Riddhi Steel & Tube Ltd Directors Report

Dear Members,

Your Directors 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 Companys financial performance for the year ended March 31, 2025 is summarised below:

		(Rs. in Lakhs)
Financial Results	202425	202324
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 companys 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/ ReAppointment:

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 NonExecutive (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 reenactment(s) thereof for the time being in force), and being eligible have offered himself for reappointment.

Your Directors recommended his reappointment 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 NonExecutive (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 NonExecutive (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 NonExecutive 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 NonExecutive 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 NonExecutive 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		NonExecutive Director	Independent Director
4.	Kirankumar Mushaddilal Agarwal		NonExecutive Director	Independent Director
5.	Saurin Shailesh Shah		NonExecutive Director	Independent Director
6.	Ishmeet Kaur Kheda	Gurmeetsingh	NonExecutive Director	Independent Director
7.	Vikas Vijay Meena		NonExecutive Director	Independent Director
8.	Bhavinkumar Magnani	Rajeshkumar	NonExecutive Director	Independent Director

Mr. Balveermal Kewalmal Singhvi (DIN: 05321014), Independent Director (NonExecutive) 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 (NonExecutive) 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 NonExecutive (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
01042024	Yes	Yes	Yes	Yes	Yes
06062024	Yes	Yes	Yes	Yes	Yes
20062024	Yes	Yes	Yes	Yes	Yes
30082024	Yes	Yes	Yes	Yes	Yes
03092024	Yes	Yes	Yes	Yes	Yes
04092024	Yes	Yes	Yes	Yes	Yes
24092024	Yes	Yes	Yes	Yes	Yes
07112024	Yes	Yes	Yes	Yes	Yes
26022025	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 ExtraOrdinary General Meeting was held.

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	NonExecutive Independent Director
2.	Mr. Kirankumar Mushaddilal Agarwal	Member	NonExecutive 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:

Independent Directors Meetings:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Bhavinkumar Rajeshkumar Magnani	Chairperson	NonExecutive Independent Director
2.	Mr. Vikas Vijay Meena	Member	NonExecutive 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 SS1, 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
01042024	Yes	Yes	Yes
06062024	Yes	Yes	Yes
30082024	Yes	Yes	Yes
03092024	Yes	Yes	Yes
04092024	Yes	Yes	Yes
07112024	Yes	Yes	Yes
26022025	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 Auditors 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	NonExecutive Independent Director
2.	Mr. Kirankumar Mushaddilal Agarwal	Member	NonExecutive 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	NonExecutive Independent Director
2.	Mr. Vikas Vijay Meena	Member	NonExecutive Independent Director
3.	Ms. Ishmeet Kaur Gurmeetsingh	Member	NonExecutive Independent
	Kheda		Director

Nomination and Remuneration Committee Meeting:

In terms of the provisions of Section 178 of the Companies Act, 2013 and SS1, 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
30082024	Yes	Yes	Yes
03092024	Yes	Yes	Yes
04092024	Yes	Yes	Yes
24092024	Yes	Yes	Yes
26022025	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.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to nonreceipt of annual report, transfer and transmission of securities, nonreceipt 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	NonExecutive Independent Director
2.	Mr. Kirankumar Mushaddilal Agarwal	Member	NonExecutive 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	NonExecutive Independent Director
2.	Mrs. Preeti Rajeshkumar Mittal	Member	Director
3.	Ms. Ishmeet Kaur Gurmeetsingh Kheda	Member	NonExecutive Independent Director

Stakeholders Relationship Committee Meeting:

In terms of the provisions of Section 178 of the Companies Act, 2013 and SS1, 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
19042024	Yes	Yes	Yes
20072024	Yes	Yes	Yes
21102024	Yes	Yes	Yes
17012025	Yes	Yes	Yes
Number of SRC	04/04	04/04	04/04
Meetings attended
during the year

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 nonreceipt of annual reports, notices, nonreceipt 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 longterm 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 NonExecutive 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, reappointment 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 Companys 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 noncompliances. 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/ Whistleblower 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 Whistleblower 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 Companys Code of Conduct/ ethics/ principles and matters specified in the Policy.

The Company affirms that in compliance with the WhistleBlower 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 whistleblower and follows a zero tolerance approach to retaliation or unfair treatment against the whistleblower 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 Companys 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 longterm strategic planning, etc.);

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

• Extent of coordination 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 NonIndependent 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 NonExecutive & 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 year	NIL
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.

^53 Riddhi

AUDITORS ^ uh." : IIh:r.

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 Auditors Report are selfexplanatory 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 202425 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 Companys 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 Companys 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 202425 will be available on the website of the Company (www.riddhitubes.com). The due date for filing annual return for the financial year 202425 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 arms 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 202425.

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 Companys 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 Companys 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 DATE: 05.09.2025

By Order of the Board

For, RIDDHI STEEL AND TUBE LIMITED

Sd/

Rajeshkumar R Mittal Managing Director DIN: 00878934

Sd/

Preeti Rajeshkumar Mittal Director & CFO DIN: 01594555

Registered Office: 83/84, Village Kamod,

Piplaj Pirana Road, Post Aslali, Ahmedabad 382427 Tel: (079)29700922 Website: www.riddhitubes.com CIN: L27106GJ2001PLC039978

ANNEXURES TO DIRECTORS REPORT

ANNEXUREI