Dear Shareholders,

The Board of Directors of Usha Martin Limited ("the Company") is pleased to present the 39th Annual Report and Audited Accounts for the Financial Year ended 31st March 2025.

FINANCIAL SUMMARY / HIGHLIGHTS

The financial performance of the Company for the year ended 31 st March 2025 as compared to previous financial year is summarized below:

State of Company?s Affairs & Review of Operations

The turnover for the year was Rs. 3,474.16 Crore on consolidated basis and Rs. 2,171.06 Crore on standalone basis as compared to Rs. 3,225.20 Crore and Rs. 2,046.09

Crore respectively in the previous year. EBITDA was

Rs. 636.45 Crore on consolidated basis as compared to Rs. 638.84 Crore in the previous year and on standalone basis was Rs. 463.29 Crore as compared to Rs. 460.38

Crore in the previous year.

A detailed discussion on review of operations of the Company has been included in the Management Discussion and Analysis which forms part of this Annual Report.

Outlook and Business

In FY 2025 26, Usha Martin is well poised to capitalise on robust domestic infrastructure development and rising global demand for specialised wire rope solutions. The Company is strategically focusing on high-value products, expanding manufacturing capacity, and fostering innovation through initiatives such as the launch of Ocean fibre ropes.

Despite challenges such as geopolitical uncertainties and competitive market dynamics, continued investments in capacity expansion, digitalisation, sustainability, and supply chain resilience are expected to underpin long-term growth and value creation.

As part of its transformational journey, the Company has launched ‘One Usha Martin? initiative—an integrated approach to harmonise global operations, systems, and processes. It?s a Company wide transformation program aimed at operating as one cohesive Company rather than separate regional business, ensuring optimised costs and increased competitiveness leading to stronger financial performance and sustainable long-term growth.

The expansion of capacity at the Ranchi facility is expected to materially enhance output in high-value segments such as offshore, elevator, crane and mining ropes, while the restructuring of European operations and a greater share of direct exports from India are poised to improve cost efficiency and delivery timelines. Domestically, infrastructure programmes including Bharatmala,

Sagarmala, Parvatmala and urban mass-transit initiatives is expected to generate robust demand. The infrastructure boom in Tier-2 and Tier-3 cities is likely to drive strong growth in the elevator rope segment. Internationally, the Company is gaining traction in the Middle East and Latin America, with early signs of recovery in Europe and a promising opportunity in the offshore-wind market of the North Sea. The Company is focused on optimising asset utilisation, strengthening the product mix and maintaining a prudent balance-sheet posture, while vigilant credit controls are expected to mitigate working-capital pressures arising from project delays or geopolitical volatility. Overall, the Company is well positioned to capitalise on domestic infrastructure momentum and global opportunities.

Dividend & Reserves

The Board of Directors at their meeting held on 12th May 2025 has recommended payment of Rs. 3/- (Rupees Three only) [300%] (previous year Rs. 2.75/- [Rupees Two and Seventy-Five Paisa only] [275%]) per equity share of the face value of Re.1/- (Rupee One only) each as final dividend for the financial year ended 31st March 2025. The payment of final dividend is subject to the approval of shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

In view of the changes made under the Income-tax

Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of shareholders. The Company shall accordingly make the payment of final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the inflated by 230 equity shares. This was caused

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI

Listing Regulations") is available under the Investor Relations section on the Company?s website: https://ushamartin.com/upload/investorrelations/ dividend-distribution-policy-new.pdf Your Directors do not propose to carry any amount to reserves for the year under review.

Subsidiaries & Joint Ventures

The Company has several subsidiaries and joint ventures, details of which are available in Note No. 32 of the standalone financial statements. Further, in terms of Regulation 16(1)(c) of SEBI Listing Regulations, the

Company has two material subsidiaries, details of which are mentioned in the Corporate Governance report.

The international subsidiaries of the Company provide significant synergy and support to the overall business and performance. A key joint venture formed by the Company namely Pengg Usha Martin Wires Private Limited continues to operate profitably at Ranchi in the State of Jharkhand as reflected by a healthy balance sheet.

During the year under review, Usha Martin Americas Inc., a wholly owned subsidiary of the Company, acquired 2.02% of the share capital of Usha Siam Steel Industries Public

Company Limited ("USSIL"), a subsidiary of the Company from a minority shareholder of USSIL. Pursuant to this acquisition, USSIL has become a step-down wholly owned subsidiary of the Company.

During the year under review, the relevant authority in China had approved the application of deregistration of Usha Martin China Company Limited a step-down wholly owned subsidiary of the Company and accordingly the said company ceased to be a subsidiary effective 13th May, 2024.

Apart from the above, there were no entities which were incorporated or ceased to be subsidiaries, joint ventures and associates of the Company during the year under review.

A statement containing the salient features of the financial statements of the Company?s subsidiaries/associates has been separately annexed hereto as Annexure I, in terms of the first proviso to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014

Capital Structure & Changes in Share Capital

The paid up Equity Share Capital as on 31st March 2025 stood at Rs. 30.54 Crore. During the year under review, the Company has not issued any shares with or without differential voting rights or issued sweat equity shares. The total issued and paid-up equity shares of the Company as on 31st March 2025 as per the stock exchange records stands due to an erroneous additional electronic transfer of 230 equity shares to Investor Education & Protection Fund (IEPF) under the Ministry of Corporate Affairs (MCA) by way of corporate action executed on 29th September 2020 by Central Depository Services (India) Ltd. (CDSL) and erstwhile Registrar & Transfer Agent (RTA) of the Company, MCS Share Transfer Agent Limited. The Company has been continuously engaging with IEPF Authority under MCA, New Delhi for necessary rectification of this entry in the records.

Employee Stock Option Plan

During the year under review, the Company with a view to reward and retain key employees and to create a sense of ownership and participation amongst them had formulated and introduced "Usha Martin Limited Employee

Stock Option Plan 2024" (herein after referred to as the

"Scheme") to offer, issue, and provide stock options to eligible employees of the Company and its subsidiaries. The shareholders of the Company had vide postal ballot dated 5th October, 2024 approved the said Scheme and also approved the setting up of the Employees Welfare Trust for the purpose of implementation of the said Scheme.

The details of the Scheme and the disclosures in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") are available on the Company?s website at https://ushamartin.com/upload/investorrelations/ esop-disclosure.pdf

There has been no change in the Scheme since its formulation and the Scheme has been implemented in accordance with the provisions of the Companies Act, 2013 ("Act / the Act") and the SEBI SBEB Regulations. The certificate from the Secretarial Auditor of the Company on the implementation of the said Scheme in accordance with Regulation 13 of the SEBI SBEB Regulations, will be available for electronic inspection by the members during the ensuing AGM of the Company.

Directors and Key Managerial Personnel

The Company?s Board represents an optimum combination of Executive and Non-Executive Directors which is in conformity with the Act and SEBI Listing Regulations. In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act as well as Regulation 16 and 25 of SEBI

Listing Regulations. The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and are in compliance with the requirement of online proficiency self-assessment test under the said Rules.

In the opinion of the Board the Independent Directors are persons of integrity, expertise and experience and fulfill the conditions specified in the Act and SEBI Listing Regulations and are independent of the management and the same has been considered during their appointment/re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, had at its meeting held on 27th March 2024, appointed Mr. S. B. N. Sharma (DIN: 08167106) as Whole-Time Director of the Company for a tenure of five years, effective from 1st April 2024 . The shareholders of the Company had provided their requisite approval for the said appointment vide postal ballot on 17th June, 2024.

Further, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, had at its meeting held on 26th April, 2024, re-appointed Mrs. Ramni Nirula (DIN: 00015330) as an Independent Director for a second term of five years, from 26th July, 2024. The shareholders of the Company had approved the said reappointment through postal ballot on 17th June, 2024.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee at its meeting held on 12th May 2025, has appointed Mr. Chirantan Chatterjee (DIN: 10506056) as Whole Time Director for a term of five years, from 12 th May 2025, subject to the approval of shareholders at the forthcoming Annual General Meeting of the Company.

Mr. S K Modak (DIN: 00983527) ceased to be the Whole time Director of the Company w.e.f the close of business hours of 30th April 2024.

Mr. Tapas Gangopadhyay (DIN: 10122397) has stepped down from his position as Director of the Company w.e.f. the close of business hours on 30th April 2025 due to his retirement plans.

Mr. S B N Sharma (DIN: 08167106) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The proposal regarding his re-appointment will be placed for approval by the shareholders at the ensuing AGM of the Company.

Mr. Anirban Sanyal ceased to be the Chief Financial Officer

(CFO) of the Company w.e.f the close of business hours on

30th April 2024. Mr. Abhijit Paul has been appointed as the CFO of the Company with effect from 1st May 2024.

Mrs. Shampa Ghosh Ray ceased to be the Company

Secretary and Compliance Officer of the Company w.e.f. the close of business hours on 6th July 2024. Mr. Manish Agarwal has been appointed as the Company Secretary and Compliance Officer of the Company with effect from 12th August 2024.

Director? Responsibility Statement Pursuant to requirements under Section 134(5) of the Act, the Board, to the best of its knowledge and belief, confirms that:

i) the applicable accounting standards have been followed in preparation of annual accounts for Financial Year ended 31st March 2025 and proper explanations have been furnished relating to material departures;

ii) accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit and loss of the Company for year under review;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for Financial Year ended 31st March 2025 have been prepared on a going concern basis;

v) internal financial controls are in place and that such financial controls are adequate and operating effectively;

vi) adequate systems to ensure compliance with the provisions of all applicable laws are in place and are operating effectively.

Number of Meeting of Board

Five Board Meetings were held during the year on 26th April 2024, 12th August 2024, 6th November 2024, 29th January 2025 and 31st March 2025. The details regarding meetings of the Board have been provided in the Corporate Governance Report forming part of this Annual Report.

Committees of The Board

The Board of Directors have constituted 6 (six) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Finance Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The details regarding meetings of all the above Committees has been disclosed in the Corporate Governance Report forming part of this Annual Report.

Board Evaluation

The criteria and manner for formal performance evaluation of individual Directors, the Board as a whole and the Board Committees has been formulated on the basis of which evaluation has been carried out. Every Director evaluates the performance of other Directors (except for himself/ herself), the Board as a whole and its Committees and provides feedback to the Nomination & Remuneration Committee. The Nomination & Remuneration Committee reviews the feedback and makes relevant recommendations to the Board for final evaluation. Further, the Independent

Directors of the Company in its separate meeting held during the year reviewed the performance of the Non- Independent Directors and Board as a Whole and Chairman of the Company taking into account the views of executive directors and Non-Executive Directors.

The Board expressed satisfaction on the overall performance of the Directors, functioning of the Board and its Committees.

Nomination & Remuneration Policy

In accordance with the provisions of the Act and SEBI Listing Regulations, the Company has in place Nomination and Remuneration Policy which prescribes criteria for determination of qualification, positive attributes and independence of Directors along with remuneration of Directors, Senior Management Personnel (including Key Managerial Personnel) and other employees. The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://ushamartin.com/upload/investorrelations/ nomination-remuneration-policy.pdf The salient features of the Nomination & Remuneration

Policy of the Company are provided herein-under:

• The Policy outlines clear criteria for the appointment of Directors, taking into consideration factors such as professional qualifications, relevant experience, integrity, time commitment and governance capabilities.

• It sets forth a structured recruitment process for

Senior Management Personnel, ensuring alignment with organizational requirements and strategic objectives.

• It defines the components of remuneration for Directors,

Senior Management, and other employees, along with the guiding principles and factors for determining such remuneration.

• It incorporates remuneration benchmarking practices to ensure competitiveness and support the retention of high-performing talent across the organization.

• The Policy provides for the grant of Employee Stock Options (ESOPs) to eligible employees, including Key Managerial Personnels (KMPs), based on performance, subject to the approval of the Nomination and

Remuneration Committee and in compliance with applicable legal and regulatory provisions.

Vigil Mechanism and Whistle Blower Policy

The Company has a Vigil Mechanism and Whistle Blower

Policy and the same is available at https://ushamartin.com/upload/investorrelations/ vigil-mechanism-and-whistle-blower-policy-2025-05-04. pdf. Through this Policy, the Company seeks to provide a mechanism to the whistleblower to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting.

The mechanism also provides for adequate safeguards against victimization of the Whistle Blower for availing the mechanism and in exceptional cases, direct access to the

Chairman of the Audit Committee to report instances of fraud/ misconduct is provided. The Audit Committee looks into the complaints raised, if any, and their redressal. During the year under review, the Company did not receive any complaints under the policy.

Corporate Social Responsibility (CSR)

The Company continues to take its role as a responsible corporate citizen and is deeply involved in sustainable development of communities in and around its areas of plant operations. As per the provisions of Section 135 of the Act, the Company is not required to statutorily incur any social responsibility spending owing to absence of net profits (calculated in the manner as per the provisions of the Act) over the last three financial years. However, your Company continues to contribute voluntarily to Usha Martin Foundation, CSR arm of the Company which carries out various initiatives for social upliftment and development of communities living in and around the production facilities. In this regard the Company has formulated a Corporate Social Responsibility Policy which can be accessed at https://ushamartin.com/upload/investorrelations/ corporate-social-responsibility-policy-2025-05-04.pdf

The Company has also constituted a CSR Committee, inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. As on 31st March 2025, the CSR committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula, Mr. SBN Sharma, Mr. S Ravi and Mr. Tapas Gangopadhyay (ceased w.e.f. 30th April 2025) as members. The annual report on CSR activities as required under the provisions of the Act and the Rules framed thereunder is attached herewith as Annexure II.

The salient features of the Corporate Social Responsibility (CSR) Policy of the Company are:

• The Policy outlines the process of formulating and recommending the CSR Policy and the Annual Action Plan in accordance with applicable laws and regulations.

• It sets forth the framework for implementation of CSR initiatives, allocation of funds, and monitoring the performance and progress of such activities.

• It provides guidance on recommending CSR expenditure and conducting impact assessments, where applicable, to evaluate the effectiveness of CSR initiatives.

• The Policy includes a structured grievance redressal mechanism to address concerns related to CSR programs in a transparent and timely manner.

The CSR Policy was reviewed and updated during the year to align it with evolving CSR priorities and revised regulatory requirements, thereby ensuring its continued relevance, effectiveness, and alignment with the Company?s commitment to sustainable development.

Risk Management

The Risk Management Committee of the Board of Directors of the Company is entrusted with assisting the Board in discharging its responsibilities towards management of material business risk (material business risks include but is not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of SEBI Listing Regulations. The Company has a risk organisation structure which reviews risks, identifies ownership of risk, assesses the implication of such risks and the method to mitigate the same.

The Company has a Risk Management Policy which lays down the framework for identification and mitigation of various risks. The specific objective of this Policy is to assess risks in the internal and external environments and incorporates mitigation plans in its business strategy and operation plans.

The Risk Management Framework is reviewed periodically by the Audit Committee and Risk Management Committee of the Board of Directors. In the opinion of the Board of Directors, there are no existing factors which may threaten the existence of the Company.

As on 31st March 2025, the Risk Management Committee comprised of Mr. Vijay Singh Bapna as Chairman, Mr. Tapas Gangopadhyay (ceased w.e.f. 30th April 2025), Mrs. Ramni

Nirula, Mr. R Venkatachalam, Mr. S Ravi and Mr. S B N Sharma as Members.

Particulars of Contracts or Arrangements with Related

Parties

In line with the requirements of the Act and SEBI Listing

Regulations, the Company has formulated a Policy on dealing with Related Party Transactions (‘RPT?) and the same is available on the Company?s website at https://ushamartin.com/upload/investorrelations/ policy-on-materiality-and-for-dealing-with-related-party-transactions-2025-05-04.pdf

All contracts/ arrangements/ transactions entered by the

Company during the Financial Year 2024-25, with its related parties, were in the ordinary course of business and on an arm?s length basis and had prior approval of the Audit Committee, as required under SEBI Listing Regulations. All related party transactions are reviewed on a quarterly basis by the Audit Committee.

There were no materially significant related party transactions entered into by the Company which may have potential conflict with the interest of the Company. Further, during the Financial Year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Company?s policy. Relevant disclosure has been made in Form AOC 2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 and is annexed as Annexure III to this Report.

Particulars of Loans, Guarantees and Investments

The loan and guarantee given by the Company are within the limits prescribed under Section 186 of the Act. The particulars of loans, guarantees and investments are provided in Note No. 5 to the Financial Statements.

Details in respect of Adequacy of Internal Financial Controls With Reference To The Financial Statements

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory, cost and secretarial auditors and external consultants specially appointed for this purpose, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and relevant board committees, including the Audit committee, the Board is of the opinion that the Company?s internal financial controls were adequate and effective during the year ended on 31st March 2025.

Statutory Auditors

In accordance with the provisions of Section 139 of the Act and pursuant to shareholders approval at the 35th Annual General Meeting held on 11th August 2021, Messrs. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) had been re-appointed as Statutory Auditors of the Company to hold office from the conclusion of the 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company.

The Auditor?s Report on the Standalone and Consolidated financial statements of the Company for the year ended March 31, 2025 forms part of this Annual Report. The

Emphasis of Matter mentioned in the Auditors? Report is self-explanatory.

Cost Audit

Pursuant to Section 148 of the Act and Rules, the Company is required to maintain cost records as specified by the

Central Government and accordingly such accounts and records are made and maintained. The Board had appointed M/s. Mani & Co., Cost Accountants to conduct cost audit of the Company for the FY 2024-25 and had recommended their remuneration to the shareholders which was ratified at the Annual General Meeting held on 13th August 2024.

Subsequent to the recommendation of the Audit committee, the Board has re-appointed M/s. Mani & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year 2025-26 and their remuneration is sought to be ratified by the shareholders at the forthcoming Annual

General Meeting of the Company.

Secretarial Audit

During the year under review, the Board of Directors had appointed M/s. A K Labh & Co., as the Secretarial Auditors in accordance with the provisions of the Act and the Rules framed thereunder. The Secretarial Audit Report is annexed and forms part of this Report as Annexure IV. The observations mentioned in the Secretarial Audit Report are self- explanatory in nature.

Subsequent to the recommendation of the Audit Committee, the Board has appointed M/s. MKB & Associates, Practicing Company Secretaries [Firm Registration No. P2010WB042700]as the Secretarial Auditor of the Company for a period of five years from FY 2025-26 to FY 2029-30 and the said appointment will be placed before the shareholders for approval at the forthcoming Annual General Meeting of the Company.

Reporting of Frauds by Auditors

During the year under review, none of the auditors have reported any instances of fraud committed against the Company as required to be reported under Section 143 (12) of the Act.

Deposits

During the year under review, the Company has not accepted any deposit under Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. As on 31st March 2025, there are no unclaimed deposits with the Company. The Company has not defaulted in repayment of deposits or payment of interest on deposits thereon in the past.

Significant and Material Orders passed by regulators or Courts or Tribunals Impacting the going concern status and company?s operations in future

During the year, no significant material orders were passed by any regulatory authority or court against the Company which may affect the going concern status of the Company. The Central Bureau of Investigation ("CBI") registered a regular case on 20th September 2016 ("FIR No. 1") under the Indian Penal Code, 1860 ("IPC") and the Prevention of Corruption Act, 1988 ("PC Act") against certain individuals and the Company, wherein, inter-alia, various illegalities have been alleged qua the allocation of mine to the Company, illegal sale of minerals and abuse of official position by government servants. Pursuant to filing of chargesheet under the Prevention of Corruption Act, 1988 and the Indian Penal Code, 1860, proceedings are on-going before the District and Sessions Judge Cum Special Judge, Ranchi ("Ranchi Trial Court"). Basis FIR No.

1, the Directorate of Enforcement initiated its investigation and accordingly, the Directorate of Enforcement ("ED"),

Patna passed a provisional order dated 9th August 2019 ("Provisional Order") for provisional attachment of certain immovable properties of the Company valued at approximately Rs.190 Crore situated at Ranchi in the State of Jharkhand. This order was passed in connection with sale of iron-ore fines in earlier years from the erstwhile iron-ore mines of the Company situated at West Singhbhum in the State of Jharkhand. On 10th January 2020, the Adjudicating Authority under the Prevention of Money Laundering Act, 2002 ("PMLA") issued an order confirming the Provisional Order, subsequent to which the Company filed applications for stay and appeal against the order of Adjudicating Authority, PMLA, with the Appellant Tribunal, PMLA, New Delhi. The Appellate Tribunal vide an order dated 31st January 2020 directed that status quo be maintained and presently the matter is pending adjudication before the Appellate Tribunal. In this regard, ED also filed a complaint followed by a supplementary complaint before the Ranchi Trial Court, which is pending adjudication.

In October 2020, CBI registered another first information report ("FIR No. 2") under the PC Act read with the IPC against the Company, few officials of the Company and others, alleging influencing the ongoing CBI investigation pertaining to the aforesaid proceedings. Pursuant to the charge sheet filed by the CBI, proceedings are on-going before the Special Judge CBI, New Delhi. In connection to the FIR No. 2, ED also filed a complaint before the Special Court, New Delhi ("Special Court") under PMLA, which is presently pending adjudication before the Ld. Special Judge-CBI, New Delhi. The Company intends to take such legal measures as may be considered necessary in respect of the ongoing proceedings.

Reference is drawn to Note No. 38 to the Accounts in this Annual Report and the ‘Emphasis of Matter? by the Auditors in their Report.

Annual Return

In accordance with Section 92 (3), 134 (3) (a) read with Rule 12 of the Companies (Management and Administration) Rules 2014 a copy of the Annual Return of the Company is hosted on its website and can be accessed at https:// ushamartin.com/upload/investorrelations/draft-annual-return-fy-2024-25.pdf

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed separately and forms part of this report as Annexure V.

Particulars of Employees & Managerial Remuneration

The required disclosure in accordance with Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided separately and forms part of this report as Annexure VI.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as stipulated in the SEBI Listing Regulations, forms part of the Annual Report.

Corporate Governance Report

A detailed Report on Corporate Governance is annexed and forms part of this Annual Report.

Material Changes and Commitments Affecting Financial Position between the end of the financial year and the

Date of The Report

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report.

Secretarial Standards

The Company has complied with Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India as applicable during the year ended 31st March 2025.

Prevention of Sexual Harassment at Workplace

The Company is committed to provide a safe and conducive work environment to its employees and has formulated "Prevention, Prohibition and Redressal of Sexual Harassment at Work Place Policy" to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment. Further, the Company is in compliance with the provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CEO and CFO certification

In accordance with the provisions of the SEBI Listing Regulations, the Managing Director and Chief Financial

Officer of the Company have submitted the relevant certificate for the year ended 31 st March 2025 to the Board of Directors.

General Disclosures

i. During the year under review, there has been no change in the nature of the business of the Company.

ii. No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

iii. The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

iv. The Company had adopted effective from 1st April 2016, the notified Indian Accounting Standards (Ind AS) and accordingly the Financial Statements (both standalone and consolidated) for the year ended 31st March 2025 have been prepared under Ind AS. In line with the requirements of applicable provisions of law, the Company has made necessary disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

Appreciation

Your directors place on record their appreciation for the valuable co-operation and support of its employees, customers, suppliers, contractors, value chain partners, shareholders, investors, government authorities, financial institutions, banks and other stakeholders.