Directors Report of Steel Strips Wheels Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 39^th (Thirty-Ninth) Annual Report on the business and operations of Steel Strips Wheels Limited
(“the Company” or “SSWL”) together with Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year
(FY) ended 31.03.2025.

FINANCIAL HIGHLIGHTS

S. No.	Particulars	Standalone		Consolidated
		2024-25	2023-24	2024-25	2023-24
A)	Revenue from Operations	4,42,899.83	4,35,709.54	4,42,899.83	4,35,709.54
B)	Other Income	1,343.91	1,606.39	316.76	1,365.47
C)	Total Income (A B)	4,44,243.74	4,37,315.93	4,43,216.59	4,37,075.01
D)	Total Expenditures (excl. Finance Cost, depreciation and amortization)	3,94,218.38	3,89,190.11	3,94,465.84	3,89,308.59
E)	Profit before interest, depreciation and amortization	50,025.36	48,125.82	48,750.75	47,766.42
F)	Interest & Financial Charges	11,723.11	10,266.60	11,724.30	10,266.60
G)	Depreciation and amortization expenses	10,100.88	8,995.30	11,113.26	10,422.14
H)	Profit before Exceptional Item and tax	28,201.37	28,863.92	25,913.19	27,077.68
I)	Exceptional Item	0.00	0.00	0.00	47,310.391
J)	Profit Before Tax After exceptional item	28,201.37	28,863.92	25,913.19	74,388.07
K)	Share of profit/(loss) from Associates	-	-	(13.91)	(45.19)
L)	Profit before tax	28,201.37	28,863.92	25,899.28	74,342.88
M)	Tax expense Current tax Deferred tax Prior year tax adjustments	6,602.85 606.20 (2.69)	9,393.80 (2,519.37) 0.00	6602.85 (229.33) (2.69)	9,393.80 (2,519.37) 0.00
N)	Profit after tax	20,995.01	21,989.49	19,528.45	67,468.45
O)	Other Comprehensive Income (Net of Tax)	(77.70)	113.66	(77.70)	113.66
P)	Total Comprehensive Income for the period (N O)	20,917.31	22,103.15	19,450.75	67,582.11

Despite global uncertainty, India’s economy continued to grow at a steady and confident pace standing out as the fastest growing major
economy in the world. India also became the world’s 4th largest economy in FY 2024-25. India’s growth momentum was underpinned by
strong fundamentals and consistent performance. Real GDP expanded by 6.5 percent in FY 2024-25, with the final quarter (Q4 FY 25)
posted a robust 7.4 percent growth, supported by strong private consumption, elevated capital formation, and sectoral gains—particularly in
construction and financial services. Nominal GDP also expanded sharply by 9.8 percent in FY 2024-25. {Source:
https://www.pib.gov.in/PressNoteDetails.aspx?NoteId=154840&ModuleId=3 & https://mospi.gov.in/sites/default/files/press release/NAD PR 30mav2025.pdfl

The latest data released by the Society of Indian Automobile Manufacturers (SIAM) show that the Indian automotive industry wrapped up
FY 2024-25 with a solid performance, driven by resilient domestic demand, an uptick in exports, and a renewed push towards green
mobility. While the pace of growth varied across segments, the industry overall clocked a healthy 7.3 percent increase in domestic sales,
reinforcing its steady recovery trajectory in a post-pandemic economy.

Following the Industry trends, your Company effectively managed to work well during the financial year under review with improved sales
mix.

Further, your company’s financial results for the Financial year 2024-25 were consolidated with that of AMW Autocomponent Limited (AACL),
Wholly owned subsidiary as well as Clean Max Astria Private Limited (CMAPL), the Associate Company.

A brief on the financial performance of your company during the financial year under review on both standalone and consolidated basis is
given as below: -

On standalone basis:

• the Total Income for the financial year under review rose to Rs. 4,44,243.74 lakhs as compared to Rs. 4,37,315.93 lakhs in FY 2023-24,
thereby recording an increase of 1.58%.

• In terms of number of wheels, the Company has achieved sale of 190.91 Lakh wheel rims for the financial year under review as against
190.33 lakh wheel rims during the FY 2023-24, recording an increase of 0.31%.

• During the financial year under review, the company also commenced commercial production of aluminium steering knuckles (“knuckle”)
through which the company generated a sale of 46952 units.

• Earnings Before Interest, Depreciation and Tax (EBIDTA) for the financial year under review rose to Rs. 50,025.36 lakhs as compared
to Rs. 48,125.82 lakhs in FY 2023-24, recording an increase of 3.95%.

• the Profit before Tax for the financial year under review has slightly decreased to Rs. 28,201.37 lakhs from Rs. 28,863.92 lakhs in
FY 2023-24 marking a decline of 2.30%.The Profit after Tax (before comprehensive income) has also slightly decreased to
Rs. 20,995.01 lakhs from Rs. 21,989.49 lakhs, resulting in a decrease of 4.52%.

On consolidated basis:

• the Total Income for the financial year under review rose to Rs. 4,43,216.59 lakhs as compared to Rs. 4,37,075.01 lakhs in FY 2023-24,
thereby recording an increase of 1.41%.

• EBIDTA for the financial year under review stood at Rs. 48,750.75 lakhs as compared to Rs. 47,766.42 lakhs in FY 2023-24, thereby
recording an increase of 2.06%.

• The Profit before Tax after exceptional item for the financial year under review decreased to Rs. 25,899.28 lakhs from Rs. 74,342.88
lakhs in FY 2023-24 recording a decrease of 65.16% mainly on account of the exceptional item in FY 2023-24. Similarly, the Profit after
Tax (before comprehensive income) for the financial year under review decreased to Rs. 19,528.45 lakhs from Rs. 67,468.45 lakhs in
FY 2023-24, recording a decrease of 71.06%.

KEY BUSINESS DEVELOPMENT

During the financial year under review the Company launched a new product i.e. Aluminum Steering Knuckle, and commenced its commercial
production at the company’s existing manufacturing facility located at Mehsana, Gujarat with effect from November 05, 2024. This strategic
product launch marks a significant milestone in the Company’s efforts to diversify its product portfolio and strengthen its position. The launch
not only enables the company to cater to evolving customers requirements but also enhance its competitiveness and revenue visibility in the
market.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

As on 31.03.2025, the company had following subsidiary and associate companies: -

1. AMW Autocomponent Limited, Wholly Owned Subsidiary

2. Clean Max Astria Private Limited, Associate

The company does not have any material subsidiary as on 31.03.2025 as per the thresholds laid down in the Securities and Exchange Board
of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 {SEBI(LODR) Regulations, 2015|. A Policy for determining
material subsidiaries as duly approved by the Board has been uploaded on the Company’s website and can be accessed at
https://sswlindia.com/wp-content/themes/sswl/assets/docs/Policy for Determining Material Subsidiary.pdf.

During the financial year under review, the Board of Directors of the Company have reviewed the affairs of the Subsidiary Company.

Further Investment in the Equity Shares of Clean Max Astria Private Limited, Associate of the Company

During the financial year under review, the company made a further investment of Rs. 693.10 lakhs, subscribing to 32193 equity shares of FV
Rs. 10/- each, by way of rights issue in Clean Max Astria Private Limited (CMAPL), Associate Company. Post investment, the Company’s
aggregate shareholding in CMAPL stands at 26% i.e. 57151 equity shares of FV Rs. 10/- each.

Formation of Wholly Owned Subsidiary in European Union

The Board of Directors at its meeting held on 01.08.2025 had approved the proposal for the formation of a Wholly Owned Subsidiary (WOS)
in European Union with the objective of strengthening the Company’s global presence and align with long-term strategic objectives. The
proposed WOS of the company is intended to:

• Expand the Company’s footprint in a strategically important region with strong growth potential;

• Enhance service capabilities for Company’s existing European customers through improved proximity, responsiveness, and regulatory
alignment;

• Support business development by facilitating access to new markets, customers, and partnerships within the region.

Further, the company does not have any Joint Venture as on 31.03.2025.

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statements of the Company for the Financial Year ended 31.03.2025 prepared in accordance with the
provisions of the Companies Act, 2013 (‘the Act’), Regulation 33 of SEBI (LODR) Regulations, 2015 and Indian Accounting Standard-110
(IND AS-110) read with the Companies (Indian Accounting Standards) Rules, 2015 alongwith the Auditor’s Report thereon forms part of this
Annual Report.

Further, pursuant to the section 136 of the Act, the audited financial statements (both standalone and consolidated) and related information of
the Company is available on the company’s website at https://sswlindia.com/investors/annual-reports/. In addition to this, the separate financial
statements of the subsidiary company is also available on the Company’s website at https://sswlindia.com/investors/subsidiary-financials/ and
shall also be kept open for inspection at the registered office of the Company. The Company shall also make available the financial statements
of these companies to any member of the Company who may be interested in obtaining the same.

Pursuant to Section 129 of the Act and relevant rules made thereunder, a statement containing salient features of the financial statements of
the subsidiary and associate company in Form AOC-1 is provided with the consolidated financial statements and therefore not repeated in
this Report to avoid duplication. The consolidated financial statements provide the details of the performance and financial position of
associate and subsidiary company and their contributions to the overall performance of the Company.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 21,989.50 lakhs to the General Reserve out of the amount available for appropriation.
DIVIDEND

In accordance with the Dividend Distribution Policy of the Company, the Board of Directors at its meeting held on 15.05.2025, have recommended
a final dividend of Rs. 1.25 per equity share (i.e. 125%) of face value of Rs. 1/- each for the FY 2024-25 to the members of the Company as
against Rs. 1.00 per equity share (i.e. 100%) in the previous year.

The proposed final dividend, if approved by the members at the ensuing 39^th Annual General Meeting (AGM) of the Company, will entail a total
cash outflow of Rs. 1964.76 lakhs representing dividend payout of 9.36% of the company’s standalone net profit compared to
Rs. 1569.29 lakhs representing dividend payout of 7.14% in the previous year.

In compliance to the Income Tax Act, 1961, dividend paid or distributed by the company shall be taxable in the hands of the shareholders.
Accordingly, the company shall make the payment of dividend after deduction of tax at source at the rates prescribed in the Income Tax Act,
1961 to those shareholders whose name will appear in the Register of Members/ depository records as at the closing hours of business on
Record Date i.e Tuesday, 23.09.2025. For the prescribed rates, the shareholders may also refer to the notes section of the Notice of the
ensuing AGM which forms part of this Annual Report.

In terms of Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company have formulated and adopted the
company’s Dividend Distribution Policy (DD Policy). The DD Policy sets out factors to be considered by the Board in determining the nature
and quantum of the dividend to its equity shareholders as well as enable the Company to strike balance between pay-out and retained
earnings, in order to address future needs of the Company. The same is available on the Company’s website at http://sswlindia.com/wp-
content/themes/sswl/assets/docs/Dividend-Distribution-Policy.pdf.

CAPITAL EXPENDITURE

During the financial year under review, the Company on a standalone basis spent (Excluding Advances and Intangibles) Rs. 21225.88 Lakh
towards capital expenditure against Rs. 38209.96 Lakh in the previous financial year. This mainly comprises of regular capital expenditure at
various plant locations & company offices, manufacturing capacity expansion including setting up separate line for manufacturing of knuckle
at the existing manufacturing facility of the Company in Mehsana, Gujarat.

SHARE CAPITAL

As on 31.03.2025, the Issued and Paid-up Equity Share Capital of the company was Rs. 15,69,29,325/- {divided into 156929325 equity
shares of Face Value (FV) Rs. 1/- each}.

The Allotment Committee of the Board in its meeting held on 23.06.2025 had approved the allotment of 2,51,100 equity shares of FV Rs. 1/
- each at an Exercise Price of Rs. 20/- per equity share to the employees of the Company who have exercised their stock options under “Steel
Strips Wheels Limited- Employee Stock Option Scheme, 2021” (ESOS 2021). Consequently, the Issued and Paid-up Equity Share Capital of
the Company increased from Rs. 15,69,29,325/- (divided into 156929325 equity shares of FV Rs. 1/- each) to Rs. 15,71,80,425/- (divided into
157180425 equity shares of FV Rs. 1/- each).

Thus, as on date of this report, the Issued and Paid-up Equity Share Capital of the company stands at Rs. 15,71,80,425/- (divided into
157180425 equity shares of FV Rs. 1/- each).

Confirmations:

a) During the financial year under review, the Company has not:

i. issued any debentures or bonds

ii. issued equity shares with differential voting rights as to dividend, voting or otherwise

iii. issued any sweat equity shares to its Directors or employees

iv. made any changes in voting rights

v. reduced its share capital or bought back its shares

vi. changed the capital structure resulting from restructuring

vii. failed to implement any corporate action

viii. issued warrants or convertible securities

ix. made any changes in its authorised share capital

b) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue,
preferential issue, etc. is not applicable to the Company.

CHANGE IN NATURE OF BUSINESS

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

EMPLOYEE STOCK OPTION SCHEME

The company has one ongoing Employee Stock Option Scheme titled as “Steel Strips Wheels Limited - Employee Stock Option Scheme,
2021” (“ESOS 2021”). The details of ESOS 2021 are given herein below:

During the FY 2024-25, the Employee Compensation Committee (ECC) of the Company in its meeting held on 13.03.2025, had granted
5,00,000 options to eligible employees of the Company under Tranche 3 of ESOS 2021. Each option shall entitle the holder to acquire one (1)
equity share of face value Rs. 1/- each of the Company at an exercise price of Rs. 20/- per equity share. The Options granted shall vest after
completion of one(1) year from the date of grant i.e. on 13.03.2026 and exercise period would commence from date of vesting and will expire
on completion of five (5) years from the date of grant.

As on the date of this report, the Allotment Committee of the Company in its meeting held on 23.06.2025 had allotted 2,51,100 Equity Shares
of face value of Rs. 1/- each, at an Exercise Price of Rs. 20/- per equity share to the employees of the Company who have exercised their
stock options under “Steel Strips Wheels Limited- Employee Stock Option Scheme, 2021” (ESOS 2021). These Equity Shares ranked Pari-
Passu with the existing Equity Shares of the Company in all respects.

Further, there were no material changes in the ongoing Employee Stock Option Scheme of the Company in compliance with SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 {SEBI (SBEB & SE) Regulations, 2021}. The said scheme is in compliance
with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, including any amendment(s) thereof. The necessary
disclosure as stipulated under Regulation 14 read with Part F of Schedule I of the SEBI (SBEB & SE) Regulations, 2021 with regard to “ESOS
2021” is available on the website of the Company under the web-link: https://sswlindia.com/investors/sswl-disclosure-regarding-esos/.

Pursuant to Regulation 13 of SEBI (SBEB & SE) Regulations, 2021, a Certificate from Sh. Sushil Kumar Sikka (Practicing Company Secretary),
Proprietor of M/s S.K. Sikka & Associates, Secretarial Auditor of the Company confirming that the ESOS 2021 has been implemented in
accordance with the SEBI (SBEB & SE) Regulations, 2021 and in accordance with the resolution passed by the members of the Company in
their AGM held on 30.09.2021, would be placed at the ensuing AGM of the Company.

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of good corporate governance and believes that statutory compliances and transparency
are necessary to enhance the shareholder''s value. In compliance with SEBI (LODR) Regulations, 2015, a separate section on Corporate
Governance and a certificate from the Company''s Statutory Auditors, confirming compliance with the conditions of Corporate Governance as
stipulated under SEBI (LODR) Regulations, 2015 is included and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis (MDA) Report for the
financial year under review is presented in a separate section forming part of this Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable Health & Safety standards, Environment Laws and Labour Laws and has been taking all
necessary measures to protect the environment and provide workers a safe working environment. The Company is committed for continual
improvement in Health & Safety as well as Environmental protection by involving all the employees.

During the financial year 2024-25, your company undertook several initiatives to enhance employee health and well-being. A dedicated
“wellness and meditation center” remained in focus, offering gym and yoga facilities to promote physical fitness and relaxation among
employees. Regular health checkups, including BMI assessments, ensured that employees were aware of their physical health status and
could take proactive steps to improve it. In context to the World Health Day, the company organized interactive sessions with Dieticians, Step-
Challenge, First Aid Workshop, Dental Camp and Chair Yoga sessions for the employees. To address mental health, stress management/
recreational activities were organized from time to time, providing employees with effective coping strategies. Additionally, mental health
awareness week was organized on the occasion of Mental Health day. Further, employees have been provided with private platform titled as
“Connect to Reconnect” whereby they can ventilate their feelings and are able to attain proper work life balance. Moreover, health talks with
doctors were arranged, offering valuable insights and personalized advice on maintaining a healthy and active lifestyle. Employees have
been encouraged to practice safety in all their activities in and out of Company premises. Continuous safety training is conducted at all levels
and special emphasis is given to implementation of safety work standards.

The Company has also taken several new initiatives regarding environment conservation and protection. The initiatives include solar plant,
hybrid power, ETP/STP/RO capacity expansion across its manufacturing facilities.

HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures and practices that help in attracting best external talent and promote internal talent to take
higher roles and responsibilities. The Company’s people centric focus is providing an open work environment fostering continuous improvement,
learning and development among the employees of the Company. The Company provides a holistic environment where employees get
opportunities to realize their potential. The Company’s performance driven culture helps and motivates employees to excel in their respective
areas and progress within the organization.

The company has structured appraisal system in place which serves as a key performance metric and is used to identify, improve and control
a business’s various functions and resulting outcomes. This system further ensures alignment of individual performance with organizational
objectives, thereby, driving sustained growth and excellence.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace. The Company has formulated & adopted a policy on Prevention,
Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, as amended from time to time. The policy is gender
neutral and all employees (including permanent, contractual & temporary trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The disclosures relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, is as under:

Number of complaints of sexual harassment received in the year	1
Number of complaints disposed off during the year	1
Number of cases pending for more than 90 (ninety) days	NIL

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
Composition of the Board of Directors

The composition of the Board of the company is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 read with Section
149 of the Act. The Board of Directors consists of optimum combination of Executive and Non-Executive Directors including Independent
Directors & Women Independent Directors who have wide and varied experience in the field of Engineering, Finance, Business Management,
Administration, Human Resource, Corporate Planning, Corporate Laws, Industry, Commerce, Education, Taxation, etc. As on 31.03.2025,
the Company’s Board consisted of twelve (12) Directors. Of the said twelve Directors:-

a) three (3) (i.e. 25%) are Executive Directors(EDs) (one ED belonging to promoter category);

b) nine (9) (i.e. 75%) are Non-Executive Directors (NEDs) as per the following details:-

• two (2) (i.e. 16.67%) are Non-Executive Non-Independent Directors out of which one (1) is Non-Executive Chairman belonging to
promoter category and;

• six (6) (i.e. 50%) are Non-Executive Independent Directors (including two Women Independent Director); and

• remaining one (1) (8.33%) is Nominee Director [Nominated by Tata Steel Limited (Equity Investor)]

Changes in the Board of Directors during the FY 2024-25

» Appointments/Re-appointments approved at the 38th Annual General Meeting of the Company:

During the financial year under review, the members of the Company approved the following appointment/re-appointments of Directors at
their 38^th Annual General Meeting (AGM) held on 30.09.2024:

• Appointment of Sh. Mohan Joshi as a Director (DIN: 07526082) of the Company.

• Appointment of Sh. Mohan Joshi (DIN: 07526082) as an Executive Director of the Company, designated as Deputy Managing Director,

for a period of five (5) years effective from 29.08.2024 to 28.08.2029.

• Appointment of Smt. Sukhvinder Khanna (DIN: 10744212) as an Independent Director of the Company for a term of five (5) consecutive
years effective from 01.10.2024 to 30.09.2029.

• Re-appointment and continuation of Directorship of Sh. Shashi Bhushan Gupta (DIN: 00154404), as an Independent Director of the
Company for a second term of five (5) consecutive years effective from 01.10.2024 till 30.09.2029.

• Re-appointment of Sh. Ajit Singh Chatha (DIN: 02289613) as an Independent Director of the Company for the second term of five (5)
consecutive years effective from 01.10.2024 till 30.09.2029, notwithstanding that he has attained the age of seventy-five (75) years.

• Re-appointment of Smt. Deva Bharathi Reddy (DIN: 08763741) as an Independent Director of the Company for a second term of five (5)
consecutive years effective from 01.10.2024 till 30.09.2029.

• Continuation of Directorship of Sh. Sanjay Surajprakash Sahni (DIN: 08263029) as Nominee Director of Tata Steel Limited (Equity

Investor of the company) on the Board of the Company for a period of five (5) consecutive years with effect from 01.04.2024 till

31.03.2029.

» Resignation / Cessation of Directors:

During the financial year under review, following persons ceased to be directors of the company:-

• Sh. Andra Veetil Unnikrishnan (DIN: 02498195) due to his age, stepped down from the post of Deputy Managing Director (Executive
Director) of the Company with effect from close of business hours of 10.06.2024.

• Sh. Surinder Singh Virdi (DIN: 00035408) had expressed his unwillingness for re-appointment for the second term as an Independent
Director of the company upon completion of his first term of consecutive five (5) years on 30.09.2024, due to his pre-occupation and
other personal commitments. Therefore, he ceased to be Independent Director of the Company with effect from 01.10.2024.

The Board has placed on record its deepest appreciation for the leadership and invaluable contributions made by both Sh. Andra Veetil
Unnikrishnan and Sh. Surinder Singh Virdi, through their respective roles.

Re-appointment of Directors Retiring By Rotation:

Pursuant to the provisions of Section 152 of the Act and Rules framed thereunder, as amended from time to time, and Articles of Association
of the Company, Sh. Rajinder Kumar Garg (DIN: 00034827), Chairman & Non-Executive Director and Sh. Manohar Lal Jain (DIN: 00034591)
Executive Director of the Company are liable to retire by rotation at the ensuing 39^th AGM of the Company and being eligible, offer themselves
for re-appointment. As per the terms of appointment of Sh. Manohar Lal Jain as approved by the members at their 37^th AGM, his
re-appointment at the 39^th AGM as a Director retiring by rotation would not constitute break in his appointment as Executive Director of the
Company. The term and conditions of appointment including remuneration of Sh. Manohar Lal Jain would be governed as per the approval
granted by the members at their 37^th AGM held on 23.08.2023.

Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee (NRC), the Board recommends
their re-appointment for your approval.

Brief profile and necessary details of Sh. Rajinder Kumar Garg (DIN: 00034827), Chairman and Non-Executive Director and Sh. Manohar Lal
Jain (DIN: 00034591) Executive Director of the Company, as required under the SEBI (LODR) Regulations, 2015 and Secretarial Standard-
2 on General meetings are contained in the Notice convening the ensuing 39^th AGM of the Company.

Continuation of Directorship

Pursuant to Regulation 17 (1A) of the SEBI (LODR) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of
any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in
which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Further, pursuant to the provision of the Section 152 of the Act, Sh. Rajinder Kumar Garg (aged 82 years) (DIN: 00034827), Chairman and
Non-Executive Director of the Company is liable to retire by rotation at the ensuing 39^th Annual General Meeting of the company and being
eligible, offers himself for re-appointment.

Accordingly, basis the significant growth and success achieved by the company under his visionary leadership and recommendation of the
NRC, the Board of Directors of the Company in their meeting held on 01.08.2025 has proposed to the members for the continuation of
directorship of Sh. Rajinder Kumar Garg (aged 82 years) (DIN: 00034827), Chairman and Non-Executive Director of the Company, till the
date he retires by rotation in terms of Section 152 of the Act, by way of special resolution at the ensuing 39th Annual General Meeting (AGM)
of the Company.

The explanatory statement annexed to the notice for the re-appointment and continuation of directorship of Sh. Rajinder Kumar Garg, also
indicates the justification as required under the Regulation 17(1A) of SEBI (LODR) Regulations, 2015.

Re-appointment & Continuation of Independent Directors:

The members of the company in their 35^th AGM held on 30.09.2021 had appointed Sh. Siddharth Bansal (DIN: 02909820) as an Independent
Director of the company for the period commencing from 09.11.2020 to 30.09.2025.

Accordingly, his first term of appointment as an Independent Director of the Company is coming to an end on 30.09.2025. Sh. Siddharth
Bansal is eligible for re-appointment, subject to the approval of the members by way of special resolution.

During his first term as an Independent Director of the Company, he provided valuable insights towards the company’s strategic and accounting
matters. His experience and professional judgement have significantly benefitted the Board’s functioning. Accordingly, taking into consideration
the skills, expertise and competencies required for the Board in the context of the business of the Company, and on the basis of recommendation
of NRC, the Board of Directors in its meeting held on 01.08.2025, approved the re-appointment of Sh. Siddharth Bansal as the Independent
Director of the company to hold office for a second term of five (5) consecutive years effective from 01.10.2025 till 30.09.2030, subject to the
approval of the members at the ensuing 39^th AGM.

The explanatory statement annexed to the notice of the ensuing AGM indicates the justification, as required under provisions of the SEBI
(LODR) Regulations, 2015 and the Act, for the aforesaid re-appointment alongwith with his brief profile.

Key Managerial Personnel (KMP)

During the financial year under review, the following changes occurred in the Key Managerial Personnel of the company:-

• Sh. Andra Veetil Unnikrishnan stepped down from the post of Executive Director (designated as Deputy Managing Director) of the
company with effect from the close of business hours of 10.06.2024.

• Sh. Mohan Joshi was appointed as Executive Director of the company designated as Deputy Managing Director with effect from 29.08.2024.

• Sh. Shaman Jindal was relieved from the post of the Company Secretary and Compliance officer of the company with effect from close
of business hours of 29.10.2024 to enable him to devote his more time into strategic initiatives and critical areas including other core &
high priority responsibilities of the company. Presently, he is associated with the company as President (Commercials).

• Ms. Kanika Sapra was appointed as the Company Secretary and Compliance officer of the company with effect from 30.10.2024.

In addition to above, Sh. Manohar Lal Jain, Executive Director of the company who was also appointed as the compliance officer of the
company by the Board of Directors in its meeting held on 27.08.2013, was relieved from the post of compliance officer of the company with
effect from 17.01.2025 by the Board of Directors in its meeting held on 17.01.2025. He continues to be the Executive Director of the
Company.

Thus, pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company as on the 31.03.2025 as well as
on the date of this report:

• Sh. Dheeraj Garg, Managing Director ;

• Sh. Mohan Joshi, Executive Director (Deputy Managing Director) ;

• Sh. Manohar Lal Jain, Executive Director ;

• Sh. Naveen Sorot, Chief Financial Officer (CFO) and

• Ms. Kanika Sapra, Company Secretary & Compliance Officer

During the financial year under review, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary
relationship or transactions with the Company apart from the remuneration, sitting fees and dividend declared by the Company on the shares
held, if any, by them.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES DURING THE FINANCIAL YEAR

During the financial year under review, no company has become or ceased to be a subsidiary, joint venture or Associate of the Company.
DEPOSITS FROM PUBLIC

During the financial year 2024-25, the Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Act
read with the Companies (Acceptance of Deposits) Rules, 2014 (including any amendments thereof) and, as such, no amount on account of
principal or interest on deposit from public was outstanding as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the financial year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company’s operations in future.

CREDIT RATING

The details pertaining to credit ratings obtained by the Company during the financial year under review are provided in the Corporate
Governance Report, which forms part of this Annual Report and the same have been placed at the website of the Company at https://
sswlindia.com/wp-content/themes/sswl/assets/docs/CreditRating-02Jan2025IndiaRatingsResearch.pdf.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the
Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information(s).

The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are approved by the Audit
Committee and the Board of the Company. These Accounting policies are reviewed and updated from time to time.

The preparation and presentation of the financial statements of the company is pursuant to the control criteria as defined considering the
essential components of Internal control stated in the “Guidance Note on Audit of Internal Financial controls over Financial reporting” issued
by the Institute of Chartered accountants of India (ICAI). The Internal Financial Controls of the company with reference to the Financial
Statements were adequate, operating effectively and commensurate with the size, scale and complexity of its operations.

Further, the Audit Committee monitors the adequacy and effectiveness of your Company’s internal control framework. And, the efficacy of the
Internal financial controls has also been verified by the Statutory Auditors of the Company.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control procedures commensurate with size and nature of its business. These internal policies ensure
efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness
of financial and operational reports. The Internal auditor of the Company makes continuous assessment of the adequacy and effectiveness
of the internal controls and systems across the Company.

The Audit committee and the Management of the Company reviews the adequacy of the Internal Control functions of the Company, significant
audit observations, if any made by Internal Auditor, and suggests corrective actions and monitors the sustainability of those actions, as may
be required from time to time.

To enhance effective internal control system, the Company has laid down following measures:

• The Company’s Books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/
effectiveness of all transactions, integrity and reliable reporting.

• Adherence to accounting policies.

• The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

• Compliance of secretarial functions is ensured by way of Secretarial Audit.

• Internal Audit is being done for providing assistance in improvising financial control framework.

• The Company has adequate risk management policy.

• Code of Conduct and other policies.

• Physical verification of inventory/stock (stock audit).

During the financial year under review, neither the Audit Committee nor the Internal Auditor has made any significant deficiencies in relation
to the efficiency and effectiveness of such controls.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees constituted by the Board of Directors of the Company as per
the provisions of the Act and SEBI (LODR) Regulations, 2015 are provided in the Corporate Governance Report which forms part of this
Annual Report.

Further, during the financial year under review, there were no instances when the recommendations of Audit Committee were not accepted by
the Board.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) & (10) of the Act and in accordance with Regulation 22 of SEBI (LODR) Regulations,
2015, the Company has adopted a policy named “Vigil Mechanism and Whistle Blower Policy” for its employees and directors, which aims at
building & strengthening a culture of transparency and trust throughout the organization. The said policy is also available on the company’s
website at http://sswlindia.com/wp-content/themes/sswl/assets/docs/whistleblower.pdf.

The Vigil mechanism provides for adequate safeguards against victimization of directors or employees who avail the mechanism and also
provides for direct access to the Ethics Counsellor or Chairman of the Audit committee in appropriate and exceptional cases. It is affirmed
that no person has been denied access to the Audit Committee.

During the financial year under review, no incidents were reported under the above mechanism. The additional details pertaining to Vigil
Mechanism and Whistle Blower Policy of the Company are available in the Corporate Governance Report, which forms part of this Annual
Report.

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, six (6) Meetings of the Board were convened and held, details of which are provided in the Corporate
Governance Report, which forms part of this Annual Report. The intervening gap between any two consecutive meetings did not exceed 120
days, as prescribed under the Act and SEBI (LODR) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act and based on the representations, information and explanations received from the
management, and after due enquiry, the Directors of the Company hereby confirm that:

• in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have been followed and
there are no material departures;

• they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the
profit of the Company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and
operating effectively; and

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

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.
DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Act read with Schedule IV and Regulation 25(8) of SEBI (LODR) Regulations, 2015, all the Independent
Directors of the Company have submitted their declaration that they meet the criteria of Independence as provided in Section 149(6) of the
Act and Regulation 16(1 )(b) of SEBI(LODR) Regulations, 2015, and have also confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. They have also confirmed that they are not debarred from holding the office of
Director by virtue of any SEBI order or any other authority.

In terms of the provisions of the Regulation 25(9) of the SEBI (LODR) Regulations, 2015, the Board of directors of the company reviewed and
assessed the aforesaid declarations and made an opinion during the financial year 2024-25 that all the Independent Directors of the Company
hold highest standards of integrity and possess requisite proficiency, expertise and experience required to fulfill their duties as Independent
Directors.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,
all the Independent Directors of the Company have confirmed that they have registered themselves with the Independent Directors'' Databank
maintained by the Indian Institute of Corporate Affairs(“IICA”).

In compliance to the aforesaid provisions, the Independent Directors are also required to pass online proficiency self-assessment test
conducted by IICA within a period of 2 (two) years from the date of inclusion of their names in the databank, unless they meet the criteria
specified for exemption.

Accordingly, Sh. Virander Kumar Arya, Smt. Deva Bharathi Reddy and Sh. Siddharth Bansal have passed the said online proficiency self¬
assessment test while the rest of the Independent Directors of the company are exempt from the requirement to undertake the said test.

NOMINATION AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company strongly believes that human resources which manage the other resources have infinite potential and therefore, their development
is the key to organizational effectiveness. The Company is committed to integrate human resources with organisational growth and development
for mutual benefit. Accordingly, the Board of Directors has adopted and approved the Nomination and Remuneration Policy for the Directors,
Key Managerial Personnel and other employees of the Company as framed and recommended by the Nomination and Remuneration Committee
(NRC) pursuant to applicable provisions under the Act and SEBI (LODR) Regulations, 2015.

The said policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence
of a Director and other matters provided under Section 178(3) of the Act and Regulation 19 of the SEBI (LODR) Regulations, 2015 is available
on the website of the Company under the link http://sswlindia.com/wp-content/themes/sswl/assets/docs/nomination.pdf. The salient features
of the said policy are set out in the Corporate Governance Report which forms part of this Annual Report.

AUDIT RELATED MATTERS
» STATUTORY AUDITORS AND THEIR REPORT

M/s AKR & Associates, Chartered Accountants (ICAI Firm Registration Number 021179N), Statutory Auditors of the Company, were
re-appointed by the members of the Company at their 36^th Annual General Meeting (AGM) held on September 30, 2022 for second term of 5
(five) consecutive years i.e. starting from the conclusion of 36^th AGM of the company till the conclusion of 41^st AGM of the Company to be held
in the year 2027.

The Reports issued by the Statutory Auditors’ on the Annual Accounts of the company for the financial year ended 31.03.2025 form part of this
Annual Report. They are self-explanatory and do not contain any qualification, reservations or adverse remarks or disclaimers and therefore,
needs no comments. The Board of Directors places on record its sincere appreciation for the valuable services rendered by M/s AKR &
Associates, Statutory Auditors of the Company during financial the year under review.

» SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors of the Company, on the recommendation of the Audit Committee, had appointed Sh. Sushil Kumar Sikka, a Practicing
Company Secretary (Membership No. FCS 4241; Certificate of Practice No. 3582 and Peer Review No 1057/2021), proprietor of M/s S. K.
Sikka & Associates, as Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY 2024-25.

The Secretarial Auditor of the company issued the following reports for the financial year 2024-25:-

• Secretarial Audit Report

The Secretarial Audit Report submitted by the Secretarial Auditor in Form MR-3 is annexed herewith the Board’s Report as Annexure-I.

• Annual Secretarial Compliance Report

Pursuant to Regulation 24 A of the SEBI (LODR) Regulations, 2015, read with the SEBI Master Circulars issued from time to time,
the Annual Secretarial Compliance Report of the company for the financial year 2024-25 has been submitted to the Stock Exchanges
well within 60 days of the end of the financial year and the same is also annexed herewith the Board’s Report as Annexure-II.

There were no qualifications, reservations or adverse remarks in the aforesaid Reports and therefore needs no comment by the Board of
Directors of the Company.

The provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015, were amended vide Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12.12.2024, which, inter alia, state that with effect
from 01.04.2025, every listed entity is required to appoint a Practicing Company Secretary for not more than one term of five consecutive
years or a firm of Practicing Company Secretaries as Secretarial Auditors for not more than two terms of five consecutive years, with the
approval of the members at its Annual General Meeting (“AGM”) and such Secretarial Auditors(s) must be a peer reviewed company secretary
and should not have incurred any of the disqualifications as specified under the SEBI (LODR) Regulations, 2015. Further, the said regulation
also provides that any association of the individual or the firm as the Secretarial Auditor(s) of the Company before 31.03.2025 shall not be
considered for the purpose of calculating the tenure of the Secretarial Auditor(s).

Accordingly, taking into account the above requirements and the consideration of factors such as technical skills, independence, industry
experience, expertise, quality of audit practices, and past association with the Company and on the recommendation of the Audit Committee,
the Board, at its Meeting held on 01.08.2025, subject to the approval of the Members of the Company, approved the appointment of
Sh. Sushil Kumar Sikka, Practicing Company Secretary (Membership No. FCS 4241, Certificate of Practice No. 3582 and Peer Review
Certificate no.: 1057/2021) proprietor of M/s S.K. Sikka & Associates as the Secretarial Auditor of the Company, to hold office for a term of five
(5) consecutive years from the conclusion of this 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting of the
Company to be held in the year 2030, covering the period commencing from the April 01,2025 to March 31,2030.

Information about the proposed appointment of Secretarial Auditor is given in the Notice of the ensuing AGM which forms part of this Annual
Report.

• MAINTENANCE OF COST RECORDS AND AUDIT THEREOF

None of the products manufactured by the Company were covered under the products prescribed for maintenance of cost records as per
Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, during the financial year 2023-24. Accordingly, the
requirement for maintenance of cost records and cost audit was not applicable to the Company for the financial year 2024-25.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL
GOVERNMENT

During the financial year under review, the Statutory Auditor, Secretarial Auditor and Internal Auditor of the Company have not reported any
offence of fraud which is being or has been committed in the Company by its officers or employees to the Audit Committee under section
143(12) of the Act and Rules framed thereunder.

SECRETARIAL STANDARDS

During the financial year under review, your Company has duly complied with the provisions of the applicable Secretarial Standards i.e.
Secretarial Standard-1 (SS-1) on “Meetings of Board of Directors” and Secretarial Standard-2 (SS-2) on “General Meetings”, issued by the
Institute of Companies Secretaries of India (ICSI), as amended time to time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, no loans and guarantees were made by the Company under Section 186 of the Act and Rules framed
thereunder (including any amendments thereof) and Schedule V of the SEBI (LODR) Regulations, 2015.

However, during the financial year under review, the company made a further investment of Rs. 693.10 lakhs, subscribing to 32193 equity
shares of FV Rs. 10/- each, by way of rights issue in Clean Max Astria Private Limited (CMAPL), Associate Company. Pursuant to this
investment, the Company’s aggregate investment in CMAPL stands at 26% i.e. 57151 equity shares of FV Rs. 10/- each.

The details of the same are given in the Note no. 6 to the standalone financial statements of the Company forming part of this Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
(31 OF 2016)

During the financial year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016).

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions. Therefore, it is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the financial year under review, all contracts / arrangements / transactions entered into by the Company with related parties were in
the ordinary course of business and on an arm’s length basis and there were no material related party contracts / arrangements / transactions
entered by the Company with related parties. Further, the related party transactions undertaken by the Company during the year under review
were in compliance with the provisions set out in the Act read with the rules issued thereunder and Regulation 23 of the SEBI (LODR)
Regulations, 2015.

Accordingly, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014. The Form AOC-2 is annexed as Annexure III to the Board Report.

All related party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the
applicable provisions of the Act and SEBI (LODR) Regulations, 2015. Necessary details for each of the Related Party Transactions as
applicable along with the justification were provided to the Audit Committee in terms of the Company’s Policy on Materiality of and Dealing
with Related Party Transactions and as required under SEBI Master Circulars as issued from time to time. The Audit Committee, during the
FY 2024-25, has approved related party transactions along with granting omnibus approval in line with the policy of the Company on materiality
of Related Party Transactions and dealing with related party transactions and the applicable provisions of the Act read with the Rules issued
thereunder and the SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in
force). The transactions entered into pursuant to such approval were placed periodically before the Audit Committee as well as Board of
Directors of the Company.

The policy on materiality of related party transactions and dealing with related party transactions as approved and adopted by the Board is
uploaded on the website of the Company under the link http://sswlindia.com/wp-content/themes/sswl/assets/docs/relatedpartytransaction.pdf.

Disclosure as required under IND AS 24 has been made in Note 41 of the both Standalone Financial Statements and Consolidated Financial
Statements of the Company forming part of this Annual Report.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except remuneration (including commission),
sitting fees and dividend on the shares, if any, held by them.

MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF FINANCIAL YEAR 2024-25 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year
2024-25 to which the financial statements of the Company relate and the date of this report.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section
134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, forms part of this report and is annexed herewith as
Annexure-IV.

RISK MANAGEMENT

Pursuant to Regulation 21 of SEBI (LODR) Regulations, 2015, your Company has constituted a Risk Management Committee (RMC) to
frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan
and ensuring its effectiveness.

The RMC of the Company has been entrusted by the Board with the responsibility of formulating a framework to identify the risks and its
mitigation plans, reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.
The details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Annual Report.

The Company has developed and implemented a Risk Management Policy approved by the Board of Directors. The Board in its meeting held
on 24.04.2024, have reviewed the Risk Management Policy as required under the SEBI (LODR) Regulations, 2015.

The Risk Management Policy, inter alia, includes identification, mitigation and controlling of various risks which in the opinion of the Board
may threaten the existence of the Company. However, no such risks were identified which in the opinion of the Board may threaten the
existence of the Company.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Further,
the said identified risks which may have an impact on the Company’s operations, alongwith its mitigation plans are disclosed in the Management
Discussion and Analysis, which forms part of this Annual report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 and in consonance with Schedule VII of the Act and Rules framed thereunder (including any amendment(s)
thereof), the Company has constituted a Corporate Social Responsibility Committee (CSR Committee). However, to include the role of
“monitoring of sustainability initiatives” undertaken by the Company in line with the Regulation 34(2)(f) of the SEBI (LODR)Regulations, 2015,
the nomenclature of the CSR committee was changed to Corporate Social Responsibility & Sustainability (CSRS) Committee in the
FY 2022-23 and accordingly, the Board of Directors have amended the terms of reference of the CSRS committee. The terms of reference of
the CSRS Committee are given in the Corporate Governance Report which forms part of this report.

The Corporate Social Responsibility & Sustainability (CSRS) Committee had formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company. The CSR Policy of the
company is available on the website of the Company at https://sswlindia.com/wp-content/themes/sswl/assets/docs/csr-policy.pdf.

The Annual Report on CSR activities undertaken by the Company in terms of Section 135 of the Act and the Rules framed thereunder,
including a brief outline of the Company’s CSR Policy, is annexed to this Report as Annexure-V. Further, a detailed report on the CSR
activities undertaken by the company during the financial year 2024-25 is available on the company’s website at
https://sswlindia.com/investors/csr/.

BOARD EVALUATION

In compliance with the provisions of the Act, the SEBI (LODR) Regulations, 2015 and Guidance note on Board evaluation issued by both
Securities and Exchange Board of India (SEBI) and the Institute of Company Secretaries of India (ICSI), the Nomination and Remuneration
Committee (NRC) of the Board of Directors of the Company has carried out a formal annual evaluation of the Board as a whole, its committees
and all the individual directors. Further, the Board of Directors have also carried out the evaluation of the performance of the Board as a
whole, its committees, and all the Individual Directors including Executive Directors, Non-Executive Directors, Independent Directors, Non¬
Independent Directors as well as the Chairperson of the Company.

The NRC has defined the evaluation framework based on the aforementioned statutory provisions and Guidance Notes. The framework
included different tools such as peer to peer evaluation forms and questionnaires, covering various information or criteria required to have the
evaluation. The Board, NRC and all the Individual Directors including Independent Directors performed their part in the evaluation procedure.

• Evaluation of Board, as a whole: The performance evaluation of the Board as a whole was based on the various criteria, inter alia,
Structure of the Board, Composition and role clarity, Meetings of the Board, functions of the Board, Quality of relationship between
Board and Management, Professional Development, effectiveness of Board processes, etc.

• Evaluation of Committees of the Board: The performance evaluation of the Committees of the Board was based on the various criteria,
inter alia, mandate and composition, effectiveness, Structure, meetings, Independence, Contribution to decisions of the Board, degree
of fulfillment of key responsibilities, discharge of its functions and duties as per its terms of reference, process and procedures followed
for effectively discharging its functions.

• Evaluation of Individual Directors: The Board and the NRC of the Company evaluated the performance of individual directors (including
independent directors) based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions, Leadership,
integrity including adherence to Code of Conduct of the Company, safeguarding of the Confidential information and of interest of Whistle
Blowers under Vigil Mechanism, compliance with policies and disclosures of interest and fulfillment of other obligations imposed by the
law, contribution and initiative, availability, attendance, participation and ability to function as a team, commitment, independence,
independent views and judgement and guidance/support to management outside Board, etc.

• Evaluation of Chairperson: The performance evaluation of the Chairperson of the Company was based on criteria specified for individual
directors along with additional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality, managing
relationship with the members of the Board and management, relationship and communication within the Board, providing ease of
raising of issues and concerns by the Board members, promoting constructive debate and effective decision making at the board,
personal attributes i.e. integrity, honesty, knowledge, etc.

In addition to the above, a separate meeting of the Independent Directors (“Annual ID meeting”) was convened on 09.05.2025, in which the
Independent Directors of the company reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairperson
of the Company.

Outcome of Evaluation

The results of the Evaluation for the financial year under review were shared with the Board, Chairman of respective Committees and
Individual Directors, and they thoroughly deliberated upon them. The findings of evaluation reflected a high level of commitment, independent,
and governance standards by the Board, its Committees and its individual Directors as well as the Chairperson. The Board was found to be
well structured, meetings effectively conducted, and the committees of the Board operated efficiently in their respective focus areas. The
Individual Directors also showed a greater level of active participation, independent judgement and dedication, with the overall performance
of the Board, Committee and each Director rated as highly satisfactory. Lastly, the Directors also expressed satisfaction over the process of
evaluation.

INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’)

Pursuant to section 124, 125 and other applicable provisions of the Act read with Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, (“the Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to
Investor Education and Protection Fund (IEPF) Authority post the completion of seven (7) years from the date of transfer of dividend amount
in Unpaid Dividend Account. Similarly, the shares in respect of which dividend has remained unpaid or unclaimed for seven (7) consecutive
years or more shall also be transferred to the demat account(s) of the IEPF Authority.

Accordingly, during the financial year under review, the Company, in compliance to the aforesaid provisions, had transferred the unpaid/
unclaimed dividends and corresponding equity shares to the IEPF Authority as follows: -

Particulars	Amount of Dividend	No. of equity shares (FV Rs. 1/-)
2016-17 (Final Dividend)	Rs. 9,55,164.00	89329

During the FY 2025-26, the company would be transferring unpaid or unclaimed dividend amount for the FY 2017-18 (Final Dividend) within
30 days from the due date of transferring the amount to IEPF i.e. 03.11.2025. Further, the Company is also required to transfer the equity
shares in respect of which dividends have not been claimed for seven (7) consecutive years from the FY 2017-18 (Final Dividend), to the
demat account of the IEPF Authority. The Company has also given individual intimations to concerned shareholders indicating that such
shares shall be transferred to IEPF Authority and also advertised in the newspapers seeking action from said shareholders. Accordingly, the
concerned members are requested to claim the unpaid/ unclaimed dividend for FY 2017-18 (Final Dividend) on or before 24.10.2025.

Details of dividends that are due for transfer to IEPF for the next 7 (seven) years on their respective due dates, are available in the Notice of
39th AGM forming part of this Annual Report.

Further, the details of unpaid/unclaimed dividend for the FY 2017-18 (Final) & onwards and the details of shares/ shareholders against which
dividends is unpaid/unclaimed for seven consecutive years from the FY 2017-18 (Final) are provided on the website of the Company at
https://sswlindia.com/investors/unpaid-dividend/.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programmes for the Independent Directors which familiarizes them with their role,
rights, responsibilities, and enables them to have better understanding of the Company, its management, its operations, its business model,
the nature of the industry in which it operates, the industry perspective, its issues, etc. These sessions were delivered upon induction of a new
Director as well as on ongoing basis.

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations 2015, the Company during the FY 2024-25 had conducted various familiarization
programmes for its Independent Directors which included information on business performance, operations, market share, financial parameters,
working capital management, fund flows, major litigation, compliances, CSR activities, periodic review of Investments of the Company,
Regulatory updates, Business Strategy, Framework for Related Party Transactions, Economic Environment & Global Scenario, ESG Risks,
Business Entity Risks etc.

The details as required under Regulations 46 of the SEBI (LODR) Regulations 2015 are available on the website of your Company at
https://sswlindia.com/investors/familiarisation-programme-for-independent-directors/. Further, the details in regard with the familiarization
programme are also given in the Corporate Governance Report which forms part of this Annual Report.

ANNUAL RETURN

In accordance with Section 92(3) & 134(3)(a) of the Act, the Annual Return of the Company for the FY 2024-25 in Form MGT-7 is available on
the website of the Company at: https://sswlindia.com/investors/annual-return-and-extract-of-annual-return/

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP’S / EMPLOYEES

The Disclosure required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure-VI to this report.

Further, the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report, shall be open for inspection
at the Registered Office of the Company during working hours of twenty-one (21) days before the ensuing AGM. In terms of Section 136(1)
of the Act, the Annual Report is being sent to the Shareholders, excluding the aforesaid statement. In case any shareholder is interested in

obtaining a copy of the same may write to the Company Secretary of the company. The said statement has also been uploaded on the website
of the Company at https://sswlindia.com/investor/ in terms of section 136 (1) of the Act.

Further, neither the Managing Director nor any of the Executive Directors of the Company received any remuneration or commission from the
subsidiary Company.

CONFIRMATION WITH RESPECT TO THE COMPANY’S FINANCIAL STATEMENTS AND BOARD’S REPORT FOR THE PRECEEDING
FINANCIAL YEARS

There was no revision of financial statements and Board’s Report of the Company for the preceding three(3) financial years.
COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has ensured compliance with the provisions of The Maternity Benefit Act, 1961 and any amendment thereof from time to time.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (“BRSR”)

In compliance with Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) for
the financial year ended 31.03.2025, forms part of this Annual Report. The said BRSR describes the initiatives taken by the Company from an
environmental, social and governance perspective, alongside reflecting the company’s commitment towards sustainable business practices.

The BRSR Core disclosures have been reasonably assured by an Independent external agency “Intertek India Private Limited”.
INSURANCE

All properties and insurable interests of your Company including building and plant & machinery are adequately insured.

INDUSTRIAL RELATIONS WITH THE PERSONNEL OF THE COMPANY

The industrial relations scenario continued to be largely positive across all the manufacturing locations and the Company has continued to
maintain cordial and harmonious relations with its employees at all levels. As a result of it, the Company is thriving to achieve growth and
greater heights in the times to come.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere gratitude for the continued co-operation and support, the Company received from
various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also expresses
its gratitude to the valued customers, members, and the investing public for their unwavering trust and confidence reposed in the Company
and looks forward to their continued support in the future. The Board also acknowledges and appreciates the commitment, dedication and
contribution made by the employees at all levels towards growth and success of the Company in all fields.

For and on behalf of the Board
Steel Strips Wheels Limited

Date: 01.08.2025 (Rajinder Kumar Garg)

Place: Chandigarh Chairman

DIN:00034827

1

The income shown under Exceptional Item (FY 2023-24) is on the account of CIRP proceedings & implementation of resolution plan as
approved by NCLT, Ahmedabad vide its order dated 12.10.2023 under Insolvency and Bankruptcy Code, 2016 for the acquisition of AMW
Autocomponent Limited (AACL) by the company. The said income is due to write off and write back of book value of Assets and Liabilities of
AACL in excess of the consideration paid by the company as per the approved resolution plan.

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

During the financial year 2024-25, the global economy exhibited steady yet uneven growth across regions. Geopolitical tensions have
reshaped global trade. Geopolitical risk and policy uncertainty, especially around trade policies, have contributed to increased volatility in
global financial market. The US unleashed a major upheaval of global trade through an imposition of enhanced tariffs across all countries with
whom international trade with the US occurs. The US initiatives are changing by the day and uncertainty prevails because the new tariff
structure is not stable yet. Countries are responding in different ways to these US tariff initiatives. Some are responding with reciprocal tariffs
and others are looking at working out trade deals with the US. India has to examine this matter that serves its own interests best.

A notable trend during the financial year was the slowdown in global manufacturing, especially in Europe and parts of Asia, driven by supply
chain disruptions and weak external demand. In contrast, the services sector performed better, supporting growth in many economies.
Inflationary pressures eased in most economies although services inflation has remained persistent. Global real GDP growth was estimated
at approximately 3.0 percent in 2025, down from about 3.2 percent in 2024. {Source: Summary of economic survey 2024-25 by PIB Delhi;
https://www.pib.gov. in/PressReleasePage.aspx?PRID=2097921}

---

Mar 31, 2024

Your Directors take pleasure in presenting the 38^th (Thirty-Eighth) Annual Report on the business and operations of Steel Strips Wheels Limited (“the Company” or “SSWL”) together with Audited Financial Statements (Standalone and Consolidated) for the financial year (FY) ended March 31,2024.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
S. No.	Particulars	Standalone		Consolidated
		2023-24	2022-23	2023-24	2022-23
A)	Revenue from Operations	4,35,709.54	4,04,054.49	4,35,709.54	4,04,054.49
B)	Other Income	1,606.39	1,240.22	1,365.47	1,240.22
C)	Total Income (A B)	4,37,315.93	4,05,294.71	4,37,075.01	4,05,294.71
D)	Total Expenditures (excl. Finance Cost, depreciation and amortization)	3,89,190.11	3,59,774.04	3,89,308.59	3,59,774.04
E)	Profit before interest, depreciation and amortization	48,125.82	45,520.67	47,766.42	45,520.67
F)	Interest & Financial Charges	10,266.60	8,354.49	10,266.60	8,354.49
G)	Depreciation and amortization	8,995.30	8,044.10	10,422.14	8,044.10
H)	Profit before tax and Exceptional Item	28,863.92	29,122.08	27,077.68	29,122.08
I)	Exceptional Item1	0.00	0.00	47,310.39	0.00
J)	Profit before tax after exceptional item	28,863.92	29,122.08	74,388.07	29,122.08
K)	Share of profit/(loss) from Associates	-	-	(45.19)	(0.60)
L)	Profit before tax	28,863.92	29,122.08	74,342.88	29,121.48
M)	Tax expense Current tax Deferred tax Prior year tax adjustments	9,393.80 (2,519.37) 0.00	9,504.51 227.69 9.88	9,393.80 (2,519.37) 0.00	9,504.51 227.69 9.88
N)	Profit after tax	21,989.49	19,380.00	67,468.45	19,379.40
O)	Other Comprehensive Income (Net of Tax)	113.66	(265.52)	113.66	(265.52)
P)	Total Comprehensive Income for the period (N O)	22,103.15	19,114.48	67,582.11	19,113.88

The automotive industry in India is one of the main pillars of the economy. With strong backward and forward linkages, it is a key driver of growth. The Automobile industry produced a total 28.43 million vehicles including Passenger Vehicles, Commercial Vehicles, Three Wheelers, Two Wheelers, and Quadricycles during the FY 2023-24. As a result, India holds a strong position in the international heavy vehicles arena making it the largest tractor manufacturer, second-largest bus manufacturer, and third largest heavy trucks manufacturer in the world. Despite various challenges, automobile industry achieved record growth in its different segments and indicated a positive trend for the industry.

Following the Industry trends, your Company effectively managed to work well during the financial year under review with improved sales mix and recorded growth in sales value. By maintaining a sharp focus on cost controls, streamlining processes and efficiency enhancements, your Company sustained profitable growth despite the current economic conditions.

Further, during the financial year under review, pursuant to the order dated 12.10.2023 pronounced by the Hon''ble NCLT Ahmedabad under the Corporate Insolvency Resolution Process (CIRP) of Insolvency and Bankruptcy Code(IBC), 2016, your company acquired AMW Autocomponent Limited (AACL). Subsequently, AACL became the Company''s wholly owned subsidiary with effect from 09.01.2024 by way of implementation of the resolution plan. Accordingly, your company''s financial results for the Financial year 2023-24 were consolidated with that of AACL as well as Clean Max Astria Private Limited(CMAPL), the Associate Company.

A brief on the financial performance of the company during the financial year under review on both standalone and consolidated basis is given as below: -On standalone basis:

• the total income for the financial year under review rose to Rs. 4,37,315.93 lakhs as compared to Rs. 4,05,294.71 lakhs in FY 2022-23, thereby recording an increase of 7.90%.

• In terms of number of wheels, the Company has achieved sale of 190.33 Lakh wheel rims for the financial year under review as against sale of 176.21 lakh wheel rims during the FY 2022-23, recording an increase of 8.01%.

• Earnings Before Interest, Depreciation and Tax (EBIDTA) for the financial year under review rose to Rs. 48,125.82 lakhs as compared to Rs. 45,520.67 lakhs in FY 2022-23, recording an increase of 5.72%.

• the Profit before tax for the financial year under review has slightly decreased to Rs. 28,863.92 lakhs from Rs. 29,122.08 lakhs in FY 2022-23 marking a decline of 0.89%. However, the profit after tax (before comprehensive income) has increased to Rs. 21,989.49 lakhs from Rs. 19,380.00 lakhs, resulting in an increase of 13.46%.

• During the year, the company has opted to move to new tax regime under Section 115BAA of the Income Tax Act 1961.

On consolidated basis:

• the total income for the financial year under review rose to Rs. 4,37,075.01 lakhs as compared to Rs. 4,05,294.71 lakhs in FY 2022-23, thereby recording an increase of 7.84%.

• EBIDTA for the financial year under review stood at Rs. 47,766.42 lakhs as compared to Rs. 45,520.67 lakhs in FY 2022-23, thereby recording an increase of 4.93%.

• the Profit before tax after exceptional item for the financial year under review increased to Rs. 74,342.88 lakhs from Rs. 29,121.48 lakhs in FY 2022-23 recording an increase of 155.29% mainly on account of the exceptional item as defined in the table above. Similarly, the profit after tax (before comprehensive income) for the financial year under review increased to Rs. 67,468.45 lakhs from Rs. 19,379.40 lakhs in FY 2022-23, recording an increase of 248.15%.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

As on 31.03.2024, the company has following subsidiary and associate companies: -

1. AMW Autocomponent Limited, wholly owned subsidiary

2. Clean Max Astria Private Limited, Associate

The company does not have any material subsidiary as on 31.03.2024. However, the Policy for determining material subsidiaries as approved by the Board is uploaded on the Company''s website and can be accessed at https://sswlindia.com/wp-content/themes/sswl/assets/docs/ Policy for Determining Material Subsidiary.pdf.

Further, the company does not have any Joint Venture as on 31.03.2024.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements provide the details of the performance and financial position of associate and subsidiary company and their contributions to the overall performance of the Company.

The audited Consolidated Financial Statements of the Company for the Financial Year ended 31.03.2024 prepared in accordance with the provisions of the Companies Act, 2013 (‘the Act''), Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015} and Indian Accounting Standards (IND AS) read with the Companies (Indian Accounting Standards) Rules, alongwith the Auditor''s Report forms part of this Annual Report.

Further, pursuant to the section 136 of the Act, the audited financial statements (both standalone and consolidated) and related information of the Company is available on the company''s website at https://sswlindia.com/investors/annual-reports/. In addition to this, the separate financial statements of the subsidiary company is also available on the Company''s website at https://sswlindia.com/investors/subsidiary-financials/.

Additionally, pursuant to Section 129 and Section 136 of the Act and rules made thereunder a statement containing salient features on the performance and financial position of the subsidiary company i.e. AMW Autocomponent Limited and associate company i.e. Clean Max Astria Private Limited is provided in Form AOC-1 which forms part of this Annual Report.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 19,380.00 Lakhs to the General Reserve out of the amount available for appropriation.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of Directors (Board) of the Company have formulated and adopted the company''s Dividend Distribution Policy (DD Policy). The DD Policy sets out factors to be considered by the Board in determining the nature and quantum of the dividend to its equity shareholders as well as enable the Company to strike balance between pay-out and retained earnings, in order to address future needs of the Company. The same is available on the Company''s website at http://sswlindia. com/wp-content/themes/sswl/assets/docs/Dividend-Distribution-Policy.pdf.

DIVIDEND

In accordance with the Dividend Distribution Policy of the Company, the Board of Directors at its meeting held on 23.05.2024, have recommended a final dividend of Rs. 1.00 per equity share (i.e. 100%) of face value of Rs. 1/- each {previous year Rs. 1.00 per equity share (i.e. 100%) of face value of Rs. 1/- each} for the FY 2023-24. The final dividend proposed is subject to the approval of members at the ensuing Annual General Meeting (AGM) of the Company. The total cash outflow on account of proposed dividend, if approved by the shareholders will amount to Rs. 1569.29 lakhs (previous year Rs. 1565.13 lakhs), resulting in total dividend payout of 7.14% of the Standalone Net Profits of the Company.

In compliance to the Income Tax Act, 1961, dividend paid or distributed by the company shall be taxable in the hands of the shareholders. Accordingly, the company shall make the payment of dividend after deduction of tax at source at the rates prescribed in the Income Tax Act, 1961 to those shareholders whose name will appear in the Register of Members/ depository records as at the closing hours of business on Record Date. For the prescribed rates, the shareholders may also refer to the notes section of the Notice of the ensuing AGM which forms part of this Annual Report.

The Register of Members and Share Transfer Books of the Company will remain closed from 24.09.2024 to 30.09.2024 (both days inclusive) for the purpose of AGM and payment of the aforesaid dividend for the financial year ended 31.03.2024.

CAPITAL EXPENDITURE

During the year under review, the Company on a standalone basis spent (Excluding Advances and Intangibles) Rs. 38209.96 Lakhs against Rs. 13848.00 Lakhs in the previous financial year towards capital expenditure. This mainly comprises of regular capital expenditure at various plant locations & company offices and manufacturing capacity expansion.

The aforesaid capital expenditure for the FY 2023-24 includes an amount of Rs. 13815.00 Lakhs incurred by the company for the acquisition of wholly owned subsidiary company named as AMW Autocomponent Limited (AACL), pursuant to the NCLT, Ahmedabad, order dated

12.10.2023.

SHARE CAPITAL

On 12.12.2023, the Company allotted 416125 equity shares of Face value (FV) of Rs. 1/- each upon exercise of options by the employees of the Company under “Steel Strips Wheels Limited-Employee Stock Option Scheme, 2021” (“ESOS 2021”) at an exercise price of Rs. 20/-each. Consequent to the allotment of aforesaid equity shares, the Issued and Paid-up Equity Share Capital of the Company increased from Rs. 15,65,13,200/- (divided into 156513200 equity shares of FV Rs.1/- each) to Rs. 15,69,29,325/- (divided into 156929325 equity shares of FV Rs.1/- each).

The Issued and Paid-up Equity Share Capital of the Company is Rs. 15,69,29,325/- (divided into 156929325 equity shares of Rs. 1/- each) as on 31.03.2024 as well as on the date of this report.

Confirmations:

a) During the financial year under review, the Company has not:

i. issued any debentures or bonds.

ii. issued shares with differential voting rights as to dividend, voting or otherwise

iii. issued any sweat equity shares to its Directors or employees

iv. made any changes in voting rights

v. reduced its share capital or bought back its shares

vi. changed the capital structure resulting from restructuring

vii. failed to implement any corporate action

viii. issued warrants or convertible securities

ix. made any changes in its authorised share capital

b) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

CHANGE IN NATURE OF BUSINESS

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

EMPLOYEE STOCK OPTION SCHEMES

During the financial year under review, there were two ongoing Employee Stock Option Schemes titled as “Steel Strips Wheels Limited - Employee Stock Option Scheme, 2016” (“ESOS 2016”) and “Steel Strips Wheels Limited - Employee Stock Option Scheme, 2021” (“ESOS 2021”).

The details of these ESOS schemes are as under:

a) Steel Strips Wheels Limited- Employee Stock Option Scheme, 2016 (ESOS 2016):

During the financial year 2023-24, all the outstanding 17500 vested stock options granted under ESOS 2016 convertible into equal number of equity shares of face value Rs. 1/- each , were forfeited by the Employee Compensation Committee (ECC) in its meeting held on 16.03.2024. These outstanding vested stock options were forfeited as the employees to whom these options were granted have left the company.

In addition to above, the ECC in its meeting held on 16.03.2024 had also approved the closure of the “Steel Strips Wheels Limited-Employees Stock Option Scheme, 2016” (ESOS 2016) w.e.f. 16.03.2024.

b) Steel Strips Wheels Limited- Employee Stock Option Scheme, 2021 (ESOS 2021):

During the financial year 2023-24, 416125 options, each convertible into one equity share of FV Rs. 1/- each, were exercised by the option holders and consequently, equivalent number of equity shares of FV Rs. 1/- each were allotted by the Allotment Committee of the Board of Directors in its meeting held on 12.12.2023 under the ESOS 2021. The equity shares allotted ranks pari-passu with the existing equity shares of the Company.

Further, the ECC in its meeting held on 16.03.2024 had :

• forfeited 4750 options out of total outstanding stock options granted under Tranche 1 of ESOS 2021, as the employees to whom these options were granted have left the company;

• granted 200000 options to eligible employees of the Company under Tranche 2 of ESOS 2021. Each option shall entitle the holder to acquire one (1) equity share of face value Rs. 1/- each of the Company at an exercise price of Rs. 20/- per equity share. The Options granted shall vest after completion of one(1) year from the date of grant i.e. on 16.03.2025 and exercise period would commence from date of vesting and will expire on completion of five (5) years from the date of grant.

Furthermore, there were no material changes in the ongoing employee stock option schemes of the Company i.e. “ESOS 2016” and “ESOS 2021” except the closure of the ESOS 2016 in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 {SEBI (SBEB & SE Regulations, 2021}. During the year under review, the said schemes i.e. ESOS 2016 and ESOS 2021 were in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 {SEBI (SBEB & SE Regulations, 2021; erstwhile SEBI(Share Based Employee Benefits) Regulations, 2014} including any amendment(s) thereof. The necessary disclosure as stipulated under Regulation 14 read with Part F of Schedule I of the SEBI (SBEB & SE) Regulations, 2021 with regard to “ESOS 2016” and “ESOS 2021” is available on the website of the Company under the web-link: https://sswlindia.com/investors/sswl-disclosure-regarding-esos/

The Company has received a Certificate from the Secretarial Auditors of the Company that the aforesaid schemes i.e. “ESOS 2016” and “ESOS 2021” have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 and the resolution(s) passed by the members of the Company in their AGM(s) held on 30.09.2016 and 30.09.2021, respectively. The certificate would be placed at the ensuing AGM of the Company for inspection by the members.

BIDDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: ACQUISITION OF AMW AUTOCOMPONENT LIMITED (AACL)

In the financial year 2020-21, your Company had bid for acquisition of AMW Autocomponent Limited (AACL), a company engaged in manufacturing of Steel Wheel Rims catering to Passenger Vehicles/ Truck and Tractor Segment, which was undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC, 2016). AACL owns a state of art wheel rims plant with capability to address domestic as well export requirements and completely supplements the existing steel wheel business of your Company.

On September 21,2021, your Company was declared as the successful resolution applicant by the Committee of Creditors of AACL under the CIRP process of the IBC, 2016 and a Letter of Intent was received from the Resolution Professional of AACL. The Company had unconditionally accepted the terms of the Letter of Intent.

And, during the financial year under review, the Hon''ble National Company Law Tribunal (NCLT) Ahmedabad, vide its order dated October 12, 2023 approved the resolution plan for the acquisition of AACL. Subsequent, to the successful implementation of this resolution plan, AACL became the wholly owned subsidiary company of your Company w.e.f January 09, 2024.

MOU WITH REDLER TECHNOLOGIES LIMITED, AN ISRAEL BASED COMPANY

In the FY 2022-23, your Company had signed a Memorandum of Understanding(MOU) with Redler Technologies Limited (Redler), an Israel Based global engineering company, in order to establish a Joint Venture in India focusing on the development, manufacturing, and marketing of innovative, state-of-the-art motion control solutions for Two, Three & Four wheeled electric vehicle in India.

However, ongoing War in Israel has raised uncertainties and your company believes that it is in the best interest of all stakeholders to call off our discussions with Redler regarding the establishment of aforesaid Joint Venture in India.

Your company understands the importance of the technical collaborations and shall remain committed to exploring new opportunities. CORPORATE GOVERNANCE

The Company is firmly committed to the principles of good corporate governance and believes that statutory compliances and transparency are necessary to enhance the shareholder''s value. In compliance with SEBI (LODR) Regulations, 2015, a separate section on Corporate Governance and a certificate from the Company''s Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 is included and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis (MDA) Report for the financial year under review is presented in a separate section forming part of this Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable Health & Safety standards, Environment Laws and Labour Laws and has been taking all necessary measures to protect the environment and provide workers a safe working environment. The Company is committed for continual improvement in Health & Safety as well as Environmental protection by involving all the employees.

During the financial year 2023-24, your company implemented several new initiatives to enhance employee health and well-being. A dedicated “wellness and meditation center” was established, offering gym and yoga facilities to promote physical fitness and relaxation. Regular health checkups, including BMI assessments, ensured that employees were aware of their physical health status and could take proactive steps to improve it. To address mental health, bi-weekly stress management/recreational activities were organized, providing employees with effective coping strategies. Mental health awareness sessions were also conducted to destigmatize mental health issues and provide support. In addition to this, employees have been provided with private platform titled as “Connect to Reconnect” whereby they can ventilate their feelings and are able to attain proper work life balance. Moreover, health talks with doctors were arranged, offering valuable insights and personalized advice on maintaining a healthy and active lifestyle. Employees have been encouraged to practice safety in all their activities in and out of Company premises. Continuous safety training is conducted at all levels and special emphasis is given to implementation of safety work standards.

The Company has also taken several new initiatives regarding environment conservation and protection. The initiatives include solar plant, hybrid power, ETP/STP/RO capacity expansion across its manufacturing facilities.

HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. The Company''s people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the Company. The Company provides a holistic environment where employees get opportunities to realize their potential. The Company''s performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization.

The company has structured appraisal system in place which is a performance metric and is used to identify, improve and control a business''s various functions and resulting outcomes.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has formulated & adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The policy is gender neutral and all employees (including permanent, contractual & temporary trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, the Company has not received any complaint on sexual harassment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY Composition of the Board of Directors

The composition of the Board of the company is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 read with Section 149 of the Act. The Board of Directors consists of optimum combination of Executive and Non- Executive Directors including Independent Directors & a Woman Independent Director who have wide and varied experience in the field of Engineering, Finance, Business Management, Administration, Human Resource, Corporate Planning, Corporate Laws, Industry, Commerce, Education, etc. The Company''s Board consists of twelve (12) Directors as on March 31,2024. Of the said 12 Directors, three (3) (i.e. 25%) are Executive Directors(EDs) (one ED belonging to promoter category) and two (2) (i.e. 17%) are Non-Executive Non Independent Directors out of which one (1) is Non-Executive Chairman belonging to promoter category. Remaining seven (7) (i.e. 58%) are Non-Executive Directors of which, six (6) are Independent Directors (including one Woman Independent Director) and one (1) is Nominee Director [Nominated by Tata Steel Limited (Equity Investor)].

Changes in the Board of Directors during the FY 2023-24

During the financial year under review, the members of the Company approved the following re-appointments of Directors at their 37^th Annual General Meeting (AGM) held on 23.08.2023:

• Re-appointment of Sh. Dheeraj Garg (DIN: 00034926), as Managing Director of the Company for the period of five years effective from

01.06.2023 till 31.05.2028.

• Re-appointment and continuation of Sh. Andra Veetil Unnikrishnan (DIN: 02498195), as Deputy Managing Director (Executive Director) of the Company for the period of five years effective from 01.01.2024 till 31.12.2028.

• Re-appointment and continuation of Sh. Manohar Lal Jain (DIN: 00034591), as an Executive Director of the Company for the period of five years effective from 01.07.2023 till 30.06.2028.

• Re-appointment and continuation of Sh. Virander Kumar Arya (DIN: 00751005), as an Independent Director for second term of three consecutive years effective from 01.10.2023 till 30.09.2026.

• Continuation of the Directorship of Sh. Rajinder Kumar Garg (DIN: 00034827) as Chairman and Non-Executive Director of the Company

Resignation of Executive Director:

No Director of the company resigned during the FY 2023-24, however, Sh. Andra Veetil Unnikrishnan (DIN: 02498195) Deputy Managing Director, due to his age, has stepped down from the post of Deputy Managing Director (Executive Director) of the Company with effect from

10.06.2024. He shall remain associated with the company in other capacity on whole time basis. The Board places on record its deepest appreciation for the invaluable contributions made by Sh. Andra Veetil Unnikrishnan as Deputy Managing Director of the Company and look forward to his support in the future growth of the Company through his new role in the Company.

Retirement by Rotation and subsequent re-appointment:

Pursuant to the provisions of Section 152 of the Act and Rules framed thereunder (including any amendment thereof) and Articles of Association of the Company, Sh. Dheeraj Garg (DIN: 00034926), Managing Director and Sh. Sanjay Garg (DIN: 00030956) Non-Executive Non-Independent Director of the Company are liable to retire by rotation at the ensuing 38^th AGM of the Company and being eligible, offer themselves for re-appointment. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee (NRC), the Board recommends their re-appointment for your approval.

Brief profile and details of Sh. Dheeraj Garg (DIN: 00034926), Managing Director and Sh. Sanjay Garg (DIN: 00030956), Non-Executive Non-Independent Director of the Company, as required under the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 on General meetings are contained in the Notice convening the ensuing 38^th AGM of the Company.

Appointment of Executive Director:

Pursuant to the provisions of the Act, SEBI (LODR) Regulations, 2015 and upon recommendation of the NRC, the Board of Directors of the Company at its meeting held on 29.08.2024, has approved the appointment of Sh. Mohan Joshi (DIN: 07526082) as an Additional Director on the Board of the Company, with effect from 29.08.2024 pursuant to Section 161 of the Act read with the Articles of Association of the Company.

In the same meeting, on the recommendation of the NRC, the Board has also approved the appointment of Sh. Mohan Joshi as an Executive Director of the Company, designated as Deputy Managing Director, for a period of five(5) consecutive years effective from 29.08.2024 to 28.08.2029, subject to approval of the members of the Company in the ensuing AGM. In terms of Sections 152 and 161 of the Act, the term of his office shall be liable to retire by rotation.

The Company has also received requisite notice from a member proposing his appointment as Director of the Company. Brief Profile of

Sh. Mohan Joshi as required under the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 on General Meetings is provided in the Notice convening the 38^th AGM forming part of this Annual Report.

Appointment of Independent Director:

The Board, upon recommendation of the Nomination and Remuneration Committee, at its meeting held on 29.08.2024 has approved the appointment of Smt. Sukhvinder Khanna (DIN: 10744212) as an Independent Director of the Company for a term of five(5) consecutive years with effect from 01.10.2024 to 30.09.2029, subject to the approval of the members of the Company at the ensuing 38^th AGM of the Company.

In the opinion of the Board, Smt. Sukhvinder Khanna will bring on Board the required experience, integrity, expertise and relevant proficiency which will add tremendous value to the Board in exercising their role effectively. The requisite declarations and eligibility confirmations under the provisions of the Act and SEBI (LODR) Regulations, 2015 were received from Smt. Sukhvinder Khanna for considering her appointment as an Independent Director. The Company has also received requisite notice from a member proposing her appointment as Director of the Company.

Brief profile of Smt. Sukhvinder Khanna as required under the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 on General Meetings is provided in the Notice convening the 38^th AGM forming part of this Annual Report.

Re-appointment & Continuation of Independent Directors:

The members of the company in their 33^rd AGM held on 30.09.2019 had appointed Sh. Ajit Singh Chatha, Sh. Surinder Singh Virdi and Sh. Shashi Bhushan Gupta as Independent Directors of the Company for the first term of five(5) consecutive years w.e.f. 01.10.2019 to

30.09.2024. Further, members in their 34^th AGM held on 30.09.2020, had appointed Smt. Deva Bharathi Reddy as an Independent Director of the Company for a period effective from 01.08.2020 to 30.09.2024.

Accordingly, the first term of appointment of aforesaid Independent Directors of the Company is coming to an end on 30.09.2024. All the said Independent Directors are eligible for re-appointment, subject to the approval of the members by way of special resolution.

However, due to pre-occupation and other personal commitments, Sh. Surinder Singh Virdi (DIN: 00035408) has expressed his unwillingness for re-appointment for the second term. Therefore, he shall cease to be Independent Director of the Company with effect from the close of business hours on 30.09.2024. He joined the Board of the Company in the year 2019. The Board places on record its appreciation for the leadership and invaluable contribution made by Sh. Surinder Singh Virdi whose extensive knowledge and understanding of the various functional areas played an important role in the growth of the Company.

Further, pursuant to Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a Non-Executive Director who has attained the age of seventy-five(75) years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Sh. Ajit Singh Chatha has already attained the age of 75 years. Whereas, Sh. Shashi Bhushan Gupta will attain the age of 75 years (on 27.07.2025) during his proposed tenure of re-appointment. Therefore, re-appointment/continuation of their directorship shall also require special resolution pursuant to Regulation 17(1A) of the SEBI (LODR) Regulations, 2015.

On the basis of above and the performance evaluation of Sh. Shashi Bhushan Gupta, Sh. Ajit Singh Chatha and Smt. Deva Bharathi Reddy, Independent Directors of the Company and considering their business knowledge, experience and the substantial contribution made by them during their first tenure of appointment, upon recommendation of NRC, the Board of Directors in its meeting held on

29.08.2024, have approved the following subject to the approval of members by way of special resolution in the ensuing AGM of the Company:

• Re-appointment and continuation of Sh. Ajit Singh Chatha (DIN: 02289613) and Sh. Shashi Bhushan Gupta (DIN: 00154404), as Independent Directors of the company for second term of five (5) consecutive years effective from 01.10.2024 to 30.09.2029.

• Re-appointment of Smt. Deva Bharathi Reddy (DIN: 08763741) as an Independent Director of the company for second term of five (5) consecutive years effective from 01.10.2024 to 30.09.2029.

The explanatory statement annexed to the notice of the ensuing AGM indicates the justification, as required under provisions of the SEBI (LODR) Regulations, 2015 and the Act, for the aforesaid re-appointment and/or continuation of directorship of Directors.

Continuation of Directorship pursuant to Regulation 17 (1D) of the SEBI (LODR) Regulations, 2015:

Pursuant to the amendments made vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, dated June 14, 2023, a new regulation i.e. Regulation 17(1D) has been inserted in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations 2015}, which mandates that with effect from April 1,2024, the continuation of a Director serving on the Board of Directors of a listed entity shall be subject to approval by the Members at a general meeting at least once in every five (5) years from the date of their appointment or re-appointment, as the case may be. Further, the continuation of director serving on the Board of Directors of a listed entity as on March 31,2024, without the approval of the Members for a period of last five (5) years or more shall be subject to the approval of Members in the first general meeting to be held after March 31,2024.

In pursuance of Article 129 of the Articles of Association of the Company and in terms of the Share Subscription Agreement dated 11.01.2008, entered between Kalimati Investment Private Limited {now merged into Tata Steel Limited (TSL)}, the company & others, TSL was entitled to nominate a non-retiring director on the Board of the Company. Accordingly, TSL had vide its letter dated 14.11.2018 nominated Sh. Sanjay Surajprakash Sahni (DIN: 08263029) as its Nominee Director on the Board of the Company and thereafter, Sh. Sanjay Surajprakash Sahni was appointed as the Nominee Director of TSL, on the Board of the Company w.e.f. 14.11.2018 and his appointment as Nominee Director was not liable to retire by rotation.

However, pursuant to the aforesaid new provision of SEBI (LODR) Regulations, 2015, his continuation of appointment is now subject to the approval of the members of the company.

Thus, upon recommendation of Nomination and Remuneration Committee of the company, the Board of Directors in its meeting held on

29.08.2024 have approved the Continuation of Directorship of Sh. Sanjay Surajprakash Sahni (DIN: 08263029), as Nominee Director of TSL (Non-Executive Non-Independent Director) on the Board of the Company, for a period of five(5) consecutive years with effect from

01.04.2024 till 31.03.2029 and his period of office shall not be liable to retire by rotation, subject to the approval of the members of the Company.

The resolution proposing the continuation of his appointment as the Nominee Director (Non-Executive Non-Independent Director ) alongwith his brief profile is contained in the Notice of the ensuing AGM which forms part of this Annual Report.

Key Managerial Personnel (KMP)

During the financial year under review, there were no changes to the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company:

• Sh. Dheeraj Garg, Managing Director

• Sh. Andra Veetil Unnikrishnan, Executive Director (Deputy Managing Director) (upto 10.06.2024)

• Sh. Mohan Joshi, Executive Director (Deputy Managing Director) (with effect from 29.08.2024)

• Sh. Manohar Lal Jain, Executive Director

• Sh. Naveen Sorot, Chief Financial Officer (CFO) and

• Sh. Shaman Jindal, Company Secretary

During the financial year under review, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company other than remuneration, sitting fees and dividend declared by the Company on the shares held by them.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEARSubsidiary Company: AMW Autocomponent Limited (AACL)

Pursuant to the Corporate Insolvency Resolution Process under the Insolvency Bankruptcy Code, 2016, the Resolution Plan submitted by the Company for acquiring AMW Autocomponent Limited (AACL) was approved by the Hon''ble NCLT, Ahmedabad vide its order dated 12.10.2023. As per the approved resolution plan, the Company has completed the acquisition of AACL on 09.01.2024 by infusing Rs. 13815.00 Lakhs through a mix of equity and debt as follows: -

• subscription of 50,00,000 Equity Shares of Rs. 10/- each aggregating to Rs. 500.00 Lakhs of AACL;

• Inter-corporate loan of Rs. 13315.00 lakhs to AACL

Pursuant to the aforesaid investment, AACL became the Company''s wholly owned subsidiary with effect from 09.01.2024. AMW Autocomponent Limited (AACL), has its registered office at Administrative building, Bhuj-Bhachau road, near Village Kannaiyabe, Kachchh, Bhuj, Gujarat. It operates in the same sector and manufactures same products as that of the Company.

DEPOSITS FROM PUBLIC

During the financial year 2023-24, the Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any amendments thereof) and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the financial year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

CREDIT RATING

The details pertaining to credit ratings obtained by the Company during the financial year under review are provided in the Corporate Governance Report, which forms part of this Annual Report and the same have been placed at the website of the Company at https://sswlindia.com/wp-content/themes/sswl/assets/docs/CreditRating-13Oct2023IndiaRatingsResearch.pdf .

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information(s).

The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are approved by the Audit Committee and the Board of the Company. These Accounting policies are reviewed and updated from time to time.

The Internal Financial Controls of the company with reference to the Financial Statements were adequate, operating effectively and commensurate with the size, scale and complexity of its operations.

Further, the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness of financial and operational reports. The Internal auditor of the Company makes continuous assessment of the adequacy and effectiveness of the internal controls and systems across the Company. The Audit Committee and the Management of the Company reviews the findings and the recommendations of the internal auditor and take corrective actions, if required.

To enhance effective internal control system, the Company has laid down following measures:

• The Company''s Books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrity and reliable reporting.

• Adherence to accounting policies.

• The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

• Compliance of secretarial functions is ensured by way of Secretarial Audit.

• Internal Audit is being done for providing assistance in improvising financial control framework.

• The Company has adequate risk management policy.

• Code of Conduct and other policies.

• Physical verification of inventory/stock (stock audit).

During the financial year under review, neither the Audit Committee nor the Internal Auditor has made any significant deficiencies in relation to the efficiency and effectiveness of such controls.

AUDIT COMMITTEE AND OTHER COMMITTES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees constituted by the Board of Directors of the Company as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are provided in the Corporate Governance Report which forms part of this Annual Report.

Further, during the financial year under review there were no instances when the recommendations of Audit Committee were not accepted by the Board.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the requirements under Section 177(9) & (10) of the Companies Act, 2013 and in accordance with Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a policy named “Vigil Mechanism and Whistle Blower Policy”. The Vigil mechanism provides for adequate safeguards against unfair treatment of whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in exceptional cases.

During the financial year under review, no incidents were reported under the above mechanism. The additional details pertaining to Vigil Mechanism and Whistle Blower Policy of the Company are available in the Corporate Governance Report, which forms part of this Annual Report and the same is also available on the Company''s website at http://sswlindia.com/wp-content/themes/sswl/assets/docs/whistleblower.pdf .

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, five (5) Board Meetings were convened and held, details of which are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between two consecutive meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company has duly complied with Secretarial Standard on the meetings of Board of Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 and based on the representations, information and explanations received from the management, and after due enquiry, the Directors of the Company hereby confirm that:

• in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed and there are no material departures;

• they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the profit of the Company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted their declaration in accordance with Section 149(7) of the Companies Act, 2013 read with Schedule IV and Regulation 25(8) of SEBI (LODR) Regulations, 2015 that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and that they are independent of the management.

The Board is of the opinion that during the financial year 2023-24, there has been no change in the circumstances which may affect their status as Independent Director of the Company and Board is satisfied that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company have confirmed that they have registered themselves with the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs, Manesar (“IICA”).

In compliance to the aforesaid provisions, the Independent Directors are also required to pass online proficiency self-assessment test conducted by IICA within a period of 2 (two) years from the date of inclusion of their names in the Independent Directors'' Databank, unless they meet the criteria specified for exemption.

Accordingly, Sh. Virander Kumar Arya, Smt. Deva Bharathi Reddy and Sh. Siddharth Bansal have passed the said online proficiency selfassessment test and rest of the Independent Directors of the company are exempt from the requirement to undertake the said test. Further, Smt. Sukhvinder Khanna, who has been proposed for the appointment as an Independent Director of the Company at the ensuing AGM is also exempt from the requirement to undertake the said test.

The Board of Directors of the company has taken on record the declaration and confirmation submitted by the Independent Directors after thoroughly assessing its accuracy.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company strongly believes that human resources which manage the other resources have infinite potential and therefore, their development is the key to organizational effectiveness. The Company is committed to integrate human resources with organisational growth and development for mutual benefit. Accordingly, the Board has adopted and approved the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees as framed and recommended by the Nomination and Remuneration Committee (NRC) pursuant to applicable provisions under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The said policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 is available on the website of the Company under the link http://sswlindia.com/wp-content/themes/sswl/assets/docs/nomination.pdf. The salient features of the said policy are set out in the Corporate Governance Report which forms part of this Annual Report.

AUDIT RELATED MATTERS• STATUTORY AUDITORS AND THEIR REPORT

M/s AKR & Associates, Chartered Accountants (ICAI Firm Registration Number 021179N), Statutory Auditors of the Company, were reappointed by the members of the Company at their 36^th Annual General Meeting (AGM) held on September 30, 2022 for second term of 5 (five) consecutive years i.e. starting from the conclusion of 36^th AGM of the company till the conclusion of 41^st AGM of the Company to be held in the year 2027.

Statutory Auditors'' Reports are self-explanatory and do not contain any qualification, reservations or adverse remarks or disclaimers in their reports for the financial year ended 31.03.2024, and therefore, needs no comments and forms part of this Annual Report. The Board of Directors places on record its sincere appreciation for the valuable services rendered by M/s AKR & Associates, Statutory Auditors of the Company.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, on the recommendation of the Audit Committee, had re-appointed Sh. Sushil Kumar Sikka, a Practicing Company Secretary (Membership No. 4241 and Certificate of Practice No. 3582), proprietor of M/s S. K. Sikka & Associates, to undertake the Secretarial Audit of the Company for the FY 2023-24.

> Secretarial Audit Report

The Secretarial Auditor of the Company conducted the Secretarial Audit of the Company for FY 2023-24 and the report submitted by him in the form MR-3 is annexed herewith the Board''s Report as Annexure-I. There were no qualifications, reservations or adverse remarks in the Secretarial Audit Report of the Company for the Financial Year ended March 31,2024 and therefore needs no comment by the Board of Directors of the Company.

> Annual Secretarial Compliance Report

Pursuant to Regulation 24 A of the SEBI (LODR) Regulations, 2015, read with the SEBI Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, SEBI Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019, NSE Circular No. NSE/CML/2023/30 and BSE Notice No. 20230410-41 both dated 10th April, 2023, the Annual Secretarial Compliance Report of the company for the financial year 2023-24 has been submitted to the Stock Exchanges well within 60 days of the end of the financial year and the same is also annexed herewith the Board''s Report as Annexure-II. The said secretarial compliance report did not contain any qualifications, reservations or adverse remarks.

• MAINTENANCE OF COST RECORDS AND AUDIT THEREOF

In terms of Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, the Company is required to maintain cost records only for its HRM division (i.e. Hot Rolling Mills) and have the audit of its cost records conducted by a Cost Accountant. Accordingly, cost records have been prepared and maintained by the Company for the said division as required under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014. The Board of Directors of the Company, on the recommendation of the Audit Committee, had appointed M/s Aggarwal Vimal & Associates, Cost Accountants (Firm Registration Number: 000350) as cost auditors of the Company for conducting the audit of the cost records relating to HRM Division of the Company for the financial year ending

31.03.2024.

The Cost Auditor has forwarded the Cost Audit Report for the FY 2023-24 to the Board of Directors of the Company on 29.08.2024 and the said Cost Audit Report shall be filed with Ministry of Corporate Affairs (MCA) within the stipulated time limit as prescribed under the Companies Act, 2013 and relevant rules framed thereunder.

In FY 2023-24, turnover of none of the products, covered under Section 148 of Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, crossed the minimum threshold triggering the applicability of Cost Audit on the Company, thus, on recommendation of Audit Committee, the Board of Directors of the Company has not considered the appointment of Cost Auditor for the FY 2024-25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

During the financial year under review, the Statutory Auditor, Secretarial Auditor, Cost Auditor and Internal Auditor of the Company have not reported any offence involving fraud which is being or has been committed against the Company by its officers or employees to the Audit Committee, Board of Directors or Central Government under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

SECRETARIAL STANDARDS

During the financial year under review, your Company has duly complied with the provisions of the applicable Secretarial Standards i.e. Secretarial Standard-1 (SS-1) on “Meetings of Board of Directors” and Secretarial Standard-2 (SS-2) on “General Meetings”, issued by the Institute of Companies Secretaries of India (ICSI), from time to time. The Company has devised proper systems to ensure compliance with the provisions of aforesaid applicable Secretarial Standards issued by the ICSI and such systems are adequate and operating effectively. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the Corporate Insolvency Resolution Process under the Insolvency Bankruptcy Code, 2016, the Resolution Plan submitted by the Company for acquiring AMW Autocomponent Limited (AACL) was approved by the Hon''ble NCLT, Ahmedabad on 12.10.2023. As per the approved resolution plan, the Company has completed the acquisition of AACL on 09.01.2024 by infusing Rs. 13815.00 Lakhs through a mix of equity and debt as follows: -

• subscription of 50,00,000 Equity Shares of Rs. 10/- each aggregating to Rs. 500.00 Lakhs of AACL;

• Inter-corporate loan of Rs. 13315.00 lakhs to AACL.

Pursuant to the aforesaid investment, AACL became the Company''s wholly owned subsidiary with effect from 09.01.2024. AMW Autocomponent Limited (AACL), has its registered office at Administrative building, Bhuj-Bhachau road, near Village Kannaiyabe, Kachchh, Bhuj, Gujarat. It operates in the same sector and manufactures same products as that of the Company.

The details of the same are given in the Note no. 6 and 14 to the standalone financial statements forming part of this Annual Report.

Apart from above, there have been no other loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof) and Schedule V of the SEBI (LODR) Regulations, 2015 during the FY 2023-24.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions. Therefore, it is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the FY 2023-24 with related parties were in the ordinary course of business and on an arm''s length basis. Also, there were no material related party contracts / arrangements / transactions made by the Company with related parties. Further, the related party transactions undertaken by the Company during the year under review were in compliance with the provisions set out in the Companies Act, 2013 read with the rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015.

Accordingly, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the applicable provisions of the Act and SEBI (LODR) Regulations, 2015. Necessary details for each of the Related Party Transactions as applicable along with the justification were provided to the Audit Committee in terms of the Company''s Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Master Circular vide SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023. The Audit Committee, during the FY 2023-24, has approved related party transactions along with granting omnibus approval in line with the policy of the Company on materiality of Related Party Transactions and dealing with related party transactions and the applicable provisions of the Act read with the Rules issued thereunder and the SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The transactions entered into pursuant to such approval were placed periodically before the Audit Committee.

The policy on materiality of related party transactions and dealing with related party transactions as approved and adopted by the Board is uploaded on the website of the Company under the link http://sswlindia.com/wp-content/themes/sswl/assets/docs/relatedpartvtransaction.pdf. Disclosure as required under IND AS 24 has been made in Note 41 of the both Standalone Financial Statements and Consolidated Financial Statements.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except remuneration, sitting fees and dividend on the shares held by them.

MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FY 2023-24 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year 2023-24 to which the financial statements of the Company relate and the date of this report.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, forms part of this report and is annexed herewith as Annexure-III.

RISK MANAGEMENT

Pursuant to Regulation 21 of SEBI (LODR) Regulations, 2015, your Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. The details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Annual Report.

The Company has developed and implemented a Risk Management Policy approved by the Board of Directors. The Board in its meeting held on 24.04.2024, have reviewed the risk management policy as required under the SEBI (LODR) Regulations, 2015.

The Risk Management Policy, inter alia, includes identification, mitigation and controlling of various risks which in the opinion of the Board may threaten the existence of the Company. However, no such risks were identified which in the opinion of the Board may threaten the existence of the Company.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Further, the said identified risks which may have an impact on the Company''s operations, alongwith its mitigation plans are disclosed in the Management Discussion and Analysis, which forms part of this Annual report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 and in consonance with Schedule VII of the Companies Act, 2013, and Rules framed thereunder (including any amendment(s) thereof), the Company has constituted a Corporate Social Responsibility Committee (CSR Committee). However, to include the role of “monitoring of sustainability initiatives” undertaken by the Company in line with the Regulation 34(2)(f) of the SEBI(LODR) Regulations, 2015, the nomenclature of the CSR committee was changed to Corporate Social Responsibility & Sustainability (CSRS) Committee in the FY 2022-23 and accordingly, the Board of Directors have amended the terms of reference of the CSR committee. The terms of reference of the CSRS Committee are given in the Corporate Governance Report which forms part of this report.

The Corporate Social Responsibility & Sustainability (CSRS) Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company. The CSR Policy of the company is available on the website of the Company at https://sswlindia.com/wp-content/themes/sswl/assets/docs/csr-policy.pdf.

The Annual Report on CSR activities undertaken by the Company in terms of Section 135 of the Act and the Rules framed thereunder, including a brief outline of the Company''s CSR Policy, is annexed to this Report as Annexure-IV. Also, a detailed report on the CSR activities undertaken by the company during the financial year 2023-24 is available on the company''s website at https://sswlindia.com/investors/csr/. BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and Guidance note on Board evaluation issued by both the Securities and Exchange Board of India (SEBI) and Institute of Company Secretaries of India (ICSI), the Nomination and Remuneration Committee (NRC) of the Board of Directors of the Company has carried out a formal annual evaluation of the Board as a whole, its committees and all the individual directors. Further, the Board of Directors have also carried out the evaluation of the performance of the Board as a whole, its committees, and all the Individual Directors including Executive Directors, Non-Executive Directors, Independent Directors, Non-Independent Directors as well as the Chairperson of the Company.

The NRC has defined the evaluation framework based on the aforementioned statutory provisions and Guidance Notes. The framework included different tools such as peer to peer evaluation forms and questionnaires, covering various information or criteria required to have the evaluation. The Board, NRC and all the Individual Directors including Independent Directors performed their part in the evaluation procedure.

The performance evaluation of the Board as a whole was based on the various criteria, inter alia, Structure of the Board, Composition and role clarity, Meetings of the Board, circulation of agenda of the meetings, recording of minutes, functions of the Board, Quality of relationship between Board and Management, Professional Development, effectiveness of Board processes, etc.

The performance evaluation of the Committees of the Board was based on the various criteria, inter alia, mandate and composition, effectiveness, Structure, meetings, Independence, Contribution to decisions of the Board, degree of fulfillment of key responsibilities, discharge of its functions and duties as per its terms of reference, process and procedures followed for effectively discharging its functions. The Board and the NRC of the Company evaluated the performance of individual directors (including independent directors) based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions, Leadership, integrity including adherence to Code of Conduct and Code of Independent Directors of the Company, safeguarding of the Confidential information and of interest of Whistle Blowers under Vigil Mechanism, compliance with policies and disclosures of interest and fulfillment of other obligations imposed by the law, contribution and initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and guidance/support to management outside Board, etc.

Lastly, the performance evaluation of the Chairperson of the Company was based on criteria specified for individual directors along with additional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality, managing relationship with the members of the Board and management, relationship and communication within the Board, providing ease of raising of issues and concerns by the Board members, promoting constructive debate and effective decision making at the board, personal attributes i.e. integrity, honesty, knowledge, etc.

In addition to the above, a separate meeting of the Independent Directors (“Annual ID meeting”) was convened on 30.03.2024, in which the Independent Directors of the company reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairperson of the Company.

Outcome of Evaluation

The results of the Evaluation for the financial year under review were shared with the Board, Chairman of respective Committees and individual Directors. It showed high level of commitment and Engagement of the Board and its various Committees. As part of the outcome of

the Performance Evaluation exercise it was also noted that the Board is Independent, operates at a high level of Governance Standards and is committed to creating value for all stakeholders. It was further noted that the Meetings of the Board are well planned and run effectively by the Chair, its Committees are managed well and continue to perform on their respective focus areas of Governance and Internal Controls. The Individual Directors also outperformed throughout the year and showed greater level of dedication. Lastly, it was also noted that results expressed satisfaction with the performance of the Board as a whole, its Committees and Individual Directors including Chairperson, Executive & Non-Executive Director, Independent Director & Non-Independent Directors.

INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’)

Pursuant to section 124, 125 and applicable provisions of the Companies Act, 2013 and Rules made there under, all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF authority post the completion of seven(7) years from the date of transfer of dividend amount in Unpaid Dividend Account. Similarly, the MCA has notified Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which provide that, the shares in respect of which dividend has remained unpaid or unclaimed for seven(7) consecutive years or more shall also be transferred to the demat account(s) of the IEPF Authority.

Pursuant to the aforesaid provisions, the Company had transferred the unpaid/unclaimed dividends and corresponding shares to the IEPF Authority as follows: -

Particulars	Amount of Dividend	No. of equity shares (FV Rs. 1/-)
2015-16 (Final Dividend)	Rs. 4,98,521.00	123275

During the FY 2024-25, the company would be transferring unpaid or unclaimed dividend amount for the FY 2016-17 (Final Dividend) within 30 days from the due date of transferring the amount to IEPF i.e. 03.11.2024. Further, the Company is also required to transfer the shares in respect of which dividends have not claimed for seven (7) consecutive years from the FY 2016-17 (Final Dividend), to the demat account of the IEPF Authority. The Company has also given individual intimations to concerned shareholders indicating that such shares shall be transferred to IEPF Authority and also advertised in the newspapers seeking action from said shareholders. Accordingly, the concerned members are requested to claim the unclaimed dividend for FY 2016-17(Final Dividend) on or before

25.10.2024.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program for the Independent Directors which familiarizes them with their role, responsibilities, the Company, its management, its operations, the nature of the industry in which the Company operates, the industry perspective, its issues, etc.

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations 2015, the Company during the FY 2023-24 had imparted various familiarization programmes for its Directors which included information on business performance, operations, market share, financial parameters, working capital management, fund flows, major litigation, compliances, CSR activities, periodic review of Investments of the Company, Regulatory updates, Business Strategy, Framework for Related Party Transactions, Economic Environment & Global Scenario, ESG Risks, Business Entity Risks etc.

The details as required under Regulations 46 of the SEBI (LODR) Regulations 2015 are available on the website of your Company at https://sswlindia.com/investors/familiarisation-programme-for-independent-directors/. Further, the details in regard with the familiarization programme are also given in the Corporate Governance Report which forms part of this Annual Report.

ANNUAL RETURN

In accordance with Section 92(3) & 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the FY 2023-24 in Form MGT-7 is available on the website of the Company at: https://sswlindia.com/investors/annual-return-and-extract-of-annual-return/ PARTICULARS OF REMUNERATION OF DIRECTORS/KMP’S/EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-V to this report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report, shall be open for inspection at the Registered Office of the Company during working hours of twenty-one(21) days before the ensuing AGM and has been uploaded on the website of the Company at www.sswlindia.com in terms of section 136 (1) of the Act. In case any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Further, neither the Managing Director nor the Executive Director received any remuneration or commission from the subsidiary Company.

CONFIRMATION WITH RESPECT TO THE COMPANY’S FINANCIAL STATEMENTS AND BOARD’S REPORT FOR THE PRECEEDING FINANCIAL YEAR

There was no revision of financial statements and Board''s Report of the Company for the preceding financial year i.e. 2022-23.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (“BRSR”)

In compliance with Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31,2024, describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report.

INSURANCE

All properties and insurable interests of your Company including building and plant & machinery are adequately insured.

INDUSTRIAL RELATIONS WITH THE PERSONNEL OF THE COMPANY

The industrial relations scenario continued to be largely positive across all the manufacturing locations and the Company has continued to maintain cordial and harmonious relations with its employees at all levels. As a result of it, the Company is thriving to achieve growth and greater heights in the times to come.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere gratitude for the continued co-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued customers, members and investing public for their continued support and confidence reposed in the Company and hope to continue to receive the same in future. The Board also acknowledges and appreciates the commitment, dedication and contribution made by the employees at all levels towards growth of the Company in all fields.

1

The income shown under Exceptional Item is on the account of CIRP proceedings & implementation of resolution plan as approved by NCLT, Ahmedabad vide its order dated 12.10.2023 under Insolvency and Bankruptcy Code, 2016 for the acquisition of AMW Autocomponent Limited (AACL) by the company The said income is due to write off and write back of book value of Assets and Liabilities of AACL in excess of the consideration paid by the company as per the approved resolution plan.

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The global economy faced significant headwinds during the financial year (FY) 2023-24. The economy had merely recovered from the effects of the ongoing Russia-Ukraine war, that the conflict of Israel-Palestine caused further damage, resulting in dampening of economic sentiments, disruptions of supply chains worldwide, inflationary trends and slow growths. However, still the global economy had been surprisingly resilient as it registered a growth of 3.20 percent during 2023 {Source: World Economic Outlook (WEO), April 2024 of the International Monetary Fund (IMF)}.

The Indian economy on the other hand recovered and expanded in an orderly fashion in the last three years as a result of the various support initiatives undertaken by the Government of India and the Reserve Bank of India. India''s economy grew by 7.60% in the FY 2023-24. With India becoming the fifth(5th) largest economy in the previous FY, the real GDP in FY 2023-24 was 20% higher than its level in FY 2019-20 (Source: Economic Survey 2023-24 by Government of India), a feat that only a very few major economies achieved, consequently, it has left a strong possibility for robust growth in FY 2024-25 and beyond. Overall, the Indian economy looks forward to FY 2024-25 optimistically, anticipating broad-based and inclusive growth.

---

Mar 31, 2023

The Directors take pleasure in presenting the 37^th (Thirty-Seventh) Annual Report on the business and operations of the Company together with Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS

(Rs. in Millions
s. No	Particulars	standalone		consolidated
		2022-23	2021-22	2022-23	2021-22
A)	Revenue from Operations	40405.45	35599.53	40405.45	35599.53
B)	Other Income	124.02	130.27	124.02	130.27
C)	total Income (A B)	40529.47	35729.80	40529.47	35729.80
D)	Total Expenditures (excl. Finance Cost, depreciation and amortization)	35977.40	31071.71	35977.40	31071.71
E)	Profit before interest, depreciation and amortization	4552.07	4658.09	4552.07	4658.09
F)	Interest & Financial Charges	835.45	854.21	835.45	854.21
G)	Depreciation and amortization	804.41	768.70	804.41	768.70
H)	Profit before tax and Exceptional Item	2912.21	3035.18	2912.21	3035.18
I)	Exceptional Item	0.00	0.00	0.00	0.00
J)	Profit before tax	2912.21	3035.18	2912.21	3035.18
K)	Share of profit/loss from Associates	-	-	(0.06)	-
L)	tax expense Current tax	950.45	893.45	950.45	893.45
	Deferred tax	22.77	84.35	22.77	84.35
	Prior year tax adjustments	0.99	2.74	0.99	2.74
M)	Profit after tax	1938.00	2054.64	1937.94	2054.64
N)	other comprehensive Income (Net of tax)	(26.55)	(25.73)	(26.55)	(25.73)
O)	total comprehensive Income for the period (M N)	1911.45	2028.91	1911.39	2028.91

FINANCIAL PERFORMANCE AND STATE OF AFFAIR OF THE COMPANY

The Financial Year 2022-23, for the world economy as a whole, started with the impact of the Russia-Ukraine war that broke out at the end of the previous financial year. The prices of food, fuel, crude oil and fertilisers rose sharply worldwide. As inflation rates accelerated, the central banks of advanced countries scrambled to respond with monetary policy tightening. However, eventually there was respite for governments and households in the second half of the year.

The Indian economy, on the other hand, appears to have moved on after its encounter with the pandemic, staging a full recovery in Financial Year 2022-23, ahead of many nations and positioning itself to ascend to the pre-pandemic growth path in upcoming financial year. In this financial year, India became the world''s fifth largest economy, measured in current dollars.

Further, the Indian automobile industry is on path of emerging as a success story by bouncing back from the various challenges posed by the Covid-19 pandemic, global energy crisis, lurking speed breakers of rising interest rates, cost increases due to new emission and safety norms, poor demand and supply chain constraints. It is setting out on a journey with hopes for a sustained growth momentum and further embracing clean technology. In December 2022, India also became the 3rd largest automobile market, surpassing Japan and Germany in terms of sales. Despite various challenges, automobile industry achieved record growth in its different segments and indicated a positive trend for the industry.

In line with the Industry, your Company effectively managed to perform well during the financial year under review with improved sales mix and recorded growth in sales value.

The total income on standalone basis as well as on consolidated basis for the financial year under review rose to Rs. 40529.47 million as compared to Rs. 35729.80 million in FY 2021-22, thereby recording a growth of 13.43% while maintaining the volumes of wheel rims at 17.62 million vs 17.89 million in FY 2021-22.

The Earnings Before Interest, Depreciation and Tax (EBIDTA) on standalone and consolidated basis stood at Rs. 4552.07 million in FY 202223 in comparison to Rs. 4658.09 million in FY 2021-22.

The Depreciation and other amortization on standalone and consolidated basis have increased to Rs. 804.41 million in FY 2022-23 from Rs. 768.70 million in FY 2021-22.

On standalone basis, the Profit before tax during the financial year under review has slightly decreased to Rs. 2912.21 million from Rs. 3035.18 million in FY 2021-22 recording a decrease of 4.05%. The profit after tax (before comprehensive income) have also decreased to Rs. 1938.00 million from Rs. 2054.64 million, showing a decrease of 5.68%.

During the year under review, your Company had acquired 26% equity shares in Clean Max Astria Private Limited(CMAPL). Consequently, CMAPL became its Associate Company. Accordingly, after taking into effect of share of profit/loss from associates, during the financial year under review the profit before tax and profit after tax on consolidated basis stood at Rs. 2912.15 million and 1937.94 million, respectively. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (‘the act''), Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015} and IND AS-110 on consolidated financial statements, read with IND AS- 28 on Investments in Associates/Joint Ventures, the audited Consolidated Financial Statements for the Financial year ended March 31, 2023 together with the Auditor''s Report are provided in this Annual Report.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 2054.64 million to the General Reserve out of the amount available for appropriation.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of Directors (Board) of the Company formulated and adopted the Dividend Distribution Policy. The same is available on the Company''s website at http://sswlindia.com/wp-content/themes/sswl/assets/ docs/Dividend-Distribution-Policy.pdf.

DIVIDEND

In line with the Dividend Distribution Policy of the Company, the Board of Directors at its meeting held on 26.05.2023, have recommended a final dividend of Rs. 1.00 per equity share (i.e. 100%) of face value of Re. 1/- each {previous year Rs. 3.75 per equity share (i.e. 75%) of face value of Rs. 5/- each} for the FY 2022-23. The dividend proposed is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company. The total cash outflow on account of proposed dividend, if approved by the shareholders for the current year will amount to Rs. 156.51 million (previous year Rs. 117.38 million), which represent 8.08% of the Profit After Tax earned during the year. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from 01.04.2020 and the Company is required to deduct tax at source from dividend paid to the shareholders at prescribed rates as per the Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from 17.08.2023 to 23.08.2023 (both days inclusive) for the purpose of payment of the dividend and AGM for the financial year ended March 31,2023.

CAPITAL EXPENDITURE

During the year under review, the Company on a standalone basis spent (Excluding Advances and Intangibles) Rs. 138.48 crores against Rs. 168.05 Crores in the previous financial year towards capital expenditure. This mainly comprises of regular capital expenditure at various plant locations & company offices and manufacturing capacity expansion.

SHARE CAPITAL

During the year under review, the Company allotted 83700 equity shares of Rs. 5/- each on 10.06.2022 upon exercise of options by the employees of the Company under “Steel Strips Wheels Limited-Employee Stock Option Scheme, 2016” (“ESOS 2016”) at an exercise price of Rs. 100/- each. Consequent to the allotment of aforesaid shares, the Issued and Paid-up Equity Share Capital of the Company increased from Rs. 15,60,94,700/- (divided into 31218940 equity shares of Rs. 5/- each) to Rs. 15,65,13,200/- (divided into 31302640 equity shares of Rs. 5/- each).

Further, during the year under review, the Board of Directors at their meeting held on 19.07.2022 approved sub-division of equity shares of the Company and the same was approved by the shareholders of the Company at their 36^th AGM held on 30.09.2022 pursuant to which 1 (one) equity share of face value of Rs. 5/- each of the Company was sub-divided into 5 (five) equity shares of face value of Re. 1/- each with effect from 11.11.2022 (record date fixed for sub-division).

The Issued and Paid-up Equity Share Capital of the Company is Rs. 15,65,13,200/- (divided into 156513200 equity shares of Re. 1/- each) as on 31.03.2023 as well as on the date of this report.

Confirmations:

a) During the year under review, the Company has not:

i. issued any debentures or bonds.

ii. issued shares with differential voting rights as to dividend, voting or otherwise

iii. issued any sweat equity shares to its Directors or employees

iv. made any changes in voting rights

v. reduced its share capital or bought back its shares

vi. changed the capital structure resulting from restructuring

vii. failed to implement any corporate action

viii. issued convertible securities

ix. issued warrants

b) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

c) There was no revision of financial statements and Board''s Report of the Company for the preceding financial year under review. NATURE OF BUSINESS

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

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA)

During the year under review, the Capital clause of the Memorandum of Association was altered in order to take effect of the sub-division on the equity share capital of the company. The same was duly approved by the Board of Directors and shareholders at their respective meetings held on 19.07.2022 and 30.09.2022.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, there were two on-going Employee Stock Option Schemes titled as “Steel Strips Wheels Limited - Employee Stock Option Scheme, 2016” (“ESOS 2016”) and “Steel Strips Wheels Limited - Employee Stock Option Scheme, 2021” (“ESOS 2021”).

Pursuant to the sub-division of equity shares of the Company and with effect from 11.11.2022 (record date fixed for sub-division), appropriate adjustments were made to the number of all outstanding stock options (vested but not exercised and unvested stock options), the number of stock options available for future grant(s) and the exercise price thereof, in such a manner that each such stock option shall increase by five times and the respective exercise price for each such stock option shall be one fifth of the exercise price fixed at the time of grant of such options or as specified in the scheme.

During the year under review, the Employee Compensation Committee (ECC) of the Company, in its meeting held on 17.11.2022, granted 500000 Stock Options to eligible employees of the Company under “Steel Strips Wheels Limited- Employee Stock Option Scheme, 2021” (“ESOS 2021”). Each stock option is exercisable into equivalent number of equity shares of FV Re. 1/- each at an exercise price of Rs. 20/-each. Options granted will vest on 17.11.2023 and exercise period would commence from date of vesting and will expire on completion of 5 years from the date of grant.

During the year under review, no options were granted under ESOS 2016.

Further, there were no material changes in the ongoing employee stock option schemes of the Company i.e. “ESOS 2016” and “ESOS 2021” and the said schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 {SEBI (SBEB & SE Regulations, 2021} including any amendment (s) thereof. The necessary disclosure as stipulated under Regulation 14 read with Part F of Schedule I of the SEBI (SBEB & SE) Regulations, 2021 with regard to “ESOS 2016” and “ESOS 2021” have been uploaded on the website of the Company under the web-link: https://sswlindia.com/investors/sswl-disclosure-regarding-esos/

The Company has received a Certificate from the Secretarial Auditors of the Company that the aforesaid schemes i.e. “ESOS 2016” and “ESOS 2021” have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 and in accordance with the resolution(s) passed by the members in their AGM (s) held on 30.09.2016 and 30.09.2021, respectively. The certificate would be placed at the ensuing AGM for inspection by members.

BIDDING UNDER INSOLVENcY AND BANKRUPTcY cODE, 2016

Your Company bid for acquisition of AMW Autocomponent Limited (AACL), a company engaged in manufacturing of Steel Wheel Rims catering to Passenger Vehicles/ Truck and Tractor Segment, which was undergoing Corporate Insolvency Resolution Process (CIRP). The Company under consideration owns a state of art wheel rims plant with capability to address domestic as well export requirements and completely supplements the existing steel wheel business of your Company. This acquisition will not only provide your Company with a ready operating capacity but will also save on time and efforts required to put up a green field project.

On September 21,2021, your Company was declared as the successful resolution applicant by the Committee of Creditors of AACL under the CIRP process of the Insolvency and Bankruptcy Code, 2016 and received a letter of Intent from the Resolution Professional of AACL. The Company has unconditionally accepted the terms of the letter of intent and the closing of the transaction shall be subject to obtaining necessary regulatory approvals, including from the National Company Law Tribunal.

MOU WITH REDLER TEcHNOLOGIES LIMITED, AN ISRAEL BASED cOMPANY

During the year under review, the Company signed a Memorandum of Understanding(MOU) with Redler Technologies Limited (Redler), an Israel Based global engineering company, in order to establish a Joint Venture in India focusing on the development, manufacturing, and

marketing of innovative, state-of-the-art motion control solutions for Two, Three & four wheeled electric vehicle in India. Redler is a global engineering company, engaged in designing and production of the patented, state-of-the-art, servo motion control systems, intelligent circuit breakers, and power distribution systems.

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of good corporate governance and believes that statutory compliances and transparency are necessary to enhance the shareholder value. A separate section on Corporate Governance and a certificate from the Company''s Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 is included and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable Health & Safety standards, Environment Laws and Labour Laws and has been taking all necessary measures to protect the environment and provide workers a safe working environment. The Company is committed for continual improvement in Health & Safety as well as Environmental protection by involving all the employees.

Significant emphasis was also laid towards raising awareness on health and wellness of employees through annual medical check-ups and awareness sessions and webinar on ‘Health & Well-Being''.

Employees have been encouraged to practice safety in all their activities in and out of Company premises. Continuous safety training is conducted at all levels and special emphasis is given to implementation of safety work standards.

HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. The Company''s people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the Company. The Company provides a holistic environment where employees get opportunities to realize their potential. The Company''s performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization. The Company has a structured appraisal system based on key result areas (KRAs) for employees belonging to Manager and above category.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. The policy is gender neutral and all employees (permanent, contractual, temporary trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, the Company has not received any complaint on sexual harassment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of optimum number of Executive and Non- Executive Directors including Independent Directors & Woman Independent Director who have wide and varied experience in the field of business, finance, education, industry, commerce and administration. All the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under the Companies Act, 2013 (Act) and SEBI LODR Regulations, 2015.

During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company other than remuneration, sitting fees and dividend declared by the Company on the shares held by them.

Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and Rules framed thereunder (including any amendment thereof), Sh. Rajinder Kumar Garg (DIN:00034827), Chairman, Non-Executive Director and Sh. Manohar Lal Jain (DIN:00034591), Executive Director of the Company shall retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment for your approval. Brief profile and details of Sh. Rajinder Kumar Garg (DIN:00034827), Chairman, Non-Executive Director and Sh. Manohar Lal Jain (DIN:00034591), Executive Director, proposed to be re-appointed as required under the SEBI(LODR) Regulations, 2015, are contained in the Notice convening the ensuing 37^th Annual General Meeting (AGM) of the Company.

> Continuation of Directorship

Pursuant to Regulation 17 (1A) of the SEBI (LODR) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Keeping in view of the above and on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 12.07.2023 proposed to seek consent of the members by way of special resolution at the ensuing 37th Annual General Meeting (AGM) of the Company for continuation of office of directorship of Sh. Rajinder Kumar Garg (aged almost 80 years) (DIN: 00034827), Chairman and Non-Executive Director of the Company till the date he retires by rotation in terms of Section 152 of the Companies Act, 2013. The explanatory statement annexed to the notice for the re-appointment and continuation of directorship of Sh. Rajinder Kumar Garg, also indicates the justification as required under the Regulation 17(1A) of SEBI (LODR) Regulations, 2015. Re-appointment of Whole Time Directors

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 26.05.2023, approved the re-appointment of the Whole Time Directors, subject to the approval of members by way of special resolution in the ensuing AGM of the Company, in the following manner: -

• Sh. Dheeraj Garg (DIN:00034926) as Managing Director of the Company for a period of 5 (five) years effective from 01.06.2023 till 31.05.2028.

• Sh. Manohar Lal Jain (DIN:00034591) as Executive Director of the Company for a period of 5 (five) years effective from 01.07.2023 till 30.06.2028.

• Sh. Andra Veetil Unnikrishnan (DIN:02498195) as Deputy Managing Director (Executive Director) of the Company for a period of 5 (five) years effective from 01.01.2024 till 31.12.2028.

> Continuation of Directorship

Pursuant to Section 196 (3) read with Schedule V to the Act, no company shall continue the appointment of any person as Managing Director, Whole-Time Director or Manager who has attained the age of seventy years unless a special resolution is passed by the members.

As mentioned above, the Board of Directors of the Company, in its meeting held on 26.05.2023, have accorded its approval for the reappointment of Sh. Andra Veetil Unnikrishnan and Sh. Manohar Lal Jain as Executive Directors of the Company, subject to the approval of shareholders of the Company.

Sh. Andra Veetil Unnikrishnan will attain the age of seventy years on 05.06.2025 i.e. during his proposed tenure of Directorship of five(5) years effective from 01.01.2024, as Deputy Managing Director (Executive Director) of the Company. Thus, pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors in the same meeting have also approved the continuation of directorship of Sh. Andra Veetil Unnikrishnan after attaining the age of such seventy years till the expiry of his proposed term i.e. upto 31.12.2028, subject to the approval of shareholders by way of special resolution.

Similarly, Sh. Manohar Lal Jain, will also attain the age of seventy years on 07.06.2025 i.e. during his proposed tenure of Directorship of five(5) years effective from 01.07.2023, as Executive Director of the Company. Thus, the Board of Directors in the same meeting have also approved the continuation of directorship of Sh. Manohar Lal Jain after attaining the age of such seventy years till the expiry of his proposed term i.e. upto 30.06.2028, subject to the approval of shareholders by way of special resolution.

The explanatory statement annexed to the notice for the re-appointment and continuation of directorship of both Sh. Andra Veetil Unnikrishnan and Sh. Manohar lal Jain, also indicates the justification as required under the Act.

Re-appointment & Continuation of Independent Director

Sh. Virander Kumar Arya (aged 72 years) (DIN: 00751005), Independent Non-Executive Director was first appointed on the Board of the Company by the shareholders of the Company in their AGM held on 30.09.2019 for the period effective from 27.05.2019 till 30.09.2023. Accordingly, his first term of appointment is liable to expire on 30.09.2023.

Accordingly, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors in their meeting held on 26.05.2023, have approved the re-appointment of Sh. Virander Kumar Arya as Non-Executive Independent Director of the Company for a second term of 3 (Three) consecutive years effective from 01.10.2023 to 30.09.2026, subject to the approval of shareholders of the Company at the ensuing AGM by way of special resolution.

Pursuant to Regulation 17 (1A) of the SEBI (LODR) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Sh. Virander Kumar Arya shall attain the age of such seventy-five years during the proposed tenure of his second term. Thus, on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, in their meeting held on 26.05.2023, have also approved the continuation of office of directorship of Sh. Virander Kumar Arya, Non-Executive Independent Director of the Company, after attaining the age of such seventy-five years till the expiry of his second term i.e. upto 30.09.2026, subject to the approval of shareholders by way of special resolution.

The explanatory statement annexed to the notice for the re-appointment and continuation of directorship of Sh. Virander Kumar Arya, also indicates the justification as required under the Regulation 17(1A) of SEBI (LODR) Regulations, 2015.

Key Managerial Personnel

During the financial year under review, there were no changes to the Key Managerial Personnel of the Company.

Accordingly, pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company as on March 31,2023 are Sh. Dheeraj Garg, Managing Director, Sh. Andra Veetil Unnikrishnan, Deputy Managing Director, Sh. Manohar Lal Jain, Executive Director, Sh. Naveen Sorot, Chief Financial Officer (CFO) and Sh. Shaman Jindal, Company Secretary of the Company.

Further, Sh. Dheeraj Garg (DIN:00034926), Managing Director and Sh. Andra Veetil Unnikrishnan (DIN:02498195), Deputy Managing Director and Sh. Manohar Lal Jain (DIN:00034591), Executive Director have been re-appointed by the Board in their meeting held on 26.05.2023 upon recommendation of NRC Committee subject to the approval of the Shareholders at the ensuing AGM of the Company, as per the information given above in paragraph ‘Details Of Directors And Key Managerial Personnel''.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES During THE YEAR> Associate Company : Clean Max Astria Private Limited (CMAPL)

During the financial year under review, the Company entered into definitive agreements for acquisition of 26% in the equity shares of Clean Max Astria Private Limited (CMAPL), a Special Purpose Vehicle engaged in the business of production, generation, supply and distribution of wind, solar and/or hybrid power, having its registered office at 13A Floor-13, Plot- 400, The Peregrine Apt, Swatantrya Veer Savarkar Marg, Prabhadevi, Mumbai. This is in line with the Company''s commitment to enhance the share of renewable power source in its operation and to comply with regulatory requirement for being a captive user under Indian electricity laws.

Post the acquisition of said 26% equity shares, the Clean Max Astria Private Limited, has become its associate company during the financial year 2022-23.

Further, in accordance with the provisions of the Companies Act, 2013 and applicable accounting standards the standalone and consolidated financials together with the reports of Statutory Auditors are provided in this Annual Report. Additionally, pursuant to Section 129 and Section 136 of the Companies Act, 2013 and rules made thereunder a statement containing salient features on the performance and financial position of the said associate Company is provided in Form AOC-1.

The Company does not have any subsidiary nor Joint Venture Company as on March 31,2023.

However, the Company signed a Memorandum of Understanding(MOU) with Redler Technologies Limited (Redler), an Israel Based global engineering company, in order to establish a Joint Venture in India focusing on the development, manufacturing, and marketing of innovative, state-of-the-art motion control solutions for Two, Three & four wheeled electric vehicle in India. Redler is a global engineering company, engaged in designing and production of the patented, state-of-the-art, servo motion control systems, intelligent circuit breakers, and power distribution systems.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof) during the financial year 2022-23 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

CREDIT RATING

The details pertaining to credit ratings obtained by the Company during the financial year are provided in the Corporate Governance Report, which forms part of this Annual Report and the same have been placed at the website of the Company i.e. https://sswlindia.com/investors/ credit-rating/.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information(s). The Internal Financial Controls with reference to the Financial Statements were adequate and operating effectively.

Further, the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness of financial and operational reports. The Internal auditor of the Company make continuous assessment of the adequacy and effectiveness of the internal controls and systems across the Company. The Audit Committee and the Management review the findings and the recommendations of the internal auditors and take corrective actions, if required.

To enhance effective internal control system, the Company has laid down following measures:

• The Company''s Books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrity and reliable reporting.

• Adherence to accounting policies.

• The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

• Compliance of secretarial functions is ensured by way of secretarial audit.

• Internal Audit is being done for providing assistance in improvising financial control framework.

• The Company has adequate risk management policy.

• Code of Conduct and other policies.

• Physical verification of inventory/stock (stock audit).

AUDIT COMMITTEE AND OTHER COMMITTES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees of the Board constituted by the Board of Directors of the Company as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are provided in the Corporate Governance Report which forms part of this Annual Report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the requirements under Section 177(9) & (10) of the Companies Act, 2013 and in accordance with Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a policy named “Vigil Mechanism and Whistle Blower Policy”. The further details pertaining to Vigil Mechanism and Whistle Blower Policy of the Company are available in the Corporate Governance Report, which forms part of this Report. This Policy is also available on the Company''s website at http://sswlindia.com/wp-content/themes/sswl/assets/docs/ whistleblower.pdf.

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, six (6) Board Meetings were convened and held, details of which are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company has complied with Secretarial Standards on the meeting of Board of Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 and based on the representations, information and explanations received from the management, and after due enquiry, the Directors of the Company hereby confirm that:

• in the preparation of the annual accounts for the financial year 2022-23, the applicable accounting standards have been followed and there are no material departures;

• they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable

and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 2022-23;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate

and operating effectively; and

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

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted their declaration in accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015 that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015 and that they are independent of the management.

The Board is of the opinion that during the financial year 2022-23, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and Board is satisfied that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (“IICA”). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

Sh. Virander Kumar Arya, Smt. Deva Bharathi Reddy and Sh. Siddharth Bansal have passed the said online proficiency self-assessment test and rest of the Independent Directors are exempt from the requirement to undertake the said test.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to applicable provisions and listing regulations. The said policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 is available on the website of the Company under the link http://sswlindia.com/wp-content/themes/sswl/assets/docs/nomination.pdf. The salient features of the policy are set out in the Corporate Governance Report which forms the part of this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

During the financial year under review, the Statutory Auditor, Secretarial Auditor, Cost Auditor and Internal Auditor of the Company have not reported any offence involving fraud which is being or has been committed against the Company by its officers or employees to the Audit Committee or to the Board of Directors or to the Central Government under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

STATUTORY AUDITORS AND THEIR REPORT

M/s AKR & Associates, Chartered Accountants (ICAI Firm Registration Number 021179N), Statutory Auditors of the Company, were reappointed by the members of the Company at their 36^th Annual General Meeting (AGM) held on September 30, 2022 for second term of 5 (five) consecutive years i.e. from the conclusion of 36^th AGM of the company till the conclusion of 41^st AGM of the Company to be held in Financial year 2027.

The requirement relating to ratification of Auditors appointment by the members of the Company at every AGM has been dispensed with by the Companies Amendment Act, 2017 vide Notification No. S.O.1833 (E)dated 07.05.2018. Pursuant to the said amendment, during the five-year term of appointment/re-appointment of Statutory Auditors, ratification of the appointment /re-appointment by the members in the AGM is not required. Accordingly, business item of ratification of appointment of Statutory Auditors is not included in the Notice of the ensuing 37th AGM of the Company.

Statutory Auditors'' Report is self-explanatory and does not contains any qualification, reservations or adverse remarks or disclaimers in their report for the financial year ended 31.03.2023, and therefore, needs no comments and forms part of this Annual Report. The Board of Directors places on record its sincere appreciation for the valuable services rendered by M/s AKR & Associates, Statutory Auditors of the Company. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sh. Sushil Kumar Sikka, a practicing Company Secretary (Membership No. 4241 and CP No. 3582), proprietor of M/s S. K. Sikka & Associates, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2022-23 is annexed herewith the Board''s Report as Annexure I. There were no qualifications, reservations or adverse remarks in the Secretarial Audit Report of the Company for the Financial Year ended March 31,2023 and therefore needs no comment by the Board of Directors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 pursuant to Regulation 24 A of the SEBI (LODR) Regulations, 2015, read with the SEBI Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, SEBI Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019, NSE Circular No. NSE/CML/2023/30 and BSE Notice No. 20230410-41 both dated 10th April, 2023. The Annual Secretarial Compliance Report for the financial year 2022-23 has been submitted to the Stock Exchanges within 60 days of the end of the financial year and is also annexed herewith the Board''s Report as Annexure II.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORDS AND AUDIT THEREOF

In terms of Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, the Company is required to maintain cost records only for its HRM division (i.e. Hot Rolling Mills) and have the audit of its cost records conducted by a Cost Accountant. Accordingly, cost records have been prepared and maintained by the Company as required under Section 148(1) of the Act for the said division. The Board of Directors of the Company, on the recommendation of the Audit Committee, had appointed M/s Aggarwal Vimal & Associates, Cost Accountants (Firm Registration No: 000350) as cost auditors of the Company for conducting the audit of the cost records relating to HRM Division of the Company for the financial year ending March 31,2023.

The Cost Auditor has forwarded the Cost Audit Report for the financial year 2022-23 to the Board of Directors of the Company on 12.07.2023 and the said Cost Audit Report shall be filed with Ministry of Corporate Affairs (MCA) within the stipulated time limit as prescribed under the Companies Act, 2013 and relevant rules framed thereunder.

The Board of Directors on the recommendation of the Audit Committee, have appointed M/s Aggarwal Vimal & Associates, Cost Accountants (Firm Registration No: 000350) as cost auditors of the Company for conducting the audit of the cost records relating to HRM Division of the Company for the financial year ending March 31, 2024. The remuneration has been approved by the Board of directors based on recommendation of the Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors is subject to approval of Members of the Company at the ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3) (g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There have been no loans and guarantees made by the Company under Section 186 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof) and Schedule V of the SEBI Listing Regulations during the financial year 2022-23. However, during the year under review, the Company has invested in 26% equity shares of Clean Max Astria Private Limited (CMAPL). The detail of which is given in the Notes to the Financial Statements forming part of Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR 2022-23

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR 2022-23

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions during the financial year under review. Therefore, it is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. The related party transactions undertaken by the Company during the year under review were in compliance with the provisions set out in the Companies Act, 2013 read with the rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. Since all the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the applicable provisions of the Act and SEBI (LODR) Regulations, 2015. The Audit Committee, during the financial year 2022-23, has approved related party transactions along with granting omnibus approval in line with the policy of the Company on materiality of Related Party Transactions and dealing with related party transactions and the applicable provisions of the Act read with the Rules issued thereunder and the SEBI (LODR) Regulations, 2015 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force). The transactions entered into pursuant to such approval were placed periodically before the Audit Committee.

The policy on materiality of related party transactions and dealing with related party transactions as approved and adopted by the Board is uploaded on the website of the Company under the link http://sswlindia.com/wp-content/themes/sswl/assets/docs/relatedpartytransaction. pdf.

Disclosure as required under (IND AS 24) has been made in Note No. 41 of the both Standalone Financial Statements and Consolidated Financial Statements.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except remuneration, sitting fees and dividend on the shares held by them.

MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR 2022-23 AND THE DATE OF THIS REPORT

No material changes and commitment, affecting the financial position of the Company has occurred between the end of the financial year 2022-23 to which the financial statements of the Company relate and the date of this report.

THE CONsERVATION OF ENERGY, TECHNOLOGY ABsORPTION, FOREIGN EXCHANGE EARNINGs AND OUTGO

A statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, forms part of this report and is annexed herewith as Annexure III.

risk management

Pursuant to Regulation 21 of SEBI (LODR) Regulations, 2015, your Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. The details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Report.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter alia, includes identification, mitigation and control of risks, including cyber security and related risks which in the opinion of the Board may threaten the existence of the Company. The mitigation plans have been covered in the Management Discussion and Analysis, which forms part of this Report.

CORPORATE sOCIAL REsPONsIBILITY

In compliance with Section 135 and in consonance with Schedule VII of the Companies Act, 2013, and Rules framed thereunder (including any amendment(s) thereof), the Company has constituted a Corporate Social Responsibility Committee (CSR) Committee.

Pursuant to Regulation 34(2)(f) of the SEBI(LODR)Regulations, 2015, the top 1000 listed entities based on market capitalization are mandatorily required to describe the initiatives taken by the Company from an environmental, social and governance perspective in its Business Responsibility and Sustainability Report with effect from Financial Year 2022-23. Considering the above requirement to include the role of monitoring the sustainability initiatives undertaken by the Company in line with the Regulation 34(2)(f) of the SEBI(LODR)Regulations, 2015, the Board of Directors at their meeting held on 20.10.2022 have amended the terms of reference of the CSR Committee and also changed its nomenclature to Corporate Social Responsibility & Sustainability (CSRS) Committee. Further, in order to include the above enhanced role of the CSR Committee in its policy, the Board upon recommendation of CSR Committee have approved amendments in CSR Policy. The same is uploaded on the website of the Company under the link https://sswlindia.com/ wp-content/themes/sswl/assets/docs/csr-policy.pdf. The amended term of reference of the CSRS Committee are given in the Corporate Governance Report which forms part of this report.

The Annual Report on CSR activities in terms of Section 135 of the Act and the Rules framed thereunder, including a brief outline of the Company''s CSR Policy, is annexed to this Report as Annexure IV.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and Guidance note on Board evaluation issued by SEBI, the Nomination and Remuneration Committee of the Board of Directors of the Company has carried out a formal annual evaluation of the Board as a whole, its committees and all the individual directors. Further, the Board of Directors have also carried out the evaluation of the Board as a whole, its committees, Chairman of the Board and all the Individual and Independent Directors on the Board.

The performance evaluation of the Board and its committees was made after seeking inputs from all the directors of the Company on the basis of effectiveness of board processes, information and functioning, degree of fulfillment of key responsibilities towards stakeholders, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board/Committees structure, composition and role clarity, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes, adherence to law, Board/Committee culture and dynamics, quality of relationship between Board members and the Management, efficacy of communication with external stakeholders, etc.

The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of individual directors (including independent directors) based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions and integrity including adherence to Code of Conduct and Code of Independent Directors of the Company, safeguarding of the Confidential information and of interest of Whistle Blowers under Vigil Mechanism, compliance with policies and disclosures of interest and fulfillment

of other obligations imposed by the law, contribution and initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and guidance/support to management outside board, etc.

A separate meeting of the Independent Directors (“Annual ID meeting”) was convened on 18.03.2023, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board''s Chairman covering performance of the Board as a whole; performance of the Non-Independent Directors and performance of the Board''s Chairman.

INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’)

Pursuant to section 124, 125 and applicable provisions of the Companies Act, 2013 and Rules made there under, all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF after the completion of seven years from the date of transfer of dividend amount in Unpaid Dividend Account. Similarly, the MCA has notified Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which provide that, the shares in respect of which dividend has not been claimed or unpaid by the shareholders for seven consecutive years or more shall also be transferred to the demat account(s) as prescribed by the IEPF Authority.

Pursuant to the aforesaid provisions, the Company had transferred the unpaid/unclaimed dividends and corresponding shares to the IEPF as follows:-

Particulars	Amount of Dividend (in Rs.)	No. of shares (FV Re. 1/-)
2014-15 (Final Dividend)	6,61,114.00	99050
2015-16 (Interim Dividend)	4,98,285.00	35500

During the financial year 2023-24, the company would be transferring unpaid or unclaimed dividend amount for the financial year 2015-16 (Final) within 30 days from the due date of transferring the amount to IEPF i.e. 05.11.2023. Further, the Company is also required to transfer the shares in respect of which dividends have not claimed for seven (7) consecutive years from the Financial Year 2015-16 (Final), to the demat account of the IEPF Authority. The Company has also given individual intimations to concerned shareholders indicating that such shares shall be transferred to IEPF Authority and also advertised in the newspapers seeking action from said shareholders. Accordingly, the concerned members are requested to claim the unclaimed dividend for FY 2015-16(Final) on or before 25.10.2023.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the Independent Directors which familiarizes them with their role , responsibilities, the Company, its management, its operations, the nature of the industry in which the Company operates, the industry perspective, its issues etc. Details in regard with the familiarization programme are given in the Corporate Governance Report which forms part of this Report.

ANNUAL RETURN

In accordance with Section 92(3) & 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year 2022-23 in Form MGT-7 is available on the website of the Company at:https://sswlindia.com/investors/annual-return-and-extract-of-annual-return/ PARTICULARS OF REMUNERATION OF DIRCTORS/KMP’S/EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V to this report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid statement. In terms of Section 136(1) of the Act, the said statement is open for inspection at the Registered Office of the Company on working days and has been uploaded on the website of the Company at www.sswlindia.com. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

business responsibility AND sustainability REPORT (“BRsR”)

In compliance with Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2023, describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report.

INsURANCE

All properties and insurable interests of your Company including building and plant & machinery are adequately insured. industrial relations WITH THE personnel OF THE cOMPANY

The industrial relations scenario continued to be largely positive across all the manufacturing locations and the Company has continued to maintain cordial and harmonious relations with its employees at all levels. As a result of it, the Company is thriving to achieve growth and greater heights in the times to come.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the continued co-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued customers, members and investing public for their continued support and confidence reposed in the Company and hope to continue to receive the same in future. It also acknowledges and appreciates the commitment, dedication and contribution made by the employees at all levels towards growth of the Company in all fields.

---

Mar 31, 2018

BOARD''S

To

The Members,

The Directors are pleased to present the 32nd Annual Report together with audited financial statements of the Company for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS (Rs. in Millions)

S No	Particulars	2017-18	2016-17
A)	Revenue from Operations*	15571.58	14802.38
B)	Other Income	134.45	184.30
C)	Total Income (A B)	15706.03	14986.68
D)	Total Expenditures (excl Finance Cost, depreciation and amortization)	13569.24	13154.03
E)	Profit before interest, depreciation and amortization	2136.79	1832.65
F)	Interest & Financial Charges	639.41	505.64
G)	Depreciation and amortization	525.74	479.02
H)	Profit before tax and Exceptional Item	971.64	847.99
I)	Exceptional Item	0.88	(11.32)
J)	Profit before tax	970.76	859.31
K)	Tax expense
	Current tax	43.31	199.31
	Deferred tax	176.54	103.17
L)	Profit after tax	750.91	556.83
M)	Other Comprehensive Income (Net of Tax)	6.59	(3.47)
N)	Total Comprehensive Income for the period (L M)	757.50	553.36

*According to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, revenue for the year ended 31st March, 2017 was reported inclusive of excise duty. Goods and Service Tax ("GST") has been implemented w.e.f 1st July, 2017 which replaces Excise duty and other input taxes. As per Ind AS 18, the revenue for the year ended 31st March, 2018 is reported net of gSt.

FINANCIAL PERFORMANCE

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. The financial statements for the year ended 31st March, 2017 have been restated in accordance with Ind AS for comparative information.

The total income for the year under review increased by 4.80% to Rs. 15706.03 million as compared to Rs. 14986.68 million in FY 2016-17. As stated above, revenue for the year ended 31st March, 2017 is inclusive of excise duty whereas due to implementation of GST (which replaces excise duty and other input taxes) w.e.f. 1st July, 2017, the revenue for the year ended 31st March, 2018 is net of GST.

If the revenue amount is shown net of excise duty, total income for the year under review would be Rs.15316.36 million as compared to Rs. 13483.90 million in FY 2016-17, showing a growth of 13.59% as per the following details:

Rs. In Millions

Particulars	2017-18	2016-17
Revenue from Operations	15571.58	14802.38
Less Excise duty	(389.67)	(1502.78)
Net Revenue from Operations	15181.91	13299.60
Other Income	134.45	184.30
Total Income	15316.36	13483.90

In terms of Number of wheels, the Company has achieved sale of 14.49 million wheel rims during FY 2017-18 against sale of 14.20 million wheel rims during the previous year, showing an increase of 2.04%. Your Company expects to see higher growth in the coming years.

The Earnings Before Interest, Depreciation and Tax (EBIDTA) increased to Rs.2136.79 million in FY 2017-18 from Rs.1832.65 million in FY 2016-17, registering a growth of 16.60 %.

The Depreciation and other amortization have increased to Rs. 525.74 million in FY 2017-18 from Rs. 479.02 million in FY 2016-17.

Profit before tax during the year under review has increased to Rs. 970.76 million from Rs. 859.31 million in FY 2016-17 recording a growth of 12.97%.The profit after tax have also increased to Rs. 750.91 million from Rs. 556.83 million, showing a growth of 34.85%.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 556.83 million to the General Reserve out of the amount available for appropriation. DIVIDEND

The Board, in its meeting held on 26th May, 2018, has recommended a final dividend of Rs. 4.00 (40%) per equity share of Rs. 10/- each (previous year Rs. 3.00 per equity share) for the financial year ended 31st March, 2018. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The total cash outflow on account of dividend, if approved by the shareholders for the Current year will amount to Rs. 75.13 million (including Dividend Distribution Tax of Rs.12.81 million) as against Rs. 56.17 million (including Dividend Distribution Tax of Rs 9.50 million) in the previous year, which represents 10.01% of the Profit After Tax earned during the year.

SHARE CAPITAL

During the year under review, the Company has allotted 22750 equity shares of Rs. 10/- each on 13th May, 2017 upon exercise of options by the employees of the Company under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2014" ("ESOS 2014") at an exercise price of Rs. 100/- each.

Beside above, the Company has also allotted 24000 Equity Shares of Rs. 10/- each on 28th July, 2018 upon exercise of options by the employees of the Company under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2016" ("ESOS 2016") at an exercise price of Rs. 200/- each.

Consequent to the allotment of above stated shares, the issued and paid up Equity Share Capital of the Company increased from Rs. 155335200/- (divided into 15533520 Equity Shares of Rs. 10/- each) to Rs.155802700/- (divided into 15580270 equity shares of Rs. 10/each) as on the date of this report.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

ALLOTMENT OF WARRANTS

Pursuant to the approval of members of the Company, in the Extra Ordinary General Meeting held on 12th May 2018, the Board of Directors of the Company, in their meeting held on 26th May, 2018, had allotted 7,50,000 Convertible Warrants ("Warrants") on preferential basis to Smt. Sunena Garg, at a price of Rs. 1162/- per warrant, with a right to warrant holder to apply for and get allotted one equity share of face value of Rs. 10/- each at a premium of Rs. 1152/- for each warrant, within a period of 18 months from the date of allotment of warrants.

Smt. Sunena Garg belongs to promoter category and is relative of Sh. R. K. Garg (Chairman and Non-Executive Director & Promoter of the Company) and Sh. Dheeraj Garg (Managing Director & Promoter of the Company).

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Employee Compensation Committee (ECC) of the Company, in its meeting held on 16th May, 2017 has granted 26500 Stock Options to eligible employees of the Company under Steel Strips Wheels Limited - Employee Stock Option Scheme, 2016 (ESOS 2016). Each stock option is exercisable into equivalent number of equity shares of Rs. 10/- each.

During the year under review, there were no material changes in the existing Employee Stock Option Schemes {i.e Steel Strips Wheels Limited Employee Stock Option Scheme, 2014 (ESOS 2014) and Steel Strips Wheels Limited- Employee Stock Option Scheme (ESOS 2016)} of the Company and the Schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The applicable details/disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 and SeBi Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 with regard to "ESOS 2014" and "ESOS 2016" have been uploaded on the website of the Company under the web-link: http://www.sswlindia.com/pages/disclosureregardingesos.htm

The Company has received a certificate from the Auditors of the Company that the Schemes i.e. "ESOS 2014" and "ESOS 2016"have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution passed by the members in their EGM held on 27th February, 2015 and AGM held on 30th September, 2016 respectively. The certificate would be placed at the Annual General Meeting for inspection by members.

NATURE OF BUSINESS

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

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliances and transparency are necessary to enhance the shareholder value. A separate section on Corporate Governance and a Certificate from the Company''s Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are included and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate Section forming part of this Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable Health & Safety standards, Environment Laws and Labour Laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. The Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees.

Employees have been encouraged to practice safety in all their activities in and out of Company premises. Continuous safety training is conducted at all levels and special emphasis is given to implementation of safety work standards.

HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. The Company''s people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the Company. The Company provides a holistic environment where employees get opportunities to realize their potential. Company''s performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,

2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, the Company has not received any complaint on sexual harassment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of optimum number of Executive and Non- Executive Directors including Independent Directors who have wide and varied experience in the field of business, finance, education, industry, commerce and administration. Independent Directors provide their Declarations confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and Rules framed thereunder (including any amendment thereof) Sh. R. K. Garg, Non-Executive Director (Chairman) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re- appointment for your approval.

During the year, there has been no change in the composition of Board of Directors of the Company. However, Sh. Sukhbir Singh Grewal, NonExecutive Independent Director of the Company ceased to be Director w.e.f. 21st July, 2018 due to his death. The Board of Directors place on record their deep appreciation for his invaluable guidance and assistance received during the tenure as a Director and Member / Chairman of various Committee of the Board of Directors of the Company.

Sh. Andra Veetil Unnikrishnan was re-appointed as Deputy Managing Director of the Company by the shareholders of the Company in their 27th Annual General Meeting held on 30th September, 2013 for a period of 5 years w.e.f 1st January, 2014. The term of his office is due to expire on 31st December, 2018. On the basis of recommendation of the Nomination and Remuneration Committee and his performance evaluation, the Board of Directors of the Company, in their meeting held 14th August, 2018, subject to the approval of members in this forthcoming Annual General Meeting, approved the re-appointment of Sh. Andra Veetil Unnikrishnan as Deputy Managing Director for another period of five years (commencing from 1st January, 2019) post completion of his present term .The term of his office shall be liable to determination by retirement of directors by rotation.

SEBI vide its notification dated 9th May, 2018 has notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,2018, which shall come into force with effect from 1st April, 2019 (Save as otherwise specifically provided for in the said Regulations). Pursuant to the provisions of Regulation 17(1A) of said Regulations, with effect from 1st April, 2019, No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.”

Keeping in view of the above and on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 14^th August, 2018, proposed to seek consent of the members by way of special resolution for continuation of office of directorship of:-

- Sh. R. K. Garg (who will attain the age of age 75 years on 18^th August, 2018), Non-Executive Director (Chairman) of the Company w.e.f. 1st April, 2019 till the date he retires by rotation in terms of Section 152 of the Companies Act, 2013, and

- Sh. Madan Mohan Chopra (age 85 years), Non-Executive Independent Director of the Company, for the remaining period of his current tenure of appointment i.e up to 30^th September, 2019 and

- Sh. Sudhanshu Shekhar Jha (age 75 years), Non-Executive Independent Director of the Company, for the remaining period of his current tenure of appointment i.e up to 30^th September, 2019.

The Board recommends the continuation of the office of directorship of the above stated Directors of the Company for your approval.

The Notice of the ensuing 32nd Annual General Meeting includes the proposal for re-appointment/ continuation of appointment of Directors and justification thereof, their brief resume, the nature of expertise, names of Companies in which they hold Directorships, Committee Memberships/ Chairmanships, their shareholding in the Company etc.,

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Sh. Dheeraj Garg, Managing Director, Sh. Andra Veetil Unnikrishnan, Deputy Managing Director, Sh. Manohar Lal Jain, Executive Director, Sh. Naveen Sorot, Chief Financial Officer and Sh. Shaman Jindal, Company Secretary. There has been no change in the key managerial personnel during the year under review.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company is not having any Subsidiary Company, Joint Venture Company or Associate Company.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof)during the financial year 2017-18 and as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

CREDIT RATING

During the year under review, the Company has obtained credit rating from India Rating and Research Private limited (a Fitch Group Company).The agency has assigned IND A-/ Stable/IND A2 grade credit rating to the Company. The rating reflects the Company''s dominant market position in India, long track record of successful operations, strong corporate governance practices, financial flexibility and conservative financial policies.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information(s).

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

To enhance effective internal control system, the Company has laid down following measures:

- The Company''s Books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrity and reliable reporting.

- Adherence to accounting policies.

- The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

- Compliance of secretarial functions is ensured by way of secretarial audit.

- Internal Audit is being done for providing assistance in improvising financial control framework.

- The Company has adequate risk management policy.

- Code of Conduct and other policies.

- Physical verification of inventory/stock(stock audit)

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and rules made thereunder. Therefore the Company has not maintained cost records.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees of the Board are included in the Corporate Governance Report, which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the requirements under Section 177(9) & (10) of the Companies Act, 2013 and in accordance with Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a vigil mechanism named "Whistle Blower Policy" for Directors and Employees to report their genuine concerns and to provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases. The detail of Whistle Blower Policy is explained in the Corporate Governance Report and is also posted on the website of the Company. (Website link: http://www.sswlindia.com/pages/whistleblower.htm)

During the year, no person was denied access to the Audit Committee.

NUMBER OF MEETINGS OF THE BOARD

During the year, five (5) Board Meetings were convened and held, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e interval between two meetings did not exceed 120 days. The Company has complied with Secretarial Standards on the meeting of Board of Directors and General Meetings.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 and based on the representations, information and explanations received from the management, the Directors of the Company hereby confirm that:

- in the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and there are no material departures;

- they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial

year 2017-18;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis;

- they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted their declaration that they meet the criteria of Independence as provided in Sub Section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, is available on the website of the Company under the link http://www.sswlindia.com/pages/nomination_remuneration.htm. The salient feature of the policy is set out in the Corporate Governance Report which forms the part of this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

The Statutory Auditors and/or Secretarial Auditors of the Company have not reported any offence involving fraud which is being or has been committed against the Company by officers or employees to the Audit Committee or to the Board of Directors or to the Central Government under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

STATUTORY AUDITORS AND THEIR REPORT

M/s AKR & Associates was appointed as Statutory Auditor of the Company by the Shareholders in their Annual General Meeting held on 28th September, 2017 till the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2022 (subject to the ratification of their appointment at every AGM, if so required under the Act).

The requirement relating to ratification of Auditors by the members of the Company at every AGM has been dispensed with by the Companies Amendment Act, 2017 vide Notification No. S.O.1833 (E) dated 7th May, 2018. Pursuant to the said amendment, during the five-year term of appointment/re-appointment of Statutory Auditors, ratification of the appointment /re-appointment by the members in the Annual General Meeting is not required. Accordingly, business item of ratification of re-appointment of Statutory Auditors is not included in the Notice of the ensuing 32nd Annual General Meeting of the Company.

Auditors'' Report is self-explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers in their report for the financial year ended 31st March, 2018, and therefore, needs no comments and forms part of this Annual Report. The board of directors places on record its sincere appreciation for the valuable services rendered by M/s AKR & Associates.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sushil K. Sikka, a practicing Company Secretary (Membership No. 4241 and CP No. 3582), proprietor of S.K.Sikka & Associates, to undertake the Secretarial Audit of the Company and the Secretarial Audit Report in Form No. MR-3 is being attached with the Board''s Report as an Annexure, which is self-explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers, hence needs no comments.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There have been no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2017-18.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. Accordingly, disclosure in form AOC-2 is not required.

The related party transactions undertaken by the Company during the year under review were in compliance with the provisions set out in the Companies Act, 2013 read with the rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee, during the Financial year 2017-18, has approved Related Party transaction along with granting omnibus approval in line with the policy of the Company on materiality of Related Party Transactions and dealing with related party transactions and the applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force).

The transactions entered into pursuant to such approval are placed periodically before the Audit Committee.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board is uploaded on the Company''s Website under the link: http://www.sswlindia.com/pages/relatedpartytransaction.htm.

Disclosure as required under (IND AS) 24 has been made in Note 41 of the Notes to the financial statements.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR 2017-18 AND THE DATE OF THIS REPORT

No material changes and commitment, affecting the financial position of the Company, has occurred between the end of the Financial year

2017-18 of the Company and the date of this report except the following:

- Allotment of 24000 equity shares of Rs. 10/- each on 28th July, 2018 upon exercise of options by the employees of the Company to whom options were granted under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2016" ("ESOS 2016") at an exercise price of Rs. 200/- each.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014,forms part of this report and is annexed herewith as Annexure A

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Report.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy including identification of element of business risk and its mitigation plans has been covered in the Management Discussion and Analysis, which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance to Section 135 and in consonance with Schedule VII of the Companies Act, 2013 and Rules framed thereunder (including any amendment thereof), the Company has constituted a Corporate Social Responsibility Committee and also framed a Corporate Social Responsibility Policy and the same is posted on the website of the Company at http://www.sswlindia.com/pages/csr-policy.htm.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure B to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

BOARD EVALUATION

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note on Board evaluation issued by SEBI, the Board carried out a formal annual evaluation of its own performance and that of its committees and individual directors.

The performance of the Board and its Committees were evaluated by the Board after seeking inputs from all the Directors of the Company on the basis of effectiveness of Board processes, information and functioning, degree of fulfilment of key responsibilities, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board Structure and composition, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes, adherence to law, Board culture and dynamics, Quality of relationship between Board and Management, efficacy of communication with external stakeholders, etc.,

The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of individual directors based on criteria such as qualifications, experience, knowledge and competency, fulfilment of functions and integrity including adherence to Code of Conduct and code of Independent directors of the Company, safeguarding of the Confidential information and of interest of Whistle blowers under vigil Mechanism, compliance with policies and disclosures of interest and fulfilment of other obligations imposed by the Law, Contribution and Initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and Guidance/support to Management outside board, etc.,

A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual Independent Directors meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board''s Chairman covering performance of the Board as a whole; performance of the Non-Independent Directors and performance of the Board''s Chairman.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the Independent Directors as detailed in the Corporate Governance Report which forms part of this Report.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 is enclosed as Annexure C in the prescribed form MGT-9 and forms part of this Report.

Extract of annual return in MGT-9 and annual return in MGT-7 are also available on the website of the Company at http://www.sswlindia.com/pages/annual-return.htm.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP''S/EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure D to this report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company and has been uploaded on the website of the Company at www.sswlindia.com.Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

INSURANCE

All properties and insurable interests of your Company including building and plant & machinery are adequately insured.

INDUSTRIAL RELATIONS WITH THE PERSONNEL OF THE COMPANY

The Company has continued to maintain cordial and harmonious relations with its employees at all levels. As a result of it, the Company is thriving to achieve growth and greater heights in the times to come.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the continued co-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued customers, members and investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the Company in all fields.

For and on behalf of the Board

Date: 14.08.2018 Rajinder Kumar Garg

Place:Chandigarh Chairman

(DIN: 00034827)

---

Mar 31, 2017

To

The Members,

The Directors are pleased to present the 31st Annual Report together with audited financial statements of the Company for the financial year ended 31st March, 2017.

FINANCIAL HIGHLIGHTS

(Rs.in Millions)

S No	Particulars	2016-17	2015-16
A)	Gross Sales	14819.42	13197.98
B)	Other Income	193.96	188.37
C)	Gross Income (A B)	15013.38	13386.35
D)	Total Expenditures (excl Finance Cost, depreciation and amortization)	13177.51	11745.06
E)	Earnings before Interest and Depreciation (C-D)	1835.87	1641.29
F)	Interest & Financial Charges	417.08	430.35
G)	Earnings before Depreciation and amortization (E-F)	1418.79	1210.94
H)	Depreciation and other w/ off	479.02	420.61
I)	Earnings after Depreciation (G-H)	939.77	790.33
J)	Add/(Less): Prior Period Adjustment (net)	11.33	0.17
K)	Profit Before Tax (I-J)	951.10	790.50
L)	Income tax (net of MAT credit entitlement)	129.58	36.21
M)	Deferred Tax Liability/(Assets)	111.17	142.48
N)	Profit after tax for the year (K-L-M)	710.35	611.81

FINANCIAL PERFORMANCE

The Gross Income for the year under review increased by 12.15% to Rs. 15013.38 million as compared to Rs. 13386.35 million in FY 2015-16. In terms of Number of wheels, the Company has achieved sale of 14.20 million wheels rims during FY 2016-17 against sale of 13.17 million wheels rims during the previous year, showing an increase of 7.82 %. Your Company expects to see higher growth in the coming years.

The Earnings Before Interest, Depreciation and Tax (EBIDTA) increased to Rs.1835.87 million in FY 2016-17 from Rs. 1641.29 million in 2015-16, registering a growth of 11.86 %.

The Depreciation and other amortization have increased to Rs. 479.02 million in FY 2016-17 from Rs. 420.61million in FY 2015-16.

Profit before tax during the year under review has increased to Rs. 951.10 million from Rs. 790.50 million in FY 2015-16 recording a growth of 20.32%.The profit after tax have also increased to Rs. 710.35 million from Rs.611.81 million, showing a growth of 16.11%.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 611.81 million to the General Reserve out of the amount available for appropriation. DIVIDEND

The Board, in its meeting held on May 29, 2017, has recommended a final dividend of Rs. 3.00 (30%) per equity share of Rs. 10/- each (previous year Rs. 3.00 per equity share including interim dividend of Rs.1.50 per equity share) for the financial year ended March 31, 2017. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The total cash outflow on account of dividend, if approved by the shareholders for the Current year will amount to Rs.56.17 million (including Dividend Distribution Tax of Rs 9.50 million) as against Rs. 55.59 million (including Dividend Distribution Tax of Rs 9.40 million) in the previous year, which represents 7.91% of the Profit After Tax earned during the year.

SHARE CAPITAL

During the year under review, the company has made the following allotments of equity shares:

- 209525 equity shares of Rs. 10/- each on 10^th June, 2016, at a price of Rs. 640/- per equity share i.e. at a premium of Rs. 630/- per equity share on preferential allotment basis through private placement to Kalink Co. Ltd., a non promoter foreign body corporate.

- 53375 equity shares of Rs. 10/- each on 2^nd July, 2016 and 11450 equity shares of Rs. 10/- each on 26^th August, 2016 to the employees of the company, upon exercise of options by them under “Steel Strips Wheels Limited - Employee Stock Option Scheme, 2014” (“ESOS 2014”) at an exercise price of Rs. 100/- each.

Besides above, your company has also allotted 22750 equity shares of Rs. 10/- each on 13^th May, 2017 upon exercise of options by the employees of the Company under “Steel Strips Wheels Limited-Employee Stock Option Scheme, 2014” (“ESOS 2014”) at an exercise price of Rs. 100/- each.

Consequent to the allotment of above stated shares, the issued and paid up Equity Share Capital of the Company increased from Rs. 152591700 (divided into 15259170 Equity Shares of Rs. 10/- each) to Rs. 155562700 (divided into 15556270 equity shares of Rs. 10/each) as on the date of this report.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, there were no material changes in the existing Employee Stock Option Schemes {i.e Steel Strips Wheels Limited-Employee Stock Option Scheme, 2014 (ESOS 2014) and Steel Strips Wheels Limited- Employee Stock Option Scheme (ESOS 2016)} of the Company and the Schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The applicable details/disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 with regard to “ESOS 2014” and “ESOS 2016” have been uploaded on the website of the Company under the web-link: http://www.sswlindia.com/pages/disclosureregardingesos.htm.

The Company has received a certificate from the Auditors of the Company that the Schemes i.e. “ESOS 2014” and “ESOS 2016”have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution passed by the members in their EGM held on 27/02/2015 and AgM held on 30/09/2016 respectively. The certificate would be placed at the Annual General Meeting for inspection by members.

NATURE OF BUSINESS

During the year, there has been no change in the nature of business of your Company.

CORPORATE GOVERNANCE

The company is firmly committed to the principles of good Corporate Governance and believes that statutory compliances and transparency are necessary to enhance the shareholder value. A separate section on Corporate Governance forming part of the Board’s Report and a Certificate from the Company’s Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your Company has complied with all the applicable Health & Safety standards, Environment Laws and Labour Laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. The Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees.

Employees have been encouraged to practice safety in all their activities in and out of company premises. Continuous safety training is conducted at all levels and special emphasis is given to implementation of safety work standards.

HUMAN RESOURCES DEVELOPMENT

Your Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. Your Company’s people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the company. Your Company provides a holistic environment where employees get opportunities to realize their potential. Company’s performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary trainees) are covered under this policy.

During the financial year 2016-17, the Company has not received any complaint on sexual harassment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of optimum number of Executive and Non- Executive Directors including Independent Directors who have wide and varied experience in the field of business, finance, education, industry, commerce and administration. Independent Directors provide their Declarations confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations.

Pursuant to provisions of Section 152 of the Companies Act, 2013, Sh. Manohar Lal Jain, Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his reappointment for your approval.

Pursuant to the Members’ approval at the 29th Annual General Meeting held on September 30, 2015, Ms. Jaspreet Takhar was appointed as Non Executive- Independent Director of the Company with effect from 30.03.2015 to 30.09.2017. Special Resolution seeking members¹approval for re-appointing her as Independent Director for the second term of 3 years from expiry of her current term i.e. from 01.10.2017 to 30.09.2020,forms part of the Notice of the ensuing Annual General Meeting. Your Company has received notice in writing along with requisite amount pursuant to Section 160 of Companies Act, 2013, proposing her appointment for the second term and based on the recommendation of Nomination and Remuneration Committee and her performance evaluation, your Board recommends her appointment for the second term of 3 years upon expiry of her current term w.e.f. 01.10.2017 to 30.09.2020.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Sh. Dheeraj Garg, Managing Director, Sh. Andra Veetil Unnikrishnan, Deputy Managing Director, Sh. Manohar Lal Jain, Executive Director, Sh. Naveen Sorot, Chief Financial Officer and Sh. Shaman Jindal, Company Secretary. There has been no change in the key managerial personnel during the year under review.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company is not having any Subsidiary Company, Joint Venture Company or Associate Company.

DEPOSITS FROM PUBLIC

The company has not accepted any deposits from public during the financial year 2016-17 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information(s).

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

To enhance effective internal control system, the Company has laid down following measures:

- The Company’s Books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrity and reliable reporting.

- The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

- Compliance of secretarial functions is ensured by way of secretarial audit.

- Internal Audit is being done for providing assistance in improvising financial control framework.

- The Company has adequate risk management policy.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees of the Board are included in the Corporate Governance Report, which forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the requirements under Section 177(9) & (10) of the Companies Act, 2013 and in accordance with Regulation 22 of SEBI (LODR) Regulations, 2015, the company has adopted a vigil mechanism named “Whistle Blower Policy” for Directors and Employees to report their genuine concerns and to provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases. The details of Whistle Blower Policy is explained in the Corporate Governance Report and is also posted on the website of the company. (Website link: http://www.sswlindia.com/pages/whistleblower.htm)

During the year, no person was denied access to the Audit Committee.

NUMBER OF MEETINGS OF THE BOARD

During the year, nine (9) Board Meetings were convened and held, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e interval between two meetings did not exceed 120 days.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013, (hereinafter referred as “Act”) and based on the representations, information and explanations received from the management, your directors hereby confirm that:

- in the preparation of the annual accounts for the financial year 2016-17, the applicable accounting standards have been followed and there are no material departures;

- they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis;

- they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted their declaration that they meet the criteria of Independence as provided in Sub Section (6) of Section 149 of the Companies Act, 2013. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, are covered under Corporate Governance Report which forms part of this Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

The Statutory Auditors and/or Secretarial Auditors of the Company have not reported any offence involving fraud which is being or has been committed against the company by officers or employees to the Audit Committee or to the Board of Directors or to the Central Government under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

STATUTORY AUDITORS AND THEIR REPORT

M/s. S. C. Dewan & Co, Chartered Accountants, [Firm’s Registration No. 000934N] the Statutory Auditors of your Company, hold office up to the conclusion of the forthcoming Annual General Meeting (AGM) of the Company. M/s. S. C. Dewan & Co have been auditor of the Company for more than 10 years and will complete permissible maximum number of 3 consecutive years after the commencement of the Companies Act 2013, as statutory auditors at the forthcoming AGM. As such, pursuant to the provisions of Section 139(2) of the Companies Act 2013 read with Rule 6 of Companies (Audit and Auditors) Rules 2014, the Audit Committee recommended the appointment of M/s AKR & Associates, Chartered Accountants (Firm Registration No. 021179N) as Statutory Auditor of the Company in place of the incumbent auditor whose term will expire at the conclusion of this AGM. M/s AKR & Associates have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act and relevant Rules prescribed there under and have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Board recommends the appointment of M/s AKR & Associates, Chartered Accountants as Statutory Auditor for a term of five years from the conclusion of the forthcoming Annual General Meeting until the conclusion of the Annual General Meeting for the financial year 2021-22 subject to ratification by members at every Annual General Meeting if so required under the act and to fix their remuneration.

Auditors’ Report is self explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers in their report for the financial year ended March 31, 2017,and therefore, needs no comments. The board of directors places on record its sincere appreciation for the valuable services rendered by M/s S. C. Dewan & Co.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sushil K. Sikka, a practicing Company Secretary (Membership No. 4241 and CP No. 3582), proprietor of S. K. Sikka & Associates, to undertake the Secretarial Audit of the Company and the Secretarial Audit Report is being attached with the Directors Report as an Annexure, which is self explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers ,hence needs no comments.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There have been no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2016-17.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, disclosure in form AOC-2 is not required.

All Related Party Transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the applicable provisions of Companies Act and Listing Regulations. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board is uploaded on the Company’s Website. http://www.sswlindia.com/pages/relatedpartytransaction.htm.

Disclosure as required underAS 18 has been made in Note 27 of the Notes to the financial statements.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR 2016-17 AND THE DATE OF THIS REPORT

No material changes and commitment, affecting the financial position of the company, has occurred between the end of the Financial year 2016-17 of the company and the date of this report except the following:-

Your company has allotted 22750 equity shares of Rs. 10/- each on 13th May, 2017 upon exercise of options by the employees of the Company to whom options were granted under “Steel Strips Wheels Limited-Employee Stock Option Scheme, 2014” (“ESOS 2014”) at an exercise price of Rs. 100/- each.

As on 31.03.2017, the issued and paid up Equity Share Capital of the Company was Rs. 155335200 (divided into 15533520 Equity Shares of Rs. 10/- each) and consequent to the allotment of above stated shares, the issued and paid up Equity Share Capital of the Company increased to Rs. 155562700 (divided into 15556270 Equity Shares of Rs. 10/- each) as on the date of this report.

On 16th May, 2017, your Company has granted 26500 options convertible into equal number of equity shares of Rs. 10/- each at an exercise price of Rs. 200/- each to the eligible employees, as per the terms and conditions of the Company’s Employee Stock Option Scheme titled as “Steel Strips Wheels Limited-Employee Stock Option Scheme, 2016”.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014,forms part of this report and is annexed herewith as Annexure A

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of SEBI (LODR) Regulations, 2015, your Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Report.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy including identification of element of business risk and its mitigation plans has been covered in the Management Discussion and Analysis, which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance to Section 135 and in consonance with Schedule VII of the Companies Act, 2013, the company has constituted a Corporate Social Responsibility Committee and also framed a Corporate Social Responsibility Policy and the same is posted on the website of the company at http://www.sswlindia.com/pages/csr-policv.htm.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure B to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

BOARD EVALUATION

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014, the Listing Regulations and recent Guidance note on Board evaluation issued by SEBI, the Board carried out a formal annual evaluation of its own performance, and that of its committees and individual directors.

The performance of the Board and its committees were evaluated by the Board after seeking inputs from all the directors of the company on the basis of effectiveness of Board processes, information and functioning, degree of fulfillment of key responsibilities, govenance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board Structure and composition, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meeting, Recording of Minutes, adherence to law, Board culture and dynamics, Quality of relationship between Board and Management, efficacy of communication with external stakeholders, etc.,

The Board and the Nomination and Remuneration Committee (NRC) of the company evaluated the performance of individual directors based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions and integrity including adherence to Code of Conduct and code of Independent directors of the company, safeguarding of the Confidential information and of interest of Whistle blowers under vigil Mechanism, compliance with policies and disclosures of interest and fulfillment of other obligations imposed by the Law, Contribution and Initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and Guidance/support to Management outside board, etc.,

A separate meeting of the Independent Directors (“Annual ID meeting”) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual Independent Directors meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board’s Chairman covering performance of the Board as a whole; performance of the non-Independent Directors and performance of the Board’s Chairman.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of this Report.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 is enclosed as Annexure C in the prescribed form MGT-9 and forms part of this Report.

PARTICULARS OF REMUNERATION OF DIRCTORS/KMP’S/EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure D to this report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

INSURANCE

All properties and insurable interests of your company including building and plant & machinery are adequately insured.

INDUSTRIAL RELATIONS WITH THE PERSONNEL OF THE COMPANY

The company has continued to maintain cordial and harmonious relations with its employees at all levels. As a result of it, the company is thriving to achieve growth and greater heights in the times to come.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued co-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued customers, members and investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the Company in all fields.

For and on behalf of the Board

Date: 11.08.2017 Rajender Kumar Garg

Place: Chandigarh Chairman

(DIN: 00034827)

---

Mar 31, 2015

The Directors are pleased to present the 29th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2015.

FINANCIAL HIGHLIGHTS (Rs. in Millions)

S. No. PARTICULARS 2014-15 2013-14

A) Gross Sales 12,788.49 11,716.25

B) Other Income 206.02 192.02

C) Gross Income (A B) 12,994.51 11,908.27

D) Total Expenditures (excl Interest, depreciation and amortization) 11,712.56 10,721.67

E) Earnings before Interest and Depreciation (C-D) 1,281.95 1,186.60

F) Interest & Financial Charges 413.52 407.91

G) Earnings before Depreciation and amortization (E-F) 868.43 778.69

H) Depreciation and other w/off 381.51 525.76

I) Earnings after Depreciation (G-H) 486.92 252.93

J) Less: Prior Period Adjustment (net) (0.20) (1.31)

K) Profit Before Tax (I-J) 486.72 251.62

L) Income tax (net of MAT credit entitlement) 66.71 11.08

M) Deferred Tax Liability/ (Assets) 25.97 (2.76)

N) Profit after tax for the year (K-L-M) 394.04 243.30

O) Add: Profit Brought forward from Previous year 565.71 599.40

P) Amount available for Appropriations (N O) 959.75 842.70

Q) Appropriations: Proposed Dividend 30.52 22.81

R) Dividend Distri- bution Tax 5.18 3.70

S) Amount Transfer to General Reserve 243.30 250.48 T) Balance carried to Balance Sheet (P-Q-R-S) 680.75 565.71

Financial Performance

The Gross Income for the year under review increased by 9.12% to Rs. 12994.51 million sac compared to Rs. 11908.27 millions in FY 2013-14. In terms of Number of wheels, the Company has achieved sale of 12.47 millions wheels rims against sale of 11.03 million wheel rims during the previous year, showing the increase in sales of 13.06 %to previous year sales. Your Company managed to grew despite the turmoil in the automotive segment and your Company has now positioned itself to achieve bigger landmarks in FY2015-16. Your Company expects to see similar growth in current year as well.

The Earnings before interest and depreciation (EBIDTA) increased to Rs. 1281.95 millions in FY 2014-15 from Rs. 1186.60 millions in 2013-14, registering a growth of 8.04%.

The Depreciation and other amortization has decreased to Rs. 381.51 millions in FY2014-15 from Rs. 525.76 millions in FY2013-14. This is primarily due to new requirements of Companies Act 2013, wherein Company has technically reassessed the useful life of its Assets and depreciated these assets over the balance useful life of each asset.

Profit before tax during the year under review has increased to Rs. 486.72 million from Rs. 251.62 million in FY 2013-14 recorded a growth of 93.43% The profit after tax has also been increased to Rs. 394.04 million from 243.30 millions, showing growth of 61.96%.

Transferor serves

Your Company proposes to transfer an amount of Rs. 243.30 million to the General Reserve.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.00 (i.e 20%) per equity share of Rs. 10/- each (last year 1.50 per equity share) for the year ended 31st March, 2015. The total cash outflow on account of the proposed dividend for the Current year will amount to Rs. 35.70 millions (including dividend Distribution Tax of Rs. 5.18 millions) as against Rs. 26.51 millions (including dividend distribution tax of Rs. 3.70 millions) in the previous year, which represents 9.06% of the Profit after Tax earned during the year.

The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

During the year, the unclaimed dividend for the financial year 2006-07 was transferred to the Investor Education & Protection fund.

SHARECAPITAL

During the year under review, your Company has allotted51000 equity shares of Rs. 10/- each, upon exercise of options by the option holder under "Steel Strips Wheels Limited, Deputy Managing Director, Employee Stock Option Scheme, 2013, consequently the issued and paid-up Equity Share Capital of the Company increased from Rs. 152.08 millions (divided into 15208170 Equity Shares of Rs. 10/- each) to Rs. 152.59 millions (divided into 15259170 equity shares ofRs.10/- each).

EMPLOYEE STOCK OPTIONSCHEME

During the year under review, the company had introduced Employee Stock Option Scheme framed in Accordance with Securities and Exchange Board of India(Share Based Employee Benefits) Regulations, 2014, titled "Steel Strips Wheels Limited-Employee Stock OptionScheme,2014" (hereinafter referred to as "ESOS 2014'), which was approved by the Board of Directors of the company and Subsequently by Shareholders of the company in their Extra Ordinary General Meeting held on 27.02.2015.

In terms of the said scheme, the company had granted 1,50,000 Stock Options, exercisable into equivalent no. of equity shares of Rs. 10/- each to the employees of the company having designation of Manager and above. For the purpose of the said scheme, the "Manager" means Assistant Manager, Deputy Manager and Manager.

The company had also introduced and implemented Employee Stock Option Scheme in previous financial year, duly approved by the shareholders Of the company in their Annual General Meeting dated 30th September,2013, Ti tiled as "Steel Strips Wheels Limited Deputy Managing Director, Employee Stock Options Scheme, 2013 (hereinafter referred to as "DMD ESOS 2013") under which Sh. Andra Veetil UnniKrishnan, Deputy Managing Director had been granted 51000 options exercisable into equivalent no. of equity shares of Rs. 10/- each, which he had fully exercised during the year under review and company has allotted 51000 equity shares of Rs.10/- each on 19.01.2015.

The necessary details regarding "DMD ESOS 2013" and "ESOS 2014" has been uploaded on the website of the company under the web-link: http://www.sswlindia.com/ pages/ disclosure regardingesos.htm

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated16thJune,2015and SEBI(Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 with regard to the Employees' Stock Option Schemes are provided in Annexure A to this Report .No employee has been issued share options during The year, equal to or exceeding 1% of the issued capital of the Company at The time of grant. Both the schemes are being implemented directly by The company not through the Trust.

There is no change in Both the Aforementioned Employee Stock option Schemes (i.e "DMD ESOS 2013" and" ESOS 2014) and schemes are incompliance With the SEBI(Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 and Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 respectively.

The Company has received a certificate from the Auditors of the Company that the Schemes i.e "DMD ESOS 2013" and "ESOS 2014" have been implemented in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 respectively and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for in section by members.

MANUFACTURINGCAPACITY

Total installed capacity of the company comprising of Jamshedpur, dapper And Chennai Plant at present is 16million wheel rims. During the year, the Board of Director so your company has approved to setup Specially designed Hot rolling mill (HRM) at Seraikela, State of Jharkhand, for Rolling of profile bar under the backward integration policy of the company. Profile bar is the raw material for side ring/lock ring ,requiring for the Truck Wheel Rim. Presently the company is sourcing the profile bars from outside source.

With the commissioning of this mill, the company expects substantial saving in its Raw material purchase cost . Production is expected to start by end of third quarter of2016.

The company expects to consume 75% of its production In-House and the Remaining shall be sold to others Wheel manufacturers in the first 2years.The total cost for setting up this hot rolling mill is approx.55.00 crore.The said cost will be funded through internal accruals and partly by Foreign Currency Term Loan.

CORPORATE GOVERNANCE

The company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliances and transparency are necessary to enhance the shareholder value.

Separate section on Corporate Governance forming part of the Board Report and a Certificate from the Company's auditors, confirming the compliance with the Listing Agreement, are in clouded in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis report for the year under review, as stipulated under Clause 49 of the Listing agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

HEALTH,SAFETY AND ENVIRONMENT PROTECTION

Our Company has complied with all the applicable health & Safety standards, environment laws and labor laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide Safety & healthy work environment to all its employees.

HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. Your Company's people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the company. Your Company provides a holistic environment where employees get opportunities to realize their potential. Company's performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization.

DISCLOSURE AS PERS EXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013 and the Rules framed there under.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary trainees)are covered under this policy.

During the financial year 2014-15, the Company has not received any complaint On sexual harassment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and non- executive director including In dependent directors who have wide and varied experience In the field of business, finance, education, industry, commerce and administration.

Based on the recommendation of Nomination and Remuneration Committee, Ms. Jaspreet Takhar has been appointed as an additional Director of the company w.e.f 30.03.2015, in the category of Independent Director to broad base the Board of Directors and to comply with the requirement of Clause No. 49ofthe Listing agreement andCompaniesAct,2013. She Will hold the office up to the date of forthcoming Annual General Meeting Of the company and is eligible for appointment as Director. The Company has received a notice in writing from member signifying her candidature for the office of the Director of the Company.

Your Directors propose to appoint her as an Independent Director w.e.f30.03.2015 to30.09.2017.Herperiod of office shall not be liable to determination by retirement of directors by rotation.

She has submitted a declaration to the Board that she met the criteria of independence has provided under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing agreement. In the opinion of the Board, she has fulfilled the conditions specified under the CompaniesAct,2013 and Rules framed there under and under The list in agreement for her appointment as an Independent Director and that she's in dependent of the Management.

Sh.Dheeraj Garg, was re-appointed as Managing Director of the Company by the Shareholder sin their Extra ordinary General Meeting heldon 24.03.2010 for the periodoffiveyearsw.e.f1stJune2010 to31st May,2015.The Board of Directors in their Meeting held on 24th April,2015has,subject to the approval of shareholder, re-appointed Sh.Dheeraj Gargas Managing Director for a period of five years w.e.f1st June,2015 to31st May,2020.The term of his office shall be liable to determination by retirement of directors by rotation.

Further the Board of directors of your company has also, Subject to the approval of shareholders, appointed Sh.Manohar Lal Jain as an Executive Director of the company for the period of five years w.e.f. Its July, 2015 to 30th June, 2020.The terms of his office shall be liable to determination by retirement of directors by rotation. Before his appointment as Executive Director, Sh.Manohar Lal Jain was acting as Non-Executive Director of the company.

Tata Steel Limited has nominated Mr. Chanakya Chaudhary as its nominee Director on the Board of the company w.e.f 05.11.2014 in place of Sh. Rajeev Singhal. His period office shall not be liable to Determination on by retirement of directors by rotation.

During the year under review, Sh. Ajit Singh Chatha and Sh.Vijay Narayan Baedeker resigned as Director of the company.

Your Directors place on record their sincere appreciation for the valuable guidance and support provided by Sh.Rajeev Singhal,Sh.Ajit SinghChatha and Sh.Vijay Narayan Baedeker during their tenures Director, for the success of the company.

Sh.Rajender Kumar Garg,Chairman of the Company will retire by Rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board re commends his re-appointment for your approval.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014,the appointments of Sh.Dheeraj Garg, Managing Director, Sh.Andra Veetil Unni krishnan, Deputy Managing Director's. Naveen So rot, Chief Financial Officer and Sh. Shaman Jindal, Company Secretary as key Managerial personnel of the company were formalized.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURINGTHEYEAR

The company is not having any subsidiary company, Joint Venture company or Associate Company.

DEPOSITS FROM PUBLIC

The company has not accepted any deposits from public and, as such, no amount on account of principal or interested posit from public was outstanding as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUSANDCOMPANY'SOPERATIONINFUTURE

There are no significant and material orders passed by the regulators or Courts or tribunals impacting the going concern status and Company's operations in future.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial in formation's.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees Of the Board are included in the Corporate Governance Report, which forms part Of this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has vigil mechanism named "Whistle Blower Policy" for Directors and employees to report their genuine concerns. The details of Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the company. (Website link: http://www.sswlindia.com/pages/whistleblower.htm

NUMBER OF MEETINGS OF THE BOARD

During the year, four Board Meetings were convened and held, details of which are given in the Corporate Governance Report that forms part of this Report. The Intervening gap between the Meetings was within the period prescribed Under the Companies Act,2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013, (hereinafter referred as "Act") and based on the representations, information and explanation received from the management, your directors here by confirm that:

- in the preparation of the annual Accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

- they have selected such accounting policies and applied them Consistently and made judgments and estimates that are reasonable and Prudent so as to give a true and fair view of the state of affairs of The Company at the end of the financial year and of the profit of the Company for the financial year;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing And detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis;

- they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company, have submitted their declaration that they meet the criteria of Independence as provided in Sub Section (6) of Section 149 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. Further, there has been no change in the circumstances which may affect their status as an Independent Director during the year.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section178(3) of theCompaniesAct,2013, are covered under Corporate Governance Report which forms part of this Report.

AUDITOR'S AND THEIR REPORT

Auditors' Report is self-explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers , and therefore, needs no comments.

M/s S.C.Dewan & Co. was appointed as Statutory Auditor of the Company by the Shareholders in their Annual General Meeting held on30.09.2014 till the conclusion of the 31st Annual General Meeting of the Company to beheld in the year 2017 (subject to the ratification of their appointment at every AGM).

Your Directors request the members to ratify the appointment of M/s S.C. Dew an & Co, as Statutory Auditors of the Company, from the conclusion of this Annual General Meeting till the conclusion of Next General Meeting to be held on 2016.

The Company has received a certificate from the Auditors to the effect that ratification of their re-appointment, if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Company has appointed Mr.Sushil K.Sikka, a practicing Company Secretary (Membership No.4241 and CP No. 3582), appropriate or of S.K.Sikka &Associates, to undertake the Secretarial Audit of the Company and the Secretarial Audit Report is being attached with the Directors Report as an Annexure , which is self explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers ,hence needs no comments.

PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS

There have been no loans ,guarantees and investments under section186of The Companies Act, 2013 during the financial year 2014-15.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts /arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / Transaction with related parties which could Be considered material in accordance with the policy of the Company On materiality of related party transactions.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board is uploaded on the Company's Website.(website Link:http://www.sswlindia.com/pages/relatedpartytransaction.htm.)

Disclosure as required under AS-18 have been made in Note-27of the notes to the financial statements.

None of the Directors has any pecuniary relationships or Transactions vis-à-vis the Company.

MATERIAL CHANGESAND COMMITMENT,EFFECTING THEFINANCIALPOSITIONOF THE COMPANY WHICHHAVE OCCURREDBETWEEN THEENDOFFINANCIALYEAR 2014-15AND THEDATEOFTHIS REPORT

No Material changes and Commitment, effecting the financial position Of the company, has occurred between the endothermic Financial year 2014-15 Of the company and the date of this Report.

THE CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGEEARNINGS AND OUT GO

A Statement giving details of conservation of energy/ technology absorption and foreign exchange earnings and out go inters of Section134(3) (m)of the CompaniesAct,2013 readwithRule8(3)of the Companies(Accounts) Rules, 2014,formspartof this report and is annexed here with as Annexure-B.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing agreement, the company has constituted Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Details of the Committee and it steams of reference reset Up in the Corporate Governance Report forming part of the this report.

Major risk identified by the businesses And functions are systematically addressed through mitigating actions On a continuing basis.

The development and implementation of risk management policy including identification of element of business risk and its mitigation plans has been covered in the management discussion and analysis ,which form sprat of this report.

CORPORATESOCIAL RESPONSIBILITY INITIATIVES

In compliance to Section 135 of the Companies Act, 2013, the company has constituted a Corporate Social Responsibility Committee and also framed a Corporate Social Responsibility Policy and the same is posted on the website of the company at http://www.sswlindia.com/pages/csr-policy.htm The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities During the year are set out in Annexure Coatis report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,2014.

BOARDEVALUATION

The performance evaluation of the Board, its Committees And individual directors was conducted and the same was based on questionnaire And feedback From all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee(NRC). Ms.Jaspreet Takhar, additional director, being appointed on30th March,2015,was excluded from the process of evaluation.

A separate meeting of the independent directors("Annual ID meeting") Was convened, which reviewed the performance of the Board(as whole),the non- independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual independent directors meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows

Performance evaluation of Directors:

- Attendance at Board or committee meetings

- Contribution at Board or Committee Meetings

- Guidance/support to management outside Board/Committee meetings Performance evaluation of Board and Committees:

- Degree of fulfillment of key responsibilities

- Board Structure and composition

- Establishment and delineation of responsibilities to committees

- Effectiveness of Board processes, information and functioning

- Board culture and dynamics

- Quality of relationship between board and Management

- Efficacy of communication with external stake holders.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program Of the independent directors as Detailed in the Corporate Governance Report which forms part of this report.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, An extract of the Annual Return as provided under Sub-Section (3) of Section 92 of the CompaniesAct,2013 is enclosed as Annexure-Din the prescribed form MGT-9andformspart of this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section197 (12) of the CompaniesAct,2013, read withRule5(1) Of the Companies(Appointment and Remuneration Of Managerial Personnel)Rules,2014,is appended as Annexure to the this Report

A statement containing the names of every employee Employed throughout the financial year 2014-15 and in receipt of remuneration of Rs. 60lakhor more, or employed for part of the year and in receipt of Rs. 5.00 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014,is appended as Annexure F to this report.

INTERNAL CONTROLSYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness's of financial and operational reports.

INSURANCE

All properties and insurable interests of your company including Building and plant & machinery are adequately insured.

PERSONNEL

The company continued to have cordial relations with its employees.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for The continued-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and suppliers. The Board also wishes to place on record its gratitude to the valued Customers, members and investing public for their continued support and confidence posed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the Company in all fields.

For and on behalf of Board of Directors

Place : New Delhi (RAJENDER KUMAR GARG)

Dated: 01.08.2015 CHAIRMAN

---

Mar 31, 2014

To The Members,

The Directors are pleased to present the 28th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2014.

FINANCIAL HIGHLIGHTS (Rs.in Million)

S. No. PARTICULARS 2013-14 2012-13

A. Gross Sales 11,716.25 10,772.60

B. Other Income 192.02 108.67

C. Gross Income (A B) 11,908.27 10,881.27

D. Total Expenditures (excl Interest, depreciation and amortization) 10,721.67 9,823.05

E. Earnings before Interest and Depreciation (C-D) 1.186.60 1,058.22

F. Interest&Financial Cost 407.91 296.98

G. Earnings before Depreciation and amortization (E-F) 778.69 761.24

H. Depreciation and other w/off 525.76 496.21

I. Earnings after Depreciation (G-H) 252.93 265.03

J. Add : Prior Period Adjustment (net) (1.31) 0.64

K. Profit Before Tax (I-J) 251.62 265.67

L. Income tax (net of MAT credit entitlement) 11.08 2.51

M. Deferred Tax Liability/(Assets) (2.76) 12.68

N. Profit Available for Appropriation (K-L-M) 243.30 250.48

FINANCIAL PERFORMANCE

The gross Incomeof your company increased from Rs. 10,881.27 million in FY2012-13 to Rs. 11,908.27 millionin FY 2013-14. In termsof Number of wheels, the company achieved sale of 11.03 million wheel rims asagainst sale of 10.14 million wheel rims during the previous year, showing an increase in sales of 8.78% to previous year sales.

The Earnings before interest and depreciation (EBITDA) increased to Rs. 1186.60 million in 2013-14 from Rs. 1,058.22 million in 2012-2013. However the Profit before tax during the year under review has decreased to Rs. 251.62 million from Rs. 265.67 millionin 2012-13. The fall in profit isprimarily due to increasein Depreciation and amortization &increase infinancial cost due to a high interest rate regime in majority of FY 2013-2014. The Profit after tax thereby decreased to Rs.243.30 million from Rs. 250.48 million.

The depreciation and other amortization increased to Rs. 525.76 million from Rs. 496.21 million.

TRANSFER TO RESERVES

Your Company proposes to transfer a sum of Rs. 250.47 millions to General Reserve.

MANUFACTURING CAPACITIES

Total installed capacity of the Company comprising of Jamshedpur, Dappar and Chennai Plant at present is 16 millions wheel rims per annum.

Your companyisnow focusing on Hi- Tech Technologybyintroducing flow forming process.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report for the year under review, as stipulated under clause 49 of listing agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Companyis firmly committed tothe principlesof Good Corporate Governance and believes that statutory compliance and transparency are necessary to enhance the shareholder value.

A separate section on Corporate Governance forming part of the Directors'' Report and a certificate from the Company''s auditors, confirming the compliance with the Listing Agreement, are included in the Annual Report.

DIRECTORS

During the year under review, Sh. Ajit Singh Chatha and Sh. Manohar Lal Jain, were appointed as additional director of the company w.e.f 01.07.2013 and 01.08.2013 respectively and the shareholders in their Annual General Meeting held on 30.09.2013 had confirmed their appointment as Directors of the company.

Sh. Humesh Kumar Singhal resignedas aDirector ofthe company. Your Directors place on record their sincere appreciation for the valuable guidance and support provided by him during his tenure as a Director, for the success ofthe company.

Mrs. Ute Mayr ceased to be a Director of the company w.e.f 06.02.2014 due to her untimely and sad demise. Your Directors place on record deep appreciation for the valuable contribution rendered byher during her tenure as whole time director, for the success ofthe company.

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, appointed Sh. Madan Mohan Chopra, Sh. Sukhbir Singh Grewal ,Sh. Sudhanshu Shekhar Jha, Sh. Surinder Kumar Bansal, Sh. Ajit Singh Chatha and Sh. Vijay Narayan Bedekar as Independent Directors atvarious times. The period of office of these Directors was liable to determination by retirement of Director by rotation under the erstwhile applicable provisions of the CompaniesAct, 1956.

As per the provisions of Section 149(4) of the Companies Act, 2013, (the Act) which has come into force with effect from 1st April, 2014, every listed company isrequired tohave atleast one-thirdof the total numberof Directorsas Independent Directors. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term of up to five consecutive years on the Board of a company and is not liable to retire by rotation pursuant to Section 149(13) read with Section 152 of the Act.

To comply with the recent modifications broughtin bythe Act and Listing Agreement, your Directors are seeking appointment of these Directors as Independent Directors of the Company with effect from 30.09.2014 upto 30.09.2016,not liable to retire by rotation.

In the opinion of the Board, these Directors fulfill the conditions specified under the Companies Act, 2013 and rules made there under for their appointment as independent Director and are independent of the Management.

Sh. M.L.Jain, Directorof the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends the reappointment of Sh. M.L.Jain as Director liable to retire by rotation.

In terms of Section 152 of the Act, your Board recommends for shareholders'' approval, the period of office of Shri Dheeraj Garg,

Managing Director and Sh.Andra Veetil Unnikrishnan ,Deputy Managing Director, tobeliable todetermination byrotation.

DIVIDEND

Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/- per share) for the year ended 31st March, 2014. The total cash outflow on account of the proposed divided (incl. dividend tax) will be of Rs. 26.51 million (Previous year: 26.51 million), which represents 10.90% ofthe Profit after tax earned during the year.

EMPLOYEES TO CK OPTION SCHEME

During the year, your Company had introduced an employee stock option plan framed in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999, titled "Steel Strips Wheels Limited, Deputy Managing Director, Employees Stock Option Scheme, 2013" (hereinafter refereed to as "DMD ESOS 2013"), which was approved by the board of Directors and subsequently by shareholdersof the company in their annual General meeting held on 30.09.2013.

In terms ofthe said scheme, the company had granted 51000 stock options, exercisable into equivalentno.of equity shares of Rs. 10/- each toSh.A.V. Unnikrishnan, Deputy Managing Director of the company.

Disclosures as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, (the ''SEBI Guidelines'') together with a Certificate obtained from the Statutory Auditors, confirming compliance, is provided as Annexure A to this report.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

LISTING OF EQUITY SHARES

We are pleasedtoinform that the equity sharesofthe Company are listed onthe National Stock ExchangeofIndia Ltd. and BSE Ltd., offeringawide trading networkto the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are nounclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusionof the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuantto the provisions of section 139ofthe CompaniesAct, 2013 and the Rules framed thereunder, it is proposed toappoint M/s S.C. Dewan & Co as Statutory auditorsof the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2017 (subject to Satification of their appointment at every Annual General meeting).

The company has received necessary certificate from the Auditors under Section 141 of the Companies Act, 2013 to the effect that they satisfy the conditions under the CompaniesAct, 2013 and the rules made thereunder for the above appointment.

COST AUDITORS

The Report of "Aggarwal Vimal & Associates" Cost Accountants (Firm Registration No. 000350), on the cost audit carried out for the financial year 2012-13 was filed with the Central Government on 27.09.2013 (within due date of 180 days from the closure of the financial year)

The Report ofthe cost auditors for the Financial Year 2013-14is under finalization and will be filed with the Central Government with in the prescribed time.

Further, based on the recommendation of audit committee, the Board of Directors of your company in their meeting held on 30.05.2014, has re-appointed "Aggarwal Vimal &Associates", Cost Accountants , as cost auditors, to conduct the audit of the cost recordsof theCompany for the financial year ending March 31, 2015 at a remunerationof Rs.1,00,000/- (Rs.Onelac only) plus Service Tax and out of pocket expenses subject to satification ofthe said remuneration by the shareholders at the ensuing annual general meeting. The cost audit report would be filed with the Central Government within prescribed time lines, if applicable .

INSURANCE

All properties and insurable interestsofyour Company including buildings and plant&machinery are adequately insured.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuantto Section 217(2AA) ofthe CompaniesAct, 1956, the Directors confirm that :

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently; judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been preparedonagoing concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving detailsof conservation ofenergy/technology absorption and foreign exchange earnings andoutgoin terms of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, forms partofthis report and is annexed herewithasAnnexure-B

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended as Annexure-C

CORPORATE SOCIAL RESPONSIBILITY

"Corporate Social Responsibility (CSR) initiatives" are a way to reflect the respect and concern for people and communities living around us. It is an opportunity to make a positive change in the life of needy people and to reduce the gap insociety.

With this view, your company supports "The Vatsal Chaya Trust" focused on enabling, educating and empowering urban deprived children and women. With the contribution of your company, over 650 children comprising child beggars, child laborers, child vendors, rag pickers and girls facing gender bias are provided free transport, clothing, study related material, skill training, music, art, craft training and personality development. The Vatsal ChayaTrust successfully provides flexible options for these childrento access school and help them bridge the many gaps they have in learning, hygiene, health, nutritionas well as social and emotional skills.

As provided under Section 135 of the Companies Act, 2013, the Board of Directors have constituted Corporate Social Responsibility Committee of the Board. Consisting three members with one Independent Director. The Committee will evolve the CSR policy ofthe company and the same will be placed before the Board for approvalindue course.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposedin the Company.It also acknowledges and appreciates the commitment, dedication and contributionof the Employees towards growthofthe companyinall fields.

For and on behalf of Board of Directors

Place :Chandigarh R.K. GARG

Dated:30th May, 2014 CHAIRMAN

---

Mar 31, 2013

To The Members,

The Directors are pleased to present the 27th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2013.

FINANCIAL HIGHLIGHTS (Rs. in Million)

S. No. PARTICULAR 2012-13 2011-12

A. Gross Sales 10,772.60 10,458.31

B. Otherlncome 108.67 101.69

C. Grosslncome(A B) 10,881.27 10,560.00

D. Total Expenditures (excl Interest, depreciation and amortization) 9,823.05 9,526.93

E. Earnings before lnterestand Depreciation(C-D) 1,058.22 1,033.07

E Interest & Financial Charges 296.98 275.89

G. Earnings before Depreciation and amortization(E-F) 761.24 757.18

H Depreciation and other/off 496.21 426.07

I Earnings after Depreciation(G-H) 265.03 331.11

J Add: Prior Period Adjustment(net) 0.64 0.36

K Profit Before Tax (l-J) 265.67 331.47

L income tax (net of MAT credit entitlement) 2.51 26.09

M Deferred Tax Liability 12.68 17.74

N Profit Available for Appropriation(K-L-M) 250.48 287.64

FINANCIAL PERFORMANCE

The gross Income of your company increased from Rs. 10,560 million in 2011-2012to Rs. 10881.27 million in 2012-13 . In terms of Number of wheels, the company achieved sale of 10.14 million wheel rims as against sale of 10.19 million wheel rims during the previous year, almost parallel to previous year sales.

The Earnings before interest and depreciation (EBITDA) increased to Rs. 1058.22 million in 2012-13 from Rs. 1033.07 million in 2011-2012. However the Profit before tax during the year under review has decreased to Rs. 265.67 million from Rs. 331.47 million in 2011-12. The fall in profit is primarily due to increase in Depreciation and amortization & increase in financial cost due to a high interest rate regime in majority of FY 2012-2013. The Profit after tax thereby decreased to Rs.250.48 million from Rs. 287.64 million.

The depreciation and other amortization increased to Rs. 496.21 million from Rs. 426.07 million.

TRANSFER TO RESERVES

Your Company proposes to transfer sum of Rs. 287.63 millions to General Reserve.

JAMSHEDPURUNIT

Your directors are pleased to inform you that the capacity at Jamshedpur Unit of the company has been enhanced from 1.00 million to 1.6 million Wheel Rims. Commercial production of second phase is scheduled to start from Second quarter of 2013-14.

The said unit has already developed and successfully tried out new wheel rims namely "8" X "20", "7X20" and "6.5X20" and samples of the same have been submitted to Tata Motors and Ashok Leyland. The company is also developing various wheel rims for Eicher

Motor and Volvo. Further, facility for Disc. Flow formed wheel Rims have also been installed and samples supplied to the prospective customer.

The unit has developed ''off the highway'' wheel rims and the same are being regularly supplied to JCB and L & T. It has also developed TATRA Truck (Army) wheel Rims for BEML and sample submitted and are under testing. Supply of OTR Wheel Rims to various international platform of JCB and caterpillar are under discussion.

MANUFACTURING CAPACITIES

Total installed capacity of the Company comprising of Jamshedpur, Dapparand Chennai Plant at present is 16 millions wheel rims per annum.

Your company is now focusing on Hi-Tech Technology by introducing flow forming process.

MANAGEMENT DISCUSSION ANDANALYSIS

Management discussion and analysis report for the year under review, as stipulated under clause 49 of listing agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliance and transparency are necessary to enhance the shareholder value.

A separate section on Corporate Governance forming part of the Directors'' Report and a certificate from the Company''s auditors, confirming the compliance with the Listing Agreement, are included in the Annual Report.

DIRECTORS

During the year under review, Sh. Vijay Narayan Bedekar was appointed as additional Director of the company w.e.f-07.01.2013.

Sh Arun Prakash S korati resigned as a Director of the company. Your Directors place on record their sincere appreciation for the guidance and support provided by him during his tenure as a Director, for the success of the company.

In accordance with the provisions of Companies Act, 1956, Sh. R.KGarg, Sh. S. S. Grewal and Sh. S. S. Jha will be retiring by rotation at the forthcoming Annual General Meeting and they are eligible for reappointment.

ISSUE AND ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS.

The Company issued and allotted 3,65,000 equity shares of Rs.10/- each, against cash, at a price of Rs. 300/- (Rupees Three Hundred Only) per equity shares i.e. at a premium of Rs. 290/- per shares to DHG Marketing (P) Ltd. on a preferential allotment basis on 12.06.2012. Accordingly the issued and paid up capital of the Company has increased to Rs. 15,20,81,700 divided into 15208170 equity shares of Rs. 10/- each. DHG Marketing (P) Ltd. belongs to promoter category. The said 3,65,000 equity shares constitute 2.40% of the total enhanced capital of the Company as on 31.03.2013.

DIVIDEND

Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/- per share) for the year ended 31st March, 2013. The total cash outflow on account of the proposed divided (incl. dividend tax) will be of Rs. 26.51 million (Previous year: 25.87 million), which represents 10.59% of the Profit after tax earned during the year.

INTERNALCONTROLSYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

LISTING OF EQUITY SHARES

We are pleased to inform that the equity shares of the Company are listed on the National Stock Exchange and Bombay Stock Exchange, offering a wide trading network to the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/sS.C. Dewan &Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting. The Auditors retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

COST AUDITORS

Pursuant to the Circular dated 24th January, 2012 of the Ministry of Corporate Affairs (MCA) and based on recommendation of Audit committee, the Board of Directors of your company has appointed "Aggarwal Vimal & Associates", Cost Accountants, (Firm Registration No. 000350), as the cost auditor of the company for the audit of cost accounting records maintained by the company for the financial year 2012-13. The appointment has been approved by the Central Government. The report of the cost auditors for the financial year 2012-13 is under finalization and will be filed with MCA within the prescribed time.

Further, based on the audit committee recommendations, the Board of Directors at its meeting held on 29.05.2013, has approved the re-appointment of "Aggarwal Vimal & Associates", as Cost auditors of the Company for the Financial year 2013-14. The appointment is subject to the approval of the Central Government.

INSURANCE

All properties and insurable interests of your Company including buildings and plant & machinery are adequately insured.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently; judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended and form part often Report.

CORPORATE SOCIAL RESPONSIBILITY

"Corporate Social Responsibility (CSR) initiatives" are a way to reflect the respect and concern for people and communities living around us. It is an opportunity to make a positive change in the life of needy people and to reduce the gap in society.

With this view, your company supports "The Vatsal Chaya Trust" focused on enabling, educating and empowering urban deprived children and women. With the contribution of your company, over 700 children comprising child beggars, child laborers, child vendors, rag pickers and girls facing gender bias are provided free transport, clothing, study related material, skill training, music, art, craft training and personality development. At the core of this program is the marginalized child who is forced to work and stands at the very bottom of the poverty heap facing exploitation, violence, coercion and risky behavior patterns. The Vatsal Chaya Trust successfully provides flexible options for these children to access school and help them bridge the many gaps they have in learning, hygiene, health, nutrition as well as social and emotional skills.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the company in all fields.

For and on behalf of Board of Directors

Place :New Delhi R.K.GARG

Dated: 29th May, 2013 CHAIRMAN

---

Mar 31, 2012

To The Members,

The Directors are pleased to present the 26th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2012.

FINANCIAL HIGHLIGHTS (Rs. in Million)

PARTICULARS 2011-12 2010-11

Gross Sales 10,458.31 7,171.34

Other Income 101.69 16.31

Gross Income 10,560.00 7,187.65

Total Expenditures (excl Interest, depreciation and amortization) 9,526.93 6,299.94

Earnings before Interestand Depreciation 1,033.07 887.71

Interests Financial Charges 275.89 203.21

Earnings before Depreciation and amortization 757.18 684.50

Depreciation and other w/off 426.07 328.05

Earnings after Depreciation 331.11 356.45

Less: Prior Period Adjustment (net) 0.36 (0.74)

Profit Before Tax 331.47 355.70

Income tax(net of MAT credit entitlement) 26.09 3.53

Deferred Tax Liability 17.74 54.15

Profit fortheyear 287.64 298.02

FINANCIAL PERFORMANCE

The gross Income of your company increased by 46.92% from Rs. 7187.65 million in 2010-2011 to Rs. 10560.00 million in 2011 -12 . In terms of Number of wheels, the company achieved sale of 10.19 million wheel rims as against sale of 9.64 million wheel rims during the previous year.

The Earnings before interestand depreciation (EBITDA) increased to Rs. 1033.07 million from Rs. 887.71 million in 2010-2011, achieving a growth of 16.37%.

The Profit before tax during the year under review however has decreased to Rs. 331.47 million from Rs. 355.70 million in 2010-11 due to high fluctuation in foreign exchange and increase in depreciation and amortization. The Profit after tax thereby decreased to Rs.287.64 million from Rs. 298.02 million.

The depreciation and other amortization increased to Rs. 426.07 million from Rs. 328.05 million due to commencement of commercial operations at Jamshedpur plant and 2nd Phase of Chennai Plant.

TRANSFER TO RESERVES

Yourcompany proposes to transferofRs.219.17millions to General Reserve.

JAMSHED PURUNIT

Your directors are pleased to inform you that Jamshedpur Unit of the company had already commenced its commercial production and is manufacturing and supplying heavy commercial vehicle wheel rims to Tata Motors, Tata DLT and Ashok Leyland and other Trailer manufacturers. The company is now in process to supply these Wheel Rims to European customers.

Keeping in view the projected production plan of Tata Motors, this plant is under expansion to enhance its capacity from 1.00 million to a level of 1.60 Million Wheel rims.

ORAGADAMUNIT

The Second phase expansion at the Oragadam unit of the company has also been completed during the year and has started the commercial production. With this, the total installed manufacturing capacity of Oragadam unit of the company has increased from 2.5 million to 6.0 million wheel rims p.a.

MANUFACTURING CAPACITIES

With the commissioning of Jamshedpur unit, setting up of additional line at Dappar and expansion of Oragadam unit of the company, the total installed capacity of the company has increased to 16 million wheel rims per annum.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report for the year under review, as stipulated under clause 49 of listing agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliance and transparency are necessary to enhance the shareholder value.

Aseparate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's auditors, confirming the compliance with the Listing Agreement, are included in the Annual Report.

DIRECTORS

During the year under review,Sh.Arun Parkash S.Korati was appointed as additional Director of the company we.f-13.01.2012.

The Central Govt, vide its letter dated 21st December, 2011 has approved re- appointment of Mrs Ute Mayr as whole time directorforafurtherperiod of three years we.f 10/08/2011 to 09/08/2014.

Sh. B.B.Tandon resigned as a Director of the company. Your Directors place on record their sincere appreciation forthe guidance and support provided by him during his tenure as a Director, forthe success of the company.

In accordance with the provisions of Companies Act, 1956, Sh. S.K Bansal, Sh. M.M Chopra and Sh. H.K. Singhal will be retiring by rotation at the forthcoming Annual General Meeting and they are eligible for reappointment.

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% (Rs. 1.50/- per share) forthe yearended 31 st March, 2012. The total cash outflow on account of the proposed divided (incl. dividend tax) will be of Rs. 25.87 million (Previous year: 25.96 million), which represents 8.99% of the Profit aftertax earned during the year.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

LISTING OF EQUITYSHARES

We are pleased to inform that the equity shares of the Company are listed on the National Stock Exchange and Bombay Stock Exchange, offering a wide trading network to the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting. The Auditors retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

INSURANCE

All properties and insurable interests of your Company including buildings and plant & machinery are adequately insured.

DIRECTORS" RESPONSIBILITYSTATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently; judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms ofSection 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms part of this report and is annexed herewith.

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended and form part of the Report.

CORPORATE SOCIAL RESPONSIBILITY

"Corporate Social Responsibility (CSR) initiatives" are a way to reflect the respect and concern for people and communities living around us. It is an opportunity to make a positive change in the life of needy people and to reduce the gap in society.

With this view, your company supports "The Vatsal Chaya Trust" focused on enabling, educating and empowering urban deprived children and women. With the contribution of yourcompany, over 700 children comprising child beggars, child laborers, child vendors, rag pickers and girls facing gender bias are provided free transport, clothing, study related material, skill training, music, art, craft training and personality development. At the core of this program is the marginalized child who is forced to work and stands at the very bottom of the poverty heap facing exploitation, violence, coercion and risky behavior patterns. The Vatsal Chaya Trust successfully provides flexible options for these children to access school and help them bridge the many gaps they have in learning, hygiene, health, nutrition as well as social and emotional skills.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the company in all fields.

(A) CONSERVATION OF ENERGY

As part of a continuous process the Company adopts all suitable measures to conserve energy. This includes periodical check-ups, preventive maintenance and calibration of all electrical instruments & machineries as well as energy audits by independent agencies.

The details regarding present energy consumption including captive generation are furnished below as per Form A of theAnnexure to the rules.

(B) TECHNOLOGY ABSORPTION

Your Company deploys state of the art technology. As a result the products developed and designed are accepted by its customers for commercial production. Your Company has extended its technical collaboration agreement with M/s Ringtechs Co. Ltd of Japan (a world renowned steel wheel manufacturing company). Your company is increasingly devoting resources for process improvements, cost efficiencies and quality improvements.

1. Research & Development (R&D)

Your Company is a Govt, of India approved R&D centre.

I a) Specific area in which R&D carried out by Company Design and development of new wheel rims,

- Design and development of new dies and tools.

b) Benefits derived as a result of the above R&D

- Better yield of raw materials,

- Better performance of products

- Reduced cost of products

- Reduction in process wastage

- Better productivity

- Value addition to customers of company by way of reduced weight of the wheel rims, leading to better fuel efficiency

c) Future plan of action

Development of new products which will be import substitutes

d) Expenditure on R&D (Rs. in lakhs)

Year Ended Year ended 31.03.2012 31.03.2011

Capital 123.30 82.70

Recurring 157.57 118.13

Total 280.87 200.83

Total R&D expenditure is 0.29% of total turnover.

2. Technology absorption, adaptation and innovation

a) Efforts in brief made towards technology absorption, NIL NIL adaption and innovation

b) Benefits derived as a result of the above efforts e.g. product NA NA improvement, import substitution etc.

c) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished

i) Technology imported NA NA

ii) Year of Import NA NA

iii) Has technology been fully absorbed NA NA

iv) If not fully absorbed, areas where this has not taken NA NA place reason thereof and future plan of action.



For and on behalf of Board of Directors

Place : CHANDIGARH R.K. GARG

Dated: 29th May, 2012 CHAIRMAN

---

Mar 31, 2011

To The Members,

The Directors are pleased to present the 25th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2011.

FINANCIAL HIGHLIGHTS (Rs. in Million)

PARTICULARS 2010-11 2009-10

Gross Sales 7,171.34 4,525.44

Other Income 13.97 11.21

Gross Income 7,185.31 4,536.65

Total Expenditures (excluding Interest, depreciation and amortization) 6,300.06 3,914.16

Earnings before Interest and Depreciation 885.25 622.49

Interest & Financial Charges 201.54 168.56

Earnings before Depreciation and amortization 683.71 453.93

Depreciation and other written off 328.05 255.27

Earnings after Depreciation 355.66 198.66

Less: Prior Period Adjustment (Net) 0.08 2.69

Profit Before Tax 355.74 195.97

Income Tax (net of MAT credit entitlement) 3.57 45.54

Deferred Tax Liability 54.15 5.17

ProfitAvailable For Appropriation 298.02 145.25

Proposed Dividend 22.26 13.62

Tax On Distributed Profits 3.70 2.31

Balance Carried Over To Balance Sheet 272.06 129.32

FINANCIAL PERFORMANCE

The gross Sales of your Company increased by 58.38% from Rs. 4,536.65 million in 2009-10 to Rs. 7,185.31 million in 2010-11. 9.64 million wheel rims were sold in 2010-11 as compared to 7.17 million wheel rims in the previous financial year. This corresponds to an increase of 34.41% in numbers of wheels. The comparatively higher increase in sales could be achieved thanks to the higher volumes of Exports, Truck and tractor wheels sold during the financial year under review.

The Earnings before interest and depreciation (EBITDA) increased by 42.21 % from Rs. 622.49 million in 2009-10 to Rs. 885.25 million in 2010-11. The EBITDA margin has slightly decreased to 12.34% from 13.76% in 2009-10 due to increasing steel prices during the financial year under review.

A significant increase could be achieved in Profits before and after tax in 2010-11. They grew by 81.53% to Rs. 355.74 and by 105.18% to Rs. 298.02 million respectively.

The depreciation and other amortization increased to Rs. 328.05 million from Rs. 255.27 million due to the enhanced utilization of the Dappar and Oragadam plants and the commencement of commercial operations at Jamshedpur.

JAMSHEDPURUNIT

Your directors are pleased to inform you that the Company's new Truck Wheel Rims Facility at Jamshedpur has commenced its commercial production during the year 2010-11. Tube type heavy commercial vehicle wheel rims are successfully being supplied to Tata Motors and Tata DLT and soon also to Ashok Leyland. Moreover, tubeless wheel rim samples have been developed for two prominent German trailer manufacturers: Krone and Schmitz Cargo bull. Keeping in view the projected production plan of Tata Motors, the Jamshedpur plant is currently enhancing its capacity to a level 1.7 million wheel rims.

DAPPARUNIT

During 2010-11 your Company has furthermore added additional capacity at its Dappar plant. With this, the total installed capacity results enhanced from 7.50 million wheel Rims to 9.00 million wheel rims p.a.

ORAGADAMUNIT

The second phase expansion at Oragadam could be completed during the financial year under review and the same is under trial production. The total installed manufacturing capacity at Oragadam has thereby been increased from 2.5 million to 6.0 million wheel rims p.a.

MANUFACTURING CAPACITIES

During the financial year under review the total capacity of the Company has increased to 16 million wheel rims per annum which makes It one of the biggest steel wheel manufacturers in Asia.

FUTURE OUTLOOK

The focus of your Company is to develop world-class facilities for the manufacture of quality steel wheel rims for all segments of the automotive industry while increasing its customer base in India as well as internationally.

The growth of the automobile component industry is likely to slow down considerably in 2011 -12 from the high growth rates of 26- 30% seen during 2010-11. This is due to higher price of vehicles and rising interest rates. The expected growth rates for 2011 -12 are expected to be around 8-10 percent in the domestic market and exports by around 70 percent. Further details regarding the future outlook of your Company are discussed in the Management Discussion and Analysis enclosed with the Annual Report.

ISSUE AND ALLOTMENT OF EQUITYSHARES ON PREFERENTIAL BASIS

Your Company issued and allotted 8,50,000 Equity Shares of Rs. 10/- each against cash, at a price of Rs. 520/- (Rupees Five hundred Twenty only) per equity shares i.e at a premium of Rs. 510/- per share to Sumitomo Metal Industries Ltd. on a preferential allotment basis on 9* December, 2010 (Non Promoter Category). Sumitomo Metal Industries Ltd. is a Japan based Company. The said 8,50,000 shares constitutes 5.73% of the total enhanced paid up capital of the Company as on 31st March,2011.

Your Company also issued and allotted 3,77,000 equity shares of Rs. 10/-each fully paid up, at a price of Rs. 595/-per shares ( i.e. at a premium of Rs. 585/- per share) to GS Global Corp., on 12* January, 2011 on preferential allotment basis (Non Promoter Category). GS Global Corp is a South Korea based Company. The said 3,77,000 shares constitute 2.54% of the total enhanced paid up capital of the Company as on 31st March, 2011.

DIRECTORS

In accordance with the provisions of Companies Act, 1956, Sh. B. B. Tandon, Sh. S.S. Jha and Sh. S.S. Grewal will be retiring by rotation at the forthcoming Annual General Meeting and they are eligible for reappointment.

Mrs. Ute Mayr was re-appointed as a Whole time Director of the Company for aperiod of three years we.f 10.08.2011 subject to the approval of the Central Government.

DIVIDEND

Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/- per share) for the year ended 31st March, 2011. The total cash outflow on account of the proposed dividend (incl. dividend tax) will be of Rs. 25.96 million (Previous year: 15.93 million), which represents 8.71% of the Profit after tax available for appropriation.

INTERNALCONTROLSYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

CORPORATE GOVERNANCE

Your Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliance and transparency are necessary also to enhance the shareholder value.

A separate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's auditors, confirming the compliance with the Listing Agreement, is included in the Annual Report.

LISTING OF EQUITYSHARES

We are pleased to inform that the equity shares of the Company are listed on the National Stock Exchange and Bombay Stock Exchange, offering a wide trading network to the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting. The Auditors retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

INSURANCE

All properties and insurable interests of your Company including buildings and plant & machinery are adequately insured.

DIRECTORS" RESPONSIBILITYSTATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently; judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of The Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms Of Section 217 (1)(e)of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms part of this report and is annexed herewith.

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended and form part of the Report.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposed in the Company and last but not the least it acknowledges and appreciates the commitment, dedication and contribution of the Employees of the Company.

For and on behalf of Board of Directors

Place : CHANDIGARH R.K. GARG

Dated: 30th May, 2011 CHAIRMAN

---

Mar 31, 2010

The Directors are pleased to present the 24th Annual Report together with the audited accounts of the Company for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS (Rs. in Million)

2009-10 2008-09

Gross Sales 4,525.44 3,577.57

Other Income 11.21 11.16

Gross Income 4,536.65 3,588.73

Total Expenditures (excluding Interest, depreciation and amortization) 3,914.16 3,171.11

Earnings before Interest and Depreciation 622.49 461.82

Interest & Financial Charges 168.56 160.12

Earnings before Depreciation and amortization 453.93 301.70

Depreciation and other written off 255.27 172.01

Earnings after Depreciation 198.66 129.69

Less: Prior Period Adjustment (Net) 2.69 2.04

Profit Before Tax 195.97 127.65

Income Tax including fringe benefit tax 45.54 17.91

Deferred Tax Liability 5.17 31.80

Profit Available For Appropriation 145.25 77.94

Proposed Dividend 13.62 -

Tax On Distributed Profits 2.31 -

Balance Carried Over To Balance Sheet 129.32 77.94



FINANCIAL PERFORMANCE

During the year under review your Company sold 7.2 million wheel rims as against 5.4 million wheel rims sold during the previous financial year. This corresponds to 33% growth in number of wheels which could be achieved thanks to the overall growth in the automotive industry as well as the addition of new customers.

The gross income of the Company during the year under review increased by 26% to Rs. 4536.65 million from Rs. 3588.73 million in 2008-09.

The Earnings before interest and depreciation (EBITDA) during the year under review increased to Rs. 622.49 million from Rs. 461.82 million in 2008-09.

The Profit before tax during the year under review increased to Rs. 195.97 million from Rs. 127.65 million in 2008-09. The Profit after tax increased to Rs. 145.25 million from Rs. 77.94 million.

The depreciation and other amortization increased to Rs 255.27million from Rs. 172.01 million due to the commencement of the amortization of the Oragadam Unit.

JAMESHEDPUR PROJECT

Your Company is setting up a wheel rim manufacturing plant for commercial vehicles in Jamshedpur. The plant has already commenced its dry run and production is scheduled to commence from July, 2010. It will have an initial installed capacity of 1.0 million tube type wheels per annum (with a provision for the production of tubeless wheels) and shall be capable of producing wheels from 16" diameter to 24" diameter for light and heavy commercial vehicles. Apart from exports to mainly Europe the Jamshedpur unit shall cater to the requirements of Tata Motors Ltd and Ashok Leyland Ltd.

MANUFACTURING CAPACITIES

With the commissioning of the Jamshedpur unit, your Company shall have installed a capacity of 11.0 million wheel rims. Considering the order book position the Company plans to expand its capacity at Oragadam from 2.5 million wheel rims to 5.0 million wheel rims during the year 2010-11. This will increase the total capacity of your Company to 13.50 million wheel rims by the end of 2010- 11 as against 10.0 million wheel rims during 2009-10.

CAPITAL EXPENDITURES

The capital expenditures for increasing your Companys capacity to 13.50 million wheel rims will amount to approximately Rs. 586.80 million which shall be financed by way of external commercial borrowings/term loans/internal accruals.

FUTURE OUTLOOK

The focus of your Company is to develop world-class facilities for the manufacture of quality steel wheel rims and to increase its customer base in order to cater to all segments and manufacturers.

The automotive industry recorded a significant growth during 2009-10 as well as a double digit growth amongst all of its segments during the first two months of 2010-11. With the projected GDP growth of 8%, the automobile sector is looking up for a new beginning. The most impressive growth is registered in the Tractor and HCV segments. Details on the future outlook are discussed in the Management Discussion and Analysis enclosed with the Annual Report.

ISSUE AND ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS

Your Company issued and allotted 5,50,000 Equity Shares of Rs. 10/- each against cash, at a price of Rs. 105/- (Rupees One hundred five only) per equity shares i.e at a premium of Rs. 95/- each per share to Sh. Dheeraj Garg on a preferential allotment basis on 6th April, 2010 Sh. Dheeraj Garg belongs to the Promoter Category of your Company. The total shareholding of the Promoter Group has thereby increased to 53.97% of the total paid up capital.

DIRECTORS

In accordance with the provisions of Companies Act, 1956, Sh. R.K.Garg, Sh. H.K.Singhal and Rear Adml.

M.M.Chopra (Retd.) will be retiring by rotation at the forthcoming Annual General Meeting and they are eligible for reappointment.

Mrs. Ute Mayr was appointed as a Whole time Director of the Company for a period of three years w.e.f 10.08.2008 subject to the approval of Central Government. The Central Government vide its Letter dated 20th May, 2010 has approved the appointment of Mrs. Ute Mayr as a Whole time Director of the Company.

DIVIDEND

Yours Directors are pleased to recommend a dividend of 10% (Rs.1/- per share) for the year ended 31st March, 2010. The total cash outflow on account of the proposed divided will be of Rs. 15.93 million (Previous year: NIL) , which represents 10.97% of the Profit after tax available for appropriation.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

CORPORATE GOVERNANCE

Your Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliance and transparency are necessary also to enhance the shareholder value.

A separate section on Corporate Governance forming part of the Directors Report and a certificate from the Companys auditors, confirming the compliance with the Listing Agreement, is included in the Annual Report.

LISTING OF EQUITY SHARES

We are pleased to inform that the equity shares of the Company are listed on the National Stock Exchange and Bombay Stock Exchange, offering a wide trading network to the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold

office till the conclusion of the ensuing Annual General Meeting. The Auditors retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

INSURANCE

All properties and insurable interests of your Company including buildings and plant & machinery are adequately insured.

DIRECTORS1 RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently, judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 217 (1)(e)of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms part of this report and is annexed herewith.

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended and form part of the Report.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposed in the Company and last but not least it acknowledges and appreciates the commitment, dedication and contribution of the Employees of the Company.

For and on behalf of Board of Directors

Place: CHANDIGARH R.K. GARG

Date :22nd June, 2010 CHAIRMAN