Sambhv Steel Tubes Ltd Directors Report

To

The Members,

Sambhv Steel Tubes Limited

Your Directors have pleasure in presenting their 8^th Annual Report of Sambhv Steel Tubes Limited on business and operation of your company along with the audited Consolidated and Standalone Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL PERFORMANCE :

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("IND AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The key highlights of Standalone and Consolidated financial performance for the year ended March 31, 2025, as compared with the previous year is summarized below:

(Amt. in Million)

Financial Results	Standalone		Consolidated
	2024 – 25	2023 – 24	2024 – 25	2023 – 24*
Revenue from Operations	15,113.55	12,857.57	15,113.55	-
Other Income	64.88	36.18	53.46	-
Total Revenue	15,178.43	12,893.75	15,167.01	-
Profit before Depreciation, Finance Costs and Tax Expense	1,611.19	1,634.90	1,598.28	-
Less : Finance Cost	477.78	318.15	472.94	-
Depreciation & Amortization	343.83	209.10	343.54	-
Exceptional Items	-	-	-	-
Share of profit / (loss) of equity accounted investees (net of tax)	-	-	(0.01)	-
Profit Before Tax (PBT)	789.58	1,107.65	781.79	-
Less: Tax Expenses	209.14	283.26	209.14	-
Profit After Tax (PAT)	580.44	824.39	572.65	-
Paid Up Share Capital	2,410.02	2,410.02	2,410.02	-
Reserves & Surplus	2,550.44	1,972.80	2,543.39	-
Earnings Per Share (EPS) (Face Value Per Share Rs10/- Each)	2.41	3.79	2.38	-

Note: All Figures are in millions except Earnings Per Share.

*There were no subsidiary and associate companies for the Financial Year 2023-24

2. DIVIDEND: i. Dividend Distribution Policy

In terms of Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the board of directors of the company has formulated and adopted the dividend distribution policy (the "Policy"). The copy of Policy is available on website of company at https://sambhv.com/ corporate-governance/

ii. Dividend

In the view of the requirements of own funds for expansion of business of the company, the directors of the company does not recommended dividend for the Financial Year Ended on March 31, 2025.

3. TRANSFER TO RESERVE :

No amount is proposed to be transferred to the reserves during the year under review.

4. OPERATIONS & PERFORMANCE OVERVIEW :

Indias manufacturing economy has experienced significant growth, with the steel industry serving as a cornerstone due to its critical role in infrastructure, automotive, and construction sectors. As one of the worlds top steel producers, India benefits from abundant raw materials like iron ore and a robust domestic demand driven by rapid urbanization and government initiatives like "Make in India. Indias steel sector stands at a pivotal juncture backed by strong domestic demand, rising production, strategic investments, and a drive towards sustainability. As the nation continues to invest in infrastructure and push forward with industrialisation, steel will remain a cornerstone of Indias economic transformation.

India, one of the fastest-growing markets, reached a steel pipe consumption of 13.56 million tons in 2024. According to IMARC Group, this is expected to grow to 27.76 million tons by 2033, at a CAGR of 7.65% during 2025–2033. Growth is being driven by rapid infrastructure development, expanding oil and gas projects, rising exports, government initiatives, and increasing demand for both seamless and welded pipes.

Sambhv Steel Tubes Limited is a leading domestic manufacturer of electric resistance welded ("ERW") steel pipes and structural tubes (hollow sections) and stainless steel coils, operating two strategically located, backward-integrated facilities in Raipur, Chhattisgarh.

As a backward integrated player, Sambhv created a new segment in the Industry and continued its high growth by expanding the production capacities of existing products and also diversifying the product portfolio in the last financial year.

In Fiscal 2025, the company expanded its portfolio by commencing production of galvanized (GP) coils, pre-galvanized (GP) pipes, and stainless steel HRAP and CR coils using captively produced stainless-steel blooms/slabs. The revenue from operations saw a 17.5% increase compared to the previous financial year reflecting healthy volume growth. EBITDA for FY 25 stood at H1546.31 million, marginally lower than H1598.72 million in the last fiscal year and net profit was H580.44 million, against H824.39 million the previous year. Operating cash flow for FY 25 stood at H1273.79 million, against H1424.28 million in the previous year.

On a per-tonne basis, EBITDA dropped to H5,321 from H7,161, mainly due to weaker price realization in steel pipes and tubes during Q2 and Q3. This pressure was largely driven by increased HR coil imports, which squeezed margins despite higher sales volumes.

Fueled by robust domestic demand, increasing production, strategic investments, and a commitment to sustainability, your Company is proactively fostering long-term customer partnerships while expanding its network with new collaborations. The Board of Directors is confident in the Companys promising outlook, anticipating enhanced performance and revenue growth in the upcoming year. They are optimistic that these initiatives will drive sustained success and long-term growth for the Company.

5. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

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

6. DEMATERIALISATION OF SHARES:

The breakup of the Equity Shares held in dematerialized and physical form as on March 31, 2025 is as follows:

MODE	SHARES	% to Capital
Shares in Demat mode with NSDL	213,702,899	88.67
Shares in Demat mode with CDSL	24,825,101	10.30
Shares in Physical mode	2,474,000	1.03
Total	241,002,000	100

The Company ISIN No. is INE12NJ01018, and Registrar and Share Transfer Agent is KFin Technologies Limited.

7. DEPOSITS FROM PUBLIC:

During the year under review, the Company has neither accepted nor renewed any deposits pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 including any modification, amendment and re-enactment thereto for the time being in force from the public.

8. MATERIAL CHANGES AND COMMITMENT:

There have been material changes and commitments, which affect the financial position of the Company during the year under review Further following are the material changes happened during the year under review:

During the Year, the Company has converted from Private Limited Company to Public Company at EOGM held on April 24, 2024, in addition the Company has made Alteration in the Memorandum of Association and in Article of Association by changing the name of the company from Sambhv Steel Tubes Private Limited to Sambhv Steel Tubes Limited.

During the Year, the Company has increased its Authorised share capital from 2500 million to 10,000 million EOGM held on August 28, 2024. In addition the Company has made Alteration in Clause 5 of Memorandum of Association.

During the Year, the Company has made Certain Alteration in Article of Association to align it with the SEBI Regulation at EOGM held on August 28, 2024.

The Members of the Company in Pursuance to Section 23, 62(1)(C) and applicable Provision of Companies Act, 2013 has passed Special Resolution in the EOGM held on September 12, 2024 to approve Initial Public Offer of the Equity Shares of the Company.

During the year, the Company increased the installed capacity of sponge iron to 280,000 MTPA, increased the installed capacity of HR coil to 390,000 MTPA, allocated the installed capacity of blooms/slabs for mild steel to

300,000 MTPA, increased the installed capacity of ERW and GI pipes to 350,000 MTPA and increased installed capacity of captive power plant to 25 MW.

The Company further Commissioned production of GP coils, GP pipes, SS HRAP coils, SS CR coils and stainless steel blooms/slabs with installed capacity of 60,000 MTPA and stainless steel HR coil with installed capacity of 60,000 MTPA

The Company acquired 100% of the equity share capital of Sambhv Tubes Private Limited, our Subsidiary pursuant to share purchase agreement dated September 13, 2024.

The Company acquired 26% of the equity share capital of Clean Max Opia Private Limited, our Associate pursuant to energy supply and share purchase agreement dated September 20, 2024.

9. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES AND LISTING ON STOCK EXCHANGES:

The Company successfully launched its Initial Public Offering (IPO), raising an aggregate amount of H5400 Million, comprising a fresh issue of equity shares aggregating up to H4400 Million and an offer for sale of equity shares aggregating up to H1000 Million. The equity shares of the Company have been listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on July 2, 2025, and are currently traded on the said Exchanges under the following codes:

BSE Scrip Code: 544430

NSE Scrip Symbol: SAMBHV

The proceeds from the IPO were utilised to meet various objectives, including the pre-payment or scheduled repayment of certain outstanding borrowings availed by the Company and for general corporate purposes.

In pursuant to the SEBI Regulations, the company has appointed CARE Ratings Limited as Monitoring Agency.

10. CHANGE IN SHARE CAPITAL: Authorised Capital:

As on March 31, 2025 the authorised capital of the Company stood at H10000 Million divided into 1,000,000,000 equity shares of Face Value of H10/- each.

During the financial year, the company has increased its authorised share capital from H2500 Million divided into 250,000,000 Equity Shares of Face Value of H10/- Each to H10000 Million divided into 1,000,000,000 Equity Shares of Face Value of H10/- each.

Paid-up Capital:

As on March 31, 2025, the paid up capital of the Company is H2410.02 Million divided into 241,002,000 equity shares of Face Value of H10/- each.

Further, the Company has raised funds aggregating to H5400 Million through an Initial Public Offering (IPO) of its equity shares by allotting 65,864,549 equity shares, comprising an offer for sale of 12,195,120 equity shares and a fresh issue of 53,669,429 equity shares out of which 53,446,115 were issued at an offer price of H82/- per equity share to all the allottees and 223,314 equity shares were issued at an offer price of H78/- per equity share, after a discount of H4/- per equity share to eligible employees.

Consequently, as on date the paid-up share capital of the Company increased from H2,410.02 Million, divided into 241,002,000 equity shares of H10/- each, to H2,946.71 Million, divided into 294,671,429 equity shares of H10/- each.

11. CONVERSION INTO PUBLIC LIMITED COMPANY:

The Company has been converted into a "Public Company" pursuant to the approval of the Members at the Extra Ordinary General Meeting held on April 24, 2024, with effect from the same date. Subsequently, the Company received a fresh Certificate of Incorporation consequent upon conversion from a Private Company to a Public Company, issued by the Registrar of Companies on July 9, 2024.

12. WEB LINK OF ANNUAL RETURN:

The Company is having website i.e. www.sambhv.com and annual return of Company has been published on such website.

13. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES

As on March 31, 2025, the Company has one wholly owned Subsidiary namely Sambhv Tubes Private Limited and an Associate Company namely Clean Max Opia Private Limited. A report on the performance and financial position of the Subsidiary as well as the Associate Company in form AOC-1 is annexed hereto as Annexure ‘A and forms part of this report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the companys corporate office at Office No. 501 to 511, Harshit Corporate, Amanaka, Raipur 492001, Chhattisgarh and the same are also available at our website i.e. www. sambhv.com

14. CORPORATE GOVERNANCE:

The company listed its security on stock exchanges in India and accordingly, it has to follow the corporate governance norms as prescribed by SEBI Listing Regulations in addition to those prescribed under Companies Act, 2013. The corporate governance report is annexed to this Report as

Annexure ‘B.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report (MD&A) for the year under review, in compliance with Regulation 34 (3) read with Para B of Schedule V of SEBI Listing Regulations has been annexed to this Report as Annexure ‘C.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of Six (6) Directors with an optimum combination of Executive and Non-Executive Independent Directors, including one Independent Women Director and two other Independent Directors. The details of Board and Committee composition, tenure of directors, number of meetings and other details are provided in the Corporate Governance Report which forms a part of this Annual Report.

i. Executive Directors:

During the year under review, there is change in Board of Directors of the company.

Mr. Vikas Kumar Goyal (DIN: 00318182), has been appointed as a Managing Director of the company for a period of Five years commencing from June 1, 2024 and ending on May 31, 2029, in the ExtraOrdinary General Meeting held on May 30, 2024. Further, Mr. Vikas Kumar Goyal (DIN: 00318182), has also been appointed as a Chief Executive Officer (CEO) of the company with effect from June 1, 2024.

Mr. Bhavesh Khetan (DIN: 10249740), Director of the Company, has also been designated as the Chief Operating Officer (COO) of the Company with effect from June 1, 2024.

Mr. Suresh Kumar Goyal (DIN: 00318141) has been appointed as a Chairman of Company with effect from June 1, 2024.

Further, all the directors have confirmed that they are not disqualified from being appointed as Directors, in terms of section 164 of the Companies Act, 2013.

ii. Non-Executive Independent Directors:

In terms of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the company shall comprise minimum six (6) members of which half of them must be an Independent Directors. Accordingly:

Mr. Kishore Kumar Singh (DIN: 00097156), has been appointed as a Non-Executive Independent Director of the Company in an Extra Ordinary General Meeting held on September 12, 2024 for a period of five years.

Mr. Manoj Khetan (DIN: 06395265), has been appointed as a Non-Executive Independent Director of the Company in an Extra Ordinary General Meeting held on September 12, 2024 for a period of five years.

Mrs. Nidhi Thakkar (DIN: 07587986), has been appointed as a Non-Executive Independent Director of the Company in an Extra Ordinary General Meeting held on September 12, 2024 for a period of five years.

All Independent Directors of the company have provided requisite declaration in terms of Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013, Regulation 16(1) (b) of SEBI (LODR) Regulations and rules made thereunder. In the opinion of Board of Directors, the Independent Directors have relevant pro_ciency, expertise and experience. Further all directors have confirmed that they are not disqualified from being appointed as Directors in terms of section 164 of the Companies Act, 2013.

iii. Key Managerial Personnel:

Mr. Vikas Kumar Goyal (DIN: 00318182), has been appointed MD as Managing Director & Chief Executive Officer (CEO) of the company with effect from June 1, 2024.

Mr. Niraj Shrivastava (FCS – F 8459) has been appointed as a Whole Time Company Secretary of the Company with effect from July 1, 2024 and appointed as the Compliance Officer of the Company with effect from September 5, 2024.

Ms. Anu Garg has been appointed as a Chief Financial Officer (CFO) of the Company with effect from July 1, 2024.

iv. Directors Retiring by Rotation:

Pursuant to section 152 of the Companies Act 2013, Mr. Bhavesh Khetan (DIN: 10249740) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

On recommendation of Nomination & Remuneration Committee, the board of directors of the company at its meeting held on August 30, 2025 approved reappointment of Mr. Bhavesh Khetan (DIN: 10249740), as Director subject to the approval of shareholders of the company.

17. MEETING OF BOARD AND COMMITTEES OF THE BOARD: a) Board Meetings:

The Board met 16 (Sixteen) times during the financial year 2024-25. The details of Board Meetings and attendance of Directors are given in the Corporate Governance Report which forms a part of this Annual Report.

b) Committee Meetings:

During the year under review, the Board has 7 (Seven) Committees viz: 1) Audit Committee 2) Nomination & Remuneration Committee, 3) Stakeholder Relationship

Committee, 4) Corporate Social Responsibility Committee 5) Risk Management Committee 6) Finance Committee and 7) IPO Committee. Details about the Committees, Committee Meetings and attendance of its Members are given in the Corporate Governance Report, which forms a part of this Annual Report. During the year under review, all recommendations of Audit Committee were accepted by the Board of Directors.

18. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS:

The Policy on Directors Appointment, Remuneration and Other details, approved by Board of Directors of the Company in terms of Provisions of Section 178(3) of the companies act, 2013 is available on companys website at https://sambhv. com/corporate-governance/.

19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Securities and Exchange Board of India (SEBI) vide its Master Circular dated July 11, 2023 provided guidance note on Board Evaluation by specifying the criteria for evaluation of performance of (i) Board as a Whole; (ii)Individual Directors (Including Independent Directors & Chairperson) and (iii) Committees of the Board.

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the Nomination and Remuneration Committee specified the criteria for evaluation and accordingly, undertook the performance evaluation of the Board, its Committees and Individual Directors were carried out. The criteria selected for evaluation and mechanism for evaluation were in line with the policy of company for performance evaluation of Board and its Committees as well as Directors.

The above said Policy is available on the Companys website, which can be accessed at https://sambhv.com/corporate-governance/ Further, in separate meeting of Nomination and Remuneration Committee held on March 31, 2025, the performance of Non- Independent Directors, Board as a whole and Chairman of the company were evaluated taking into consideration views received from all directors as well as other factors contributing to their performance.

The result of the evaluation was communicated to the Chairman of the Board of Directors.

20. PARTICULARS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES REMUNERATION:

Disclosure of ratio of the remuneration of the Executive Directors to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 as amended, is annexed to this report as Annexure ‘D.

Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report.

However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary.

The said information is available for inspection at the registered office of the Company during working days of the Company up to the date of the ensuing annual general meeting.

21. AUDITORS:

Statutory Auditor and Statutory Auditors Report:

Pursuant to Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014 M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration No.: 000756N/N500441), New Delhi, had been appointed as Statutory Auditors of the Company in the 7^th Annual General Meeting held on September 18, 2024 to hold office from the conclusion of the said Annual General meeting until the conclusion of the 12^th Annual General Meeting of the Company to be held for the financial year ending on March 31, 2029. The Auditors report on the Standalone and Consolidated financial statements for the FY 2024-25 do not contain any qualification, reservation or adverse remark requiring any explanation on the part of the Board. The observations given therein read with the relevant notes are self-explanatory. There are no frauds reported by the Auditors under section 143(12) of the Act. The Statutory Auditors Report is enclosed with the Financial Statements and forms a part of this Annual Report.

Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Account) Rule 2014, M/s Agrawal Jain & Co, Chartered Accountants, Raipur (Firm Registration No: 012935C), were appointed as an Internal Auditor of the Company for the financial year 2024-2025 in the Board Meeting held on August 2, 2024. Further, the Board of Directors has re-appointed M/s Agrawal Jain & Co., Chartered Accountants (Firm Registration No. 012935C), as an Internal Auditors of the Company for the financial year 2025-26. M/s Agrawal Jain & Co., have confirmed their willingness to be reappointed as an Internal Auditors of the Company and are submitting their reports on quarterly basis.

Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)

Amendment Rules, 2014, M/s AS Rao & Co., Cost Accountants, Hyderabad (Firm Registration No. 000326), was appointed as the Cost Auditors of the Company for the Financial Year 2024-2025, by the Board of Directors on August 2, 2024, to conduct the audit of the cost record of the company.

Further, The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s AS Rao & Co., Cost Accountants, Hyderabad (Firm Registration No. 000326) as the Cost Auditors of the Company for conducting the cost audit for the FY 2025-26. The necessary consent letter and certificate of eligibility was received from the cost auditors confirming their eligibility to be reappointed as the Cost Auditors of the Company.

Further, a resolution seeking Members approval for ratifying the remuneration payable to the Cost Auditors for the FY 2025-26 has been included in the notice convening 8^th Annual General Meeting for their rati_cation.

The Cost Audit Report for the FY 2024-25 shall be filed with the Central Government within the stipulated timeline.

The Cost accounts and records as required to be maintained under section 148(1) of the Act are duly made and maintained by your Company.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Agrawal & Agrawal, a firm of Company Secretaries in Practice, Raipur (Firm Registration No. P2005CG001100) to undertake the Secretarial Audit of the Company for the FY 2024-2025 in the Board Meeting held on August 2, 2024.

Pursuant to the amended provisions of Regulation 24A of SEBI Listing and Obligations and Disclosure Requirements (LODR) Regulations, 2015 and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and Board of Directors have approved and recommended the appointment of M/s Agrawal & Agrawal, a firm of Company Secretaries in Practice, Raipur (Firm Registration No. P2005CG001100), as Secretarial Auditors of the Company to conduct secretarial audit for a period of 5 (Five) years commencing from FY 2025-26 to FY 2029- 30, for approval of the Members at ensuing Annual General Meeting of the Company. Brief resume and other details of M/s Agrawal & Agrawal are separately disclosed in the Notice of ensuing AGM. M/s Agrawal & Agrawal, a firm of Company Secretaries, have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and

SEBI LODR Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

In terms of Section 204 of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed as Annexure‘E to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

22. REPORTING OF FRAUD:

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor, have not reported any instances of fraud committed in company by its officers, employees to the Audit Committee under section 143(12) of Companies Act, 2013 read with Rule 13(3) of Companies (Audit and Auditors) Rules, 2014, details of which need to be mentioned in this report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has constituted Corporate Social Responsibility (CSR) Committee. The details of Committee composition, number of meetings and other details are provided in the Corporate Governance Report which forms a part of this Annual Report.

During the year under review, the Company has spent a total sum of H20.82 million on the CSR activities as approved by the CSR Committee.

Brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure ‘F and forms a part of this Annual Report.

The above said Policy is available on the Companys website, which can be accessed at https://sambhv.com/corporate-governance/

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In compliance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a comprehensive Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Whistle Blower Policy aims to encourage directors, employees and other stakeholders to report any instances of unethical or improper activity, actual or suspected fraud or violation of the Code of Conduct without fear of retaliation. The policy also provides access to the Chairperson of the Audit Committee under certain circumstances.

The policy may be accessed on the Companys website at: https://sambhv.com/corporate-governance/ During the year under review, your Company has not received any complaints under the vigil mechanism.

25. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy in line with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to identify and evaluate business risks and opportunities. The Company has a system in place for identification of elements of risk which are associated with the accomplishment of the objectives, operations, development, revenue, regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The above said Policy is available on the Companys website, which can be accessed at https://sambhv.com/corporate-governance/ The development and implementation of Risk Management Policy has been covered in Management Discussion & Analysis Report, which forms part of Annual Report.

26. CODE OF CONDUCT:

In compliance with Regulation 17(5) of Listing Regulations, the Company has a comprehensive Code of Conduct (‘the Code) in place applicable to all the Senior Management Personnel and Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code provides guidance on ethical conduct of business and compliance of law. The Code is available on the Companys website, which can be accessed at https://sambhv.com/corporate-governance/

27. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:

In compliance with the provisions of SEBI (PIT) Regulations, 2015, the Board has formulated a Code of Internal Procedures and Conduct to regulate, monitor, and report trading by Insiders. This code outlines the guidelines and procedures to be followed, and the disclosures required by insiders when dealing with Company shares, while also warning them of the consequences of non-compliance.

The Code is available on the Companys website, which can be accessed at https://sambhv.com/corporate-governance/

28. INTERNAL CONTROL SYSTEM:

The Company has established robust internal control systems to ensure operational efficiency, reliability of financial reporting, and compliance with applicable laws and regulations. These systems include well-defined policies and procedures that facilitate the timely availability of accurate information, thereby enabling proactive risk management. Regular internal audits and reviews are conducted to assess the effectiveness of these controls, ensuring that any deviations are promptly addressed.

The Audit Committee and Board of Directors of the Company oversees the internal control framework, ensuring its adequacy and alignment with the organisations strategic objectives, thereby fostering a disciplined and constructive control environment across all levels of the organisation.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

The Particulars of Loans, Guarantees and Investments have been disclosed in the Note No.38 in Financial Statement.

30. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

31. RELATED PARTY TRANSACTIONS:

In compliance with the provisions of Companies Act, 2013 and of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors has formulated a policy on Related Party Transactions and the same is available on companys website at www.sambhv.com In compliance with the requirements of the Listing Regulations, the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transaction as approved by the Board may be accessed on the Companys website https://sambhv.com/corporate-governance/ . During the FY 2024–25, all related party transactions entered into by company were at arms length transactions and approved by the Audit Committee. Omnibus approval have been obtained from the Audit Committee in respect of transactions which were repetitive in nature and in ordinary course of business.

The company did not enter into any contract or arrangement, during the FY 2024–25, with related parties in terms of provisions of section 188(1) of the companies act, 2013. Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 and is attached as Annexure ‘G to this Annual Report.

In terms of IND AS – 24, details of related party transactions entered into by the company have been disclosed in the notes to the Standalone and Consolidated financial statements forming part of this report.

32. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has zero tolerance towards sexual harassment of woman at its workplace. The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

1. Number of complaints of Sexual Harassment received in the Year	-
2. Number of Complaints disposed off during the year	-
3. Number of cases pending for more than ninety days	-

34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

35. HUMAN RESOURCE:

The Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, the Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The un_inching commitment of employees is the driving force behind the Companys vision. Our Company appreciates the spirit of its dedicated employees.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

During the period under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

37. SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material order passed by the Regulator, Court or Tribunal impacting the going concern status and companys operation in future. However, members attention is drawn to the contingent liabilities, commitments given in the notes forming part of the financial statement annexed to this report.

38. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

In terms of provisions of section 134(3)(m) of the Companies Act, 2013, details on energy conservation, technology absorption and foreign exchange earnings & outgo are annexed to this report Annexure ‘H.

39. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) 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, the applicable accounting standards have been followed along with proper explanation relating to material departures if any; B. 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 ended March 31, 2025 and of the Profit of the Company for that period; C. The directors 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. The directors had prepared the annual accounts on a going concern basis.

E. 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. F. The directors had devised proper internal systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

40. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application have been made under the Insolvency and Bankruptcy Code, 2016, therefore there are no details of application or proceedings pending to disclose under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable

42. APPRECIATION:

The Board expresses its sincere gratitude for the continued support and cooperation extended by all stakeholders, including our valued shareholders and the regulatory authorities of the Central and State Governments, whose efforts have contributed to fostering a conducive environment for industrial and commercial growth.

The Companys improved performance is a result of ongoing enhancements across all functions and the efficient utilization of resources, which have together driven sustainable and profitable growth. The Directors wish to place on record their deep appreciation for the unwavering support received from employees and all stakeholders-including financial institutions, banks, government bodies, shareholders, clients, vendors, customers, and business associates.

For and on behalf of the Board of Directors of

Sambhv Steel Tubes Limited

 

Sd/-	Sd/-
Suresh Kumar Goyal	Vikas Kumar Goyal
(Chairman & Executive Director)	(Managing Director & CEO)
DIN: 00318141	DIN: 00318182

 

Place: Raipur

Date: August 30,2025