To

The Members,

Your Directors take pleasure in presenting the 37th (Thirty - Seventh) Annual Report on the business and operations of the Company together with Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS

(Rs. in Millions

FINANCIAL PERFORMANCE AND STATE OF AFFAIR OF THE COMPANY

The Financial Year 2022-23, for the world economy as a whole, started with the impact of the Russia-Ukraine war that broke out at the end of the previous financial year. The prices of food, fuel, crude oil and fertilisers rose sharply worldwide. As inflation rates accelerated, the central banks of advanced countries scrambled to respond with monetary policy tightening. However, eventually there was respite for governments and households in the second half of the year.

The Indian economy, on the other hand, appears to have moved on after its encounter with the pandemic, staging a full recovery in Financial Year 2022-23, ahead of many nations and positioning itself to ascend to the pre-pandemic growth path in upcoming financial year. In this financial year, India became the world's fifth largest economy, measured in current dollars.

Further, the Indian automobile industry is on path of emerging as a success story by bouncing back from the various challenges posed by the Covid-19 pandemic, global energy crisis, lurking speed breakers of rising interest rates, cost increases due to new emission and safety norms, poor demand and supply chain constraints. It is setting out on a journey with hopes for a sustained growth momentum and further embracing clean technology. In December 2022, India also became the 3rd largest automobile market, surpassing Japan and Germany in terms of sales. Despite various challenges, automobile industry achieved record growth in its different segments and indicated a positive trend for the industry.

In line with the Industry, your Company effectively managed to perform well during the financial year under review with improved sales mix and recorded growth in sales value.

The total income on standalone basis as well as on consolidated basis for the financial year under review rose to Rs. 40529.47 million as compared to Rs. 35729.80 million in FY 2021-22, thereby recording a growth of 13.43% while maintaining the volumes of wheel rims at 17.62 million vs 17.89 million in FY 2021-22.

The Earnings Before Interest, Depreciation and Tax (EBIDTA) on standalone and consolidated basis stood at Rs. 4552.07 million in FY 202223 in comparison to Rs. 4658.09 million in FY 2021-22.

The Depreciation and other amortization on standalone and consolidated basis have increased to Rs. 804.41 million in FY 2022-23 from Rs. 768.70 million in FY 2021-22.

On standalone basis, the Profit before tax during the financial year under review has slightly decreased to Rs. 2912.21 million from Rs. 3035.18 million in FY 2021-22 recording a decrease of 4.05%. The profit after tax (before comprehensive income) have also decreased to Rs. 1938.00 million from Rs. 2054.64 million, showing a decrease of 5.68%.

During the year under review, your Company had acquired 26% equity shares in Clean Max Astria Private Limited(CMAPL). Consequently, CMAPL became its Associate Company. Accordingly, after taking into effect of share of profit/loss from associates, during the financial year under review the profit before tax and profit after tax on consolidated basis stood at Rs. 2912.15 million and 1937.94 million, respectively. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (‘the act'), Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015} and IND AS-110 on consolidated financial statements, read with IND AS- 28 on Investments in Associates/Joint Ventures, the audited Consolidated Financial Statements for the Financial year ended March 31, 2023 together with the Auditor's Report are provided in this Annual Report.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 2054.64 million to the General Reserve out of the amount available for appropriation.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of Directors (Board) of the Company formulated and adopted the Dividend Distribution Policy. The same is available on the Company's website at http://sswlindia.com/wp-content/themes/sswl/assets/ docs/Dividend-Distribution-Policy.pdf.

DIVIDEND

In line with the Dividend Distribution Policy of the Company, the Board of Directors at its meeting held on 26.05.2023, have recommended a final dividend of Rs. 1.00 per equity share (i.e. 100%) of face value of Re. 1/- each {previous year Rs. 3.75 per equity share (i.e. 75%) of face value of Rs. 5/- each} for the FY 2022-23. The dividend proposed is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company. The total cash outflow on account of proposed dividend, if approved by the shareholders for the current year will amount to Rs. 156.51 million (previous year Rs. 117.38 million), which represent 8.08% of the Profit After Tax earned during the year. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from 01.04.2020 and the Company is required to deduct tax at source from dividend paid to the shareholders at prescribed rates as per the Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from 17.08.2023 to 23.08.2023 (both days inclusive) for the purpose of payment of the dividend and AGM for the financial year ended March 31,2023.

CAPITAL EXPENDITURE

During the year under review, the Company on a standalone basis spent (Excluding Advances and Intangibles) Rs. 138.48 crores against Rs. 168.05 Crores in the previous financial year towards capital expenditure. This mainly comprises of regular capital expenditure at various plant locations & company offices and manufacturing capacity expansion.

SHARE CAPITAL

During the year under review, the Company allotted 83700 equity shares of Rs. 5/- each on 10.06.2022 upon exercise of options by the employees of the Company under ?teel Strips Wheels Limited-Employee Stock Option Scheme, 2016" (?SOS 2016") at an exercise price of Rs. 100/- each. Consequent to the allotment of aforesaid shares, the Issued and Paid-up Equity Share Capital of the Company increased from Rs. 15,60,94,700/- (divided into 31218940 equity shares of Rs. 5/- each) to Rs. 15,65,13,200/- (divided into 31302640 equity shares of Rs. 5/- each).

Further, during the year under review, the Board of Directors at their meeting held on 19.07.2022 approved sub-division of equity shares of the Company and the same was approved by the shareholders of the Company at their 36th AGM held on 30.09.2022 pursuant to which 1 (one) equity share of face value of Rs. 5/- each of the Company was sub-divided into 5 (five) equity shares of face value of Re. 1/- each with effect from 11.11.2022 (record date fixed for sub-division).

The Issued and Paid-up Equity Share Capital of the Company is Rs. 15,65,13,200/- (divided into 156513200 equity shares of Re. 1/- each) as on 31.03.2023 as well as on the date of this report.

Confirmations:

a) During the year under review, the Company has not:

i. issued any debentures or bonds.

ii. issued shares with differential voting rights as to dividend, voting or otherwise

iii. issued any sweat equity shares to its Directors or employees

iv. made any changes in voting rights

v. reduced its share capital or bought back its shares

vi. changed the capital structure resulting from restructuring

vii. failed to implement any corporate action

viii. issued convertible securities

ix. issued warrants

b) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

c) There was no revision of financial statements and Board's Report of the Company for the preceding financial year under review. NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA)

During the year under review, the Capital clause of the Memorandum of Association was altered in order to take effect of the sub-division on the equity share capital of the company. The same was duly approved by the Board of Directors and shareholders at their respective meetings held on 19.07.2022 and 30.09.2022.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, there were two on-going Employee Stock Option Schemes titled as ?teel Strips Wheels Limited - Employee Stock Option Scheme, 2016" (?SOS 2016") and ?teel Strips Wheels Limited - Employee Stock Option Scheme, 2021" (?SOS 2021").

Pursuant to the sub-division of equity shares of the Company and with effect from 11.11.2022 (record date fixed for sub-division), appropriate adjustments were made to the number of all outstanding stock options (vested but not exercised and unvested stock options), the number of stock options available for future grant(s) and the exercise price thereof, in such a manner that each such stock option shall increase by five times and the respective exercise price for each such stock option shall be one fifth of the exercise price fixed at the time of grant of such options or as specified in the scheme.

During the year under review, the Employee Compensation Committee (ECC) of the Company, in its meeting held on 17.11.2022, granted 500000 Stock Options to eligible employees of the Company under ?teel Strips Wheels Limited- Employee Stock Option Scheme, 2021" (?SOS 2021"). Each stock option is exercisable into equivalent number of equity shares of FV Re. 1/- each at an exercise price of Rs. 20/- each. Options granted will vest on 17.11.2023 and exercise period would commence from date of vesting and will expire on completion of 5 years from the date of grant.

During the year under review, no options were granted under ESOS 2016.

Further, there were no material changes in the ongoing employee stock option schemes of the Company i.e. ?SOS 2016" and ?SOS 2021" and the said schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 {SEBI (SBEB & SE Regulations, 2021} including any amendment (s) thereof. The necessary disclosure as stipulated under Regulation 14 read with Part F of Schedule I of the SEBI (SBEB & SE) Regulations, 2021 with regard to ?SOS 2016" and ?SOS 2021" have been uploaded on the website of the Company under the web-link: https://sswlindia.com/investors/sswl-disclosure-regarding-esos/

The Company has received a Certificate from the Secretarial Auditors of the Company that the aforesaid schemes i.e. ?SOS 2016" and ?SOS 2021" have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 and in accordance with the resolution(s) passed by the members in their AGM (s) held on 30.09.2016 and 30.09.2021, respectively. The certificate would be placed at the ensuing AGM for inspection by members.

BIDDING UNDER INSOLVENcY AND BANKRUPTcY cODE, 2016

Your Company bid for acquisition of AMW Autocomponent Limited (AACL), a company engaged in manufacturing of Steel Wheel Rims catering to Passenger Vehicles/ Truck and Tractor Segment, which was undergoing Corporate Insolvency Resolution Process (CIRP). The Company under consideration owns a state of art wheel rims plant with capability to address domestic as well export requirements and completely supplements the existing steel wheel business of your Company. This acquisition will not only provide your Company with a ready operating capacity but will also save on time and efforts required to put up a green field project.

On September 21,2021, your Company was declared as the successful resolution applicant by the Committee of Creditors of AACL under the CIRP process of the Insolvency and Bankruptcy Code, 2016 and received a letter of Intent from the Resolution Professional of AACL. The Company has unconditionally accepted the terms of the letter of intent and the closing of the transaction shall be subject to obtaining necessary regulatory approvals, including from the National Company Law Tribunal.

MOU WITH REDLER TEcHNOLOGIES LIMITED, AN ISRAEL BASED cOMPANY

During the year under review, the Company signed a Memorandum of Understanding(MOU) with Redler Technologies Limited (Redler), an Israel Based global engineering company, in order to establish a Joint Venture in India focusing on the development, manufacturing, and

marketing of innovative, state-of-the-art motion control solutions for Two, Three & four wheeled electric vehicle in India. Redler is a global engineering company, engaged in designing and production of the patented, state-of-the-art, servo motion control systems, intelligent circuit breakers, and power distribution systems.

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of good corporate governance and believes that statutory compliances and transparency are necessary to enhance the shareholder value. A separate section on Corporate Governance and a certificate from the Company's Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 is included and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable Health & Safety standards, Environment Laws and Labour Laws and has been taking all necessary measures to protect the environment and provide workers a safe working environment. The Company is committed for continual improvement in Health & Safety as well as Environmental protection by involving all the employees.

Significant emphasis was also laid towards raising awareness on health and wellness of employees through annual medical check-ups and awareness sessions and webinar on ‘Health & Well-Being'.

Employees have been encouraged to practice safety in all their activities in and out of Company premises. Continuous safety training is conducted at all levels and special emphasis is given to implementation of safety work standards.

HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. The Company's people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the Company. The Company provides a holistic environment where employees get opportunities to realize their potential. The Company's performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization. The Company has a structured appraisal system based on key result areas (KRAs) for employees belonging to Manager and above category.

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

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. The policy is gender neutral and all employees (permanent, contractual, temporary trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of optimum number of Executive and Non- Executive Directors including Independent Directors & Woman Independent Director who have wide and varied experience in the field of business, finance, education, industry, commerce and administration. All the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under the Companies Act, 2013 (Act) and SEBI LODR Regulations, 2015.

During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company other than remuneration, sitting fees and dividend declared by the Company on the shares held by them.

Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and Rules framed thereunder (including any amendment thereof), Sh. Rajinder Kumar Garg (DIN:00034827), Chairman, Non-Executive Director and Sh. Manohar Lal Jain (DIN:00034591), Executive Director of the Company shall retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment for your approval. Brief profile and details of Sh. Rajinder Kumar Garg (DIN:00034827), Chairman, Non-Executive Director and Sh. Manohar Lal Jain (DIN:00034591), Executive Director, proposed to be re-appointed as required under the SEBI(LODR) Regulations, 2015, are contained in the Notice convening the ensuing 37th Annual General Meeting (AGM) of the Company.

> Continuation of Directorship

Pursuant to Regulation 17 (1A) of the SEBI (LODR) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Keeping in view of the above and on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 12.07.2023 proposed to seek consent of the members by way of special resolution at the ensuing 37th Annual General Meeting (AGM) of the Company for continuation of office of directorship of Sh. Rajinder Kumar Garg (aged almost 80 years) (DIN: 00034827), Chairman and Non-Executive Director of the Company till the date he retires by rotation in terms of Section 152 of the Companies Act, 2013. The explanatory statement annexed to the notice for the re-appointment and continuation of directorship of Sh. Rajinder Kumar Garg, also indicates the justification as required under the Regulation 17(1A) of SEBI (LODR) Regulations, 2015. Re-appointment of Whole Time Directors

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 26.05.2023, approved the re-appointment of the Whole Time Directors, subject to the approval of members by way of special resolution in the ensuing AGM of the Company, in the following manner: -

• Sh. Dheeraj Garg (DIN:00034926) as Managing Director of the Company for a period of 5 (five) years effective from 01.06.2023 till 31.05.2028.

• Sh. Manohar Lal Jain (DIN:00034591) as Executive Director of the Company for a period of 5 (five) years effective from 01.07.2023 till 30.06.2028.

• Sh. Andra Veetil Unnikrishnan (DIN:02498195) as Deputy Managing Director (Executive Director) of the Company for a period of 5 (five) years effective from 01.01.2024 till 31.12.2028.

> Continuation of Directorship

Pursuant to Section 196 (3) read with Schedule V to the Act, no company shall continue the appointment of any person as Managing Director, Whole-Time Director or Manager who has attained the age of seventy years unless a special resolution is passed by the members.

As mentioned above, the Board of Directors of the Company, in its meeting held on 26.05.2023, have accorded its approval for the reappointment of Sh. Andra Veetil Unnikrishnan and Sh. Manohar Lal Jain as Executive Directors of the Company, subject to the approval of shareholders of the Company.

Sh. Andra Veetil Unnikrishnan will attain the age of seventy years on 05.06.2025 i.e. during his proposed tenure of Directorship of five(5) years effective from 01.01.2024, as Deputy Managing Director (Executive Director) of the Company. Thus, pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors in the same meeting have also approved the continuation of directorship of Sh. Andra Veetil Unnikrishnan after attaining the age of such seventy years till the expiry of his proposed term i.e. upto 31.12.2028, subject to the approval of shareholders by way of special resolution.

Similarly, Sh. Manohar Lal Jain, will also attain the age of seventy years on 07.06.2025 i.e. during his proposed tenure of Directorship of five(5) years effective from 01.07.2023, as Executive Director of the Company. Thus, the Board of Directors in the same meeting have also approved the continuation of directorship of Sh. Manohar Lal Jain after attaining the age of such seventy years till the expiry of his proposed term i.e. upto 30.06.2028, subject to the approval of shareholders by way of special resolution.

The explanatory statement annexed to the notice for the re-appointment and continuation of directorship of both Sh. Andra Veetil Unnikrishnan and Sh. Manohar lal Jain, also indicates the justification as required under the Act.

Re-appointment & Continuation of Independent Director

Sh. Virander Kumar Arya (aged 72 years) (DIN: 00751005), Independent Non-Executive Director was first appointed on the Board of the Company by the shareholders of the Company in their AGM held on 30.09.2019 for the period effective from 27.05.2019 till 30.09.2023. Accordingly, his first term of appointment is liable to expire on 30.09.2023.

Accordingly, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors in their meeting held on 26.05.2023, have approved the re-appointment of Sh. Virander Kumar Arya as Non-Executive Independent Director of the Company for a second term of 3 (Three) consecutive years effective from 01.10.2023 to 30.09.2026, subject to the approval of shareholders of the Company at the ensuing AGM by way of special resolution.

Pursuant to Regulation 17 (1A) of the SEBI (LODR) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Sh. Virander Kumar Arya shall attain the age of such seventy-five years during the proposed tenure of his second term. Thus, on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, in their meeting held on 26.05.2023, have also approved the continuation of office of directorship of Sh. Virander Kumar Arya, Non-Executive Independent Director of

the Company, after attaining the age of such seventy-five years till the expiry of his second term i.e. upto 30.09.2026, subject to the approval of shareholders by way of special resolution.

The explanatory statement annexed to the notice for the re-appointment and continuation of directorship of Sh. Virander Kumar Arya, also indicates the justification as required under the Regulation 17(1A) of SEBI (LODR) Regulations, 2015.

Key Managerial Personnel

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

Accordingly, pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company as on March 31,2023 are Sh. Dheeraj Garg, Managing Director, Sh. Andra Veetil Unnikrishnan, Deputy Managing Director, Sh. Manohar Lal Jain, Executive Director, Sh. Naveen Sorot, Chief Financial Officer (CFO) and Sh. Shaman Jindal, Company Secretary of the Company.

Further, Sh. Dheeraj Garg (DIN:00034926), Managing Director and Sh. Andra Veetil Unnikrishnan (DIN:02498195), Deputy Managing Director and Sh. Manohar Lal Jain (DIN:00034591), Executive Director have been re-appointed by the Board in their meeting held on 26.05.2023 upon recommendation of NRC Committee subject to the approval of the Shareholders at the ensuing AGM of the Company, as per the information given above in paragraph ‘Details Of Directors And Key Managerial Personnel'.

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

> Associate Company : Clean Max Astria Private Limited (CMAPL)

During the financial year under review, the Company entered into definitive agreements for acquisition of 26% in the equity shares of Clean Max Astria Private Limited (CMAPL), a Special Purpose Vehicle engaged in the business of production, generation, supply and distribution of wind, solar and/or hybrid power, having its registered office at 13A Floor-13, Plot- 400, The Peregrine Apt, Swatantrya Veer Savarkar Marg, Prabhadevi, Mumbai. This is in line with the Company's commitment to enhance the share of renewable power source in its operation and to comply with regulatory requirement for being a captive user under Indian electricity laws.

Post the acquisition of said 26% equity shares, the Clean Max Astria Private Limited, has become its associate company during the financial year 2022-23.

Further, in accordance with the provisions of the Companies Act, 2013 and applicable accounting standards the standalone and consolidated financials together with the reports of Statutory Auditors are provided in this Annual Report. Additionally, pursuant to Section 129 and Section 136 of the Companies Act, 2013 and rules made thereunder a statement containing salient features on the performance and financial position of the said associate Company is provided in Form AOC-1.

The Company does not have any subsidiary nor Joint Venture Company as on March 31,2023.

However, the Company signed a Memorandum of Understanding(MOU) with Redler Technologies Limited (Redler), an Israel Based global engineering company, in order to establish a Joint Venture in India focusing on the development, manufacturing, and marketing of innovative, state-of-the-art motion control solutions for Two, Three & four wheeled electric vehicle in India. Redler is a global engineering company, engaged in designing and production of the patented, state-of-the-art, servo motion control systems, intelligent circuit breakers, and power distribution systems.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof) during the financial year 2022-23 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

CREDIT RATING

The details pertaining to credit ratings obtained by the Company during the financial year are provided in the Corporate Governance Report, which forms part of this Annual Report and the same have been placed at the website of the Company i.e. https://sswlindia.com/investors/ credit-rating/.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information(s). The Internal Financial Controls with reference to the Financial Statements were adequate and operating effectively.

Further, the Audit Committee monitors the adequacy and effectiveness of your Company's internal control framework.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness of financial and operational reports. The Internal auditor of the Company make continuous assessment of the adequacy and effectiveness of the internal controls and systems across the Company. The Audit Committee and the Management review the findings and the recommendations of the internal auditors and take corrective actions, if required.

To enhance effective internal control system, the Company has laid down following measures:

• The Company's Books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrity and reliable reporting.

• Adherence to accounting policies.

• The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

• Compliance of secretarial functions is ensured by way of secretarial audit.

• Internal Audit is being done for providing assistance in improvising financial control framework.

• The Company has adequate risk management policy.

• Code of Conduct and other policies.

• Physical verification of inventory/stock (stock audit).

AUDIT COMMITTEE AND OTHER COMMITTES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees of the Board constituted by the Board of Directors of the Company as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are provided in the Corporate Governance Report which forms part of this Annual Report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the requirements under Section 177(9) & (10) of the Companies Act, 2013 and in accordance with Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a policy named ?igil Mechanism and Whistle Blower Policy". The further details pertaining to Vigil Mechanism and Whistle Blower Policy of the Company are available in the Corporate Governance Report, which forms part of this Report. This Policy is also available on the Company's website at http://sswlindia.com/wp-content/themes/sswl/assets/docs/ whistleblower.pdf.

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, six (6) Board Meetings were convened and held, details of which are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company has complied with Secretarial Standards on the meeting of Board of Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 and based on the representations, information and explanations received from the management, and after due enquiry, the Directors of the Company hereby confirm that:

• in the preparation of the annual accounts for the financial year 2022-23, the applicable accounting standards have been followed and there are no material departures;

• they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable

and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 2022-23;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate

and operating effectively; and

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company. DECLARATION BY INDEPENDENT DIRECTORS

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

The Board is of the opinion that during the financial year 2022-23, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and Board is satisfied that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (?ICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

Sh. Virander Kumar Arya, Smt. Deva Bharathi Reddy and Sh. Siddharth Bansal have passed the said online proficiency self-assessment test and rest of the Independent Directors are exempt from the requirement to undertake the said test.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to applicable provisions and listing regulations. The said policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 is available on the website of the Company under the link http://sswlindia.com/wp-content/themes/sswl/assets/docs/nomination.pdf. The salient features of the policy are set out in the Corporate Governance Report which forms the part of this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

During the financial year under review, the Statutory Auditor, Secretarial Auditor, Cost Auditor and Internal Auditor of the Company have not reported any offence involving fraud which is being or has been committed against the Company by its officers or employees to the Audit Committee or to the Board of Directors or to the Central Government under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

STATUTORY AUDITORS AND THEIR REPORT

M/s AKR & Associates, Chartered Accountants (ICAI Firm Registration Number 021179N), Statutory Auditors of the Company, were reappointed by the members of the Company at their 36th Annual General Meeting (AGM) held on September 30, 2022 for second term of 5 (five) consecutive years i.e. from the conclusion of 36th AGM of the company till the conclusion of 41st AGM of the Company to be held in Financial year 2027.

The requirement relating to ratification of Auditors appointment by the members of the Company at every AGM has been dispensed with by the Companies Amendment Act, 2017 vide Notification No. S.O.1833 (E)dated 07.05.2018. Pursuant to the said amendment, during the five-year term of appointment/re-appointment of Statutory Auditors, ratification of the appointment /re-appointment by the members in the AGM is not required. Accordingly, business item of ratification of appointment of Statutory Auditors is not included in the Notice of the ensuing 37th AGM of the Company.

Statutory Auditors' Report is self-explanatory and does not contains any qualification, reservations or adverse remarks or disclaimers in their report for the financial year ended 31.03.2023, and therefore, needs no comments and forms part of this Annual Report. The Board of Directors places on record its sincere appreciation for the valuable services rendered by M/s AKR & Associates, Statutory Auditors of the Company. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sh. Sushil Kumar Sikka, a practicing Company Secretary (Membership No. 4241 and CP No. 3582), proprietor of M/s S. K. Sikka & Associates, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2022-23 is annexed herewith the Board's Report as Annexure I. There were no qualifications, reservations or adverse remarks in the Secretarial Audit Report of the Company for the Financial Year ended March 31,2023 and therefore needs no comment by the Board of Directors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 pursuant to Regulation 24 A of the SEBI (LODR) Regulations, 2015, read with the SEBI Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, SEBI Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019, NSE Circular No. NSE/CML/2023/30 and BSE Notice No. 20230410-41 both dated 10th April, 2023. The Annual Secretarial Compliance Report for the financial year 2022-23 has been submitted to the Stock Exchanges within 60 days of the end of the financial year and is also annexed herewith the Board's Report as Annexure II.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all

applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORDS AND AUDIT THEREOF

In terms of Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, the Company is required to maintain cost records only for its HRM division (i.e. Hot Rolling Mills) and have the audit of its cost records conducted by a Cost Accountant. Accordingly, cost records have been prepared and maintained by the Company as required under Section 148(1) of the Act for the said division. The Board of Directors of the Company, on the recommendation of the Audit Committee, had appointed M/s Aggarwal Vimal & Associates, Cost Accountants (Firm Registration No: 000350) as cost auditors of the Company for conducting the audit of the cost records relating to HRM Division of the Company for the financial year ending March 31,2023.

The Cost Auditor has forwarded the Cost Audit Report for the financial year 2022-23 to the Board of Directors of the Company on 12.07.2023 and the said Cost Audit Report shall be filed with Ministry of Corporate Affairs (MCA) within the stipulated time limit as prescribed under the Companies Act, 2013 and relevant rules framed thereunder.

The Board of Directors on the recommendation of the Audit Committee, have appointed M/s Aggarwal Vimal & Associates, Cost Accountants (Firm Registration No: 000350) as cost auditors of the Company for conducting the audit of the cost records relating to HRM Division of the Company for the financial year ending March 31, 2024. The remuneration has been approved by the Board of directors based on recommendation of the Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors is subject to approval of Members of the Company at the ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3) (g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There have been no loans and guarantees made by the Company under Section 186 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof) and Schedule V of the SEBI Listing Regulations during the financial year 2022-23. However, during the year under review, the Company has invested in 26% equity shares of Clean Max Astria Private Limited (CMAPL). The detail of which is given in the Notes to the Financial Statements forming part of Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR 2022-23

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR 2022-23

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions during the financial year under review. Therefore, it is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. The related party transactions undertaken by the Company during the year under review were in compliance with the provisions set out in the Companies Act, 2013 read with the rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. Since all the related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the applicable provisions of the Act and SEBI (LODR) Regulations, 2015. The Audit Committee, during the financial year 2022-23, has approved related party transactions along with granting omnibus approval in line with the policy of the Company on materiality of Related Party Transactions and dealing with related party transactions and the applicable provisions of the Act read with the Rules issued thereunder and the SEBI (LODR) Regulations, 2015 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force). The transactions entered into pursuant to such approval were placed periodically before the Audit Committee.

The policy on materiality of related party transactions and dealing with related party transactions as approved and adopted by the Board is uploaded on the website of the Company under the link http://sswlindia.com/wp-content/themes/sswl/assets/docs/relatedpartytransaction. pdf.

Disclosure as required under (IND AS 24) has been made in Note No. 41 of the both Standalone Financial Statements and Consolidated Financial Statements.

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

MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR 2022-23 AND THE DATE OF THIS REPORT

No material changes and commitment, affecting the financial position of the Company has occurred between the end of the financial year 2022-23 to which the financial statements of the Company relate and the date of this report.

THE CONsERVATION OF ENERGY, TECHNOLOGY ABsORPTION, FOREIGN EXCHANGE EARNINGs AND OUTGO

A statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, forms part of this report and is annexed herewith as Annexure III.

risk management

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

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. The details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Report.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter alia, includes identification, mitigation and control of risks, including cyber security and related risks which in the opinion of the Board may threaten the existence of the Company. The mitigation plans have been covered in the Management Discussion and Analysis, which forms part of this Report.

CORPORATE sOCIAL REsPONsIBILITY

In compliance with Section 135 and in consonance with Schedule VII of the Companies Act, 2013, and Rules framed thereunder (including any amendment(s) thereof), the Company has constituted a Corporate Social Responsibility Committee (CSR) Committee.

Pursuant to Regulation 34(2)(f) of the SEBI(LODR)Regulations, 2015, the top 1000 listed entities based on market capitalization are mandatorily required to describe the initiatives taken by the Company from an environmental, social and governance perspective in its Business Responsibility and Sustainability Report with effect from Financial Year 2022-23. Considering the above requirement to include the role of monitoring the sustainability initiatives undertaken by the Company in line with the Regulation 34(2)(f) of the SEBI(LODR)Regulations, 2015, the Board of Directors at their meeting held on 20.10.2022 have amended the terms of reference of the CSR Committee and also changed its nomenclature to Corporate Social Responsibility & Sustainability (CSRS) Committee. Further, in order to include the above enhanced role of the CSR Committee in its policy, the Board upon recommendation of CSR Committee have approved amendments in CSR Policy. The same is uploaded on the website of the Company under the link https://sswlindia.com/ wp-content/themes/sswl/assets/docs/csr-policy.pdf. The amended term of reference of the CSRS Committee are given in the Corporate Governance Report which forms part of this report.

The Annual Report on CSR activities in terms of Section 135 of the Act and the Rules framed thereunder, including a brief outline of the Company's CSR Policy, is annexed to this Report as Annexure IV.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and Guidance note on Board evaluation issued by SEBI, the Nomination and Remuneration Committee of the Board of Directors of the Company has carried out a formal annual evaluation of the Board as a whole, its committees and all the individual directors. Further, the Board of Directors have also carried out the evaluation of the Board as a whole, its committees, Chairman of the Board and all the Individual and Independent Directors on the Board.

The performance evaluation of the Board and its committees was made after seeking inputs from all the directors of the Company on the basis of effectiveness of board processes, information and functioning, degree of fulfillment of key responsibilities towards stakeholders, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board/Committees structure, composition and role clarity, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes, adherence to law, Board/Committee culture and dynamics, quality of relationship between Board members and the Management, efficacy of communication with external stakeholders, etc.

The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of individual directors (including independent directors) based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions and integrity including adherence to Code of Conduct and Code of Independent Directors of the Company, safeguarding of the Confidential information and of interest of Whistle Blowers under Vigil Mechanism, compliance with policies and disclosures of interest and fulfillment

of other obligations imposed by the law, contribution and initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and guidance/support to management outside board, etc.

A separate meeting of the Independent Directors (?nnual ID meeting") was convened on 18.03.2023, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board's Chairman covering performance of the Board as a whole; performance of the Non-Independent Directors and performance of the Board's Chairman.

INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF')

Pursuant to section 124, 125 and applicable provisions of the Companies Act, 2013 and Rules made there under, all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF after the completion of seven years from the date of transfer of dividend amount in Unpaid Dividend Account. Similarly, the MCA has notified Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which provide that, the shares in respect of which dividend has not been claimed or unpaid by the shareholders for seven consecutive years or more shall also be transferred to the demat account(s) as prescribed by the IEPF Authority.

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

During the financial year 2023-24, the company would be transferring unpaid or unclaimed dividend amount for the financial year 2015-16 (Final) within 30 days from the due date of transferring the amount to IEPF i.e. 05.11.2023. Further, the Company is also required to transfer the shares in respect of which dividends have not claimed for seven (7) consecutive years from the Financial Year 2015-16 (Final), to the demat account of the IEPF Authority. The Company has also given individual intimations to concerned shareholders indicating that such shares shall be transferred to IEPF Authority and also advertised in the newspapers seeking action from said shareholders. Accordingly, the concerned members are requested to claim the unclaimed dividend for FY 2015-16(Final) on or before 25.10.2023.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the Independent Directors which familiarizes them with their role , responsibilities, the Company, its management, its operations, the nature of the industry in which the Company operates, the industry perspective, its issues etc. Details in regard with the familiarization programme are given in the Corporate Governance Report which forms part of this Report.

ANNUAL RETURN

In accordance with Section 92(3) & 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year 2022-23 in Form MGT-7 is available on the website of the Company at:https://sswlindia.com/investors/annual-return-and-extract-of-annual-return/ PARTICULARS OF REMUNERATION OF DIRCTORS/KMP'S/EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V to this report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid statement. In terms of Section 136(1) of the Act, the said statement is open for inspection at the Registered Office of the Company on working days and has been uploaded on the website of the Company at www.sswlindia.com. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

business responsibility AND sustainability REPORT (?RsR")

In compliance with Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2023, describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report.

INsURANCE

All properties and insurable interests of your Company including building and plant & machinery are adequately insured. industrial relations WITH THE personnel OF THE cOMPANY

The industrial relations scenario continued to be largely positive across all the manufacturing locations and the Company has continued to maintain cordial and harmonious relations with its employees at all levels. As a result of it, the Company is thriving to achieve growth and greater heights in the times to come.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the continued co-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued customers, members and investing public for their continued support and confidence reposed in the Company and hope to continue to receive the same in future. It also acknowledges and appreciates the commitment, dedication and contribution made by the employees at all levels towards growth of the Company in all fields.

For and on behalf of the Board