Steel Strips Wheels Ltd Directors Report

To

The Members,

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

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs) S. No.	Particulars	Standalone		Consolidated
		2024-25	2023-24	2024-25	2023-24
A)	Revenue from Operations	4,42,899.83	4,35,709.54	4,42,899.83	4,35,709.54
B)	Other Income	1,343.91	1,606.39	316.76	1,365.47
C)	Total Income (A+B)	4,44,243.74	4,37,315.93	4,43,216.59	4,37,075.01
D)	Total Expenditures (excl. Finance Cost, depreciation and amortization)	3,94,218.38	3,89,190.11	3,94,465.84	3,89,308.59
E)	Profit before interest, depreciation and amortization	50,025.36	48,125.82	48,750.75	47,766.42
F)	Interest & Financial Charges	11,723.11	10,266.60	11,724.30	10,266.60
G)	Depreciation and amortization expenses	10,100.88	8,995.30	11,113.26	10,422.14
H)	Profit before Exceptional Item and tax	28,201.37	28,863.92	25,913.19	27,077.68
I)	Exceptional Item	0.00	0.00	0.00	47,310.39*
J)	Profit Before Tax After exceptional item	28,201.37	28,863.92	25,913.19	74,388.07
K)	Share of profit/(loss) from Associates	-	-	(13.91)	(45.19)
L)	Profit before tax	28,201.37	28,863.92	25,899.28	74,342.88
M)	Tax expense Current tax Deferred tax Prior year tax adjustments	6,602.85 606.20 (2.69)	9,393.80 (2,519.37) 0.00	6602.85 (229.33) (2.69)	9,393.80 (2,519.37) 0.00
N)	Profit after tax	20,995.01	21,989.49	19,528.45	67,468.45
O)	Other Comprehensive Income (Net of Tax)	(77.70)	113.66	(77.70)	113.66
P)	Total Comprehensive Income for the period (N+O)	20,917.31	22,103.15	19,450.75	67,582.11

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

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

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

A notable trend during the financial year was the slowdown in global manufacturing, especially in Europe and parts of Asia, driven by supply chain disruptions and weak external demand. In contrast, the services sector performed better, supporting growth in many economies. Inflationary pressures eased in most economies although services inflation has remained persistent. Global real GDP growth was estimated at approximately 3.0 percent in 2025 , down from about 3.2 percent in 2024. {Source: Summary of economic survey 2024-25 by PIB Delhi; https://www.pib.gov. in/PressReleasePage.aspx?PRID=2097921 ) Despite global uncertainty, Indias economy continued to grow at a steady and confident pace standing out as the fastest growing major economy in the world. India also became the worlds 4th largest economy in FY 2024-25. Indias growth momentum was underpinned by strong fundamentals and consistent performance. Real GDP expanded by 6.5 percent in FY 2024-25, with the final quarter (Q4 FY 25) posted a robust 7.4 percent growth, supported by strong private consumption, elevated capital formation, and sectoral gains—particularly in construction and financial services. Nominal GDP also expanded sharply by 9.8 percent in FY 2024-25. {Source: https://www.pib.gov.in/PressNoteDetails.aspx?NoteId=154840&ModuleId=3 & https://mospi.gov.in/sites/default/files/press release/NAD PR 30mav2025.pdfl

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

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

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

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

On standalone basis:

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

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

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

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

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

On consolidated basis:

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

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

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

KEY BUSINESS DEVELOPMENT

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

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

1. AMW Autocomponent Limited, Wholly Owned Subsidiary

2. Clean Max Astria Private Limited, Associate

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

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

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

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

Formation of Wholly Owned Subsidiary in European Union

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

• Expand the Companys footprint in a strategically important region with strong growth potential;

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

TRANSFER TO RESERVES

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

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

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

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

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

CAPITAL EXPENDITURE

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

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

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

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

Confirmations:

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

i. issued any debentures or bonds

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

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

iv. made any changes in voting rights

v. reduced its share capital or bought back its shares

vi. changed the capital structure resulting from restructuring

vii. failed to implement any corporate action

viii. issued warrants or convertible securities

ix. made any changes in its authorised share capital

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

CHANGE IN NATURE OF BUSINESS

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

EMPLOYEE STOCK OPTION SCHEME

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

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

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

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

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

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

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

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

HUMAN RESOURCES DEVELOPMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

remaining one (1) (8.33%) is Nominee Director [Nominated by Tata Steel Limited (Equity Investor)] Changes in the Board of Directors during the FY 2024-25

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

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

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

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

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

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

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

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

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

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

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

31.03.2029.

» Resignation / Cessation of Directors:

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

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

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

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

Re-appointment of Directors Retiring By Rotation:

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

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

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

Continuation of Directorship

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

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

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

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

Re-appointment & Continuation of Independent Directors:

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

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

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

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

Key Managerial Personnel (KMP)

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

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

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

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

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

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

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

• Sh. Dheeraj Garg, Managing Director ;

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

• Sh. Manohar Lal Jain, Executive Director ;

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

• Ms. Kanika Sapra, Company Secretary & Compliance Officer

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

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

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

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

INTERNAL CONTROL SYSTEMS

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

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

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

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

• Adherence to accounting policies.

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

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

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

• The Company has adequate risk management policy.

• Code of Conduct and other policies.

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

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

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

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

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

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

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

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

NUMBER OF MEETINGS OF THE BOARD

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

» SECRETARIAL AUDITOR

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

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

• Secretarial Audit Report

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

• Annual Secretarial Compliance Report

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

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

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

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

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

• MAINTENANCE OF COST RECORDS AND AUDIT THEREOF

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

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

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

SECRETARIAL STANDARDS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

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

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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

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

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

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

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

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

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

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

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

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

RISK MANAGEMENT

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

The RMC of the Company has been entrusted by the Board with the responsibility of formulating a framework to identify the risks and its mitigation plans, reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. The details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Annual Report.The Company has developed and implemented a Risk Management Policy approved by the Board of Directors. The Board in its meeting held on 24.04.2024, have reviewed the Risk Management Policy as required under the SEBI (LODR) Regulations, 2015.

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

BOARD EVALUATION

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

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

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

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

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

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

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

Outcome of Evaluation

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

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

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

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

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

ANNUAL RETURN

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

PARTICULARS OF REMUNERATION OF DIRECTORS / KMPS / EMPLOYEES

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

Further, the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report, shall be open for inspection at the Registered Office of the Company during working hours of twenty-one (21) days before the ensuing AGM. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Shareholders, excluding the aforesaid statement. In case any shareholder is interested inobtaining a copy of the same may write to the Company Secretary of the company. The said statement has also been uploaded on the website of the Company at https://sswlindia.com/investor/ in terms of section 136 (1) of the Act.

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

CONFIRMATION WITH RESPECT TO THE COMPANYS FINANCIAL STATEMENTS AND BOARDS REPORT FOR THE PRECEEDING FINANCIAL YEARS

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

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

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

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

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

INDUSTRIAL RELATIONS WITH THE PERSONNEL OF THE COMPANY

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

ACKNOWLEDGEMENT

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

	For and on behalf of the Board
	Steel Strips Wheels Limited
Date: 01.08.2025	(Rajinder Kumar Garg)
Place: Chandigarh	Chairman
	DIN: 00034827