The evolution of microstructure and texture was investigated in a severely warm-rolled ultrafine pearlitic steel. The steel was 95% warm-rolled at 600°C and annealed at 700°C for different time intervals. The spheroidisation of cementite initiated after 30% reduction and completed beyond 70% reduction. The 95% warm-rolled steel showed elongated as well as ultrafine equiaxed ferrite grains. Texture inhomogeneities were evidenced by the presence of Goss component ({011} <100>) on the surface originating due to surface shear and diffuse texture at the interior. Formation of equiaxed microstructure after annealing through continuous recrystallisation resulted in the retention of the surface Goss component. However, the Goss component was destroyed beyond annealing for 180 minutes due to the abnormal growth of other grains. © 2019, © 2019 Institute of Materials, Minerals and Mining.