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The Directors have pleasure in presenting the 46^th Annual Report of the Company together with the Audited
Accounts for the year ended 31^st March 2025.

FINANCIAL RESULTS

THE COMPANY’S PRODUCTS / SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based
alloys such as Cupronickel, admiralty Brass, Aluminum Brass etc. Copper because of its high electrical
conductivity and heat transfer characteristics finds wide application in the form of Tubes, Rods, Strips and
Wires. The user industries are Power plants, Power plants manufacturers, Switchgears, Refineries, Furnace
manufacturers, Sugar plants, Automobile, Electrical Equipment industries and Ship building Company.

OPERATIONS

Your company has registered a total income of Rs.26919.19 Lakhs for 2024-25 as compared to Rs. 22251.70
Lakhs for 2023-24 and the company posted a net profit of Rs. 665.86 lakhs for 2024-25 as compared to Rs.
398.74 Lakhs for 2023-2024.

DIVIDEND

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

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as
external 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 and
increase in foreign exchange value.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and
accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act, 2013

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to
be disclosed.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is available on
www.cubextubings.com.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31^st March 2025, there were no Equity Shares of Shareholders were lying in the Escrow Account due to
non-availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance
requirements as per the provision of SEBI (LODR) Regulations 2015. A separate section on Corporate
Governance together with a certificate from the Statutory Auditor’s confirming compliance is set out in the
Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation
of energy.

(i) the steps taken by the company for utilising alternate sources of energy -Nil

(ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the

manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign Exchange Inflow: Rs.458.29 in Lakhs (on Export of Goods)

Foreign Exchange Outflow: Rs.591.61 in Lakhs (Raw Materials /Equipment)

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit
prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014

STATUTORY AUDITORS

M/s. JMT & ASSOCIATES, Chartered Accountants (Firm Registration No. 104167W), were reappointed as the
Statutory Auditors of the Company at the Annual General Meeting (“AGM”) to hold office for a term of
[FOUR] consecutive years until the conclusion of the 50th Annual General Meeting to be held in the year
2029. The Board of Directors, based on the recommendation of the Audit Committee, has proposed the re¬
appointment of M/s. JMT & ASSOCIATES, Chartered Accountants, as the Statutory Auditors of the Company
for a second term of [four] consecutive years, commencing from the conclusion of the ensuing AGM until the
conclusion of the 50th AGM, subject to the approval of the members of the Company at the forthcoming
AGM. The Company has received confirmation from the Statutory Auditors to the effect that they satisfy the
eligibility criteria prescribed under the Companies Act, 2013, and that they hold a valid Peer Review
Certificate as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has
carried out an annual performance, the directors individually as well as the evaluation of the working of its
Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE
BOARD MEETINGS:

The Board met 6 (Six) times during the financial year 2024-2025.

The dates on which the above-Board meetings were held are as follows:

(20-05-2024, 10-06-2024, 13-08-2024, 14-11-2024, 13-02-2025)

12-12-2024(EGM Date)

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors
responsibilities Statement it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

b. That the directors have 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 ended 31^st March, 2025 and of the profit and
loss of the company for that period;

c. That 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;

d. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

POLICIES

Material Subsidiary

During the year ended March 31, 2025, the Company does not have any material listed/unlisted subsidiary
companies as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The policy on determining
material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

Vigil Mechanism

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness
and accountability and recognize that employees have important role to play in achieving the goal. As a public
company the integrity of the financial matters of the Company and the accuracy of financial information is
paramount. The stakeholders of the Company and the financial markets rely on this information to make
decisions. For these reasons, the Company must maintain workplace where it can retain and treat all
complaints concerning questionable accounting practices, internal accounting controls or auditing matters or
concerning the reporting of fraudulent financial information to our shareholders, the Government or the
financial markets. The employees should be able to raise these free of any discrimination, retaliation or
harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to
Mr. Vipul Kumar Jain, Chairman of Audit Committee through email or by correspondence through post.

Familiarisation programme for Independent Directors

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated a programme for
familiarising 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 various
initiatives.

Key Managerial Personnel

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

2013 are:

• ¹ Mr.P.R.Bhandari-Managing Director(DIN:0062271)

• ² Mr. Virendra Bhandari-Executive Director (DIN: 00062228)

• Mrs. Veena Bhandari-Director-Admin (DIN: 03570489)

• ³ Mr. Akshay Bhandari-Executive Director (DIN: 09783327)

• Mr. Sandeep Kumar-Independent Director (DIN: 05192591)

• Mr. Surender Arkathala-Independent Director (DIN: 06999665)

• Mr. Vipul Kumar Jain-Independent Director (DIN: 08476476)

• Mr. Siva Prasad Sarva-Chief Financial Officer; and

• Ms. Chandni K Moolchandani-Company Secretary & Compliance Officer

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 potential
conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the
Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Periodic
audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales &
distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time
and desired actions are initiated to strengthen the control and effectiveness of the system.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the company
and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are forms part of the Board’s Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the
Board’s Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to
criteria for determining qualifications, positive attributes and independence of a Director and remuneration
policy have been provided in Section of the attached Corporate Governance Report.

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

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

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.

Personnel

The relationship between the management and the staff was very cordial throughout the year under review.
Your Directors take this opportunity to record their appreciation for the cooperation and loyal services
rendered by the employees.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to
your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited
& National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely
acknowledge the significant contributions made by all the employees for their dedicated services to the
Company.

Place: Hyderabad For CUBEX TUBINGS LIMITED

Date: 13-08-2025

Sd/- Sd/-

Virendra Bhandari Akshay Bhandari

Managing Director Executive Director

1

Passed Away on 10-09-2024

2

Appointed as Manging Director on 23-09-2024

3

Appointed as Executive Director on 23-09-2024

Related Party Transaction

Policy on dealing with Related Party Transactions is approved by the Board