Esab India Ltd

Your Directors' take pleasure in presenting the Thirty Eighth Annual Report together with the audited accounts of the Company for the financial year ended 31st 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 27th 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 8th 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 30th 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 8th November 2024 resulting in a cash outflow of about $ 38.48 crores, which was paid on 5th December 2024; and

ii) Second interim dividend of $ 23/- per equity share of

$ 10/- each (230%) at its meeting held on 10th February 2025 resulting in a total cash outflow of about $ 35.40 crores, which was paid on 7th 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 14th 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 31st March 2025 and the comparative figures for the last financial year ended 31st 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 7th October 2024 and 17th 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 23rd May, 7th August, 8th November of 2024, 27th January, 10th February and 25th 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 15th 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 12th 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 1st November 2013 and thereafter for a second term of five years until 31st October 2023. He was then appointed at the Annual General Meeting held on 10th August 2023 for a period of five years with effect from 1st 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 20th 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 29th January 2025. Consequently, Mr. N Ramesh Rajan and Mr. Raja Venkataraman were inducted into the Board of Directors with effect from 27th January 2025. Their appointment was approved by the shareholders via Postal Ballot on 12th 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 1st February 2005 and subsequently appointed as Director effective from 20th June 2023. Mr. G. Balaji was appointed as Company Secretary effective from 25th 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 28th January 2025. Post his term of appointment, Mr. Ramesh Rajan was appointed as the Chairman of the said Committee with effect from 29th January 2025. The other members of the Audit Committee are Mr. Kevin Johnson and Mr. Vikram Tandon (until 28th January 2025) and Mr. Raja Venkataraman (w.e.f. 29th January 2025).

The said Committee met 4 times during the financial year 2024-25, on 23rd May, 7th August, 8th 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 28th January 2025. Post his term of appointment, Mr. N. Ramesh Rajan was appointed as the Chairman with effect from 29th 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 7th October 2024, 27th January and 25th 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 28th January 2025. Post his term of appointment, Mr. Raja Venkataraman was appointed as the Chairman of the Committee with effect from 29th 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 23rd May, 7th August, 8th November of 2024 and 25th 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 23rd May 2024 and on 25th 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 28th January 2025), Mr. Raja Venkataraman, Independent Director (w.e.f. 29th 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 24th June 2024 and on 8th 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 31st March 2024.

D. DETAILS OF SIGNIFICANT CHANGES IN KEY

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 37th Annual General Meeting held on 8th August 2024 till the conclusion of 42nd 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 31st 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 1st April 2024 to 31st March 2025. Their appointment was informed to the Registrar of Companies, Chennai vide SRN AA8328369 in form MGT-14 dated 6th June 2024.

Mr. V Mahesh has now completed their secretarial audit and have issued their certificate dated 16th 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 10th 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 1st April 2024 to 31st 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 30th 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 20th 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 27th 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 27th 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 25th 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 10th June 2024 vide SRN F96045596.

The cost audit report issued by the Cost Auditor for the financial year ended 31st March 2024 was filed with the Registrar of Companies vide form CRA - 4 dated 2nd 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 31st March 2025 (26:1 for the year ended 31st 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 31st March 2025 is 630 (575 as on 31st 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 31st 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 31st 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 31st 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 31st 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 10th 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 31st 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 16th 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.