Usha Martin Ltd Directors Report

Dear Shareholders,

The Board of Directors of Usha Martin Limited ("the Company") is pleased to present the 38^th Annual Report and Audited Accounts for the Financial Year ended 31^st March 2024. A brief summary of the Companys standalone and consolidated performance is given below:

FINANCIAL SUMMARY / HIGHLIGHTS

(Rs. in Crore)

	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Net Turnover	2,046.09	2,041.71	3,225.20	3,267.76
Earnings before Interest, Tax, Depreciation and Amortisations	460.38	328.70	638.84	541.39
(EBITDA)
Depreciation	32.74	26.51	77.00	67.48
Finance costs	6.78	14.98	24.78	30.27
Profit before Tax	420.86	287.21	537.06	443.64
Tax expenses	98.75	73.51	125.39	104.78
Share of Profit of Joint Venture	-	-	12.45	11.74
Profit after tax	322.11	213.70	424.12	350.60
Other comprehensive income / (loss) [Net of Tax]	(5.84)	(0.56)	1.14	47.90
Total comprehensive income / (loss)	316.27	213.14	425.26	398.50

Review of Operations

The turnover for the year was Rs. 3,225.20 Crore on consolidated basis and Rs. 2,046.09 Crore on standalone basis as compared to Rs. 3,267.76 Crore and Rs. 2041.71 Crore respectively in the previous year. EBITDA was Rs. 638.84 Crore on consolidated basis as compared to Rs. 541.39 Crore in previous year and on standalone basis was Rs. 460.38 Crore as compared to Rs. 328.70 Crore in previous year. A detailed discussion on review of operations of the Company has been included in Management Discussion and Analysis which forms part of this Annual Report.

Dividend & Reserves

The Board of Directors at their meeting held on 26^th April 2024 has recommended payment of Rs. 2.75 only (Rupees Two and seventy five paisa only) [275%] (previous year Rs. 2.50 only [250%]) per equity share of the face value of Re. 1 (Rupee One only) each as final dividend for the financial year ended 31^st March 2024. The payment of final dividend is subject to the approval of shareholders at the ensuing Annual General Meeting ("AGM") of the Company. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of shareholders. The Company shall accordingly make the payment of final dividend after deduction of tax at source. The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend

Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available under the Investor Relations section on the Companys website: https://ushamartin.com/upload/ investorrelations/dividend-distribution-policy.pdf Your Directors do not propose to carry any amount to reserves for the year under review.

Outlook and Business

Global economic activity shows signs of recovery due to easing out of inflation and softening of monetary policies however pace of recovery may remain slow. After a sharp slowdown in 2022 and another decline last year, global output growth is set to hold up in 2024. Downside risks to the outlook include an escalation of the recent conflict in the Middle East and associated commodity market disruption causing financial stress amid elevated debt and high borrowing costs, persistent inflation, weaker-than-expected activity in China, trade fragmentation, and climate-related disasters. As we step into 2024, the outlook for business in India looks promising and dynamic. With a robust economy poised for growth, fueled by technological advancements and government initiatives, the business landscape is ripe with opportunities. Further the expectation of picking–up of government, private and public-private partnership spending on infrastructure development projects like highways, railways, airports, ports, building construction, transportation, material handling and "housing for all" and "smart city" projects may be growth drivers for both the economy as well as for connected industries.

The acceleration of digitalisation continues to revolutionise industries, fostering innovation and efficiency across sectors. Furthermore, Indias commitment to sustainability and renewable energy presents avenues for environmentally conscious ventures to thrive. However, challenges such as regulatory complexities and global economic uncertainties remain pertinent. With renewed focus on specialty wire-rope business and strategic initiatives to consolidate leadership, the Company is undergoing a strategic transformation. As we venture forward, our resolve of "Reshaping our Industry with Responsibility" is a reflection of our commitment towards transforming into a sustainability leader. The Company is poised for sustainable growth with value accretive capital expenditure plans, enhancement of specialty offerings across industry segments, increase of geographical spread in strategic markets through overseas subsidiaries and focus on digitisation initiatives. The Company is confident in confronting the challenges of an ever-changing macroeconomic environment.

Quality

The Company is committed to delivering quality and complying with applicable regulatory norms by adhering to the highest standards of quality and safety by embracing various manufacturing certifications. Certification of Conformation with respect to Quality Management System under ISO 9001:2015 continues to be maintained. Certificate of Product Design Assessment ("PDA") issued by ABS, Ship/Offshore Engineering Department, Singapore is in place. Further the Company continues to have Approval of Manufacturing ("AOM") from DNV-GL, ABS & Lloyd. The organisation has a Certificate of Authority to use the official API Monogram issued by American Petroleum Institute, USA. The Company continues to maintain diverse range of product certifications such as BIS from Bureau of Indian Standards, Inmetro of Brazil, SONCAP of Nigeria, China Classification Society of China, NKK of Japan, Certificate of Recognition for BV Mode II scheme by Bureau Veritas, SIRIM QAS of Malaysia, SNI of Indonesia. The Mooring Line Base Design Certification conforming with Mooring Equipment Guidelines is in place. LRPC product continues to be certified by Australasian Certification Authority for Reinforcing and Structural Steels Ltd. and the Company is an approved manufacturer and supplier of wire ropes to mines recognised by Directorate General of Mines Safety, Dhanbad, India. The Company is also an approved manufacturer of elevator ropes recognised by TUVSUD. The Company has also received recognition as approved manufacturer of galvanised core wire from PGCIL, India. Further the Company continues to have Certificate of Accreditation in the field of testing as per ISO 17025: 2017 by National Accreditation Board for Testing & Calibration Laboratories (NABL). The Company has also received certification from ASQPE (Association for the Qualification of Prestressing and Equipment for Works and Civil

These certifications mark our commitment to product quality and compliance on a global scale. The Company is in constant pursuit of achieving business excellence. Concepts of value engineering, kaizen management, fuguai management, 5S activities, Total Productive Management (TPM), Lean Manufacturing are embraced and integrated at our production facilities along with cost reduction initiatives, process improvements and digitisation. This has resulted in promoting a culture of continuous improvement in productivity, efficiency, waste elimination, and cost reduction affirmatively impacting sustainable profitability and growth of the Company. Our Research and Development (R&D) team, in collaboration with several multidisciplinary teams, designs products that are not only customised as per customer requirements but also provide best-in-class Health and Safety (H&S) and environmental protection throughout the products life cycle. The Company has embarked on a "Safety Excellence Journey" with the ambition of ‘Zero Harm by promoting a robust safety culture, implementing safe work procedures, and monitoring and controlling unsafe work conditions. To maintain good standards of health and safety, the Company has in place Integrated Management System (IMS) Policy, by the requirements of ISO 45001. The Company also recognises employees with ‘On the Spot Awards for promoting a safety culture and ‘Quality Awards for excellence in quality control.

Environment

The Company is committed towards environment sustainability. As a step in this direction, the Company has laid down our environmental objectives and targets in alignment with the requirements of ISO 14001: 2015 and the best-in-class industry practices. Further, the Company has taken proactive steps towards improving its environmental performance through climate stewardship, minimising air pollution, reducing water footprint, minimising waste in operations and enhancing biodiversity in our community. Since, the Company belongs to a sector that is energy and emission-intensive, decarbonising its operations is key for its sustainable growth. The Company has undertaken to become energy efficient, enhance renewable energy consumption and replace propane and Liquefied Petroleum Gas (LPG) with Piped Natural Gas (PNG) in its furnace operations to reduce emissions. The Company monitors the quantum of air pollutants released in the ambient air through the National Accreditation Board for Testing and Calibration Laboratories (NABL) - accredited agencies on a monthly basis and have also installed Electrostatic Precipitators (ESPs) for air pollution control particularly for removing harmful particulate matter at power generating stations. By installation of ESPs, Online Continuous Emissions Monitoring System (CEMS), Continuous Ambient Air Quality Monitoring System (CAAQMS) the Company has maintained stack emissions below permissible levels. Recognising the importance of water and aspiring to meet global benchmarks during the reporting period the Company intends to reduce freshwater withdrawal by 50% by FY 2029-30. The Company continues to conserve and further enhance its green foot print by focusing on greenery & greenbelt development.

Subsidiaries & Joint Ventures

The international subsidiaries of the Company provide significant synergy and support to the overall business and performance. A key joint venture formed by the Company namely Pengg Usha Martin Wires Private Limited continues to operate profitably at Ranchi in the State of Jharkhand as reflected by a healthy balance sheet. During the year under review, the following 2 (two) step-down subsidiaries were incorporated: (i) Usha Martin Espa?a, S.L. was incorporated in Spain as a wholly owned subsidiary of Usha Martin International Limited ("UMIL") which is a wholly owned subsidiary of the Company; (ii) Brunton Wire Ropes Industrial Company Limited was incorporated in Kingdom of Saudi Arabia as a joint venture between Brunton Wire Ropes FZCo ("BWRF"), a subsidiary of the Company, Inma Energy Company (IMNA) and Abdul Aziz Al Barrack Holding Company. Pursuant to the agreed shareholding pattern, this newly incorporated company is regarded as a subsidiary of BWRF. Tesac Usha Wirerope Company Limited, an existing step-down joint venture of the Company in Thailand became a wholly owned subsidiary of Usha Siam Steel Industries Public Company Limited (subsidiary company) during the year under review. Thereafter the name was changed from "Tesac Usha Wirerope Company Limited" to "Usha Siam Specialty Wire Company Limited". The Board of Directors of the Company at their meeting held on 3^rd November 2023 have approved the proposal for removal/ strike-off of the name of Usha Martin Power & Resources Limited (‘UMPRL), a non-material wholly owned subsidiary under the applicable provisions of the Companies, Act, 2013. UMPRL filed an application with Registrar of Companies, West Bengal for removing its name from register of companies. Such application was approved by Registrar of Companies on 11^th March 2024 and accordingly UMPRL has ceased to be subsidiary of the Company effective 11^th March 2024. Apart from the above, there were no entities which were incorporated or ceased to be subsidiaries, joint ventures and associates of the Company. A statement covering the performance and financial position of each of the subsidiaries, associates and joint ventures is provided separately and forms part of this Report.

Deposits

During the year under review, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As on 31^st March 2024, there are no unclaimed deposits with the Company. The Company has not defaulted in repayment of deposits or payment of interest on deposits thereon in the past.

Share Capital

The paid–up Equity Share Capital as on 31^st March 2024 stood at Rs. 30.54 Crore. During the year under review, the Company has not issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares. The total issued and paid-up equity shares of the Company as on 31^st March 2024 as per the stock exchange records stands inflated by 230 equity shares. This was caused due to an erroneous additional electronic transfer of 230 equity shares to Investor Education & Protection Fund (IEPF) under the Ministry of Corporate Affairs (MCA) by way of corporate action executed on 29^th September 2020 by Central Depository Services (India) Ltd. (CDSL) and erstwhile Registrar & Transfer Agent (RTA) of the Company, MCS Share Transfer Agent Limited. The Company has been continuously engaging with IEPF Authority under MCA, New Delhi for necessary rectification of this entry in the records.

Significant and Material Orders Passed by Regulators or Courts or Tribunals Impacting the Going Concern Status and Companys Operations in Future

During the year, no significant material orders were passed by any regulatory authority or court against the Company which may affect the going concern status of the Company. The Central Bureau of Investigation ("CBI") registered a regular case on 20^th September 2016 ("FIR No. 1") under the Indian Penal Code, 1860 ("IPC") and the Prevention of Corruption Act, 1988 ("PC Act") against certain individuals and the Company, wherein, inter-alia, various illegalities have been alleged qua the allocation of mine to the Company and abuse of official position by government servants. In October 2020, CBI registered another first information report ("FIR No. 2") under the PC Act read with the IPC against the Company, few officials of the Company and others, alleging influencing of the investigation in FIR No. 1 for which proceedings are pending adjudication at CBI Court, New Delhi. The Directorate of Enforcement ("ED"), Patna passed a provisional order dated 9^th August 2019 ("Provisional Order") for provisional attachment of certain immovable properties of the Company valued at approximately Rs. 190 Crore situated at Ranchi in the State of Jharkhand. This order was passed in connection with sale of iron-ore fines in earlier years from the erstwhile iron-ore mines of the Company situated at West Singhbhum in the State of Jharkhand. On 10^th January 2020, the Adjudicating Authority under the Prevention of Money Laundering Act, 2002 ("PMLA") issued an order confirming the Provisional Order, subsequent to which the Company filed applications for stay and appeal against the order of Adjudicating Authority, PMLA, with the Appellate Tribunal, PMLA, New Delhi. The Appellate Tribunal vide an order dated 31^st January 2020 directed that status quo be maintained and presently the matter is pending adjudication before the Appellate Tribunal. ED filed a complaint followed by a supplementary complaint before the District and Sessions Judge cum Special Judge, Ranchi ("Ranchi Trial Court") which is pending adjudication at Ranchi Trial Court. In connection with FIR 2, ED filed a complaint before the Special Court, New Delhi ("Special Court") under PMLA which is presently pending adjudication in the Special Court. Reference is drawn to Note 38 to the Accounts in this Annual Report and the ‘Emphasis of Matter by the Auditors in their Report.

Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory, cost and secretarial auditors and external consultants specially appointed for this purpose, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the year ended on 31^st March 2024.

Directors and Key Managerial Personnel

During the year under review, Mr. Rajeev Jhawar (DIN: 00086164) was re-appointed as Managing Director of the Company for a period of five years from 19^th May 2023 to 18^th May 2028. The members of the Company have approved the said re-appointment. In accordance with the provisions of Schedule V of the Act, the Company has filed an application with the Central Government seeking approval for his re-appointment and the same is awaited. Mr. Vijay Singh Bapna (DIN:02599024) was re-appointed as an Independent Director for a second term of five years from 27^th May 2023 to 26^th May 2028. Mr. S K Modak (DIN: 00983527) was appointed as Whole-Time Director for a period of five years from 27^th April 2023 to 26^th April 2028 and Mr. Tapas Gangopadhyay (DIN: 10122397) was appointed as Non-Executive Director effective 27^th April 2023. The above appointments were approved by the shareholders through postal ballot on 20^th June 2023.

The Board of Directors at its Meeting held on 27^th March 2024 on the recommendation of the Nomination and Remuneration Committee and subject to approval of the members of the Company, have appointed Mr. S B N Sharma [DIN: 08167106] as Whole Time Director for a period of five years from 1^st April 2024 to 31^st March 2029. The five-year tenure of Mrs. Ramni Nirula (DIN: 00015330) expires on 25^th July 2024. The Board of Directors at its meeting held on 26^th April 2024 on the recommendation of the Nomination and Remuneration Committee and subject to approval of the members of the Company, have appointed her as an Independent Director for a second term of 5 (five) years from 26^th July 2024 to 25^th July 2029. As required under provisions of the Act and SEBI Listing Regulations, all Independent Directors of the Company have confirmed that they meet the requisite criteria of independence. Mr. Devadip Bhowmik (DIN: 08656505) ceased to be a Director of the Company effective close of business hours of 27^th_April 2023 and Mr. D J Basu (DIN: 02498037) ceased to be a Director effective close of business hours on 5^th June 2023. Mr. S K Modak (DIN: 00983527) has resigned as Director of the Company and will cease to be the Whole time Director of the Company effective close of business hours of 30^th April 2024. In accordance with the provisions of the Act, Mr. Tapas Gangopadhyay (DIN: 10122397) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The proposal regarding his re-appointment is placed for approval by the shareholders. Mr. Anirban Sanyal has resigned as the Chief Financial Officer (CFO) of the Company and will cease to be the CFO effective close of business hours on 30^th April 2024. Mr. Abhijit Paul has been appointed as the CFO with effect from 1^st May 2024.

Directors Responsibility Statement

Pursuant to requirements under Section 134(5) of the Act, the Board, to the best of its knowledge and belief, confirms that: i) the applicable accounting standards have been followed in preparation of annual accounts for Financial Year ended 31^st March 2024 and proper explanations have been furnished relating to material departures; ii) accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit and loss of the Company for year under review; iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities; iv) the annual accounts for Financial Year ended 31^st March 2024 have been prepared on a going concern basis; v) internal financial controls are in place and that such financial controls are adequate and operating effectively; vi) adequate systems to ensure compliance with the provisions of all applicable laws are in place and are operating effectively.

Board Evaluation

The criteria and manner for formal performance evaluation of individual Directors, the Board as a whole and the Board Committees has been formulated. Every Director evaluates the performance of other Directors (excepting himself/ herself), the Board as a whole and its Committees and provides feedback to the Nomination & Remuneration Committee. The Nomination & Remuneration Committee reviews the feedback and makes relevant recommendations to the Board for final evaluation. The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors. Further, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank as on the date of this Report and undergo the online proficiency self-assessment test within the specified timeline unless exempted under the applicable Rule of the Act.

Nomination & Remuneration Policy

In accordance with the provisions of the Act and SEBI Listing Regulations, the Company has in place Nomination and Remuneration Policy which prescribes criteria for determination of qualification, positive attributes and independence of Directors along with remuneration of Directors, Senior Management Personnel (including Key Managerial Personnel) and other employees. The Remuneration Policy of the Company is annexed as part of this Report and is also available on the website of the Company at https://ushamartin.com/upload/investorrelations/ remuneration-policy.pdf

Vigil Mechanism and Whistle Blower Policy

The Company has a coded Vigil Mechanism and Whistle Blower Policy available at https://ushamartin.com/upload/ investorrelations/details-of-establishment-vigil-mechanism-whistle-blower-policy.pdf. This Policy provides a framework to promote responsible and secure reporting of undesirable activities ("whistle blowing"). Through this Policy, the Company seeks to provide a mechanism to the whistleblower to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting, without fear of any kind of discrimination, harassment, victimisation or any other unfair treatment or employment practice being adopted against the whistleblower.

Particulars of Employees & Managerial Remuneration

The required disclosure in accordance with Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided separately and forms part of this report.

CEO and CFO Certification

In accordance with the provisions of the SEBI Listing

Regulations, the Managing Director and Chief Financial Officer of the Company have submitted the relevant certificate for the year ended 31^st March 2024 to the Board of Directors.

Auditors

In accordance with the provisions of Section 139 of the Act and pursuant to shareholders approval at the 35^th Annual General Meeting held on 11^th August 2021, Messrs. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005) had been re-appointed as Statutory Auditors of the Company to hold office from the conclusion of the 35^th Annual General Meeting till the conclusion of the 40^th Annual General Meeting of the Company. The Emphasis of Matter mentioned in the Auditors Report is self-explanatory. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

Cost Auditors

Pursuant to Section 148 of the Act and Rules, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained. The Board had appointed M/s. Mani & Co., Cost Accountants for a term of one year, to conduct cost audit of the Company for the FY 2023-24 and had recommended their remuneration to the shareholders which was ratified at the Annual General Meeting held on 10^th August 2023. Subsequent to the recommendation of the Audit committee, the Board has re-appointed M/s. Mani & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year ending 31^st March 2025 and their remuneration is sought to be ratified by the shareholders at the forthcoming Annual General Meeting and is included as an agenda item in the Notice convening the 38^th Annual General Meeting of the Company.

Secretarial Audit, Corporate Governance Report and Secretarial Standards

During the year under review, the Board of Directors had appointed M/s. A K Labh & Co. firm of Practicing Company Secretaries for conducting secretarial audit in accordance with the provisions of the Act and the Rules framed thereunder. The Secretarial Audit Report is annexed and forms part of this

Report. The observations mentioned in the Secretarial Audit Report is self-explanatory in nature. The Company has complied with the applicable requirements of SEBI Listing Regulations and followed the practice of getting disclosures from directors and senior management personnel relating to any material, financial and commercial transactions where they have any personal interest with a potential conflict of interest with the Company at large. A detailed Report on Corporate Governance is annexed and forms part of this Annual Report. The Company has also complied with the Standards of Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India as applicable during the year ended 31^st March 2024.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as stipulated in the SEBI Listing Regulations, amended from time to time, forms part of the Annual report.

Audit Committee

Members of the Audit Committee as on 31^st March 2024 were Mr. Vijay Singh Bapna as Chairman, Mr. S Ravi, Mr. R Venkatachalam and Mr. Rajeev Jhawar. The Company Secretary acts as the Secretary to the Audit Committee. All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreement between the Committee and Board.

Corporate Social Responsibility (CSR)

The Company continues to take its role as a responsible corporate citizen very seriously and is deeply involved in sustainable development of communities in and around its areas of plant operations. The CSR policy of the Company is available on https://ushamartin.com/upload/investorrelations/ corporate-social-responsibility-policy.pdf. The Companys commitment to its responsibilities towards society over the years has never been confined to the requirements of any statute. As per the provisions of Section 135 of the Act, the Company need not statutorily incur any social responsibility spending owing to absence of net profits (calculated in the manner as per the provisions of the Act) over the last three financial years and hence, the Company had not made any CSR spending as required under Section 135 of the Act. However, your Company continues to contribute voluntarily to Usha Martin Foundation, CSR arm of the Company which carries out various initiatives for social upliftment and development of communities living in and around the production facilities. As on 31^st March 2024, the CSR committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula, Mr. S Ravi and Mr. Tapas Gangopadhyay as members. The annual report on CSR activities as required under the provisions of the Act and the Rules framed thereunder is provided elsewhere and forms part of this Report.

Annual Return

In accordance with Sections 92 (3), 134 (3) (a) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https:// ushamartin.com/investor-relations/investor-information/ others#annual_return.

Number of Meetings of Board and its Committees

The details regarding meetings of the Board and Committees have been provided in the Corporate Governance Report forming part of this Annual Report.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees or investments are provided in Notes 5 and 30(C) to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, in compliance with the Act and SEBI Listing Regulations, all related party transactions had been placed before the Audit committee for approval. Necessary approval of the Board has also been obtained where required. Relevant disclosure has been made in Form AOC–2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 is given as an annexure to this Report. The_Related Party Transaction Policy as approved by the Board is hosted on the Companys website at https://ushamartin.com/upload/ investorrelations/policy-on-materiality-and-for-dealing-with-related-party-transactions.pdf.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed separately and forms part of this report.

Risk Management

The Risk Management Committee of the Board of Directors of the Company is entrusted with assisting the Board in discharging its responsibilities towards management of material business risk (material business risks include but is not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of SEBI Listing Regulations. The Company has a risk organisation structure which reviews risks, identifies ownership of risk, assesses the implication of such risks and the method to mitigate the same. As on 31^st March 2024, the Risk Management Committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula, Mr. R Venkatachalam, Mr. S Ravi, Mr. S K Modak and Mr. Tapas Gangopadhyay as Members.

Material Changes between the End of the Financial Year and Date of Report

There have been no material changes subsequent to the end of the Financial Year and the date of this report which requires to be specifically reported other than as mentioned elsewhere in this Annual Report.

Additional Disclosures

The Company had adopted effective from 1^st April 2016, the notified Indian Accounting Standards (Ind AS) and accordingly the Financial Statements (both standalone and consolidated) for the year ended 31^st March 2024 have been prepared under Ind AS. In line with the requirements of applicable provisions of law, the Company has made necessary disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting. Further in accordance with the recent amendments made in Rule 8(5) (xi) of Companies (Accounts) Rules, 2014 this is to confirm that as on 31^st March 2024, no application or any proceeding is pending under the Insolvency and Bankruptcy

Code, 2016 against the Company. Also, during the year under review there was no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5)(xii) of Companies (Accounts) Rules, 2014 do not arise. Further this is to confirm that during the year under review there were no changes in the nature of business carried on by the Company or by any of its subsidiaries. The requisite disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been provided separately in this Annual Report.

Appreciation

Your directors place on record their appreciation for the valuable co-operation and support of its employees, customers, suppliers, contractors, value chain partners, shareholders, investors, government authorities, financial institutions, banks and other stakeholders.

	On behalf of the Board of Directors
	Rajeev Jhawar
	Managing Director
	DIN: 00086164
	Place: Singapore
	S B N Sharma
	Whole Time Director
	DIN: 08167106
Date: 26th April 2024	Place: Ranchi