rmg alloy steel ltd Directors report

To,

The Members,

Welspun Specialty Solutions Limited

(Formerly known as RMG Alloy Steel Limited)

Your 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
	Production	Sales	Gross Sales	Production	Sales	Gross Sales
	(Qty M.T.)	(Qty M.T.)	(Rs.in Lakhs)	(Qty M.T.)	(Qty M.T.)	(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 Companys 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. like Inspite of numerous challenges including significant sudden imposition of export duty (15%) on companys 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: l Total order book at the close of the year for stainless steel bars and pipes & tubes stood at Rs.155 crores and growing. l 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. l Received BIS IS-17875 Certification for seamless pipes

& tubes in addition to IS-6529 (for Blooms / Ingots ) and IS-6603 (for Rolled Bars) l 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 ("the SEBI Listing Regulations"), 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 Companys website at https://welspunspecialty.com/policy.php.

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 Non-cumulative 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 Companys financial statement has been prepared as per Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies

Act, 2013 (the "Act") 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	28,849	28,849
Share Capital
Non-Cumulative	1,666	1,481
Redeemable
Preference Share
Capital
Non-Cumulative	3,775	3,775
Redeemable
Preference share capital adjustment account
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. self-assessment

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 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, confirminghe / 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, 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 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 SEBIs guidance note on board evaluation and inputs received from the Directors, covering various aspects of the Boards 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 "Corporate Governance

Report" annexed to this Report as "Annexure IV". 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 "Corporate Governance Report" annexed to this Report as "Annexure IV".

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 cant 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 1:52
(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	Nil
	Brijveer Singh	CFO	NA*
	Suhas Pawar	CS	NA*
(iii) the percentage increase in the median remuneration of employees in the financial year:	Median remuneration decreased by 5.88%. 554 as on March 31, 2023.
(iv) the number of permanent employees on the rolls of company
(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: remuneration (vi) Affirmation policy of the Company.	The average increase in remuneration of employees excluding KMP in last financial year was 6.89%.
	Remuneration paid during the year ended March 31, 2023 was as per the Remuneration Policy of the Company.

Notes: (*) Appointed during the year under review.

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. Name No.	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	78,40,170	Contract	Chartered Accountant	21	29-July-21	43	Welspun Group	0.20%	No
2 Sanjay Batra*	Senior Vice President	74,42,880	Permanent	Diploma - Mechanical, Post Diploma in Business Administration	11	26-Dec-00	55	Maharashtra Seamless Ltd	Nil	No
3 Vipul Sutaria	President	67,59,234	Permanent	BE - Mechan- ical, PGDBM Marketing	23	11-Oct-21	48	Saarloha (Erstwhile Kalyani Carpenter)	Nil	No
4 Narendra Kumar Bhandari	President	66,64,858	Permanent	Chartered Accountant	21	25-Sep-09	62	Fata Tanning	0.00%	No
5 Nityanand Shukla	Vice President	42,72,214	Permanent	B.Sc, BE - Me- chanical, MBA	34	11-Oct-21	56	Bhawani Industries Pvt Ltd	Nil	No
6 Anil Kumar Singh Rana	Assistant Vice President	32,68,744	Permanent	BE - Electrical	19	05-May-10	52	Star Wire (In- dia) Limited	Nil	No
7 MV Rajasekhar	Assistant Vice President	28,65,529	Permanent	M. Sc (Tech), M.M.S.	29	09-Jun-22	54	Tubacex Prakash India Ltd	Nil	No
8 Manas Ranjan Dash	Assistant Vice President	27,77,043	Permanent	BA, LLB, PGD in HRD	26	29-Nov-19	52	Enzen Group	Nil	No
9 Avadhesh Kumar Porwal	General Manager	24,05,003	Permanent	Diploma - Me- chanical	25	09-Oct-17	54	Welspun Corp Limited	Nil	No
10 Saubhag Sharma	General Manager	27,68,272	Permanent	C.A.	11	02-Jan-12	33	-	Nil	No
11 Tapash Chakraborty*	Deputy Gen- eral Manager	25,66,667	Permanent	B E Metallurgy	33	26-Apr-22	55	Baramati Specialty Steels Ltd	Nil	No
12 Samir Malhotra	Retainer Vice President	25,50,000	Permanent	B E Metallurgy, MBA Sales	26	01-Aug-21	53	Arora Iron & Steels Ltd as Head Marketing	Nil	No

* resigned / discontinued / employed for part of or during the year.

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 Companys 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 "Corporate Governance

Report" annexed to this Report as "Annexure IV".

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 differencebetween 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:-
	• Senior managerial personnel (including Key Managerial Personnel)	Nil
	• 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
	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
	• Lock-in period, if any	Nil
	• 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 "Earnings 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 used during Adescription of the method and significant the year to estimate the fair values of options, including the following weighted-average information:	Nil
	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.

Company Certificate

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

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.

14. 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.

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 "Annexure II".

The Companys policy on Related Party Transactions as approved by the Board is uploaded on the Companys 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-?-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

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.

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.

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.

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 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 Companys policy on establishment of Vigil Mechanism for Directors and Employees, please refer to the point no.13 (iii) of the "Corporate Governance Report" annexed to the this

Report as "Annexure IV".

The details of Whistle Blower Policy and Vigil Mechanism is also available on the Companys 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:

• Installed Chamfering machine to chamfer dia upto 80mm.

• Developed new tooling for extrusion process to get better throughput.

• Installation of new Pickling Crane for handling material.

• 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

"Annexure IV". 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 V". Management Discussion and Analysis is separately given in this Report as "Annexure VII".

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of addressthe Act,financial,your Directors, operational, based on the representations received from the Operating

Management, and after due enquiry, hereby confirm 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; c) the directors had taken proper and 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.

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

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 compliance and strategic risk. A structured enterprise that: 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 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 Directorscare 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 ("ICC") under Sexual Harassment of Woman 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:

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 ("IFC") 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 and material order was passed assurance of the adequacy and effectiveness of the organizations 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 refer effectively paragraph under caption "internal control system" 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 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,

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

• 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;

No share with differential rights was issued by the

Company nor did the Company issue any equity share as sweat equity share;

• 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; by No significant the regulators or courts or tribunals which would have impacted the going concern status and the Companys operations in future;

• 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.

29. 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.

30. 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.

For and on behalf of the Board of Directors

B.K. Goenka	Anuj Burakia
Chairman	CEO & Whole Time Director
DIN: 00270175	DIN: 02840211

Place: Mumbai

Date: May 24, 2023