State of Company’s Affairs & Review of Operations

The turnover for the year was Rs. 3,474.16 Crore on
consolidated basis and Rs. 2,171.06 Crore on standalone
basis as compared to Rs. 3,225.20 Crore and Rs. 2,046.09
Crore respectively in the previous year. EBITDA was
Rs. 636.45 Crore on consolidated basis as compared to
Rs. 638.84 Crore in the previous year and on standalone
basis was Rs. 463.29 Crore as compared to Rs. 460.38
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

In FY 2025-26, Usha Martin is well poised to capitalise on
robust domestic infrastructure development and rising
global demand for specialised wire rope solutions. The
Company is strategically focusing on high-value products,
expanding manufacturing capacity, and fostering innovation
through initiatives such as the launch of Ocean fibre ropes.
Despite challenges such as geopolitical uncertainties and
competitive market dynamics, continued investments in
capacity expansion, digitalisation, sustainability, and supply
chain resilience are expected to underpin long-term growth
and value creation.

As part of its transformational journey, the Company has
launched 'One Usha Martin' initiative—an integrated
approach to harmonise global operations, systems, and
processes. It's a Company wide transformation program
aimed at operating as one cohesive Company rather than
separate regional business, ensuring optimised costs and
increased competitiveness leading to stronger financial
performance and sustainable long-term growth.

The expansion of capacity at the Ranchi facility is expected
to materially enhance output in high-value segments
such as offshore, elevator, crane and mining ropes, while
the restructuring of European operations and a greater
share of direct exports from India are poised to improve
cost efficiency and delivery timelines. Domestically,
infrastructure programmes including Bharatmala,
Sagarmala, Parvatmala and urban mass-transit initiatives is
expected to generate robust demand. The infrastructure
boom in Tier-2 and Tier-3 cities is likely to drive strong
growth in the elevator rope segment. Internationally,
the Company is gaining traction in the Middle East and
Latin America, with early signs of recovery in Europe and a
promising opportunity in the offshore-wind market of the
North Sea. The Company is focused on optimising asset
utilisation, strengthening the product mix and maintaining
a prudent balance-sheet posture, while vigilant credit
controls are expected to mitigate working-capital pressures

arising from project delays or geopolitical volatility. Overall,
the Company is well positioned to capitalise on domestic
infrastructure momentum and global opportunities.

Dividend & Reserves

The Board of Directors at their meeting held on 12^th May
2025 has recommended payment of Rs. 3/- (Rupees Three
only) [300%] (previous year Rs. 2.75/- [Rupees Two and
Seventy-Five Paisa only] [275%]) 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 2025. 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 Company's website:

CD https://ushamartin.com/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

The Company has several subsidiaries and joint ventures,
details of which are available in Note No. 32 of the
standalone financial statements. Further, in terms of
Regulation 16(1)(c) of SEBI Listing Regulations, the
Company has two material subsidiaries, details of which are
mentioned in the Corporate Governance report.

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, Usha Martin Americas Inc., a
wholly owned subsidiary of the Company, acquired 2.02%
of the share capital of Usha Siam Steel Industries Public
Company Limited ("USSIL”), a subsidiary of the Company
from a minority shareholder of USSIL. Pursuant to this
acquisition, USSIL has become a step-down wholly owned
subsidiary of the Company.

During the year under review, the relevant authority in
China had approved the application of deregistration of
Usha Martin China Company Limited a step-down wholly
owned subsidiary of the Company and accordingly the said
company ceased to be a subsidiary effective 13^th May, 2024.

Apart from the above, there were no entities which were
incorporated or ceased to be subsidiaries, joint ventures and
associates of the Company during the year under review.

A statement containing the salient features of the financial
statements of the Company's subsidiaries/associates has
been separately annexed hereto as Annexure I, in terms of
the first proviso to Section 129(3) of the Act, read with Rule
5 of the Companies (Accounts) Rules, 2014

Capital Structure & Changes in Share Capital

The paid-up Equity Share Capital as on 31^st March 2025
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 2025 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.

Employee Stock Option Plan

During the year under review, the Company with a view
to reward and retain key employees and to create a
sense of ownership and participation amongst them had
formulated and introduced "Usha Martin Limited Employee
Stock Option Plan - 2024” (herein after referred to as the
"Scheme”) to offer, issue, and provide stock options to
eligible employees of the Company and its subsidiaries.

The shareholders of the Company had vide postal ballot
dated 5^th October, 2024 approved the said Scheme
and also approved the setting up of the Employees
Welfare Trust for the purpose of implementation of the
said Scheme.

The details of the Scheme and the disclosures in compliance
with the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB Regulations”) are
available on the Company's website at

CD jshamartin.com/upload/investorrelations/

esop-disclosure.pdf

There has been no change in the Scheme since its
formulation and the Scheme has been implemented in
accordance with the provisions of the Companies Act,

2013 ("Act / the Act”) and the SEBI SBEB Regulations. The
certificate from the Secretarial Auditor of the Company
on the implementation of the said Scheme in accordance
with Regulation 13 of the SEBI SBEB Regulations, will be
available for electronic inspection by the members during
the ensuing AGM of the Company.

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 detailed
analysis of various skills, qualifications and attributes as
required and available with the Board has been presented in
the Corporate Governance 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 has
been considered during their appointment/re-appointment.

The Board of Directors, on the recommendation of the
Nomination and Remuneration Committee, had at its
meeting held on 27^th March 2024, appointed Mr. S. B. N.
Sharma (DIN: 08167106) as Whole-Time Director of the
Company for a tenure of five years, effective from 1^st April
2024 . The shareholders of the Company had provided their
requisite approval for the said appointment vide postal
ballot on 17^th June, 2024.

Further, the Board of Directors on the recommendation of
the Nomination and Remuneration Committee, had at its
meeting held on 26^th April, 2024, re-appointed Mrs. Ramni
Nirula (DIN: 00015330) as an Independent Director for
a second term of five years, from 26^th July, 2024. The
shareholders of the Company had approved the said re¬
appointment through postal ballot on 17^th June, 2024.

The Board of Directors, on the recommendation of the
Nomination and Remuneration Committee at its meeting
held on 12^th May 2025, has appointed Mr. Chirantan
Chatterjee (DIN: 10506056) as Whole Time Director
for a term of five years, from 12^th May 2025, subject to
the approval of shareholders at the forthcoming Annual
General Meeting of the Company.

Mr. S K Modak (DIN: 00983527) ceased to be the Whole
time Director of the Company w.e.f the close of business
hours of 30^th April 2024.

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

Mr. S B N Sharma (DIN: 08167106) retires by rotation at the
forthcoming Annual General Meeting and, being eligible,
offers himself for re-appointment. The proposal regarding
his re-appointment will be placed for approval by the
shareholders at the ensuing AGM of the Company.

Mr. Anirban Sanyal ceased to be the Chief Financial Officer
(CFO) of the Company w.e.f the close of business hours on
30^th April 2024. Mr. Abhijit Paul has been appointed as the
CFO of the Company with effect from 1^st May 2024.

Mrs. Shampa Ghosh Ray ceased to be the Company
Secretary and Compliance Officer of the Company w.e.f.
the close of business hours on 6^th July 2024. Mr. Manish
Agarwal has been appointed as the Company Secretary and
Compliance Officer of the Company with effect from 12^th
August 2024.

Director’ 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 2025 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 2025 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 Meeting of Board

Five Board Meetings were held during the year on 26^th
April 2024, 12^th August 2024, 6^th November 2024, 29^th
January 2025 and 31^st March 2025. 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 have constituted 6 (six) Committees
viz. Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, Risk
Management Committee and Finance Committee to deal
with specific areas/activities that need a closer review
and to have an appropriate structure for discharging
its responsibilities.

The details regarding meetings of all the above Committees
has been disclosed 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 has been formulated on the basis of 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 Board as a Whole and Chairman
of the Company taking into account 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 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
Nomination & Remuneration Policy of the Company is
available on the website of the Company at

CO https://ushamartin.com/upload/investorrelations/
nomination-remuneration-policy.pdf

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

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

• It sets forth 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 Personnels (KMPs), based on performance,
subject to the approval of the Nomination and
Remuneration Committee and in compliance with
applicable legal and regulatory provisions.

Vigil Mechanism and Whistle Blower Policy

The Company has a Vigil Mechanism and Whistle Blower
Policy and the same is available at

CO https://ushamartin.com/upload/investorrelations/
vigil-mechanism-and-whistle-blower-policy-2025-05-04.
pdf. 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.

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 looks
into the complaints raised, if any, and their redressal.

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

Corporate Social Responsibility (CSR)

The Company continues to take its role as a responsible
corporate citizen and is deeply involved in sustainable
development of communities in and around its areas of
plant operations. As per the provisions of Section 135 of
the Act, the Company is not required to 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. 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.

In this regard the Company has formulated a Corporate
Social Responsibility Policy which can be accessed at

CP https://ushamartin.com/upload/investorrelations/
corporate-social-responsibility-policy-2025-05-04.pdf

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 2025,
the CSR committee comprised of Mr. Vijay Singh Bapna as
Chairman, Mrs. Ramni Nirula, Mr. SBN Sharma, Mr. S Ravi
and Mr. Tapas Gangopadhyay (ceased w.e.f. 30^th April 2025)
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 II.

The salient features of the Corporate Social Responsibility
(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.

The CSR Policy was reviewed and updated during the
year to align it with evolving CSR priorities and revised

regulatory requirements, thereby ensuring its continued
relevance, effectiveness, and alignment with the Company's
commitment to sustainable development.

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.

The Company 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.

The Risk Management Framework is reviewed periodically
by the Audit Committee and Risk Management Committee
of the Board of Directors. In the opinion of the Board of
Directors, there are no existing factors which may threaten
the existence of the Company.

As on 31^st March 2025, the Risk Management Committee
comprised of Mr. Vijay Singh Bapna as Chairman, Mr. Tapas
Gangopadhyay (ceased w.e.f. 30^th April 2025), Mrs. Ramni
Nirula, Mr. R Venkatachalam, Mr. S Ravi and Mr. S B N
Sharma as Members.

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

CP https://ushamartin.com/upload/investorrelations/

policy-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 2024-25, with its related
parties, were in the ordinary course of business and on
an arm's length basis and had prior 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 III to
this Report.

Particulars of Loans, Guarantees and Investments

The loan and guarantee given by the Company are within
the limits prescribed under Section 186 of the Act. The
particulars 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, 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 2025.

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,

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 Auditor's Report on the Standalone and Consolidated
financial statements of the Company for the year ended
March 31, 2025 forms part of this Annual Report. The
Emphasis of Matter mentioned in the Auditors' Report is
self-explanatory.

Cost Audit

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 to conduct cost audit of

the Company for the FY 2024-25 and had recommended
their remuneration to the shareholders which was ratified at
the Annual General Meeting held on 13^th August 2024.

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 2025-26 and their remuneration is sought
to be ratified by the shareholders at the forthcoming Annual
General Meeting of the Company.

Secretarial Audit

During the year under review, the Board of Directors had
appointed M/s. A K Labh & Co., as the Secretarial Auditors
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 as Annexure IV. The
observations mentioned in the Secretarial Audit Report are
self- explanatory in nature.

Subsequent to the recommendation of the Audit
Committee, the Board has 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
will be placed before the shareholders for approval at the
forthcoming Annual General Meeting of the Company.

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 2025, 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.

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 the Company, wherein, inter-alia,

various illegalities have been alleged qua the 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 Prevention of Corruption
Act, 1988 and the Indian Penal Code, 1860, proceedings
are on-going before the District and Sessions Judge Cum
Special Judge, Ranchi ("Ranchi Trial Court”). Basis FIR No.

1, the Directorate of Enforcement initiated its investigation
and accordingly, 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 Appellant 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. 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, 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 the ongoing CBI investigation
pertaining to the aforesaid proceedings. Pursuant to the
charge sheet filed by the CBI, proceedings are on-going
before the Special Judge-CBI, New Delhi. In connection to
the FIR No. 2, ED also filed a complaint before the Special
Court, New Delhi ("Special Court”) under PMLA, which
is presently pending adjudication before the Ld. Special
Judge-CBI, New Delhi. The Company intends to take such
legal measures as may be considered necessary in respect
of the 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 at https://
ushamartin.com/upload/investorrelations/draft-annual-
return-fy-2024-25.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 as Annexure V.

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 as Annexure VI.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as
stipulated in the SEBI Listing Regulations, forms part of the
Annual Report.

Corporate Governance Report

A detailed Report on Corporate Governance 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 1 &

2 issued by the Institute of Company Secretaries of India as
applicable during the year ended 31^st March 2025.

Prevention of Sexual Harassment at Workplace

The Company is committed to provide a safe and
conducive work environment to its employees and has
formulated "Prevention, Prohibition and Redressal of Sexual
Harassment at Work Place Policy” to prohibit, prevent
or deter any acts of sexual harassment at workplace and
to provide the procedure for the redressal of complaints
pertaining to sexual harassment. Further, the Company is
in compliance with the provisions relating to constitution of
Internal Complaints Committee under Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the year under review, no cases were filed under
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)

Act, 2013.

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 2025 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.

iv. 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 2025 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.

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.