Oil Country Tubular Ltd

To the Members:

The Directors have pleasure in presenting before you the 38th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31st March 2024.

FINANCIAL RESULTS:

The performance during the period ended 31st March 2024 has been as under: ' In Lakhs)

The Company's turnover during FY 2023-24 is Rs. 18.23 Crores and the finished goods not lifted by the Customer due to shortage of vehicles is Rs. 4.09 Crores.

STATE OF THE COMPANY'S AFFAIRS:

The Company restored the Plant & Machinery to fully functional status and started operations from June 2023 after receiving the material from the Customer(s) and achieved a turnover of Rs. 18.23 Crores out of Rs. 22.32 Crores production. The turnover was primarily job work orders execution. The Company had a Finished Goods value of Rs. 4.09 Crores at the end of the Financial Year.

As of March 31, 2024, the Order book position is Rs. 85 Crores which includes Job Work order value of Rs. 50 Crores and ONGC / OIL/ Export Orders of value Rs. 35 Crores. The Company expects to achieve a turnover of around Rs. 100 Crores during the Financial Year 2024-2025.

PROSPECTS:

The Company has an Order Book Position of Rs. 85 Crores which will be executed during the Financial Year 2024-25. The Orders are primarily processing of Customer supplied material for the End User ONGC and OIL. The Company also received development Orders from OIL for the supply of tubulars covering Casing, Tubing, Drill Pipes and Heavy Weight Drill Pipes.

With the execution of the development orders, the Company will be technically qualified to participate in all the Tenders. However, presently, the Financial Criteria of the Bid evaluation will be a hindrance to the Company in participating in the higher value Tenders. The Bid Evaluation Criteria is based on the past three years' record, ignoring the three decades of supply record of the Company. The Company will participate in all the Tenders where it meets the Bid Evaluation Criteria and expects to further participate in the higher value Tenders going forward. The Company expects to have more orders during the financial year which can be converted to sales.

The Company expects to have a turnover of Rs. 100 Crores for the Financial Year 2024-25.

Further, Government of India's 'Make in India' Policy allows only the Domestic Manufacturers and has eliminated Foreign Bidders from participating in the Tenders when even a single manufacturer is available in India. There are certain specialized premium products and connections for which the Company has the Licenses and the fully integrated facility makes OCTL competitive and successful in securing more Orders.

Your Company will be bidding for the supply of these products.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Reg.34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from Company Secretary in Practice Ms.Manjula Reddy Aleti confirming the compliance with the conditions of Corporate Governance as stipulated under above regulation is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company has paid the Annual Listing Fees for the year 2024-25 to NSE and BSE where the Company's Shares are listed. DEMATERIALISATION OF SHARES:

97.09% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2024 and balance 2.91% is in physical form. The Company's Registrars are XL Softech Systems Limited having their registered office at 3, Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 4 times during the financial year. The dates on which the meetings were held are: 24th May,2023, 10th August, 2023, 09th November, 2023 and 12th February, 2024.

MATERIAL CHANGES

The following material changes took place between the close of FY and the date of this report.

1. Mr.Sridhar Kamineni, Managing Director resigned as a Director of the company with effect from the closing hours of 24th July, 2024.

2. Mrs.Uma Tiruveedula and Mr.Kunaparaju Vijayarama Raju, resigned as Independent Directors of the company with effect from the closing hours of 17th July, 2024.

3. Mr.Dinakar Vemulapalli resigned as Non-Executive Director of the company with effect from the closing hours of 17th July, 2024.

4. Shri K.Suryanarayana was re-designated as Chairman and Managing Director of the company with effect from 12th August, 2024.

5. Mrs.Uma Kumari Kamalapuri, Mr.Moturu Siva Ram Prasad and Mr.Tatineni Yoganand were appointed as Additional Directors in the category of Non-Executive Independent Directors of the company with effect from 17th July, 2024.

6. Mr.Venkatesh Vasant Rao Parlikar was appointed as an Additional Director in the category of Non-Executive Independent Director of the company with effect from 24th July, 2024.

DIRECTORS

Your Directors recommend the re-designation of Shri K.Suryanarayana as Chairman & Managing Director, Mrs.Uma Kumari

Kamalapuri as an Independent Director, Mr.Moturu Siva Ram Prasad as an Independent Director, Mr.Tatineni Yoganand as an

Independent Director, Mr.Venkatesh Vasant Parlikar as an Independent Director.

RECONSITIUTION OF SUB COMMITEES

Consequent to the resignation and appointment of Directors, various sub committees of the company were reconstituted as

follows with effect from 17th July, 2024.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SEC.149 OF COMPANIES ACT, 2013:

The Independent Directors have submitted declaration of independence, as required pursuant to sub- section (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149.

CHANGES IN THE NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

There have been no material changes or commitments that have affected the financial position of the Company between the close of FY 2023-24 and the date of this report.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

As defined under the Act, the Company doesn't have any Subsidiary, Joint Venture and Associated companies as of March 31, 2023.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments 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 loss of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT OBSERVATIONS :

Auditor's Observation and their response to impairment of assets is self-explanatory.

AUDITORS:

i) Statutory Auditors:

M/s. CKS Associates, Chartered Accountants, Hyderabad, Statutory Auditors have been appointed for a period of Five Years at the 36th Annual General Meeting until 41st Annual General Meeting.

ii) Cost Auditors :

The Company is required to appoint Cost Auditors, if the turnover of the Company is more than Rs.100 Crores in the previous year. Since the turnover of the Company is below Rs.100 Crores threshold during the year 2023-24, the Cost Auditors are not required to be appointed for the year 2024-25.

iii) Secretarial Audit:

Ms. Manjula Aleti, Practicing Company Secretary in practice was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the year 31st March, 2024 as per the section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report for the year ended 31st March, 2024 (in Form MR-3) submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

iv) Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report issued by Ms.Manjula Aleti, Practicing Company Secretary has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year and same is annexed to this Board's Report as Annexure-B

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH THE COMPANY:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the company other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-C to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee, two thirds being Independent Directors. CSR Committee of the Board has developed a CSR Policy under Health care and Education activities which are enclosed as part of this report as Annexure-D.

Additionally, the CSR Policy has been uploaded on the website of the Company at www.octlindia.com under investors/ policy documents/CSR Policy link.

VIGIL MECHANISM / VIGIL BLOWER:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism / Vigil Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism / Vigil Blower Policy has been uploaded on the website of the Company at www.octlindia.com under investors / policy documents / Vigil Mechanism / Vigil Blower Policy link.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-E.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the LODR Regulations, 2015. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.octlindia.com under investors/ policy documents/Related Party Policy link.

EXTRACT OF ANNUAL RETURN:

Annual Return in Form MGT-7 is available on the Company's website, the web link for the same is https://www.octlindia.com/ annual return.html

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

1) Details of percentage increase in the remuneration paid to Key Managerial Personnel (KMP)

2) Particulars of Employees:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees falling under the category thus no information is required to be given in the report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Board of Directors had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company's business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Company has adequate internal control systems and procedures to combat risks. The Risk management procedures are reviewed by the Audit Committee and the Board of Directors on a quarterly basis at the time of review of the Quarterly Financial Results of the Company.

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

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and Redressal of sexual harassment at the workplacein line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and Redressal of complaints of sexual harassment at workplace.

Awareness programs were conducted. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment ofWomenat Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has setup Internal Complaint Committee to redress complaints on sexual harassment.

During the year under review, no complaints were received.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on 31st March, 2024.

INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained harmonious at all our offices and establishments.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, ONGC, Oil India Limited, Multinational Companies operating in India and Abroad for Oil and Gas Exploration and Drilling, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Engineers and Employees of the Company at all levels.