Steel Strips Wheels Ltd Directors Report

To

The Members,

Your Directors take pleasure in presenting the 38^th (Thirty-Eighth) Annual Report on the business and operations of Steel Strips Wheels

Limited ("the Company" or "SSWL") together with Audited Financial Statements (Standalone and Consolidated) for the financial year (FY) ended March 31, 2024.

FINANCIAL HIGHLIGHTS

S.	Particulars	Standalone		Consolidated
No.		2023-24	2022-23	2023-24	2022-23
A)	Revenue from Operations	4,35,709.54	4,04,054.49	4,35,709.54	4,04,054.49
B)	Other Income	1,606.39	1,240.22	1,365.47	1,240.22
C)	Total Income (A+B)	4,37,315.93	4,05,294.71	4,37,075.01	4,05,294.71
D)	Total Expenditures (excl. Finance Cost, depreciation and amortization)	3,89,190.11	3,59,774.04	3,89,308.59	3,59,774.04
E)	Profit before interest, depreciation and amortization	48,125.82	45,520.67	47,766.42	45,520.67
F)	Interest & Financial Charges	10,266.60	8,354.49	10,266.60	8,354.49
G)	Depreciation and amortization	8,995.30	8,044.10	10,422.14	8,044.10
H)	Profit before tax and Exceptional Item	28,863.92	29,122.08	27,077.68	29,122.08
I)	Exceptional Item*	0.00	0.00	47,310.39	0.00
J)	Profit before tax after exceptional item	28,863.92	29,122.08	74,388.07	29,122.08
K)	Share of profit/(loss) from Associates	-	-	(45.19)	(0.60)
L)	Profit before tax	28,863.92	29,122.08	74,342.88	29,121.48
M)	Tax expense
	Current tax	9,393.80	9,504.51	9,393.80	9,504.51
	Deferred tax	(2,519.37)	227.69	(2,519.37)	227.69
	Prior year tax adjustments	0.00	9.88	0.00	9.88
N)	Profit after tax	21,989.49	19,380.00	67,468.45	19,379.40
O)	Other Comprehensive Income (Net of Tax)	113.66	(265.52)	113.66	(265.52)
P)	Total Comprehensive Income for the period (N+O)	22,103.15	19,114.48	67,582.11	19,113.88

* The income shown under Exceptional Item 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

The global economy faced significant headwinds during the financial year (FY) 2023-24. The economy had merely recovered from the effects of the ongoing Russia-Ukraine war, that the conflict of Israel-Palestine caused further damage, resulting in dampening of economic sentiments, disruptions of supply chains worldwide, inflationary trends and slow growths. However, still the global economy had been surprisingly resilient as it registered a growth of 3.20 percent during 2023 {Source: World Economic Outlook (WEO), April 2024 of the International Monetary Fund (IMF)}. The Indian economy on the other hand recovered and expanded in an orderly fashion in the last three years as a result of the various support initiatives undertaken by the Government of India and the Reserve Bank of India. Indias economy grew by 7.60% in the FY 2023-24.

With India becoming the fifth(5th) largest economy in the previous FY, the real GDP in FY 2023-24 was 20% higher than its level in FY 2019-20 (Source: Economic Survey 2023-24 by Government of India), a feat that only a very few major economies achieved, consequently, it has left a strong possibility for robust growth in FY 2024-25 and beyond. Overall, the Indian economy looks forward to FY 2024-25 optimistically, anticipating broad-based and inclusive growth.

The automotive industry in India is one of the main pillars of the economy. With strong backward and forward linkages, it is a key driver of growth. The Automobile industry produced a total 28.43 million vehicles including Passenger Vehicles, Commercial Vehicles, Three Wheelers, Two Wheelers, and Quadricycles during the FY 2023-24. As a result, India holds a strong position in the international heavy vehicles arena making it the largest tractor manufacturer, second-largest bus manufacturer, and third largest heavy trucks manufacturer in the world. Despite various challenges, automobile industry achieved record growth in its different segments and indicated a positive trend for the industry.

Following the Industry trends, your Company effectively managed to work well during the financial year under review with improved sales mix and recorded growth in sales value. By maintaining a sharp focus on cost controls, streamlining processes and your Company sustained profitable growth despite the current economic conditions.

Further, during the financial year under review, pursuant to the order dated 12.10.2023 pronounced by the Honble NCLT Ahmedabad under the Corporate Insolvency Resolution Process (CIRP) of Insolvency and Bankruptcy Code(IBC), 2016, your company acquired AMW Autocomponent Limited (AACL). Subsequently, AACL became the Companys wholly owned subsidiary with effect from 09.01.2024 by way of implementation of the resolution plan. Accordingly, your companysfinancialresults for the Financial year 2023-24 were consolidated with that of AACL as well as Clean Max Astria Private Limited(CMAPL), the Associate Company.

A brief on the financial performance of the 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. 4,37,315.93 lakhs as compared to Rs. 4,05,294.71 lakhs in FY 2022-23, thereby recording an increase of 7.90%.

? In terms of number of wheels, the Company has achieved sale of 190.33 Lakh wheel rims for the financialyear under review as against sale of 176.21 lakh wheel rims during the FY 2022-23, recording an increase of 8.01%.

? Earnings Before Interest, Depreciation and Tax (EBIDTA) for the financialyear under review rose to Rs. 48,125.82 lakhs as compared to Rs. 45,520.67 lakhs in FY 2022-23, recording an increase of 5.72%.

? ?the Profit before tax for the financialyear under review has slightly decreased to Rs. 28,863.92 lakhs from Rs. 29,122.08 lakhs in FY

2022-23 marking a decline of 0.89%. However, the profit after tax (before comprehensive from Rs. 19,380.00 lakhs, resulting in an increase of 13.46%.

? During the year, the company has opted to move to new tax regime under Section 115BAA of the Income Tax Act 1961.

On consolidated basis:

? ?the total income for the financial year under review rose to Rs. 4,37,075.01 lakhs as compared to Rs. 4,05,294.71 lakhs in FY 2022-23, thereby recording an increase of 7.84%.

? EBIDTA for the financial year under review stood at Rs. 47,766.42 lakhs as compared to Rs. 45,520.67 lakhs in FY 2022-23, thereby recording an increase of 4.93%.

? ?the Profitbefore tax after exceptional item for the financialyear under review increased to Rs. 74,342.88 lakhs from Rs. 29,121.48 lakhs in FY 2022-23 recording an increase of 155.29% mainly on account of the exceptional item as defined in the table above. Similarly, the profit after tax (before comprehensive income) for the financial year under review increased to Rs. 67,468.45 lakhs from Rs. 19,379.40 lakhs in FY 2022-23, recording an increase of 248.15%.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

As on 31.03.2024, the company has 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 31.03.2024. However, the Policy for determining material subsidiaries as approved by the Board is 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.

Further, the company does not have any Joint Venture as on 31.03.2024.

CONSOLIDATED FINANCIAL STATEMENTS

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. The audited Consolidated Financial Statements of the Company for the Financial Year ended 31.03.2024 prepared in accordance with the provisions of the Companies Act, 2013 (‘the Act), Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015} and Indian Accounting Standards (IND AS) read with the Companies (Indian Accounting Standards)

Rules, alongwith the Auditors Report 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 /.

Additionally, pursuant to Section 129 and Section 136 of the Act and rules made thereunder a statement containing salient features on the performance and financial position of the subsidiary company i.e. AMW Autocomponent Limited and associate company i.e. Clean Max

Astria Private Limited is provided in Form AOC-1 which forms part of this Annual Report.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 19,380.00 Lakhs to the General Reserve out of the amount available for appropriation.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of Directors (Board) 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.

DIVIDEND

In accordance with the Dividend Distribution Policy of the Company, the Board of Directors at its meeting held on 23.05.2024, have recommended a final dividend of Rs. 1.00 per equity share (i.e. 100%) of face value of Rs. 1/- each {previous year Rs. 1.00 per equity share (i.e. 100%) of face value of Rs. 1/- each} for the FY 2023-24. The final dividend proposed is subject to the approval of members at the ensuing Annual General Meeting (AGM) of the Company. The total cash outflow on account of proposed dividend, if approved by the shareholders will amount to Rs. 1569.29 lakhs (previous year Rs. 1565.13 lakhs), resulting in total dividend payout of 7.14% of the

Standalone Net Profits of the Company.

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. 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.

The Register of Members and Share Transfer Books of the Company will remain closed from 24.09.2024 to 30.09.2024 (both days inclusive) for the purpose of AGM and payment of the aforesaid dividend for the financial year ended 31.03.2024.

CAPITAL EXPENDITURE

During the year under review, the Company on a standalone basis spent (Excluding Advances and Intangibles) Rs. 38209.96 Lakhs against

Rs. 13848.00 Lakhs in the previous financial year towards capital expenditure. This mainly comprises of regular capital expenditure at various plant locations & company offices and manufacturing capacity expansion.

The aforesaid capital expenditure for the FY 2023-24 includes an amount of Rs. 13815.00 Lakhs incurred by the company for the acquisition of wholly owned subsidiary company named as AMW Autocomponent Limited (AACL), pursuant to the NCLT, Ahmedabad, order dated 12.10.2023.

SHARE CAPITAL

On 12.12.2023, the Company allotted 416125 equity shares of Face value (FV) of Rs. 1/- each upon exercise of options by the employees of the Company under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2021" ("ESOS 2021") at an exercise price of Rs. 20/- each. Consequent to the allotment of aforesaid equity shares, the Issued and Paid-up Equity Share Capital of the Company increased from Rs. 15,65,13,200/- (divided into 156513200 equity shares of FV Rs.1/- each) to Rs. 15,69,29,325/- (divided into 156929325 equity shares of FV Rs.1/- each).

The Issued and Paid-up Equity Share Capital of the Company is Rs. 15,69,29,325/- (divided into 156929325 equity shares of Rs. 1/- each) as on 31.03.2024 as well as on the date of this report.

Confirmations: a) During the financial year under review, the Company has not: i. issued any debentures or bonds. ii. issued 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 SCHEMES

During the financial year under review, there were two ongoing Employee Stock Option Schemes titled as "Steel Strips Wheels Limited

– Employee Stock Option Scheme, 2016" ("ESOS 2016") and "Steel Strips Wheels Limited – Employee Stock Option Scheme, 2021" ("ESOS 2021"). The details of these ESOS schemes are as under: a) Steel Strips Wheels Limited- Employee Stock Option Scheme, 2016 (ESOS 2016):

During the financial year 2023-24, all the outstanding 17500 vested stock options granted under ESOS 2016 convertible into equal number of equity shares of face value Rs. 1/- each , were forfeited by the Employee Compensation Committee (ECC) in its meeting held on 16.03.2024.

These outstanding vested stock options were forfeited as the employees to whom these options were granted have left the company. In addition to above, the ECC in its meeting held on 16.03.2024 had also approved the closure of the "Steel Strips Wheels Limited- Employees Stock Option Scheme, 2016" (ESOS 2016) w.e.f. 16.03.2024. b) Steel Strips Wheels Limited- Employee Stock Option Scheme, 2021 (ESOS 2021):

During the financial year 2023-24, 416125 options, each convertible into one equity share of FV Rs. 1/- each, were exercised by the option holders and consequently, equivalent number of equity shares of FV Rs. 1/- each were allotted by the Allotment Committee of the Board of Directors in its meeting held on 12.12.2023 under the ESOS 2021. The equity shares allotted ranks pari-passu with the existing equity shares of the Company. Further, the ECC in its meeting held on 16.03.2024 had : ? ?forfeited 4750 options out of total outstanding stock options granted under Tranche 1 of ESOS 2021, as the employees to whom these options were granted have left the company; ? ?granted 200000 options to eligible employees of the Company under Tranche 2 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 16.03.2025 and exercise period would commence from date of vesting and will expire on completion of five (5) years from the date of grant.

Furthermore, there were no material changes in the ongoing employee stock option schemes of the Company i.e. "ESOS 2016" and

"ESOS 2021" except the closure of the ESOS 2016 in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 {SEBI (SBEB & SE Regulations, 2021}. During the year under review, the said schemes i.e. ESOS 2016 and ESOS 2021 were in compliance with SEBI (Share Based Employee Benefits and Sweat Equity)

& SE Regulations, 2021; erstwhile SEBI(Share Based Employee Benefits) Regulations, 2014} including 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 2016" and "ESOS 2021" is available on the website of the Company under the web-link: https://sswlindia.com/investors/sswl-disclosure-regarding-esos/

The Company has received a Certificate from the Secretarial Auditors of the Company that the aforesaid schemes i.e. "ESOS 2016" and

"ESOS 2021" have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 and the resolution(s) passed by the members of the Company in their AGM(s) held on 30.09.2016 and 30.09.2021, respectively. The certificate would be placed at the ensuing

AGM of the Company for inspection by the members.

BIDDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: ACQUISITION OF AMW AUTOCOMPONENT LIMITED

(AACL)

In the financial year 2020-21, your Company had bid for acquisition of AMW Autocomponent Limited (AACL), manufacturing of Steel Wheel Rims catering to Passenger Vehicles/ Truck and Tractor Segment, which was undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC, 2016). AACL owns a state of art wheel rims plant with capability to address domestic as well export requirements and completely supplements the existing steel wheel business of your

Company.

On September 21, 2021, your Company was declared as the successful resolution applicant by the Committee of Creditors of AACL under the CIRP process of the IBC, 2016 and a Letter of Intent was received from the Resolution Professional of AACL. The Company had unconditionally accepted the terms of the Letter of Intent.

And, during the financial year under review, the Honble National Company Law Tribunal (NCLT) Ahmedabad, vide its order dated October 12, 2023 approved the resolution plan for the acquisition of AACL. Subsequent, to the successful implementation of this resolution plan,

AACL became the wholly owned subsidiary company of your Company w.e.f January 09, 2024.

MOU WITH REDLER TECHNOLOGIES LIMITED, AN ISRAEL BASED COMPANY

In the FY 2022-23, your Company had signed a Memorandum of Understanding(MOU) with Redler Technologies Limited (Redler), an Israel Based global engineering company, in order to establish a Joint Venture in India focusing on the development, manufacturing, and marketing of innovative, state-of-the-art motion control solutions for Two, Three & Four wheeled electric vehicle in India. However, ongoing War in Israel has raised uncertainties and your company believes that it is in the best interest of all stakeholders to call off our discussions with Redler regarding the establishment of aforesaid Joint Venture in India.

Your company understands the importance of the technical collaborations and shall remain committed to exploring new opportunities.

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 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 thisAnnual 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 2023-24, your company implemented several new initiatives to enhance employee health and well-being. A dedicated "wellness and meditation center" was established, offering gym and yoga facilities to promote physical fitness and relaxation.

Regular health checkups, including BMI assessments, ensured that employees were aware of their physical health status and could take proactive steps to improve it. To address mental health, bi-weekly stress management/recreational activities were organized, providing employees with effective coping strategies. Mental health awareness sessions were also conducted to destigmatize mental and provide support. In addition to this, 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 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 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 is a performance metric and is used to identify, improve and control a businesss various functions and resulting outcomes.

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

The Company has zero tolerance towards sexual harassment at workplace and 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. 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.

During the financial year under review, the Company has not received any complaint on sexual harassment.

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 & a Woman Independent Director who have wide and varied experience in the field of Engineering, Finance,

Business Management, Administration, Human Resource, Corporate Planning, Corporate Laws, Industry, Commerce, Education, etc. The Companys Board consists of twelve (12) Directors as on March 31, 2024. Of the said 12 Directors, three (3) (i.e. 25%) are Executive Directors(EDs) (one ED belonging to promoter category) and two (2) (i.e. 17%) are Non-Executive Non Independent Directors out of which one (1) is Non-Executive Chairman belonging to promoter category. Remaining seven (7) (i.e. 58%) are Non-Executive Directors of which, six (6) are Independent Directors (including one Woman Independent Director) and one (1) is Nominee Director [Nominated by

Tata Steel Limited (Equity Investor)].

Changes in the Board of Directors during the FY 2023-24

During the financial year under review, the members of the Companyapproved^th Annual General Meeting (AGM) held on 23.08.2023:

? Re-appointment of Sh. Dheeraj Garg (DIN: 00034926), as Managing Director of the Company for the period of five years effective from

01.06.2023 till 31.05.2028.

? Re-appointment and continuation of Sh. Andra Veetil Unnikrishnan (DIN: 02498195), as Deputy Managing Director (Executive Director) of the Companyfortheperiodoffive . years effectivefrom 01 01 2024till 31 12 2028

? Re-appointment and continuation of Sh. Manohar Lal Jain (DIN: 00034591), as an Executive Director of the Company for the period of five years effective from 01.07.2023 till 30.06.2028.

? Re-appointment and continuation of Sh. Virander Kumar Arya (DIN: 00751005), as an Independent Director for second term of three consecutiveyearseffectivefrom . 01 10 2023till 30 09 2026

? Continuation of the Directorship of Sh. Rajinder Kumar Garg (DIN: 00034827) as Chairman and Non-Executive Director of the Company

Resignation of Executive Director:

No Director of the company resigned during the FY 2023-24, however, Sh. Andra Veetil Unnikrishnan (DIN: 02498195) Deputy Managing

Director, due to his age, has stepped down from the post of Deputy Managing Director (Executive Director) of the Company with effect from

10.06.2024. He shall remain associated with the company in other capacity on whole time basis. The Board places on record its deepest appreciation for the invaluable contributions made by Sh. Andra Veetil Unnikrishnan as Deputy Managing Director of the Company and look forward to his support in the future growth of the Company through his new role in the Company.

Retirement by Rotation and subsequent re-appointment:

Pursuant to the provisions of Section 152 of the Act and Rules framed thereunder (including any amendment thereof) and Articles of Association of the Company, Sh. Dheeraj Garg (DIN: 00034926), Managing Director and Sh. Sanjay Garg (DIN: 00030956) Non-Executive Non-Independent Director of the Company are liable to retire by rotation at the ensuing 38^th AGM of the Company and being eligible, offer themselves for re-appointment. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee (NRC), the Board recommends their re-appointment for your approval.

(DIN: 00034926), Managing Director and Sh. Sanjay Garg (DIN: 00030956), Non-Executive Briefprofile

Non-Independent 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 38^th AGM of the Company.

Appointment of Executive Director:

Pursuant to the provisions of the Act, SEBI (LODR) Regulations, 2015 and upon recommendation of the NRC, the Board of Directors of the Company at its meeting held on 29.08.2024, has approved the appointment of Sh. Mohan Joshi (DIN: 07526082) as an Additional Director on the Board of the Company, with effect from 29.08.2024 pursuant to Section 161 of the Act read with the Articles of Association of the

Company.

In the same meeting, on the recommendation of the NRC, the Board has also approved the appointment of Sh. Mohan Joshi as an Executive

Director of the Company, designated as Deputy Managing Director, for a period offive(5) effectivefrom 29.08.2024 to consecutiveyears

28.08.2029, subject to approval of the members of the Company in the ensuing AGM. In terms of Sections 152 and 161 of the Act, the term of his office shall be liable to retire by rotation. The Company has also received requisite notice from a member proposing his appointment as Director of the Company. Brief Profile of

Sh. Mohan Joshi as required under the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 on General Meetings is provided in the

Notice convening the 38^th AGM forming part of this Annual Report.

Appointment of Independent Director:

The Board, upon recommendation of the Nomination and Remuneration Committee, at its meeting held on 29.08.2024 has approved the appointment of Smt. Sukhvinder Khanna (DIN: 10744212) as an Independent Director of the Company for a term of five(5) consecutive years with effect from 01.10.2024 to 30.09.2029, subject to the approval of the members of the Company at the ensuing 38 ^th AGM of the Company.

In the opinion of the Board, Smt. Sukhvinder Khanna will bring on Board the required experience, integrity, expertise and relevant proficiency which will add tremendous valuetotheBoardinexercisingtheirroleeffectively. The requisite declarations and eligibility confirmations under the provisions of the Act and SEBI (LODR) Regulations, 2015 were received from Smt. Sukhvinder Khanna for considering her appointment as an Independent Director. The Company has also received requisite notice from a member proposing her appointment as Director of the

Company.

Brief profile of Smt. Sukhvinder Khanna as required under the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 on General

Meetings is provided in the Notice convening the 38^th AGM forming part of this Annual Report.

Re-appointment & Continuation of Independent Directors:

The members of the company in their 33^rd AGM held on 30.09.2019 had appointed Sh. Ajit Singh Chatha, Sh. Surinder Singh Virdi and

Sh. Shashi Bhushan Gupta as Independent Directors of the Company for the first term of five(5) consecutive years w.e.f. 01.10.2019 to

30.09.2024. Further, members in their 34^th AGM held on 30.09.2020, had appointed Smt. Deva Bharathi Reddy as an Independent Director of the Company for a period effective from 01.08.2020 to 30.09.2024. Accordingly, the first term of appointment of aforesaid Independent Directors of the Company is coming to an end on 30.09.2024. All the said

Independent Directors are eligible for re-appointment, subject to the approval of the members by way of special resolution.

However, due to pre-occupation and other personal commitments, Sh. Surinder Singh Virdi (DIN: 00035408) has expressed his unwillingness for re-appointment for the second term. Therefore, he shall cease to be Independent Director of the Company with effect from the close of business hours on 30.09.2024. He joined the Board of the Company in the year 2019. The Board places on record its appreciation for the leadership and invaluable contribution made by Sh. Surinder Singh Virdi whose extensive knowledge and understanding of the various functional areas played an important role in the growth of the Company.

Further, 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(75) 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.

Sh. Ajit Singh Chatha has already attained the age of 75 years. Whereas, Sh. Shashi Bhushan Gupta will attain the age of 75 years (on

27.07.2025) during his proposed tenure of re-appointment. Therefore, re-appointment/continuation of their directorship shall also require special resolution pursuant to Regulation 17(1A) of the SEBI (LODR) Regulations, 2015.

On the basis of above and the performance evaluation of Sh. Shashi Bhushan Gupta, Sh. Ajit Singh Chatha and Smt. Deva Bharathi Reddy, Independent Directors of the Company and considering their business knowledge, experience and the substantial contribution made by them during their first tenure of appointment, upon recommendation of NRC, the Board of Directors in its meeting held on

29.08.2024, have approved the following subject to the approval of members by way of special resolution in the ensuing AGM of the Company:

? Re-appointment and continuation of Sh. Ajit Singh Chatha (DIN: 02289613) and Sh. Shashi Bhushan Gupta (DIN: 00154404), as

Independent Directors of the company for second term of five (5) consecutive years effective from 01.10.2024 to 30.09.

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

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 and/or continuation of directorship of Directors.

Continuation of Directorship pursuant to Regulation 17 (1D) of the SEBI (LODR) Regulations, 2015:

Pursuant to the amendments made vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

(Second Amendment) Regulations, 2023, dated June 14, 2023, a new regulation i.e. Regulation 17(1D) has been inserted in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations 2015}, which mandates that with effect from April 1, 2024, the continuation of a Director serving on the Board of Directors of a listed entity shall be subject to approval by the Members at a general meeting at least once in every five (5) years from the date of their appointment or re-appointment, as the case may be. Further, the continuation of director serving on the Board of Directors of a listed entity as on March 31, 2024, without the approval of the Members for a period of last five (5) years or more shall be subject to the approval of Members in the first general meeting to be held after March 31, 2024.

In pursuance of Article 129 of the Articles of Association of the Company and in terms of the Share Subscription Agreement dated 11.01.2008, entered between Kalimati Investment Private Limited {now merged into Tata Steel Limited (TSL)}, the company & others, TSL was entitled to nominate a non-retiring director on the Board of the Company. Accordingly, TSL had vide its letter dated 14.11.2018 nominated Sh. Sanjay Surajprakash Sahni (DIN: 08263029) as its Nominee Director on the Board of the Company and thereafter, Sh. Sanjay Surajprakash Sahni was appointed as the Nominee Director of TSL, on the Board of the Company w.e.f. 14.11.2018 and his appointment as Nominee Director was not liable to retire by rotation. However, pursuant to the aforesaid new provision of SEBI (LODR) Regulations, 2015, his continuation of appointment is now subject to the approval of the members of the company. Thus, upon recommendation of Nomination and Remuneration Committee of the company, the Board of Directors in its meeting held on 29.08.2024 have approved the Continuation of Directorship of Sh. Sanjay Surajprakash Sahni (DIN: 08263029), as Nominee Director of

TSL (Non-Executive Non-Independent Director) on the Board of the Company, for a period of five(5) consecutive years with effect from 01.04.2024 till 31.03.2029 and his period of office shall not be liable to retire by rotation, subject to the approval of the members of the

Company.

The resolution proposing the continuation of his appointment as the Nominee Director (Non-Executive Non-Independent Director ) alongwith his brief profile is contained in the Notice of the ensuing AGM which forms part of this Annual Report.

Key Managerial Personnel (KMP)

During the financial year under review, there were no changes to the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company:

? Sh. Dheeraj Garg, Managing Director

? Sh. Andra Veetil Unnikrishnan, Executive Director (Deputy Managing Director) (upto 10.06.2024)

? Sh. Mohan Joshi, Executive Director (Deputy Managing Director) (with effect from 29.08.2024)

? Sh. Manohar Lal Jain, Executive Director

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

? Sh. Shaman Jindal, Company Secretary

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 other than remuneration, sitting fees and dividend declared by the Company on the shares held by them.

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

Subsidiary Company: AMW Autocomponent Limited (AACL)

Pursuant to the Corporate Insolvency Resolution Process under the Insolvency Bankruptcy Code, 2016, the Resolution Plan submitted by the Company for acquiring AMW Autocomponent Limited (AACL) was approved by the Honble NCLT, Ahmedabad vide its order dated 12.10.2023. As per the approved resolution plan, the Company has completed the acquisition of AACL on 09.01.2024 by infusing Rs. 13815.00 Lakhs through a mix of equity and debt as follows: -? ?subscription of 50,00,000 Equity Shares of Rs. 10/- each aggregating to Rs. 500.00 Lakhs of AACL;

? Inter-corporate loan of Rs. 13315.00 lakhs to AACL

Pursuant to the aforesaid investment, AACL became the Companys wholly owned subsidiary with effect from 09.01.2024. AMW Autocomponent Limited (AACL), has its registered office at Administrative building, Bhuj-Bhachau road, near Village Kannaiyabe,

Kachchh, Bhuj, Gujarat. It operates in the same sector and manufactures same products as that of the Company.

DEPOSITS FROM PUBLIC

During the financial year 2023-24, the Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the

Companies Act, 2013 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 financialyear 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-13Oct2023IndiaRatingsResearch.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 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.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control procedures commensurate with its size and nature of 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 of the internal controls and systems across the Company. The Audit Committee and the Management of the Company reviews the findings and the recommendations of the internal auditor and take corrective actions, if required.

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 financialyear 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 COMMITTES 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 Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are provided in the Corporate Governance Report which forms part of this Annual Report.

Further, during the financialyear 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 requirements under Section 177(9) & (10) of the Companies Act, 2013 and in accordance with Regulation 22 of SEBI

(LODR) Regulations, 2015, the Company has adopted a policy named "Vigil Mechanism and Whistle Blower Policy". The Vigil mechanism provides for adequate safeguards against unfair treatment of whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in exceptional cases.

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 and the same is also available on the Companys website at http://sswlindia.com/wp-content/themes/sswl/assets/docs/whistleblower.pdf .

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, five (5) Board Meetings 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 two consecutive meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company has duly complied with Secretarial Standard on the meetings of Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 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 2023-24, 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 2023-24 and of the profit of the Company for that period; ? ?they have taken proper and sufficient care for the maintenance of adequate 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 theAudit Committee of the Board of Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted their declaration in accordance with Section 149(7) of the Companies Act, 2013 read with Schedule IV and Regulation 25(8) of SEBI (LODR) Regulations, 2015 that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and that they are independent of the management.

The Board is of the opinion that during the financial year 2023-24, there has been no change in the circumstances which may affect their status as Independent Director of the Company and Board is satisfied that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 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, Manesar ("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 Independent Directors 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 self-assessment test and rest of the Independent Directors of the company are exempt from the requirement to undertake the said test. Further,

Smt. Sukhvinder Khanna, who has been proposed for the appointment as an Independent Director of the Company at the ensuing AGM is also exempt from the requirement to undertake the said test. The Board of Directors of the company has taken on record the declaration and confirmation submitted by the thoroughly assessing its accuracy.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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 has adopted and approved the Nomination and Remuneration Policy for the

Directors, Key Managerial Personnel and other employees as framed and recommended by the Nomination and Remuneration Committee (NRC) pursuant to applicable provisions under the Companies Act, 2013 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 Companies Act, 2013 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 reappointed 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.

Statutory Auditors Reports are self-explanatory and do not contain any qualification, reservations or adverse remarks or disclaimers in their reports for the financial year ended 31.03.2024, and therefore, needs no comments and forms part of this Annual Report. 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.

? SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 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 re-appointed

Sh. Sushil Kumar Sikka, a Practicing Company Secretary (Membership No. 4241 and Certificate of Practice No. 3582), proprietor of

M/s S. K. Sikka & Associates, to undertake the Secretarial Audit of the Company for the FY 2023-24. ? ?Secretarial Audit Report

The Secretarial Auditor of the Company conducted the Secretarial Audit of the Company for FY 2023-24 and the report submitted by him in the form MR-3 is annexed herewith the Boards Report as Annexure-I. There were no qualifications, reservations or adverse remarks in the Secretarial Audit Report of the Company for the Financial Year ended March 31, 2024 and therefore needs no comment by the Board of Directors of the Company.

? ?Annual Secretarial Compliance Report

Pursuant to Regulation 24 A of the SEBI (LODR) Regulations, 2015, read with the SEBI Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, SEBI Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019, NSE Circular No. NSE/CML/2023/30 and BSE Notice No. 20230410-41 both dated 10th April, 2023, the Annual Secretarial Compliance Report of the company for the financial year 2023-24 has been submitted to the Stock Exchanges well within 60 days of the end of the financial the same is also annexed herewith the Boards Report as Annexure-II. The said secretarial compliance report did not contain any qualifications, reservations or adverse remarks.

? MAINTENANCE OF COST RECORDS AND AUDIT THEREOF

In terms of Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, the Company is required to maintain cost records only for its HRM division (i.e. Hot Rolling Mills) and have the audit of its cost records conducted by a Cost Accountant.

Accordingly, cost records have been prepared and maintained by the Company for the said division as required under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014. The Board of Directors of the Company, on the recommendation of the Audit Committee, had appointed M/s Aggarwal Vimal & Associates, Cost Accountants (Firm Registration Number: 000350) as cost auditors of the Company for conducting the audit of the cost records relating to HRM Division of the Company for the financial year ending

31.03.2024.

The Cost Auditor has forwarded the Cost Audit Report for the FY 2023-24 to the Board of Directors of the Company on 29.08.2024 and the said Cost Audit Report shall be filed with Ministry of Corporate Affairs (MCA) within the stipulated time limit as prescribed under the

Companies Act, 2013 and relevant rules framed thereunder.

In FY 2023-24, turnover of none of the products, covered under Section 148 of Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, crossed the minimum threshold triggering the applicability of Cost Audit on the Company, thus, on recommendation of Audit Committee, the Board of Directors of the Company has not considered the appointment of Cost Auditor for the FY 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, Cost Auditor and Internal Auditor of the Company have not reported any offence involving fraud which is being or has been committed against the Company by its officers or employees to the Audit

Committee, Board of Directors or Central Government under section 143(12) of the Companies Act, 2013 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), from time to time. The Company has devised proper systems to ensure compliance with the provisions of aforesaid applicable Secretarial Standards issued by the ICSI and such systems are adequate and operating effectively .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the Corporate Insolvency Resolution Process under the Insolvency Bankruptcy Code, 2016, the Resolution Plan submitted by the Company for acquiring AMW Autocomponent Limited (AACL) was approved by the Honble NCLT, Ahmedabad on 12.10.2023. As per the approved resolution plan, the Company has completed the acquisition of AACL on 09.01.2024 by infusing Rs. 13815.00 Lakhs through a mix of equity and debt as follows: -? ?subscription of 50,00,000 Equity Shares of Rs. 10/- each aggregating to Rs. 500.00 Lakhs of AACL;

? Inter-corporate loan of Rs. 13315.00 lakhs to AACL.

Pursuant to the aforesaid investment, AACL became the Companys wholly owned subsidiary with effect from 09.01.2024. AMW Autocomponent Limited (AACL), has its registered office at Administrative building, Bhuj-Bhachau road, near Village Kannaiyabe,

Kachchh, Bhuj, Gujarat. It operates in the same sector and manufactures same products as that of the Company.

The details of the same are given in the Note no. 6 and 14 to the standalone financial statements forming part of thisAnnual Report.

Apart from above, there have been no other loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof) and Schedule V of the SEBI (LODR) Regulations, 2015 during the FY 2023-24.

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

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.

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

All contracts / arrangements / transactions entered into by the Company during the FY 2023-24 with related parties were in the ordinary course of business and on an arms length basis. Also, there were no material related party contracts / arrangements / transactions made 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 Companies Act, 2013 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.

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 Circular vide SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July,

2023. The Audit Committee, during the FY 2023-24, 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. 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.

None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company except remuneration, sitting fees and dividend on the shares held by them.

MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE

OCCURRED BETWEEN THE END OF FY 2023-24 AND THE DATE OF THIS REPORT

No material changes and commitments affectingfinancialposition of the Company have occurred between the end of the financial year 2023-24 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 Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, forms part of this report and is annexed herewith as Annexure-III.

RISK MANAGEMENT

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

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of 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 Companies Act, 2013, 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 CSR 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-IV. Also, a detailed report on the CSR activities undertaken by the company during the financial year 2023-24 is available on the companys website at https://sswlindia.com/investors/csr/.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and Guidance note on Board evaluation issued by both the Securities and Exchange Board of India (SEBI) and 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, Non-Independent 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.

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, circulation of agenda of the meetings, recording of minutes, functions of the Board, Quality of relationship between Board and Management, Professional Development, effectiveness of Board processes, etc.

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.

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 and Code of Independent Directors of the Company, safeguarding of the Confidential information and of interest of 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.

Lastly, 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 debateandeffectivedecision 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 30.03.2024, 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

TheresultsoftheEvaluationforthefinancial were shared with the Board, Chairman of respective Committees and individual Directors. It showed high level of commitment and Engagement of the Board and its various Committees. As part of the outcome of the Performance Evaluation exercise it was also noted that the Board is Independent, operates at a high level of Governance Standards and is committed to creating value for all stakeholders. It was further noted that the Meetings of the Board are well planned and run effectively by the Chair, its Committees are managed well and continue to perform on their respective focus areas of Governance and Internal Controls. The Individual Directors also outperformed throughout the year and showed greater level of dedication. Lastly, it was also noted that results expressed satisfaction with the performance of the Board as a whole, its Committees and Individual Directors including Chairperson, Executive & Non-Executive Director, Independent Director & Non-Independent Directors.

INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF)

Pursuant to section 124, 125 and applicable provisions of the Companies Act, 2013 and Rules made there under, all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF authority post the completion of seven(7) years from the date of transfer of dividend amount in Unpaid Dividend Account. Similarly, the MCA has notified Investor Education and Protection Fund Authority (Accounting,

Audit, Transfer and Refund) Rules, 2016 which provide that, 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.

Pursuant to the aforesaid provisions, the Company had transferred the unpaid/unclaimed dividends and corresponding shares to the IEPF Authority as follows: -

Particulars	Amount of Dividend	No. of equity shares (FV Rs. 1/-)
2015-16 (Final Dividend)	Rs. 4,98,521.00	123275

During the FY 2024-25, the company would be transferring unpaid or unclaimed dividend amount for the FY 2016-17 (Final Dividend) within 30 days from the due date of transferring the amount to IEPF i.e. 03.11.2024. Further, the Company is also required to transfer the shares in respect of which dividends have not claimed for seven (7) consecutive years from the FY 2016-17 (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 unclaimed dividend for FY 2016-17(Final Dividend) on or before

25.10.2024.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program for the Independent Directors which familiarizes them with their role, responsibilities, the Company, its management, its operations, the nature of the industry in which the Company operates, the industry perspective, its issues, etc. Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations 2015, the Company during the FY 2023-24 had imparted various familiarization programmes for its 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 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 Companies Act, 2013, the Annual Return of the Company for the FY 2023-24 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 information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-V to this report. 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 and has been uploaded on the website of the Company at www.sswlindia.com in terms of section 136 (1) of the Act. In case any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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

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

PRECEEDING FINANCIAL YEAR

There was no revision of financial statements and Boards Report of the

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 March 31, 2024, describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report.

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, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued customers, members and investing public for their continued support and confidence reposed in the

Company and hope to continue to receive the same in future. The Board also acknowledges and appreciates the commitment, dedication and contribution made by the employees at all levels towards growth of the Company in all fields.

Date: 29.08.2024

Place: Chandigarh