024¬2025 forming part of this Board's Report is annexed herewith as"Annexure - B" to this report.
The Company has entered into related party transactions on arm'slength basis. During the year, the Company had not entered intoany contract / arrangement / transaction with related parties
which could be considered material in accordance with the Policyof the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and ondealing with related party transactions as approved by the Boardmay be accessed on the Company's website at https://www.electrotherm.com/investors/codes-and-policies.
There are no materially significant related party transactions thatmay have potential conflict with interest of the Company at large.The details of transactions with related parties for the financial yearended on 31st March, 2025 is given in Note No. 44 of the financialstatements which is part of this Annual Report of the Company.
During the financial year 2024-2025, the Company has notaccepted any deposit within the meaning of Section 73 to 76 ofthe Companies Act, 2013 read with the Companies (Acceptance ofDeposits) Rules, 2014. Further, there are no outstanding depositsas on 31st March, 2025.
Pursuant to Section 134(3)(c) of the Companies Act, 2013, theDirectors state that:
a) in the preparation of the annual accounts for the financialyear ended on 31st March, 2025, the applicable accountingstandards had been followed along with proper explanationrelating to material departures, if any;
b) the Directors had selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company at theend of financial year and of the profit or loss of the companyfor that period;
c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013 forsafeguarding the assets of the company and for preventingand detecting frauds and other irregularities;
d) the Directors had prepared the Annual Accounts on agoing concern basis;
e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financialcontrols are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
Pursuant to the provisions of Section 139, 142 and otherapplicable provisions of the Companies Act, 2013 read withthe Companies (Audit and Auditors) Rules, 2014, M/s. HiteshPrakash Shah & Co., Chartered Accountants (Firm RegistrationNo. 127614W), Ahmedabad, were appointed as Statutory
Auditor of the Company at the 36th Annual General Meetingheld on 31st August, 2022 for a second term of five (5) yearsbeginning from the conclusion of the 36th Annual GeneralMeeting till the conclusion of the 41st Annual General Meetingto be held in the year 2027.
In the Independent Auditors' Report for the year endedon 31st March, 2025, there are certain matters of emphasisrelated to (a) Note No 15(c), 15(f), 15(g) and 36 in respectof non-payment of Instalments and Interest due, termsand conditions of the settlement agreement prescribing forrestoration of loan amount to the original amount in caseof default on account of non-compliance of said terms andconditions and treatment in the books of accounts of theassignment / settlement of debts of Asset ReconstructionCompany (ARC) and Bank. (b) Note No 18 which describesthe redemption of non-cumulative redeemable preferenceshares amounting to Rs 12.00 Crore that were due forredemption. The Company has filed a petition under Section55(3) of the Companies Act, 2013, before the Hon'bleNational Company Law Tribunal (NCLT) seeking approvalfor issue of Non-cumulative Redeemable Preference Sharesto the existing preference shareholders of the amountequivalent to the amount of the unredeemed preferenceshares on the same terms and the matter is currently pendingfor further consideration. (c) Note No 32(a), 37 and 41 inrespect of pending enquiries / notices / summons / litigationrecovery / fraud proceedings against the Company and theDirectors of the Company. (d) Note No 37(d)(iii) in respectof search conducted by Directorate of Enforcement, ZonalOffice, Ahmedabad (ED) at the Corporate Office & factory ofthe company at Palodia and at the residence of Mr. ShaileshBhandari on January 10, 2025 and consequent order offreezing certain bank accounts and vehicles by the ED. (e)Note No 39(b) in respect of confirmation / reconciliationof few accounts of "Trade Receivables", "Trade Payables","Advance from Customers", Advances Recoverable in Cash orKind", and "Advance to suppliers and other parties". (f) Noteno. 43 which describes the execution of a Family SettlementAgreement (FSA) among the members of the Bhandari Family,who are part of the promoter group/shareholders of theCompany. The agreement seeks to resolve inter se familyand business matters and potentially result in changes to theshareholding and control of group entities.
The relevant Notes to accounts related to these matters ofemphasis are self-explanatory.
With regard to the qualification in the Independent Auditors'Report in reference to Note No. 38 of non-provision ofinterest on NPA accounts of bank, on approximate basis ofRs. 131.80 Crores, for the year under consideration and totalamount of such unprovided interest till date is Rs. 916.51Crores, the Board of Directors submits that the loan accountof the Company have been classified as Non-PerformingAssets (NPA) by Rare Asset Reconstruction Limited (beingdebt assignee of Indian Overseas Bank) and the said Bank/ ARC has not charged interest on the said account and
therefore provision for interest has not been made in thebooks of accounts.
M/s. V. H. Savaliya & Associates, Cost Accountants,Ahmedabad, appointed as Cost Auditor, to conduct thecost audit of the Company for the financial year ending on31st March, 2025.
Further, pursuant to the consent and certificate receivedfrom M/s. V. H. Savaliya & Associates, Cost Accountants,Ahmedabad (Membership No. 13867, FRN: 100346) and asper Section 148 and other applicable provisions if any, ofthe Companies Act, 2013 read with Companies (Audit andAuditors) Rules, 2014, the Board of Directors of the Companyhas on the recommendation of Audit Committee appointedthem as Cost Auditor, to conduct the cost audit of theCompany for the financial year ending on 31st March, 2026,at a remuneration as mentioned in the notice conveningthe Annual General Meeting, subject to ratification of theremuneration by the Members of the Company.
Maintenance of cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of theCompanies Act, 2013, is applicable to the Company andaccordingly such accounts and records are made andmaintained by the Company.
Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014and Regulation 24A of the SEBI LODR Regulations 2015,the Company has appointed M/s. Shyamsingh Tomar &Associates, Practising Company Secretaries, to conductthe Secretarial Audit of the Company for the financial year2024-2025. The Secretarial Audit Report in Form No. MR-3 isannexed herewith as "Annexure - C" to this report.
With regard to qualifications of the Secretarial Auditor, theBoard of Directors submits as under:
(a) With regard to non-appointment of Chief FinancialOfficer (CFO): The Company was in process to identifythe suitable candidate for the said post and appointedMr. Amit Kumar Patwarika as a Chief Financial Officerwith effect from 11th February, 2025. Upon theappointment of CFO, the Company is in compliance withthe provisions of Section 203 of the Companies Act, 2013and Regulation 26A of the SEBI LODR Regulations, 2015.
(b) With regard to composition of the Board with less thansix Director: The Company was in process to find suitableperson to be appointed as a Director on the Board ofthe Company and thereafter, appointed Mr. Tushar Jani(DIN: 06745225) as Whole Time Director with effect from10th April, 2025. Upon the appointment of a Director,the Company is in compliance with the provisions ofRegulation 17(1) of the SEBI LODR Regulations, 2015.
Further, pursuant to Regulation 24A of the SEBI LODRRegulations, 2015, subject to approval of the Shareholdersin the ensuring Annual General Meeting, M/s. BharatPrajapati & Co. Practising Company Secretaries, Ahmedabad(Membership No. FCS - 9416 & COP No. 10788), a peerreviewed firm (Peer Review Certificate No. 2367/2022) hasbeen appointed as Secretarial Auditor of the Company tohold office for a period of five consecutive years commencingfrom Financial Year 2025-26 to Financial Year 2029-30. Theapproval of the shareholder is being obtained in the 39thAnnual General Meeting (AGM).
The information required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies(Accounts) Rules, 2014 with respect to conservation of energy,technology absorption and foreign exchange earnings and outgois given in ''Annexure - D" which forms part of this Annual Report.
The information required pursuant to Section 197 of the CompaniesAct, 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 in respect ofthe employees are given in “Annexure - E" to this Annual Report.
The composition, terms of the reference, number of meetingsand attendance at the Audit Committee meetings held during thefinancial year 2024-2025 are covered in the enclosed CorporateGovernance Report.
As on 31st March, 2025, the Audit Committee consists of (i) Mr. PratapMohan, Independent Director as a Chairman (ii) Mr. Dinesh Mukati,Independent Director as a Member and (iii) Ms. Nivedita R. Sarda,Independent Director as a Member.
The Risk Management covers various criteria for identification ofkey risk, action plans to mitigate those risks, review and reportingof identified risks on periodical basis etc.
In the opinion of the Board of the Directors of the Company, thereare elements of risks in the nature of various legal cases includingfor recovery of dues and attachment of certain properties whichmay threaten the existence of the Company.
Presently, there are certain significant and material orders passedby the regulator / court / tribunal which may impact the Companyand its operations in future as mentioned in Note No. 37 & 41 of thestandalone financial statements which is part of this Annual Report.
In compliance with the provisions of SEBI LODR Regulations, 2015,a separate report on Corporate Governance along with a certificatefrom a Practicing Company Secretary regarding the status ofcompliance of conditions of corporate governance forms a part ofthis Annual Report.
The Company is committed to highest standards of ethical, moraland legal business conduct. Accordingly, the Board of Directors haveformulated Whistle Blower Policy / Vigil Mechanism in compliancewith the provisions of Section 177(10) of the Companies Act,2013 and Regulation 22 of the SEBI LODR Regulations, 2015. Thepolicy provides for a framework and process whereby concernscan be raised by its employees against any kind of discrimination,harassment, victimization or any other unfair practice beingadopted against them. More details of the Whistle Blower Policy/ Vigil Mechanism are explained in the Corporate GovernanceReport. The Whistle Blower Policy / Vigil Mechanism is availableon the website of the Company at https://www.electrotherm.com/investors/codes-and-policies.
Pursuant to Regulation 34(2)(e) read with Part B of Schedule V ofthe SEBI LODR Regulations, 2015, Management Discussion andAnalysis Report is annexed after the Board's Report and form a partof this Annual Report.
Pursuant to Section 134(3)(a) and Section 92(3) of the CompaniesAct, 2013, the Annual Return in form of Form MGT - 7 as on 31stMarch, 2025 is available on the website of the Company at https://www.electrotherm.com/investors/annual-reports.
The Company has put in place adequate internal financial controlswith reference to the financial statements. During the financialyear, such internal financial controls were operating effectivelyand it is commensurate with the size, scale and complexity of theCompany and the nature of business of the Company.
During the year under review, the Company has complied withthe applicable Secretarial Standards issued by The Institute ofCompany Secretaries of India (ICSI).
The Company is committed to provide a work environment thatensures every employee is treated with dignity, respect andafforded equal treatment. The Company has complied with theprovisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 and duringthe financial year, there was no complaint of sexual harassmentreceived or disposed off or case pending for more than ninety days.
a) During the financial year 2024-2025, there was no changein authorized share capital, subscribed and paid-up sharecapital of the Company. Also, there was no reclassification /sub-division in authorized share capital of the Company.
b) There was no reduction of share capital or buy back of sharesor change in capital resulting from restructuring.
c) The Company has not issued equity shares with differentialrights as to dividend, voting or otherwise.
d) The Company has not issued sweat equity shares to itsdirectors or employees.
e) The Company does not have any Employees Stock OptionScheme for its Employees / Directors.
f) During the financial year 2024-2025, the Company has notmade allotment of any securities and as such, the requirementfor obtaining credit rating was not applicable to the company.
g) The Company has filed petition under Section 55(3) of theCompanies Act, 2013, before the Hon'ble National CompanyLaw Tribunal ('NCLT'), Ahmedabad Bench, on 11th March, 2025,for approving issuance of 6% Non-Cumulative RedeemablePreference Shares ("NCRPS") of 10/- (Rupees Ten Only)each, to the existing NCRPS holders, of amount equivalentto the amount of Unredeemed Preference Shares of Rs.12,00,00,000/- (Rupees Twelve Crore Only) on the same termsof existing 6% NCRPS, in lieu of the unredeemed preferenceshares; and on the issue of such further RedeemablePreference Shares, original Unredeemed Preference Sharesshall be deemed to have been redeemed. The said petitionis pending for further consideration. Necessary adjustmentwith respect to issue of NCRPS will be made upon approval bythe Hon'ble NCLT.
h) There is no money lying to unpaid / unclaimed dividendaccount pertaining to any of the previous years with theCompany. As such the Company is not required to transfersuch amount to the Investor Education and Protection Fundestablished by the Central Government.
i) The Auditor has not reported any frauds under sub-section(12) of Section 143 of the Companies Act, 2013.
j) The details of difference between amount of valuation doneat the time of one time settlement and the valuation donewhile taking loan from the Banks or Financial Institutionsalong with the reasons thereof is not applicable, as there wasno valuation done at the time of one time settlement withBank / Financial Institutions.
k) During the financial year 2024-2025, no application is madeunder the Insolvency and Bankruptcy Code, 2016 ("IBC 2016")by the Company and no proceedings are pending under IBC2016 against the Company.
l) The Company follows the compliance of the provisionsrelating to the Maternity Benefit Act, 1961.
m) During the financial year 2024-2025, the Company receiveda letter from Mr. Mukesh Bhandari and his family membersand Mr. Shailesh Bhandari and his family members (Membersof Promoter and Promoter group) about the execution ofFamily Settlement Agreement amongst the Bhandari Family.The Company has submitted the required disclosure to theStock Exchanges under Regulation 30 and 30A read withclauses 5 and 5A of Para A of Part A of Schedule III to the SEBILODR Regulations, 2015 and SEBI Master Circular dated 11thNovember, 2024.
Your Directors wish to place on record their appreciation for thevaluable co-operation and support received from the customersand suppliers, various financial institutions, banks, governmentauthorities, auditors and shareholders during the year underreview. Your Directors also wish to place on record their deepsense of appreciation for the devoted services of the Executives,Staff and Workers of the Company.
For and on behalf of the Board of DirectorsElectrotherm (India) Limited
Place : Palodia Executive Vice Chairman Managing Director
Date : 29th July, 2025 DIN : 00058866 DIN: 07296523