Scoda Tubes Ltd Directors Report

To

The Members of Scoda Tubes Limited

The Board of Directors hereby submits the report of the business and operations of your Company, along with the Audited Financial statements, for the financial year ended March 31, 2026. .

FINANCIAL & OPERATIONAL HIGHLIGHTS ( in Millions)

Particulars	Standalone
	F.Y. 2025-26	F.Y. 2024-25
Revenue from operations	5,186.50	4,848.90
Other income	105.71	39.56
Total Income	5,292.21	4,888.46
Less: Total Expenses before Depreciation, Finance Cost and Tax	4,424.06	4,068.38
Operating Profits before Depreciation, Finance Cost and Tax	868.15	820.08
Less: Finance cost	248.66	219.79
Less:Depreciation	92.17	181.27
Profit / (Loss) Before Tax	527.32	419.02
Less: Current Tax	116.33	118.20
Less: Earlier year taxes	-	(1.00)
Less: Deferred Tax Liabilities/ (Assets)	(22.56)	(15.59)
Pro t/ (Loss) after tax (PAT)	388.43	317.41

FINANCIAL PERFORMANCE

During the year under review, the revenue from operation of the Company was stood at 5,186.50 Millions as against that of 4,848.90 Millions for previous year. Revenue from operation of the Company was increased by 6.96% over previous year.

Pro t before Tax for the financial year 2025-26 stood at 527.32 Millions as against that of 419.02 Millions for last year which state 25.85% Increase in Pro t before tax and the net profit after tax stood of 388.43 Millions for the financial year 2025-26 as against the net profit of 317.41 Millions for the financial year 2024-25 which state 22.37% increase in profit of the Company.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up, for the financial year ended March 31, 2026, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles.

DIVIDEND:

Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, no Dividend has been declared by the Directors during the Financial Year 2025-2026 (Previous Year Nil).

AMOUNT TRANSFERRED TO RESERVES:

Your directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.

CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing of coted or uncoated tubes, pipes, casings, hollows, blanks and made of sections, iron and steels or any alloy thereof with any other metal including steels tubes, seamless stainless steels pipes and tubes, seamless carbon steel tubes, seamless alloy steel tubes, brazed double walled stainless steel pipes and tubes, brazed double walled copper coated tubes and all types of tubes used in hydroelectric conduits whether or not reinforced, their parts, fittings and accessories made of iron and steel and other ferrous and non-ferrous materials or any combination thereof.

During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

INITIAL PUBLIC OFFERING (IPO) AND LISTING

The Company successfully completed its Initial Public Offering (IPO) of equity shares. The IPO consisted of a fresh issue of 15714200 equity shares of face value of 10.00 each, aggregating to 220,00,00,000/- (Rupees Two Hundred Twenty Crore Only). The Issue was approved by the shareholders in their Annual General Meeting held on September 18, 2024. Further, the company has obtained an in-principle for the proposed public issue from BSE Limited and National Stock Exchange of India Limited on December 18, 2024. The issue was open for subscription from Wednesday, May 28, 2025 to Friday, May 30, 2025 and received an overwhelming response from investors across categories including Qualified Institutional Buyers (QIBs), Non-Institutional Investors (NIIs), and Retail Individual Investors (RIIs). Further, the Anchor investor portion issue was opened and closed on Tuesday, May 27, 2025 i.e. One day prior to opening of the issue.Pursuant to the offering of 15714200 (One Crore Fifty Seven Lacs Fourteen Thousands Two Hundred) equity shares of 10/- each at the issue price of 140/- (Rupees One Hundred Forty Only) per equity share (i.e. at the premium of 130/- (Rupees One Hundred Thirty Only) per equity share), aggregating to 220,00,00,000/- (Rupees Two Hundred Twenty Crore Only), 47,14,200 equity shares to Anchor investors and 1,10,00,000 equity shares to other successful applicants on Monday, June 02, 2025.

Pursuant to the successful completion of the IPO, the equity shares of the Company were listed on main board of BSE Limited and National Stock Exchange of India Limited on June 04, 2025. The net proceeds from the fresh issue have been/will be utilized for the following purposes as stated in the offer document:

1. Capital expenditure towards expanding production capacity of seamless and welded tubes and pipes;

2. Funding the part incremental working capital requirements of our Company;

3. General Corporate Purpose

SHARE CAPITAL: Authorized Capital:

There is no change in the Authorized Share Capital of the Company during the year under review. The authorized share capital of the company as on March 31, 2026 is 65,00,00,000/- (Rupees Sixty Five Crore Only) divided into 6,50,00,000 (Six Crore Fifty Lacs) Equity Shares of Rupees 10/- (Rupees Ten Only) each.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

Issued, Subscribed & Paid-Up Capital:

The present Issued, Subscribed and Paid-up Capital of the Company is 59,90,89,000/- (Rupees Fifty-Nine Crore Ninety Lacs Eighty-Nine Thousand) divided in to 5,99,08,900 Equity Shares of 10.00 each.

Further, pursuant to the initial public offering of 1,57,14,200 (One Crore Fifty Seven Lacs Fourteen Thousands Two Hundred) equity shares of 10/- each at the issue price of 140/- (Rupees One Hundred Forty Only) per equity share (i.e. at the premium of 130/- (Rupees One Hundred Thirty

Only) per equity share), aggregating to 220,00,000/- (Rupees Two Hundred Twenty Crore Only), the Company has allotted 1,57,14,200 equity shares to the successful applicants on Monday, June 02, 2025.

A on the date of this report, the Issued, Subscribed and Paid-up Capital of the Company is 59,90,89,000/- (Rupees Fifty-Nine Crore Ninety Lacs Eighty-Nine Thousand) divided in to 5,99,08,900 Equity Shares of 10.00 each The entire Paid-up Equity share Capital of the Company during the year is listed at BSE Limited and National Stock Exchange of India Limited.

The required disclosures with respect to the Bonus issue, Preferential issue and public issue of shares areas follows:

Description	Particulars
Date of issue and allotment of shares	Date of shareholders approval: 10/09/2024;
	Date of allotment: 02/06/2025
Method of allotment	Initial Public Offering
Issue price	140
Conversion price	NA
number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities	0
number of shares or securities allotted to the promoter group (including shares represented by depository receipts);	0
in case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a registered valuer	Not applicable

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as the act) in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 20 (Twenty) times, viz April 16, 2025, April 17, 2025, April 30, 2025, May 14, 2025, May 16, 2025, May 22, 2025, May 27, 2025, May 30, 2025, June 02, 2025, June 24, 2025, August 05, 2025, August 11, 2025, August 13, 2025, September 01, 2025, October 01, 2025, November 05, 2025, November 11, 2025, January 30, 2026, February 25, 2026 and March 13, 2026.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 13, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://scodatubes.com/pdf/Policy/Terms-and-conditions-of-Independent-Director.pdf The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2026-27 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external in uence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have con rmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is https://scodatubes.com/pdf/Policy/Familiarizati on_Programme%20for%20independent%20direct ors.pdf

Information on Directorate:

The Company has a balanced board with optimum combination of Executive and Non-Executive Directors, including Independent Directors, which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance. As on March 31, 2026, board comprises of 6 (Six) Directors out of which 3 (Three) Directors are Promoter Executive Directors and remaining 3 (Three) are Non-Promoter Non-Executive Independent Directors.

During the year under review, subject to approval of members of the company and on the basis of recommendation of Nomination and Remuneration Committee, the designation of Mr. Saurabh Amrutbhai Patel (DIN: 07627068) has been changed from Non-Executive Director to Executive Director for a period of ve years w.e.f. September 01, 2025. Further, his appointments have been approved in the previous Annual General Meeting of the company held on September 29, 2025 for period of ve years w.e.f. September 01, 2025, liable to retire by rotation. In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Samarth Bharatbhai Patel (DIN: 08036100), Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks reappointment. The Board of Directors recommends his appointment on the Board. The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Secretarial Standards-II issued by ICSI, of the person seeking reappointment as Directors are annexed to the Notice convening the 18th Annual General Meeting.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Samarth Bharatbhai Patel (DIN: 08036100) who is acting as Chairman & Whole Time Director, Mr. Jagrutkumar Rameshbhai Patel (DIN: 06785595) who is acting as a Managing Director, Mr. Ravi Patel who is acting as Chief Financial Of cer and Mrs. Nishita Mayank Sanghvi Company who is acting as Company Secretary and Compliance of cer.

As on date of this report, the Company has Mr. Samarth Bharatbhai Patel (DIN: 08036100) who is acting as Chairman & Whole Time Director, Mr. Jagrutkumar Rameshbhai Patel (DIN: 06785595) who is acting as a Managing Director, Mr. Ravi Patel who is acting as Chief Financial Of cer and Mrs. Nishita Mayank Sanghvi Company who is acting as Company Secretary and Compliance of cer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, chairman and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held on March 13, 2026 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

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, con rm that: a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same 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 and of the profit or loss of the Company for that year; c) The Directors had 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 for the year ended March 31, 2026 on going concern basis; e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee:

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2026, the Audit Committee comprised Mrs. Neha Maulik Soni (Non-Executive Independent Director) as Chairperson, Mr. Piyush Jashawantlal Shah (Non-Executive Independent Director), Mr. Vipulkumar Vitthalbhai Patel (Non- Executive Independent Director) and Mr. Jagrutkumar Rameshbhai Patel (Managing Director) as Members.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Detailed Disclosure for Audit Committee is given in Corporate Governance Report annexure to this report.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee (the CSR Committee) with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The terms of reference of the Committee inter alia comprises of the following:

To formulate and recommend to the Board, a Corporate Social Responsibility Policy stipulating, amongst others, the guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual action plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;

To review and recommend the amount of expenditure to be incurred on the activities referred to in (1) and amount to be incurred for such expenditure shall be as per the applicable law;

To identify corporate social responsibility policy partners and corporate social responsibility policy programs;

To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;

To review and monitor the Corporate Social Responsibility Policy of the company and its implementation from time to time, and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

To do such other acts, deeds and things as may be required to comply with the applicable laws;

To take note of the Compliances made by implementing agency (if any) appointed for the corporate social responsibility of the Company; The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its corporate social responsibility policy, which shall include the following:

The list of corporate social responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act; the manner of execution of such projects or programmes as specified in the rules notified under the Companies Act; the modalities of utilisation of funds and implementation schedules for the projects or programmes; monitoring and reporting mechanism for the projects or programmes; and details of need and impact assessment, if any, for the projects undertaken by the Company;

To perform such other activities as may be delegated by the Board or speci ed/ provided under the Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory authority.

The Composition of the Corporate Social Responsibility Committee as ondate of this report are as under:

Name of Members	Category	Designation in Committee
Mr. Saurabh Amrutbhai Patel	Executive Director	Chairperson
Mr. Jagrutkumar Rameshbhai Patel	Managing Director	Member
Mr. Vipulkumar Vitthalbhai Patel	Independent Director	Member

During the year under review, CSR Committee Meetings were held on September 01, 2025 and March 13, 2026 in which requisite quorum were present. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities.

The CSR Policy may be accessed at the web link https://scodatubes.com/pdf/Policy/CSR%20Polic y.pdf The Annual Report on CSR activities in prescribed format is annexed as an Annexure A.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://scodatubes.com/pdf/Policy/Whistle%20Bl ower%20and%20Vigil%20Mechanism%20Policy.p df

NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://scodatubes.com/pdf/Policy/NOMINATION %20AND%20REMUNERATION%20POLICY.pdf

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financial year 2025-26 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

The Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

WEB LINK OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://scodatubes.com/pdf/Financials/Annual% 20Report/2025-26/Annual%20Return.pdf

RELATED PARTIES TRANSACTION

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identi cation and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://scodatubes.com/pdf/Policy/POLICY%20O N%20RELATED%20PARTY%20TRANSACTIONS.pdf

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE

Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 44,00,000 (Forty-Four Lacs) Equity Shares at an issue price of 125.00 (Rupees One Hundred Twenty-Five Only) per Equity Share (including a premium of 115.00 (Rupees One Hundred Fifteen Only) per Equity Share) aggregating 55.00 Cr. on October 21, 2024.

The details of utilization of Pre-IPO Placement proceeds as on 31-03-2026 is provided as follows:

Issue proceeds raised during the FY 2025-26	Modified Object, if any	Original Allocation ( in Million)	Modified allocation, if any	Funds Utilized ( in Million)	Amount of Deviation / Variation	Remarks if any
Capital expenditure towards expanding production capacity of seamless and welded tubes and pipes machinery and civil work General Corporate Purposes issue related expenses	--	550.00	--	550.00	--	--

Further, pursuant to the initial public offering of 1,57,14,200 (One Crore Fifty Seven Lacs Fourteen Thousands Two Hundred) equity shares of 10/- each at the issue price of 140/- (Rupees One Hundred Forty Only) per equity share (i.e. at the premium of 130/- (Rupees One Hundred Thirty

Only) per equity share), aggregating to 220,00,00,000/- (Rupees Two Hundred Crore Only), the Company has allotted 1,57,14,200 equity shares to the successful applications on Monday, June 02, 2025.

The details of utilization of IPO proceeds as on 31-03-2026 is provided as follows:

Issue proceeds raised during the FY 2025-26	Modified Object, if any	Original Allocation ( in Million)	Modified allocation, if any	Funds Utilized ( Million)	Amount of Deviation / Variation	Remarks if any
Capital Expenditure towards expanding Production capacity of seamless and welded tubes and pipes	--	769.90	--	567.88	--	--
Funding the part incremental working capital requirements of our company	--	1100.00	--	695.87	--	--
General Corporate Purpose	--	137.39	--	117.12	--	--
Offer related expenses	--	192.71	--	192.71	--	--

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each executive director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - B.

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 provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

MATERIAL CHANGES AND COMMITMENT

Post closure of financial year, there have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to maintain the cost records and accordingly the Company has maintained the Cost record for F.Y. 2025-26. The Board has appointed Mr. Manish B. Analkat, Cost Accountants, (Membership No. 19378) as Cost Auditors of your Company for conducting cost audit for FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing AGM. 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.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

(a) number of complaints of sexual harassment received in the year 2025-26 = Nil (b) number of sexual harassment complaints disposed off during the year 2025-26 = Nil (c) number of sexual harassment cases pending for more than ninety days during the year 2025-26 = Nil

MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as

Annexure - C.

RISK MANAGEMENT

A well-de ned risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations. The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board. Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

The Company does not have any Subsidiary, Joint venture or Associate Company.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as

Annexure - D.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad (FRN: 102511W/W100298) were appointed as Statutory Auditors of the Company at the 16th Annual General Meeting held on September 18, 2024, for a term of five consecutive years.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing from FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

Based on the recommendation of the Audit Committee and the Board, the Shareholders of the Company, at the AGM held on September 29, 2025, approved the appointment of M/s. ALAP & CO. LLP Practicing Company Secretaries (FRN: L2023GJ013900), as the secretarial auditors of the Company for a period of five years, for conducting secretarial audit of the Company for the period beginning from FY2025-26 through FY2029-30. The Report by the Secretarial Auditors of the Company is annexed to this Report as Annexure E - 1. The above reports contain observations related to the delayed ling of ROC forms beyond the statutory time period. The Management has assured that such delays will be avoided in the future and that greater attention will be paid to compliance with statutory timelines The Annual Secretarial Compliance Report for the financial year ended March 31, 2026 issued by M/s. ALAP & CO. LLP, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an Annexure E 2. The above reports contain relating to ling of ROC form beyond the statutory time period and Management will take care of minute things in near future and will not repeat the same.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed M/s. HVG & Associates, Chartered Accountant, Ahmedabad (Firm Registration No. 135242W), as an Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2025-26 and the Internal Auditor has presented the observations to the Audit Committee at their meeting.

LARGE ENTITY

The Board of Directors of the Company hereby con rm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INSURANCE

The assets of your Company have been adequately insured.

IPROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and financial institution.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.scodatubes.com containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

ADOPTION OF IND-AS

The company has prepared the opening balance sheet as per Ind AS as of 1 April 2021 (the transition date) by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities.

There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

DETAILS OF THE DESIGNATED OFFICER

Mrs. Nishita Mayank Sanghvi, Company Secretary & Compliance of cer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

SECRETARIAL STANDARDS OF ICSI

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company.

SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

ii) Issue of equity shares with differential rights; iii)Issue of sweat equity shares;

iv)There is no revision in the Board Report or Financial Statement;

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued con dence reposed in the Company and look forward to having the same support in all future endeavors.

For and on behalf of the Board of Directors
For, Scoda Tubes Limited

Samarth Bharatbhai Patel	Jagrutkumar R. Patel
Chairman and Whole-time Director	Managing Director
DIN: 08036100	DIN: 06785595

Registered Office
Survey Nos. 2437, 2442, 2443, 2446,
Ahmedabad-Mehsana Highway, Village. Rajpur, Tal. Kadi, Dist. Mahesana, Gujarat, India, 384440.

Place: Kadi, Mehsana
Date: August 31, 2026