The Board of Directors of Usha Martin Limited ("the Company”) is pleased to present the 40^th Annual Report and Audited
Standalone and Consolidated Financial Statements for the Financial Year ended 31^st March 2026.

FINANCIAL SUMMARY / HIGHLIGHTS

The financial performance of the Company for the year ended 31^st March 2026 as compared to previous financial year is
summarized below:

STATE OF COMPANY’S AFFAIRS & REVIEW OF
OPERATIONS

The turnover for the year was Rs. 3,691.06 Crore on
consolidated basis and Rs. 2,312.03 Crore on standalone
basis as compared to Rs. 3,474.16 Crore and
Rs. 2,171.06 Crore respectively in the previous year. EBITDA
was Rs. 757.09 Crore on consolidated basis as compared
to Rs. 636.45 Crore in the previous year and on standalone
basis was Rs. 558.41 Crore as compared to
Rs. 463.29 Crore in the previous year.

A detailed discussion on review of operations of the
Company has been included in the Management Discussion
and Analysis which forms part of this Annual Report.

OUTLOOK AND BUSINESS

The outlook for the Company remains positive, driven by
industrial activity in India, along with growing opportunities
in international markets.

In India, growth in construction and urban infrastructure
is expected to support demand for crane and elevator

ropes, while investment in power transmission and bridge
projects will create opportunities for conductor wires and
LRPC strands.

Globally, geopolitical conflicts and disruptions to energy
supplies have prompted countries to place greater
emphasis on energy security and infrastructure resilience.
This is expected to support demand for offshore and oil
and gas ropes. Continued activity in mining, ports and
heavy lifting will create opportunities for mining and
crane ropes.

To address these opportunities, the Company is expanding
capacity at its Ranchi facility, with a focus on value-added
products. It is also integrating its global operations,
streamlining processes and strengthening supply chain.

The Company will remain focused on improving product
mix, investing in innovation and maintaining financial and
working capital discipline. These priorities will support
sustained, profitable growth and strengthen its position
across domestic and international markets.

DIVIDEND & RESERVES

The Board of Directors at their meeting held on 30^th April
2026 has recommended payment of Rs.3.75 (Rupees
Three and Seventy-five paise only) [375%] (previous year
Rs.3/- [Rupees Three only] [300%]) per equity share of the
face value of Re.1/- (Rupee One only) each as dividend for
the financial year ended 31^st March 2026. The payment of
dividend is subject to the approval of shareholders at the
ensuing Annual General Meeting ("AGM”) of the Company.

Dividends paid or distributed by the Company shall be
taxable in the hands of shareholders in accordance with the
provisions of applicable taxation laws. The Company shall
accordingly make the payment of 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 Company's website:

CDhttps://ushamartin.com/public/upload/
investorrelations/dividend-distribution-policy-new.pdf

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

SUBSIDIARIES & JOINT VENTURES

Details of the Company's subsidiaries and joint
ventures are provided in Note No. 32 of the standalone
financial statements.

In accordance with Regulation 16(1)(c) of the SEBI
Listing Regulations, the Company has adopted a policy
for identifying Material Subsidiaries, which is available
on the Company's website. Pursuant to this policy, two
entities have been identified as material subsidiaries for
FY 2025-26, details of which are set out in the Corporate
Governance Report.

The Company's overseas subsidiaries continue to
contribute meaningfully to its consolidated operations
and financial performance, supported by strong strategic
alignment with the parent. The Company's key joint
venture, Pengg Usha Martin Wires Private Limited,
operating out of Ranchi, Jharkhand, remains financially
sound and continues to deliver profitable results.

During the financial year 2025-26, Usha Martin Espana
S.L., a step-down wholly owned subsidiary held through
Usha Martin International Limited, was voluntarily wound
up and consequently ceased to be a subsidiary of the
Company. This dissolution has no material impact on the
Company's operations or financial position, and the Spanish
market continues to be served through the Company's
other European subsidiaries.

Save as disclosed above, no entity was incorporated or
ceased to be a subsidiary, joint venture, or associate of the
Company during the year under review.

In terms of the first proviso to Section 129(3) of the
Companies Act, 2013 ("Act”) read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing
the salient features of the financial statements of the
Company's subsidiaries and associates in Form AOC-1 is
annexed hereto as Annexure I.

Further, pursuant to Section 136 of the Act, the audited
standalone and consolidated financial statements of the
Company, together with the financial statements of its
subsidiaries and other relevant documents, are available on
the Company's website at

CDushamartin.com/investor-relations/annual-reports.

CAPITAL STRUCTURE & CHANGES IN SHARE
CAPITAL

The paid-up Equity Share Capital as on 31^st March 2026
stood at Rs. 30.54 Crore. During the year under review,
the Company has not issued any shares with or without
differential voting rights or issued sweat equity shares.

The total issued and paid-up equity shares of the Company
as on 31^st March 2026 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 Ministry
of Corporate Affairs for necessary rectification of this entry
in the records.

EMPLOYEE STOCK OPTION PLAN

During the year under review, "Usha Martin Limited
Employee Stock Option Plan-2024” (hereinafter referred to

as the "Scheme”) remained operative with an objective of
rewarding, retaining and motivating its key employees and
fostering a sense of ownership aligned with the long-term
objectives of the Company.

The Scheme was approved by the shareholders of the
Company through postal ballot on 5^th October 2024
and is being administered through the Usha Martin
Limited Employee Welfare Trust in accordance with
applicable provisions.

The Scheme remains fully compliant with the provisions of
the Act and the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"),
and no changes have been made to it since its approval.

The disclosures required under Section 62 of the Act
read with Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014, and Regulation 14 of the SEBI
SBEB Regulations are available on the Company's website at

CDhttps://ushamartin.com/investor-relations/investor-

information/corporate-governance/usha-martin-limited-

esop

The Company has received a certificate from its Secretarial
Auditors M/s. MKB & Associates, confirming that the
Scheme has been implemented in accordance with SEBI
SBEB Regulations. The said certificate will be made available
for electronic inspection by members at the Annual General
Meeting of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company's Board represents an optimum combination
of Executive and Non-Executive Directors which is in
conformity with the Act and SEBI Listing Regulations. In the
view of the Board, all the directors possess the requisite
skills, expertise, integrity, competence, as well as experience
considered to be vital for business growth.

The Company believes that a diverse Board enhances
decision-making, strengthens corporate governance and
supports sustainable growth. Your Company has adopted
a Policy on Diversity of the Board of Directors, in line with
the SEBI Listing Regulations, outlining its approach to
diversity in terms of qualifications, experience, gender and
other attributes. The Policy is available on the Company's
website at:

CDhttps://ushamartin.com/public/upload/
investorrelations/policy-on-diversity-board.pdf

A detailed matrix setting out the core skills, expertise
and competencies of the Board of Directors is provided
in the Corporate Governance Report forming part of this
Annual Report.

The Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of independence as prescribed under Section
149 of the Act as well as Regulation 16 and 25 of SEBI
Listing Regulations. The Independent Directors have
also submitted a declaration confirming that they have
registered their names in the databank of Independent
Directors as being maintained by the Indian Institute
of Corporate Affairs (IICA) in terms of Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014 and are in compliance with the requirement
of online proficiency self-assessment test under the
said Rules.

In the opinion of the Board the Independent Directors
are persons of integrity, expertise and experience and
fulfill the conditions specified in the Act and SEBI Listing
Regulations and are independent of the management and
the same are being considered during their appointment/
re-appointment.

The Board of Directors, on the recommendation of
the Nomination and Remuneration Committee, at its
meeting held on 12^th May 2025, appointed Mr. Chirantan
Chatterjee (DIN: 10506056) as the Whole-time Director of
the Company for a term of five (5) years with effect from
12^th May 2025. The said appointment was subsequently
approved by the shareholders at the Annual General
Meeting held on 7^th August 2025.

In accordance with the provisions of the Act, Mr. Chirantan
Chatterjee (DIN: 10506056) is liable to retire by rotation
at the forthcoming Annual General Meeting and, being
eligible, offers himself for re-appointment. Accordingly, the
proposal for his re-appointment will be placed before the
shareholders for approval at the ensuing Annual General
Meeting of the Company.

Mr. Tapas Gangopadhyay (DIN: 10122397) has stepped
down from his position as Director of the Company with
effect from close of business hours on 30^th April 2025 due
to his retirement plans.

Except as mentioned above, there were no other changes
in the office of Director's or KMP's.

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 2026 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 2026 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.

NUMBER OF MEETINGS OF THE BOARD

Five Board Meetings were held during the year on
12^th May 2025, 12^th August 2025, 8^th November 2025,

29^th January 2026 and 23^rd March 2026. The details
regarding meetings of the Board have been provided in
the Corporate Governance Report forming part of this
Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted six (6) Committees,
namely the Audit Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee,
Risk Management Committee and Finance Committee, to
deal with specific areas and activities that require closer
oversight and to ensure an appropriate framework for the
effective discharge of its responsibilities. All the aforesaid

Committees are chaired by Independent Directors, thereby
ensuring objective oversight and upholding high standards
of corporate governance.

During the year under review, there was no instance of the
Board not accepting any recommendations made by the
Audit Committee of the Board.

The details relating to the composition of the Committees,
along with the number and dates of meetings held during
the financial year 2025-26 and the attendance of Directors
thereat, are provided in the Corporate Governance Report
forming part of this Annual Report.

BOARD EVALUATION

The criteria and manner for formal performance evaluation
of individual Directors, the Board as a whole and the
Board Committees have been formulated based on which
evaluation has been carried out. Every Director evaluates
the performance of other Directors (except for 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.

Further, the Independent Directors of the Company in
its separate meeting held during the year reviewed the
performance of the Non-Independent Directors and the
Board as a Whole and the Chairman of the Company,
considering the views of Executive Directors and
Non-Executive Directors.

The Board expressed satisfaction on the overall
performance of the Directors, functioning of the Board and
its Committees.

NOMINATION & REMUNERATION POLICY

In accordance with the provisions of the Act and SEBI
Listing Regulations, the Company has formulated and
adopted a Nomination and Remuneration Policy which lays
down 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 Nomination & Remuneration Policy of the Company is
available on the website of the Company at

CDhttps://ushamartin.com/public/upload/
investorrelations/nomination-remuneration-policy.pdf

During the year under review, the Board, upon the
recommendation of the Nomination and Remuneration

Committee, reviewed and revised the said Policy
to incorporate amendments in applicable laws
and regulations, provisions relating to stock-based
compensation, the review and evaluation mechanism of the
policy, and updated definitions, among other matters.

The salient features of the Nomination & Remuneration
Policy of the Company are provided herein-under:

• The Policy outlines clear and transparent criteria for
the appointment of Directors, taking into consideration
factors such as professional qualifications, relevant
experience, integrity, time commitment, and
governance capabilities.

• It prescribes a structured recruitment process for
Senior Management Personnel, ensuring alignment with
organizational requirements and strategic objectives.

• It defines the components of remuneration for Directors,
Senior Management, and other employees, along with
the guiding principles and factors for determining

such remuneration.

• It incorporates remuneration benchmarking practices
to ensure competitiveness and support the retention of
high-performing talent across the organization.

• The Policy provides for the grant of Employee Stock
Options (ESOPs) to eligible employees, including Key
Managerial Personnel (KMPs), based on performance,
subject to the approval of the Nomination and
Remuneration Committee and in compliance with
applicable legal and regulatory provisions.

PARTICULARS OF EMPLOYEES, DIRECTORS &
MANAGERIAL REMUNERATION

The information required pursuant to 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 appended as Annexure II to
this Report.

In accordance with the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the statement containing the
names and other particulars of employees drawing
remuneration in excess of the limits prescribed thereunder
forms part of this Annual Report. However, in terms of the
proviso to Section 136(1) of the Companies Act, 2013,
the Annual Report is being dispatched to the Members of
the Company excluding the aforesaid statement. The said
statement is available for inspection by the Members at the
Registered Office of the Company during business hours
on all working days up to the date of the ensuing Annual
General Meeting. Any Member desirous of obtaining a copy
of the said statement may write to the Company Secretary
atinvestor@ushamartin.co.in.

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Company has in place a Vigil Mechanism and Whistle
Blower Policy and the same is available on Company's
website at

CDhttps://ushamartin.com/public/upload/

investorrelations/Details-of-Establishment-Vigil-

Mechanism-Whistle-Blower-Policy.pdf.

The policy provides a structured channel for whistleblowers
to disclose instances of misconduct, malpractice, unethical
conduct or improper practices for appropriate action
and reporting.

The mechanism also provides for adequate safeguards
against victimization of the Whistle Blower for availing the
mechanism and in exceptional cases, direct access to the
Chairman of the Audit Committee to report instances
of fraud/ misconduct is provided. The Audit Committee
oversees all complaints received, if any, and their redressal.

As part of its good governance practices, the Board
undertakes an annual review of the Policy. Accordingly,
upon the recommendation of the Audit Committee, the
Policy was reviewed and revised by the Board during
the year.

During the year under review, the Company did not receive
any complaints under the Policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company remains committed to its role as a
responsible corporate citizen and continues to actively
contribute to the sustainable development of communities
in and around its operational locations. As per the
provisions of Section 135 of the Act, the Company is
not required to statutorily incur any corporate social
responsibility spending owing to absence of net profits
over the last three financial years (calculated in accordance
with the provisions 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.

The Company has formulated a CSR Policy which can be
accessed at

CDhttps://ushamartin.com/public/upload/

investorrelations/Corporate-Social-Responsibility-Policy.

pdf

The salient features of the CSR Policy of the Company are:

• The Policy outlines the process of formulating and
recommending the CSR Policy and the Annual Action
Plan in accordance with applicable laws and regulations.

• It sets forth the framework for implementation of
CSR initiatives, allocation of funds, and monitoring the
performance and progress of such activities.

• It provides guidance on recommending CSR expenditure
and conducting impact assessments, where applicable,
to evaluate the effectiveness of CSR initiatives.

• The Policy includes a structured grievance redressal
mechanism to address concerns related to CSR
programs in a transparent and timely manner.

During the year under review, the Board, upon the
recommendation of the CSR Committee, reviewed the said
Policy and confirmed that it remains relevant and aligned
with the Company's CSR objectives, applicable regulatory
requirements, and its commitment to sustainable and
inclusive development. No material changes were made to
the Policy during the year under review.

The Company has also constituted a CSR Committee,
inter alia, to give directions and assistance to the Board
for leading the CSR initiatives of the Company. As on
31^st March 2026, the CSR Committee comprised of
Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula,

Mr. SBN Sharma, Mr. Sethurathnam Ravi and Mr. Chirantan
Chatterjee as members.

The annual report on CSR activities as required under the
provisions of the Act and the Rules framed thereunder is
attached herewith as Annexure III.

SUSTAINABILITY

The Company remains committed to integrating
sustainability principles into its business strategy and
operations, with a focus on creating long-term value for all
stakeholders while minimising its environmental footprint
and strengthening social impact. The Company continues to
undertake various initiatives across key ESG (Environmental,
Social and Governance) parameters, including responsible
resource utilisation, workplace safety, employee well-being,

ethical business conduct, community development and
robust governance practices.

To provide strategic direction and oversight to the
Company's sustainability agenda, a Sustainability
Council has been constituted comprising Directors and
senior leadership personnel from various functions. The
Sustainability Council oversees the implementation of ESG
and sustainability initiatives, monitors performance against
identified sustainability priorities and supports compliance
with applicable regulatory requirements, including the
Business Responsibility and Sustainability Reporting
(BRSR) framework.

The Business Responsibility and Sustainability Report
("BRSR"), which provides disclosures on the Company's
performance across Environmental, Social and Governance
(ESG) parameters for the financial year 2025-26, forms an
integral part of this Annual Report.

Further, an independent assurance report issued by M/s
SGS India Private Limited in respect of the BRSR Core
indicators forms part of the BRSR and is annexed to this
Annual Report.

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 as Annexure IV.

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.

As on 31^st March 2026, the Risk Management Committee
comprised of Mr. Vijay Singh Bapna as Chairman,

Mrs. Ramni Nirula, Mr. Venkatachalam Ramakrishna Iyer,

Mr. Sethurathnam Ravi, Mr. Chirantan Chatterjee and
Mr. S B N Sharma as Members.

The Company also has a Risk Management Policy which
lays down the framework for identification and mitigation
of various risks. The specific objective of this Policy is to
assess risks in the internal and external environments and
incorporates mitigation plans in its business strategy and
operation plans. Based on the recommendation of the Risk
Management Committee the Board of Directors revised
the Risk Management Policy during the year.

The Risk Management Framework is reviewed periodically
by the Audit Committee and Risk Management Committee
of the Board. The Board has not identified any material
risk which, in its opinion, may threaten the existence of
the Company.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and SEBI Listing
Regulations, the Company has formulated a Policy on
dealing with Related Party Transactions ('RPT') and the
same is available on the Company's website at

dpolicy-on-materiality-and-for-dealing-with-related-
party-transactions-2025-05-04.pdf

All contracts/ arrangements/ transactions entered by
the Company during the Financial Year 2025-26, with its
related parties, were in the ordinary course of business
and on an arm's length basis and had approval of the Audit
Committee, as required under SEBI Listing Regulations. All
related party transactions are reviewed on a quarterly basis
by the Audit Committee.

There were no materially significant related party
transactions entered into by the Company which may
have potential conflict with the interest of the Company.
Further, during the Financial Year, the Company has not
entered into any contract/ arrangement/ transaction
with related parties which could be considered material in
accordance with the Company's policy. Relevant disclosure
has been made in Form AOC-2 pursuant to Rule 8(2) of
the Companies (Accounts) Rules, 2014 and is annexed as
Annexure V to this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The loans and guarantees given by the Company are within
the limits prescribed under Section 186 of the Act. The
details of loans, guarantees and investments are provided
in Note No. 5 to the Financial Statements.

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 and Those
Charged with Governance (TCWG), the Board is of the
opinion that the Company's internal financial controls were
adequate and effective during the year ended on 31^st
March 2026.

STATUTORY 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, M/s
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 Auditor's Report on the Standalone and Consolidated
financial statements of the Company for the year ended
March 31, 2026 forms part of this Annual Report. There
were no qualifications, reservations or adverse remarks
in the Statutory Auditors' Report on the standalone and
consolidated financial statements of the Company for the
financial year under review. The Auditors have included an
Emphasis of Matter paragraph in their report, which is self¬
explanatory.

The term of office of Messrs. S.R. Batliboi & Co. LLP as
Statutory Auditors of the Company concludes at the
conclusion of the ensuing 40^th Annual General Meeting.

The requisite proposal for appointment of new Statutory
Auditors shall be placed before the shareholders for
their consideration and approval at the ensuing Annual
General Meeting.

COST AUDITORS & COST RECORD

The Company has maintained cost records as specified by
the Central Government under Section 148(1) of the Act
and the prescribed accounts and records have been duly

made and maintained. The Board had appointed M/s. Mani
& Co., Cost Accountants to conduct cost audit of the
Company for the FY 2025-26 and had recommended their
remuneration to the shareholders which was ratified at the
Annual General Meeting held on 7^th August 2025.

There were no qualifications, reservations, adverse remarks
or disclaimers in the Cost Auditors' Report for the last
financial year.

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 2026-27 and their remuneration
will be sought to be ratified by the shareholders at the
forthcoming Annual General Meeting of the Company.

SECRETARIAL AUDITOR

During the year under review, the Board of Directors on
the recommendation of the Audit Committee, appointed
M/s. MKB & Associates, Practicing Company Secretaries
[Firm Registration No. P2010WB042700] as the Secretarial
Auditor of the Company for a period of five years from
FY 2025-26 to FY 2029-30 and the said appointment
was approved by the shareholders at the Annual General
Meeting of the Company held on 7^th August 2025.

The Secretarial Audit Report is annexed and forms
part of this Report as Annexure VI. There were no
qualifications, reservations, adverse remarks or disclaimer
in the Secretarial Auditors' Report for the financial year
under review.

INTERNAL AUDITOR

M/s. Deloitte Haskin & Sells LLP acted as the Internal
Auditor of the Company for the financial year 2025-26.

The Audit Committee considers and reviews the Internal
Audit Report submitted by the Internal Auditor on a
quarterly basis.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have
reported any instances of fraud committed against the
Company as required to be reported under Section 143
(12) of the Act.

DEPOSITS

During the year under review, the Company has not
accepted any deposit under Section 73 of the Act and
the Companies (Acceptance of Deposits) Rules, 2014. As

on 31^st March 2026, there are no unclaimed or unpaid
deposits with the Company. The Company has not
defaulted on repayment of deposits or payment of interest
on deposits thereon in the past.

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”) had earlier
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 were alleged in relation to allocation of
mine to the Company, illegal sale of minerals and abuse of
official position by government servants. Pursuant to filing
of chargesheet under the PC Act and IPC, proceedings
are ongoing before the District and Sessions Judge-cum-
Special Judge, Ranchi ("Ranchi Trial Court”).

Based on FIR No. 1, the Directorate of Enforcement ("ED”)
initiated investigation and issued a provisional attachment
order dated 9^th August 2019 ("Provisional Order”) under
the Prevention of Money Laundering Act, 2002 ("PMLA”)
attaching certain immovable properties of the Company
valued at approximately Rs. 190.37 crore situated at
Ranchi in the State of Jharkhand. The said attachment
pertains to alleged contravention in export and domestic
sale of iron ore fines in earlier years from the erstwhile iron
ore mines of the Company situated at Ghatkuri, Jharkhand.
The Provisional Order was confirmed by the Adjudicating
Authority under PMLA on 10^th January 2020, against which
the Company preferred an appeal before the Appellate
Tribunal, PMLA, New Delhi. The Appellate Tribunal had
earlier granted a status quo order in respect of the
attached properties. Subsequently, vide order dated
18^th November 2025, the Appellate Tribunal disposed of
the appeal filed by the Company without interfering with
the Provisional Order or the confirmation order. However,
the protection under the status quo order shall continue
to the extent it relates to possession of the attached
properties until conclusion of the proceedings before the
Ranchi Trial Court. In this regard, ED also filed a complaint
followed by a supplementary complaint before the Ranchi
Trial Court, which is pending adjudication.

In October 2020, the CBI had registered another first
information report ("FIR No. 2”) under the PC Act read
with IPC against the Company, certain officials of the
Company and others, alleging influencing of the ongoing
CBI investigation pertaining to the aforesaid matter.
Pursuant to the chargesheet filed by the CBI, proceedings
are ongoing before the Special Judge-CBI, New Delhi. In
connection with FIR No. 2, the Directorate of Enforcement
has also filed a complaint before the Special Court, New
Delhi under PMLA, which is pending adjudication.

The Company continues to take such legal measures as
may be considered necessary in respect of the aforesaid
ongoing proceedings.

Reference is drawn to Note no. 38 to the Accounts in
this Annual Report and the 'Emphasis of Matter' by the
Auditors in their Report.

ANNUAL RETURN

In accordance with Section 92 (3), 134 (3) (a) read with Rule
12 of the Companies (Management and Administration)
Rules, 2014, a copy of the Annual Return of the Company
is hosted on its website and can be accessed athttps://
ushamartin.com/public/upload/investorrelations/annual-
fy-2025-26.pdf

CORPORATE GOVERNANCE REPORT

A detailed Report on Corporate Governance together
with a Certificate from M/s. MKB & Associates, Practicing
Company Secretaries, regarding compliance of conditions
of Corporate Governance as stipulated under SEBI
Listing Regulations is annexed and forms part of this
Annual Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT

There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of report.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards
on Meetings of Board ('SS1') & Secretarial Standards
on General Meetings ('SS2') issued by the Institute of
Company Secretaries of India as applicable during the year
ended 31^st March 2026.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company is committed to providing a safe, secure and
conducive work environment and has in place a 'Prevention,
Prohibition and Redressal of Sexual Harassment at
Workplace Policy' in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act”),
aimed at prevention, prohibition and timely redressal
of complaints. The Policy is available on the Company's
website at

CPhttps://ushamartin.com/public/upload/

investorrelations/prevention-prohibition-redressal-of-

sexual-harrassment-at-work-place-policy-25022026.pdf

The Company has duly constituted an Internal Committee
(IC) in compliance with the POSH Act. It has also complied
with the requirements relating to registration and reporting
on the Sexual Harassment Electronic Box (SHe-Box) portal
under the Ministry of Women and Child Development,
Government of India, which provides a centralised platform
for filing and tracking complaints.

The details pertaining to complaints received on matters
pertaining to sexual harassment during the Financial Year
2025-26, are as below:

(a) Number of complaints of sexual harassment received
in the year: NIL

(b) Number of complaints disposed of during the year: NIL

(c) Number of complaints pending for more than ninety
days: NIL

MATERNITY BENEFIT

During the year under review, the Company is in compliance
with the provisions of the Maternity Benefit Act, 1961 and
has continued to extend maternity benefits in accordance
with applicable laws and its internal policies, thereby
promoting employee welfare and work-life balance.

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 2026 to the
Board of Directors.

GENERAL DISCLOSURES

i. During the year under review, there has been no

change in the nature of the business of the Company.

ii. No proceedings are pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

iii. The Company serviced all the debts & financial
commitments as and when they became due and no
settlements were entered into with the bankers.

APPRECIATION

Your director's 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.

For and on behalf of the Board of Directors

Rajeev Jhawar S B N Sharma

Managing Director Whole Time Director

DIN: 00086164 DIN: 08167106

Place: Singapore Place: Ranchi

Date: 30^th April 2026