The Board of Directors of Usha Martin Limited ("the Company") present the 37^th Annual Report and Audited Accounts for the Financial Year ended 31^st March 2023.

FINANCIAL SUMMARY / HIGHLIGHTS

Review of Operations

The turnover for the year was Rs. 3,267.76 Crore on consolidated basis and Rs. 2,041.71 Crore on standalone basis as compared to Rs. 2,688.07 Crore and Rs. 1,810.05 Crore respectively in the previous year. EBITDA was Rs. 541.39 Crore on consolidated basis as compared to Rs. 418.91* Crore in previous year and on standalone basis was Rs. 328.70 Crore as compared to Rs. 284.82* 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 Report.

Dividend & Reserves

The Board of Directors at their meeting held on 27^th April 2023 has recommended payment of Rs. 2.50 only (Rupees Two and Fifty paise only) [250%] (previous year Rs. 2 only [200%]) 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 2023. 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 ("Listing Regulations") is available under the Investor Relations section on the Company's

*Excluding exceptional item of Rs. 31.18 Crore.

website: https://ushamartin.com/upload/investorrelations/ DividendDistributionPolicy 20220505100821.pdf.

Your Directors do not propose to carry any amount to reserves for the year under review.

Outlook and Business

While speculation of global economic slowdown, liquidity crunch due to interest rate hike to contain inflation by major economies, supply chain disruptions due to geo-political tensions is expected to continue, spending by Government of India in infrastructural and social welfare projects such as roads, railways, water and sanitation along with expected revival in auto sector will give an impetus to the demand of specialty products of the Company. With renewed focus on specialty wire-rope business and strategic initiatives to consolidate leadership, the Company is undergoing a strategic transformation. 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 macro-economic environment.

Quality

Certification of conformation with respect to Quality Management System under ISO 9001:2015 and Environmental Management System under ISO 14001:2015 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 have a number 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 recognized by TUVSUD. The Company has also received recognition as approved manufacturer of galvanized 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 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 digitization. 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. The Company has also initiated a roadmap for achieving the target of "zero harm" in plant facilities. It is believed that the continuous focus on Business Excellence will result in further strengthening the competitive edge of the Company.

Environment

Maintaining and preserving the environment has always been of outmost priority of the Company. The Company continues to focus on controlled process emission, waste minimization, optimum utilization of natural resources, minimization of carbon footprints and sustainable water management for achieving environmental sustainability and ecological balance. To achieve the objective of environmental sustainability and stability, periodic environmental monitoring, online monitoring of emission and effluent, treatment and recycling of process effluent and utilization of fly-ash are undertaken. Use of alternate energy such as LPG and biomass briquette, use of energy efficient LED bulbs and motors to ensure optimum consumption of conventional energy, establishing and expanding green foot print by focusing on greenery & greenbelt development are some of the initiatives which are being continuously carried on by the Company towards its commitment for a sustainable environment and to address the environmental issues with respect to climate change and global warming. The environmental management system at

manufacturing facilities of the Company is accredited with ISO 14001:2015 certification.

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 reflected by a healthy balance sheet. During the year under review 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 2023, 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 2023 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 2023 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 Registrar & Transfer Agent (RTA) of the Company. 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 Company's 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

on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members of the Company and that of Central Government, as applicable, have re-appointed him as Managing Director for a further period of five years from 19^th May 2023 to 18^th May 2028.

The four-year tenure of Mr. Vijay Singh Bapna (DIN:02599024) expires on 26^th May 2023. The Board of Directors at its Meeting held on 27^th April, 2023 on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members of the Company, have appointed him as an Independent Director for a second term of five years from 27^th May, 2023 to 26^th May, 2028.

On 27^th April 2023, the Board of Directors on the recommendation of the Nomination and Remuneration Committee and subject to approval from members of the Company, appointed (i) Mr. S K Modak (DIN: 00983527) as Whole-Time Director for a period of five years from 27^th April 2023 to 26^th April 2028 and (ii) Mr. Tapas Gangopadhyay (DIN: 10122397) as Non-Executive Director effective 27^th April 2023.

As required under provisions of the Act and 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.

During the year under review, there has been no other change in Key Managerial Personnel of the Company.

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 2023 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 2023 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 recommendation to the Board for final evaluation.

Nomination & Remuneration Policy

In accordance with the provisions of the Act and Listing Regulations, the Board of Directors of the Company on recommendation of the Nomination & Remuneration Committee has formulated the 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/ RemunerationPolicy 20230218075609.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/ DetailsofEstablishmentofVigilMechanismWhistleBlower Policy 20211020071249.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 Listing Regulations, the Managing Director and Chief Financial Officer of the Company have submitted the relevant certificate for the year ended 31^st March 2023 to the Board of Directors.

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 2023 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 2023, 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) do not arise. Further this is to confirm that during the year under review there was no change 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.

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 made thereunder, 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 Financial Year 2022-23 and had recommended their remuneration to the shareholders which was ratified at the

Annual General Meeting held on 29^th July 2022. 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 2024 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 37^th Annual General Meeting of the Company.

Secretarial Audit and Corporate Governance Report

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 Company has complied with the applicable requirements of Listing Regulations (as amended) 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 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 2023. Observations mentioned in the Secretarial Audit Report is self-explanatory in nature.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as stipulated in the 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 2023 were Mr. Vijay Singh Bapna as Chairman, Mr. S Ravi 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/ CorporateSocialResponsibilitvPolicv 20211020071955.pdf.

The Company's 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 which carries out various initiatives for social upliftment and development of communities living in and around the production facilities. As on 31^st March 2023, the CSR committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula and Mr. D J Basu 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 Section 92 (3) 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/annual-return#Annual-Return.

Number of Meetings of Board and it's Committees

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

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees or investments are provided in Note 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 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 (as amended) and is given as an annexure to this Report. The Related Party Transaction Policy as approved by the Board is hosted on the Company's website at https://ushamartin.com/upload/investorrelations/ PolicyonMaterialityandforDealingwithRelatedParty Transactions 20220712111232.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 (as amended) 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 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 2023, the Risk Management Committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula, Mr. R Venkatachalam,

Mr. S Ravi, Mr. D J Basu and Mr. Devadip Bhowmik as Members.

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

There has 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.

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

DHRUB JYOTI BASU

Whole Time Director DIN: 02498037

Place: Kolkata Date: 27^th April 2023