Oil Country Tubular Ltd Directors Report

To the Members:

The Directors have pleasure in presenting before you the 39^th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31^st March 2025.

FINANCIAL RESULTS:

The performance for the year ended 31^st March 2025 has been as under:

( In Lakhs)

Sl. No. Particulars	2024-25	2023-24
1 Revenue From Operations	12,290.31	1,823.94
2 Other Income	286.45	145.08
3 Profit / (Loss) before Interest and Depreciation	4,601.40	107.64
4 Finance Charges	551.40	598.58
5 Gross Profit / (Loss)	4,050.00	(490.94)
6 Provision for Depreciation	6,960.07	7,156.12
7 Net Profit / (Loss) Before Tax	(2,910.07)	(7,647.06)
8 Provision for Tax	276.06	(602.26)
9 Net Profit / (Loss) After Tax	(3,186.12)	(7,044.79)
10 Other Comprehensive Income	930.29	1,541.01
11 Total Comprehensive Income	(2,255.84)	(5,503.78)
12 Balance of Profit brought forward	-	-
13 Balance available for appropriation	(2,255.84)	(5,503.78)
14 Transfer to General Reserve	(2,255.84)	(5,503.78)

State Of The Companys Affairs:

PERFORMANCE IN 2024-25:

The Company restored the Plant & Machinery to fully functional status and started operations during FY 2023-24. The company renewed the API licences during FY 2024-25. The company participated in the tenders of ONGC, OIL and other customers and was successful in bidding and procurement of orders worth Rs. 155.51 cr. The company executed these orders and had achieved revenues of Rs.122.90 cr with EBIDTA of Rs.46 cr in FY2024-25.

We have also commenced operations in our Engineering Division during 2024-25. The business development efforts of the Engineering Division led to the company procuring its first order from Midhani (Defence PSU) for Machining Services and was executed in March2025. The Engineering division has planned for capex for procurement of equipment during 2025-26 for execution of new orders.

The break-up of the revenues is given below:

( In Lakhs)

Sl. No		Description	Amount
1	OCTG Products		6,269.78
2	OCTG Product Services		5,968.53
3	Engineering Division - Services		52.00
	TOTAL		12,290.31

PROSPECTS:

The company is participating in the new tenders floatedby ONGC and OIL and global tenders for the FY 2025-26. The company expects the tenders to open during June-July25 and finalisation of the tenders in Aug-Sept25. These tenders are in our product line Drill Pipes, Heavy Weight Drill Pipes, Drill Collars and other related products.

Government of Indias ‘Make in India Policy allows the Domestic Manufacturers to participate in the Tenders. There are certain specialised premium products and connections for which the Company has the Licenses and the fully integrated facility makes OCTL competitive and successful in securing more Orders.

Further Government of India has also amended the Steel Policy by in the Condition Melt & Pour replacing Value Addition of 35 % means that raw materials are to be procured domestically. The company is working on similar lines to comply with the policy.

The company has focused on sectors of Defense, Aero Space, Power, Railways and Critical Engineering Machining Components. This shall diversify the revenue mix from single industry focused sector to multi-industrial sectors to bring steady growth and stability in the company revenues in the future.

Your company is operating in core sunrise sectors and has big opportunities for growth in next coming years.

SHARE CAPITAL

During the year under review, there is a change in the Capital Structure of the Company as detailed below.

The company borrowed Inter Corporate Deposits (ICD) from United Steel Allied Industries Private Limited (USAIPL), the promoter company during January 2020 to September 2023 to pay One Time Settlement amount to the Banks and to meet CIRP costs and operational expenses. The total amount outstanding as on 30th September, 2024 was Rs.92,71,55,823. Since a positive net worth (excluding Revaluation reserves) is a pre-requisite for the company to participate in the tenders being floated by various authorities, the company requested USAIPL (promoter company) and USAIPL had agreed in principle to convert the ICD outstanding in OCTL into OCPS and to augment the net worth of the company and to enable OCTL to participate in the future tenders.

Pursuant to the approval of the shareholders by a Special Resolution passed at the Extra-Ordinary General Meeting held on 11^th December 2024, and all other applicable approvals, the Company issued and allotted 1,38,46,154 OCPS at a price of Rs.65/- per share as per the SEBI (ICDR) Regulations 2018 to USAIPL (promoters) on 31-12-2024 amounting to Rs.90 cr, being convertible within 18 months from the date of allotment. Each OCPS being convertible into one equity share each. USAIPL has exercised the option of conversion and the company has converted 35,50,000 OCPS into equal number of Equity shares on 29-01-2025. As a result, as on the 31-03-2025, there are 1,02,96,154 fully paid up Zero Coupon Optionally Convertible Non-Cumulative Preference Shares (OCPS).

Authorized Share Capital:

The Authorized Share Capital of the Company is as following;

as on 31st March, 2025	a) 71,00,00,000 (Rupees Severnty One Crores) divided into 7,10,00,000 equity shares having face value of 10/- each
as on 31st March, 2024	b) 14,00,00,000 (Rupees Fourteen Crore only) divided into 1,40,00,000 Zero Coupon Optionally Convertible Non-Cumulative Preference Shares (OCPS) having face value of 10/- each 85,00,00,000 (Rupees Eighty Five Crores) divided into 8,50,00,000 equity shares having face value of 10/- each.

Issued, Subscribed and Paid-up Share Capital:

The Issued, Subscribed and Paid-up Share Capital of the Company is as following;

as on 31st March, 2025	a) 47,83,95,300 (Rupees Forty-Seven Crores Eighty-Three Lakhs Ninety-Five Thousand and Three Hundred Only) divided into 4,78,39,530 Equity Shares having face value of 10/- each.
	b) 10,29,61,540 (Rupees Ten Crore Twenty-Nine Lakhs Sixty-One Thousand Five Hundred and Forty Only) divided into 1,02,96,154 Zero Coupon Optionally Convertible Non-Cumulative Preference Shares (OCPS) having face value of 10/- each
as on 31st March, 2024	44,28,95,300 (Rupees Forty Four Crores Twenty Eight Lakhs Ninety Five Thousand and Three Hundred Only) divided into 4,42,89,530 equity shares having face value of 10/- each.

TRANSFER OF AMOUNT TO RESERVES:

In view of the loss, no amount is proposed to be transferred to reserves.

DIVIDEND:

Your Company did not declare any Dividend for the Financial Year 2024-25

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 7 times during the financial year. The dates on which the meetings were held are 9 ^th May,2024, 17^th July,2024, 24^th July,2024, 12^th August, 2024, 31^st August, 2024, 11^th November, 2024 and 29^th January, 2025.

CHANGE IN DIRECTORS AND KMPS DURING THE FINANCIAL YEAR 2024-25

Mr. Sridhar Kamineni (DIN: 00078815) have resigned from the office of Managing Director of the company with effect from 24^th July, 2024. Mr. Dinakar Vemulapalli (DIN: 00946199), Non- Executive Director of the Company, Mrs. Uma Tiruveedula (DIN 09754712) and Mr. Kunaparaju Vijayarama Raju (DIN: 07868050), Independent Directors of the Company resigned as from the office of Directors of the company with effect from 17 ^th July, 2024.

Shri K. Suryanarayana, was appointed as Chairman and Managing Director of the company with effect from 12^th August, 2024 and the same was regularized in the 38^th AGM held on 30^th September, 2024.

Mrs. Uma Kumari Kamalapuri (DIN: 10671999), Mr. Moturu Siva Ram Prasad (DIN: 00227705), Mr. Tatineni Yoganand (DIN: 07593253) were appointed as Additional Directors of the Company in the category of Independent Directors of the Company with effect from 17 ^th July, 2024 the same were regularized in the 38^th AGM held on 30^th September, 2024

Mr. Venkatesh Vasant Rao Parlikar (DIN: 10715610) was appointed as Additional Director of the Company with effect from 24 th

July, 2024 and the appointment was regularized in the 38^th AGM held on 30th September, 2024

Other than the above mentioned, there were no other changes took place in the office of Directors and KMPs.

Further, post FY 2024-25, the following changes took place in the office of Directors and KMPs between the close of

FY and the date of this report:

Mrs. Shri Puja Kamineni (DIN: 06818438) Mr. Paruchuri Dheeraj Chowdary (DIN: 09341915) were appointed as Additional

Directors in the category of Non-Executive Directors of the company with effect from 11 ^th June, 2025 and Mr. Kamineni Shashidhar (DIN:00332223) was appointed as Additional Director in the category of Non-Executive Director of the company with effect from 7^th August, 2025. The resolutions for regularization of the said appointments are included in this notice convening 39^th AGM of the Company for approval of members.

Mr. Sudhir Kumar Pola, Company Secretary and Compliance Officer of the Company has resigned with effect from 8^th May, 2025.

Mr. Vaibhav Suryakant Suryawanshi (ICSI Membership No.: ACS 72171) was appointed as Company Secretary and

Compliance Officer of the Company with effect from ^th August, 2025. 7

Mr. J Ramamuni Reddy, the Chief Financial Officer of the Company has been re-designated as Head Accounts of the company w.e.f 7^th August,2025.

Mr. Lal Bahadur Shastry Gubba (ICAI Membership No.: 220590) was appointed as Chief FinancialOfficerof the Company with effect from 7^th August, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Reg. 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from Company Secretary in Practice Ms. Manjula Reddy Aleti confirming the compliance with the conditions of

Corporate Governance as stipulated under above regulation is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company has paid the Annual Listing Fees for the year 2025-26 to NSE and BSE where the Companys Shares are listed.

DEMATERIALISATION OF SHARES:

97.82% of the companys paid up Equity Share Capital is in dematerialized form as on 31^st March, 2025 and balance 2.18% is in physical form. The Companys Registrars are M/s. XL Softech Systems Limited having their registered office at 3, Sagar

Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions that were entered during the financial year were on an arms length basis related party transactions with the Companys Promoters, Directors, course of business.There were no materially significant Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-E.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.octlindia.com under investors/ policy documents/Related Party Policy link.

EXTRACT OF ANNUAL RETURN :

Annual Return in Form MGT-7 is available on the Companys website, the web link for the same is https://www.octlindia.com/ annual_return.html

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

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-C to this report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SEC.149 OF COMPANIES ACT, 2013:

The Independent Directors have submitted declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee, two thirds being Independent Directors. CSR Committee of the Board has developed a CSR Policy under Health care and Education activities which are enclosed as part of this report as Annexure-D.

Additionally, the CSR Policy has been uploaded on the website of the Company at www.octlindia.com under investors/ policy documents/CSR Policy link.

CHANGES IN THE NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

There have been no material changes or commitments that have affected the financial position of the Company between the close of FY 2024-25 and the date of this report.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

As defined under the Act, the Company doesnt have any Subsidiary, Joint Venture and Associated companies as of March 31, 2025.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that:

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

b) 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 loss of the company for the same period; c) the directors have taken proper and sufficient care for the maintenance 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT OBSERVATIONS:

There are no observations from the Auditors during the year under review.

AUDITORS: i) Statutory Auditors:

M/s. CKS Associates, Chartered Accountants, Hyderabad, Statutory Auditors have been appointed for a period of Five Years at the 36^th Annual General Meeting until 41^st Annual General Meeting. ii) Cost Auditors :

The Company is required to appoint Cost Auditors, if the turnover of the Company is more than Rs.100 Crores in the previous year. Since the turnover of the Company is below Rs.100 Crores threshold during the year 2023-24, the Cost Auditors are not required to be appointed for the year 2024-25.

Further since the turnover during the FY 2024-25 is more than Rs. 100 Crores, Company is required to appoint Cost Auditors for auditing the Cost Records for FY 2025-26. Accordingly, Board of Directors of the Company have appointed M/s Sagar & Associates, Cost Accountants, Hyderabad, Firm Registration No.000118 as Cost Auditors based on the recommendation of Audit Committee and the resolution ratifying the Remuneration to be paid to Cost Auditors is included in the Notice convening this 39^th Annual General Meeting of the Company iii) Secretarial Audit:

Ms. Manjula Aleti, Practicing Company Secretary in practice was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the year 31^st March, 2025 as per the section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Secretarial Audit Report for the year ended 31^st March,2025 (in Form MR-3) submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

iv) Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report issued by Ms. Manjula Aleti, Practicing Company Secretary has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year and same is annexed to this Boards Report as Annexure-B.

STATEMENT ON COMPLIANCE WITH MATERNITY BENEFITS:

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH THE COMPANY:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

VIGIL MECHANISM / VIGIL BLOWER:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism / Vigil Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism / Vigil Blower Policy has been uploaded on the website of the Company at www.octlindia.com under investors / policy documents / Vigil Mechanism / Vigil Blower Policy link.

PARTICULARS OF EMPLOYEES:

In term of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in ANNEXURE-F.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Board of Directors had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro- active approach in reporting, evaluating and resolving risks associated with the Companys business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems and procedures to combat risks. The Risk Management Procedures are reviewed by the Audit Committee and the Board of Directors on a quarterly basis at the time of review of the Quarterly Financial Results of the Company.

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

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

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

The Company has setup Internal Complaint Committee to redress complaints on sexual harassment.

During the year under review, no complaints were received.

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year:Nil

(c) Number of cases pending for more than ninety days: N.A

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There have been no significant material orders passed by the Regulators or Courts or Tribunals which concern status of the Company and its future operations.

PREVENTION OF INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. During the year, the Company has complied with the said code.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on 31^st March, 2025.

INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained harmonious at all our offices and establishments.

ACKNOWLEDGEMENTS:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, ONGC, Oil India Limited, Multinational Companies operating in India and Abroad for Oil and Gas Exploration and Drilling, Bankers, Material Suppliers, Customers and the Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Engineers and Employees of the Company at all levels.

For and on behalf of the Board of Directors

K.Suryanarayana	Tatineni Yoganand
Chairman& Managing Director	Director
DIN: 00078950	DIN: 07593253

 

Place: Hyderabad

Date : 7-August-2025