Cubex Tubings Ltd Management Discussions

3. There is huge export potential for copper alloy extrusions. C. OPPORTUNITIES AND THREATS

The fundamental growth drivers of the countrys economy as well as Copper industry continue to remain strong despite the pressures of slowdown and inflationary conditions prevalent till recently in the nation and also globally. The Copper Industry in the country is continuously attracting investments from domestic and foreign investors.

The threats to the segments in which the company operates are volatility in Exchange rate & Metal Prices.

D. STRENGTH AND RISKS & CONCERNS

The existing management has a strong technical knowledge and experience in the metal industry. Sri., Virendra Bhandari, Managing Director and Sri Akshay Bhandari ,Executive Director , are having vast technical knowledge and expertise in handling the business of the Company.

Your company is concerned about the vide Fluctuations in Copper prices globally and locally and increase in foreign exchange value.

FUTURE PROSPECTS

We are mostly manufacturing general copper and copper alloy products to standard specifications.

FUTURE PLANS

There is a huge market for supply of specialised copper & Nickel tubes to desalination Plants in Middle East. This opens a new segment which holds lot of promises in Europe & USA. Further, we are only company in India to manufacture this type of tubes.

The demand for high performance alloys finds its applications in Defence, Aerospace, Electronics, Automobiles, Hydro Carbon Industries etc. With the Strategic push by GOI in Space & Defence manufacturing under MAKE IN INDIA it ensures sustained demand for such materials. The Company is mapping out a major Capex Plan. The mode of raising funds is still to be freezed.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal control systems are aimed at promoting operational efficiencies while stressing adherences to policies. The systems are designed with adequate internal controls commensurate size and nature of operations. Transactions are executed in accordance with the company policies. Assets are safeguarded and

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company is able to retain the experienced staff, in spite of the copper consuming Industries are under recession, the Company feels confident of keeping its manpower costs to below industry norms. The atmosphere that is created in the organization is conducive for self-development and career growth; this is the success in retaining our manpower.

SECRETARIAL AUDIT REPORT

(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2025

To, The Members, CUBEX TUBINGS LTD 1-7-27 TO 34, 1ST FLOOR, SHYAM TOWERS, S.D.ROAD, SECUNDERABAD 500003 TELANGANA

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Cubex Tubings Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit, and per the explanation given to me and representations made by the management I hereby report that in my opinion, the company has, during the audit period covering the financial year ended March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the applicable provisions of:

i. ii. iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (6) Contract Labour (Regulation and Abolition) Act, 1970 (7) Employees State Insurance Act, 1948 (8) Employees Compensation Act, 1923 (9) Employees Provident Fund and Miscellaneous Provisions Act, 1952 (10) Factories Act, 1948 (11) Industrial Disputes Act, 1947 (12) Industrial Employment (Standing Orders) Act, 1946 (13) Indian Contract Act, 1872 (14) Income Tax Act, 1961 and Indirect Tax Laws (15) Indian Stamp Act, 1999 (16) Minimum Wages Act, 1948 (17) Payment of Bonus Act, 1965 (18) Payment of Gratuity Act, 1972

(19) Payment of Wages Act, 1936

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notified w.e.f. 1st July, 2015)

(ii) The Listing Agreement entered into by the Company with BSE Limited

The existing Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) w.e.f. 1st December, 2015 entered into by the Company with BSE Limited. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority

All meetings were duly held in compliance with provisions of the Companies Act, 2013, rules thereof and the Secretarial Standard 1 issued by the Institute of Company Secretaries of India and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions in the Board meeting were taken unanimously during the audit period.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no instances

(a) Public/Right/Preferential issue of shares/debentures/sweat equity, etc. (b) Redemption/buy-back of securities

(c) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013 (d) Merger/amalgamation/reconstruction, etc. (e) Foreign technical collaborations Sd/- Putcha Sarada Practicing Company Secretary Place: Hyderabad Date: 15^th May, 2025 ACS No: 21717 CP No: 8735 UDIN: A021717G000350595

This Report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this report.