Swastik Pipe Ltd Directors Report

TO THE MEMBERS

Your Board of Directors hereby submits the 52 nd (Fifty Second) Annual Report on the Business and Operations of the Company (the Company or Swastik Pipe Limited), along with Audited Financial Statements and Auditors Report thereon, for the for the financial year (FY) ended March st 31 , 2025. Further, in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Company has made all the requisite disclosures in this Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. CORPORATE OVERVIEW

The Company was incorporated in 1973 and has thereafter transformed to being one of the leading manufacturers of high-quality Steel pipes used in various sectors of an economy. Your Company is a growing player in the international space and got listed on NSE Limited since 2022 in SME Category . Your Company has its corporate headquarters in Delhi.

Financial Performance (INR in Lacs)

Particulars	Current Year ended 31 st March, 2025	Previous Year ended 31 st March, 2024
Gross T urnover and other receipts	74798.61	72961.50
Less Total expenses	72824.18	69984.77
Profit/(Loss) before Interest and Depreciation	1974.43	2976.73
Less: Interest	2351.76	1757.68
Profit/(Loss) Before Depreciation	(377.33)	1219.05
Less: Depreciation	570.74	526.67
Profit/(Loss) Before Tax	(948.08)	692.38
Less: Provision for taxation (Deferred Tax)	(226.29)	179.22
Profit/(Loss) After Tax	(721.79)	513.16
Earning Per Share	(3.11)	2.21
Face Value Per Share	10	10

During the year ended 31st March, 2025 the company has produced 56,107 M.T. (Previous Year 57,059 M.T.) of Steel Pipes & Tubes/Structures and achieved the production of 42,360 M.T. (Previous Year 28,955 M.T.) of Cold Rolled Strips/ Coils/ HRPO Sheet

STATE OF AFFAIRS

The principal activity of the company is manufacturing of ERW Black Pipe, Galvanized Steel Tubes, Cold Rolled Strips, S.T. Poles, Solar Mounting Structures, etc. The Company has two production plants at Bahadurgarh, Haryana and at Kosi Kalan, U.P.

Management assessed that there is no doubt on the entitys ability to continue as Going Concern and the entity will continue its operations for the foreseeable future and the entity expects to recover the carrying amount of the assets.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the company during the Financial Year ending 31 st March, 2025 under review.

DIVIDEND

Your Company has incurred heavy losses during the year.

No final dividend has therefore been recommended for the year ended March 31st, 2025.

SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

As on March 31, 2025, the Authorized Share Capital of the Company is INR 26,25,00,000 (Indian Rupees Twenty Six Crores Twenty Five Lacs Only) comprising 2,62,50,000 (Two Crores Sixty Two Lacs Fifty Thousand Only) Equity shares of INR 10 each ranking pari-passu in all respect with the existing Equity shares of the Company.

As on March 31, 2025, the issued, subscribed and paid-up equity share capital stands at INR 23,23,14,600 (Indian Rupees Twenty Three Crore Twenty Three Lacs Fourteen Thousand and Six Hundred Only) comprising 2,32,31,460/- ( Two Crore Thirty Two Lakh Thirty One Thousand Four Hundred and Sixty ) Equity shares of INR 10 each ranking pari-passu in all respect with the existing equity shares of the Company. The Company has only one class of equity shares with face value of INR 10 each, ranking pari-passu.

DEPOSITS

During the year, the Company has not accepted any public deposits as well as not renewed any existing deposits. However, the company has accepted unsecured loans from the promoters group / director under the bank stipulation.

CORPORATE GOVERNANCE REPORT

The Corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of Sub- regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (Listing Regulations) are not applicable to the Company. However, the Company consistently strives to ensure that the best corporate governance practices are adopted and followed in its functioning and administration.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A REPORT)

The MD&A Report is presented in a separate section and forms an integral part of this Annual Report inter-alia covering details of the overall industry structure, economic developments, performance and state of affairs of the Companys business, risk management systems and other material developments during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The principal activity of the company is manufacturing of ERW Black Pipe, Galvanized Steel Tubes, Cold Rolled Strips, S.T. Poles, Solar Mounting Structures, etc. The Company has two production plants at Bahadurgarh, Haryana and at Kosi Kalan, U.P.

Management assessed that there is no doubt on the entitys ability to continue as Going Concern and the entity will continue its operations for the foreseeable future and the entity expects to recover the carrying amount of the assets.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year there has been no change in the Registered office of the company, the address of Registered Office is as 1/23B, First Floor, Asaf Ali Road, Dayaganj, Delhi-110002.

STATUTORY AUDITORS

M/s. O. Aggarwal & Co having FRN 005755N, Chartered Accountants, had been appointed as the Statutory Auditor of the Company to hold office for 5 years in the Annual General Meeting held on 28 th September, 2023. The Auditors Report for the financial year 2024-2025 does contain a qualification, reservation or adverse marks. Statement of Impact to the same has thus also been provided in the Annual Report of the Company.

COST AUDITORS

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act 2014, the audit of the cost accounts pertaining to both units located at Asaudah & Kosi Kalan is carried out every year. Your Board has, on the recommendation of the Audit Committee, appointed M/s N N & Associates, Cost Accountants as Cost Auditors to conduct cost audit of the accounts maintained by the company in respect of both units located at Asaudah & Kosi kalan for the year ended 31/03/2025. The Board recommends ratification of their remuneration by members at the ensuing Annual General Meeting.

SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 inter-alia requires every Listed Company to annex with its Boards report, a Secretarial Audit Report in Form No.MR.3 given by a Company Secretary in practice.

The Board of Directors of the Company have appointed M/s Prachi Bansal& Associates, (Proprietor Prachi Bansal, and Membership No. A43355 & CP No. 23670) Company Secretaries, to conduct the Secretarial Audit and their Report on Companys Secretarial Audit is appended to this Report as Annexure I.

COMMENTS ON AUDITORS REPORT

The comments made by M/s. O. Aggarwal & Co, Chartered Accountants, Statutory Auditors, in their audit report read with the notes forming part of the Financial Statements are with Qualification and as such Statement of Impact of AUDIT QUALIFICATION has been provided by the Board of Directors of the Company.

REPORTING OF FRAUD BY THE AUDITORS

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors has not reported any incident of fraud which are committed against the Company by officers or employees of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

An active and informed Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders value and growth.

The Board provides strategic guidance and direction to the Company to help achieve its vision, long-term strategic objectives and to protect the interest of the stakeholders. As on March 31, 2025, the Board was comprised of 05 (Five) Directors as mentioned in Table below:

Sr No Name of Director	DIN No.	Designation
1 Mr. Sandeep Bansal	00165391	Managing Director
2 Mr. Sandeep Khuda	10216339	Whole Time Director
3 Mr. Rajinder Kumar Anand	08132362	Independent Director
4 Mr. Vishal Dugar	00444076	Independent Director
5 Ms. Bhavnesh	10075526	Independent Director

During the year under review, below are the changes that occurred in the composition of Directors and KMP during the financial year 2024-2025.

Sh. Surendra Kumar Goel (DIN: 08975800), Director resigned w.e.f 31 st January, 2025 due to his personal reasons.

Mr. Pardeep Jain appointed as Whole Time Director of the Company w.e.f 12 th June 2025.

Mr. Sandeep Khuda (DIN: 02421177) Director resigned w.e.f 24 th June, 2025 due to his personal reasons.

Ms. Sonia Vaid resigned as Company Secretary of the Company w.e.f 19/07/2024 and Mr. Tarun got appointed as Company Secretary of the Company on 05.09.2024.

Mr.Sunil Kumar Jha, Chief Financial Officer resigned w.e.f 28 /05/2025 and Mr. Sunil Gautam was promoted as Chief Financial Officer (CFO) w.e.f from 28 th May, 2025.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 6 (Six) times during financial year 2024-25. The intervening gap between any two meetings was within the time prescribed under Companies Act, 2013. (19/04/2024, 29/05/2024, 28/08/2024,14/11/2024,30/01/2025 and 28/02/2025 )

COMPOSITION OF COMMITTEES OF THE BOARD :

AUDIT COMMITTEE:

The Board of Directors of the Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder the tems of reference of the Audit Committee has been approved by the Board of Directors.

As on March 31,2025, the Audit Committee was comprised of 03 (Three) Directors as mentioned in table below:

1. Shri. Vishal Dugar (DIN: 00444076) Independent Director (Chairman),

2. Sh. Sandeep Bansal (DIN: 00165391), Executive Director,

3. Ms. Bhavnesh (DIN:10075526 ) Independent Director of the Company as on 31/03/2025.

During the year 2024-2025, the following meetings were held on 29/05/2024,28/08/2024,14/11/2024 and 28.02.2025 .All the members of the audit committee attended the meetings. The Board has accepted all recommendations made by the Audit Committee during the year.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee consists of :

1. Shri. Vishal Dugar (DIN: 00444076), Independent Director (Chairman),

2. Mr. Sandeep Bansal (DIN: 00165391), Managing Director,

3. Ms. Bhavnesh (DIN:10075526 ) Independent Director of the Company as on 31/03/2025.

During the year 2024-2025, the meeting was held on 28/08/2024 and all the members of the committee attended the meetings.

NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee consists of :

1. Shri. Vishal Dugar (DIN: 00444076), Independent Director (Chairman),

2. Sh. Rajinder Kumar Anand (DIN: 08132362), Independent Director.

3. Ms.Bhavnesh(DIN: 10075526), Independent Director as on 31/03/2025.

During the year 2024-2025, the meetings were held on 29/05/2024, 28/08/2024, 14/11/2024 and 28/02/2025.All the members of the committee attended the meetings.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of

1. Shri. Vishal Dugar (DIN: 00444076), Independent Director (Chairman),

2. Mr. Sandeep Bansal (DIN: 00165391),Managing Director (Member),

3. Ms. Bhavnesh (DIN:10075526 ) Independent Director of the Company as on 31/03/2025.

The board on 29/02/2024 in terms of section 178 (5) of the Companies Act, 2013 constituted a committee of Stakeholder Relationship for address all grievances of Shareholders/ Investors and listing of our shares in future.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on Directors appointment and remuneration including criteria for determining qualification, skills, positive attributes, independence of Directors and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013 and under listing Regulations (duly reviewed),is also available on the website of the Company

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year 2024-25 with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions, therefore the information required under Form AOC 2 is Not applicable.

The transactions with Related Parties as per requirement of Indian Accounting Standard -24 are disclosed in Notes 64 (b) of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors, from time to time, in compliance with the Listing Regulations and Sections 177 and 188 of the Companies Act, 2013 and its Rules and listing Regulations.

A Policy on Related Party Transactions, (as amended), specifying the manner and criteria of entering into said transactions has been formulated and the same is available on the website of the Company https://swastikpipes.com/policies=

RISK MANAGEMENT

The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16 th May, 2015 which has been amended, and the same is available on the Companys website i.e. https://swastikpipes.com/policies/=

The Audit Committee/ Board of Directors review the efficacy of the Enterprise Risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Board of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12 th August, 2014. The said Policy has been duly amended and approved by the Board of Directors at their meeting held on the 11 th August 2022.

In exceptional cases, where a whistle blower, due to the gravity and seriousness of the concern or grievance or due to his/her being not satisfied with the outcome of the investigation and the decision, he/she can have personal and direct access to the Chairperson of the Audit Committee.

The status of the complaints under the Vigil Mechanism, if any, is placed before the Audit Committee and Board, on a quarterly basis. During the year under review, no complaint was received by the Company under Vigil Mechanism/ Whistle Blower Policy.

The Policy on Vigil mechanism/ Whistle blower, (duly reviewed), is available on the Companys website i.e https://swastikpipes.com/policies/=

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and non-executive directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the Board consists of 6 members, three of whom are executive or whole-time directors and three are nonexecutive independent directors.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, has been adopted by the Board of Directors. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. Further, the Board is of the Opinion that independent Director appointed during the year posses necessary experience have integrity,

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the regulators/courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 39 to the financial statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business. All related party transactions are negotiated an arms length basis and are intended to further the Companys interests.

There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. Your Directors draw attention of the members to Note 40 to the financial statement which sets out related party disclosures.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE).

Listing fee has been duly paid to NSE for the Financial Years 2024-25.

DISCLOSURES

• Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to your Company.

• Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Clause (m) of subsection (3) of the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:

(Rs in Lakhs)

Sl. No. Particulars	For the Financial Year ended on 31.03.2025	For the Financial Year ended on 31.03.2024
(i) Expenditure in Foreign Currency
Travelling expenses	-	-
Imported Materials	-	116.48
Purchase of Material	-
Total	NIL	NIL
(ii) Earnings in Foreign Currency	Nil	-
Sale of Flats/Plots/Farms etc.	Nil	Nil

SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company (permanent, contractual, temporary and trainees) are covered in this Policy.

Following is the summary of sexual harassment complaints received and disposed off during the calendar year:-

No. of complaints received during the financial year 2024-25	: 00
No. of complaints disposed of during the financial year 2024-25	: 00
No. of complaints pending as on 31 st March, 2025	: Nil

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

In compliance with Companies Act, 2013 and Rules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s at its respective meetings held on the 11 th August, 2022, have duly reviewed and amended the following Policies/ Criteria/Programs, and, the same are available on the website of the Company at i.e. https://swastikpipes.com/= under the head Statutory Information (APIL Criteria and Policies)Policy for Determination of Materiality of Events/Information.

1. Policy on Preservation of Documents.

2. Corporate Social Responsibility Policy.

3. Board Diversity Policy.

4. Policy on Related Party Transactions.

5. Policy on Remuneration of Directors, Key Managerial Personnel & Other Employees.

6. Criteria of making payment to Non-Executive Directors of the Company.

7. Policy for Material Subsidiary Companies.

8. Criteria for Performance Evaluation of Board & Independent Directors.

9. Code of Conduct for Directors (Including Independent Directors) and Senior Management.

10. Vigil Mechanism/ Whistle Blower Policy.

11. Familiarization Program for Independent Directors.

12. Code of Fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd in terms of SEBI (Prohibition of Insider Trading) Regulations 2015.

13. Enterprise Risk Management.

14. Policy on Archival of Events and Information.

15. Policy for orderly succession for appointment to the Board of Directors and senior management.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is not required to adopt a policy for prevention of Sexual Harassment of Women at workplace as the Company having less than 10 women Employees at its workplace.

VIGIL MECHANISM

Your Company has adopted a Vigil Mechanism Policy. The purpose of the policy is to enable employees to raise concerns about unacceptable improper practices and/or a The Audit Committee reviews the same from time to time. No concerns or irregularities have been reported till date.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as :

Sl. No. Name	Designation	Annual Salary (FY 24-25)
1 Sandeep Bansal	Managing Director	2160000
2 SURENDRA KUMAR GOEL	Director	1860000
3 Sunil Kumar Jha	CFO	1733004
4 Chandan Kumar Singh	Plant Head	1439880
5 Sandeep Khuda	Director Marketing	1200000
6 Sh. Rakesh Jain	Finance Head	1103376
7 Yashika Bansal	Digital Creator	1085004
8 Himanshu Gupta	DCFO	1026000
9 Ravi Shekhar	VP Marketing	962400
10 Vishesh Kumar	Quality Manager	856800

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

A formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors during the year.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURE

The company does not have any subsidiary company nor any Joint Venture.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

DIRECTOR RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

(e) 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.

(f) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

Insolvency Proceedings

During the period under the review, the Company has neither made any application against any other entity nor an application has been made against the Company.

One time Settlement

During the period under review, the Company has not applied for any Settlement of Loan from bank and therefore, no valuation for such purpose was made.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Retun in fom MGT-9 as required under section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 was omitted pursuant to Companies (Amendment) Act 2017 w.e.f. 5th March, 2021. Accordingly, the extract of Annual Retun in Fom MGT-9 is not attached with the Board Repot. The copy of Annual Retun can be accessed at Companys website at www.swastikpipes.com

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments and other stakeholders including customers, vendors, financial institutions, banks, investors and service providers.

For and on behalf of the Board
Of Directors of Swastik Pipe Limited
sd/-	sd/-
(SANDEEP BANSAL)	(PARDEEP JAIN)
DIN: 00165391	DIN: 06375075
PLACE: NEW DELHI
DATED: 27/08/2025