Riddhi Steel and Tube Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Director’s are pleased to present the 24^th Annual Report of the Company covering the operating
and financial performance together with the Audited Financial Statements and the Auditors’ Report
thereon for the Financial Year ended on March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Company’s financial performance for the year ended March 31, 2025 is summarised below:

(Rs. in Lakhs)

Financial Results	2024-25	2023-24
Revenue from Operations	39,113.34	32,757.39
Other Income	280.90	260.52
Total Income	39,394.24	33,017.91
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	2,472	2,131.87
Less: Depreciation/ Amortization	301.78	332.09
Profit /loss before Finance Costs, Exceptional items and Tax Expense	2,170.22	1,799.78
Less: Finance Costs	1,150.23	1,145.02
Profit /loss before Exceptional items and Tax Expense	1,019.99	654.76
Add/(less): Exceptional items	0	0
Profit / (Loss) before Tax Expense Less: Tax Expense	1,019.99	654.76
(a) Current tax	0	0
(b) Prior period tax	4.00	9.83
(c) Deferred tax	257.34	165.20
Profit / (Loss) for the year	758.65	479.73

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and
keeping in view the company’s dividend distribution policy, has decided it would be prudent, not to
recommend any Dividend for the year ended on 31^st March, 2025 and the entire surplus be ploughed
back to the business to meet the needs for additional finance for capital expenditure.

TRANSFER TO RESERVES

During the year under review, Company has not transferred any amount to reserves.

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of Rs. 39,394.24/- (in Lakhs) as against
Rs. 33,017.91/- (in Lakhs) in the previous year. The company has made Profit before Depreciation,
Finance, Costs, Exceptional items and Tax Expense of Rs. 2,472/- (in Lakhs) against profit of Rs.
2,131.87/- (in Lakhs) in the previous year in the financial statement.

Your Company made net profit of Rs. 758.65/- (in Lakhs) as against net profit of Rs. 479.73/- (in
Lakhs) in the previous year in the financial statement.

CAPITAL STRUCTURE

Authorised Share Capital:

The Authorized Share Capital of your Company as on March 31, 2025 stood at Rs. 8,50,00,000/-
(Rupees Eight Crore Fifty Lakhs Only) divided into 85,00,000 (Eighty Five Lakh) equity shares of the
face value of Rs. 10/- (Rupees Ten Only) each.

Paid Up Share Capital:

During the year under review, the company has not allotted any shares. The issued capital as on March
31, 2025 stood at Rs. 8,29,02,520/- (Rupees Eight Crore Twenty Nine Lakh Two Thousand Five
Hundred and Twenty Only) divided into 82,90,252 (Eighty Two Lakh Ninety Thousand Two Hundred
and Fifty Two) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company
between the end of the financial year and the date of this Directors’ Report.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, there is no alteration made in Memorandum of Association (MOA) of
the Company.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review, there is no alteration made in Article of Association (AOA) of the
Company.

LISTING FEES WITH STOCK EXCHANGE

The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are
listed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF
established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect
of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or
more shall also be transferred to the demat account created by the IEPF Authority.

During the year under review, the Company does not have any unpaid or unclaimed dividend or shares
relating thereto which is required to be transferred to the IEPF as on the date of this Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the
public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

The Company does not have any Holding, Subsidiary, Joint venture or Associate Company as on
March 31, 2025. During the Financial Year under review, there are no companies which has become
or ceased to be Subsidiary, Joint Venture/ Associate Companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment/ Re-Appointment:

During the year under review, the company has not appointed any new director on its board.

However, the Company has on the recommendation of the NRC appointed Ms. Ishmeet Kaur
Gurmeetsingh Kheda (DIN: 10377891), Mr. Vikas Vijay Meena (DIN: 11030237) and Mr.
Bhavinkumar Rajeshkumar Magnani (DIN: 10470302) as an Additional Non-Executive (Independent)
Director of the Company with effect from 06^th May, 2025.

Retire by Rotation:

Mr. Rajeshkumar Ramkumar Mittal (DIN: 00878934), Managing Director, is liable to retire by rotation
at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if
any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force), and being eligible have offered himself for re-appointment.

Your Directors recommended his re-appointment on recommendation made by the Nomination and
Remuneration Committee. The brief resume of the Director and other related information has been
detailed in the Notice convening the ensuing AGM of the Company.

Cessation:

During the year under review, there is no cessation of director from the Board.

However, Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) resigned from the position of Non¬
Executive (Independent) Director of the company with effect from 30^th June, 2025. Further, Mr.
Kirankumar Mushaddilal Agarwal (DIN: 08105221) and Mr. Saurin Shailesh Shah (DIN: 07438637)
tendered their resignation from the position of the Non-Executive (Independent) Director of the
company with effect from 06^th August, 2025.

Independent Directors:

The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and
Regulation 17 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015:

• Mr. Balveermal Kewalmal Singhvi (Resigned from the Board with effect from 30^th June, 2025)

• Mr. Kirankumar Mushaddilal Agarwal (Resigned from the Board with effect from 06^th August,
2025)

• Mr. Saurin Shailesh Shah (Resigned from the Board with effect from 06^th August, 2025)

• Ms. Ishmeet Kaur Gurmeetsingh Kheda (Appointed on the Board with effect from 06^th May,
2025)

• Mr. Vikas Vijay Meena (Appointed on the Board with effect from 06^th May, 2025)

• Mr. Bhavinkumar Rajeshkumar Magnani (Appointed on the Board with effect from 06^th May,
2025)

Key Managerial Personnel:

Name of Director	Designation
Rajeshkumar Ramkumar Mittal Preeti Rajeshkumar Mittal Gaurav Ramesh Khandelwal	Managing Director Chief Financial Officer Company Secretary & Compliance Officer

DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from
each of its Non-Executive and Independent Directors to the effect that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. These declarations
have been placed before and noted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their
knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the financial year ended on March 31, 2025, the
applicable accounting standards had 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 March 31, 2025 and of the
profit of the Company for that period;

c) They 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 to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

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

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR
MEETINGS

The Board of Directors along with its Committees provide leadership and guidance to the Management
and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The
Board of RSTL comprises of Executive and Non-Executive Directors. Independent Directors are
eminent persons with proven record in diverse areas like business, accounting, marketing, technology,
finance, economics, administration, etc. The composition of Board of Directors represents optimal mix
of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity.
The Board of Directors as on March 31, 2025, comprised of 5 Directors, out of which 1 was Executive
Director (“ED”) (MD), 1 was Executive Directors (“EDs”) and 3 were Non-Executive Directors
(“NEDs”) Independent Directors (“IDs”). Detailed profile of our Directors is available on our website
at www.riddhitubes.com.

Composition of Board:

Sr. No.	Name of Director	Category	Designation
1.	Rajeshkumar Ramkumar Mittal	Executive Director	Managing Director
2.	Preeti Rajeshkumar Mittal	Executive Director	Director
3.	Balveermal Kewalmal Singhvi*	Non-Executive Director	Independent Director
4.	Kirankumar Mushaddilal Agarwal**	Non-Executive Director	Independent Director
5.	Saurin Shailesh Shah**	Non-Executive Director	Independent Director

6.	Ishmeet Kaur Kheda***	Gurmeetsingh	Non-Executive Director	Independent Director
7.	Vikas Vijay Meena***		Non-Executive Director	Independent Director
8.	Bhavinkumar Magnani***	Rajeshkumar	Non-Executive Director	Independent Director

*Mr. Balveermal Kewalmal Singhvi (DIN: 05321014), Independent Director (Non-Executive)
resigned from the Board with effect from 30^th June, 2025. and the Company has appointed Mr.
Manthan Ashokkumar Joshi (DIN: 10598984) as an Additional Independent Director (Non¬
Executive) on its Board with effect from 18th July, 2024.

** Mr. Kirankumar Mushaddilal Agarwal (DIN: 08105221) and Mr. Saurin Shailesh Shah (DIN:
07438637) resigned from the Board with effect from 06^th August, 2025.

*** Ms. Ishmeet Kaur Gurmeetsingh Kheda (DIN: 10377891), Mr. Vikas Vijay Meena (DIN:
11030237) and Mr. Bhavinkumar Rajeshkumar Magnani (DIN: 10470302) has been appointed as
an Additional Non-Executive (Independent) Director on the Board with effect from 06^th May, 2025.

Board Meetings:

The Board of Directors duly met 09 times at regular intervals during the mentioned financial year and
in respect of which proper notices were given and the proceedings were properly recorded and signed
in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was
within the period prescribed under the Companies Act, 2013 and Listing Regulations. The dates on
which meetings were held are as follows:

Date of	Name of the Directors
Meeting	Rajeshkumar	Preeti	Balveermal	Kirankumar	Saurin
	Ramkumar	Rajeshkumar	Kewalmal	Mushaddilal	Shailesh
	Mittal	Mittal	Singhvi	Agarwal	Shah
01-04-2024	Yes	Yes	Yes	Yes	Yes
06-06-2024	Yes	Yes	Yes	Yes	Yes
20-06-2024	Yes	Yes	Yes	Yes	Yes
30-08-2024	Yes	Yes	Yes	Yes	Yes
03-09-2024	Yes	Yes	Yes	Yes	Yes
04-09-2024	Yes	Yes	Yes	Yes	Yes
24-09-2024	Yes	Yes	Yes	Yes	Yes
07-11-2024	Yes	Yes	Yes	Yes	Yes
26-02-2025	Yes	Yes	Yes	Yes	Yes
No of Board Meeting attended	09/09	09/09	09/09	09/09	09/09

During the year under review, no Extra-Ordinary General Meeting was held.

Independent Directors Meetings: -upcin uh.-¦ : i--itf-r-

In terms of the provisions of the Schedule IV of the Companies Act, 2013, the Independent Directors
of the Company shall meet at least once in a year, without the presence of Executive Directors and
members of Management. During the financial year, the Meetings of Independent Directors was held
in following manner:

Date of		Name of the Directors
Meeting	Balveermal Kewalmal Singhvi	Kirankumar Mushaddilal Agarwal	Saurin Shailesh Shah
26/02/2025	Yes	Yes	Yes
Number of Independent Directors attended	01/01	01/01	01/01
during the year

AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in compliance with the requirements of
Section 177 of the Companies Act, 2013. The board of directors has entrusted the Audit Committee
with the responsibility to supervise these processes and ensure accurate and timely disclosures that
maintain the transparency, integrity and quality of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The internal auditor reports
functionally to the Audit Committee. The Chief Financial Officer of the Company also attends the
meetings as invitee.

Composition of Audit Committee:

(i) The Composition of Stakeholders’ Relationship Committee Meeting as on 31^st March, 2025 are
given below:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Saurin Shailesh Shah	Chairperson	Non-Executive Independent Director
2.	Mr. Kirankumar Mushaddilal Agarwal	Member	Non-Executive Independent Director
3.	Mrs. Preeti Rajeshkumar Mittal	Member	Director

(ii) The Composition of Audit Committee Meeting has been changed in the Board Meeting held on
06^th August, 2025 as a result of completion of resignation of Mr. Saurin Shailesh Shah and Mr.
Kirankumar Mushaddilal Agarwal with effect from 06^th August, 2025 are given below:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Bhavinkumar Rajeshkumar Magnani	Chairperson	Non-Executive Independent Director
2.	Mr. Vikas Vijay Meena	Member	Non-Executive Independent Director
3.	Mrs. Preeti Rajeshkumar Mittal	Member	Director

Audit Committee Meeting:

In terms of the provisions of Section 177 of the Companies Act, 2013 and SS-1, the Audit Committee
of the Company shall meet as often as required and in respect of which proper notices were given and
the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
During the financial year, the Meetings of Audit committee was held in following manner:

Date of	Name of the Directors
Meeting	Saurin Shailesh Shah	Kirankumar Mushaddilal Agarwal	Preeti Rajeshkumar Mittal
01-04-2024	Yes	Yes	Yes
06-06-2024	Yes	Yes	Yes
30-08-2024	Yes	Yes	Yes
03-09-2024	Yes	Yes	Yes
04-09-2024	Yes	Yes	Yes
07-11-2024	Yes	Yes	Yes
26-02-2025	Yes	Yes	Yes
Number of Audit	07/07	07/07	07/07
Committee Meetings
attended during the year

Financial Reporting and Related Processes:

• Oversight of the Company‘s financial reporting process and financial information submitted
to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, Audited Annual Financial Statements and Auditor’s
Report thereon before submission to the Board for approval. This would, inter alia, include
reviewing changes in the accounting policies and reasons for the same, major accounting
estimates based on exercise of judgment by the Management, significant adjustments made
in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors
in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the
Company‘s accounting principles with reference to the Accounting Standard (AS).

All the Members of the Audit Committee have the requisite qualification for appointment on the
Committee and possess sound knowledge of finance, accounting practices and internal controls.

The board of directors has accepted all recommendations of the Audit Committee during the year.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The
Nomination and Remuneration Committee has been constituted by the Board in compliance with the
requirements of Section 178 of the Companies Act, 2013. The board of directors has entrusted the
Nomination and Remuneration Committee with the responsibility to formulation of the criteria for
determining qualifications, positive attributes and independence of a director and recommend to the
board of directors a policy relating to the remuneration of the directors, key managerial personnel.

Composition of Nomination and Remuneration Committee:

(i) The Composition of Nomination and Remuneration Committee Meeting as on 31^st March, 2025 are
given below:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Saurin Shailesh Shah	Chairperson	Non-Executive Independent Director
2.	Mr. Kirankumar Mushaddilal Agarwal	Member	Non-Executive Independent Director
3.	Mrs. Preeti Rajeshkumar Mittal	Member	Director

(ii) The Composition of Nomination and Remuneration Committee Meeting has been changed in the
Board Meeting held on 06^th August, 2025 as a result of completion of resignation of Mr. Saurin
Shailesh Shah and Mr. Kirankumar Mushaddilal Agarwal with effect from 06^th August, 2025 are given
below:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Bhavinkumar Rajeshkumar Magnani	Chairperson	Non-Executive Independent Director
2.	Mr. Vikas Vijay Meena	Member	Non-Executive Independent Director

3.	Ms. Ishmeet Kaur Gurmeetsingh	Member	Non-Executive Independent
	Kheda		Director

Nomination and Remuneration Committee Meeting:

In terms of the provisions of Section 178 of the Companies Act, 2013 and SS-1, the Nomination and
Remuneration Committee of the Company shall meet as often as required and in respect of which
proper notices were given and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose. During the financial year, the Meetings of Nomination and Remuneration
Committee was held in following manner:

Date of	Name of the Directors
Meeting	Saurin Shailesh Shah	Kirankumar Mushaddilal Agarwal	Preeti Rajeshkumar Mittal
30-08-2024	Yes	Yes	Yes
03-09-2024	Yes	Yes	Yes
04-09-2024	Yes	Yes	Yes
24-09-2024	Yes	Yes	Yes
26-02-2025	Yes	Yes	Yes
Number of NRC Meetings attended during the year	05/05	05/05	05/05

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors
based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other
Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors,
Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based
on certain criteria as approved by the Board.

STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee ("SRC") considers and resolves the grievances of our
shareholders, including complaints relating to non-receipt of annual report, transfer and transmission
of securities, non-receipt of dividends/interests and such other grievances as may be raised by the
security holders from time to time.

Composition of Stakeholders’ Relationship Committee:

(i) The Composition of Stakeholders’ Relationship Committee Meeting as on 31^st March, 2025 are
given below:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Saurin Shailesh Shah	Chairperson	Non-Executive Independent Director
2.	Mr. Kirankumar Mushaddilal Agarwal	Member	Non-Executive Independent Director
3.	Mrs. Preeti Rajeshkumar Mittal	Member	Director

(ii) The Composition of Stakeholders’ Relationship Committee Meeting has been changed in the Board
Meeting held on 06^th August, 2025 as a result of completion of resignation of Mr. Saurin Shailesh Shah
and Mr. Kirankumar Mushaddilal Agarwal with effect from 06^th August, 2025 are given below:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Vikas Vijay Meena	Chairperson	Non-Executive Independent Director
2.	Mrs. Preeti Rajeshkumar Mittal	Member	Director
3.	Ms. Ishmeet Kaur Gurmeetsingh Kheda	Member	Non-Executive Independent Director

Stakeholders’ Relationship Committee Meeting:

In terms of the provisions of Section 178 of the Companies Act, 2013 and SS-1, the Stakeholders’
Relationship Committee of the Company shall meet as often as required and in respect of which proper
notices were given and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose. During the financial year, the Meetings of Stakeholders’ Relationship
Committee was held in following manner:

Date of	Name of the Directors
Meeting	Saurin Shailesh Shah	Kirankumar Mushaddilal Agarwal	Preeti Rajeshkumar Mittal
19-04-2024	Yes	Yes	Yes
20-07-2024	Yes	Yes	Yes
21-10-2024	Yes	Yes	Yes
17-01-2025	Yes	Yes	Yes

Number of SRC Meetings attended during the year

04/04

04/04

04/04

The terms of reference of the Committee are:

• Transfer/transmission of shares/debentures and such other securities as may be issued by the
Company from time to time;

• Issue of duplicate share certificates for shares/debentures and other securities reported lost,
defaced or destroyed, as per the laid down procedure;

• Issue new certificates against subdivision of shares, renewal, split or consolidation of share
certificates / certificates relating to other securities;

• To approve and monitor dematerialization of shares / debentures / other securities and all
matters incidental or related thereto;

• To authorize the Company Secretary and Head Compliance / other Officers of the Share
Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt
of declared dividend / interest, change of address for correspondence etc. and to monitor action
taken;

• Monitoring expeditious redressal of investors / stakeholders grievances;

• All other matters incidental or related to shares, debenture.

During the year, the Company has given disclosure for Investor Complaints of last four quarters on
Stock Exchange and no complaints were received from shareholders. There are no balance complaints.
The Company had no share transfers pending as on March 31, 2024.

Mr. Gaurav Ramesh Khandelwal, Company Secretary of the Company is the Compliance Officer.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the
Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed Nomination and
Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out
criteria for the remuneration of Directors, Key Managerial Personal (‘KMP’) and other employees so
as to attract, retain and reward talent who will contribute to our long-term success and thereby build
value for the shareholders. The Committee reviews and recommend to the Board of Directors about
remuneration for Directors, Key Managerial Personnel and other. The Company does not pay any
remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the
Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors
is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re¬
appointment and remuneration of Directors, Key Managerial.

CODE OF CONDUCT

For Board of Directors and Senior Management Group, the Board of Directors of the Company has
laid down a code of conduct for all the Board Members and Senior Management Group of the
Company. The main object of the Code is to set a benchmark for the Company’s commitment to values
and ethical business conduct and practices. Its purpose is to conduct the business of the Company in
accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations.
Further, the Code provides for the highest standard of professional integrity while discharging the
duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmed compliance
with the code of conduct for the financial year ended on March 31, 2025. A declaration signed by the
Chairman & Managing Director to this effect is attached as a part of this Annual Report.

FOR PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came
into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities
and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and
adopted

• Code of Practices for Prevention of Insider Trading and

• Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair
Disclosure”) of the Company.

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for
Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and
disclosures to be made while dealing with the shares of the Company and cautioning them on the
consequence of non-compliances. The Company Secretary has been appointed as a Compliance
Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate,
monitor and report trading by insiders is also available on the website of the Company
www.riddhitubes.com.

VIGIL MECHANISM

The Company has established a Vigil Mechanism/ Whistle-blower policy in accordance with the
provisions of the Companies Act, 2013 and the Listing Regulations. The Company is committed to

principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle¬
blower Policy provides for adequate safeguards against victimization of director(s) / employee(s) who
avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee
to report actual or suspected unethical behavior, fraud or violation of the Company’s Code of Conduct/
ethics/ principles and matters specified in the Policy.

The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no
personnel has been denied access to the Audit Committee. The Compliance officer and Audit
Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is
presented an update on the whistleblower policy. Whistle Blower policy is available on the website of
the Company at www.riddhitubes.com. The Policy ensures complete protection to the whistle-blower
and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and
all others who report any concern under this Policy.

During the year under review, the Company did not receive any complaint of any fraud, misfeasance
etc. The Company’s Whistle Blower Policy (Vigil Mechanism) has also been amended to make
employees aware of the existence of policies and procedures for inquiry in case of leakage of
Unpublished Price Sensitive Information to enable them to report on leakages, if any of such
information.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board,
in consultation with its Nomination and Remuneration Committee, has formulated a framework
containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its
Committees and individual directors, including Independent Directors. The Board evaluated the
effectiveness of its functioning, that of the Committees and of individual Directors.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Committee reviewed the performance of the individual directors
and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between the
Board and the Management, and the openness of the Management in sharing strategic information to
enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors. The exercise of performance evaluation was carried out
through a structured evaluation process covering various aspects of the Board functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties
& obligations, contribution at the meetings and otherwise, independent judgment, governance issues
etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback
from directors.

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties,

• Role and functions

2. For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes
corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization
which is periodically reviewed to ensure smooth operation and effective management control. The
Audit Committee also reviews the adequacy of the risk management framework of the Company, the
key risks associated with the business and measure and steps in place to minimize the same.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (“POSH Act”) and Rules made there under, the Company has formed Internal
Complaints Committee for various work places to address complaints pertaining to sexual harassment
in accordance with the POSH Act. The composition of Internal Complaints Committee is as follows:

Sr. No.	Name of the Member	Designation
1.	Mrs. Preeti Rajeshkumar Mittal	Director
2.	Mr. Shivshankar Agarwal	Marketing Manager
3.	Mrs. Honey Raval	Junior
4.	Mr. Pranav Mewada	HR Head

During the year under review:

Sr. No.	Particulars	Number of Complaints
1.	Number of complaints of sexual harassment received in the	NIL
	year
2.	Number of complaints disposed off during the year	NIL
3.	Number of cases pending for more than ninety days	NIL

MATERNITY BENEFIT ACT 1961:

The Company has complied with all the provisions of the Maternity Benefit Act, 1961.

STATUTORY AUDITORS:

In the 23^rd Annual General Meeting (AGM) held on 30^th September, 2024 M/s. Ashok Rajpara and
Co., Chartered Accountants (ICAI Firm No. 153195W) were appointed as Statutory Auditors of the
Company to hold office for a term of 5 (five) consecutive years until the conclusion of the Annual
General Meeting of the Company in the year 2029. The Company has received letter from M/s. Ashok
Rajpara and Co., Chartered Accountants, to the effect that their appointments, if made would be within
the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for
such appointment within the meaning of Section 141 of the Companies Act, 2013.

The Auditors’ Report for the financial year ended on March 31, 2025 have been provided in “Financial
Statements” forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or
disclaimer. The observations made in the Auditor’s Report are self-explanatory and therefore do not
call for any further comments.

INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013, M/s. C. P. Shah & Associates (FRN: 031239)
has been appointed on 27^th May, 2025 as the internal auditor of the company for the Financial Year
2024-25 and continues until resolved further. Internal Auditor is appointed by the Board of Directors
of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal
Auditor reports their findings on the Internal Audit of the Company to the Audit Committee on a half
yearly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has
appointed M/s. G R Shah & Associates, Practicing Company Secretaries as Secretarial Auditor of the
Company for the financial year ended on March 31, 2025. The Secretarial Audit Report in Form MR-
3 for the financial year ended on March 31, 2025 is attached as Annexure II to the Directors’ Report
and forming part of this Annual Report.

The report of the Secretarial Auditor have not made any adverse remarks in their Audit Report except:

a) The Company has delayed the filing of Resignation of CS to the stock exchange..

Reply: The delay occurred due to inadvertent oversight in internal communication and
procedural coordination. The Company has since streamlined its internal reporting mechanism
to ensure that such disclosures are made promptly within the prescribed timelines.

b) The Company did not provide prior intimation of the Board Meeting held on 06th June, 2024,
wherein the financial statements for the financial year ended 31st March, 2024 were approved.

Reply: The Company regrets the lapse in providing prior intimation of the Board Meeting. The
omission was unintentional. The Company has reinforced its compliance calendar and
strengthened monitoring to ensure that all statutory intimations are made within the required
timelines.

c) The Company submitted its audited financial statements for the financial year ended 31st
March, 2024 on 08th June, 2024. The aforesaid submission being made beyond the prescribed
time limit constitutes a delay in compliance with the provisions of the Regulation 33(3)(d) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply: The delay was primarily attributable to procedural challenges in finalization and review
of financial results. The management acknowledges the delay and has taken corrective
measures by strengthening internal timelines, coordination with auditors, and compliance
monitoring so that submissions are made within due dates going forward.

d) The outcome of the meeting of the Board of Directors held on 06th June, 2024, wherein the
audited financial statements for the year ended 31st March, 2024 were approved, was not
disclosed to the Stock Exchange(s) within the stipulated timeline as prescribed under
Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, read with Part A of Schedule III thereto, listed entities are required to disclose the
outcome of Board Meetings to the Stock Exchange(s) within 30 minutes from the conclusion
of such meeting.

Reply: The delay was unintentional and occurred due to technical and administrative reasons.
The Company has since implemented a compliance checklist for Board Meetings, including
immediate disclosure requirements, to avoid recurrence.

e) It has been observed that the Summary of Proceedings of the Annual General Meeting (AGM)
held on 30th September, 2024 was submitted to the Stock Exchange(s) on 11th October, 2024.
In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, read with Part A of Schedule III thereto, the proceedings of the General
Meeting are required to be disclosed to the Stock Exchange(s) within 12 hours of the conclusion
of the meeting.

Reply: The delay in submission of the AGM proceedings was due to inadvertent oversight.
The Company has sensitized its compliance team and introduced additional monitoring
controls to ensure timely filing of AGM proceedings in the future.

f) Mr. Rajeshkumar Ramkumar Mittal, promoter of the Company purchased shares of the
Company on 02nd April, 2024, despite the trading window being closed for all designated
persons/insiders with effect from 01st April, 2024, in terms of the Company’s Code of Conduct
for Prevention of Insider Trading framed under the SEBI (Prohibition of Insider Trading)
Regulations, 2015.

Reply: The said transaction was carried out by the Promoter without prior knowledge of the
trading window closure. The matter has been discussed with the Promoter, who has been
advised to strictly adhere to the Company’s Code of Conduct for Prevention of Insider Trading.
The Company has also strengthened its communication to all designated persons regarding
trading window restrictions.

g) It has been observed that Mr. Rajeshkumar Ramkumar Mittal, Promoter of the Company,
purchased 3,000 equity shares of the Company on 03rd January, 2025. However, the disclosure
in respect of the said acquisition under Regulation 29(2) of the SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 was made to the Stock Exchange(s) only on 10th
January, 2025.

Reply: The delay was inadvertent and not deliberate. The Promoter has been apprised of the
importance of timely disclosures under SEBI (SAST) Regulations. The Company has also put
in place stronger mechanisms to monitor and facilitate timely disclosures by promoters.

h) It has been observed that the casual vacancy caused due to the resignation of Ms. Hemangi
Akshaykumar Vasoya, Company Secretary and Compliance Officer, on 20th March, 2024 was
not filled within the prescribed time limit of six months. The Company appointed Mr. Gaurav
Ramesh Khandelwal as Company Secretary and Compliance Officer only on 24th September,
2024.

Reply: The delay was due to challenges in identifying and appointing a suitable candidate
within the stipulated time frame. The Company has since appointed a qualified Company
Secretary and Compliance Officer on 24th September, 2024. Going forward, the Company will
take proactive measures to ensure timely appointment of KMPs as per the statutory
requirements.

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board under section

143(12) of the Companies Act, 2013.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with Secretarial standards and its
provisions and is in compliance with the same.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-
7 for the financial year 2024-25 will be available on the website of the Company
(www.riddhitubes.com). The due date for filing annual return for the financial year 2024-25 is within
a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file
the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall
be made available on the website of the Company (www.riddhitubes.com) as is required in terms of
Section 92(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

Your Company has been complying with the principals of good Corporate Governance over the years
and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI
(LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in
regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V shall
not apply to the listed entity which has listed its specified securities on the SME Exchange.

Therefore, the Corporate Governance Report is not applicable on the Company and therefore not
provided by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with
Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as
Annexure I.

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as
required under Section 135 of the Companies Act, 2013, hence Company has not taken any initiative
on Corporate Social Responsibility.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

The Company has not advanced any loan, made any investment and provided security or guarantee
under Section 186 of the Companies Act, 2013 during the year under review.

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at the
beginning of the year were Rs. 1,042.44/- (in Lakhs) and at the close of year was Rs. 1,054.35/- (in
Lakhs).

The Funds has been given out of Directors own Funds and is not being given out of funds acquired by
borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All Related Party Transactions that were entered during the financial year ended on 31^st March, 2025
were on an arm’s length basis and in the ordinary course of business and is in compliance with the
applicable provisions of the Act. There were no Related Party Transactions made by the Company
during the year that required shareholders’ approval.

The Company has entered into related party transactions which fall under the scope of Section 188(1)
of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h)
of the Act in Form AOC 2 are given in Annexure III of this Director Report for the F.Y 2024-25.

Details of other related party transactions have been included in Note 21.5 of Significant Account
Policies to the audited financial statements. The Policy on the Related Party Transactions is available
on the Company’s website at www.riddhitubes.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down the set of standards, processes and structure which enables to implement
internal financial control across the Organization and ensure that the same are adequate and operating
effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor
reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with the operating systems, accounting procedures and policies of the
Company. Based on the report of Internal Auditor, the Company undertake the corrective action in
their respective areas and thereby strengthen the Control. Significant audit observation and corrective
actions thereon are presented to the Audit Committee of the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the
Company and percentage increase in remuneration of each Director, Chief Executive Officer,
Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median	% increase in remuneration
	remuneration	in the financial year
	Executive Director
Rajeshkumar Ramkumar Mittal	10.41	160.18
Preeti Rajeshkumar Mittal	10.44	184.75
	Chief Financial Officer
Preeti Rajeshkumar Mittal	10.44	184.75
	Company Secretary
Gaurav Ramesh Khandelwal	1.02	-

2. The percentage increase in the median remuneration of employees in the financial year: (60%)

3. The number of permanent employees on the rolls of Company: 68

4. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salary of employees other than the managerial personnel
in the last financial year is 11.25%. Managerial remuneration increased by 172.47% due to
their individual performance, internal parity and market competitiveness.

5. Affirmation that the remuneration is as per the remuneration policy of the Company: The
Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement containing names of top ten employees in terms of remuneration drawn and the
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, is not
applicable to the Company.

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

As required by the provisions of Section 134(3)(m) of the Companies Act,2013, read with Rule 8 of
the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy,
Technology Absorption, Foreign exchange earnings is attached with Annexure IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
COURTS/REGULATORS

During the year under review, there were no significant and/or material orders passed by any Court or
Regulator or Tribunal, which may impact the going concern status or the Company’s operations in
future.

INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report is to be
given only by top 500 listed companies based on market capitalization, therefore the same is not
applicable to the Company as on March 31, 2023.

MAINENTANCE OF COST RECORD

In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records.
Cost records are made and maintained by the Company as required under Section 148(1) of the Act.

DEMATERIALISATION

The Demat activation number allotted to the Company is ISIN INE367U01013. The company is
holding its shares in dematerialized form only.

INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year.

ACKNOWLEDGMENTS

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels
who have contributed to the growth and success of the Company. We also thank all our clients,
vendors, investors, bankers and other business associates for their continued support and
encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry,
Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other
Government Agencies for their support during the year and look forward to their continued support in
future.

PLACE: AHMEDABAD By Order of the Board

DATE: 05.09.2025 For, RIDDHI STEEL AND TUBE LIMITED

Sd/- Sd/-

Rajeshkumar R Mittal Preeti Rajeshkumar Mittal
Managing Director Director & CFO

DIN: 00878934 DIN: 01594555

---

Mar 31, 2024

1. COMPANY SPECIFIC INFORMATION:1.1 FINANCIAL RESULTS:

The Board of Directors hereby submits the report of the business and operations of your company along with the audited financial statements, for the financial year ended March 31,2024.

		Rs. (In Lakhs)
Particulars Revenue from Operations	2023-2024 32757.39	2022-2023 30266.54
Other Income	260.52	242.99
Profit / (Loss) Before Depreciation, Finance costs,	2131.87	1 958.75
Exceptional items and tax expenses
Less: Finance Costs	1 145.02	1 1 60.08
Profit / (Loss) Before Depreciation, Exceptional items and tax expenses	986.85	798.68
Less: Depreciation	332.09	317.99
Profit/loss before Exceptional items and Tax Expense	654.76	480.68
Exceptional items	-	-
Profit/ loss before Tax Expense	654.76	480.68
Less: Current Tax	165.20	121.26
Deferred Tax	9.83	19.31
Balance of Profit/(Loss) for the year	479.73	340.11

REVIEW OF OPERATION

The Total income from the operations is Rs. 33017.91 (In Lakhs) and the expenditure incurred during the year is Rs. 32363.15(In Lakhs) as compared to total income of Rs. 30509.53 (In Lakhs) and expenditure incurred Rs. 30028.85 (In Lakhs) in the previous year. Further Net profit of the company is Rs. 479.73/-(In Lakhs) as compared to Net Profit of Rs. 340.1 1/- (In Lakhs) of previous year.

1.2 TRANSFER TO RESERVES:

The Board of Directors of your Company, has decided transfer Rs. 479.73/-(In Lakhs) to the Reserves for the year by the company.

1.3 DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company’s dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

1.4MAJOR EVENTS OCCURRED DURING THE YEARa) State of affairs of the company

The company is currently engaged in the business as mentioned in the main object of Memorandum of Association of the Company.

b) Change in Nature of Business:

During the year there was no change in the nature of the business of the Company.

c) Material changes and commitments affecting the financial position of the company:

There have been no material changes and commitments, if any, 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 the report.

2. GENERAL INFORMATION

Riddhi Steel and Tube Limited engaged in the business to promote, run, establish, install or set up mini steel plants, integrated steel plant, composite steel plants, hot rolling steel mills, cold rolling mills, blooms and billet mills, steel furnace, concoct, rolling mills, induction furnaces for the manufacturing, converting, extracting, treating or processing of all types, grades and sizes of steels tubes, pipes, fittings, stainless steels, special steels hight speed steels die-steels, electrical steels, forging steels, alloys steels, including direct hardening steels, case hardening steels, nit riding steels, ball bearing steels, corrosion resisting steel,heat resisting steels, free cutting steels, spring steels, silico managanese steels, structural steels, hip building quality steels, armour steel, magnet steel, hot rolled and cold rolled grain oriented electrical steels or any types of steels, present or future compounds and alloys thereof and to act as agent, stockists, trader, buyer, seller, importer, exporter and jobworker and to manufacture, sale, resale, assemble, fabricate, erect, purchase, process, design, develop, distribute, repair, service, renovate, import, export, let on hire and otherwise deal in all sorts of machinery, plant, equipment, tools and implements required for agriculture, marine, automotive engine industry in particular and for industrial, commercial, agricultural related industries and deal in its spare parts, components, implements, articles, auxiliaries and accessories, foundries of iron, steel, brass and other metals.

3. CAPITAL AND DEBT STRUCTURE:

During the year under review, the company has neither issued nor bought back shares. The Capital of the company remains same as under.

Authorized Share Capital	8,50,00,000 divided into 85,00,000 shares of Rs. 1 0 each
Issued Share Capital	8,29,02,520 divided into 82,90,252 shares of Rs. 1 0 each
Paid Up share Capital	8,29,02,520 divided into 82,90,252 shares of Rs. 1 0 each

The Capital of the Company consist only Equity shares and no debenture or any other debt securities issued by the company.

4. CREDIT RATING

During the year the company has not issued any securities and not raised any loan which requires credit rating, hence credit rating provisions not applicable on company and has not obtained any credit rating during the year.

5. INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any funds to Investor Education and Protection Fund.

6. MANAGEMENT:6.1 Directors and Key Managerial Personnel Board Composition:

The constitution of the Board (as on 31 /03/2024) and the attendance of the Directors are given below:

Name of the Directors	Category of the Director (NE/E)	Designation	No. of Directors hip	No. of Meetings attended	Details of committee		Presenc e in previou s AGM
					As Membe r	As Chairman
Mr. Rajesh Mittal	E	Managing Director	3	05	0	0	Yes
Mrs. Preeti Mittal	NE	Director	3	05	9	0	Yes
Mr. Saurin Shah	NE	Independent Director	1	05	0	10	Yes

Mrs. Kiran Kumar Agarwal	NE	Independent Director	1	05	10	0	Yes
Mr. Paras Shah	NE	Independent Director	6	00	00	00	N.A

Directors and Key Managerial Personnel:

During the year, Mr. Sanjay Shah resigned from the position of Compliance Officer, effective January 31, 2024. Subsequently, Ms. Hemangi Vasoya was appointed as the Compliance Officer on February 22, 2024 and tendered her resignation on March 20, 2024.

During the year under review, the board has consider resignation of Mr. Paras Shah in the board meeting dated 30/05/2023.

6.2 Independent Director’s declaration:

The company has received necessary declarations from each Independent Director under Section 149(6) and 149(7) of the companies Act, 2013 and regulation 16(1 )(b) and regulation 25(8) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, that they meet the criteria of independence laid down thereunder.

As on 31^st March, 2024, half of the Board Members consist of Independent Directors on Company’s Board having rich experience in their fields and they will add value to the management of the company. An enlightened Board consciously creates a culture of Board leadership to provide a long-term vision and policy thinking in order to improve the quality of governance. The Board’s actions and decisions are aligned with the Company’s best interests.

Independent directors of the company met once in the year 2023-2024 dated 20^th March 2024 without executive director of the company.

6.3 Board Meetings:

During the period under review 5 Board Meeting were held by the Board of Directors to transact various business items as mentioned below:

Sr.	Date and Day of the Board Meeting	Sr.	Date and Day of the Board Meeting
No		No
1.	30-05-2023	4.	14-11-2023
2.	05-09-2023	5.	22-02-2024
3.	18-09-2023

6.4 Committees

1. Audit Committee: a) Brief Description

The primary object of the Audit Committee is to monitor and provide an effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. The committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and notes the processes and safeguards employed by each of them.

b) Constitution and Composition of Audit Committee

The Company has in accordance with the Section 177 constituted the Audit Committee. The Audit Committee constituted and re constituted from time to time to comply with statutory requirement. The Audit Committee met 4 (four ) times during the last financial year on the following dates:

		Date and Day of the Meeting		Date and Day of the Meeting
	1.	30-05-2023(Tuesday)	2.	05-09-2023(Tuesday) |
	3.	14-11 -2023(Tuesday)	4.	22-02-2024(Thursday) |
During the Year under review the Board has re-constituted the Committee (as on 31 /03/2024) anc
the attendance of each member of the Committee are given				below:

Name of the Member	Type of Director	Category	No. of Meetings	Attendance
Mrs. Preeti Mittal	NE	Member	4	4
Mr.Saurin Shah	ID	Chairman	4	4
Mrs. KiranKumar Aggrawal	ID	Member	4	4

2. Nomination &Remuneration Committee a) Constitution & Composition of Nomination & Remuneration Committee:

The Company has in accordance with the Section 178(1) constituted the Nomination & Remuneration Committee. The main function of the Nomination & Remuneration Committee is to formulation and recommendation of the policy for the appointment, removal, performance evaluation of the directors & the consideration to be paid to them and other matters as may be determined by the committee and the prevailing provisions for formulation of criteria for evaluation of Independent Directors and Board. Further to recommend/review remuneration of Directors based on their performance and carry out functions as mandated by Board from time to time.

During the Year under review the Board has re-constituted The constitution of the Committee (as on 31 /03/2024) and the attendance of each member of the Committee are given below:

Name of the Member		Type of Director	Category
Mrs. Preeti Mittal		NE	Member
Mr.Saurin Shah		ID	Chairman
Mrs. Kiran Kumar Aggrawal		ID	Member
Sr. No.	Date and Day of the Meeting
1.	20/02/2024(Tuesday)

3. Stakeholders Relationship Committee:

The Company has formulated the Stakeholders Relationship Committee in accordance with the Section 178(5) of the Companies Act, 201 3 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as entered into by the Company. The function of the Stakeholders Relationship Committee is to look into complaints if any and redress the same expeditiously. Besides, the committee approves allotment, transfer & Transmission of shares, issue of any new certificates on split / consolidation / renewal etc. as may be referred to it.

Sr. No.	Date and Day of the Meeting	Sr. No.	Date and Day of the Meeting
1.	30-05-2023(Tuesday)	2.	05-09-2023(Tuesday)
3.	14-11 -2023(Tuesday)	4.	22-02-2024(Thursday)

During the Year under review the Board has re-constituted the Audit Committee in accordance with the applicable provision of companies Act 2013 .The constitution of the Committee (as on 31 /03/2024) and the attendance of each member of the Committee are given below:

Name of the Member

Type of Director

Category

No. of Meetings

Attendance

Mrs. Preeti Mittal	NE	Member	4	4
Mr.Saurin Shah	ID	Chairman	4	4
Mrs. KiranKumar Aggrawal	ID	Member	4	4

Company has not received Complain from shareholders of the Company during the year of review which is yet pending. However, the Company has taken necessary reply as and when required.

The details of the Compliance Officer and the details of complaints received / solved / unsolved during the year are as follows:

Compliance Officer: Mr.Rajesh Mittal

Mail Id: [email protected] Contact No.: 91 978443815

Compliant received during the year*	Compliant solved during the year	Compliant pending during the year*
0	0	0

Note: The Company had not received the investor complaint

4. Independent Director’s Meeting

The Independent Directors of the Company met during the year as on 20^th March 2024 without the attendance of non - Independent Directors and members of the Board. The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directors and non-executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

6.5 Recommendation of Audit Committee:

There are no transactions which are recommended by the audit committee and not accepted by the board of the directors of the company.

6.6 Company’s Policy on Directors appointment and remuneration:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 is available at registered office for review.

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Code of conduct:

The Company has already implemented a Code of Conduct for all Board Members and Senior Managements of the company in compliance with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 201 5 (earlier Listing Agreement). But, since the operations of the Company were not much, the application of the code of conduct was limited to that extent. The code of conduct of the company can be found on the website of the company at https://www.riddhitubes.com.

6.7 Board Evaluation:

BOARD EVALUATION:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board.

The evaluation framework for assessing the performance of Directors (including Independent Directors) comprises of the following key areas:

• Attendance and participation in the Meetings and timely inputs on the minutes of the meetings.

• Adherence to ethical standards & code of conduct of Company and disclosure of non -independence, as and when it exists and disclosure of interest.

• Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings.

• Interpersonal relations with other directors and management.

• Objective evaluation of Board’s performance, rendering independent, unbiased opinion.

• Understanding of the Company and the external environment in which it operates and contribution to strategic direction.

• Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information.

The evaluation involves Self-Evaluation of the Board Member and subsequently assessment by the Board of Directors. Observations of board evaluation carried out for the year:

1. Previous year’s observation s and actions taken:

2. Proposed actions based on current year observations

6.8 Remuneration of Directors and Employees of Listed companies:

Pursuant to the Sub - Rule (2) of the Rule 5 of the Companies (Appointment & Remuneration or Managerial Personnel) Rules, 2014 and Amendment rules, 2016, read with Section 197 of the Act, no employees was in receipt of the remuneration in aggregate to Rs. 1,20,00,000/- (Rupees One crore Two Lakhs Only) per annum or Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand only)-per month or at a rate in excess of that drawn by the Managing Director / Whole - time director of Manager and holds himself or along with his spouse & dependent children, no less than two percent of the equity shares of the Company. Further, the information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request.

In terms of Section 1 36 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is availabl e for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

As per the provisions of Section 197(12) of the Companies Act, 201 3, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employee’s remuneration are described in the “Annexure — A ” to this report.

6.9 Remuneration received by Managing Director/ Whole time Director from holding or subsidiary company:

There is no such amount received by the Managing Director/ Whole time Director As the company does not have any holding company or subsidiary company.

6.10 Director’s responsibility statement:

Pursuant to the provisions of Section 1 34(5) of the Companies Act, 201 3, the board of directors, to the best of their Knowledge and ability confirm and state that -

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. The Directors had 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 that period;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors had prepared the annual accounts on a ‘going concern’ basis;

V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6.11 Internal Financial Controls:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are also generally placed before the Board. Some key features of the company’s internal controls systems have been provided in the Management discussion and Analysis Report as “Annexure — D” which being annexed to this report.

6.12 Frauds reported by the Auditor:

In pursuance to the Section 1 34(3)(ca) of the Companies Act, 201 3 (“the Act”), there has been no reported frauds being detected by the Auditor of the Company in accordance with the Section 143(1 2) of the Act.

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiary, Associates Company or Joint Venture.

8. DETAILS OF DEPOSITS:

The Company has not invited or accepted deposit within the meaning of Section 73 of the act read with rules made there under, from the public neither does have any unpaid or unclaimed deposits along with interest during the year. Further, the company has not made any default in repayment of deposits or payment of interest thereon, as no deposits have been invited or accepted by the Company during the year. Furthermore, there are no such deposits which are not in compliance with the requirements of Chapter V of the Act.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees or Investments made by the Company pursuant to section 1 86 of the Companies Act, 201 3 are given in the notes to the Financial Statements.

10. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 1 88 of the Companies Act, 201 3 during the year under review.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your company is not falling under the criteria mention as per Section 135 (1) of the Companies Act, 201 3 and the companies (Corporate Social Responsibilities) Rules, 2014. Hence, the company has not developed and implemented any corporate Social Responsibilities initiatives.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, are not applicable to company during the year under review.

Foreign Exchange Earnings : Nil Foreign Exchange Expenditure : Nil

13. RISK MANAGEMENT:

Considering the present condition of the company the company has formulated the risk management policy. The board is being regularly provided with information which may have potential threat of risk as and when required. The detailed policy can be find out at the website of the company https://www.riddhitubes.com.

14. DETAILS OF WHISTLE BLOWER POLICY & VIGIL MECHANISM:

The Company has established a “Whistle Blower and Vigil Mechanism Policy” for Directors and employees to report the genuine concerns as per the provisions of Section 177 (9) of the Companies Act, 2013. However the Section is not applicable to the Company as per SEBI(Listing Obligation and Disclosure Requirements) Regulations, 201 5 but the company has formed the policy as a part of good governance.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY:

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 the report.

16. AUDITORS

Statutory Auditor:

M/s. Jigar Shah & Associates has tendered his resignation and to fill the casual vacancy, the board has appointed M/s. Ashok Rajpara And Co., Chartered Accountants (F. R No. 153195W),Ahmedabad, as the Statutory Auditor of the Company, to hold the office till this Annual General meeting and further proposed his appointment for the tenure of 5(Five) years from the conclusion of this Annual General Meeting till the conclusion of the 28^th annual general meeting of the company, subject to ratification by members in every annual general meeting of the company at such remuneration as may be determined by Board of Directors of the Company from time to time.

Secretarial Auditor:

M/s. Pallavi Bhagat & Associates Practicing Company Secretaries, has been appointed for the purpose of conducting Secretarial Audit of the Company.

As the company have claimed exemption under the regulation 1 5 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015, for Corporate Governance the provisions of Annual secretarial compliance report as per circular dated 08^th February, 2019 is not applicable on the Company.

Cost Auditor:

In terms of provisions of Section 148 of the Companies Act, 201 3, M/s. Mayur Chhaganbhai Undhad, Cost Accountants, Ahmedabad, were appointed as Cost Auditor of the Company for the financial year 20232024 by the Board as recommended by the Audit Committee and they have offered themselves for Reappointment for the financial year 2024-2025. The members are requested in ensuring AGM to ratify the remuneration of the Mayur C Undhad for FY 2024-2025.

Internal Auditor:

Pursuant to the provision of section 1 38 of the Companies Act, 201 3 and the Companies (Accounts) Rules, 2014, the Company has re-appointed M/s C.P. Shah and Co., Chartered Accountants, Proprietor- Chetan P. Shah as an Internal Auditor of the Company for the Financial Year 2023-24 by the Board of Directors, upon recommendation of the Audit committee.

17. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report is appended to this Report in MR - 3 which forms part of Board’s Report as per “Annexure - C.”

18. EXPLANATIONS IN RESPONSE TO AUDITORS’ QUALIFICATIONS

Explanation to the observations given in the independent Audit report:

The observations and comments, if any, marked in the Auditors’ Report are self-explanatory and therefore, do not call for any further comments.

Explanation to the observations given in the Secretarial Audit report:

In respect of the following observations made in the Secretarial Audit Report, we would like to justify the qualifications / observations as follows:

With reference to comments of the Secretarial Auditor, due to health issue of Senior accountant of the company and medical emergency with the Directors, company could not submit the financial result within due time.

In respect of the matter of comments made by the Secretarial Auditor, the Board of Directors is taking necessary steps to resolve the issues.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors state that the company has complied with the applicable Secretarial Standards issued by the Institute of Company Sectaries of India i.e. SS-1, SS-2 and SS-4 respectively relating to ‘Meetings of the Board, its committees’ General Meetings and Board Report.

20. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as

“Annexure - B”.21. CORPORATE GOVERNANCE REPORT:

As per the criteria mention in the regulation 1 5 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015, company is not falling under the same and the company has claimed exemption from Stock Exchange. Hence company has not submitted corporate governance report with the stock exchange for the period under review. The company has claimed exemption under regulation 15(2) of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015.

22. ANNUAL SECRETARIAL COMPLIANCE REPORT:

As per the clarification issued by BSE dated 9^th May, 2019 the company need not to comply with the submission of Annual Secretarial Compliance report as does not falling under the criteria mentioned under regulation 15 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015. The company has claimed exemption under regulation 15(2) of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015 vide letter dated 28^th May, 2022 to BSE.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report as per the Regulation 34 of the SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015 is part of the Annual Report as "Annexure- D”.

23. EQUAL OPPORTUNITY TO EMPLOYEE:

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on “Prevention of Sexual Harassment” at the workplace. There were no cases reported under the said Policy during the year.

24. LISTING AT STOCK EXCHANGES:

The company is currently listed with the SME Platform of Bombay Stock Exchange. The Listing fees for the Year 2023-2024 has been paid to the Stock Exchanges.

25. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application or any proceedings is ongoing during the year under Insolvency and Bankruptcy code 201 6.

25. DISCLOSURE OF OF TRANSACTIONS OF COMPANY WITH PROMOTER/ PROMOTER GROUP:

Sr. No.	Name of the Promoter	Nature of the Transaction	Amount(In Rs.)
01	Mr. Rajesh Mittal	Remuneration	7,20,000
02	Mrs. Preeti Mittal	Remuneration	6,60,000

26. DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

With the advent of the new Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (enforced w.e.f. December 01,2015), the listed entities are required to make disclosure in the Annual Report about the details of share in Demat Suspense Account / Unclaimed Suspense Account. The details of the same are mentioned below:

Aggregate number of shareholders and the
outstanding shares in the Suspense Account lying	NIL
at the beginning of the year
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	NIL
Number of shareholders to whom shares were
transferred from suspense account during the	Nil
year
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	Nil
The voting rights on these shares shall remain
frozen till the rightful owner of such shares claims	Not Applicable
the shares

APPRECIATION

Your Directors place on record their appreciation and gratitude for the excellent support the Company has received from its workers, employees, customers, vendors and shareholders. They also express their sincere thanks to the Bankers and various State Governments for the valuable support extended to the Company.

---

Mar 31, 2016

To,

The Members,

The Directors are pleased to present the Fifteenth Annual Report together with the Audited Annual Accounts of the Company for the year ended 31^st March, 2016.

FINANCIAL RESULTS:

	2015-2016	2014-2015
Profit/(Loss) Before Depreciation and Tax Less : Depreciation Add : Prior Period Item Profit for the year before taxation Less: Provision for Taxation: i. Current Year Tax ii. Deferred Tax iii. Prior Period Tax	6,91,75,690 (2,89,85,091) 4,01,90,599 1,25,70,000 11,98,795 (1,82,719)	6,84,95,683 (3,08,16,468) 3,76,79,215 1,17,30,341 6,30,421 Nil
Profit after taxation	2,66,04,522	2,53,18,454
Add: Brought forward balance of Profit & loss A/c. Less: Depreciation in respect of assets whose useful life is over Add: DTA on Depreciation charged to retained earnings	12,55,72,919	10,04,30,786
	-	2,53,516
	-	77,196
Balance Carried to Balance Sheet	15,21,77,441	12,55,72,919

REVIEW OF OPERATIONS:

During the year under review, the revenue from operations is Rs. 235,20,74,722 (previous year Rs. 233,89,07,076.) The Profit before depreciation and tax has increased to Rs. 6,91,75,690 from Rs. 6,84,95,683. The net profit after tax has increased to Rs. 2,66,04,522 from Rs. 2,53,18,454. At the end of the year, Company’s reserves stood at Rs. 16,56,77,441 (Previous Year Rs. 13,90,72,919).

DIVIDEND:

The directors of the company do not recommend any amount of dividend to be declared for the financial year 2015-2016, as Company is in process of business development.

SHARE CAPITAL:

The Paid up equity Capital as on March 31, 2016 was Rs. 5,95,02,520. During the year under review, the Company had not issued any class of Equity Shares. Moreover the Company had not issued any shares with differential voting rights nor granted stock options nor sweat equity.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to Reserves during the year under consideration.

PARTICULARS OF EMPOLYEES:

There are no employees of the Company who were in receipt of remuneration in excess of the limit as prescribed under Section to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CAPITAL EXPENDITURE:

During the year under review, the Company has incurred Rs.4,29,18,255 as Capital Expenditure for acquisition of various fixed assets.

AUDITORS AND THEIR REPORT:

At the Annual General Meeting held on 30^th September, 2015 M/s. C.P. Shah & Co. (Chartered Accountants) were appointed as Statutory Auditors of the company to hold office till the Sixteenth Annual General Meeting. In terms of first proviso to section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. C.P. Shah & Co., Chartered Accountants, as statutory auditors of the company, is placed for ratification by the shareholders.

The Auditors’ Report does not contain any qualification, reservation or adverse remarks. The Auditors report is enclosed with the financial statements in this annual report.

“DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013”:

“The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16

No of complaints received: NIL

No of complaints disposed off: NIL”

INSURANCE:

The Company has taken adequate insurance cover for all movable and immovable assets for various types of risks.

NOTE ON ACCOUNTS:

The notes forming part of the accounts are Self-explanatory and therefore, do not call for any further comments.

CONVERSION FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY:

After the end of financial year the Company was converted from Private Limited to Public Limited Company W.E.F 01^st February, 2016. Accordingly, the name of the Company was changed from Riddhi Steel and Tube Private Limited to Steel and Tube Limited to reflect the status of the Company as Public Limited Company.

COMPLIANCE UNDER COMPANIES ACT. 2013:

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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-A to the director’s report.

EXTRACT OF ANNUAL RETURN:

In accordance with the Section 134(3)(a) of The companies Act, 2013 an extract of the annual return in the prescribed is appended as Annexure-B to the director’s report.

BOARD MEETINGS HELD DURING THE YEAR:

The Board of Directors duly met 12 times during the financial year from 1^st April, 2015 to 31^st March, 2016.

The intervening gaps between the meetings were within the purview of the Companies Act, 2013 and the rules made there under.

DIRECTORS AND KEY MANAGERIAL PERSONNELS:

During the period under consideration following appointments were affected.

DIN/PAN	Name	Designation	Appointment Date
00878934	RAJESHKUMAR MITTAL	Managing Director	22/03/2013
01594555	PREETI RAJESH MITTAL	Executive Director	08/01/2016
01359807	SHANKAR PRASAD BHAGAT	Independent Director	19/03/2016
07438621	PARAS KUMARPAL SHAH	Independent Director	16/02/2016
07438637	SAURIN SHAILESH SHAH	Independent Director	16/02/2016

CORPORATE SOCIAL RESPONSIBILITY:

Your directors wants to draw your attention that provision in relation to corporate social responsibility as specified in section 135 of The Companies Act, 2013 and rules (Corporate Social Responsibility Policy) Rules 2014 are not applicable to the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company does not have vigil mechanism or whistle blower policy implemented by it as the company is not under obligation for the same under The Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) r.w.s 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 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The directors 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 profit 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 provision of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

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

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

PARTICULARS OF LOANS, GUARANTEE AND 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 provided in the annual report.

RELATED PARTY TRANSACTION:

None of the transactions with any of related parties were in conflict with the Company’s interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 21.5 of Financial Statements, forming part of the Annual Report.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the companies Act, 2013, in the prescribed form AOC - 2, is appended as Annexure C to the director’s report.

All related party transactions are negotiated on an arm’s length basis, and are intended to further the Company’s interests.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year to which this financial statements relate and the date of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Company’s risk management is embedded in the business processes and thereby reduces the risk to its possible extent.

FIXED DEPOSITS:

The company has not accepted deposits from the shareholders during the year ended 31^st March 2016 within the meaning of sec 73 of the companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

ORDERS BY REGULATORS, COURTS OR TRIBUNALS:

No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company’s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Given the nature of business and size of operations, Your Company’s internal financial Control System has been designed to provide for:

- Accurate recording of transactions with internal checks and prompt reporting.

- Adherence to applicable Accounting Standards and Policies.

- Compliance with applicable statutes, policies and management policies and procedures.

- Effective use of resources and safeguarding of assets.

Your Company, through its own Internal Audit Department, carried out periodic audits at all locations and functions based on the plan approved by the board and brought out any deviation to Internal Control procedures. The observations arising out of the audit are periodically reviewed and compliance ensured. The summary of the Internal Audit observations and status of implementation are submitted to the board. The status of implementation of the recommendations is reviewed by the board on a regular basis.

INDUSTRIAL RELATIONS:

Relations with the company’s employees continue to be cordial. The company has a good track record of harmonious relations with employees and all stake holders.

ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge the contributions made by the employees towards the success of the Company. Your Directors are also thankful for the co-operation and assistance received from the Bankers, Central and State Government Departments and Local Authorities.

Registered Office : By order of the Board of Directors

Plot No.140/1,Village Piplaj,

Saijpurgopalpur, Pirana Road,

Ahmedabad - 382 405, Sd/- Sd/-

Gujarat, India. Rajesh Mittal Preeti Mittal

Director Director

Date : 01^st September,2016

---

Mar 31, 2015

To,

The Members,

The Directors are pleased to present the Fourteenth Annual Report together with the Audited Annual Accounts of the Company for the year ended 31^st March, 2015.

FINANCIAL RESULTS:

	2014-2015	2013-2014
Profit/Loss:) Before Depreciation and Tax	68495683	595000622
Less Depreciation	(30816468)	(23915011)
Add : Prior Period Item	-	-
Profit for the year before taxation	37679215	35585611
Less: Prevision for Taxation: i. Current year Tax ii. Deferred Tax	11730341 630421	7617130 5094237
Profit after taxation	253111454	22874244
Add: Brought Forward Dab nee of Profit & Loss A/c.	100430786	77556542
Less: Depreciation m respect of assets whose useful life is over	253516	-
Add: DTA on Depredation charge3 to retained earnings	77196	-
Balance Carried to balance Sheet	125572919	100430786

REVIEW OF OPERATIONS:

During the year under review, the revenue from operation is Rs. 233,89,07,076 (previous year Rs. 206,08,76,627.) The Profit before depreciation and tax has increased to Rs. 6,84,95,963 from Rs. 5,95,00,622. The net profit after tax has increased to Rs. 2,53,18,454 from Rs. 2,28,74,244. At the end of the year Company’s reserve at Rs. 13,90,72,919 (Previous Year Rs. 11,39,30,786).

DIVIDEND :

In order to preserve liquidity your directors do not recommend for payment of dividend on equity shares for the year ended 31/03/2015.

SPECIAL CAPITAL:

The Paid up equity Capital as on 31.2015 was Rs. 5,95,02,520. During the year under review, the Company had not issued any class of Equity Shares. Moreover the Company had not issued any shares with differential voting rights not granted stock option nor sweat equity.

TRNSFER TO RESERVES:

Your Company has not transferred any amount to Reserves during the year under consideration.

PARTICULARS OF EMPOLYEES:

There are no employees of the Company who were m receipt of remuneration in excess of the limit as prescribed under Sett ion to Section 197 read with rule 5 of the Companies (Appointment and of remuneration of Managerial Personnel) Rules, 2014.

CAPITAL EXPENDITURE;

During the year under review, the Company has incurred Rs. 2,24,90,931 as Capital Expenditure for acquisition of various assets.

AUDITORS AND THEIR REPORT:

The Auditors, M/s CP. Shah & Co, Chartered Accountants, Ahmedabad retire to this Annual General Meeting and being eligible, offer themselves for reappointment.

The Auditors'' Report does not contain any qualification, reservation or adverse remarks.

The Company has received letters from him to the effect that their re-appointment if made, would he within the prescribed limit under Section 141 (3)(g) the Companies Act, 2013 and that they are not disqualified for re-appointment.

"DISCLOSURE UNDER THE SEXUAI HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

“ The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and dispose. Off during the year 2014-15.

No of complaints received- NIL

No of complaints d imposed off: NIL"

INSURANCE

The Company has taken adequate insurance cover for till movable and immovable assets for various types of risks.

NOTE ON ACCOUNTS:

The notes forming part the accounts are Self-explanatory and therefore, do not fall for any further comments.

COMPLIANCE UNDER COMPANIES ACT. 2013:

Pursuant to Section 134 of the Companies Act, 2013 read with die Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

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

Information at ion required under section I34(3)[m) of the Companies Act, 2013 read with Rule 8 of the Companies [Accounts} Rules, 2014, is given in the Annexing-A to the directors report.

EXTRACT OF ANNUAL RETURN:

In accordance with fee Section I34f3)[&) of The companies Act. 2013 an extract of the annual return in the prescribed is appended as Annexure-B to the director''s report

BOARD MEETINGS HELD DUKING THE YEAR:

The- Board of Directors duly met 10 times during the financial year from 1st April, 2014 to 31^st March 2015.

The Intervening gaps between the meetings were within the purview of the Companies Act, 2013 and the rules made there under.

DIRECTORS AND KEY MANAGERIAL PERSONNELS:

During the period under consideration there was no change in Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Your directors wants in draw your attention that provision in relation to corporate social responsibility as specified m section 135 of The- Companies Act, 2013 and rules [Corporal Sunni Responsibility Policy} Rules 2014 are not applicable to the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company does not have vigil mechanism or whistle blower policy implemented by it as the Company is not under obligation for the same under The Companies Act,2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) r.w.s 134(5) of the Companies Act, 2013, Directors of your Company hereby state and ton firm that:

a] In the preparation of the annual account for the year ended 31^st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The directors nave 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 profit 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 provision of the Companies Act, 2013 for safeguarding fee asset* of the company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounting a going concern basis.

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

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

PARTICULARS OF LOANS, GUARANTEE AND 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 provided in the annual report Attention is drawn to Note No. 13 of notes to the financial instructions.

RELATED PARTY TRANSACTION:

None of the transactions with any of related parties were in conflict with the Company’s interest. Attention of members is drawn to the disclosure of transaction with related parties set out in Note No. 22.5 of Financial Statements, forming part of the Annual Report.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the companies Act, 2013, in the prescribed form AOC – 2, is appended as Annexure C to the directors report.

All related party transactions are negotiated on an arm’s length basis and intended to further the Company’s Interests.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material charges and commitments affecting the financial position of the Company has occurred between the end of the financial year to which this financial statements relate and the date of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify monitor and take precautionary measures in respect of the events that may pose risks for the business. Company’s risk management is embedded in the business processes and thereby reduces the risk to its possible extent.

FIXED DEPOSITS:

The company has not accepted deposits from the shareholders during the year ended 31^st March 2015 within the meaning of sec 73 of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

ORDERS BY REGULATORS COURTS OR TRIBUNALS:

No significant and/ or material orders were passed by any regulator or court or tribunal impacting the going concerns status and the Company’s operations in future.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY :

Given the nature of business and size of operations. Your Company’s internal financial controls System has been designed to provide for:

-Accurate recording of transaction with internal checks and prompt reporting

-Adherence to applicable Accounting Standards and Policies.

-Compliance with applicable statures policies and management policies and procedures.

-Effective use of recourses and safeguarding of assets.

Your Company through its own Internal Audit Department, carried out periodic auditors at all locations and functions based on the plan approved by the board and brought out any division to Internal Control procedures. The observation arising out of the audit are periodically reviewed and companies ensured. The summary of the Internal Audit observation and status of implementation are submitted to the board. The status of implementation of the recommendations is reviewed by the board on a regular basis.

INDUSTRIAL RELATIONS:

Relations with the company’s employees to be cordial. The company has a good track record of harmonies relations with employees and all stake holders.

ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge the contributions made by the employees towards the success of the Company. Your Directors are also thankful for the co-operation and assistance received from the Bankers, Central and state Government Departments and Local Authorities.

Registered Office: By order of the Board of Directors

83/84, Village – Kamod,

Piplaj Pirana Road,

Post – Aslali,

Ahmedabad – 382427

Gujarat India.

Rajesh R. Mittal Shivshankar M Agrawal

Director Director

Date: 01^st September,2015

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Mar 31, 2014

To the Members,

We are delight to present the 13^th annual report on our business and operations for the year ended March 31, 2014.

Financial Results of our operations:

(IN RS.)

PARTICULARS	2013-14	2012-13
Profit Before Depreciation and Tax	5,95,00,622	4,81,26,798
Less: Depreciation	2,39,15,011	3,26,56,988
Profit for the year before taxation	3,55,85,611	3,26,56,988
Provision for Taxation:
Current Year Tax	76,17,130	92,83,440
Deferred Tax	50,94,237	17,10,397
Profit after taxation	2,28,74,244	2,16,63,151
Add: Surplus brought forward from previous year	7,75,56,542	5,58,93,391
Balance carried to Balance Sheet	10,04,30,786	7,75,56,542

Issue of Equity Shares:

960000 equity shares of the Company were issued and allotted of Riddhi Steel & Tube Private Limited to the equity shareholders on 29^th July, 2013. As a result of this, the issued, subscribed and paid up capital of the Company has increased from Rs. 4,99,02,520/- to Rs. 5,95,02,520/-.

Review of our operations:

During the year under review, our Company achieved Net scale turnover of Rs. 2,06,08,267/- compared to previous year figure of Rs. 1,79,44,02,995/-. The profit before depreciation and tax has increased to Rs. 5,95,00,622/- from Rs. 4,81,26,798/-. The net profit after tax has increase to Rs. 2,28,74,244/- from Rs. 2,16,63,151/-. At the end of the year, Company’s free reserves stood at Rs. 10,04,30,786/- (Previous Year Rs. 7,75,56,542/-) and Earnings per the Share (Basic and Diluted) stood at Rs. 4,.06/- per share (Previous Year Rs. 4.34/- per Share).

Auditors and Their Report:

The Auditors Reports on the accounts of the Company for the accounting year 2013-14 is self explanatory and does not call for further explanations or comments that may be treated as adequate compliance of the provisions of section 217 of the Companies Act, 1956.

Statutory Auditors of the Company, M/S C.P. Shah & Co. Chartered Accounts, Ahmadabad (M. No. 31239) will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment for the year 2014-15. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The directors recommended the re-appointment of M/S. C.P. Shah & Co. and authority to Board to fix their remuneration.

Insurance:

The Company has taken adequate insurance cover for all movable and immovable assets for various types of risks.

Directors’ Responsibility Statement:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the directors hereby confirm that:

(a) The financial statements are prepared in accordance with the Indian Generally Accepted Accordingly Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments, which are measured at fair value. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. There are no material departures from prescribed accounting standards in the adoption of these standards.

(b) the Board of Directors accepts responsibility for the integrity and objectively of these financial statements. The accounting policies used in the preparation of financial statements have been consistently applied except as otherwise stated in the notes accompanying the respective tables. The estimates and judgments related to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transaction, and reasonably present our state of affairs and profits for the year.

(c ) The Board of Directors has taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

(d) The annual accounts of the company have been prepared on a going concern basis.

Appropriations:

(a) Dividend:

In Order to preserve liquidity, your directors do not recommend for payment of any dividend on equity shares for the year ended 31/03/2014.

(b) Fixed Deposits:

The Company has accepted the deposits from shareholders as well as from the friends & relatives of Directors. There are no unclaimed or unpaid deposits and interest as on 31^st March, 2014.

(c ) Capital Expenditure:

During the year under review the Company has incurred Rs. 11,57,70,649/- on Capital Expenditure for the business developments.

Particulars of Employees:

The particulars of employee as required by section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is not given as no employee is in receipt of remuneration of Rs. 60,00,000/- or more per annum 5,00,000/- or more per month.

Conservation of Energy, Technology Absorption, Adaptation, Innovation:

A Statement containing the information as per section 217 (1) (e) of the Companies Act, 1956 is not applicable to the company. During the year under review, there was no foreign exchange earnings and outgo.

a) Foreign Exchange earnings and outgo: Nil

b) Foreign Exchange earned and used : Nil

Secretarial Compliance Certificate:

A secretarial Compliance Certificate pursuant section 383(a) of the Companies Act, 1956 is required.

Note on accounts:

The notes forming part of the accounts are self- explanatory and therefore, do not call for any further comments.

Industrial relations:

Relations with the company’s employee continue to be cordial. The company has a good track record of harmonious relations with employees.

Acknowledgements:

We thank our customers, financial institutions, bankers, Collaborators, Central and State Government Department and Local Authorities for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Registered Office: For and on behalf of the Board of Directors

83-84

Village Pirana Road,

Aslail,

Ahmadabad- 382 405, Rajesh R. Mittal

Gujarat, India. Director

05^th September, 2014