Scoda Tubes Ltd Directors Report

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(l)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26 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 influence. 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 confirmed that they are in compliance with Rules 6(l) 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.

During the year under review, Mr. Vipulkumar Vitthalbhai Patel (DIN: 03056403), Mr. Piyush Jashawantlal Shah (DIN: 06834051) and Mrs. Neha Maulik Soni (DIN: 02882840) have been appointed as an Independent Directors of the company for a period of five years w.e.f. September 10, 2024. Further, their appointments have been approved in the Annual General Meeting of the company held on September 18, 2024 for period of five years w.e.f. September 10, 2024, not liable to retire by rotation.

Further, Mr. Hitendrabhai babalbhai Patel (DIN: 09714795) and Mr. Bharatkumar Somabhai Patel (DIN: 09714804) have tendered their resignation from the post of independent directorship of the company w.e.f. September 11, 2024.

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/investor/Code%20And% 20Policy/Familiarization Programme%20for%20i ndependent%20directors.pdf

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, 2025, board comprises of 6 (Six) Directors out of which 2 (Two) Directors are Promoter Executive Directors, 1 (One) Director is Promoter Non-Executive Director 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. Jagrutkumar Rameshbhai Patel (DIN: 06785595) has been changed to Managing Director of the company for a period of five years w.e.f. September 10, 2024. Further, Subject to approval of members of the company and on the basis of

recommendation of Nomination and Remuneration Committee, the designation of Mr. Samarth Bharatbhai Patel (DIN: 08036100) has been changed to Chairman and Whole Time Director of the company for a period of five years w.e.f. September 10, 2024. Their appointments have been approved in the Annual General Meeting of the company held on September 18, 2024 for period of five years w.e.f. September 10, 2024, liable to retire by rotation.

Mr. Vipulkumar Vitthalbhai Patel (DIN: 03056403), Mr. Piyush Jashawantlal Shah (DIN: 06834051) and Mrs. Neha Maulik Soni (DIN: 02882840) have been appointed as an Independent Directors of the company for a period of five years w.e.f. September 10, 2024. Further, their appointments have been approved in the Annual General Meeting of the company held on September 18, 2024 for period of five years w.e.f. September 10, 2024, not liable to retire by rotation.

Further, Mr. Ravi Patel (DIN: 06785624), Mr. Vipulkumar Patel (DIN: 06785640), Mr.

Hitendrabhai babalbhai Patel (DIN: 09714795), Mr. Bharatkumar Somabhai Patel (DIN: 09714804) and Mrs. Payalben Jagrutkumar Patel (DIN: 10226726) have tendered their resignation from the post of directorship of the company w.e.f. September 11, 2024.

On the recommendation of Nomination and Remuneration Committee and subject to approval of members, the board of directors at their meeting held on September 01, 2025, decided to change the designation of Mr. Saurabh Amrutbhai Patel from Non-Executive Director to Executive Director for a period of five years w.e.f. September 01, 2025.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Jagrutkumar Rameshbhai Patel (DIN: 06785595), Managing 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 re-appointment. 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-ll issued by ICSI, of the person seeking reappointment as Directors are annexed to the Notice convening the 17^th Annual General Meeting.

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 Officer and Mrs. Nishita Mayank Sanghvi who is acting as Company Secretary and Compliance officer.

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. Jagrutkumar Rameshbhai Patel (DIN: 06785595) has been changed to Managing Director of the company for a period of five yeats w.e.f. September 10, 2024. Further, Subject to approval of members of the company and on the basis of recommendation of Nomination and

Remuneration Committee, the designation of Mr. Samarth Bharatbhai Patel (DIN: 08036100) has been changed to Chairman and Whole Time Director of the company for a period of five years w.e.f. September 10, 2024. Their appointments have been approved in the Annual General Meeting of the company held on September 18, 2024 for period of five years w.e.f. September 10, 2024, liable to retire by rotation.

Further, Mr. Ravi Patel has been appointed as Chief Financial Officer w.e.f. September 10, 2024. Mrs. Nishita Mayank Sanghvi has been appointed as Company Secretary and Compliance officer w.e.f. September 10, 2024.

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 Officer and Mrs. Nishita Mayank Sanghvi who is acting as Company Secretary and Compliance officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

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 17, 2025 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.

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) ln preparation of annual accounts for the year ended March 31, 2025, 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, 2025 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.

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.

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, 2025, 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.

The Audit Committee has been re-constituted by board of directors at their meeting held on September 10, 2024. 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.

IPursuant 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;

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.

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.

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.

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 Z 125.00 (Rupees One Hundred Twenty-Five Only) per Equity Share (including a premium of Z

115.00 (Rupees One Hundred Fifteen Only) per Equity Share) aggregating W 55.00 Cr. on October 21, 2024.

The details of utilization of Pre-IPO Placement proceeds as on the date of this report is provided as follows:

The Company has not raised any fund through issuance of securities during F.Y. 2023-24.

Further, pursuant to the initial public offering of Only) per equity share), aggregating to i?

1,57,14,200 (One Crore Fifty Seven Lacs Fourteen 220,00,00,000/- (Rupees Two Hundred Crore

Thousands Two Hundred) equity shares of if 10/- Only), the Company has allotted 1,57,14,200

each at the issue price of if 140/- (Rupees One equity shares to the successful applications on

Hundred Forty Only) per equity share (i.e. at the Monday, June 02, 2025.

premium of if 130/- (Rupees One Hundred Thirty

The details of utilization of IPO proceeds as on the date of this report is provided as follows:

The Company has not raised any fund through issuance of securities during F.Y. 2023-24.

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(l) 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.

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

equity share), aggregating to W 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. Further, the equity shares have been listed on BSE Limited and National Stock Exchange of India Limited on June 04, 2025.

Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. The Board is gratified and humbled by the faith shown in the Company by its members.

Other than mentioned above, 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.

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. 2024-25. The Board has appointed M Mr. Manish B. Analkat, Cost Accountants, (Membership No. 19378) as Cost Auditors of your Company for conducting cost audit for FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 is provided in the Notice of the ensuing AGM. The Cost accounts and records as required to be maintained under section 148 (l) of the Act are duly made and maintained by your Company.

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.

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment Initiative (ASHl) 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 2024-25 = Nil

(b) number of sexual harassment complaints disposed off during the year 2024-25 = Nil

(c) number of sexual harassment cases pending for more than ninety days during the year 2024-25 = Nil

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

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".

A well-defined 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.

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.

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

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".

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.

M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad (FRN:

102511W/W100298) were appointed as statutory auditor for the financial year 2023-24 to fill the casual vacancy caused by the resignation of HVG & Associates, Chartered Accountants, Ahmedabad (FRN: 135242W)

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder and Based on the recommendation of the Audit Committee and the Board of Directors, members of the company in its previous 16th Annual General Meeting held on September 18, 2024, appointed M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad (FRN: 102511W/W100298), as

Statutory Auditors of the Company for the second term of 5 (five) years commencing from the conclusion of 16th Annual General Meeting (AGM) to hold office till conclusion of the 21st Annual General Meeting (AGM) of the company to be held in the year 2029 whose period of office would expire on the conclusion of ensuing 21st Annual General Meeting.

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.

The Company has appointed M/s. Alap & Co. LLP, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an "Annexure - E - 1".

In light of the recent amendments in the SEBI Listing Regulations mandating appointment of Secretarial Auditor for a period of five years. Accordingly, the Board has recommended the

appointment of M/s Alap & Co. LLP, a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company for a term of 5 (five) consecutive years, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s Alap & Co. LLP have given their consent to act as Secretarial Auditors of the Company. 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 Listing Regulations.

The above reports contain relating to filing 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.

The Board of Directors of the Company has appointed M/s. P K N & Co., Chartered Accountant, Ahmedabad (Firm Registration No. 137148W), as an Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2024-25 and the Internal Auditor has presented the observations to the Audit Committee at their meeting held quarterly basis. Further, M/s. HVG & Associates, Chartered Accountant, Ahmedabad (FRN: 135242W) has been appointed as an internal auditor for the financial year 2025-26.

The Board of Directors of the Company hereby confirm 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).

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

The assets of your Company have been adequately insured.

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

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

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.

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.

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

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.

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) lssue of equity shares with differential rights;

iii) Issue of sweat equity shares;

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

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 confidence reposed in the Company and look forward to having the same support in all future endeavors.