Riddhi Steel & Tube Ltd

To,

The Members,

Riddhi Steel and Tube Limited Ahmedabad

1.1 FINANCIAL RESULTS:

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 31,2024.

Rs. (In Lakhs)

REVIEW OF OPERATION

The Total income from the operations is Rs. 33017.91 (In Lakhs) and the expenditure incurred during the year is Rs. 32363.15(In Lakhs) as compared to total income of Rs. 30509.53 (In Lakhs) and expenditure incurred Rs. 30028.85 (In Lakhs) in the previous year. Further Net profit of the company is Rs. 479.73/-(In Lakhs) as compared to Net Profit of Rs. 340.1 1/- (In Lakhs) of previous year.

1.2 TRANSFER TO RESERVES:

The Board of Directors of your Company, has decided transfer Rs. 479.73/-(In Lakhs) to the Reserves for the year by the company.

1.3 DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company's dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

a) State of affairs of the company

The company is currently engaged in the business as mentioned in the main object of Memorandum of Association of the Company.

b) Change in Nature of Business:

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

c) Material changes and commitments affecting the financial position of the company:

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

2. GENERAL INFORMATION

Riddhi Steel and Tube Limited engaged in the business to promote, run, establish, install or set up mini steel plants, integrated steel plant, composite steel plants, hot rolling steel mills, cold rolling mills, blooms and billet mills, steel furnace, concoct, rolling mills, induction furnaces for the manufacturing, converting, extracting, treating or processing of all types, grades and sizes of steels tubes, pipes, fittings, stainless steels, special steels hight speed steels die-steels, electrical steels, forging steels, alloys steels, including direct hardening steels, case hardening steels, nit riding steels, ball bearing steels, corrosion resisting steel,heat resisting steels, free cutting steels, spring steels, silico managanese steels, structural steels, hip building quality steels, armour steel, magnet steel, hot rolled and cold rolled grain oriented electrical steels or any types of steels, present or future compounds and alloys thereof and to act as agent, stockists, trader, buyer, seller, importer, exporter and jobworker and to manufacture, sale, resale, assemble, fabricate, erect, purchase, process, design, develop, distribute, repair, service, renovate, import, export, let on hire and otherwise deal in all sorts of machinery, plant, equipment, tools and implements required for agriculture, marine, automotive engine industry in particular and for industrial, commercial, agricultural related industries and deal in its spare parts, components, implements, articles, auxiliaries and accessories, foundries of iron, steel, brass and other metals.

3. CAPITAL AND DEBT STRUCTURE:

During the year under review, the company has neither issued nor bought back shares. The Capital of the company remains same as under.

The Capital of the Company consist only Equity shares and no debenture or any other debt securities issued by the company.

4. CREDIT RATING

During the year the company has not issued any securities and not raised any loan which requires credit rating, hence credit rating provisions not applicable on company and has not obtained any credit rating during the year.

5. INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any funds to Investor Education and Protection Fund.

6.1 Directors and Key Managerial Personnel Board Composition:

The constitution of the Board (as on 31 /03/2024) and the attendance of the Directors are given below:

Directors and Key Managerial Personnel:

During the year, Mr. Sanjay Shah resigned from the position of Compliance Officer, effective January 31, 2024. Subsequently, Ms. Hemangi Vasoya was appointed as the Compliance Officer on February 22, 2024 and tendered her resignation on March 20, 2024.

During the year under review, the board has consider resignation of Mr. Paras Shah in the board meeting dated 30/05/2023.

6.2 Independent Director's declaration:

The company has received necessary declarations from each Independent Director under Section 149(6) and 149(7) of the companies Act, 2013 and regulation 16(1 )(b) and regulation 25(8) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, that they meet the criteria of independence laid down thereunder.

As on 31^st March, 2024, half of the Board Members consist of Independent Directors on Company's Board having rich experience in their fields and they will add value to the management of the company. An enlightened Board consciously creates a culture of Board leadership to provide a long-term vision and policy thinking in order to improve the quality of governance. The Board's actions and decisions are aligned with the Company's best interests.

Independent directors of the company met once in the year 2023-2024 dated 20^th March 2024 without executive director of the company.

6.3 Board Meetings:

During the period under review 5 Board Meeting were held by the Board of Directors to transact various business items as mentioned below:

a) Brief Description

The primary object of the Audit Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. The committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and notes the processes and safeguards employed by each of them.

b) Constitution and Composition of Audit Committee

The Company has in accordance with the Section 177 constituted the Audit Committee. The Audit Committee constituted and re constituted from time to time to comply with statutory requirement. The Audit Committee met 4 (four ) times during the last financial year on the following dates:

During the Year under review the Board has re-constituted the Committee (as on 31 /03/2024) and the attendance of each member of the Committee are given below:

a) Constitution & Composition of Nomination & Remuneration Committee:

The Company has in accordance with the Section 178(1) constituted the Nomination & Remuneration Committee. The main function of the Nomination & Remuneration Committee is to formulation and recommendation of the policy for the appointment, removal, performance evaluation of the directors & the consideration to be paid to them and other matters as may be determined by the committee and the prevailing provisions for formulation of criteria for evaluation of Independent Directors and Board. Further to recommend/review remuneration of Directors based on their performance and carry out functions as mandated by Board from time to time.

During the Year under review the Board has re-constituted The constitution of the Committee (as on 31 /03/2024) and the attendance of each member of the Committee are given below:

3. Stakeholders Relationship Committee:

The Company has formulated the Stakeholders Relationship Committee in accordance with the Section 178(5) of the Companies Act, 201 3 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as entered into by the Company. The function of the Stakeholders Relationship Committee is to look into complaints if any and redress the same expeditiously. Besides, the committee approves allotment, transfer & Transmission of shares, issue of any new certificates on split / consolidation / renewal etc. as may be referred to it.

During the Year under review the Board has re-constituted the Audit Committee in accordance with the applicable provision of companies Act 2013 .The constitution of the Committee (as on 31 /03/2024) and the attendance of each member of the Committee are given below:

Company has not received Complain from shareholders of the Company during the year of review which is yet pending. However, the Company has taken necessary reply as and when required.

The details of the Compliance Officer and the details of complaints received / solved / unsolved during the year are as follows:

Compliance Officer: Mr.Rajesh Mittal

Mail Id: compliance@riddhitubes.com Contact No.: +91 978443815

Note: The Company had not received the investor complaint

4. Independent Director's Meeting

The Independent Directors of the Company met during the year as on 20^th March 2024 without the attendance of non - Independent Directors and members of the Board. The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directors and non-executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

6.5 Recommendation of Audit Committee:

There are no transactions which are recommended by the audit committee and not accepted by the board of the directors of the company.

6.6 Company's Policy on Directors appointment and remuneration:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 is available at registered office for review.

There has been no change in the policy since last fiscal. 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.

Code of conduct:

The Company has already implemented a Code of Conduct for all Board Members and Senior Managements of the company in compliance with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 201 5 (earlier Listing Agreement). But, since the operations of the Company were not much, the application of the code of conduct was limited to that extent. The code of conduct of the company can be found on the website of the company at https://www.riddhitubes.com.

6.7 Board Evaluation:

BOARD EVALUATION:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board.

The evaluation framework for assessing the performance of Directors (including Independent Directors) comprises of the following key areas:

• Attendance and participation in the Meetings and timely inputs on the minutes of the meetings.

• Adherence to ethical standards & code of conduct of Company and disclosure of non - independence, as and when it exists and disclosure of interest.

• Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings.

• Interpersonal relations with other directors and management.

• Objective evaluation of Board's performance, rendering independent, unbiased opinion.

• Understanding of the Company and the external environment in which it operates and contribution to strategic direction.

• Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information.

The evaluation involves Self-Evaluation of the Board Member and subsequently assessment by the Board of Directors. Observations of board evaluation carried out for the year:

1. Previous year's observation s and actions taken:

2. Proposed actions based on current year observations

6.8 Remuneration of Directors and Employees of Listed companies:

Pursuant to the Sub - Rule (2) of the Rule 5 of the Companies (Appointment & Remuneration or Managerial Personnel) Rules, 2014 and Amendment rules, 2016, read with Section 197 of the Act, no employees was in receipt of the remuneration in aggregate to Rs. 1,20,00,000/- (Rupees One crore Two Lakhs Only) per annum or Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand only)-per month or at a rate in excess of that drawn by the Managing Director / Whole - time director of Manager and holds himself or along with his spouse & dependent children, no less than two percent of the equity shares of the Company. Further, the information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request.

In terms of Section 1 36 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is availabl e for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

As per the provisions of Section 197(12) of the Companies Act, 201 3, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employee's remuneration are described in the "Annexure — A " to this report.

6.9 Remuneration received by Managing Director/ Whole time Director from holding or subsidiary company:

There is no such amount received by the Managing Director/ Whole time Director As the company does not have any holding company or subsidiary company.

6.10 Director's responsibility statement:

Pursuant to the provisions of Section 1 34(5) of the Companies Act, 201 3, the board of directors, to the best of their Knowledge and ability confirm and state that -

I. In the preparation of the annual accounts, the applicable accounting standards have 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 of the Company at the end of the financial year and of the loss of the company for that period;

III. The Directors have 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.

6.11 Internal Financial Controls:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are also generally placed before the Board. Some key features of the company's internal controls systems have been provided in the Management discussion and Analysis Report as "Annexure — D" which being annexed to this report.

6.12 Frauds reported by the Auditor:

In pursuance to the Section 1 34(3)(ca) of the Companies Act, 201 3 ("the Act"), there has been no reported frauds being detected by the Auditor of the Company in accordance with the Section 143(1 2) of the Act.

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiary, Associates Company or Joint Venture.

8. DETAILS OF DEPOSITS:

The Company has not invited or accepted deposit within the meaning of Section 73 of the act read with rules made there under, from the public neither does have any unpaid or unclaimed deposits along with interest during the year. Further, the company has not made any default in repayment of deposits or payment of interest thereon, as no deposits have been invited or accepted by the Company during the year. Furthermore, there are no such deposits which are not in compliance with the requirements of Chapter V of the Act.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees or Investments made by the Company pursuant to section 1 86 of the Companies Act, 201 3 are given in the notes to the Financial Statements.

10. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 1 88 of the Companies Act, 201 3 during the year under review.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your company is not falling under the criteria mention as per Section 135 (1) of the Companies Act, 201 3 and the companies (Corporate Social Responsibilities) Rules, 2014. Hence, the company has not developed and implemented any corporate Social Responsibilities initiatives.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, are not applicable to company during the year under review.

Foreign Exchange Earnings : Nil Foreign Exchange Expenditure : Nil

13. RISK MANAGEMENT:

Considering the present condition of the company the company has formulated the risk management policy. The board is being regularly provided with information which may have potential threat of risk as and when required. The detailed policy can be find out at the website of the company https://www.riddhitubes.com.

14. DETAILS OF WHISTLE BLOWER POLICY & VIGIL MECHANISM:

The Company has established a "Whistle Blower and Vigil Mechanism Policy" for Directors and employees to report the genuine concerns as per the provisions of Section 177 (9) of the Companies Act, 2013. However the Section is not applicable to the Company as per SEBI(Listing Obligation and Disclosure Requirements) Regulations, 201 5 but the company has formed the policy as a part of good governance.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY:

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

Statutory Auditor:

M/s. Jigar Shah & Associates has tendered his resignation and to fill the casual vacancy, the board has appointed M/s. Ashok Rajpara And Co., Chartered Accountants (F. R No. 153195W),Ahmedabad, as the Statutory Auditor of the Company, to hold the office till this Annual General meeting and further proposed his appointment for the tenure of 5(Five) years from the conclusion of this Annual General Meeting till the conclusion of the 28^th annual general meeting of the company, subject to ratification by members in every annual general meeting of the company at such remuneration as may be determined by Board of Directors of the Company from time to time.

Secretarial Auditor:

M/s. Pallavi Bhagat & Associates Practicing Company Secretaries, has been appointed for the purpose of conducting Secretarial Audit of the Company.

As the company have claimed exemption under the regulation 1 5 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015, for Corporate Governance the provisions of Annual secretarial compliance report as per circular dated 08^th February, 2019 is not applicable on the Company.

Cost Auditor:

In terms of provisions of Section 148 of the Companies Act, 201 3, M/s. Mayur Chhaganbhai Undhad, Cost Accountants, Ahmedabad, were appointed as Cost Auditor of the Company for the financial year 2023- 2024 by the Board as recommended by the Audit Committee and they have offered themselves for Re- appointment for the financial year 2024-2025. The members are requested in ensuring AGM to ratify the remuneration of the Mayur C Undhad for FY 2024-2025.

Internal Auditor:

Pursuant to the provision of section 1 38 of the Companies Act, 201 3 and the Companies (Accounts) Rules, 2014, the Company has re-appointed M/s C.P. Shah and Co., Chartered Accountants, Proprietor- Chetan P. Shah as an Internal Auditor of the Company for the Financial Year 2023-24 by the Board of Directors, upon recommendation of the Audit committee.

17. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report is appended to this Report in MR - 3 which forms part of Board's Report as per "Annexure - C."

18. EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS

Explanation to the observations given in the independent Audit report:

The observations and comments, if any, marked in the Auditors' Report are self-explanatory and therefore, do not call for any further comments.

Explanation to the observations given in the Secretarial Audit report:

In respect of the following observations made in the Secretarial Audit Report, we would like to justify the qualifications / observations as follows:

With reference to comments of the Secretarial Auditor, due to health issue of Senior accountant of the company and medical emergency with the Directors, company could not submit the financial result within due time.

In respect of the matter of comments made by the Secretarial Auditor, the Board of Directors is taking necessary steps to resolve the issues.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors state that the company has complied with the applicable Secretarial Standards issued by the Institute of Company Sectaries of India i.e. SS-1, SS-2 and SS-4 respectively relating to ‘Meetings of the Board, its committees' General Meetings and Board Report.

20. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as

21. CORPORATE GOVERNANCE REPORT:

As per the criteria mention in the regulation 1 5 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015, company is not falling under the same and the company has claimed exemption from Stock Exchange. Hence company has not submitted corporate governance report with the stock exchange for the period under review. The company has claimed exemption under regulation 15(2) of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015.

22. ANNUAL SECRETARIAL COMPLIANCE REPORT:

As per the clarification issued by BSE dated 9^th May, 2019 the company need not to comply with the submission of Annual Secretarial Compliance report as does not falling under the criteria mentioned under regulation 15 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015. The company has claimed exemption under regulation 15(2) of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015 vide letter dated 28^th May, 2022 to BSE.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report as per the Regulation 34 of the SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015 is part of the Annual Report as "Annexure- D".

23. EQUAL OPPORTUNITY TO EMPLOYEE:

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on "Prevention of Sexual Harassment" at the workplace. There were no cases reported under the said Policy during the year.

24. LISTING AT STOCK EXCHANGES:

The company is currently listed with the SME Platform of Bombay Stock Exchange. The Listing fees for the Year 2023-2024 has been paid to the Stock Exchanges.

AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application or any proceedings is ongoing during the year under Insolvency and Bankruptcy code 201 6.

25. DISCLOSURE OF TRANSACTIONS OF COMPANY WITH PROMOTER/ PROMOTER GROUP:

26. DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

With the advent of the new Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (enforced w.e.f. December 01,2015), the listed entities are required to make disclosure in the Annual Report about the details of share in Demat Suspense Account / Unclaimed Suspense Account. The details of the same are mentioned below: