Cubex Tubings Ltd Directors Report

To

Themembersof

M/s.CUBEXTUBINGSLIMITED

TheDirectorshavepleasureinpresentingthe45^thAnnualReportoftheCompanytogetherwiththeAuditedAccountsfor theyearended31^stMarch 2024.

FINANCIALRESULTS

Particulars	Year ended31.0 3.2024	Year ended31.0 3.2023
Incomefromoperations	22079.10	19104.93
OtherIncome	172.60	191.12
TotalExpenditure	21416.20	18651.68
Interest&Bank Charges	171.31	91.29
Depreciation&Amortizationof Exp.	134.72	140.74
Provisionfor Tax	130.73	147.57
Net Profit	398.74	264.76

THECOMPAJNYSPRODUCTS/SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper basedalloyssuchasCupronickel,admiraltyBrass,AluminumBrassetc.Copperbecauseofitshighelectricalconductivit y and heat transfer characteristics finds wide application in the form of Tubes, Rods, Strips andWires. The user industries are Power plants, Power plants manufacturers, Switchgears, Refineries, Furnacemanufacturers,Sugarplants,Automobile,ElectricalEquipmentindustriesandShipbuildingCompany.

OPERATIONS

Your company has registered a total income of Rs.22251.70 Lakhs for 2023-24 as compared to Rs. 19296.05Lakhsfor2022-23andthecompanypostedanetprofitofRs.398.74lakhsfor2023-24ascomparedtoRs. 264.76Lakhsfor 2022-2023.

DIVIDEND

The Directors regret their inability to recommend the dividend for the year. The Funds will be deployed forbuyingnew equipment.

BUSINESSRISKMANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well asexternal risks.The threats to the segments in which the company operates are volatility in Exchange rate &Metal Prices. The company is concerned about the vide Fluctuations in Copper prices globally and locally andincreasein foreign exchange value.

DEPOSITS

TheCompanyhasnotaccepteddepositscoveredunderChapterVoftheCompaniesAct,2013andaccordingly,thedisclo surerequirements stipulatedunderthesaidChapter arenotapplicable.

PARTICULARSOFLOANS,GUARANTEESANDINVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments coveredunder theprovisions of Section186oftheCompaniesAct, 2013

CONTRACTSANDARRANGEMEMENTSWITHRELATEDPARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts)Rules,2014,excepttheremunerationtomanagerialpersonnel,thereisnootherrelatedpartytransactionsto bedisclosed.

EXTRACTOFANNUALRETURN

ThedetailsformingpartoftheextractoftheAnnualReturninformMGT-9isavailableonwww.cubextubings.com.

DEMATSUSPENSEACCOUNTUNCLAIMEDSHARES

As on 31^stMarch 2024, there were no Equity Shares of Shareholders were lying in the Escrow Account due tonon-availabilityofthe correct particulars.

CORPORATEGOVERNANCE

YourDirectorsarehappytoreportthatyourCompanyiscompliantwiththeCorporateGovernancerequirementsaspert heprovisionofSEBI(LODR)Regulations2015.AseparatesectiononCorporateGovernance together with a certificate from the Statutory Auditors confirming compliance is set out in theAnnexureformingpart of thisreport.

MANAGEMENTDISCUSSIONSANDANALYSISREPORT

AManagementDiscussionandAnalysisReport, has beenattachedandforms partoftheAnnualReport. ADDITIONALINFORMATIONASREQUIREDU/S134(3)(m)OFTHECOMPANIESACT,2013

(a) ConservationofEnergy:

The Company is monitoring the consumption of energyand isidentifyingmeasures forconservationof energy.

(i) thestepstakenbythecompanyforutilisingalternatesourcesofenergy-Nil

(ii) thecapitalinvestmentonenergyconservationequipments-Nil

(b) (i)TechnologyAbsorption,adaptationandinnovation:-

IndigenousTechnologyisinvolvedforthemanufacturingtheproductsof the Company.

(ii)Researchand Development(R &D):NoresearchandDevelopmenthas beencarriedout.

(c) Foreign Exchange Inflow: Rs. 10,75,63,674/- (on Export of Goods)ForeignExchangeOutflow:Rs.3,50,58,841/- (RawMaterials/Equipment)

PARTTCULARSOFEMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limitprescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

STATUTORYAUDITORS

M/s. P C N & Associates., Chartered Accountants (FRN: 016016S) has resigned from the office of StatutoryAuditorsoftheCompanywitheffectfrom21stMay,2024.TheBoardofDirectorsoftheCompanyintheBoard Meetingheldon10-06-2024onrecommendationsofAuditCommitteeappointedM/s.JMT&Associates, Chartered Accountants (Firm Registration No. 104167W) as Statutory Auditors of the Company tofill the Casual Vacancy caused by Resignation of M/s. P C N & Associates., Chartered Accountants (FirmRegistration No. 016016S).

The Shareholders are requested to approve appointment of M/s. JMT & Associates,Chartered Accountants (Firm Registration No. 104167W) as Statutory Auditors of the Company to hold officefrom the conclusion of this Annual General Meeting ("AGM") till the conclusion of the 46^thAnnual GeneralMeeting to be held in the year 2025 at such remuneration and out of pocket expenses as may be decided by theBoardofDirectorsof theCompany.

BOARDANDCOMMITTEESPERFORMANCEEVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board hascarried out an annual performance, the directors individually as well as the evaluation of the working of itsAuditandNomination& RemunerationCommittees.

NUMBEROFBOARD MEETINGSHELDDURINGTHEFINANCIAL YEARANDTHEDATES OFTHEBOARDMEETINGS:

TheBoardmet 5(Five)timesduringthefinancialyear 2023-2024.

The dates on which the above-Board meetings were held are as follows;(12-05-2023,19-06-2023, 11-08-2023, 10-11-2023,12-02-2024)

DIRECTORSRESPONSIBILITYSTATEMENT

PursuanttotherequirementunderSection134(3)(c)oftheCompaniesAct,2013,withrespecttoDirectorsresponsibilitiesState ment itisherebyconfirmed:

a. That in preparation of the annual accounts, the applicable accounting standards have been followedalongwithproperexplanationrelating tomaterialdepartures;

b. That the directors have selected such accounting policies and applied them consistently and madejudgmentsandestimatesthatarereasonableandprudentsoastogiveatrueandfairviewofthestateof affairs of the company at the end of the financial year ended 31^stMarch, 2024 and of the profit andloss of thecompanyfor thatperiod;

c. That the directors have taken proper and sufficient care for the maintenance of adequate accountingrecordsinaccordancewiththeprovisionsofthisActforsafeguardingtheassetsofthecompanyandf orpreventinganddetecting fraudand otherirregularities;

d. Thatthe directorshave preparedtheannualaccountsona going concernbasis.

e. thatproperinternalfinancialcontrolswereinplaceandthatthefinancialcontrolswereadequateandwereoper ating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place and wereadequateand operatingeffectively.

POLICIES

MaterialSubsidiary

During the year ended March 31, 2024, the Company does not have any material listed/unlisted subsidiarycompanies as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The policy on determiningmaterialunlisted subsidiaryoftheCompany isapprovedby the BoardofDirectorsof thecompany.

VigilMechanism

The Board of Directors of the company are committed to maintain the highest standard of honesty, opennessand accountability and recognize that employees have important role to play in achieving the goal. As a publiccompany the integrity of the financial matters of the Company and the accuracy of financial information isparamount. The stakeholders of the Company and the financial markets rely on this information to makedecisions.Forthesereasons,theCompanymustmaintainworkplacewhereitcanretainandtreatallcomplaints concerning questionable accounting practices, internal accounting controls or auditing matters orconcerning the reporting of fraudulent financial information to our shareholders, the Government or thefinancial markets. The employees should be able to raise these free of any discrimination, retaliation orharassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices toMr.VipulKumar Jain,ChairmanofAudit Committeethroughemailor bycorrespondence throughpost.

FamiliarisationprogrammeforIndependentDirectors

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated a programme forfamiliarising the Independent Directors with the company, their roles, rights, responsibilities in the company,nature of the industry in which the company operates, business model of the company etc through variousinitiatives.

KeyManagerialPersonnel

The Key Managerial Personnel of the Company in accordance with the Section 203 of the Companies Act,2013 are:

• Mr.P.R.Bhandari-ManagingDirector (DIN:00062271)

• Mr. Virendra Bhandari-ExecutiveDirector (DIN:00062228)

• Mrs.V eenaBhandari-Director-Admin(DIN :03570489)

• Mr.SandeepKumar-IndependentDirector (DIN:05192591)

• *Mr.SurenderArkathala-IndependentDirector(DIN:06999665)

• Mr.VipulKumarJain-IndependentDirector(DIN: 08476476)

• Mr. SivaPrasadSarva-ChiefFinancialOfficer;and

• Ms. Chandni K Moolchandani-Company Secretary & Compliance

OfficerRelatedPartyTransaction

Policy ondealingwithRelatedPartyTransactionsisapprovedbytheBoard

There are no materially significant related party transactions made by the Company with Promoters, Directors,Key Managerial Personnel or other designated persons (except remuneration) which may have a potentialconflict with the interest of the Company at large. The same was discussed by the Audit Committee as also theBoard. The policy on Related Party Transactions as approved by the Board. None of the Directors has anypecuniaryrelationshipsor transactionsvis-a-vistheCompany.

InternalFinancialControls

The Company has in place adequate internal financial controls with reference to financial statements. Periodicauditsareundertakenonacontinuousbasiscoveringantheoperationsi.e.,manufacturing,sales&distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to timeanddesired actions are initiatedto strengthenthecontrolandeffectivenessofthe system.

SecretarialAudit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the companyandforms partof thisAnnualreport.

DisclosurespursuanttoTheCompanies(AppointmentandRemunerationofManagerialPersonnel)Rules,2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and

Remunerationof ManagerialPersonnel)Rules,2014areformspartoftheBoardsReport.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and

Remunerationof Managerial Personnel) Rules, 2014, in respect of employees of the Company forms

part of theBoards Report.

RemunerationPolicy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors, Senior Management and their remuneration. The details pertaining tocriteria for determining qualifications, positive attributes and independence of a Director and remunerationpolicyhave been providedinSectionofthe attachedCorporateGovernance Report.

SignificantandMaterialOrdersPassedbytheRegulatorsorCourts

There are no significant material orderspassed by the Regulators/Courts whichwould impactthe goingconcernstatusoftheCompanyand itsfutureoperations

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013

TheCompanyhasinplaceanAntiSexualHarassmentPolicyinlinewiththerequirementsofSexualHarassmentofWom enatWorkplace(Prevention,ProhibitionandRedressal)Act2013.AnInternalcommittee has been set up to redress the complaints received regarding sexual harassment at workplace. Allemployeesincluding trainees are coveredunderthis policy.

Personnel

The relationship between the management and the staff was very cordial throughout the year under review.YourDirectorstakethisopportunitytorecordtheirappreciationforthe cooperationandloyal

servicesrendered bytheemployees.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended toyourCompanybythevaluedcustomers,bankers,ReserveBankIndia,SEBI,BombayStockExchangeLimited& National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerelyacknowledge the significantcontributionsmade by allthe employeesfortheirdedicated services totheCompany.

ForCUBEXTUBINGSLIMITED
Sd/-	Sd/-
P.RBhandari	VirendraBhandari
ManagingDirector	ExecutiveDirector
Place: Hyderabad
Date: 28-06-2024