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Mr. Rakesh N. SapruNon - Executive &Independent Director(DIN: 02332414)B. Com. (Hons.), BBA and MBA Commenced his career as a banker in 1985 and worked with HSBC for over 10 yearsbefore joining GE Capital, where he was internally transferred to another GE JV Company,IGE India, as CEO Four years stint in the television and broadcasting sector with companies like GE (CNBC),SAB TV, Reliance Entertainment Was with EIH Limited (Oberoi Group of Hotels) as CEO for the Group’s travel related business,Mercury Travels Ltd., for over three years Spent 8 Years in Executive Search in Hong Kong and India with The Executive Access Grouplooking at Recruitment for Leadership Roles In the year 2014, Co- founded Executive Mantra Search Services Pvt. Limited, a firmfocused on Senior & Middle Management Recruitment, and is the Managing Partner of thefirm esponsible for leading key clients for Wunderman Thompson and WPP across APACR Specializes in building agency teams across geographies and capabilities including;strategy, creative, media data and technology Worked across a range of multi-national accounts like Unliever, P&G, J&J, KimberlyClark and Government accounts including Central Provident Fund (CPF), the Housing &Development Board (HDB), and Singapore Tourism Board, amongst others Has won multiple awards ranging from Cannes, Effies and has been listed as 40 under 40in Campaign Asia’s 2017 list. Gaurav also sits on the board of two public listed Companiesin India Believes in creating magic: “there are 3 ingredients of magic – creativity, capability andchemistry – if you have the 3 working together – you can unleash magic for your clients.” Mrs. Nita Dempo MirchandaniNon-Executive &Independent Director(DIN: 01103973)8Mr. Gaurav M. LalwaniNon-Executive &Independent Director(DIN: 06928792)F ounder of Kae Capital, an early stage Venture Capital Fund, where she is Director ofFinance & Legal Previously President of Indo Pacific Polyfibers Limited (IPPL), a Dempo Group Company,where she was part of the Promoter group. After IPPL, she worked as an Equity Analyst in JM Financial and HDFC Securities An Active Angel Investor in fast growing start-ups like InMobi, Innovcare, Squadrun andiGenetics Completed her M.Sc. (Econ) with specialisation in Analysis Design Management of anInformation System & B.Sc. (Econ) Accounting & Finance from the London School ofEconomics. and B.A. (Econ) from St Xaviers College of Arts, Mumbai

Mr. K. Digvijay SinghNon - Executive &Independent Director(DIN: 00004607) BA (Hons.) Economics from St Stephen’s College, Delhi University; Post Graduate Diploma(Business Management) from XLRI, Jamshedpur ver 40 years of operating and / or advisory experience in FMCG, Television Networks,ONewspapers, Sports Marketing, and Technology companies as held operating responsibilities for India and International markets (UK & Europe, USA,HAfrica, GCC, Asia, Australasia) as lived in and worked from postings in India, Nigeria, UK, and Singapore. Currently lives inHand operates from Singapore orked with Unilever India (sales & marketing); Afcott Nigeria; and Kanmoor Foods India,Wbefore transitioning to media & entertainment. orked in the media industry as Executive President of Zee TV (1992-1995), CEO of ZeeWTV International (1996-97), Group CEO Indian Express Newspapers (1998-2000), CEOInternet Company of India (2000-01), CEO Nimbus Sport (2002-2007) and CEO NimbusCommunications (2008-09) Project assignments with Enfold Inc. USA, T2 Diamond Singapore over 2013-2019 irector at Nimbus Sport (2009-2012); Advisory Board at Euromax (2007-2014); NonDExecutive Independent Director at Mercury Travels Ltd (2014-2018); Member of Board of Governors of Spirit of Enterprise, Singapore 2017-2019 S erved as an Independent Non-Executive Director on the Board of Thomas Cook India Ltd.(1999- 2006) and Ador Welding Ltd. (2009- till date)68th Annual Report 2020-219

Five Year 202016-172020-21Turnover (Rs. in 002016-172017-182018-192019-20Book Value Per share (BVPS) 80.002020-21Net Worth (Rs. in Lakhs)183.01182.002019-2024,607Market Capitalization (Rs. in Lakhs)184.002018-19Profit Before Tax (PBT) (Rs. in 82018-192019-20Earning Per Share (EPS) (Rs.)2020-21

Five Year FinancialHighlights(Standalone)PROFIT & LOSS ACCOUNTSales & Other IncomeManufacturing & Other ExpensesOperating Profit / EBITDADepreciationEBITInterestProfit before exceptional items and tax (PBT)Exceptional Items (Net)Profit before tax (PBT)TaxationProfit after Tax (PAT)Comprehensive Income/lossTotal Comprehensive income/ (loss)Dividend (incl. DDT)*Net of excise duty# Interim DividendFY 568)(369)(1,199)52(1,147)-FY 2,562(147)2,4151,066#FY 28241,2861,066(Amount Rs. in Lakhs)FY 2017-18FY ,774(7)31,2571,777818818BALANCE SHEETNet Fixed Assets (incl. CWIP and Investment in properties)InvestmentsCurrent AssetsCurrent LiabilitiesNet Current AssetsOther Non-Current AssetsCapital EmployedEquity Share CapitalReserves & SurplusNet WorthDeferred Tax LiabilitiesLong-term provisionsOther long term liabilitiesCapital EmployedFY 022,38323,74335914124,243FY 3,53024,89042338715225,852FY 3,24724,6078831723025,692FY 22,78124,1418062402225,209FY 022,34323,7037442033624,686RATIOSEBITDA Margin (%)Net Margin (%)Interest Cover (EBITDA / Gross Interest)ROCE (EBIT / Capital Employed) (%)Current Ratio (times)Debt Equity Ratio (times)Dividend Per Share (DPS) (Rs.)Earning Per Share (EPS) (Rs.)Book Value per share (Rs.)# Interim DividendFY 2020-216.12%-2.70%46.64%1.520.000.00-8.82174.58FY 2019-209.41%4.88%614.96%1.480.006.50#18.84183.01FY 2018-197.25%2.55%410.48%1.560.006.509.43180.93FY 2017-187.68%2.81%79.70%1.630.005.009.29177.51FY th Annual Report 2020-2111

ADOR WELDING LIMITEDADOR WELDING LIMITEDCREATING THE BEST WELDING EXPERIENCEEQUIPMENT,,SILENT CHALLENGER 302CWELDING CONSUMABLESGAS CUTTING PRODUCTS, PERSONAL PROTECTIVEEQUIPMENT (PPE) ACCESSORIESWELDING AUTOMATIONPRODUCTS & SYSTEM (WAPS)CNC CUTTINGCOLUMN & BOOM12CHAMP MULTI 600POSITIONERKING CUT EDGE68th Annual Report 2020-21

Statutory ReportDIRECTORS’ REPORTTo,The Members,The Directors take immense pleasure in presenting the Sixty Eighth (68th) Annual Report of the Company and theAudited Statements of Accounts for the financial year ended 31st March, 2021.1.0 CORPORATE OVERVIEWYour Company, Ador Welding Limited (AWL) wasincorporated in the year 1951 and has comea long way to become one of India’s leadingplayers in the welding industry. Your Company’sVision is “Creating the Best Welding Experience”.AWL has a huge spectrum of products offeringand aims to provide “Complete WeldingSolutions” to the “World of Manufacturing” forenhancing their operational efficiency”.Our presence is there across seventy (70) oddcountries and our corporate headquarter isbased in Mumbai.2.0 FINANCIAL PERFORMANCE(Rs. in Lakhs)Sr. Key Financial IndicatorsNo.For the yearended31st March,2021For the yearended31st March,2020StandaloneFor the yearended31st March,2021For the yearended31st March,2020Consolidated2.1 Sales & Other Income (Net of GST,Discount & Incentives)45,45953,46445,50753,5392.2 Profit before Interest, Depreciation,Tax & Other 7(1,406)3,053(369)445(368)4412.5 Profit / (Loss) after Tax (PAT)(1,199)2,562(1,038)2,6122.6 Total Comprehensive Income (Loss)(1,147)2,415(986)2,4652.3 Profit before Tax (PBT)2.4 Provision for Tax (Including DeferredTax)The Financial Year (FY) 2020-21 was quitechallenging and affected the performanceof the Company, due to worldwide spread ofCOVID-19. The financial performance of theCompany was also affected due to certainexceptional items, as a result of which, theCompany has incurred loss for the year.During FY 2020-21, the Company has madecertain provisions towards doubtful receivablesand diminution in the value of investmentin Ador Welding Academy Private Limited(AWAPL), which has been considered as“exceptional item” and has been disclosedseparately, in its financial statements, underNote-62 of the audited financial statements.3.0 DIVIDEND & RESERVES3.1 The Board of Directors, in view of thelosses incurred by the Company, hasnot recommended any Dividend for theFinancial Year (FY) 2020-21. Dividend (Interim)for the previous FY 2019-20 was declared@ 65% (i.e. @ Rs. 6.50 per Equity Share)*.3.2 The total amount of Dividend, to bedisbursed for FY 2020-21, is therefore Nil(Rs. 883.90 Lakhs)*68th Annual Report 2020-2113

4.0 SHARE CAPITALThe paid up Equity Share Capital of theCompany as at 31st March, 2021 stood atRs. 1,359.85 Lakhs. During the year under review,the Company has neither issued shares norconvertible securities, nor shares with differentialvoting rights, nor granted any stock options orsweat equity or warrants. As at 31st March, 2021,none of the Directors of the Company hold anyinstruments, which are convertible into EquityShares of the Company.5.0 FINANCE & ACCOUNTSDuring the year under review, the Rating AgencyCARE assigned “A ” (Single A Plus; Outlook:Stable) rating for the Company’s long termborrowings and maintained “A1 ” (A One Plus)rating for the Company’s short term borrowings.As mandated by the Ministry of CorporateAffairs (MCA), the financial statements for thefinancial year ended 31st March, 2021 havebeen prepared in accordance with the IndianAccounting Standards (Ind AS), notified underSection 133 of the Companies Act, 2013(hereinafter referred to as “the Act”), read withthe Companies (Accounts) Rules, 2014, asamended from time to time. The estimates andjudgements relating to the Financial Statementsare made on a prudent basis, so as to reflecta true & fair form & substance of transactionsand reasonably present the Company’s state ofaffairs, profits & cash flows for the financial yearended 31st March, 2021.The Notes to the Financial Statements adequatelycover the Standalone and Consolidated AuditedStatements and form an integral part of thisReport.6.0 RE-STATEMENT OF ACCOUNTS / FINANCIALSDuring the Financial year 2020-21, the Companywas made aware of certain liquidated damagesand project cost overrun, with respect to delayin the execution of an Engineering Procurementand Construction (EPC) project. The Managementwas of the view that the impact of this should berestated in the respective lines of the financialstatements/ information of the previous periods.Pursuant to the impact of aforesaid changes,the Company has restated the financialstatements / results for the comparative periods,14in accordance with the requirements of Ind-AS8 - ‘Accounting Policies, Changes in AccountingEstimates and Errors’. The Retained Earnings (otherequity) as at 01st April 2019, within the Statementof Changes in Equity, have also been restatedto adjust the impact of such adjustments,which relate to the prior periods. The impact ofaforesaid restatements has been appropriatelydisclosed in audited financial statements.7.0 OPERATIONSIn FY 2020-21, the total Sales & Other Incomedecreased by 15% compared to lastFY 2019-20. The year ended with Sales & OtherIncome of Rs. 45,459 Lakhs. (Rs. 53,464 Lakhs)*.The Company’s Net Sales and Other Incomeduring FY 2020-21 comprised the following:7.1 Welding Consumables at Rs. 35,220 Lakhs(Rs. 40,391 Lakhs)*7.2 Equipment and Welding Automation atRs. 7,049 Lakhs (Rs. 7,354 Lakhs)*7.3 Projects at Rs.2,459 Lakhs (Rs.4,811 Lakhs)*7.4 Other Income of Rs. 731 Lakhs mainlycomprised of forex gain, interest, rent &export incentives etc. (Rs. 908 Lakhs)*(*Figures in brackets indicate previous year)8.0 CAPEXThe Company incurred CAPEX of Rs. 555 Lakhsduring FY 2020-21. The Capital work-in-progressas at 31st March, 2021 was Rs.327 Lakhs. CAPEXplanned for FY 2021-22 is Rs.1,724 Lakhs, mainlyfor the natConsumables and Equipment Plants.Plant and Machinery for capacityexpansion of certain products, and also forimprovement of “productivity & in-processquality”.Replacement of Old Machineries.Upgradation of R&D Infrastructure.For conducting various modern testsand analysis, for enabling improvedperformance of the sation and Compliances.Replacement of Vehicles

Statutory Report9.0 PERFORMANCE OF THE SUBSIDIARY COMPANYThe Company does not have any materialsubsidiary. The Board of Directors of the Companyhas approved a Policy for determining materialsubsidiaries, which is in line with SEBI (LODR)Regulations 2015, as amended from time totime. The said Policy has been uploaded on theCompany’s website at the follwing weblink:https://www.ador welding.com/images/pdf/corporate .pdfAdor Welding Academy Private Limited (AWAPL)AWAPL, a Wholly Owned Subsidiary of theCompany, focuses on creating a pool of skilledwelding technicians and professionals to servea cross-section of industries in the infrastructuresector and also renders consulting services tocorporates on setting up / improving their weldingprocesses. At its well-equipped Pimpri (Pune)campus, AWAPL caters to informed, demandingand resource seeking customers, who are at thecutting edge of metallurgy and metal fabricationtechnology. AWAPL forms the backbone of theirquest for new generation products, weldingtechniques and correct welding procedures.In FY 2020-21, AWAPL registered a total revenueof Rs 61.95 Lakhs (Rs. 104.38 Lakhs)*, with a profit(before exceptional items & tax) of Rs. 20.37Lakhs (Profit before Tax of Rs. 45.48 Lakhs)*.During FY 2020-21, due to economic slowdown& several restrictions imposed owing to theNovel Coronavirus / COVID-19 pandemic, theCompany did not get expected number ofcandidates for training. This has resulted in lowersales than FY 2019-20. In spite of this, AWAPLcould make a substantial contribution to thetechnical upgradation of the human resourcebase in the welding industry. AWAPL, consideringthe lock-down situation, then catered toproviding vocational training online i.e. throughwebinars & other electronic mode and hassuccessfully undertaken & completed variouswelding initiatives / projects electronically.(*Figures in brackets indicate previous year)10.0 CONSOLIDATED FINANCIAL STATEMENTThe Consolidated financial statements relate toM/s. Ador Welding Ltd. (AWL) and its wholly ownedsubsidiary, M/s. Ador Welding Academy Pvt. Ltd.(AWAPL). The consolidated financial statementof the Company and its subsidiary for FY 2020-21are prepared in compliance with the applicableprovisions of the Act and as stipulated underRegulation 33 of SEBI (LODR) Regulations, 2015as well as in accordance with Section 136 ofthe Companies Act, 2013 as well as the IndianAccounting Standards (Ind AS) notified underthe Companies (Indian Accounting Standards)Rules, 2015, as amended from time to time.The standalone financial statements of AWAPLare posted onto the website of the Company,which can be viewed at the following web -Financial-Statements-for-FY-2020-21.pdfand hence, the same are not annexed to this68th Annual Report.The Annual Accounts and other relatedinformation of the said Subsidiary Companywill also be made available to the shareholdersof the Holding Company (AWL). The AnnualAccounts of the Subsidiary Company are alsoavailable for e-inspection to the shareholders ofAWL and your Company shall furnish a physicalcopy of annual accounts of subsidiary to anyshareholder of the Company, on request.Pursuant to Section 129(3) of the Act read withRule 5 of the Companies (Accounts) Rules,2014, a statement containing salient featuresof the financial statements of the Subsidiaries /Associate Companies / Joint Ventures is given inForm AOC-1, which forms an integral part of thisReport.11.0 RISK MANAGEMENTThe Company has formulated an EnterpriseRisk Management (ERM) framework tomanage various financial & non-financial risks,operational & non – operational risks, amongstother risks. The Board takes responsibility of theoverall process of risk management throughoutthe organization.The ERM Policy of the Company helps tocontinuously assess & monitor the risks assumedby the Company. The processes are in placefor identifying, evaluating and managing therisks. Based on the ERM Policy, the Board herebystates that there are no elements of risks, whichthreaten the existence of the Company.68th Annual Report 2020-2115

12.0 RELATED PARTY TRANSACTIONSThe Policy on Related Party Transactions (RPTs)is approved by the Board of Directors and thesame is uploaded on the Company’s website,which can be viewed at the following web ate policies/RPT policy.pdfDuring FY 2020-21, the Company entered intocertain Related Party Transactions, in the ordinarycourse of business and on arm’s length basis,with prior approval of the Audit Committee.There were no material related party transactions(RPTs) undertaken by the Company during theyear under review, that required shareholders’approval under Regulation 23(4) of SEBI(LODR) Regulations, 2015 or Section 188 of theCompanies Act, 2013. The Audit Committeegrants omnibus approval for entering into certaintransactions with the related parties, whichare foreseen & repetitive in nature. A detailedsummary of the Related Party Transactions vis-àvis the omnibus approval is placed before theAudit Committee for its review on a quarterlybasis.All

Phiroze Jeejeebhoy Towers, Exchange Plaza, C - 1, Block G, 01* Floor, Dalal Street, Bandra-Kurla Complex, Fort, Bandra (East), Mumbai - 400 023. Mumbai - 400 051. Company Scrip Code: 517041 Company Scrip Code: ADORWELD Dear Sir / Madam, Sub: 68" Annual Report of Ador Welding Limited for FY 2020-21