Texmo Pipes & Products Ltd Directors Report

Your Company has not invited/accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and Rules made there under, during the year under review.

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part ofthis Boards Report and is annexed as Annexure - B.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions. The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 for the financial year 2024-25 in the prescribed format, AOC 2 has been enclosed with the report as Annexure - C.

The Statutory Auditors M/s Anil Kamal Garg & Company, Chartered Accountants, Indore (Firm Registration No. 004186C) was re-appointed in 15th Annual General Meeting (AGM) held on September 26, 2023 for second term of five consecutive years starting from the conclusion of 15^th AGM to hold office till the conclusion ofthe 20* AGM.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013 and other applicable provisions, on the recommendation of the Audit Committee, the Board of Directors of your Company has appointed CS Dinesh Kumar Gupta, Practicing Company Secretary, Indore (M.P.), (C.P No. 4715 & Peer Review certificate no. 6623/2025), as secretarial auditors for a term of 5 (five) consecutive years commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the Members at the ensuing Annual General Meeting. The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Saurabh Parikh and Associates, Cost Accountants, (Firm Registration No. 101495) as Cost Auditor of the Company, for the financial year ending 31^st March 2026, on a remuneration as mentioned in the Notice convening the 17^<h Annual General Meeting for conducting the audit ofthe cost records maintained by the Company.

A Certificate from M/s. Saurabh Parikh and Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 ofthe Act and Rules framed thereunder.

A resolution seeking Members approval for remuneration payable to Cost Auditor forms part of the Notice of the 17^th Annual General Meeting ofthe Company and same is recommended for your consideration.

The Company is required to maintain Cost Records as specified by the Central Government under sub-section (1) of section 148 ofthe Companies Act, 2013.

Accordingly, the Company has made and maintained such accounts and records.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Company has obtained a Secretarial Audit Report in the prescribed Form MR-3, from CS Dinesh Kumar Gupta, Company Secretary in practice, Indore (M.P.). The Company has also taken Secretarial Compliance Report during the year from Secretarial Auditor as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 requirement. The Secretarial Auditor Report dated 11.08.2025 is annexed herewith as Annexure - D. The Secretarial Auditor has observed qualifications as above in the report as under:

a) The SEBI has filed a civil appeal dated 02.12.2022 with Supreme court of India against impugned final order dated 30.09.2022 of the Honble Securities Appellate Tribunal, Mumbai. Appeal is regarding set aside of penalty of Rs. 25.00 Lacs under Section 23E of SCRA imposed on the company. On 15.03.2024, Honble Supreme Court issued notice and tagged the matter with CA No. 4741/2021. The notice was received by the company on 13.04.2024. The company has filed counter affidavit dated 05.02.2025 before Honble Supreme Court of India. The matter continues to be sub judice before the Honble Supreme Court.

b) The company has filed appeal dated 12.10.2023 before Securities Appellate Tribunal, Mumbai on 14.10.2023 against the Order No. QJA/AA/IVD/ID4/24247/2022-23 dated 28.02.2023 (received on 15.03.2023) passed by The WTM of SEBI. Honble Securities Appellate Tribunal (SAT) has passed an order dated 24.10.2024 (received on 05.11.2024) in which it has set aside the Orders of SEBI thereby remitting to SEBI to pass fresh directions in accordance with law and directing the appellant to produce documents before the SEBI within a period of 4 weeks from the date of Order. Also, a review application has been filed by SEBI before the Honble Securities Appellate Tribunal (SAT), wherein SAT has passed an Order dated 17.12.2024 (Downloaded from Website on 23.12.2024) in which it has modified its earlier Order dated 24.10.2024 only to the extent of quashing the directions issued against the company and its concerned directors in various paras of impugned Order dated 28.02.2023. On the basis of submission of documents by the company before Quasi Judicial Authority (QJA), SEBI it has passed an Order dated 20.02.2025 (received on 25.02.2025), in which it has relaxed the debarment of the company, Mr. Sanjay Kumar Agrawal and Mr. Vijay Prasad Pappu to access the capital market till the period already undergone. Also directed the company to call back the book entry loan from the accounts of Tapti Pipes & Products Limited FZE i.e. outstanding amount of GDR proceeds and credit the same in its bank account in India within a period of three months under supervision of its Audit Committee. In respect of the same, the company has filed an Appeal dated 11.04.2025 before the Honble SAT, Mumbai within the prescribed timeline. After various hearings and orders, the matter is still pending before the said authority.

c) The company has filed Form MGT-14 after closure of financial year along with additional fees.

The comments of the Board on the above are as under:

a) The Appeal filed is regarding set aside of penalty of Rs. 25.00 Lacs under Section 23E of SCRA imposed on the Company against the Appeal Order dated 30.09.2022 ofthe Honble Securities Appellate Tribunal, Mumbai and is tagged under the matter with Civil Appeal No. 4741/2021 which is already pending before issuance of this Order of Tribunal dated 30.09.2022 with the Honble Supreme Court. The company has filed counter affidavit dated 05.02.2025 before Honble Supreme Court of India. The matter continues to be sub judice before the Honble Supreme Court.

b) The Company after perusal and analysis of the said order and in consultation with the Counsel with their due advice and legal opinion has filed an appeal dated 12.10.2023 before the Honble Securities Appellate Tribunal, Mumbai on 14.10.2023 against the said Order dated 28.02.2023 passed by the Whole Time Member of SEBI. After various hearings and orders, the matter is still pending before the said Tribunal. However, the amount of USD 3.49 million as mentioned by SEBI, was already received by Tapti Pipes & Products Limited FZE, the Wholly Owned Subsidiary of Texmo in September, 2012 and had additionally furnished a Certificate from a Chartered Accountant stating the same before the Tribunal.

In response to such appeal, Honble SAT has passed an order dated 24.10.2024 in which it has set aside the Orders of SEBI thereby remitting to SEBI to pass fresh directions in accordance with law and directing the appellant to produce documents before the SEBI within a period of 4 weeks from the date of Order. Also, a review application has been filed by SEBI before the Honble SAT, wherein SAT has passed an Order dated 17.12.2024 in which it has modified its earlier Order dated 24.10.2024 only to the extent of quashing the directions issued against the company and its concerned directors in various paras of impugned Order dated 28.02.2023. On the basis of submission of documents by the company before Quasi Judicial Authority (QJA), SEBI it has passed an Order dated 20.02.2025, in which it has relaxed the debarment of the company, Mr. Sanjay Kumar Agrawal and Mr. Vijay Prasad Pappu to access the capital market till the period already undergone. Also directed the company to call back the book entry loan from the accounts of Tapti Pipes & Products Limited FZE i.e. outstanding amount of GDR proceeds and credit the same in its bank account in India within a period of three months under supervision of its Audit Committee. In respect of the same, the company has filed an Appeal dated 11.04.2025 before the Honble SAT, Mumbai within the prescribed timeline. The matter is pending before the said authority.

c) The Company has filed the form after the date due to inadvertence and owing to gap in internal office information.

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

During the Financial Year 2024-25, there has been no change in the Authorized Share Capital of the Company & there has been no change and increase in issued, subscribed and paid-up share capital of the Company.

As on 31.03.2025, the Company has authorized share capital of Rs. 36,00,00,000/- divided into 3,60,00,000 Equity Shares of Rs. 10/- each & issued, subscribed and paid-up share capital stands at Rs. 29,19,50,000/- divided into 2,91,95,000 Equity Shares ofRs. 10/- each.

The Company has not issued any shares under employees stock options scheme pursuant to provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Vijay Prasad Pappu (DIN: 02066748), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Mr. Vijay Prasad Pappu has given declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

During the year under review, Dr. Smita Hajari (DIN: 08763920), an Independent Director of the Company whose period of office is liable to expire on July 23, 2025, the Board of Directors in its meeting held on August 13, 2024 based on recommendation ofNomination and Remuneration Committee, and approval ofmembers ofthe Company at the 16th Annual General Meeting held on September 27, 2024 approved re-appointment of Dr. Smita Hajari (DIN: 08763920) as an Independent Director of the Company for a second term of 5 consecutive years with effect from July 24, 2025 pursuant to Section 149 (including other applicable provisions if any) of the Companies Act, 2013 and Rules thereof including amendments thereunder and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, including amendments thereunder.

In compliance with Section 149(7) of the Act, all Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dr. Smita Hajari (DIN: 08763920), an Independent Director of the Company re-appointed as an Independent Director of the Company for a second term of 5 consecutive years with effect from July 24, 2025 by the Board of Directors of the Company in its meeting held on August 13, 2024 based on recommendation ofNomination and Remuneration Committee, and approval of members of the Company at the 16th Annual General Meeting held on September 27, 2024. There are no other appointment / re-appointment of Independent Directors ofthe Company in the Financial Year 2024-25.

The Company believes that internal control is necessary principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Companys independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations.

The Company uses SAP Systems as a business enabler and also to maintain its Books of Account. The SOPs in tandem with transactional controls built into the SAP Systems ensure appropriate segregation of duties, tiered approval mechanisms and maintenance of supporting records. The systems, SOPs and controls are reviewed by Senior management and audited by Internal Auditor whose findings and recommendations are reviewed by the Audit Committee of Board of Directors and tracked through to implementation.

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

The details of Board and Committee meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

The details with respect to the compositions, powers, roles and terms of reference etc. of relevant Committees of the Board of Directors are also given in the Corporate Governance Report which forms a part of this Annual Report. All recommendations made by the Audit Committee during the year were accepted by the Board.

The Company has conducted the programme through its Managing Director, Whole-time Director, Company Secretary and other Senior Managerial Personnel to familiarize the Independent Directors with Company in following areas:- Familiarization with the Company;

- Independent directors roles, rights and responsibilities;

- Board dynamics & functions;

- Nature ofthe Industry in which the Company operates;

- Business Model of the Company;

- Compliance management.

The provisions of Section 135 of the Companies Act, 2013 is applicable to the Company, accordingly the Company has developed and implemented Corporate Social Responsibility initiatives. The Board in its meeting held on October 28, 2020 adopted Corporate Social Responsibility (CSR) Policy of the Company and the composition of the CSR Committee is as under:

1) Dr. Smita Hajari, Chairperson

2) Mr. Sanjay Kumar Agrawal, Member

3) Dr. Parvez Anjum, Member.

In addition to the above the Corporate Social Responsibility Committee of the Company has recommended for incorporation of a Section 8 Company for undertaking CSR activities. The same was considered and approved by the Board of Directors of the Company and incorporated as Section 8 Company namely ‘Texmo Pipes Foundation, as a CSR arm of the Company for undertaking CSR activities.

The Report on CSR activities is annexed herewith as Annexure - E.

Pursuant to provisions of the section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee ofthe Board has been carried out.

The performance evaluation ofthe Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report

The Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. The Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report as Annexure - F.

The Company, like any other enterprise, is exposed to business risk which can be an internal risks as well as external risks. One of the key risks faced by the Company in todays scenario is the wide and frequent fluctuations in the prices of its raw material. Any further increase in prices of raw materials could create a strain on the operating margins of the Company. Inflationary tendencies in the economy and deterioration of macroeconomic indicators can impact the spending power of the consumer because of which down trading from branded products to non-branded can occur which can affect the operating performance of the Company.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issue can affect our operations and profitability.

However the Company is well aware of the above risks and as part of business strategy has put in mechanism to ensure that they are mitigated with timely action. The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company.

During the year under review the Company has no liability to transfer to Investor Education and Protection Fund.

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part ofthis Boards report as Annexure - G.

In terms of provisions of Section 134(5) ofthe Companies Act, 2013, the Board of Directors Confirm that:-

(i) In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 ofthe company at the end of the financial year and ofthe profit and loss of the company for that period;

(iii) 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;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) 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.

During the year under review, there are no proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

During the year under review, there were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

The Company is in compliance with the Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively as specified by the Institute of Company Secretaries of India.

There was no case ofrevision in financial statement during the year.

There were no voting rights exercised by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

There have been no material changes and commitments affecting financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

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

However, in previous years, the Company was in receipt of show cause notice from SEBI dated 16.07.2019 from the Office of Adjudicating Officer pertaining to GDR issue of the Company. Accordingly, the Company has filed a reply against the said notice on 08.03.2021. Also, a hearing before the Ld. Adjudicating Officer has been held on 18.05.2022 However, the Adjudicating Officer of SEBI passed an order on 28.06.2022 imposed a penalty of Rs. 10 Cr. under Section 15HA ofthe SEBI Act, 1992 and Rs. 25 lakhs under Section 23E of the Securities Contracts (Regulation) Act, 1956 (SCRA) on the Company. The Company after perusal and analysis of the said order and in consultation with the Counsel with their due advice and legal opinion signified that the order has been passed on inaccurate assessment of facts and on disproportionate grounds and accordingly filed an appeal before the Honble Securities Appellate Tribunal (SAT) against the said order on 05.08.2022. The Honble Tribunal in its order passed on 30.09.2022 which was published by the Honble Tribunal on its website on October 06, 2022 considering the facts that the Order of Adjudicating Officer is being too harsh, excessive, disproportionate, discriminatory and arbitrary against the running and growing industry and substantially reduced penalty on the Company to Rs. 25 Lacs only. The said penalty has been duly paid.

However, the SEBI has filed a civil appeal dated 02.12.2022 regarding set aside of penalty of Rs. 25.00 Lacs under Section 23E of SCRA with the Honble Supreme court of India against impugned final order dated 30.09.2022 of the Honble Securities Appellate Tribunal, Mumbai. Appeal is regarding set aside of penalty of Rs. 25.00 Lacs under Section 23E of SCRA imposed on the company. On 15.03.2024, Honble Supreme Court issued notice and tagged the matter with CA No. 4741/2021. The notice was received by the Company on 13.04.2024. The company has filed counter affidavit dated 05.02.2025 before the Honble Supreme Court of India. The matter continues to be sub judice before the Honble Supreme Court.

The Company in respect of the said matter also received a Show Cause Notice dated 11.04.2019 from the Office of Whole Time Member (WTM), SEBI. The Company and other notices filed their respective replies on 08.03.2021 and 20.08.2022. Accordingly, a hearing before SEBI has been held on 23.08.2022. The WTM of SEBI passed an Order on 28.02.2023 (received on 15.03.2023) in exercise of powers conferred upon it under sections 11(1), 11 (4) and JIB (J) the Securities and Exchange Board of India Act, 1992 that:

i. The company is restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities including units of mutual funds, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of 3 years from the date of this order.

ii. The company is directed to continue to pursue measures to bring back the outstanding amount of USD 3.49 million, the GDR proceeds into its bank account in India within a period of one year. To furnish a Certificate from a Chartered Accountant of ICAI along with necessary documentary evidences, certifying the compliance of this direction.

iii. Shri Sanjay Agrawal, Managing Director, Shri Vijay Prasad Pappu, Whole-time Director, Shri Shanti Lal Badera, Independent Director (at the time of event) and Shri Rishabh Kumar Jain, Company Secretary (at the time of event) shall be restrained from accessing the Indian securities market, and further prohibited from buying, selling or otherwise dealing in securities including units of mutual funds, directly or indirectly, or being associated with the securities market in any manner, whatsoever for a period of 03, 03, 01 and 01 year respectively.

The Company after perusal and analysis of the said order and in consultation with the Counsel with their due advice and legal opinion has filed an appeal dated 12.10.2023 before the Honble Securities Appellate Tribunal, Mumbai (Honble SAT) on

14.10.2023 against the said Order No. QJA/AA/IVD/ID4/24247/2022-23 dated 28.02.2023 (received on 15.03.2023) passed by The WTM of SEBI. However, the amount of USD 3.49 million as mentioned by SEBI, was already received by Tapti Pipes & Products Limited FZE, the Wholly Owned Subsidiary of Texmo in September, 2012 and had additionally furnished a Certificate from a Chartered Accountant stating the same before the Tribunal.

In response to such appeal, Honble SAT has passed an order dated 24.10.2024 in which it has set aside the Orders of SEBI thereby remitting to SEBI to pass fresh directions in accordance with law and directing the appellant to produce documents before the SEBI within a period of 4 weeks from the date of Order. Also, a review application has been filed by SEBI before the Honble SAT, wherein SAT has passed an Order dated 17.12.2024 in which it has modified its earlier Order dated

24.10.2024 only to the extent of quashing the directions issued against the company and its concerned directors in various paras of impugned Order dated 28.02.2023. On the basis of submission of documents by the company before Quasi Judicial Authority (QJA), SEBI it has passed an Order dated 20.02.2025, in which it has relaxed the debarment of the company, Mr. Sanjay Kumar Agrawal and Mr. Vijay Prasad Pappu to access the capital market till the period already undergone. Also directed the company to call back the book entry loan from the accounts of Tapti Pipes & Products Limited FZE i.e. outstanding amount of GDR proceeds and credit the same in its bank account in India within a period of three months under supervision of its Audit Committee. In respect of the same, the company has filed an Appeal dated 11.04.2025 before the Honble SAT, Mumbai within the prescribed timeline. The matter is pending before the said authority.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms that it has obtained from all the Members of the Board and senior management personnel, affirmations that they have complied with the code of conduct in respect of financial year ended on March 31,2025.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints pending at the beginning of the financial year: Nil

Number of Complaints received during the financial year: Nil

Number of Complaints disposed off during the financial year: Nil

Number of Complaints pending at the end of financial year: Nil

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