Your Directors' take pleasure in presenting the Thirty Eighth
Annual Report together with the audited accounts of the
Company for the financial year ended 31^st March 2025.

1. FINANCIAL SUMMARY / HIGHLIGHTS

The financials of the Company for the year under review
as also the financial statements of the previous year are
prepared under IND AS.

2. EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS

There were no reportable events subsequent to the date
of the financial statements except the recommendation of
the Final Dividend 2024-25 @ 420% at the Board Meeting
held on 27^th May 2025 subject to the approval of the
shareholders.

3. CHANGE IN THE NATURE OF BUSINESS,
IF ANY

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

4. DIVIDEND

The shareholders at the Annual General Meeting held on
8^th August 2024 had approved a Final Dividend of $ 30/-
per equity share of $ 10/- each (300%) for the financial
year 2023-24 resulting in a cash outflow of about

$ 46.18 crores and the same was paid on 30^th August
2024.

During the Financial Year 2024-25, the Board of Directors
approved two Interim Dividends as detailed below.

i) First interim dividend of $ 25/- per equity share of
$ 10/- each (250%) at its meeting held on 8^th November

2024 resulting in a cash outflow of about $ 38.48 crores,
which was paid on 5^th December 2024; and

ii) Second interim dividend of $ 23/- per equity share of
$ 10/- each (230%) at its meeting held on 10^th February

2025 resulting in a total cash outflow of about
$ 35.40 crores, which was paid on 7^th March 2025.

In addition to the above two interim dividends for the
financial year 2024-25, the Board has proposed a final
dividend of $ 42/- per equity share of $ 10/- each (420%)
for the financial year 2024-25, which is subject to approval
of the shareholders at the ensuing Annual General Meeting
to be held on 14^th August 2025.

5. IND AS STANDARDS

Your Company had adopted IND AS in pursuance of
Section 133 of the Companies Act, 2013 and in compliance
with the Companies (Indian Accounting Standard) Rules,
2015. The financials for the current financial year ended
31^st March 2025 and the comparative figures for the last
financial year ended 31^st March 2024 have been prepared
and published based on such IND AS standards.

The quarterly results are also published by the Company
based on IND AS. These have been published in newspapers
and also made available in the Company's website https://
esabindia.com/in/ind_en/investor-relationship/paper-
advertisements/ and the website of the stock exchanges
where the shares of the Company are listed.

6. TRANSFER TO THE INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013 ("the Act") read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("The Rules"), all unpaid / unclaimed
dividends are required to be transferred by the Company to
the Investor Education and Protection Fund (IEPF)
established by the Central Government, after completion of
seven years from the date of transfer of unpaid / unclaimed

dividend to Unpaid Dividend account. Further, according to
the Rules, the shares in respect of which dividend has not
been paid or claimed by the Members for seven consecutive
years or more shall also be transferred to the dematerialized
account created by the IEPF authority.

The Company had sent individual notices and also
advertised in the newspapers seeking action from the
Members who have not claimed their dividends for seven
consecutive years or more. Accordingly, the Company had
transferred the unpaid or unclaimed dividends and
corresponding shares pertaining to Final Dividend 2016-17
on 7^th October 2024 and 17^th October 2024 respectively.

Members/claimants whose shares, unclaimed dividend, have
been transferred to the IEPF Demat Account of the Fund, as
the case may be, may claim the shares or apply for refund by
making an application to the IEPF Authority in Form IEPF-5
(available on www.iepf.gov.in) along with requisite fee as
prescribed by IEPF Authority from time to time.

The Member / Claimant can file only one consolidated claim
in a financial year as per the IEPF Rules. Due dates for
transfer of Unclaimed Dividend to IEPF are provided
elsewhere in the notice calling the Annual General Meeting.

Details of shares / shareholders in respect of which dividends
have not been claimed, are provided on our website at https:/
/esabindia.com/in/ind_en/investor-relationship/statement-of-
unclaimed-dividends/. The shareholders are encouraged to
verify their records and claim their dividends of all the
preceding seven years, if not claimed.

7. BOARD MEETINGS

The Board of Directors met 6 times during the financial year
2024-25. The Meetings were held on 23^rd May, 7^th August,
8^th November of 2024, 27^th January, 10^th February and
25^th March 2025.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company has six members.
Mr. Kevin Johnson is the nominee of ESAB Holdings Limited
and a non-retiring Director in terms of the Articles of
Association and Chairman of the Board. As per SEBI (LODR)
Second Amendment Regulations, 2023 dated 15^th July 2023
and as per Regulation 17(1D) of SEBI LODR Regulations,
any director who is serving on the Board without the approval
of shareholders for the last five years or more shall be subject
to approval of shareholders. Accordingly, Mr. Kevin
Johnson's appointment was placed before the shareholders
via Postal Ballot and the same was approved by the
shareholders on 12^th March 2025.

Mr. Rohit Gambhir is the Managing Director of the Company.
He was initially appointed for a period of five years with effect
from 1^st November 2013 and thereafter for a second term of
five years until 31^st October 2023. He was then appointed
at the Annual General Meeting held on 10^th August 2023 for
a period of five years with effect from 1^st November 2023.

In accordance with the provisions of Article 129 of the
Company's Articles of Association, Mr. Rohit Gambhir retires
by rotation at the forthcoming Annual General Meeting and
being eligible, offered himself for re-appointment.
Mr. B Mohan Director & CFO was appointed for a period of
five years with effect from 20^th June 2023.

During the year under review, the term of appointment of
Mr. K Vaidyanathan, Independent Director and Mr. Vikram
Tandon, Independent Director has ended on 29^th January
2025. Consequently, Mr. N Ramesh Rajan and Mr. Raja
Venkataraman were inducted into the Board of Directors
with effect from 27^th January 2025. Their appointment was
approved by the shareholders via Postal Ballot on 12^th
March 2025.

Pursuant to Rule 8(5)(iii)(a) of the Companies (Accounts)
Rules, 2014, in the opinion of the Board, the Independent
Directors are competent, experienced and are the persons
of expertise (including the proficiency), having positive
attributes, standards of integrity, ethical behavior,
qualifications & independent judgement.

The composition of the Board of Directors consists of the
following members as on the date of this report.

Key Managerial Personnel

In compliance with Section 203 of the Companies Act, 2013,
Mr. Rohit Gambhir, Managing Director, Mr. B. Mohan, Director
& Chief Financial Officer, and Mr. G Balaji, Company Secretary
have been designated as the Key Managerial Personnel of
the Company.

Mr. B Mohan was appointed as Chief Financial Officer of the
Company effective from 1^st February 2005 and subsequently
appointed as Director effective from 20^th June 2023.
Mr. G. Balaji was appointed as Company Secretary effective
from 25^th March 2022.

9. DECLARATION FROM INDEPENDENT
DIRECTORS ON ANNUAL BASIS
As required under Section 149 (6) and (7) of the Companies
Act, 2013 all the Independent Directors on the Board of the
Company have individually issued the annual declarations
confirming that they meet all the criteria of independence as
stipulated under the Act and SEBI Regulations. Further, the
Independent Directors have completed their KYC confirmation
on the MCA website and have also uploaded their profile in
the Indian Institute of Corporate Affairs before the stipulated
date.

The Independent Directors except Ms. Cauvery Dharmaraj,
are exempted from undergoing the mandatory online tests
based on their quantum and areas of experience. Ms.
Cauvery Dharmaraj completed the online proficiency self¬
assessment test during the financial year 2024-25.

10.COMMITTEES OF THE COMPANY

A. AUDIT COMMITTEE

The Company's Audit Committee consists of two
Independent Directors and one Non-Executive Director.
Mr. K Vaidyanathan was the Chairman of the Audit
Committee until 28^th January 2025. Post his term of
appointment, Mr. Ramesh Rajan was appointed as the
Chairman of the said Committee with effect from
29^th January 2025. The other members of the Audit
Committee are Mr. Kevin Johnson and Mr. Vikram Tandon
(until 28^th January 2025) and Mr. Raja Venkataraman
(w.e.f. 29^th January 2025).

The said Committee met 4 times during the financial year
2024-25, on 23^rd May, 7^th August, 8^th November 2024 and
10th February 2025. The constitution and the terms of
reference of the Committee are in line with the requirements
of Section 177 of the Companies Act, 2013 and Regulation
18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

There were no occasions during the year where the Board
of Directors did not accept the recommendations of the
Audit Committee.

B. NOMINATION AND REMUNERATION
COMMITTEE

The Company's Nomination and Remuneration Committee
consists of two Independent Directors and one Non¬
Executive Director. Mr. K Vaidyanathan was the Chairman
of the said Committee until 28^th January 2025. Post his
term of appointment, Mr. N. Ramesh Rajan was appointed
as the Chairman with effect from 29^th January 2025. The
other members of the Nomination and Remuneration
Committee are Ms. Cauvery Dharmaraj, Independent
Director and Mr. Kevin Johnson, Chairman of the Board.

This Committee met thrice during the financial year 2024¬
25 on 7^th October 2024, 27^th January and 25^th March 2025.

This Committee lays down the policy on remuneration stating
therein the attributes required for the Managing Director,
Independent Directors and Key Managerial Personnel. The
said policy also states the modus operandi for determining
the remuneration of the KMP's and senior management.
The remuneration policy of the Company can be viewed on
the Company's website https://esabindia.com/in/ind_en/
investor-relationship/policies/remuneration-policy/

The said committee is constituted in compliance with Section
178 (4) of the Companies Act, 2013 and Regulation 19 of
the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The salient features of the NRC Policy
is available in the Corporate Governance Report under
the heading Nomination and Remuneration Committee.

C. STAKEHOLDERS RELATIONSHIP
COMMITTEE

The Company's Stakeholders Relationship Committee
consists of one Independent Director, one Non-executive
Director and the Managing Director. Mr. Vikram Tandon,
Independent Director was the Chairman of the Committee
until 28^th January 2025. Post his term of appointment,
Mr. Raja Venkataraman was appointed as the Chairman of
the Committee with effect from 29^th March 2025. Mr. Kevin
Johnson, Chairman of the Board and Mr. Rohit Gambhir,
Managing Director are the Members of the Committee.

The Committee met four times during the year on 23^rd May,
7^th August, 8^th November of 2024 and 25^th March 2025.

The composition of the said Committee and the matters being
placed before the Committee are in compliance with Section
178(5) of the Companies Act 2013 and Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

D. CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE

The Company's Corporate Social Responsibility Committee
consists of one Independent Director, one Non-Executive
Director and the Managing Director. Ms. Cauvery Dharmaraj,
Independent Director, is the Chairperson of the Committee.
Mr. Kevin Johnson, Chairman of the Board, Mr. Rohit
Gambhir, Managing Director are the other members of the
said Committee.

The Committee met twice during the financial year 2024-25
on 23^rd May 2024 and on 25^th March 2025.

The Committee lays down the Policy on Corporate Social
Responsibility stating therein the strategy, objectives, funding
& allocation for the CSR projects, implementation, strategy
and steps involved in achieving the CSR objectives. The
Policy on Corporate Social Responsibility can be viewed on
the Company's website https://esabindia.com/in/ind_en/
investor-relationship/policies/policy-on-corporate-social-
responsibility-revised-on-10th-february-2023/.

The budget allocation for CSR Projects for the year 2024¬
25 can be viewed on the company's website https://
esabindia.com/in/ind_en/investor-relationship/policies/csr-
anual-action-plans/

The formation of the Committee and its terms of reference
are in line with the requirements of Section 135 (1) of the
Companies Act, 2013. The CSR Report for the financial
year 2024-25 is attached as an annexure to this report,
complies with the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021.

E. RISK MANAGEMENT COMMITTEE

The Company has a Risk Management Committee as
stipulated by the Companies Act, 2013 and Regulation 21
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Company's Risk
Management Committee consists of Mr. Kevin Johnson,
Chairman of the Board, Mr. Rohit Gambhir, Managing
Director, Mr. Vikram Tandon, Independent Director (Upto
28^th January 2025), Mr. Raja Venkataraman, Independent
Director (w.e.f. 29^th January 2025) and Mr. B Mohan, Director
& CFO of the Company. A Risk Management Committee is
mandatory for the Company since it is part of the Top 1000
Companies in terms of market capitalization.

As per Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the meetings
of the risk management committee shall be conducted in
such a manner that on a continuous basis not more than
two hundred and ten days shall elapse between any two
consecutive meetings. Accordingly, the said Committee met
twice during the financial year on 24^th June 2024 and on
8^th November 2024.

The said Committee lays down the Policy on Risk
Management. The main objective of this policy is to ensure
sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and mitigating
those risks which are material in nature and are associated
with the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach to
Risk Management.

The Risk Management Policy of the Company can be viewed
on the Company's website https://esabindia.com/in/ind_en/
investor-relationship/policies/risk-management-policy/.

11.VIGIL MECHANISM

The Company has set up a whistleblower policy which can
be viewed on the Company's website https://esabindia.com/
in/ind_en/investor-relationship/policies/whistle-blowing-policy/
. In terms of the said policy the Directors and employees are
given direct access to the Chairman of the Audit Committee
to report on alleged wrongdoings. The said policy has been
made available at the Offices / Plants of the Company at
conspicuous places to enable the employees to report
concerns, if any, directly to the Chairman of the Board and to
the Chairman of the Audit Committee. Employees who join
the Company newly are apprised of the availability of the said
policy as a part of their induction schedule.

The above complies with the requirements of Section 177
(9) & (10) of the Companies Act, 2013 and in terms of
Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

During the year under review, the Company has received
two complaints under whistle blower mechanism and those

two complaints were addressed appropriately. The same
were reported to the Audit Committee and the Board.

12. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, and according to
the information and explanations obtained by them, your
Directors make the following statements as per the
requirements of Section 134 (5) of the Companies Act,
2013.

1. In the preparation of the annual accounts for the
financial year ended 31st March 2025 the applicable
accounting standards have been followed.

2. The Directors have selected such accounting policies
listed in Note 2.2 to the Notes to the Financial
Statements and applied consistently and made
judgments and estimates that are 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 as on 31st March 2025 and of the Profit of the
Company for that year.

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

4. The Directors have prepared the annual accounts for
the financial year ended 31st March 2025 on a going
concern basis.

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

13. There were no instances of fraud reported by the
auditors of the Company under sub-section 12 of
Section 143 of the Companies Act, 2013.

14. MANAGEMENT DISCUSSION AND ANALYSIS

A. INDUSTRY STRUCTURE AND DEVELOPMENTS

Despite global uncertainties and domestic challenges,
India's economic resilience and policy reforms kept activity
levels at a steady level. Key sectors in Services stood out
as major growth drivers, while India's emergence as a
preferred investment destination further underscored its
global relevance.

India continued to face the impact of global developments
including geo political , economic and disruptive technology
driven elements. Key industrial indicators during the year
pointed to a flat or marginally lower levels of activity.
Relatively softer commodity and input costs helped manage
pricing pressures and margins in a really competitive
environment.

The Company continued with its focus on productivity
together with product portfolio and extension of distributor
network to achieve growth in sales and profitability.

B. SEGMENT WISE OR PRODUCT WISE
PERFORMANCE

Our key customer segments relevant to the business
continued to display weakness whilst emerging sectors,
particularly those in renewable energy, digital
transformation, and infrastructure, witnessed heightened
levels of interest overall

C. OUTLOOK, OPPORTUNITIES AND THREATS
We continue to be invested for the long term and remain
focused on managing the short term turbulences with
countermeasures.

Commodity prices, geo political developments, tariffs and
fiscal / monetary policies coupled with forex related
movements would continue to be the key drivers for the
ongoing financial year.

New products, export opportunities on goods and services,
capital goods cycle revival are potentially key opportunities
for the year ahead. Service revenue streams continue to
witness opportunities given the cost competitiveness and
talent pool availability in India.

Global presence with expanding footprint from acquisitions,
long presence in India with established business partners
and the ability, driven by organizational experience and
strength of Balance Sheet are seen as opportunities.

D. RISKS AND CONCERNS

Pricing pressures, liquidity challenges and supply chain
driven issues on working capital together with global factors
are seen as key risks apart from cyber security and
technology driven risks.

15. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Internal controls are evaluated by the Management on an
ongoing basis drawing on inputs from global framework,
learnings from previous years and the emerging landscape
on technology and regulatory framework. Independent
Internal Auditors are engaged by the Company to test
efficacy of controls in terms of design and operating
effectiveness. We continue to work with internal auditors
and domain experts to test these and identify areas for

improvement. As a subsidiary of a US listed entity, it is
subjected to additional reviews applicable to such entities.
Key findings and actions taken to implement or remediate
the same are reviewed by the Audit Committee periodically
at its meetings. The scope and coverage of internal audits
are aligned to have coverage in terms of key controls and
locations. The endeavor is to align to the requirements of
Internal Control on Financial Reporting (ICFR) framework
while leveraging on work done as part of global reporting
requirements. Management testing through independent
audit teams followed by external testing were done during
the year.

The scope of work of Internal Auditors includes review of
controls on accounting, operational controls, financial
reporting, statutory and other compliances and operational
areas in addition to reviews relating to efficiency and
economy in operations.

The Company continues to focus on compliance with the
requirements of Internal Controls on Financial Reporting.

16.FINANCIAL PERFORMANCE OF THE COMPANY

A. INCOME AND EXPENDITURE

Revenue from Contract with customers grew by 10.5%. All
key categories grew in a difficult year marked by economic
and geo-political headwinds. Softness in markets and
underlying commodity prices through most of the year resulted
in pressure on prices. New products continued to grow in key
markets. The Company also witnessed an increase in export
of products.

Continuing traction in support services including R&D
services to related parties helped grow service revenues
over the previous year. Other income increased by about
12% primarily on account of Indirect tax refunds in Financial
Year 2024-25.

Material costs as a percentage to sales were comparable
with the previous year as adjusted for product mix. Overheads
including employee costs were higher at 22.9% from 21.8%
in the previous year due to the impact of inflation and also
costs on service activities recharged out.

The Company has continued to provide for Depreciation at
useful lives based on a technical evaluation of useful life of
assets. Profit before tax was higher by 7.3% over the previous
year with the impact of higher contributions from revenue
growth.

B. BALANCE SHEET

Shareholders' funds were at $ 361.25 Crores at the end of
the year as against $ 306.06 Crores at the end of the previous
year. The Company had declared and paid two interim
dividends aggregating to $ 48 per Equity Share and has also
proposed a final dividend of 42 per Share.

The Company ended yet another financial year with growth
in revenues and profits in what continued to be a challenging
economic and geo political environment. Cash flows continued

to be strong despite challenges in working capital. Continuing
focus on productivity and costs help drive operational
improvements. The Company continued to leverage on the
global business tools and best practices with continuous
engagement with global teams.

Capital Expenditure was at $ 31.10 Crores as against $ 28.18
Crores in the preceding year. Capital expenditure was primarily
on Buildings for Global R&D, refurbishments on existing lines,
productivity improvements, marginal capacity enhancements,
and upgrading IT systems.

Cash and cash equivalents were at $ 65.11 Crores at the
end of the year as against $ 38.36 Crores at the end of the
previous year. All business requirements were funded by
internal cash generation and the Company continued to
remain debt free.

During the year under review, the company has not
transferred any amount to the reserves.

C. MATERIAL DEVELOPMENTS IN HUMAN
RESOURCES

We believe that investing in our people is key to driving
sustainable organizational growth and success.

Our team is focused on enhancing the skills, knowledge, and
abilities of employees to improve both individual and
organizational performance. It's a continuous process to
maximize the potential of human capital within an organization,
fostering a culture of learning and growth. Human Resource
Development initiatives include training, career development,
performance management, and succession planning, all
designed to align employee development with organizational
goals.

As we continue to grow, we remain committed to keeping our
employees motivated, skilled and prepared to meet future
challenges in our pursuit of excellence.

As at the end of March 2025 the Company had 933 employees
as against 867 at the end of 31^st March 2024.

D. DETAILS OF SIGNIFICANT CHANGES IN KEY
FINANCIAI RATIOS

E. Return on net-worth is decreased for Financial Year
2024- 25 due to increase in shareholders' equity.

17. SUBSIDIARY / JOINT VENTURE / ASSOCIATE
COMPANY

The Company does not have any subsidiary, joint venture, or
associate company.

18. HOLDING COMPANY

ESAB Corporation, Delaware, USA, is the ultimate parent
company of ESAB India Limited. ESAB Corporation holds
73.72% of equity shares of your Company through ESAB
Holdings Limited, UK and Exelvia Group India B V,
Netherlands.

19. ANNUAL RETURN

Pursuant to sub-section (3) of Section 92 of the Companies
Act 2013, your Company has placed a copy of the annual
return for the financial year 2023-24 and a draft annual return
for financial year 2024-25 on its website and it can be viewed
from the company's website viz. https://esabindia.com/in/
ind_en/investor-relationship/annual-returns/.

20. STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants were
appointed as Statutory Auditors of the Company for a period
of five years from the conclusion of the 37^th Annual General
Meeting held on 8^th August 2024 till the conclusion of 42^nd
Annual General Meeting.

The details of remuneration of the statutory auditors with
break-up of fee paid to M/s. Deloitte Haskins & Sells as
required by the provisions of amended SEBI Listing
Obligations and Disclosure Requirements Regulations
2015, for the financial year 2024-25 is given as part of the
Corporate Governance Report.

Their remuneration is fixed in line with the recommendations
of the audit committee and as duly approved by the Board
of Directors.

The Statutory Auditors have issued a clean report on the
financials of the Company and have not issued any
qualifications for the financial year ended 31^st March 2025.
Members may please take note of the changes in the
requirements with respect to the report of the Auditors
including specific references for key audit matters.

21. SECRETARIAL AUDITOR

In terms of Section 204 (1) of the Companies Act, 2013,
the Company has appointed Mr. V Mahesh a peer reviewed
Practicing Company Secretary, to do the secretarial audit
of the Company for the financial year 1^st April 2024 to 31^st
March 2025. Their appointment was informed to the
Registrar of Companies, Chennai vide SRN AA8328369
in form MGT-14 dated 6^th June 2024.

Mr. V Mahesh has now completed their secretarial audit and
have issued their certificate dated 16^th May 2025 as per the
prescribed format MR-3 to the shareholders of the Company,
which is annexed to this Report as Annexure-2.

The Secretarial Auditor has no observations and have
confirmed that the Company has proper board processes

and a compliance mechanism in place. He has also
affirmed that the Company has complied with the relevant
statutes, rules and regulations and secretarial standards,
as applicable.

22. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
OUTGO

The information required under Section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is given in Annexure - 1 and forms
part of this Report.

23. DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposits during the
period under review as envisaged under Section 73, 74 &
76 of the Companies Act, 2013. There have been additional
filing requirements introduced with respect to liabilities not
in the nature of deposits. The necessary form DPT 3 has
been filed for the financial year 2023-24 on 10^th June 2024
vide SRN No. AA8349784.

24. SIGNIFICANT & MATERIAL ORDERS PASSED
BY THE REGULATORS

During the year under review, there have been no significant
& material orders passed by any regulators / courts /
tribunals that could impact the going concern status and
the company's operations in future.

25. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company had not lent any loan to any related party as
envisaged under Section 186 of the Companies Act, 2013
during the year under review.

The Board of Directors from time to time has authorized
the Company to invest the surplus funds of the Company
in deposits with Bank and investments in debt funds, liquid
funds and fixed maturity plans with mutual funds for a tenure
not exceeding 100 days.

The investments are made in debt funds and liquid funds.
The Company has earned an income of around $ 126.96
Lakhs from investment in mutual funds for the period 1^st
April 2024 to 31^st March 2025. The Company has not given
any guarantees other than bank guarantees in the normal
course of business to meet its contractual obligations.

26. RISK MANAGEMENT POLICY

In compliance with the requirements of Section 134 (3) (n)
of the Companies Act, 2013 and under Regulation 21 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company has constituted a Risk
Management Committee consisting of Mr. Kevin Johnson,
as the Chairman, Mr. Rohit Gambhir, Managing Director,
Mr. Vikram Tandon, Independent Director (upto
28.01.2025), Mr. Raja Venkataraman (w.e.f 29.01.2025)
and Mr. B Mohan, Director & CFO as the Members of the

Committee. The said Committee lays down the procedures
to identify risks and the mitigation procedures and adopted
a policy in this regard. The Board of Directors defines the
roles and responsibilities of the Committee.

The said committee updates the Board of Directors on a
periodical basis on the material risks faced by the Company
and the measures taken by the Company to mitigate the
said risks. The Committee analyzed various risks including
ESG risk and those arising from cyber security aspects,
remote access control and other different controls
necessary to be established with executives working from
home. They suggested the actions to be taken to mitigate
these risks which went a long way in the Company
successfully managing all the risks.

27. CORPORATE SOCIAL RESPONSIBILITY

As required under Section 134 (3) (o) read with Section
135 (1) of the Companies Act, 2013, the Company has
constituted a Corporate Social Responsibility Committee.
The Committee has Ms. Cauvery Dharmaraj as the
Chairperson of the said committee. Mr. Kevin Johnson,
Chairman of the Board and Mr. Rohit Gambhir, Managing
Director are the other members of the said Committee.

The Committee formulated a policy on CSR and the Board
of Directors approved the same. The policy as required
under Section 135 (4) (a) of the Companies Act, 2013 has
been uploaded on the Company's website https://
esabindia.com/in/ind_en/investor-relationship/policies/
policy-on-corporate-social-responsibility-revised-on-10th-
february-2023/

As part of CSR initiatives, the Company has been involved
in promoting and educating safe welding practices including
usage of all personal protective equipment during the
process of welding to ensure total safety of the welders,
especially at smaller towns through deployment of duly
trained resources. The Company had also tied up with
certain vocational institutions for educating the welders in
Tier II and Tier III cities on welding through deployment of
personnel.

During the year under review, the Company had the eligible
2% spend of $ 3,43,88,305/-.

There was an excess spent of $ 8,76,556/- pertaining to
FY 2023-24 and $ 4,76,082/- pertaining to FY 2022-23
which sums up to $ 13,52,638/-. This excess amount of
$ 13,52,638/- was adjusted against the current year's
liability leaving the total amount to be spent during the
FY 2024-25 as $ 3,30,35,667/-.

During the financial year 2024-25, the Company budgeted
an amount of $ 3,30,35,667/- against which the Company
had spent an amount of $ 3,15,34,149/-.

During the financial year 2024-25, the Company has spent
an excess amount of $ 15,59,769/- against one ongoing
project 2023-24 and an unspent amount of $ 35,49,274/-

against two other ongoing projects. The unspent amount
of $ 35,49,274/- has been transferred to a separate unspent
CSR account on 30^th April 2025.

The Company's policy on CSR envisages expenditure in
areas falling within the purview of Schedule VII of the
Companies Act, 2013. The annual report on CSR activities
is enclosed by way of Annexure - 3 to this report.

28. RELATED PARTY TRANSACTIONS

As required under Section 188 of the Companies Act, 2013
and Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the company
places before the audit committee the list of related parties
from whom they buy raw materials or finished goods, to whom
the Company extends services or exports goods. The details
of the basis of pricing and the margins on such transactions
are also tabled. The Audit Committee accords its omnibus
approval for such related party transactions on an annual
basis. The updates on the transactions with the related parties
are placed before the audit committee on a quarterly basis.
The details are also placed before the Board of Directors for
its information.

As required under Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
the Company has formulated a policy on related party
transactions and the same was approved by the Audit
Committee and the Board of Directors. The said policy has
been uploaded on the company's website https://
esabindia.com/in/ind_en/investor-relationship/policies/policy-
on-related-party-transaction/.

All the transactions with the related parties entered into during
the period under review have been in the ordinary course of
business and at arms' length basis. There have been no
material related party transactions entered into during this
period.

The details of related party transactions pursuant to Clause
(h) of sub-section (3) of Section 134 of the Act, is enclosed in
form no. AOC 2 as Annexure - 4.

29. FORMAL ANNUAL EVALUATION

As required under Section 134 (3) (p) of the Companies Act,
2013 and Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of
Directors had already approved the evaluation criteria for
evaluating the performance of the Board of Directors, its
committees and the performance of Independent Directors.

Accordingly, as required under Schedule IV of the Companies
Act, 2013 and Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Independent Directors at their separate meeting held on 20^th
January 2025 evaluated the performance of the non¬
independent Directors and the Board as a whole. They also
reviewed the performance of the Chairman of the Company
and also assessed the quality, quantity, and timeliness of flow

of information between the Company Management and the
Board that was necessary for the Board to effectively and
reasonably perform their duties.

Also as required under Regulation 17 (10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board assessed the performance of the Independent
Directors as per the criteria laid down and has recommended
their continuation on the Board of the Company at its meeting
held on 27^th May 2025.

As required under the said regulations, the Board of Directors
assessed the performance of the individual directors on the
Board based on parameters such as, relevant experience
and skills, ability, and willingness to speak up, focus on
shareholder value creation, high governance standards,
knowledge of business, processes and procedures followed,
openness of discussion / integrity, relationship with
management, impact on key management decisions etc. The
Members of the Committees of Audit, Nomination &
Remuneration, Stakeholders Relationship, Corporate Social
Responsibility and Risk Management Committee were also
assessed on the above parameters and also in the context of
the committee's effectiveness vis-a-vis the Act and the listing
regulations.

The Independent Directors fulfilled the independence criteria
as specified under the said regulations and the Companies
Act, 2013. The Board was satisfied with the evaluation results
which reflected the overall engagement and the effectiveness
of the Board and its committees. The Independent Directors
also updated their current profiles by paying up the relevant
fees on the website of the Ministry of Corporate Affairs on
Independent Directors for a period of five years. All the
Independent Directors possess the necessary experience and
expertise and are exempted from taking up the online self¬
assessment test of the Ministry except Ms. Cauvery
Dharmaraj who has completed the self-assessment during
the financial year 2024-25.

30. COST AUDITOR

As required under Section 148 of the Companies Act, 2013
the Board of Directors at its meeting held on 27^th May 2025
has appointed M/s. Geeyes & Co., Cost Accountants within
the meaning of Cost Accountants Act 1959 and holding a
valid certificate of practice No.000044 as the Cost Auditor
for conducting the Cost Audit for the financial year
2025-26. The Audit Committee recommended the
appointment subject to the compliance of the requirements
stipulated in the relevant notifications issued by Ministry of
Corporate Affairs.

The Company has received a letter dated 25^th April 2025
from the Cost Auditor stating that the appointment, if made,
will be within the limit prescribed under the Act.

The relevant Form CRA 2 for appointment of Cost auditor
for the financial year 2024-25 was filed with the Registrar
of Companies on 10^th June 2024 vide SRN F96045596.

The cost audit report issued by the Cost Auditor for the
financial year ended 31^st March 2024 was filed with the
Registrar of Companies vide form CRA - 4 dated 2^nd
September 2024 vide SRN F97977292. The cost records
as specified by the Central Government under Section
148(1) of the Companies Act, 2013 are maintained.

31. RATIO OF REMUNERATION TO EACH
DIRECTOR

As required under Section 197 (12) of the Companies Act,
2013 and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
details of ratio of remuneration of each Director to the median
employee remuneration are as given below:

A. Executive Director

Ratio of remuneration paid to Mr. Rohit Gambhir,
Managing Director vs. the median employee is 26:1
for the year ended 31^st March 2025 (26:1 for the year
ended 31^st March 2024)

B. The percentage increase in remuneration of CFO and
CS in the financial year 2024-25 was 9.0% and 9.5%
respectively.

C. The percentage increase in the median remuneration
of employees in the financial year 2024-25 was 9.99%.

D. The number of eligible permanent employees in the
rolls of the Company as on 31^st March 2025 is 630
(575 as on 31^st March 2024).

E. Average percentile increase made in salaries of
employees other than KMP in comparison to the
percentile increase in the remuneration of KMP and
the justification thereof.

The average percentile increases in salaries of
employees other than KMP proposed was 9.53% while
that of KMPs was 9.53%.

As at the end of March 2025 the Company had 933
employees as against 867 at the end of 31^st March
2024. The Company believes in providing a working
environment that is focused on the customers,
teamwork, continuous improvement, innovation and a
competitive environment where employees strive to
improve value for shareholders.

The Board of Directors would like to affirm that the
remuneration paid to the Executive and Non-executive
Directors and the Key Managerial Personnel is in line
with the Remuneration Policy of the Company.

As required under the provisions of Section 197 (12)
of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended, the
name and other particulars of the top ten employees
in terms of remuneration drawn is set out in the
Annexure - 5 to this Report.

In terms of Section 136(1) of the Companies Act, 2013
the Annual report excluding the aforesaid annexure is

now being sent. The annexure is available for
inspection at the Registered Office of the Company
and any shareholder interested in obtaining a copy of
the said annexure may write to the Company Secretary
at the Registered Office of the Company.

32. FINANCE

The Company's relationship with its Bankers viz. AXIS Bank
Ltd., HDFC Bank Ltd. and J. P Morgan continued to be cordial
during the year. The Company would like to thank its Bankers
for their support.

33. ENVIRONMENT, HEALTH AND SAFETY

The Company continued its commitment to industrial safety
and environment protection and all its factories have obtained
its ISO 14001 and OHSAS 18001 certification. Periodical
audits are done by external and internal agencies to assess
the continued levels of EHS efficiency of each of these plants
and the OHSAS certification given is renewed after every
such audit. The Company is also networked with the Group
on EHS initiatives and works closely with them on initiatives
and actions concerning EHS. During the year under review,
the Company's Plants at Ambattur and Nagpur won global
recognition for EHS initiatives.

Cautionary Statement

Certain statements in this Directors' Report may constitute
"forward looking statements" within the meaning of applicable
laws and regulations. Actual results may differ materially from
those either expressed or implied in this Report.

34. LISTING WITH STOCK EXCHANGES

The Company's equity shares are listed with a) BSE Limited
and b) National Stock Exchange of India Limited. The annual
fees for both the exchanges have been paid promptly for the
year 2025-26. Pursuant to the requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company had executed fresh listing agreements with BSE
Limited and National Stock Exchange of India Limited on 9th
November 2015.

The Company had 21,328 shareholders as at the end of the
year 31^st March 2025. 99.39 % of the shares are held in
dematerialized form.

The Company is part of the Top 1000 Companies by way of
Market capitalization. The Company has adopted a dividend
policy, formed a Risk Management Committee and have also
prepared a Business Responsibility and Sustainability Report
for the year under review. The dividend distribution policy is
available in the Company's website https://esabindia.com/in/
ind_en/investor-relationship/policies/dividend-distribution-
policy/.

As required under Regulation 39 (4) Read with Schedule VI
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Regulation 34(3) read with Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the details of the shares
issued by the Company consequent to amalgamation of
erstwhile Maharashtra Weldaids Limited with the Company

in 1994, the details of the physical shares which remains
unclaimed and transferred to the Unclaimed Suspense
Account and the reconciliation of the shares claimed by
shareholders during the year 2024-25 and the shares
outstanding in the suspense account as on 31^st March, 2025
is given below:

30 shareholders holding 2,060 equity shares constituting
about 0.013% of shares have not made their claim from
the Company on the shares outstanding in the Unclaimed
Suspense Account of ESAB India Limited. The voting rights
for these shares shall remain frozen until these are claimed
by the rightful owners.

As on 31^st March 2025 there were no shares in the Demat
Suspense Account.

35. CORPORATE GOVERNANCE

In terms of Chapter IV Regulation 15 Read with Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a Corporate Governance Report is made
part of this Annual report.

A certificate from the Secretarial Auditors of the Company
regarding compliance of the conditions stipulated for Corporate
Governance as required under Clause E of Schedule V read
with Regulation 34 (3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached to
this report.

The declaration by the Managing Director addressed to the
Members of the Company pursuant to Clause D of Schedule
V Read with Regulation 34 (3) Chapter IV of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
regarding adherence to the Code of Conduct by the Members
of the Board and by the Members of the Senior Management
Personnel of the Company is also attached to this Report.

36. POLICY ON PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
ACT

The Company has also adopted the mandatory policy on
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Employees have been
sensitized on the provisions of this enactment and the
Company has also reconstituted an Internal Complaints
Committee with effect from 10^th August 2023 to deal with
complaints, if any, under the said Act. The Committee also
has an independent external NGO representative as one of
its members. The Committee meets as and when the
requirement arises. The Company believes in providing safe
working place for the Women in the Company and adequate
protection are given for them to carry out their duties without
fear or favour. All the employees of the Company as a part of
the induction are sensitized about the provisions of the said
Act.

As required under Section 21 of Chapter VIII of the said Act,
the Committee has submitted its annual report in the
prescribed format to the designated authority within the
stipulated period.

37. MATERNITY BENEFIT

The Company hereby confirms the compliance with the
Maternity Benefit Act, 1961.

38. SECRETARIAL STANDARDS

As on 31^st March 2025 all the applicable Secretarial Standards
which have been notified have been complied with by the
Company.

A certificate of compliance issued by the Secretarial Auditor
Mr. V Mahesh dated 16^th May 2025 is enclosed as Annexure
- 2 and forms part of this Report.

39. ISSUE OF SHARES

The Company during the year under review has not issued
any SWEAT equity shares or shares with differential rights or
under the Employee Stock Option Scheme nor did it buy back
any of its shares.

40. ACKNOWLEDGEMENTS

Your Directors' place on record their appreciation for the
confidence reposed and continued support extended by its
customers, suppliers and shareholders.

Your Board would like to place on record its sincere
appreciation to the employees for having played a very
significant part in the Company's operations till date and more
so in a difficult year that we went through.

For and on behalf of the Board of Directors
Kevin Johnson

Chennai Chairman

27^th May, 2025