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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Welspun Specialty Solutions Ltd.

Mar 31, 2025

Your Directors are pleased to present the 43 rd Annual Report along with the Audited Financial Statement of the Company for the year ended March 31, 2025.

FINANCIAL RESULTS (Rs. in Lakhs)
Particulars				2024-25	2023-24
Sales and other income				74,909	71,817
Profit/(Loss) before interest, depreciation and exceptional items				5,616	7,733
Interest and Financial charges				4,397	3,325
Depreciation and Amortization				1,619	1,548
Profit/ (Loss) before exceptional items and tax				(400)	2,860
Profit/(Loss) before tax				(400)	2,860
OPERATIONS Operations of the Company were as under: (Rs. in Lakhs)
Particulars		2024-25		2023-24
	Production (Qty M.T.)	Sales (Qty M.T.)	Gross Sales	Production Sales Gross (Qty M.T.) (Qty M.T.) Sales
Pipe	4,731	4,807	26,208	4,683 4,785 25,294
Steel	29,989*	18,860	45,536	28,439* 15,903 43,762
Others	-	-	628	- - 611
Total	34,720	23,667	72,372	33,122 20,688 69,667
*Includes produced for Captive Consumption

By focusing on the core competencies and emphasizing on value over only volume, the Company could perform satisfactorily in the FY2025.

During FY25, the Company had to face lots of challenges viz. concentration of container traffic on China- US corridor resulting into lower container availability and higher freight costs, geo political tensions in various parts of the world, demand slowdown in Europe and uncertainty due to US tariff decisions. Despite these, we continue to engage with all our customers to manage these ongoing uncertainties and operational stability.

Welspun Specialty remains sharp focused on buoyant domestic Indian market which is steadily growing and offering significant opportunities specially in value segments like energy, defence, space, powergen, oil & gas, petrochemicals, engineering, public infrastructure etc. Spend on various strategic sectors combined with preference for domestic manufacturing under Make in India policy is creating demand thrust in the country. The growth spend is expected to continue and increase further in times to come. In this scenario an integrated special steels & seamless tubes player like Welspun Specialty offering end-to-end product solutions has incredible opportunities coming its way.

Major highlights of FY25:

â¢ After getting felicitated by BHEL Samvaad 4.0 for developing SUP304H & T91 SS boiler tubes for super critical power

plants, Weslpun Specialty received 4,050 MT order from BHEL for SS boiler tubes for super critical power plant.

â¢ Our Company has got AS 9100D accreditation for aerospace application. Recommendation letter is already received and certification is to follow.

â¢ First tubes order successfully booked for Grades T91 / P91, marking a key step toward establishing regular business in this high-potential segment.

â¢ A new high-value grade, Welsonic-60 (UNS S21800) was produced and delivered, adding to the Company''s premium alloy portfolio.

â¢ Our Company has booked first order and delivered successfully for Super-13Cr for oil well applications, opening new avenues in this sector.

â¢ Exploratory initiatives in new geographic markets have also begun yielding results, with first orders received from South Africa.

â¢ Your Company succefully raised Rs 350 Crore through Rights Issue, which got oversubscribed by 3.41%.

â¢ Share of renewable electricity in the overall electricity consumption rose to 31%.

Welspun Specialty continues to remain optimistic focusing on the core competencies - development and delivery of value added products, Innovative product offerings that meet critical market needs, building strategic partnerships, securing approvals and accreditations to enhance our capabilities, embracing technology, fostering innovation and digitalization to streamline our processes and drive growth and consistent thrust on sustainability.

The strategy is to enhance the competitive market position by diversifying into sustainable, high-growth industries and expanding into new grades and applications. The key differentiators will be a) focus on manufacturing and technology upgradation, b) build global customer base and enter new geographical segments, c) research, development and technological capabilities and d) quality control and quality certifications.

With expected higher utilization and well planned business strategy, the profitability of the Company is likely to improve with stronger balance sheet.

SHARE CAPITAL

During the year under review, the following are some of changes which happened and resulted into increase in paid up share capital of the Company.

â¢ Reclassification of authorised share capital:

The Members of the Company at their Annual General Meeting held on September 25, 2024 by passing a special resolution reclassified the authorized share capital of the Company from Rs.565,00,00,000/- (Rupees Five Hundred and Sixty Five Crores Only) divided into: (i) 55,00,00,000 (Fifty Five Crores) Equity Shares of Rs.6/- (Rupees Six Only) each and (ii) 23,50,00,000 (Twenty Three Crores Fifty Lakh) Preference Shares of Rs.10/- (Rupees Ten Only) each to Rs.565,00,00,000/- (Rupees Five Hundred and Sixty Five Crores Only) divided into: (i) 85,00,00,000 (Eighty Five Crores) Equity Shares of Rs.6/- (Rupees Six Only) each and

(ii) 5,50,00,000 (Five Crore Fifty Lakh) Preference Shares of Rs.10/- (Rupees Ten Only) each, which led to consequential alteration of clause V of the Memorandum of Association of the Company.

â¢ Rights Issue of equity shares:

During the year under review, the Company has allotted 13,25,22,289 equity shares by the approval of the Rights Issue Committee of the Board of Directors at its meeting held on March 24, 2025 at a face value of Rs. 6/- each at an issue price of Rs. 26.40 per equity share (including Rs. 20.40 premium) aggregating to Rs. 349,85,88,429.60 to all the eligible equity shareholders in the ratio of 1 Rights equity share for every 4 equity shares held by the eligible equity shareholders of the Company. The issue was oversubscribed by 3.41%.

In view of the above, paid-up equity share capital of the Company was increased from Rs.368,95,77,646/- to Rs.3,97,56,68,670/-divided into 66,26,11,445 equity shares of Re. 6/- each.

The issued, subscribed and paid up share capital of the Company as on March 31, 2025, stood at Rs. 448,47,11,380/- (Rupees Four Hundred Forty Eight Crore Forty Seven Lacs Eleven Thousand Three Hundred Eighty only) comprising of 66,26,11,445 (Sixty Six Crore Twenty Six Lacs Eleven Thousand Four Hundred Forty Five) equity shares of Rs.6/- (Rupees Six only) each fully paid up and 5,09,04,271 (Five Crore Nine Lacs Four Thousand Two Hundred Seventy One) preference shares of Rs.10/- (Rupees Ten Only) each fully paid up.

DIVIDEND

With a view to maintain sufficient funds for working capital and growth of business, your Directors do not recommend any dividend for the financial year ended March 31, 2025.

DIVIDEND DISTRIBUTION POLICY

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulationsâ), the Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Policy is available on the Company''s website at https://welspunspecialty.com/policy.php.

TRANSFER TO RESERVE

During the year under review, the Company did not transfer any amount to the general reserve.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have subsidiary, associate and joint ventures companies.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

a. Board of Directors:

Details of changes in the Board of Directors of the Company during the year under review are as under:

i. Mr. Atul Desai (DIN: 00019443)

Mr. Atul Desai, an Independent Director of the Company retired from the post of Independent Directorship of the Company from the closure of business hours of May 26, 2024 on account of completion of his second term of 5 consecutive years as Independent Director.

The Directors place on record its sincere appreciation for the valuable contributions and guidance provided by Mr. Desai during his tenure.

ii. Mr. Anuj Burakia (DIN: 02840211)

Mr. Anuj Burakia was reappointed as CEO & Whole Time Director of the Company with effect from July 29, 2024, for further period of three years pursuant

to the approval accorded by the Members of the Company through postal ballot on July 21, 2024.

iii. Mr. Balkrishan Goenka (DIN: 00270175)

In terms of Regulation 17(1 D) of the SEBI Listing Regulations, the Members of the Company at their Annual General Meeting held on September 25, 2024, accorded their approval for continuation of directorship of Mr. Balkrishan Goenka, Non-Executive and Non-Independent Director, not liable to retire by rotation, on the Board of Company for the period of five years commencing from April 1, 2024 to March 31, 2029.

iv. Mrs. Dipali Sheth (DIN: 07556685)

Mrs. Dipali Sheth who was appointed as Independent Director of the Company with effect from April 26, 2024, resigned from the post of Independent Director of the Company from the closure of business hours of November 23, 2024, due to additional responsibilities taken by her in other organizations.

The Directors place on record its sincere appreciation for the guidance and support provided by Mrs. Sheth during her tenure.

v. Mr. Ravindra Pandey (DIN: 07188637)

Mr. Ravindra Pandey was appointed as Independent Director of the Company with effect from November 23, 2024 for a period of three consecutive years commencing from November 23, 2024, pursuant to the approval accorded by the Members of the Company through postal ballot on February 16, 2025.

In terms of the provisions of the Act and the SEBI Listing Regulations, the Nomination & Remuneration Committee, after reviewing and evaluating the composition of the Board, including the skills, knowledge and experience of the Directors had recommended the aforesaid appointments/ re-appointments to the Board.

Further, in accordance with the provisions of the Act, and the Articles of Association of the Company, Mr. Anuj Burakia (DIN: 02840211), is liable to retire by rotation at the 43rd Annual General Meeting of the Company.

b. Key Managerial Personnel:

Details of changes in the Key Managerial Personnel of the Company during the year under review are as under:

i. Mr. Brijveer Singh

Mr. Singh resigned as the Chief Financial Officer of the Company with effect from December 19, 2024 due to personal family reasons.

The Directors place on record its sincere appreciation for the contribution and support provided by Mr. Singh during his tenure.

ii. Mr. Navin Agarwal

Mr. Agarwal was appointed as the Chief Financial

Officer of the Company with effect from

December 19, 2024.

c. Declaration by Independent Directors:

The Company has received declarations from each Independent Director as per the provisions of Section 149 (7) of the Act and the Regulation 25(8) of the SEBI Listing Regulations, as amended from time to time, confirming he / she meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. There has been no change in the circumstances as on the date of this Report which may affect his / her respective status as an Independent Director.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standard of integrity.

All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Act. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company shall undergo online proficiency self-assessment test, as may be applicable, within the time prescribed by the IICA.

d. Annual Evaluation of Board, its Committees and Directors :

The performance evaluation of the Board of Directors, its Committees and of Individual Directors were conducted by the entire Board (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration SEBI''s guidance note on board evaluation and inputs received from the Directors, covering various aspects of the Board''s functioning viz. adequacy of the composition of the Board and its Committees, time spent by each of the Directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions and governance.

For the financial year 2024-25, the annual performance evaluation was carried out by the Independent Directors, the Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-Independent Directors, Executive Director, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory to the Board.

e. Remuneration policy and criteria for making payment to Non-Executive Directors:

Pursuant to Section 178 (3) of the Act and provisions of SEBI Listing Regulations, the Nomination and Remuneration

Committee (NRC) and the Board of Directors at their respective meetings held on 5th February, 2019 had approved and recommended a revamped policy relating to criteria for determining qualifications, positive attributes and Independence of Directors, the remuneration for the Directors, Key Managerial Personnel and other employees.

For the Company''s policy on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub-section 3 of Section 178 of the Act, please refer to the Para of the âCorporate Governance Reportâ annexed to this Report as ''Annexure II''.

f. Meeting of the Board of Directors :

Eight (8) meetings of Board of Directors were held during the financial year 2024-25, the details of which are given in point 2(b) of the âCorporate Governance Reportâ annexed to this Report as ''Annexure II''.

g. Committees of the Board of Directors :

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, the Risk Management Committee, as applicable, and details of meetings of those committees held during the year under review are given in the âCorporate Governance Reportâ annexed to this Report as ''Annexure II''.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

PARTICULARS OF EMPLOYEES

The details of employees of the Company drawing remuneration as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is made available on the website of the Company at https://www.welspunspecialty.com/notice.php.

EMPLOYEE STOCK OPTIONS

The Company have not granted stock options during the year under review. The disclosures in compliance with the Regulation 14 of the SEBI (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are available on the website of the Company at https://www.welspunspecialty.com/notice.php.

Certificate from M/s. JMJA & Associates LLP, Company Secretaries, Secretarial Auditors of the Company with respect to the implementation of Welspun Employee Stock Option Scheme would be placed before the Members at the ensuing Annual General Meeting of the Company and a copy of the same shall be available for inspection at the Registered office of the Company.

DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V to the Act. Further, no amount on account of principal or interest on deposit was outstanding or unclaimed or unpaid as at the end of the financial year under the Report.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 is placed on the website of the Company and can be accessed at https://www.welspunspecialty.com/notice.php.

DETAILS OF RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm''s length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. For material related party transaction, the Company obtains prior approval of the Members of the Company. A statement giving details of all Related Party Transactions is placed before the Audit Committee on a quarterly basis for its review. The disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable for this year.

The Company''s policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website https://www.welspunspecialty.com/policy.php

Save and except as disclosed in the financial statements, none of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, please refer Note no.39 for details of related party transactions.

AUDITORS AND THEIR REPORTS

a. Statutory Auditors:

During the year under review, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) resigned as the Statutory Auditors of the Company with effect from July 23, 2024, due to change in auditors at holding company level, which resulted into arising of casual vacancy in the office of the Statutory Auditors of the Company.

M/s. BSR & Co. LLP (BSR), Chartered Accountants, (Firm Reg. No.101248W/W-100022), was appointed as the Statutory Auditors with effect from July 23, 2024 to fill the said casual vacancy till the conclusion of the Annual General Meeting and thereafter for a period of five years commencing from the conclusion of Forty Second Annual General Meeting till the conclusion of Forty Seventh Annual General Meeting of the Company.

The Audit Report did not contain any qualifications, reservations, adverse remarks or disclaimers and no fraud was reported by the Statutory Auditors of the Company to the Audit Committee pursuant to Section 143(12) of the Act.

b. Internal Auditors:

Based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. Deloitte Touche Tomastu

India LLP as the Internal Auditors of the Company for the financial year 2024-25.

The internal audit was completed as per the scope defined by the Audit Committee.

c. Cost Auditors:

The Company maintains cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. As per Section 148 of the Act, the Board of Directors have appointed M/s. Kiran J. Mehta & Co, Cost Accountants, (Firm Registration No.000025) as the Cost Auditors for the financial year 2025-26 at a remuneration of Rs.1,25,000/- p.a. on the recommendations of the Audit Committee.

The Board recommends ratification of the remuneration payable to the Cost Auditors for the year ending on March 31, 2026 by the Members at the ensuing Annual General Meeting.

The Cost Auditors'' Report did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company pursuant to Section 143(12) of the Act. The Cost Audit Report for the financial year 2023-24 was e-filed on August 22, 2024. The Cost Audit Report for the financial year 2024-25 is in progress and the report will be filed with the Ministry of Corporate Affairs, Government of India, within the statutory timeline.

d. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. JMJA & Associates LLP, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report issued by the Secretarial Auditors for the financial year 202425 is annexed herewith as ''Annexure I'' to this Report.

Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI Listing Regulation read with SEBI (LODR) (Third Amendment) Regulations, 2024, the Board has recommended to appoint M/s. MNB & Co LLP, Company Secretaries (Firm Registration No. L2020MH009600)as the Secretarial Auditors of the Company for the term of 5 (five) consecutive years i.e. from April 1, 2025 to March 31, 2030.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has not made any investment nor given any loan or provide any guarantee / security for repayment of loan under Section 186 of the Act.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or unethical behaviour or misconduct etc. For the Company''s policy on establishment of Vigil Mechanism for Directors and Employees, please refer to the point no.13 (iii) of the âCorporate Governance Reportâ annexed to the Board''s Report as ''Annexure II''.

The details of Whistle Blower Policy and Vigil Mechanism is also available on the Company''s website at https://www.welspunspecialty.com/policy.php.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo required pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given below.

During year under review, the Company has taken various initiatives to conserve energy and improve technology being used for production as discussed in detail hereunder. This has helped the Company in its journey on moving up the value chain.

A. Conservation of Energy

(i) the steps taken or impact on conservation of energy;

The following are measures taken during the

year under review:

â¢ Installed energy efficient pump at Rolling Mill Scale Pit (Replaced 55 KW to 35 KW).

â¢ Used alternate cooling pump for compressor cooling, which has eliminated 90 KW pump operation during SMS shutdown.

â¢ Installed 5.5 KW scale water pump for water recirculation in WHF during roll change/breakdown.

â¢ Put in place the Occupancy sensor for controlling air-conditioners and lighting at Pipe plant offices.

â¢ Installed auto level controller to control pump operation at various locations, eliminated the manual intervention, and reduced operational time.

(ii) the steps taken by the company for utilizing

alternate sources of energy;

â¢ The Company has signed agreement for procurement of hybrid (solar wind) power supply. During the year under review, the Company utilised 31 % Hybrid units against total power consumption.

â¢ Continued use of cleaner source of energy as NG with improved efficiency.

(iii) the capital investment on energy conservation equipment;

â¢ Energy conservation equipment were added to the production facility during the year under review with approximate cost Rs. 6.5 Lakhs.

B. Technology Absorption:

(i) the efforts made towards technology absorption;

â¢ SCADA implemented for bright bar peeling, reeler and belt polish for controlled force operation.

â¢ SCADA implemented in 3.5 & 4.5â pilger for auto control instead of manual control.

â¢ Auto control of gases in AOD instead of manual control to improve consistent quality

â¢ Developed largest section in caster having

dimension of 375 x 400 to meet specific

customer requirement

â¢ SCADA implementation in WHF for individual room traceability

â¢ AMLC Installed at caster

â¢ Introduction of shot peening operation to

meet specific product application for heat exchanger tubes

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

â¢ Development of roll set in blooming mill for processing of 140-150 mm dia from blooming mill only (Eliminate use of 3HI)

â¢ New Casting Size 375X 400

â¢ New product development - 9Cr, 13Cr, Super 13Cr, Super 304, Nitronic 60, 17-4Ph with new cycle to meet specific product requirement.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

Upgradation of Auto Mould Level Control at caster.

(iv) the expenditure incurred on Research and Development.

The products and process development are undertaken by the Company internally.

C. Capacity Enhancement & Technological Upgradation:

â¢ Extrusion PRESS with SCADA control in build with robotic loading.

â¢ Improved ball screw length in double hole drilling machine to accommodate billet upto 700 mm Length

â¢ Improved loading and unloading mechanism along with clamping position and methodology to improve throughput to double

â¢ Activated one more probe in ROTA UT to ensure consistent thickness check.

â¢ ROTA UT and Immersion UT upgradation.

D. Foreign exchange earnings and outgo

(i) Foreign exchange earned in terms of actual inflows during the year;

FOB Value of exports Rs.26,159 Lakhs (Previous Year Rs. 25,724 Lakhs).

(ii) Foreign exchange outgo during the year in terms of actual outflows;

Imports on CIF Basis/expenditure in foreign currency Rs. 5,551 Lakhs (Previous Year Rs. 11,862 Lakhs).

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance is annexed hereto as a part of this Report as ''Annexure II''. A certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under the SEBI Listing Regulations is attached to this report as ''Annexure III''. Management Discussion and Analysis is separately given in this Report as ''Annexure V''.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company has provided the Business Responsibility and Sustainability Report on voluntary basis which is annexed hereto as ''Annexure VI''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the Operating Management, and after due enquiry, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 March 31, 2025, and of the profit and loss of the Company for that period;

c) the directors had 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee in compliance with the SEBI Listing Regulations. The details of this Committee and its terms of reference are set out in the Corporate Governance Report.

The Board has approved Risk Management Policy (RMP) to effectively address financial, operational, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. The Risk Management Committee was formed and adopted its charter to periodically review the risk management process, risks and mitigation plans and provide appropriate advise in the improvement areas, if any, identified during the review.

Please refer to the Management Discussion and Analysis section attached to this Report for risks and threats relevant to the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The details of familiarization programme conducted for Independent Directors are disclosed on the website of the Company at link: https://www.welspunspecialty.com/policy.php. More than 2 hours were spent by the Independent Directors cumulatively in several familiarization program during the year under review.

CODE OF CONDUCT

The Company has a Code of Conduct for Board members and Senior Management Personnel. A copy of the Code has been put on the website of the Company for information of all the members of the Board and Senior Management Personnel at https://www.welspunspecialty.com/policy.php. Each Director and Senior Management Personnel including all functional heads, to which this code has been made applicable, have affirmed their compliance with the Code. A declaration by Mr. Anuj Burakia, CEO & Whole Time Director, to this effect given in the Corporate Governance Report forms part of this report.

PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In compliance with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on Prohibition and Prevention of Sexual harassment of women at the workplace.

The Company has complied with the provisions relating to constitution of Internal Complaint Committee (âICCâ) under

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The ICC comprises of internal as well as external members. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace and confirmation received from the Internal Complaints Committee of your Company, one case of sexual harassment was reported during the year under review which was resolved.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFCâ) within the meaning of the explanation of Section 134(5)(e) of the Act, the SEBI Listing Regulations and other relevant statutes applicable to the Company. The executive management and Internal Auditors continuously monitors the efficiency of the internal controls / compliance, with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organization''s risk management, control and governance processes. For the year ended March 31, 2025, the Board is of the opinion that the Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Also refer paragraph under caption "internal control systemâ in Management Discussion and Analysis forming part of this report.

The Internal Audit is carried by independent external audit firm consisting of qualified accountants, domain & industry experts, fraud risk and information technology specialists.

MISCELLANEOUS

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

The Company has not made any provision of money for the purchase of, or subscription for, shares of the Company or its holding company, to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required

During the year under review,

â¢ There was no change in the general nature of business of the Company;

â¢ No material change or commitment has occurred which would have adversely affected the financial position of the

Company between the end of the financial year to which the financial statements relate and the date of this report;

â¢ No share with differential rights was issued by the Company nor did the Company issue any equity share as sweat equity share;

â¢ No fraud took place in the Company during the year under review and hence, no such reporting was made to the Audit Committee and the Board under Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014;

â¢ No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Company''s operations in future;

â¢ There was no revision in the financial statements.

â¢ There was no instance of one-time settlement with any Bank or Financial Institution.

â¢ There are no agreements defined under clause 5A of paragraph A of part A of schedule III of the SEBI Listing Regulations that are binding on the Company.

â¢ No application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the financial year under review.

SAFETY

The Company conducts regularly Safety audit through competent authorities for its manufacturing facility located at Jhagadia, Bharuch, Gujarat. The Company also organizes various safety awareness programs to impart safety training to its employees.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and cooperation extended to the Company by financial institutions, banks, statutory and regulatory authorities, customers, suppliers and other agencies engaged with the Company. Your Directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

Mar 31, 2024

Your Directors are pleased to present the Forty-Second Annual Report together with Audited Financial Statement of the Company for the year ended 31st March 2024.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Sales and other income	71,817	43,259
Profit/(Loss) before interest, depreciation and exceptional items	7,733	3,149
Interest and Financial charges	3,325	3,031
Depreciation and Amortization	1,548	1,491
Profit/ (Loss) before exceptional items and tax	2,860	(1,374)
Profit/(Loss) before tax	2,860	(1,374)

2. OPERATIONS

Operations of the Company were as under:

Particulars	2023-24			2022-23
Particulars	Production (Qty M.T.)	Sales (Qty M.T.)	Gross Sales (Rs.in Lakhs)	Production (Qty M.T.)	Sales (Qty M.T.)	Gross Sales (Rs.in Lakhs)
Pipe	4,683	4,785	25,294	4,541	4,059	21,390
Steel	28,439*	15,903	43,762	16,985*	6,869	20,094
Others	-	-	611	-	-	299
Total	33,122	20,688	69,667	21,526	10,928	41,783

*Includes produced for Captive Consumption

By pursuing a well-defined business transformation strategy, the Company could achieve a complete turnaround during FY24 witnessing first year of consistent profitability.

During FY24, the Company faced many challenges, especially in the exports markets due to tough macro-economic scenarios viz. high inflation, higher interest rates leading to low optimism, rising geo political tensions and regional conflicts etc. Against this backdrop, the Company could make its successful foray into the USA markets backed by consistent focus to expand in new large geographies. The Company continue to receive encouraging product acceptance in terms of wide grade & size ranges, resulting into adding new customers as well as enhancing business with existing customers.

The domestic market opportunity also remains of an extremely high focus and priority for the Company. Given the right policy interventions, continued spending by the Government on infrastructure, energy and other strategic sectors, and the preference accorded to the domestic manufacturing industry, India focus remains integral to overall growth strategy of the Company. As a continuing endeavor, company remained highly focused on Research and Product Development thus successfully rolling out new grades / products in the market.

Major highlights of FY24:

â¢ Many high value grades developed and delivered during the year e.g. 904L, S30432, Alloy 800/H, Alloy 625, Low Cobalt Steel for Nuclear Power, Hollow Bars, Welsonic 50 etc.

â¢ Qualified by BHEL and NTPC for super critical boiler tubes of grade S30432 for first time to an indigenous integrated facility.

â¢ Geography and territory expansion continued with 45 new customer additions

â¢ Share of renewable electricity improved to 25% on an average for the full year

As the company scales up the business gradually, management focus continues to be on penetrating into newer markets, customer acquisition, developing and delivering new, value added and critical products. The Company also has been focusing on strategic tie ups and securing more approvals and accreditations.

Strong focus will also remain on sustainability. The Company has been increasing its share of renewable energy and also reducing carbon emission gradually.

3. SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2024 was Rs.565,00,00,000/- (Rupees Five Hundred Sixty Five Crore Only) divided into 55,00,00,000 (Fifty Five Crore) Equity shares of Rs.6/- (Rupees Six Only) each and 23,50,00,000 (Twenty Three Crore Fifty Lakh) Preference Share of Rs.10/- (Rupees Ten Only) each. The issued, subscribed and paid up share capital of the Company stood at Rs.368,95,77,646/- (Rupees Three Hundred Sixty Eight Crore Ninety Five Lakh Seventy Seven Thousand Six Hundred Forty Six only) as at March 31, 2024 comprising of 53,00,89,156 (Fifty Three Crore Eighty Nine Thousand One Hundred Fifty Six) equity shares of Rs.6/- (Rupees Six Only) each fully paid up and 5,09,04,271 (Five Crore Nine Lakh Four Thousand Two Hundred Seventy One) preference shares of Rs.10/- (Rupees Ten Only) each fully paid up. There was no change in the issued, subscribed and paid up share capital during the year under review.

4. DIVIDEND

With a view to maintain sufficient funds for working capital and growth of business, your Directors do not recommend any dividend for the financial year ended on March 31, 2024.

5. DIVIDEND DISTRIBUTION POLICY

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âSEBI Listing Regulationsâ), the Board of

Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Policy is annexed to this Report as ''Annexure I'' and is also available on the Company''s website at https://welspunspecialty.com/policy.php.

6. TRANSFER TO RESERVE

During the year under review, the Company did not transfer any amount to the general reserve.

7. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have subsidiary, associate and joint ventures companies.

8. NET WORTH STATEMENT

The Company''s financial statements has been prepared as per Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the âActâ) read with the Companies (Indian Accounting Standards) Rules, 2015. As per the Ind AS, Redeemable Preference Share Capital is shown as borrowing in the financial statement. However, as per Sections 2(57), 2(64) and 43 of the Act, the definition of Net Worth includes "paid-up share capital'''' i.e. equity share capital and preference share capital. Therefore, for the purpose of calculation of Net Worth, redeemable preference share capital is also considered as a part of the Net Worth.

Particulars	31.03.2024	31.03.2023
Equity Share Capital	31,805	31,805
Securities premium collected on Equity Share Capital	28,849	28,849
Redeemable	1,867	1,666
Preference Share
Capital
Redeemable Preference share capital adjustment account	3,775	3,775
Retained Earnings	(55,718)	(61,952)
General Reserve	553	553
Net Worth	11,131	4,696

9. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

a. Board of Directors:

In accordance with the provisions of the Act, and the Articles of Association of the Company, Mr. Vipul Mathur (DIN:07990476), Non-Executive Non-Independent Director, will retire by rotation at the 42nd Annual General Meeting and being eligible, has offered himself for re-appointment. The Board has recommended his re-appointment.

During the year under review, there was no change in the Directors of the Company.

b. Key Managerial Personnel:

During the year under review, there was no change in the Key Managerial Personnel of the Company.

c. Declaration by Independent Directors:

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standard of integrity.

d. Annual Evaluation of Board, its Committees and Directors :

The performance evaluation of the Board of Directors, its Committees and of Individual Directors were conducted by the entire Board (excluding

the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration SEBI''s guidance note on board evaluation and inputs received from the Directors, covering various aspects of the Board''s functioning viz. adequacy of the composition of the Board and its Committees, time spent by each of the Directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions and governance.

For the financial year 2023-24, the annual performance evaluation was carried out by the Independent Directors, the Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-Independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory to the Board.

e. Meetings of the Board of Directors:

Five (5) meetings of Board of Directors were held during the financial year 2023-24, the details of which are given in point 2(b) of the âCorporate Governance Reportâ annexed to this Report as ''Annexure III''.

f. Committees of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, the Risk Management Committee, as applicable, and meetings of those committees held during the year under review is given in the âCorporate Governance Reportâ annexed to this Report as Annexure III''.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

10. DISCLOSURE AS PER SECTION 197(12) AND RULE 5 (1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Independent Directors are paid sitting fees at a fixed rate per meeting of the Board or the Committee attended by them and as such the same can''t compare with the remuneration to the employees.

(i)	the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year	Ratio in case of Mr. Anuj Burakia, CEO& WTD is 1:74
(ii)	the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:	Anuj Burakia	CEO&WTD	49.72%
		Brijveer Singh	CFO	77.82%
		Suhas Pawar	CS	18.13%
(iii)	the percentage increase in the median remuneration of employees in the financial year:	Median remuneration decreased by 0.97%.
(iv)	the number of permanent employees on the rolls of company	643 as on March 31, 2024.
(v)	average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:	The average increase in remuneration of employees excluding KMP in last financial year was 11.58%. The remuneration of the CEO & Whole Time Director and the CFO is decided based on the individual performance as well as performance of the Company, inflation, prevailing industry trends and benchmarks.
(vi)	Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the year ended March 31, 2024 was as per the Remuneration Policy of the Company.

11. PARTICULARS OF EMPLOYEES

The details of employees of the Company drawing remuneration as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

Sr. No.	Name	Designation	Remuneration Drawn During The Year (Rs.)	Nature of Employment	Qualification	Experience (Years)	Date of Commencement of Employment	Age	Last Employment	% of Equity Shares	Relative
1	Anuj Burakia	CEO & Whole Time Director	2,58,54,028	Contract	Chartered Accountant	22	29-July-21	45	Welspun Group	0.20%	No
2	Vipul Sutaria	President	1,28,76,550	Permanent	BE - Mechanical, PGDBM Marketing	24	11-Oct-21	50	Saarloha (Erstwhile Kalyani Carpenter)	NIL	No
3	Narendra Kumar Bhandari*	President	61,54,617	Permanent	Chartered Accountant	22	25-Sep-09	63	Fata Tanning	0.00%	No
4	MV Rajasekhar	Assistant Vice President	68,76,953	Permanent	M. Sc (Tech), M.M.S.	30	09-Jun-22	55	Tubacex Prakash India Ltd	NIL	No
5	Brijveer Singh	Vice President	63,72,843	Permanent	Chartered Accountant	27	02-May-22	53	Afri Ventures FZE	NIL	No
6	Nityanand Shukla*	Vice President	42,34,842	Permanent	B.Sc, BE - Mechanical, MBA	35	11-Oct-21	57	Bhawani Industries Pvt Ltd	NIL	No
7	Anil Kumar Singh Rana	Assistant Vice President	56,43,282	Permanent	BE - Electrical	20	05-May-10	54	Star Wire (India) Limited	NIL	No
8	Gouri Shankar Roy*	Senior Vice President	49,66,120	Permanent	B.Sc Mechanical Engineering, PGDBA in Operations Management	30	11-Nov-23	54	Timkenâs Mill-Tec business managing 26 mill sites	NIL	No
9	Manas Ranjan Dash	Assistant Vice President	43,18,345	Permanent	BA, LLB, PGD in HRD	29	29-Nov-19	54	Enzen Group	NIL	No
10	Avadhesh Kumar Porwal	Senior General Manager	41,82,428	Permanent	Diploma - Mechanical	26	09-Oct-17	55	Welspun Corp Limited	NIL	No
11	Saubhag Sharma	General Manager	32,20,164	Permanent	Chartered Accountant		02-Jan-12	34	-	NIL	No

Remuneration policy and criteria for making payment to Non-Executive Directors:

Pursuant to Section 178 (3) of the Act and provisions of SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) and the Board of Directors at their respective meetings held on 5th February, 2019 had approved and recommended a revamped policy relating to criteria for determining qualifications, positive attributes and Independence of Directors, the remuneration for the Directors, Key Managerial Personnel and other employees.

12. EMPLOYEE STOCK OPTIONS

The Company have not granted stock options during the year under review, the disclosures as required under Regulation 14 of the SEBI (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as under:

(I) A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including -
(a) Name of the ESOP Plan	RMG Alloy Steel Ltd Employee Stock Options (Senior Management Personnel) Scheme 2018
(b) Date of shareholders'' approval	15.05.2018
(c) Total number of options approved under ESOS	20,00,000
(d) Vesting requirements	The Vesting of ESOPs shall happen at every anniversary of the date of grant in quantum of 35% and 35% of the total ESOPs granted for the first 2 years and 30% of the total ESOPs granted shall vest on completion of 2 years 3 months from the date of grant*
(e) Exercise price or pricing formula	Nil
(f) Maximum term of options granted	Upto the third anniversary from the date of Vesting
(g) Source of shares (primary, secondary or combination)	Primary
(h) Variation in terms of options	-
(II) Method used to account for ESOS - Intrinsic or fair value.	Fair Value
(III) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.	Not Applicable
(IV) Option movement during the year
Number of options outstanding at the beginning of the period	Nil
Options granted	Nil
Options vested	Nil
Options exercised	Nil
The total number of shares arising as a result of exercise of option	Nil
Options forfeited / lapsed	Nil
The exercise price	Nil
Money realized by exercise of options	Nil

Loan repaid by the Trust during the year from exercise price received	Not Applicable
Number of options outstanding at the end of the year	Nil
Number of options exercisable at the end of the year	Nil
Employee wise details of options granted to:-
â¢ Senior managerial personnel (including Key Managerial Personnel)	Nil
â¢ Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year	Nil
â¢ Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	Nil
â¢ Lock-in period, if any	Nil
â¢ the conditions under which option vested in employees may lapse	Options which are vested but not exercised; Upon resignation prior to retirement.
Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 âEarnings Per Share.	Nil
Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock	Nil
A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:	Not applicable.
a) the weighted average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk free interest rate and any other inputs to the model;
b) the method used and the assumptions made to incorporate the effects of expected early exercise;	-
c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility;
d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition.
Disclosure in respect of grants made in three years prior to IPO under each ESOS	Not Applicable
The Company has complied with the applicable accounting standards.

13. DEPOSITS

14. ANNUAL RETURN

15. DETAILS OF RELATED PARTY TRANSACTIONS

The Company''s policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website https://www.welspunspecialty.com/policy.php

Save and except as disclosed in the financial statements, none of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, please refer Note no.39 for details of related party transactions.

16. AUDITORS AND THEIR REPORTS Statutory Auditors:

M/s. Price Waterhouse Chartered Accountants LLP (''PWCAL''), Chartered Accountants (Firm Registration No. 012754N/N500016) were appointed as the Statutory Auditors of the Company, to hold office for a period of 5

(five) years from the conclusion of 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company, in terms of the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Internal Auditors:

Based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. Deloitte Touche Tomastu India LLP as the Internal Auditors of the Company for the financial year 2024-25.

M/s. KPMG Assurance and Consulting Services LLP were appointed as the Internal Auditors of the Company for the financial year 2023-24.The internal audit was completed as per the scope defined by the Audit Committee.

Cost Auditors:

The Company maintains cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. As per Section 148 of the Act, the Board of Directors have appointed M/s. Kiran J. Mehta & Co, Cost Accountants, (Firm Registration No.000025) as the Cost Auditors for the financial year 2024-25 at a remuneration of Rs.65,000/- p.a. on the recommendations of the Audit Committee.

The Board recommends ratification of the remuneration payable to the Cost Auditors for the year ending on March 31, 2025 by the Members at the ensuing Annual General Meeting.

The Cost Auditors'' Report did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company pursuant to Section 143(12) of the Act. The Cost Audit Report for the financial year 2022-23 was e-filed on September 29, 2023. The Cost Audit Report for the financial year 2023-24 is in progress and the report will be filed with the Ministry of Corporate Affairs, Government of India, within the statutory timeline.

Secretarial Auditors:

has been appointed as the Secretarial Auditors of the Company for the financial year 2024-25. The Secretarial Audit Report issued by the Secretarial Auditors for the financial year 2023-24 is annexed herewith as ''Annexure II'' to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks and no frauds were reported by the Secretarial Auditors to the Company under Section 143(12) of the Act., except the reporting on filing of compounding application by the Company with respect to non-filing of cost audit report for the financial year 2018-19, as reproduced herein below and which in the opinion of the Board self-explanatory and does not require further explanation:

âThe Company and the CEO& Whole Time Director have paid the compounding fees as per the Order of the Regional Director bearing No. RD(NWR)/441/Sec.148/01/2023-24 for compounding of offence committed under Section 148 of the Companies Act, 2013.â

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has not made any investment nor given any loan or provide any guarantee / security for repayment of loan under Section 186 of the Act.

18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or unethical behavior or misconduct etc. For the Company''s policy on establishment of Vigil Mechanism for Directors and Employees, please refer to the point no.13 (iii) of the âCorporate Governance Reportâ annexed to the Directors'' Report as Annexure III''.

The details of Whistle Blower Policy and Vigil Mechanism is also available on the Company''s website at https://www.welspunspecialtv.com/policv.php.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo required pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given below.

During year under review, the Company has taken various initiatives to conserve energy and improve technology being used for production as discussed in detail hereunder.

This has helped the Company in its journey on moving up

the value chain.

A. Conservation of Energy

(i) the steps taken or impact on conservation of energy;

The following are measures taken during the year under review:

â¢ Replaced the existing shed lights with energy efficient LED lighting and all new requirements met with LED.

â¢ Installed timing based controller to operate the external lighting in portion of plant. Balance under implementation.

â¢ Replaced two main water complex pumps with energy efficient pumps.

â¢ VFD installed at Bar peeling machine for energy optimisation.

â¢ Power manager (auto controller) for optimum allocation of power to production units thereby conserving energy as well as ensuring optimum production.

(ii) the steps taken by the company for utilizing alternate sources of energy;

The Company has signed agreement for procurement of hybrid (solar wind) power supply. In the financial year 2023-24, the Company utilised 24 % Hybrid units against total power consumption.

(iii) the capital investment on energy conservation equipment;

Energy conservation equipment were added to the production facility during the year under review with approximate cost Rs. 6 Lakhs.

B. Technology Absorption:

(i) the efforts made towards technology absorption;

â¢ Mould Oscillation Table changed with variable stroke for casting quality improvement.

â¢ Recipe based programme developed and implemented on caster to reduce human dependency.

â¢ AMLC upgradation in progress to achieve precise mould level controls and quality of blooms.

â¢ Robotics installation at extrusion press - In Progress.

â¢ Servo Motors installed in 4.5â Pilger with PLC and HMI.

â¢ Upgradation of Immersion UT Machine Electronics.

â¢ Hot Air Blower Installed for Tube Drying.

â¢ Online Environment Monitoring System Installed.

â¢ Two new sewage Treatment Plants Installed.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

â¢ Transfer process of Billets to extrusion modification under process from manual to Robotic.

â¢ 400 Dia ingot Casting to improve centre looseness.

â¢ 250 Dia Rolling to cater improve product mix.

â¢ Hollow Bar Extrusion initiated to improve market penetration.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

Upgradation of Auto Mould Level Control at caster.

(iv) the expenditure incurred on Research and Development.

The products and process development are undertaken by the Company internally.

C. Capacity Enhancement & Technological Upgradation:

â¢ Additional bar cutting machines at Rolling Mill.

â¢ Additional honing Machine installed to augment production capacity.

D. Foreign exchange earnings and outgo

(i) Foreign exchange earned in terms of actual inflows during the year;

FOB Value of exports Rs. 25,724 Lakhs (Previous Year Rs. 15,266 Lakhs).

(ii) Foreign exchange outgo during the year in terms of actual outflows;

Imports on CIF Basis/expenditure in foreign currency Rs. 11,862 Lakhs (Previous Year Rs. 4,802 Lakhs).

20. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance is annexed hereto as a part of this Report as ''Annexure III''. A certificate from the Secretarial Auditors

of the Company regarding compliance of conditions of Corporate Governance as prescribed under the SEBI Listing Regulations is attached to this report as ''Annexure IV''. Management Discussion and Analysis is separately given in this Report as ''Annexure VI''.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company has provided the Business Responsibility and Sustainability Report on voluntary basis which is annexed hereto as ''Annexure VII''.

22. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the Operating Management, and after due enquiry, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 31st March 2024 and of the profit and loss of the Company for that period;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. RISK MANAGEMENT

The Company has constituted a Risk Management Committee in compliance with the SEBI Listing

Regulations. The details of this Committee and its terms of reference are set out in the Corporate Governance Report.

Please refer to point C of the Management Discussion and Analysis section attached to this Report for risks and threats relevant to the Company.

24. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The details of familiarization programme conducted for Independent Directors are disclosed on the website of the Company at link: https://www.welspunspecialty.com/policy. php. More than 3 hours were spent by the Independent Directors cumulatively in several familiarization program during the year under review.

25. CODE OF CONDUCT

The Company has a Code of Conduct for Board members and Senior Management Personnel. A copy of the Code has been put on the website of the Company for information of all the members of the Board and Senior Management Personnel at https://www.welspunspecialtv.com/policv. php. Each Director and Senior Management Personnel including all functional heads, to which this code has been made applicable, have affirmed their compliance with the Code. A declaration by Mr. Anuj Burakia, CEO & Whole Time Director, to this effect given in the Corporate Governance Report forms part of this report.

26. PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has complied with the provisions relating to constitution of Internal Complaint Committee (âICCâ) under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The ICC comprises of internal as well as external members.

Disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year under Report are as under:

27. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ) within the meaning of the explanation of Section 134(5)(e) of the Act, the SEBI Listing Regulations and other relevant statutes applicable to the Company. The executive management and Internal Auditors continuously monitors the efficiency of the internal controls / compliance, with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organization''s risk management, control and governance processes. For the year ended March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Also refer paragraph under caption âinternal control systemâ in Management Discussion and Analysis forming part of this report.

The Internal Audit is carried by independent external audit firm consisting of qualified accountants, domain & industry experts, fraud risk and information technology specialists.

28. MISCELLANEOUS

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the

Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the	Nil
financial year
Number of complaints disposed of during the	Nil
financial year
Number of complaints pending as on end of	Nil
the financial year

provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

During the year under review,

â¢ There was no change in the general nature of business of the Company;

â¢ No material change or commitment has occurred which would have adversely affected the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report;

â¢ No share with differential rights was issued by the Company nor did the Company issue any equity share as sweat equity share;

â¢ No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Company''s operations in future;

â¢ There was no revision in the financial statements.

â¢ There was no instance of one-time settlement with any Bank or Financial Institution.

â¢ There are no agreements defined under clause 5A of paragraph A of part A of schedule III of the SEBI Listing Regulations that are binding on the Company.

29. SAFETY

30. ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Balkrishan Goenka Anuj Burakia

Chairman CEO & Whole Time Director

DIN: 00270175 DIN: 02840211

Place: Mumbai

Date: April 26, 2024

Mar 31, 2023

The Directors are pleased to present the Forty-First Annual Report together with Audited Financial Statement of the Company for the year ended March 31, 2023.

1. FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars	2022-23	2021-22*
Sales and other income	43,259	18,241
Profit/(Loss) before interest, depreciation and exceptional items	3,149	74
Interest and Financial charges	3,031	1,869
Depreciation and Amortization	1,491	1,449
Profit/ (Loss) before exceptional items and tax	(1,374)	(3,244)
Profit/(Loss) before tax	(1,374)	(3,244)
*Restated

2. OPERATIONS

Operations of the Company were as under:

Particulars	2022-23			2021-22
Particulars	Production (Qty M.T.)	Sales (Qty M.T.)	Gross Sales (Rs.in Lakhs)	Production (Qty M.T.)	Sales (Qty M.T.)	Gross Sales (Rs.in Lakhs)
Pipe	4,541	4,059	21,390	2,837	2,915	11,878
Steel	16,985*	6,869	20,094	5,418*	1,531	4,018
Others	-	-	299	-	-	433
Total	21,526	10,928	41,783	8,255	4,446	16,329
*Includes produced for Captive Consumption

The Company continued on its growth trajectory in FY23.

The Company''s one of the major market EU saw a GDP contraction of 0.1% Q1/CY23 (Q4/FY23). However, the Company continues to calibrate its strategy and accelerate its sales in these markets. Additionally, the Company has made a strategic plan to enter the USA Market by leveraging on its product portfolio, market experience and resources in the USA.

In spite of numerous challenges including significant ones like sudden imposition of export duty (15%) on company''s products which remained in force for substantial part of the FY23, volatility faced w.r.t prices of certain key raw materials like nickel, molybdenum, refractories etc., the Company continued to grow on volumes and kept moving up the value chain. During the year under review, the Company successfully developed number of new grade materials and products. These products in form of bars and pipes & tubes were supplied to leading

international & domestic customers, and to projects of national

significance.

Some of the major achievements are:

â¢ Total order book at the close of the year for stainless steel bars and pipes & tubes stood at Rs.155 crores and growing.

â¢ The Stainless Steel bar offering size range expanded from erstwhile from 50 - 200mm to now 25 - 350mm in diameter, a unique wide range for the customers.

â¢ Received BIS IS-17875 Certification for seamless pipes & tubes in addition to IS-6529 (for Blooms / Ingots ) and IS-6603 (for Rolled Bars)

â¢ Successfully developed, produced and delivered new grades including Monel 400 tubes to a large Oil & Gas PSU, HP heater (High Pressure Heater) U-bent tubes in Grade 304N, Ni-Alloy Grade UNS N08825 Pipes amongst others.

The Company now produces a wide spectrum of products in stainless steel segment and continue to expand this range.
Seamless Pipes & Tubes	Cast Blooms & Ingots and Rolled Bars	SS & Ni-Alloy Material Grade Categories
Schedule Pipe Sizes (B36.19)	As-Cast Ingots	Austenitic
Heat Exchanger Tubes	Ingot Rolled Bars	Martensitic
ISO Pipe Sizes	As-Cast Blooms	Ferritic
Hydraulic & Instrumentation Tubing	Hot rolled Rounds & RCS	Super Austenitic
Hollow Bars	Forged Rounds	High Nickel Alloys
U-bent Tubes	Bright Bars	High Alloy Steel
Square Tubes	Heat Treated Bars	Customized Chemistry

The Company plans to continue its growth journey through technical innovations, development of new and niche materials, indigenisation efforts for import alternatives, market geography expansion etc. The Company continues to focus on indigenisation especially w.r.t projects of National importance and contribute towards the mission of Atmanirbhar Bharat / Make in India initiative of Government of India.

To achieve all these objectives, the Company will continue to invest into digital & automation initiatives, training & skill upgradation of its team, focus on reducing carbon footprint etc.

3. SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2023 was Rs.565,00,00,000/- (Rupees Five Hundred Sixty Five Crore Only) divided into 55,00,00,000 (Fifty Five Crore) Equity shares of Rs.6/- (Rupees Six Only) each and 23,50,00,000 (Twenty Three Crore Fifty Lakh) Preference Share of Rs.10/- (Rupees Ten Only) each. The issued, subscribed and paid up share capital of the Company stood at Rs.368,95,77,646/- (Rupees Three Hundred Sixty Eight Crore Ninety Five Lakh Seventy Seven Thousand Six Hundred Forty Six only) as at March 31, 2023 comprising of 53,00,89,156 (Fifty Three Crore Eighty Nine Thousand One Hundred Fifty Six) equity shares of Rs.6/- (Rupees Six Only) each fully paid up and 5,09,04,271 (Five Crore Nine Lakh Four Thousand Two Hundred Seventy One) preference shares of Rs.10/- (Rupees Ten Only) each fully paid up. There was no change in the issued, subscribed and paid up share capital during the year under review.

4. DIVIDEND

In view of losses during the year, your Directors do not recommend any dividend for the financial year ended on March 31, 2023.

5. DIVIDEND DISTRIBUTION POLICY

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe SEBI Listing Regulationsâ), the Board of

6. TRANSFER TO RESERVE

During the period ended September 2022, the Company reassessed the nature of 12% Non-Cumulative Redeemable Preference Shares. For reassessment the company had taken opinions of various consultants and professionals. Based on the analysis they have been classified as compound financial instrument resulting change in liability portion of the instruments. Basis the change, the revised liability portion of the instrument as disclosed under non-current borrowing on April 01, 2021, is Rs. 1,315 lakhs as compared to the originally reported liability of Rs. 5,090 lakhs, thus an amount of Rs.3775 lakhs was transferred to Equity component of Noncumulative redeemable Preference share Reserve during the year under review. The revised amount of other equity as on April 01,2021, is Rs. (24,113) lakhs as compared to the originally reported amount of Rs. (27,888) lakhs. This change has resulted into an increase in the loss for the year ended March 31, 2022, by Rs. 166 lakhs and Rs 185 lakhs for the year ended March 31, 2023.

7. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have subsidiary, associate and joint ventures companies.

8. NET WORTH STATEMENT

The Company''s financial statement has been prepared as per Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the âActâ) read with the Companies (Indian

Accounting Standards) Rules, 2015. As per the Ind AS, Non-Cumulative Redeemable Preference Share Capital is shown as borrowing in the financial statement. However, as per Sections 2(57), 2(64) and 43 of the Act, the definition of Net Worth includes "paid-up share capital'' i.e. equity share capital and preference share capital. Therefore, for the purpose of calculation of Net Worth, Non-Cumulative Redeemable Preference Share Capital is also considered as a part of the Net Worth.

(Rs. in Lakhs)
Particulars	31.03.2023	31.03.2022
Equity Share Capital	31,805	31,805
Securities premium collected on Equity Share Capital	28,849	28,849
Non-Cumulative	1,666	1,481
Redeemable
Preference Share
Capital
Non-Cumulative Redeemable Preference share capital adjustment account	3,775	3,775
Retained Earnings	(61,952)	(60,561)
General Reserve	553	553
Net Worth	4,696	5,902

9. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)a. Board of Directors:

In accordance with the provisions of the Act, and the Articles of Association of the Company, Mr. Prakashmal Tatia (DIN: 06559106), Non-Executive Non-Independent Director, will retire by rotation at the 41st Annual General Meeting and being eligible, has offered himself for re-appointment. The Board has recommended his re-appointment.

During the year under review, Ms. Amita Misra (DIN: 07942122) and Mr. K. H. Viswanathan (DIN: 00391263) were appointed as the Independent Directors of the Company for a term of four years from April 27, 2022 till April 26, 2026. Mr. Vipul Mathur (DIN: 007990476) was appointed as a Non-Executive, Non-Independent Director of the Company with effect from April 27, 2022.

b. Key Managerial Personnel:

During the year under review, Mr. Brijveer Singh was appointed as the Chief Financial Officer and Mr. Suhas Pawar (ACS-36560) was appointed as the Company Secretary and Compliance Officer of the Company, both with effect from October 31,2022.

Ms. Rashmi Mamtura resigned as the Company Secretary and Compliance Officer of the Company on September 28, 2022, and Mr. Narendra Kumar Bhandari resigned as the Chief Financial Officer of the Company on October 31,2022. The Board placed on record its appreciation for the services rendered by Mr. Bhandari and Ms. Mamtura during their tenure with the Company.

c. Declaration by Independent Directors:

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standard of integrity.

d. Annual Evaluation of Board, its Committees and Directors :

taking into consideration SEBI''s guidance note on board evaluation and inputs received from the Directors, covering various aspects of the Board''s functioning viz. adequacy of the composition of the Board and its Committees, time spent by each of the Directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions and governance.

For the financial year 2022-23, the annual performance evaluation was carried out by the Independent Directors, the Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-Independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory to the Board.

e. Meetings of the Board of Directors:

Six (6) meetings of Board of Directors were held during the financial year 2022-23, the details of which are given in point 2(b) of the âCorporate Governance Reportâ annexed to this Report as âAnnexure IVâ.

f. Committees of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, the Risk Management Committee, as applicable, and meetings of those committees held during the year under review is given in the âCorporate Governance Reportâ annexed to this Report as âAnnexure IVâ.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

Remuneration policy and criteria for making payment to Non-Executive Directors:

Certificate from M/s. Mihen Halani & Associates, Company Secretaries, Secretarial Auditors of the Company with respect to the implementation of Welspun Employee Stock Option Scheme would be placed before the members at the ensuing Annual General Meeting of the Company and a copy of the same shall be available for inspection at the Registered office of the Company.

13. DEPOSITS

14. ANNUAL RETURN

15. DETAILS OF RELATED PARTY TRANSACTIONS

Details of arrangement entered into with related parties under Section 188 (related party) pursuant to Rule 8 (2) of the Companies (Accounts) Rules, 2014 are mentioned in form AOC-2 enclosed as âAnnexure IIâ.

The Company''s policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website https://www.welspunspecialty.com/policy.php

Save and except as disclosed in the financial statements, none of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, please refer to note no.40 for details of transactions with Welspun Corp Ltd, being the Holding Company and hence a related party.

16. AUDITORS AND THEIR REPORTS Statutory Auditors:

M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/ N500016) has been appointed as the Statutory Auditors of the Company, to hold office for a period of 5 (five) years from the conclusion of 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company, in terms of the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors have issued unqualified Auditors'' Report for the year ended March 31, 2023. The Statutory Auditors'' observations read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

Internal Auditors:

M/s. KPMG Assurance and Consulting Services LLP were appointed as the Internal Auditors of the Company. The internal audit was completed as per the scope defined by the Audit Committee.

Cost Auditors:

The Company maintains cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. As per Section 148 of the Act, the Board of Directors have appointed M/s. Kiran J. Mehta & Co, Cost Accountants, (Firm Registration No.000025) as the Cost Auditors for the financial year 2023-24 at a remuneration of Rs.50,000/- p.a. on the recommendations of the Audit Committee.

The Board recommends ratification of the remuneration payable to the Cost Auditors for the year ending on March 31, 2024 by the Members at the ensuing Annual General Meeting.

The Cost Auditors'' Report did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company pursuant to Section 143(12) of the Act. The Cost Audit Report for the financial year 2021-22 was filed on September 28, 2022. The Cost Audit Report for the financial year 2022-23 is in progress and the report will be filed with the Ministry of Corporate Affairs, Government of India, within the statutory timeline.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. JMJA & Associates LLP, Practicing Company Secretaries, has been appointed as the Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report issued by the erstwhile Secretarial Auditors M/s. Mihen Halani & Associates for the financial year 2022-23 is annexed herewith as ''Annexure III'' to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks and no frauds were reported by the Secretarial Auditors to the

Company under Section 143(12) of the Act., except the reporting on filing of compounding application by the Company with respect to non-filing of cost audit report for the financial year 2018-19, as reproduced herein below and which in the opinion of the Board self-explanatory and does not require further explanation:

''In respect of a notice received from the Ministry of Corporate Affairs-Cost Audit Branch through their e-mail dated December 13, 2022, the Company has made an application to the Registrar of Companies, Gujarat, for compounding of offence under section 148 of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, for non-filing of Cost Audit Report for the financial year ended March 31, 2019. The said application was disposed of by the Joint Director, the Regional Director North-Western Region, Ministry of Corporate Affairs, Ahmedabad on May 4, 2023, on payment of compounding fees of Rs.1,00,000/- by the Company and Rs. 25,000/- by the Whole Time Director.â

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has not made any investment nor given any loan or provided any guarantee / security for repayment of loan under Section 186 of the Act.

18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The details of Whistle Blower Policy and Vigil Mechanism is also available on the Company''s website at https://www.welspunspecialty.com/policy.php.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo required pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given below.

During year under review, the Company has taken various initiatives to conserve energy and improve technology being used for production as discussed in detail hereunder.

This has helped the Company in its journey on moving up the value chain.

A. Conservation of Energy

(i) the steps taken or impact on conservation of energy;

The following are measures taken during the year under review:

The Company has installed Energy Management system which helps in controlling the excess power drawing from the Grid and optimising of Induction furnace operations. At any point plant overall power does not cross the set demand.

Upgradation of Induction Heating PLC

Programming to reduce cycle time of furnace. This has resulted in reduction of power consumption in Press system.

The Company has completed Boiler steam lines insulation work which results into 100% condensate recovery and reduction in condensate formation.

Replacement of Cooling Tower fills resulting in lower energy consumption.

Installation of new biomass based boiler which has significantly reduced energy consumption required for FO fired boiler.

(ii) the steps taken by the company for utilizing alternate sources of energy;

The Company has signed agreement for procurement of hybrid (solar wind) power supply. This power shall be available from the beginning of the next financial year.

Installed new biomass based boiler in place of FO fired boiler using biomass briquettes as a fuel source.

(iii) the capital investment on energy conservation equipment;

Various energy conservation equipment were added to the production facility during the year under review with approximate cost 1.35 crore.

B. Technology Absorption:

(i) the efforts made towards technology absorption;

Polymer quenching technique is adapted for SS Bars quenching in place of oil quenching technique. This provides a better production quality.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

As a result of shifting from manual to mechanical ID the Company is able to get uniform glass powder coating inside the billet hence, the quality of product is improved.

Modified glass lubrication system has reduced overall glass consumption.

Introduction of polymer quenching technique has resulted in higher safety then earlier technique.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

No technology has been imported during the last three years.

(iv) the expenditure incurred on Research and Development.

The products and process development are undertaken by the Company internally.

C. Capacity Enhancement & Technological Upgradation:

â¢ Installed Chamfering machine to chamfer dia upto 80mm.

â¢ Developed new tooling for extrusion process to get better throughput.

â¢ Installation of new Pickling Crane for handling material.

â¢ Installation of new pipe cutting station for increase in pipe cutting capacity.

D. Foreign Exchange Earnings and Outgo

(i) Foreign exchange earned in terms of actual inflows during the year;

FOB Value of exports Rs. 15,266 Lakhs (Previous Year Rs.2,272 Lakhs).

(ii) Foreign exchange outgo during the year in terms of actual outflows;

Imports on CIF Basis/ expenditure in foreign currency Rs.4,802 Lakhs (Previous Year Rs.1,501 Lakhs).

20. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance is annexed hereto as a part of this Report as

âAnnexure IVâ. A certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under the SEBI Listing Regulations is attached to this report as âAnnexure Vâ. Management Discussion and Analysis is separately given in this Report as âAnnexure VIIâ.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the Operating Management, and after due enquiry, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 March 31, 2023 and of the profit and loss of the Company for that period;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) of the SEBI Listing Regulations as amended from time to time and based on the market capitalization as on the financial year ended March 31, 2023, the Company is not required to submit the Business Responsibility and Sustainability Report for the financial year 2022-23.

23. RISK MANAGEMENT

Please refer to point C of the Management Discussion and Analysis section attached to this Report for risks and threats relevant to the Company.

24. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The details of familiarization programme conducted for Independent Directors are disclosed on the website of the Company at link : https://www.welspunspecialty.com/policy.php. More

than 6 hours were spent by the Independent Directors cumulatively in several familiarization programs during the year under review.

25. CODE OF CONDUCT

The Company has a Code of Conduct for Board Members and Senior Management Personnel. A copy of the Code has been put on the website of the Company for information of all the members of the Board and Senior Management Personnel at https://www.welspunspecialty.com/policy.php. Each Director and Senior Management Personnel including all functional heads, to which this code has been made applicable, have affirmed their compliance with the Code. A declaration by Mr. Anuj Burakia, CEO & Whole Time Director, to this effect given in the Corporate Governance Report forms part of this report.

26. PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In compliance with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has

put in place a Policy on Prohibition and Prevention of Sexual harassment of women at the workplace.

The Company has complied with the provisions relating to constitution of Internal Complaint Committee (âICCâ) under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act 2013. The ICC comprises of internal as well as external members.

Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending as on end of the financial year	Nil

27. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ) within the meaning of the explanation of Section 134(5)(e) of the Act, the SEBI Listing Regulations and other relevant statutes applicable to the Company. The executive management and Internal Auditors continuously monitors the efficiency of the internal controls / compliance, with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organization''s risk management, control and governance processes. For the year ended March 31, 2023, the Board is of the opinion that the Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Also refer paragraph under caption âinternal control systemâ in Management Discussion and Analysis forming part of this report.

The Internal Audit is carried by independent external audit firm consisting of qualified accountants, domain & industry experts, fraud risk and information technology specialists.

28. MISCELLANEOUS

During the year under review,

â¢ There was no change in the general nature of business of the Company;

â¢ No share with differential rights was issued by the Company nor did the Company issue any equity share as sweat equity share;

â¢ No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Company''s operations in future;

29. SAFETY

30. ACKNOWLEDGEMENT

Mar 31, 2018

DIRECTORSâ REPORT

To,

The Members,

RMG Alloy Steel Limited,

The directors are pleased to present the Thirty Sixth Annual Report together with Audited Financial Statement of the Company for the year ended 31st March 2018.

FINANCIAL RESULTS

(Rs. in Lakh)

Particulars	2017-18	2016-17
Sales and other income	24,478	26,821
Profit/(Loss) before interest, depreciation and exceptional items	(606)	(922)
Interest and Financial charges	4,683	4,507
Depreciation and Amortization	661	662
Profit/ (Loss) before exceptional items and tax	(5,950)	(6,091)
Exceptional items	500	250
Profit/(Loss) before tax	(5,450)	(5,842)

OPERATIONS

Operations of the Company were as under:

2017-18

2016-17

Particulars

Production

(Tones)

Sales (Qty M.T.)

Gross Sales (Rs.in Lacs)

Production

(Tones)

Sales (Qty M.T.)

Gross Sales (Rs.in Lac)

Steel

40,845

41,106

24,164

46,371

46,654

26,283

The year witnessed unfavorable balance towards cost of Electric Arc Furnace raw material includes steel scrap, electrode graphite and refractories compared to Blast Furnace/Mini Blast Furnace route. In order to overcome such challenges, the Company moved towards niche segment i.e. ingot and large size, which helped in improving the realization but with the overall sector demand being limited, plant utilization was lower. Further the Company decided to go for strategic / major maintenance work for 2-3 months during monsoon so as to gear up for anticipated growth of business promised by an overall positive sector outlook.

DIVIDEND AND RESERVES

In view of the net loss, your directors could not recommend any dividend for the financial year ended on March 31, 2018 nor could propose to transfer any amount to reserves.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013 (the âActâ), your directors hereby confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 31st March 2018 and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

36TH ANNUAL REPORT 2017-2018

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) a. Board of Directors:

During the year Mr. Aneel Lasod and Ms. Amita Karia were appointed by members in their Annual General Meeting held on September 26, 2017.

Mr. Hanuman Kanodia and Mr. Aneel Lasod resigned with effect from August 6, 2018.

Mr. Anuj Burakia, Whole Time Director of the Company retiring by rotation at the 36th Annual General Meeting and being eligible, has offered himself for reappointment. Board has recommended his reappointment.

Five (5) meetings of Board of Directors were held during the financial year 2017-18, the details of which are given in the Corporate Governance Report.

b. Key Managerial Personnel:

Mr. Nilesh Javker, Company Secretary of the Company resigned, and Ms. Rashmi Mamtura was appointed to fill the vacancy for the position of the Company Secretary of the Company, with effect from August 6, 2018.

c. Declaration by Independent Directors:

Mr. Atul Desai, Mr. Ashok Jain and Ms. Amita Karia, independent directors have given declaration that they meet the criteria of independent directors as provided in Section 149(6) of the Companies Act, 2013. However, Mr. Ashok Jain subsequently resigned from the directorship w.e.f. August 6, 2018.

d. Annual Board Evaluation:

In compliance with the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors and the results were satisfactory.

e. Disclosure as per Section 197(12) and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: the ratio can not be derived as no remuneration was paid to any directors during the year under consideration.

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: there was no increase in remuneration of Directors, CEO, CFO or CS.

(iii) the percentage increase in the median remuneration of employees in the financial year: 11.90%.

(iv) the number of permanent employees on the rolls of company: 602.

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: the average percentile increase in remuneration of employees excluding KMP in last financial year was 3.60%. There was no increase in managerial remuneration as compared to the last year.

(vi) We affirm that the remuneration is as per the remuneration policy of the company.

No commission to directors was payable during the year under review.

* Remuneration policy and criteria for making payment to non-executive directors

Pursuant to Section 178 (3), Nomination and Remuneration Committee (NRC) at its meeting held on 27th May, 2014 had approved and recommended policy relating to criteria for determining qualifications, positive attributes and independence of directors, the remuneration for the Directors, Key Managerial Personnel and other employees and the Board of Directors had approved the said policy as recommended by NRC, at its meeting held on 27th May 2014.

An extract of Nomination and Remuneration Policy of the Company is included as a part of the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee consists of the following Non-Executive Directors as on March 31, 2018:

a.	Mr. Atul Desai	Chairman, Independent
b.	Mr. Ashok Jain	Member, Independent
c.	Ms. Amita Karia	Member, Independent

None of the Audit Committeeâs recommendations were rejected.

DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V to the Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under the Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in form MGT-9 is enclosed as Annexure I.

DETAILS OF RELATED PARTY TRANSACTIONS

Details of arrangement entered into with Welspun Steel Limited under section 189 (related party) pursuant to Rule 8 (2) of the Companies (Accounts) Rules, 2014 are mentioned in form AOC-2 enclosed as Annexure II.

As the Company neither being a holding company nor a subsidiary, disclosure of related party transaction as per Schedule

V of SEBI (LODR) Regulations, 2015 are not applicable.

PREFERENTIAL ISSUE

Your company has raised funds after the closure of the financial year to the tune of Rs.405 Crore by way of preferential issue of securities including 238,258,324 equity shares of Rs.6 each and 69,415,000 warrants having option to subscribe to equal number of equity shares at the issue price of Rs.12 per share.

AUDITORS AND THEIR REPORTS

* Statutory auditors:

Your companyâs Auditors, M/s. Pathak H.D. & Associates, Chartered Accountants were appointed for the period of five years till the conclusion of 40th Annual General Meeting.

Please refer to Auditorsâ Observations/ Qualifications and in relation thereto the Board of Directors state as under:

i. Comments under Emphasis of Matters read together with notes to accounts are self-explanatory and therefore do not call for explanation.

ii. With regards to the default in repayment of loans and interest thereon, the Company has settled the overdue amounts and has also repaid loans availed from four banks and loan facility from Corporation Bank is continued without any default.

No fraud was reported by the Auditors of the Company to the Audit Committee pursuant to section 143(12) of the Act.

* Cost Auditors:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has appointed M/s. Kiran J. Mehta, Cost Accountants as the Cost Auditors of your Company for FY 2018-19 at a remuneration of Rs.35,000/- p.a. on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

* Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries, as the Secretarial Auditor of your company for the FY 2018-19. The Secretarial Audit Report issued by M/s. Mihen Halani & Associates for FY 2017-18 is annexed herewith as Annexure III to this Report.

As regards observations of the Secretarial Audit Report, Note 1 is self-explanatory and do not call for any comments while in case of Note 2 we state that as the Company was having huge accumulated losses and the non-public shareholders were waiting for the rise in demand by public for shares of the Company, the increase of public shareholding was delayed. However, in April 2018, a constituent of promotersâ group viz. Widescreen Holdings Private Limited made offer for sale of 12,791,980 Equity Shares through the Stock Exchange Mechanism through BSE Ltd and successfully offloaded entire quantity of shares offered. Accordingly, the Company has achieved minimum public shareholding at 25% in accordance with the mechanism permitted under SEBI Circular dated 22nd February, 2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has not made any investment nor given any loan or provide any guarantee / security for repayment of loan under section 186 of the Act.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees, and no personnel have been denied access to the Audit Committee Chairman.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo required pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:

A. Conservation of Energy

(i) Steps taken or impact on conservation of energy.

> Automation of Fume Extraction System (FES) of Draft cooler Fans

- Draft cooler fans (6 nos.) are operated independent of exhaust fume temperature.

- Fans were controlled via Proportionate Integrative and Derivative (PID) circuit based on flue gas inlet temperature.

- Now fans are operated in sequential ON/OFF with respect to temperature setting.

- Total energy saving of 125 KWH per day has been archived with above measures.

- FES damper control via EAF operation

- FES system damper was always open independent of Electric Arc Furnace (EAF) operation.

- Now FES damper is controlled w.r.t. the EAF operation i.e. now, only during EAF operation the Damper is in open condition otherwise it is in OFF condition.

- Due to this interlock of the fan motor current (power) has been reduce by 300 ampere.

- This has led to daily energy saving of approx. 400 KWH.

- Electric Arc Furnace (EAF)/ Ladle Refining Furnace (LRF) Transformer Auto tap changer

- EAF and LRF require different voltage level at different stages of melting

- We have installed Auto tap changer for both furnaces to facilitate to change tap position of furnace during melting process.

- During Tap changing, the voltage level of electrode is reduced or increased according to the setting of Tap changer automatically.

- Capex on Energy Conservation Equipment:

- Advance Programmable Logic Control (PLC) system is being installed in Caster for energy efficiency and higher productivity with quality objective.

B. Technology Absorption :NIL

C. Foreign exchange earnings and outgo

- Foreign exchange earned in terms of actual inflows during the year:

FOB Value of exports Rs.66 Lakh (Rs.71 Lakh)

- Foreign exchange outgo during the year in terms of actual outflows:

Imports on CIF Basis/expenditure in foreign currency Rs.132 lakh (Rs. 442 Lakh)

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under the SEBI (LODR) Regulations, 2015 is attached to this report as Annexure IV and Annexure V respectively.

RISK MANAGEMENT POLICY

The Board of Directors at its meeting held on 25th May, 2016 considered and approved a revamped risk management policy to suit the dynamic business environment.

Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Risk Management Policy (RMP) to effectively address financial, operational, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the Management Discussion and Analysis Section in this Report for risks and threats applicable to your Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The details of familiarization program (for independent directors) are disclosed on the Companyâs website: www.rmgalloysteel.com.

CODE OF CONDUCT

The Company has Code of Conduct for Board members and senior management personnel. A copy of the Code has been put on the Companyâs website for information of all the members of the Board and Senior Management Personnel.

All Board members and senior management personnel have affirmed compliance of the same.

PARTICULARS OF EMPLOYEES

The details of employees of the Company drawing remuneration more than the amount specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

Name

Designation

Remuneration Drawn during the year (Rs.)

Nature of Employment

Qualification

Date of commencement of employment

Age

Last

employment

Sudhakar Asawale

COO & President

47,01,373

Permanent

B Tech Metallurgy

20 Nov 2017

JSW Steel

INTERNAL CONTROLS

Your company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ) within the meaning of the explanation of Section 134(5)(e) of the Act, SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and other relevant statutes applicable to your Company. The executive management and internal auditors continuously monitors the efficiency of the internal controls / compliance, with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organizationâs risk management, control and governance processes. For the year ended March 31, 2018, the Board is of the opinion that your company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Also refer paragraph under caption âinternal control systemâ in Management Discussion and Analysis.

ACKNOWLEDGEMENT

Your directors take this opportunity to express gratitude for valuable assistance and cooperation extended to the Company by financial institutions, commercial banks, statutory and regulatory authorities, customers, suppliers and other agencies engaged with the Company. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

sd/- sd/-

Atul Desai Anuj Burakia

Chairman Whole Time Director

DIN: 00019443 DIN: 02840211

Place: Mumbai

Date: 06.08.2018

Mar 31, 2015

To,

The Members,

RMG Alloy Steel Limited,

The Directors are pleased to present the Thirty-Third Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2015.

I. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2014-15 2013-14

Sales and other income 34533 41871

Profit/(Loss) before Interest, Depreciation and exceptional items 244 267

Interest and Financial charges 4988 4970

Depreciation and Amortization 1177 2228

Profit/ (Loss) before exceptional items and tax (5921) (6931)

Exceptional items 2259 3519

Profit/(Loss) before tax (3662) (3412)

OPERATIONS

Performance of Alloy Steel and Seamless Tubes of the Company was as under:

2014-15

Particulars Production Sales Gross Sales (Tones) (Qty M.T.) (Rs.in Lacs)

Steel 58183 59147 36980

Seamless pipes 11 11 1077

2013-14

Particulars Production Sales Gross Sales (Tones) (Qty M.T.) (Rs.in Lac)

Steel 75702 75844 45605

Seamless Pipes 419 873 902

The Company has lost production for 24 days in October 2014 due to breakdown in transformer. Entire steel industry is operating at 30-40% capacity.

The Company concentrates on niche market since our competitors manufacturing facilities are based on blast furnace which has low cost of production as compared to our facilities which is based on electrical furnace. The management concentrates on product mix which give more margin, some of the products are now approved by Original Equipment Manufacturers (OEM) and some of the OEM has recommended to their suppliers (forger companies) to buy products from the Company.

Value addition in Spheroidization will increase our tonnages from existing & new customers with higher contributions. Production of high margin & high value added category of steel is already started & will enhance our overall earnings. The Product known as AISI O-1 is used in the Pharma industry

The Company has appointed BOB Capital Markets Ltd to carry out viability study & to structure Corrective action plan (CAP) for the Company. The exercise is done to structure a viable rectification plan for the Company to overcome the current stress. As per the scheme, Rupee Term Loan of Rs. 145 Crores is approved by the consortium banks & Working capital limits will be reduced by Rs. 95 Crores.

II. DIRECTORS' RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 31st March 2015 and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

III. DISCLOSURE AS REQUIRED UNDER THE COMPANIES ACT 2013:

a. Mr. Atul Desai, Mr. Ashok Jain and Mrs. Amita Karia, the independent directors have given declaration that they meet the criteria of independent directors as provided in sub section 6 of Section 149 of the Companies act 2013.

b. Nomination and Remuneration committee (NRC) at their meeting held on 27th May 2014 approved and recommended policy relating to criteria for determining qualifications, positive attributes and independence of directors, the remuneration for the directors, key managerial personnel and other employees; the Board of directors approved the said policy as recommended by NRC at its meeting held on 27th May 2014.

c. NRC at their meeting held on 10th February, 2015 laid down criteria for the evaluation of Board of directors. Evaluation of directors consisted of two parts i.e. quantitative data and qualitative data. The instruments was so designed that only ticks is required with no provision for descriptions, name of the directors who has evaluated was not disclosed. Evaluation took place in March 2015 and the same was discussed by the Board of directors and took remedial action at its meeting held on 31st March 2015. (Rules 8 (4) under Chapter 9 of the Companies (Accounts) Rules, 2014)

d. Meeting of Board of directors were conducted five times during the financial year 2014-15, the details of which are given in the Corporate Governance Report.

e. The Company does not have any subsidiary company.

f. Ratio of remuneration of Mr. Shashank Chaturvedi, executive director who was upto 12th November 2014 to the median employee's remuneration and other details as may be prescribed - Section 197 (12)

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year- 37.69 times

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year- No increment during the year

(iii) the percentage increase in the median remuneration of employees in the financial year- No increment during the year

(iv) the number of permanent employees on the rolls of company- 501

(v) the explanation on the relationship between average increase in remuneration and company performance - No increment during the year

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company- Remuneration not linked to performance of the Company

(vii) 31/03/2014 31/03/2015 Variation

Market capitalization 28.19 29.49 1.30

P/E ratio -0.83 -0.81 0.02

Market price per share 2.6 2.72 0.12

EPS (3.65) (3.90) (0.25)

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- No increment during the year

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company- remuneration not related to performance of the Company

(x) the key parameters for any variable component of remuneration availed by the directors- no variable component of remuneration availed by the director

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- nil; and

(xii) affirmation that the remuneration is as per the remuneration policy of the company.

g. Details of arrangement entered into with Welspun Steel Limited under section 189 ( related party) is mention in form AOC-2 as mentioned below under Rule 8 (2) of the Companies (Accounts) Rules, 2014

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis Â No such transactions.

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship Â Welspun Steel Limited

(b) Nature of contracts/arrangements/transactions Â Purchase of DRI/ sponge iron lumps, sale of stores materials

(c) Duration of the contracts / arrangements/transactions Â 01.04.2014-31.03.2015

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

Purchases of DRI/ sponge iron lumps from Welspun Steel Limited for Rs. 1253.37 lacs and sale of stores materials/spares for Rs. 1.28 lacs during the period from 01.04.2014-31.03.2015 are at a market price and on Arm's length basis.

All material transactions entered with the related party is carried out in the ordinary course of the business.

(e) Date(s) of approval by the Board, if any: Board of directors at their meeting held on 10.11.2014, 10.02.2015 and 28.05.2015 approved the said transactions;

(f) Amount paid as advances, if any: nil

i. Particulars of loans, guarantees or investments under section 186.

The Company has not made investment nor given loan or provide any guarantee for repayment of loan under section 186 of the act

j. Details of establishment of vigil mechanism for directors and employees Clause 49(II)(F) of Listing agreement.

The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and no persons has been denied access to the Audit Committee.

IV. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo required pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014 are reproduced herewith:

A. Conservation of Energy

(i) Steps taken or impact on conservation of energy.

- In ingot soaking pit hot charging practice adopted and heating cycles optimized. Impact : Natural Gas (fuel) consumption reduced from 120 m3 / ton to 100 m3 / ton.

- In walking hearth furnace modification done for stroke length change for input sizes of 150 mm & 198 mm. Impact : For 50 to 60 Round campaign natural gas consumption reduced from 90 m3 / ton to 75 m3 / ton.

(ii) Planned Capexes on following areas :

- Dust & fume extraction system to be provided with VVF drive.

- Vertical hydraulic (water) pumps to be changed to horizontal pumps.

- Capacitor bank replaced for improving power factor from 0.994 to 0.997.

B. Technology Absorption

i and ii

Efforts made towards technology absorption and the benefits derived therefrom

- Annealing furnaces added for development of hot die steel H11, H13.

- Producer Gas Plant commissioned for fuel cost reduction of Rs. 18 to 20 Lacs per month.

- Mechanization of round ingot grinding facility for product improvement has been done. iii. There is no import technology

iv. The expenditure incurred on Research and Development- nil

Foreign exchange earnings and Outgo-

Foreign exchange earnings

FOB value of exports Rs.87 Lacs ( nil)

Foreign exchange Outgo

Imports on CIF basis/expenditure in foreign currency : Rs. 2529 Lacs (Rs.3097 Lacs)

V. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. V S Iyer and Mr. Hanuman Kanodia, Directors of the Company retire by rotation at the 33rd Annual General Meeting and being eligible have offered themselves for reappointment. Mrs. Amita Karia is appointed as a woman independent director by the Board of directors at their meeting held on 31st March, 2015 for a period of two years.

Mr. Anuj Burakia has been appointed as an additional director by the Board of directors at its meeting held on 28th May 2015 and holds office upto the date of ensuing 33rd Annual General Meeting. The Company has received a Notice from a member proposing him as a director of the Company. He also has been appointed as a whole time director of the Company with effect from 29th July, 2015 by the Board of Directors.

Board has recommended re-appointment of the aforesaid retiring directors, appointment of woman Independent director and additional director/whole time director.

Mr. Sanjay Kukreja, AVP (Commercial) has been appointed as a CFO by the Board of Directors at its meeting held on 10th February 2015.

Mr. Nilesh Javker has been appointed as a Company secretary and compliance officer of the Company w.e.f 27th May 2015.

VI. AUDIT COMMITTEE

The Audit Committee consists of the following 4 Non-Executive Directors

a. Mr. Atul Desai - Chairman, independent

b. Mr. Abhishek Mandawewala - Member

c. Mr. Ashok Jain - Member, independent

d. Mrs. Amita Karia - Member, independent

VII. DEPOSITS

The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

VIII. AUDITORS

Your Company's Auditors, M/s. Chaturvedi & Shah, Chartered Accountants were re-appointed for the period of three years till the conclusion of 35th Annual General meeting by the members at 32nd Annual General Meeting of the Company held on 29th September 2014. Members are requested to ratify their appointment from the conclusion of 33rd Annual General Meeting to the conclusion of 34th Annual General Meeting.

IX. CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the Mr. A. L. Makhija, Practising Company Secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

X. AUDITORS' REPORT

References drawn by the Auditors' in their report are self-explanatory.

Please refer to Auditors' Observations/ qualifications and in relation thereto the Board of directors' state as under:

i) We refer to Note no. 1 (a) of "Annexure to Independent Auditor's Report" stating that the Company is in the process of updating its fixed asset register showing full particulars including quantitative details and situation of fixed assets and state that fixed asset register is being updated showing full particulars including quantitative details and situation of fixed assets.

XI. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by Mr. A L Makhija, a practising company secretary is herewith annexed. As regard observation of the Report, we state that- i. The Company was in search for executive director after the resignation of Mr. Shashank Chaturvedi, the executive director with effect from 12th November 2014 and the Board of directors at their meeting held on 8th July 2015 has appointed Mr. Anuj Burakia as a whole time director and Occupier under the Factories Act, 1948 with effect from 29th July, 2015. .

ii. The Company has appointed Mr. Nilesh Javker as the Company Secretary and Compliance officer w.e.f 27th May 2015.

XII. RISK MANAGEMENT POLICY

Board of Directors at their meeting held on 10th February 2015 considered and approved risk management policy and identified the major risk in severe competition in finished goods from local as well as international market

XIII. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR (CLAUSE 49 OF LISTING AGREEMENT)

The details of familiarization program (for independent directors) is disclosed on the Company's website and a web link thereto is http://www.rmgalloysteel.com/userfiles/file/RMG%20Familiarisation% 20policy.pdf

XIV. CODE OF CONDUCT

The Company has Code of Conduct for Board members and senior management personnel. A copy of the Code has been put on the Company's website for information of all the members of the Board and management personnel.

All Board members and senior management personnel have affirmed compliance of the same.

XV. PARTICULARS OF EMPLOYEES

Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is herewith attached.

XVI.ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai, Abhishek Mandawewala Ashok Jain

Date: 8-07-2015 Director Director

Mar 31, 2014

Dear Members,

The Directors present their 32nd Annual Report together with Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended Year ended 31-03-2014 31-03-2013

Sales & Other Income 41871 35686 Profit / (Loss) before interest, depreciation and exceptional items 267 (2253)

Interest and Financial Charges 4970 4850

Depreciation and Amortization 2228 2227 Profit / (Loss) before exceptional items and tax (6931) (9330)

Exceptional items 3519 -

Profit/(loss) before tax (3412) (9330)

OPERATIONS

Performance of Alloy Steel and Seamless Tubes of the Company was as under: 2013-14

Particulars Production Sales Gross Sales (Tones) (Qty M.T) (Rs. in Lacs)

Steel 75702 75844 45605

Seamless pipes 419 873 902

2013-14

Particulars Production Sales Gross sales (Tones) (Qty M.T) (Rs. in Lac)

Steel 54045 54521 29011

Seamless pipes 6445 6186 6286

The Company''s operation has improved during the year inspite of lowering production of Seamless Tubes. The growth for the steel production is 38%. This performance is inspite of slow down in the Automobile and Oil & Gas sector. However, it is expected that market for both the above sectors are going to improve from the Financial Year 2014-15.

The Company has taken efforts for reducing Fuel cost of Rolling Mill by putting Producer Gas Plant. However, due to some litigation by another entities by the High Court, the Company could not start operation of Producer Gas Plant. The Company has also taken steps for updation of Furnace during the year by which the fuel consumption is reduced by 7 to 8%.

Since the utilization of Plant Equipments of pipe plant are very low, we have made some modification of various equipments by which it can be used for Pipe as well as Steel. This has not only reduced the operational costs for both but also gives the additional product range to the Steel.

The Company has also made continuous efforts to develop new markets by getting approval from domestic as well as global OEMs. During the year, the Company has got approvals from SKF, FAG & Allison Transmission etc.

We have also approached the Government of Gujarat for extension of VAT benefit for the period during which the plant was closed for the period from 1996-2006. The same has been accepted by the Government of Gujarat and granted extension of benefit for the closure period.

DIRECTORS

Mr. Nirmal Gangwal has resigned from the office of directorship of the Company with effect from 12th August 2013. Your directors appreciate Mr. Nirmal Gangwal for his services as member of the Board.

In accordance with the provisions of the Companies Act, 2013, Mr. Abhishek Mandawewala and Mr. Shashank Chaturvedi retire by rotation at 32nd Annual General Meeting and being eligible offered themselves for reappointment. Your directors recommend their appointments/ reappointments.

Board of Directors of the Company at their meeting held on 27th May 2014 has appointed Mr. Ashok Jain and Mr. Atul Desai as independent directors for a period of five years with effect from 27th May 2014 who in the opinion of the Board fulfils requirements as laid down under section 149(6) of the Companies act 2013. You are requested to approve their appointments at the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2014, all the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii. 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 or loss of the Company for that period;

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

iv. they have prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

AUDITORS

M/S. Chaturvedi & Shah hold office of Auditors until the conclusion of the 32nd Annual General Meeting. Members are requested to reappoint them for continuing in the office for a period of three years from conclusion this 32nd Annual General Meeting until conclusion of the 35th Annual General Meeting.

AUDITORS'' OBSERVATIONS

Reference drawn by the Auditors in their report are self explanatory:-

Please refer to Auditors'' Observations/ qualifications and in relation thereto the Board of directors'' state as under:

i) We refer to note 1(a) of "Annexure to Independent Auditor''s Report" stating that the Company is in the process of updating its fixed asset register showing full particulars including quantitative details and situation of fixed assets and state that fixed asset register is being updated showing full particulars including quantitative details and situation of fixed assets.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, the Directors are pleased to give the particulars as prescribed therein in the Form A, which forms part of the Directors'' Report. Form B relating to research and technology absorption being nil is not attached.

Foreign exchange used and earning is mentioned below:

Used: Rs. 3096.56 lacs (Rs. 4275 Lacs)

Earning: Rs. Nil (Rs. 806 Lacs)

PARTICULARS OF EMPLOYEES

Information as per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as attached (Annexure B), forms part of this report.

COST AUDITOR

Due date of filing the cost audit report for the financial year 2013-14 as submitted by M/s. Kiran J. Mehta& Co., cost accountant, is 27th September 2014.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from Mr. A L Makhija, Practising Company Secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

ACKNOWLEDGEMENT

The Board takes this opportunity to express its sincere appreciation for the excellent support and co-operation received from the Company''s customers, suppliers, bankers and the share holders for their consistent support to the Company. The directors also sincerely acknowledge the significant contributions made by all employees for their dedicated services to the Company.

For and on behalf of the Board of Directors

Abhishek Mandawewala Shashank Chaturvedi Director Executive Director

Place: Mumbai, Date: 27th May, 2014

Mar 31, 2013

The Directors present their 31st Annual Report together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended Year ended 31-03-2013 31-03-2012

Sales & Other Income 35686 58712

Profit / (Loss) before interest, depreciation (2253) 741

Interest and Financial Charges 4850 4215

Depreciation and Amortization 2227 2227

Profit / (Loss) before tax (9330) (5701)

OPERATIONS

Performance of Alloy Steel and Seamless Tubes of the Company was as under:

2012-13

Particulars Production Sales Gross Sales (Tones) (in Qty.) (Rs.in Lacs)

Steel 54048 54521 29011

Seamless Pipes 6445 6186 6286

2011-12

Particulars Production Sales Gross sales (Tones) (in Qty.) (Rs in Lac)

Steel 96649 95768 53334

Seamless Pipes 11543 11494 10824

Steel & pipe division have not operated on full capacity in view of lack of demand in view of recession in steel market. Automobile , construction, infrastructure sectors have not fared well during the year which resulted into poor demand for steel. Losses incurred by the Company have eroded working capital of the Company. Power cost has increased due to less heat order. Given the sluggish demand and high production cost, the pressure on the profitability is expected to continue.

The Company however is constantly trying to develop new grades, new customers and get their approvals for the products of the Company from reputed manufacturers.

DIRECTORS

Since the last report, the following changes took place in the Board of Directors-

i. Resignation of Shri Rajesh R. Mandawewala w.e.f. 9th August 2012;

ii. Resignation of Shri.R.G.Sharma, Shri. Rajendra C. Saraf and Shri. Rishabh Saraf w.e.f. 07.02.2013

iii. Resignation of Shri Vijay Singh Bapna w.e.f. 1st April 2013

iv. Resignation of Shri Abhishek R. Mandawewala from the office of Executive Director w.e.f. 1st April 2013 but continues as a director of the Company

v. Appointment of Shri Shashank Chaturvedi, Shri. Ashok Jain, Shri V. S. Iyer and Shri Hanuman Kanodia as Additional directors.

Your directors appreciate Shri Rajesh R. Mandawewala, Shri.R.G.Sharma, Shri. Rajendra C.Saraf, Shri. Rishabh Saraf and Shri Vijay Singh Bapna for their services as members of the Board.

In accordance with the provisions of the Companies Act, 1956, Mr. Abhishek Mandawewala , Shri Atul Desai retire by rotation at 31st Annual General Meeting and being eligible offered themselves for reappointment.

Mr. Ashok Jain, Mr. Shashank Chaturvedi , Mr. V. S. Iyer , Mr. Hanuman Kanodia who have been appointed by the Board of Directors as Additional Directors under Section 260 of the Companies Act, 1956, hold office upto the conclusion of the 31st Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 have been received from shareholders of the Company for their appointment as directors of the Company.

Your directors recommend their appointments/reappointments.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2013, all the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii. 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 or loss of the Company for that period;

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

iv. they have prepared the annual accounts for the financial year ended March 31, 2013 on a going concern basis.

AUDITORS

M/S. Chaturvedi & Shah hold office of Auditors until the conclusion of the 31st Annual General Meeting. Members are requested to reappoint them for continuing in the office until conclusion of the next Annual General Meeting.

AUDITORS'' OBSERVATIONS

References drawn by the auditors'' in their report are self explanatory.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, the Directors are pleased to give the particulars as prescribed therein in the Form A , which forms part of the Directors'' Report. Form B relating to research and technology absorption being nil is not attached.

PARTICULARS OF EMPLOYEES

There were no employees covered under the purview of section 217 (2A) of the Companies Act 1956 and the rules framed thereunder.

COST AUDITOR

The Company has appointed M/S. Kiran J Mehta & Co, Cost Accountant as a Cost auditor of the Company. Due date of filing the cost audit report is 27th September 2013.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from Ms. Mansi Damania, Practising Company Secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

ACKNOWLEDGEMENT

The Board takes this opportunity to express its sincere appreciation for the excellent support and co-operation received from the Company''s customers, suppliers, bankers and the share holders for their consistent support to the Company.

The directors also sincerely acknowledge the significant contributions made by all employees for their dedicated services to the Company.

For and on behalf of the Board of Directors

Abhishek Mandawewala Shashank Chaturvedi

Director Executive Director

Place: Mumbai

Date : 30/05/2013

Mar 31, 2012

The Directors present their 30th Annual Report together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. Lacs) Year ended Year ended 31-03-2012 31-03-2011

Sales & Other Income 58712 59741

Profit / (Loss) before interest and depreciation 741 181

Interest and Financial Charges 4215 3122

Depreciation and Amortization 2227 2313

Profit/ (Loss) before tax (5701) (5254)

Less : Fringe Benefit Tax - -

Profit/ (Loss) after Tax (5701) (5254)

Profit/ (Loss) brought forward from previous year (14140) (8886)

Balance carried to Balance Sheet (19841) (14140)

OPERATIONS

Performance of Alloy Steel and Seamless Tubes of the Company was as under:

2011-12 2010-11

Particulars Production Sales Gross Sales Production Sales Gross sales (Tones) (in Qty.) (Rs.in Lacs) (Tones) (in Qty.) (Rs.in Lac)

Steel 96649 95768 53334 109318 109524 56457

Seamless Pipes 11543 11494 10824 12366 12303 9100

Our main share is in automobile industry. There is a tough competition from companies with Blast Furnace route which has resulted in erosion of margin of profits.

Steel division has not performed well since steel input cost has gone up during the year and increased in input cost could not be passed on to customers in view of recession in steel market.

Cost of production of pipe was high due to frequent breakdown in pressure which resulted into increase in maintenance cost and loss of production

The Company has developed new grades in steel division and also rejections in pipes have been reduced.

DIRECTORS

Shri. Vijay Singh Bapna, Shri. Rajendra Saraf and Shri Abhishek Mandawewala, the directors of the Company retire by rotation at 30th Annual General Meeting and being eligible offered themselves for reappointment.

Your directors recommend their appointments/reappointments.

AUDITORS

M/S. Chaturvedi & Shah hold office of Auditors until the conclusion of the 30th Annual General Meeting. Members are requested to reappoint them for continuing in the office until conclusion of the next Annual General Meeting.

AUDITORS' OBSERVATIONS

References drawn by the auditors' in their report are self explanatory.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, the Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms part of the Directors' Report. Form B relating to research and technology absorption being nil is not attached.

Foreign exchange used and earning is mentioned below:

Used: Rs. 7476 lacs (Rs. 3176 Lacs)

Earning: Rs. 1847 Lacs (Rs. 724 Lacs)

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from Shri A L Makhija, Practising Company Secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report

PARTICULARS OF EMPLOYEES

As required by the provisional of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Accounts is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Sub-Section (2AA):

Your Directors state:

i. that in the preparation of the annual accounts, all the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii. that the directors had 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 or loss of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board takes this opportunity to express its sincere appreciation for the excellent support and co-operation received from the Company's customers, suppliers, bankers and the share holders for their consistent support to the Company.

The directors also sincerely acknowledge the significant contributions made by all employees for their dedicated services to the Company.

For and on behalf of the Board of Directors

Abhishek Mandawewala R.R.Mandawewala

Executive Director Director

Place: Mumbai

Date: 13.07.2012

Mar 31, 2010

The Directors present their 28th Annual Report together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. Lacs)

Year ended Year ended

31-03-2010 31-03-2009

Sales & Other Income 37314 29,332

Profit / (Loss) before interest, depreciation and Miscellaneous Expenses written off (553) (1,983)

Interest and Financial Charges 1494 1,207

Depreciation and Amortization 1888 1,474

Profit / (Loss) before Exceptional Items (3935) (4,664)

Exceptional items

Interest including Funded Interest waived as per rehabilitation scheme - 665

Principal waived as per

rehabilitation scheme - 474

Profit/ (Loss) after Exceptional Items (3935) (3,525)

Less: Fringe Benefit Tax - 7

Profit/ (Loss) after Tax (3935) (3,532)

Profit/ (Loss) brought forward

from previous year (4951) (8,224)

Adjustment on reduction of share capital - 6,805

Balance carried to Balance Sheet (8886) (4,951)

OPERATIONS

Performance of Alloy Steel and Seamless Tubes of the Company was as under:

2009-10 2008-09

Particulars Produc- Sales Gross Produc- Sales Gross

tion (in Qty.) Sales tion (in Qty.) Sales

(Tones) (Rs. in (Tones) (Rs. in

Lacs) Lacs)

Steel 83742* 84076 36337 54089 52574 29748

Trading in steel - - - - 1409 989

Seamless Pipes 5772 5982 3936 5513 3765 2461

* Includes 2972 MT processed by third parties.

Despite on-going recessionary situation in early FY 09-10 which has caused average realization of steel products lower by 17% over that of its preceding year, the organization has taken various steps which has resulted in 60% improvement in Sales Volume of Steel Products and 10% improvement in sales volume of Seamless Pipes in FY 09-10 over that of FY 08-09. Some of the noteworthy Plant

Improvements include Installation of Continuous DRI feeding system- which has brought in savings in manufacturing cost as well as stability in production, Outsourcing of smaller size rolled products to vendors -which has resulted in increased through-put of our rolling mill and recent Installation of LRF transformer which started showing results of reduced cycle time in steel thereby reducing the cost of steel making. Preventive Maintenance system has been further strengthened across all production processes which has resulted in increased production level of quality material.

By diversifying sales into Bearing, power, Defense and railway segments from hitherto Auto and General Engineering Segments, our product mix got a wider spread. We have also started developing niche products especially, high grade special steels (Creep Resistance Steel, Ball Bearing Steels, Low Phosphorous & Low Sulphur Nickel Chrome, Mo Steels & Round Ingots) to maximize sales & profitability. The newly installed heat-treatment furnace would aid in strengthening quality of these niche products.

In view of the above steps taken, the Company expects improvement in performance as compared to previous year.

DIRECTORS

Shri Rajendra C. Saraf, Shri Nirmal Gangwal and Shri Rishabh Saraf, the directors of the Company retire by rotation at 28th Annual General Meeting and being eligible offered themselves for reappointment.

Your directors recommend their appointments.

AUDITORS

M/s. Chaturvedi & Shah hold office of Auditors until the conclusion of the 28th Annual General Meeting. Members are requested to reappoint them for continuing in the office until conclusion of the next Annual General Meeting.

AUDITORS OBSERVATIONS

References drawn by the auditors in their report are self explanatory.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN > THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, the directors are pleased to give the particulars as prescribed therein in the Annexure, which forms part of the Directors Report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules 1975 forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

i. that in the preparation of the annual accounts, all the applicable accounting standards had been followed

along with proper explanations relating to material departures;

ii. that the directors had 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 or loss of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board takes this opportunity to express its sincere appreciation for the excellent support and co-operation received from the Companys customers, suppliers, bankers, Government of Gujarat and the share holders for their consistent support to the Company. The directors also sincerely acknowledge the significant contributions made by all employees for their dedicated services to the Company.

For and on behalf of the Board of Directors

Director Director

Place : Mumbai

Date : May 21, 2010

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