Deem Roll-Tech Ltd Management Discussions

Introduction

The company was originally incorporated as Deem Roll-Tech Private Limited on 1 st May, 2003 at Ahmedabad, Gujarat as a private limited company under the provisions of the Companies Act,1956, with the Registrar of Companies, Gujarat, Dadra & Nagar Haveli. The company was converted into public limited company pursuant to the special resolution passed by the members of the company at their meeting held on 12 th February, 2008 and the name of the company was changed to Deem Roll-Tech Limited. Consequent upon conversion of the company from private limited to public limited a fresh certificate of incorporation dated 4 th March, 2008 was issued by the Registrar of Companies, Gujarat, Dadra & Nagar Haveli. It is reported that total 83,37,273 equity shares of the company are listed and traded on the National Stock Exchange of India Limited EMERGE Platform [NSE EMERGE]. The Stock Code is: DEEM and the ISIN is INE586O01011.

Indian Economy

The Indian economy remained resilient during FY 2025-26, supported by domestic demand, manufacturing activity and growth in the services sector. As per the provisional estimates released by the Ministry of Statistics and Programme Implementation, Indias real GDP grew by 7.7% during FY 2025-26, as compared to 7.1% in FY 2024-25. The overall economic environment remained supportive of industrial and infrastructure activity during the financial year.

Indian Steel Industry

The steel production and consumption are frequently seen as measures of a countrys economic development and therefore the steel sector has always been at the forefront of industrial progress and that can be considered is the foundation of any economy.

Indias steel industry is witnessing strong growth, driven by increased domestic consumption and enhanced production capacity. During FY 2025-26, finished steel consumption stood at 163.74 million tonnes, registering growth over 152.13 million tonnes in FY 2024-25. As the worlds second largest steel producer after China, Indias steel sector is supported by major players including Tata Steel, JSW Steel and Steel Authority of India.

The National Steel Policy, 2017 [the NSP], is a strategic initiative of the Government of India for the steel sector, aims to develop a globally competitive and technologically advanced steel industry. The key targets under the NSP for financial 2030-31 include [a] Crude steel capacity- 300 million tonnes [b] Crude steel production/demand - 255 million tonnes [c] Finished steel production/demand -230- million tonnes [d] Per capita finished steel consumption- 160 kg The NSP framework emphasizes on domestic production, import substitution, enhanced production quality, infrastructure development, research and development and adoption of the advanced technologies through various initiatives like the Steel Research and Technology Mission of India.

Steel Rolls Industry

The steel rolls [the rolls] are tailor-made as per the requirements of the customers. Since a major quantity of the cast rolls and forged rolls are manufactured for use in the rolling mills of the steel industry, the rolls industry is closely related to the steel industry. The growth in the steel industry offers good potential for rolls manufacturers. Accordingly, the demand for rolls will be directly related to capex plans of the iron and steel industry and also the demand for steel.

Overview of Our Business

The company is one of the manufacturers of high-quality steel and alloy rolls in India, which is the building block of the iron and steel rolling mill industry. The rolls manufactured by the company finds its application in the iron and steel rolling mill industries in the domestic and international markets. With many years of experience, the company has been synonymous with quality and reliability in the roll manufacturing industry which it manufactures both under standard specification and tailored as per the customer specific requirements. The company is an ISO 9001:2015 company since August,2009.

Your company has 3 Units -2 in Gujarat at Chhatral and Dhanali and 1 in West Bengal at Hooghly- with total production capacity of 6600 MT finished rolls per year. It is stated that on completion of the expansion project at Dhanali and stating of the commercial production of flat product rolls from 2 nd January, 2026, the total production capacity is increased to 11700 MT casting rolls per year.

We have in the current financial year in June, 2026 entered into Memorandum of Understanding with Sumitomo Heavy Industries Limited for development of high-performance steel rolls and share results thereof, and promote mutual understanding through technical evaluation and analysis.

We manufacture steel and alloy rolls from steel scrap, roll scrap, pig iron, nickel, ferro molybdenum, other ferro alloys, resin coated sand, etc. conforming to international standards.

We manufacture customer based and different kinds of rolls which find their application in long product mills, flat product mills and seamless tube rolling mills.

Our manufacturing units consist of engineering and design, mold making, melting, casting, machining and dispatch sections backed by related quality testing and assurance equipment. Presently, we use static cast and centrifugally cast technology for the manufacturing of rolls. We are capable of casting a single roll upto 15 MT.

We are well equipped with in-house testing laboratory to test the products as per quality standards and relevant chemical composition. The finished products are also subject to various physical and chemical tests to ensure that they meet the required specifications.

We share a good client relationship with our customers and we receive majority of our business from repeat clients.

Our company export its products to more than 10 countries including USA, Germany, Europe, Middle East, Oman, Saudi Arabia, South Africa, Nepal, Spain and Bangladesh.

We have our marketing personnel in 9 cities in India such as Pune, Raipur, Mumbai, Bhilai, Bangalore, Durgapur, Kolkata, Delhi and Vishakhapatnam. These marketing personnel work from their homes thus there is reduction of the fixed cost on office rental and other administrative cost but the arrangement enable us to have presence across geographies.

We have a dedicated design and development team of engineers along with the dimensional inspection laboratory and the calibration laboratory. We believe that our engineering expertise and technology driven manufacturing processes have enabled us to deliver our products to our customers in accordance with their designs and specifications at a cost competitive manner.

Our Competitive Strengths

Our competitive strengths can be stated in brief as below.

m Well established manufacturing facility designed to serve multiple products range [2] Diversified and established products [3] Quality assurance and accreditations [4] Diversified customer base and long-standing relationship with our customers [5] Healthy financial conditions [6] Experienced Promoter Directors with extensive domine knowledge Our Strategies

Our strategies can be stated in brief as below.

[1] Expand manufacturing capacity at our existing facilities [2] Focus on advanced technology and on improving operational efficiencies [3] Increase our market share internationally by leveraging our export channels products Our Performance

During the year under review, the production of 5478.50 MT finished rolls has been achieved as compared to the production of 5593.07MT finished rolls achieved in the previous year.

During the year under review , total revenue of Rs. 9276.99 lakhs have been achieved as compared to total revenue of Rs. 9474.09 lakhs achieved in the previous year. During the year under review net profit after tax of Rs.216.51 lakhs have been achieved as compared to net profit after tax of Rs. 289.94 lakhs achieved in the previous year. During the year under review the exports turnover of Rs.1343.76lakhs have been achieved, as compared to the export turnover of Rs.2402.53 lakhs, achieved during the previous year.

During the year under review, the domestic competition compelling lowering of the prices of our rolls and the delay in completion of the expansion project at Dhanali have impacted the performance. It is further stated that during the year under review the exports have declined largely due to regional disruptions i.e. in USA high tariff rates, in Bangladesh protests and reciprocal trade restrictions, in Nepal disrupted trade routes and in Russia increase of domestic production and increased imports from China.

It is stated that during the current year, various actions and measures have been taken for improving the performance. Also, during the year under review, the company has received orders from renowned steel manufacturers like Bokaro Steel Plant, Mukand Sumi and Nucor Yamato.

Segment-wise Performance

Your company does not operate in multiple segments. Hence, comments on segment-wise performance are not required. Human Resources

We believe that our employees are our key contributors to our success. We have technically skilled and highly trained workforce for various areas of our activities. As on 31 st March, 2026, we had 294 employees, bifurcated by functions as below. [1] Management Staff - 3 [2] Office Executives - 17 [3] Sales Executives- 12 [4] Factory Staff - 76 [5] Quality Control Managers- 2 [6] Factory Workmen -184

The industrial relations at the companys plants and offices have remained cordial throughout the year under report.

Risk Management

It is stated that the company have put in place a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. It is stated that the objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them. The Board of Directors have approved the Risk Management Policy, which is placed on the website of the company Internal Control Systems

The company has adequate and efficient internal control systems, commensurate with the type and size of its operations and are further supplemented by internal audits carried out by the internal auditors on quarterly basis and review of their reports by the audit committee. The company has put in place proper internal control systems which provide protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

Details of the Key Financial Ratios

The details of key financial ratios with details of significant changes [change of 25% or more] are as under

No.	Particulars	31 st March,2026	31 st March, 2025	Change in %
1	Current Ratio	1.75	2.00	-12.54
2	Debt Equity Ratio	0.40	0.26	51.65
3	Debt Service Coverage Ratio	3.28	2.81	16.57
4	Return on Equity Ratio	2.50%	3.42 %	-26.80
5	Inventory Turnover Ratio	1.20	1.37	-12.06
6	Trade Receivables Turnover Ratio	4.47	4.08	9.49
7	Trade Payable Turnover Ratio	3.68	3.59	2.50
8	Net Capital Turnover Ratio	2.37	1.96.	20.94
9	Net Profit Ratio	2.38%	3.12%	-23.67
10	Return on Capital Employed Ratio	5.04%	4.63%	8.89

Reasons for changes [change of 25% or morel fal Debt Equity Ratio

The long-term debt of the company has increased in the current financial year, due to which debt equity ratio has increased. rbl Return on Equity Ratio

Net profit of the company has reduced during the current financial year leading to reduction in the return on equity ratio.

Note:

The wordings your company, the company or we used in the Management Discussion and Analysis Report refer to Deem Roll-Tech Limited

Disclaimer

The statements made in the Management Discussion and Analysis Report [the Report] describing the companys outlook may differ from the actual situation. Important factors that would make a difference to the companys operations include market factors, government regulations, and developments within the country and abroad and for the same the company or its management will not be liable. We are under no obligation to publicly amend, modify or revise any forward-looking statement on the basis of any subsequent developments, information or events and assume no liability for any action taken by anyone on the basis of any information contained herein.

Annexure-7

Certificate under Regulation 17 [8] of the SEBI [Listing Obligations and Disclosures Requirements! Regulations, 2015

The Board of Directors,

Deem Roll-Tech Limited Survey No. 110/1, P-1, 110/2,

Ganeshpura-Dhanli Road Village - Ganeshpura, Taluka: Kadi,

District: Mahesana, Gujarat- 382729

We, Mr. Jyoti Prasad Bhattacharya, Managing Director & CEO, Mr. Dev Jyotiprasad Bhattacharya, Whole-Time Director and Mr. Janak Navinchandra Gajjar, Chief Financial Officer of the Company hereby certify that -

[a] We have reviewed financial statements and the cash flow statement for the period from 1 st April,2025 to 31 st March,2026 and that to the best of our knowledge and belief:

[i] These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

Tii1 These statements together present a true and fair view of the companys affairs and are incompliance with existing accounting standards, applicable laws and regulations.

[b] There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violate of the companys code of conduct.

[c] We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the step we have taken or propose to take to rectify these deficiencies.

[d] We have indicated to the Auditors and the Audit Committee that:

[] There are no significant changes in internal control over financial reporting during the year; fin There are no significant changes in accounting policies during the year and [iii] There are no instances of significant fraud of which we have become aware.

Janak Navinchandra Gajjar Jyoti Prasad Bhattacharya Dev Jyotiprasad Bhattacharya

Chief Financial Officer Managing Director & CEO Whole-Time Director

[PAN: AJQPG6593H] [DIN: 00340485] [DIN: 09842191]

Place: Ahmedabad Date: 21 st August, 2026

Annexure- 8

Information pursuant to Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel! Rules, 2014 r 11 The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the Financial Year 2025-26 and the percentage increase in remuneration of each Director, Chief Financial Officer, and Company Secretary and Compliance Officer in the Financial Year 2025-26 are as below.

Name of Person	Designation	Remuneration of each Director and KMP for FY 2025-26	Ratio of remuneration of each Director and KMP to median remuneration of employees	Percentage increase in the remuneration
Mr. Jyoti Prasad Bhattacharya	Managing Director & CEO	1,20,00,000	39.60:1	-50.00
Mr. Dev Jyotiprasad Bhattacharya	Whole-Time Director	24,00,000	7.92:1	00.00
Mr. Jaydev Ramesh Betai*	Chairman and NonExecutive Director	1,40,000	0.46:1	N.A
Mr. Nihar Kanti Bandyopadhyay*	Independent Director	1,50,000	0.50:1	N.A
Mrs. Geeta Chowdhury *	Independent Director	1,40,000	0.46:1	N.A
Mr. Rabindra Kishan De [from 25 th August, 20251 $$	Non-Executive Director	0	0	N.A.
Mr. Ranjit Anilkumar Dey #	Non-Executive Director [Head Production1	5,96,455	1.97:1	-74.31
Mr. Janak Gajjar	Chief Financial Officer	7,43,633	2.45:1	5.08
Ms. Urvi Mali @@	Company Secretary and Compliance Officer	6,27,295	2.07:1

* The Directors as disclosed above have not received any remuneration other than sitting fees during financial year 202526.

#Mr. Ranjit Anilkumar Dey was in the whole-time employment of the company upto 12 th July,2025. He was not receiving any remuneration or sitting fees as Non-Executive Director. The remuneration mentioned above, he had received during the financial year as he was in the whole-time employment of the company.

@@Ms. Urvi Mali had joined the services of the company w.e.f. 20 th March,2025, hence percentage increase in the remuneration is not given.

$$ Mr. Rabindra Kishan De, Non-Executive Director [from 25 th August,2025] has voluntarily not taken sitting fees. r 11 The median remuneration of employees of the Company during the financial year was approx. Rs. 3.03 Lakhs per annum in the financial year 2025-26.

[21 There were 294 permanent employees on the rolls of Company as on 31 st March,2026.

[31 Average percentage increase made in the salaries of the employees other than the managerial person in the financial year 2025-26 was 12.45 % ,whereas the decrease in the managerial remuneration for the financial year 2025-26 was 9.28%

[4] In the financial year, there was a decrease of 9.28% in the median remuneration of employees.

[5] It is hereby affirmed that the remuneration paid during the year ended 31st March, 2026 as per the Remuneration Policy of the Company.

Place: Ahmedabad

Date: 21 st August, 2026 For and on behalf of Board of Directors

Jyoti Prasad Bhattacharya Dev Jyotiprasad Bhattacharya

Managing Director & CEO Whole-Time Director

[DIN: 00340485] [DIN: 09842191]