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డైరెక్టర్ల నివేదిక Texmo Pipes & Products Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 17^th Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditorâs Report for the year ended 31^st March, 2025.

1. Financial summary or highlights/Performance of the Company (Standalone and Consolidated)

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Turnover	36,606.02	53,833.18	39,119.57	53,421.96
Profit before Interest, Depreciation and Tax	2,819.55	2,938.51	3,466.85	2,475.54
Less Interest	209.74	388.70	353.48	399.01
Less Depreciation	940.36	1,043.35	1,380.29	1,062.64
Profit before tax	1,669.45	1,506.46	1,733.08	1,013.89
Less Provision for tax
- Current tax	490	530.00	559.00	542.00
- Deferred tax	(580.64)	(9.63)	(637.05)	23.84
Excess provision for earlier year	13.68	23.84	14.58	(10.39)
Profit after tax	1,746.41	962.25	1,796.55	458.43
Prior year adjustment	-	-	-	-
Profit after tax & prior year adjustments	1,746.41	962.25	1,918.19	463.54
Profit after adjustment of discontinued operations	1,746.41	962.25	1,918.19	463.54
Balance of profit brought forward from earlier years	3,228.33	2,279.82	(1,449.54)	(1,899.35)
Transferred from Revaluation Reserve	4.91	7.79	4.91	7.79
Other comprehensive income	14.90	(21.53)	19.91	(21.53)
Exchange difference on translation of financial statements of foreign operations	-	-	4,732.32	4,734.69
Profit available for	4,994.55	3,228.33	488.45	(1,449.54)
Appropriations: Appropriations Transfer to General Reserves Proposed dividend: - Equity
- Preference		_-		_-
Profit carried to Balance Sheet	4,994.55	3,228.33	488.45	(1,449.54)

During the year under review, the Company recorded total revenue of Rs. 36,606.02 lakhs as compared to Rs. 53,833.18 lakhs in the previous year. The Company has earned a net profit of Rs. 1,746.41 lakhs as compared to the profit of Rs. 962.25 lakhs in the previous year. Your Directors are hopeful that the Company may continue showing better performance in coming year.

2. Change in nature of Business

During the year under review, there has been no change in the nature of business of the Company.

3. Dividend

Your Directors do not recommended any dividend for the year ended 31^st March, 2025 and the available surplus be retained to strength the net worth ofthe company.

4. Transfer to Reserves

Your Directors do not proposed any amount to be transferred to the Reserves for the year ended 31^st March, 2025.

5. Details of Subsidiary / Associate Companies

The Company had one subsidiary namely Tapti Pipes & Products Limited FZE (Overseas Subsidiary).

During the previous year under review, the Company has also incorporated a Wholly Owned Subsidiary namely Shree Venkatesh Polymers Private Limited on 30.04.2023 and has acquired majority stake of 51% in Shree Venkatesh Industries Private Limited, and therefore it becomes Subsidiary Company.

The consolidated financial statements of your Company for the financial year 2024-25, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (LODR) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, as approved by their respective Board of Directors.

A separate statement in Form AOC-1 containing the salient features of financial statements of subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

6. Commission received by Directors from Subsidiary.

During the year under review none of the directors of the Company are in receipt of the commission or remuneration from subsidiary ofthe Company, as provided under section 197 (14) ofthe Companies Act, 2013.

7. Details relating to remuneration of Director, KMPs and employees

Disclosure pertaining to remuneration and other details as required Section 197(12) of the Companies Act 2013 read with rule 5 (1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - A.

8. Particulars of Employees

The statement of employees who receives remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is also provided in Annexure - A to this report.

9. Particulars of loans, guarantees, investments outstanding during the financial year

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 standalone financial statement (Please refer to Note 7 and 8 to the standalone financial statements).

10. Annual Return

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2023-24 is available on the web-link of the Company at https://texmopipe.com and the Annual Return for Financial Year 2024-25 will be made available on the website of the Company once it is filed with the MCA.

11. Deposits

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.

12. Conservation of energy, technology absorption, foreign exchange earnings and outgo

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 Boardâs Report and is annexed as Annexure - B.

13. 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 and on an armâs 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 Policy on materiality of related party transactions and manner of dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: https://texmopipe.com

14. Auditors:

A. Statutory Auditors:

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.

B. Secretarial Auditor:

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.

C. Cost Auditors:

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^{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 Membersâ 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.

15. AUDITORâS REPORTS

A. Statutory Auditorâs Report:

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

B. Secretarial Auditorâs Report :

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 Auditorâ 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 Hon''ble 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, Honâble 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 Honâble Supreme Court of India. The matter continues to be sub judice before the Honâble 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. Honâble 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 Honâble 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 Honâble 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 Hon''ble 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 Honâble Supreme Court. The company has filed counter affidavit dated 05.02.2025 before Honâble Supreme Court of India. The matter continues to be sub judice before the Honâble 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 Honâble 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, Honâble 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 Honâble 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 Honâble 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.

16. Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

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.

17. Share Capital

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.

18. Disclosure regarding issue of employee stock options

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

19. Disclosure regarding issue of sweat equity shares

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.

20. Details of Directors and Key Managerial Personnel

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.

21. Declaration given by Independent Director(s) and reappointment.

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.

22. Internal Financial Controls

The Company''s 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.

23. Number of meetings of Board of Directors and committees

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.

24. Committees of the Board

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.

25. Familiarization Programme

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 directorsâ roles, rights and responsibilities;

- Board dynamics & functions;

- Nature ofthe Industry in which the Company operates;

- Business Model of the Company;

- Compliance management.

The Policy on Familiarization Programme may be accessed on the Companyâs website at the link: https://texmopipe.com

26. Corporate Social Responsibility

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 âTexmo Pipes Foundationâ, as a CSR arm of the Company for undertaking CSR activities.

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

27. BOARD EVALUATION:

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

28. Corporate Governance

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.

29. Details of establishment of vigil mechanism for directors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companyâs website at https://texmopipe.com. During the year under review no complaint was received in vigil mechanism.

30. Nomination and Remuneration Policy

The Company framed a policy for Nomination and Remuneration of all Directors & KMPs etc in accordance with provisions of section 178 of Companies Act, 2013 and Rules made thereunder and other applicable provisions of Companies Act, 2013, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to harmonize the aspirations of human resources consistent with the goals of the Company. Board of Directors of the Company approved and updated the said policy as and when required. The same may be accessed on the Companyâs website at: https://texmopipe.com The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. Members are expected to possess the required qualifications, integrity, expertise and experience for the position. They should also possess the deep expertise and insights in sectors / areas relevant to the Company and ability to contribute to the Companyâs growth.

31. Risk Management Policy

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 todayâs 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 Companyâs competitive advantage.

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

32. Transfer to Investor Education and Protection Fund

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

33. Management Discussion and Analysis Report

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 Boardâs report as Annexure - G.

34. Directorsâ Responsibility Statement

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.

35. Insolvency and Bankruptcy Code, 2016

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.

36. Details of difference between Amount of the valuation done at the time of One Time Settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

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.

37. Secretarial Standards

The Company is in compliance with the Secretarial Standards i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively as specified by the Institute of Company Secretaries of India.

38. Revision of Annual Financial Statements

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

39. Voting Rights of Employees

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.

40. Material changes and commitments affecting the financial position of the Company.

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.

41. Details of significant and material orders passed by the regulators or courts or tribunal

There were no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and Companyâs 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 Honâble Securities Appellate Tribunal (SAT) against the said order on 05.08.2022. The Honâble Tribunal in its order passed on 30.09.2022 which was published by the Honâble 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 Honâble Supreme court of India against impugned final order dated 30.09.2022 of the Hon''ble 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, Honâble 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 Honâble Supreme Court of India. The matter continues to be sub judice before the Honâble 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.

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.

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 Honâble SAT, Mumbai within the prescribed timeline. The matter is pending before the said authority.

42. Code of Conduct

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. The compliance of the same has been affirmed and a declaration signed by the Managing Director to this effect is given below. Code of Conduct has also been posted on the Companyâs Website. https://texmopipe.com

Declaration

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.

43. Anti-sexual harassment policy

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

44. Statement of compliance with Maternity Benefit Act

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

45.	Number of employees as on the closure of financial year:
	Sr. no.	Particulars	No. of Employees
	1.	Female	8
	2.	Male	323
	3.	Transgender	-
		Total	331

46. Acknowledgement

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, advisors, valued customers, suppliers, banks, consultants, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

Mar 31, 2024

Your Directors have pleasure in presenting their 16â Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditorâs Report for the year ended 31 ^- March, 2024.

1. Financial summary or highlights/Performance of the Company (Standalone and Consolidated)

fRs. in l.akhst

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Turnover	53,833.18	63,844.17	53,421.96	63,844.17
Profit before Interest, Depreciation and Tax	2,938.51	2,659.72	2,475.54	(4,628.93)
Less Interest	388.70	982.52	399.01	982.52
Less Depreciation	1,043.35	1082.97	1,062.64	1082.97
Profit before tax Less Provision lor tax	1,506.46	594.22	1,013.89	(6,694.43)
Current tax	530.00	500.00	542.00	500.00
Deferred tax	23.84	(34.73)	23.84	(34.73)
Excess provision for earlier year	(9.63)	16.34	(10.39)	16.34
Profit after lax Prior year adjustment	962.25	112.61	458.43	(7,176.04)
Profit after lax & prior year adjustments	962.25	112.61	463.54	(7,176.04)
Profit after adjustment of discontinued operations	962.25	112.61	463.54	(7,176.04)
Balance of profit brought forward from earlier years	2,279.82	2,132.49	(1,899.35)	5,241.97
Transferred from Revaluation Reserve	7.79		7.79
Other comprehensive income	(21.53)	34.72	(21.53)	34.72
Exchange difference on translation of financial statements of foreign operations			4,734.69	4,179.17
Profit available for Appropriations: Appropriations Transfer to General Reserves Proposed dividend: Equity Preference	3,228.33	2,279.82	(1,449.54)	(1,899.35)
Profit carried to Balance Sheet	3,228.33	2,279.82	(1,449.54)	(1,899.34)

During the year under review, the Company recorded total revenue of Rs 53,833.18 Lakhs as compared to Rs. 63,844.17 Lakhs in the previous year which is decrease by 15.68%. The Company has earned a net profit of Rs. 962.25 Lakhs as compared to the profit of Rs. 112.61 Lakhs in the previous year. Your Directors are hopeful that the Company may continue showing better performance in coming year.

2. Change in nature of Business

During the year under review, there has been no change in the nature of business of the Company.

3. Dividend

Your Directors do not recommended any dividend for the year ended 31â March, 2024 and the available surplus be retained to strength the net worth of the company.

4. Transfer to Reserves

Your Directors do not proposed any amount to be transferred to the Reserves for the year ended 31â March, 2024.

5. Details of Subsidiary /Associate Companies

The Company had one subsidiary namely Tapli Pipes & Products Limited FZE (Overseas Subsidiary).

The Company has also incorporated a Wholly Owned Subsidiary namely Shrec Venkatesh Polymers Private Limited on 30.04.2023 and has acquired majority stake of 51% in Shrec Venkatesh Industries Private Limited, and therefore it becomes Subsidiary Company.

The consolidated financial statements of your Company for the financial year 2023 24, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (LODR) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, as approved by their respective Board of Directors.

A separate statement in Form AOC 1 containing the salient features of financial statements of subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

6. Commission received by Directors from Subsidiary.

During the year under review none of the directors of the Company are in receipt of the commission or remuneration from subsidiary of the Company, as provided under section 197(14) of the Companies Act, 2013.

7. Details relating to remuneration of Director, KMPs and employees

Disclosure pertaining to remuneration and other details as required Section 197( 12) of the Companies Act 2013 read with rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure-A.

8. Particulars of Employees

9. Particulars of loans, guarantees, investments outstanding during the financial year

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 arc provided in the standalone financial statement (Please refer to Note 7 and 8 to the standalone financial statements).

10. Annual Return

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2023 24 is available on the web link of the Company at https://tcxmopipe.com and the Annual Return for Financial Year 2023 24 will be made available on the website of the Company once it is filed with the MCA.

11. Deposits

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

12. Conservation of energy, technology absorption, foreign exchange earnings and outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange eamings 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 of this Board''s Report and is annexed as Annexure - B.

13. 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 and on an armâs 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 the Company on materiality of related party transactions. The particulars of contracts or arrangements with related parties referred to in section 188( I) of the Companies Act, 2013 for the financial year 2023 24 in the prescribed format, A(X? 2 has been enclosed with the report as Annexure - C.

The Policy on materiality of related party transactions and manner ofdcaling with related party transactions as approved by

the Board may be accessed on the Companyâs website at the link: https://texmopipc.com

14. Auditors:

A. Statutory Auditors:

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

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

B. Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Dinesh Kumar Gupta, Company Secretary in Practice, I ndore (M.P.), to undertake the Secretarial Audit of the Company for the Financial Year 2024 25

C. CostAuditors:

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 2025, on a remuneration as mentioned in the Notice convening the 16* Annual General Meeting for conducting the audit of the 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, i f made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking Membersâ approval for remuneration payable to Cost Auditor forms part of the Notice of the 16th Annual General Meeting of the 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 (I) of section 148 of the Companies Act, 2013.

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

15. AUDITORâS REPORTS

A. Statutory Auditorâs Report:

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

B. Secretarial Auditorâs Report:

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 SFBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 requirement. The Secretarial Auditorâ Report dated 12.08.2024 is annexed herewith as Anncxurc - D. The Secretarial Auditor has observed qualifications as above in the report as under:

a) The Company is required to take Special Contingency Insurance Policy for insuring the risk arising out of requirements relating to issue of duplicate securities, pursuant to Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSD RTAMBP/C1R/2022/70 dated 25* May, 2022. However, the Company has not taken the required policy.

b) 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 Hon''blc 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, Honâblc 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 matter continues to be sub judicc before the Honâblc Supreme Court.

c) The company has filed appeal dated 12.10.2023 before Securities Appellate Tribunal, Mumbai on 14.10.2023 against the Order No. QJA/AA/1VD/ID4/24247/2022 23 dated 28.02.2023 (received on 15.03.2023) passed by The WTM of SEBI. A ftcr various hearings and orders, the matter is still pending before the said authority.

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

a) The Company''s Registrar and Share Transfer Agent M/s. KFin Technologies Ltd. has duly obtained the said insurance policy on behalf of the Company and is having this policy cover for all its clients and the same is duly complied with. However, the Company has presently 2,91,94,887 Equity Shares representing 99.99% of the total equity share capital of the Company is held in dcmatcrializcd form with National Securities Depository Limited and Central Depository Services (India) Limited and only 3 shareholders holding 113 shares arc held in physical form.

b) 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 of the Hon''blc 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 Honâblc Supreme Court. The matter continues to be sub judicc before the Honâblc Supreme Court.

e) The Company alter 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 Honâblc Securities Appellate Tribunal, Mumbai on

14.10.2023 against the said Order dated 28.02.2023 passed by the Whole Time Member of SEBI. Alter 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 Tcxmo in September, 2012 and had additionally furnished a Certificate from a Chartered Accountant slating the same before the Tribunal.

16. Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

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.

17. Share Capital

During the Financial Year 2023 24, 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 31.03.2024, 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 of Rs. 10/ each.

18. Disclosure regarding issue of employee stock options

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

19. Disclosure regarding issue of sweat equity shares

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.

20. Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mrs. Rashmi Agrawal (DIN: 00316248), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re appointment. Mrs. Rashmi Agrawal has given declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that she is not disqualified from being reappointed as a Director of the Company.

During the year under review, Mr. Abdul Quader Motorwala was appointed and regularized as Non Executive Independent Director by way of Special Resolution through postal Ballot dated 10th May, 2023.

After the closure of financial year, 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 of Nomination and Remuneration Committee, and subject to the approval of members of the Company at the ensuing Annual General Meeting, considered 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. She is not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013 and Rules thereof including amendments thereunder and has given her consent to act as director. The Company has also received declaration from Dr. Smita Hajari (DIN: 08763920) that she meet with the criteria of Independence as prescribed under sub section (6) of Section 149 of the Companies Act 2013 and Rules thereof including amendments thereunder and Regulation

I6(l)(b) and 25(8) of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, ineluding amendments thereunder. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 and Rules thereof including amendments thereunder, proposing the candidature of Dr. Smita Hajari for the office of Director of the Company. The brief profile of Dr. Smita Hajari is also mentioned in the Notice of the ensuing Annual General Meeting forming part of this Annual Report.

21. Declaration given by Independent Director(s) and reappointment.

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 I6(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Abdul Quadcr Motorwala was appointed w.e.f 14â February, 2023 as Additional Non Executive Independent Director and later Mr. Abdual Quadcr Motorwala were regularized through Members approval through postal Ballot.

The Board of Directors also stated that the re appointment of Independent Director done was in consideration and regard to his Integrity, Expertise and Experience (including the proficiency).

Other than the above, there arc no other appointment / re appointment of Independent Directors of the Company in the Financial Year 2023 24.

22. Internal Financial Controls

The Companyâs 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 arc 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 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, regularaudil and review processes ensure that such systems are reinforced on an ongoing basis.

23. Number of meetings of Board of Directors and committees

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

24. Committees of the Board

The details with respect to the compositions, powers, roles and terms of reference etc. of relevant Committees of the Board of Directors arc 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.

25. Familiarization Programme

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

Familiarization with the Company;

Independent directorsâ roles, rights and responsibilities;

Board dynamics & functions;

Nature of the Industry in whieh the Company operates;

Business Model of the Company;

Compliance management.

The Policy on Familiarization Programme may be accessed on the Companyâs website at the link: https://texmopipc.com

26. Corporate Social Responsibility

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.SmitaHajari,Chairperson

2) Mr. Sanjay KumarAgrawal, Member

3) Dr. Parvez Anjum, Member.

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

27. BOARD EVALUATION:

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

The performance evaluation of the 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

28. Corporate Governance

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 arc 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.

29. Details of establishment of vigil mechanism for directors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companyâs website at https://tcxmopipc.com. During the year under review no complaint was received in vigil mechanism.

30. Nomination and Remuneration Policy

The Company framed a policy lor Nomination and Remuneration of all Directors & KMPs etc in accordance with provisions of section 178 of Companies Act, 2013 and Rules made thereunder and other applicable provisions of Companies Act, 2013, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to harmonize the aspirations of human resources consistent with the goals of the Company. Board of Directors of the Company approved and updated the said policy as and when required. The same may be accessed on the Companyâs website at: https://tcxmopipe.com The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. Members arc expected to possess the required qualifications, integrity, expertise and experience for the position. They should also possess the deep expertise and insights in sectors / areas relevant to the Company and abil ity to contribute to the Companyâs growth.

31. Risk Management Policy

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 aff ect 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 arc 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 Companyâs competitive advantage.

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

32. Transfer to Investor Education and Protection Fund

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

33. Management Discussion and Analysis Report

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

34. Directors'' Responsibility Statement

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

(i) In the preparation of the annual accounts for the financial year 2023 24, 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 arc 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;

(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 arc 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.

35. Insolvency and Bankruptcy Code, 2016

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.

36. Details of difference between Amount of the valuation done at the time of One Time Settlement and the valuation done w hile taking loan from the Banks or Financial Institutions along with the reasons thereof

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.

37. Secretarial Standards

The Company is in compliance with the Secretarial Standards i.e. SS I and SS 2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively as specified by the Institute of Company Secretaries of India.

38. Revision of Annual Financial Statements

There was no ease of revision in financial statement during the year.

39. Voting Rights of Employees

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.

40. Material changes and commitments affecting the financial position of the Company.

41. Details of significant and material orders passed by the regulators or courts or tribunal

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

However, in previous years, the Company was in receipt of show cause notice from SHBI 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 SHBI passed an order on 28.06.2022 imposed a penalty of Rs. lOCr. under Section 15HAofthc SHB1 Act, 1992 and Rs. 25 lakhs under Section 23K of the Securities Contracts (Regulation) Act, 1956 (SCRA) on the Company. The Company after perusal and analysis of the said order and in consultation w ith 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 Honâble Securities Appellate Tribunal (SAT) against the said order on 05.08.2022. The Honâblc Tribunal in its order passed on 30.09.2022 which was published by the Honâble 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 SHBI 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 Honâble Supreme court of India against impugned final order dated 30.09.2022 of the Honâblc Securities Appellate Tribunal, Mumbai. Appeal is regarding set aside of penalty of Rs. 25.00 Lacs under Section 23Hof SCRA imposed on the company. On 15.03.2024, Honâble 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 matter continues to be sub judicc before the Honâblc 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), SHBI. The Company and other notices filed their respective replies on 08.03.2021 and 20.08.2022. Accordingly, a hearing before SHBI has been held on 23.08.2022. The WTM of SHBI 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:

iii. Shri Sanjay Agrawal, Managing Director, Shri Vijay Prasad Pappu, Whole lime Director, Shri Shanti Lai Badcra, 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 of03,03,01 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 Honâble Securities Appellate Tribunal, Mumbai 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 SHBI. After various hearings and orders, the matter is still pending before the said authority. However, the amount of USD 3.49 million as mentioned by SHBI, was already received by Tapti Pipes & Products Limited FZH, the Wholly Owned Subsidiary ofTexmo in September, 2012 and had additionally furnished a Certifieale from a Chartered Accountant stating the same before the Tribunal.

42. Code of Conduct

The Board has adopted the (âode of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. The compliance of the same has been affirmed and a declaration signed by the Managing Director to this effect is given below. Code of Conduct has also been posted on the Companyâs Website, https://texmopipc.com

Declaration

Pursuant to SEB1 (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 ofconduct in respect of financial year ended on March 31,2024.

43. Anti-sexual harassment policy

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 Rcdrcssal) 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 ofComplaints pending at the beginning of the financial year: Nil Number of Complaints received during the financial year: Nil

Number ofComplaints disposed offduring the financial year: Nil Number of Complaints pending at the end of financial year: Nil

44. Acknowledgement

For and on behalf of the Board of Directors

Sd/- Sd/-

Place:-Burhanpur Sanjay Kumar Agrawal Vijay Prasad Pappu

Date: August 13, 2024 Managing Director Whole Time Director cum CFO

(DIN 00316249) (DIN 02066748)

Mar 31, 2018

The Members,

The Directors have pleasure in presenting their 10^th Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditor''s Report for the year ended 31^stMarch, 2018.

1. Financial summary or highlights/Performance of the Company (Standalone and Consolidated) (Amount in Rs. Lakh)

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Turnover	25232.00	28,393.93	25829.82	32,172.97
Profit before Interest, Depreciation and Tax Less Interest Less Depreciation	1327.00 660.77 531.17	1447.01 731.05 664.85	1313.16 660.77 531.17	1424.87 731.05 664.85
Profit before tax Less Provision for tax Current tax Deferred tax Excess provision for earlier year	135.06 32.71 73.92 0.03	51.11 55.32 (52.84) 161.06	121.22 32.71 73.91 0.03	28.97 55.32 (52.84) 161.06
Profit after tax Prior year adjustment	28.41	(112.43)	14.57	(134.57)
Profit after tax & prior year adjustments	28.41	(112.43)	14.57	(134.57)
Profit after adjustment of discontinued operations	28.41	(112.43)	15.50	(134.22)
Balance of profit brought forward from earlier years	(1205.42)	(1078.71)	1936.99	2085.48
Transferred from Revaluation Reserve	12.47	7.79	12.47	7.79
Adjustment relating to Fixed Assets (net of Deferred Tax)	-	-	-	-
Unamortized cost written off on discounting of loans to subsidiary	(24.83)	(22.99)	(1.84)	(22.99)
Other comprehensive income	(12.61)	0.93	(12.61)	0.93
Exchange difference on translation of financial statements of foreign operations	-	-	(0.66)	-
Profit available for Appropriations:	(1201.98)	(1205.42)	1949.85	1936.99
Appropriations Transfer to General Reserves Proposed dividend: Equity Preference
Profit carried to Balance Sheet	(1201.98)	(1205.42)	1949.85	1936.99

During the year under review, the Company recorded total revenue of Rs. 25788.67 Lakh as compared to Rs.28870.62 Lakh in the previous year which is declined by 10.67%. The Company has earned a net profit of Rs. 28.41 Lakh as against loss of Rs. 112.43 Lakh in the previous year. Your Directors are hopeful that the company may be able to show better performance in coming year.

Your company recorded Production of 22886.08 MT for the year ended 31^st March, 2018 as against 22205.65 in the previous year which shows a increase to 3.06%.

2. Adoption of Indian Accounting Standards (IND-AS)

Pursuant to Companies (Indian Accounting Standards) Rules, 2015, IND-AS have become applicable to your Company with effect from 1^st April, 2017, accordingly the Company has prepared all its financial statements in compliance with IND-AS. Figures of previous financial year 2016-17 have also been restated as per applicable IND-AS. Impacts of first time adoption of IND-AS and various reconciliations are provided in the Standalone financial statements (please refer to Note 43 to the standalone financial statement).

3. Implementation of SAP 9.2

The Company has implemented SAP 9.2 a leading ERP solution with effect from 1^st April, 2017 by switching over from existing ERP. The implementation of SAP 9.2 shall integrate all the business process across the organization. The new Regime of SAP shall bring discipline by transforming the work culture thereby bringing transparency and structured information system.

4. Change in nature of Business

During the year under review, there has been no change in the nature of business of the Company.

5. Dividend

Your Directors do not recommended any dividend for the year ended 31st March, 2018 and the available surplus be retained to strength the net worth of the company.

6. Transfer to Reserves

Your Directors do not proposed any amount to be transferred to the Reserves for the year ended 31st March, 2018.

7. Details of Subsidiary/Associate Companies

The Company had two subsidiaries namely Tapti Pipes & Products Limited FZE (Overseas Subsidiary). Another subsidiary was Texmo Petrochemicals LLP.

Texmo Petrochemicals LLP has ceased to be subsidiary of the Company, during the year under review w.e.f 10.01.2018.

The consolidated financial statements of your Company for the financial year 2017-18, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (LODR) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, as approved by their respective Board of Directors.

8. Commission received by Directors from Subsidiary

During the year under review none of the directors of the company are inreceipt of the commission or remuneration from subsidiary of the Company, as provided under section 197 (14) of the Companies Act, 2013.

9. Particulars of Employees

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

10. Details relating to remuneration of Director, KMPs and employees

11. Particulars of loans, guarantees, investments outstanding during the financial year

12. Extract of the annual return

In terms of provision of Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return as provided under sub-section (3) of the Section 92 of the Companies Act, 2013 in Form MGT-9 forming part of this Board''s Report and is annexed as Annexure -B.

13. Deposits

Your company has not invited/accepted any deposit within the meaning of Section73 of the Companies Act, 2013 and Rules made there under, during the year under review.

14. Conservation of energy, technology absorption, foreign exchange earnings and outgo

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 of this Board''s Report and is annexed as Annexure-C.

15. 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 and on an arm''s 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. The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 for the financial year 2017-18 in the prescribed format, AOC 2 has been enclosed with the report as Annexure-D.

The Policy on materiality of related party transactions and manner of dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: www.texmopipe.com.

16. Auditors:

A. Statutory Auditors:

M/s. Pankaj Somaiya & Associates LLP, Chartered Accountants, Burhanpur (M.P.), (Firm Registration No. 010081C/C400001), the Statutory Auditors of the Company, hold office till the conclusion of the 10th Annual General Meeting of the Company. The Board has recommended the appointment of M/s Anil Kamal Garg & Co; Chartered Accountants, Indore (Firm Registration No. 004186C) as the Statutory Auditors of the Company in their place, for a term of five consecutive years, from the conclusion of this Annual General Meeting till the conclusion of the 15th Annual General Meeting of the Company. The company has received from M/s Anil Kamal Garg & Co; Chartered Accountants, Indore (Firm Registration No. 004186C) an eligibility letter under section 141 of the Companies Act, 2013 and rules made thereunder that they are not disqualified.

B. Secretarial Auditor:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Dinesh Kumar Gupta, Company Secretary in Practice, Indore (M.P), to undertake the Secretarial Audit of the Company for the Financial Year 2018-19.

C. Cost Auditors:

During the year under review, M/s Sushil Kumar Mantri & Associates, Cost Accountants (Firm Registration No 101049) have tendered their resignation for Financial Year 2017-18 due to their personal reason. 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 Auditors to audit the cost accounts of the Company for the Financial Year 2017-18.

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 Auditors to audit the cost accounts of the Company for the Financial Year 2018-19. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors require ratification by the shareholders of the company.

17. AUDITORâS REPORTS

A. Statutory Auditorâs Report:

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.

B. Secretarial Auditorâs Report:

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 From MR-3, from CS Dinesh Kumar Gupta, Company Secretary in practice, Indore (M.P.). The Secretarial Auditor'' Report is annexed herewith as Annexure -E

18. Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

19. Share Capital

During the Financial Year 2017- 18, there has been increase in paid-up share capital of the Company from Rs. 23,82,00,000/- to Rs. 25,02,00,000/-, pursuant to allotment of 12,00,000 Equity shares of face value of Rs. 10/- at a premium of Rs. 12/- each on preferential basis to Shree Padmavati Irrigations LLP, Promoter Group entity.

The Company has complied all the provisions of Companies Act, 2013 & Rules made thereunder, SEBI (LODR) Regulations, 2015, SEBI (ICDR) Regulations, 2009, SEBI (SAST) Code and all other applicable provisions including obtaining all requisite approvals from National Stock Exchange of India Ltd & BSE Ltd where the shares of the Company are listed.

20. Disclosure regarding issue of employee stock options

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

21. Disclosure regarding issue of sweat equity shares

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.

22. Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Rashmi Devi Agrawal (DIN 00316248), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Smt. Rashmi Devi Agrawal has given declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that she is not disqualified from being reappointed as a Director of the Company.

During the Financial Year under review there is no change has taken place in Directors or KMPs of the Company.

23. Declaration given by Independent Director(s) and reappointment.

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.

24. Internal Financial Controls

25. Number of meetings of Board of Directors and committees

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.

26. Audit Committee

The Audit Committee comprises of 4 (four) Members of which 3 (three) are independent including Chairman. All recommendations made by the Audit Committee were accepted by the Board during FY 2017-18.

27. Familiarization Programme

- Independent directors'' roles, rights and responsibilities;

- Board dynamics & functions;

- Nature of the Industry in which the Company operates;

- Business Model of the Company;

- Compliance management.

The Policy on Familiarization Programme may be accessed on the Company''s website at the link: WWW.texmopipe.com.

28. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company, therefore the company has not developed and implemented any Corporate Social Responsibility initiatives.

29. Corporate Governance

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.

30. Details of establishment of vigil mechanism for directors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulation, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an email, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link www.texmopipe.com. During the year no complaint was received on vigil mechanism.

31. Nomination and Remuneration Policy

The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. Members are expected to possess the required qualifications, integrity, expertise and experience for the position. They should also possess the deep expertise and insights in sectors / areas relevant to the Company and ability to contribute to the Company''s growth.

32. Risk Management Policy

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 today''s 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.

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

33. Transfer to Investor Education and Protection Fund

During the year under review the Company has transferred Rs 20,250/- (Rupees Twenty Thousand Two Hundred Fifty only) to Investor Education and Protection Fund, said amount were pertains to application money and remained unclaimed for previous seven years. The Company has followed the requisite procedure and complied all relevant provisions in this regard.

34. Management Discussion and Analysis Report

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Board''s report as Annexure-F.

35. Directors'' Responsibility Statement

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

(i) in the preparation of the annual accounts for the financial year 2017-18, 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 of the company at the end of the financial year and of the 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.

36. Material changes and commitments affecting the financial position of the Company.

37. Details of significant and material orders passed by the regulators or courts or tribunal

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

38. Anti sexual harassment policy

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 received: Nil

Number of Complaints disposed off: Nil

39. Acknowledgement

For and on behalf of the Board of Directors

Place:- Burhanpur Sanjay Kumar Agrawal Vijay Prasad Pappu

Date:- 25.08.2018 Managing Director Whole Time Director cum CFO

(DIN 00316249) (DIN 02066748)

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 8th Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditor''s Report for the year ended 31st March, 2016.

1-Financial summary or highlights/Performance of the Company (Standalone and Consolidated)

(Amount in Rs-Lac)

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Turnover	27,903.28	26604.07	27903.28	33352.60
Profit before Interest, Depreciation	1813.15	1845.13	1769.45	1855.64
and Tax			771.96
Interest	771.96	833.63	550.62	833.63
Depreciation	550.62	525.44		525.44
Profit before tax	490.57	486.06	446.88	496.57
Provision for tax
- Current tax	137.59	148.74	137.60	149.23
- Deferred tax	(20.72)	8.97	(20.56)	8.65
Excess provision for earlier year	-	(2.14)		(2.14)
Profit after tax	373.70	330.50	329.85	340.84
Prior year adjustment	-	-		-
Profit after tax & prior year	373.70	330.50	329.85	340.84
adjustments
Balance of profit brought forward	2,573.35	2248.07	2588.04	2,252.42
from earlier years
Adjustment relating to Fixed Assets	-	(5.22)	-	(5.22)
(net of Deferred Tax)
Profit available for Appropriation	2,947.06	2573.35	2917.89	2,588.03
Appropriations
Transfer to General Reserves
Proposed dividend:	-	-	-	-
- Equity	-	-	-	-
- Preference	-	-	-	-
Profit carried to Balance Sheet	2947.06	2573.35	2917.89	2,588.03

On a standalone basis your company recorded a turnover of Rs-27,903.28 Lac for the year ended 31st March, 2016 as against Rs.26,604.07 Lac in the previous year which shows an increase of 4.88%.

On a standalone basis, the profit before interest, depreciation and tax for the financial year is Rs-1813.15 Lac as against Rs-1845.13 Lac recorded in the previous year-The profit before tax for the financial year stood at Rs-490.57 compared to Rs-486.06 Lac of the previous year-The profit after tax, before exceptional item for the financial year at Rs-373.70 Lac compared to Rs-330.50 Lac of the previous year.

On a standalone basis your company recorded Production of 22532.71 MT for the year ended 31st March, 2016 as against 21213.03 MT in the previous year which shows an increase of 6.22%.

2- Change in nature of Business

During the year under review, there has been no change in the nature of business of the Company

3- Dividend

Your Directors do not recommended any dividend for the year ended 31 st March, 2016 and the available surplus be retained to strength the net worth of the company.

4- Transfer to Reserves

Your Directors do not proposed any amount to be transferred to the Reserves for the year ended 31st March, 2016.

5- Details of Subsidiary/Associate Companies

We have one subsidiary Company namely Tapti Pipes & Products Limited FZE (Overseas Subsidiary)-Another subsidiary Company namely Texmo Petrochemicals Private Limited has been converted in to Texmo Petrochemicals LLP w.e.f-18th September, 2015.

The consolidated financial statements of your Company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (LODR) Regulations, 2015-The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary, as approved by their respective Board of Directors.

A separate statement in Form AOC-1 containing the salient features of financial statements of subsidiary of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

6- Commission received by Directors from Subsidiary

During the year under review none of the directors of the company are in receipt of the commission or remuneration from subsidiaries of the Company, as provided under section 197 (14) of the Companies Act, 2013.

7- Particulars of Employees

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

8- Details relating to remuneration of Director, KMPs and employees

Disclosure pertaining to remuneration and other details as required Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure A.

9- Particulars of loans, guarantees, investments outstanding during the financial year

10- Extract of the annual return

The Extract of the Annual Return as provided under sub-section (3) of the Section 92 in form MGT-9, forms part of this Boardâs Report and is annexed as Annexure B.

11- Deposits

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.

12- Conservation of energy, technology absorption, foreign exchange earnings and outgo

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 of this Boardâs Report and is annexed as Annexure-C

13- 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 and on an armâs 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-The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 for the financial year 2015-16 in the prescribed format, AOC 2 has been enclosed with the report as Annexure-D.

14- Auditors:

A- STATUTORY AUDITORS:

M/S Pankaj Somaiya & Associates LLP, Chartered Accountants, Burhanpur(M.P), (Firm Registration No-010081C)

Statutory Auditors of the company, were appointed as Statutory Auditors of the Company at 7th Annual General Meeting of the Company held on 26th September, 2015 to hold office from the conclusion of 7th Annual General Meeting until the conclusion of the 10th Annual General Meeting subject to ratification of the appointment by the members at every Annual General Meeting-The Board of Directors recommended ratification of appointment of M/S Pankaj Somaiya & Associates LLP, CHARTERED ACCOUNTANTS, Burhanpur (M.P.), as the Statutory Auditors of the Company-The company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made there under that they are not disqualified.

B- SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CS Dinesh Kumar Gupta, Company Secretary in Practice, Indore (M.P.), to undertake the Secretarial Audit of the Company.

C- COST AUDITORS:

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Sushil Kumar Mantri & Associates, Cost Accountants, (Firm Registration No-101049), as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2016-17-In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors require ratification by the shareholders of the company.

15- Auditorâs Reports

A- STATUTORY AUDITORâS REPORT:

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

B- SECRETARIAL AUDITORâS REPORT:

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 From MR-3, from CS Dinesh Kumar Gupta, Company Secretary in practice, Indore (M.P.)-The Secretarial Auditorâ Report is annexed herewith as Annexure -E

16- Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

17- Share Capital

There has been no change in the capital structure of the Company during the year under review.

18- Disclosure regarding issue of employee stock options

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

19- Disclosure regarding issue of sweat equity shares

The Company 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.

20- Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt-Rashmi Devi Agrawal (DIN 00316248), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment-Smt-Rashmi Devi Agrawal has given declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that she is not disqualified from being reappointed as a Director of the Company.

Mr-Ravi Patidar Company Secretary and Compliance Officer (ACS No 32328) of the Company resigned from the services of Company with effect from 16th October, 2015 and Mr-Shyam Sunder Agrawal (ACS No 24489) has been appointed as Company Secretary and Compliance Officer of the Company with effect from 2nd November, 2015-Mr-Satyendra Rathi CFO resigned from the services of Company with effect from 1st February, 2016 and Mr-Vijay Prasad Pappu has been appointed as CFO of the Company along with his original capacity of Whole Time Director with effect from 8th February, 2016.

21- Declaration given by Independent Director(s) and reappointment,

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.

22- Internal Financial Controls

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 Company''s 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 Audit whose findings and recommendations are reviewed by the 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.

23- Number of meetings of Board of Directors and committees

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.

24- Audit Committee

The Audit Committee comprises of 4 (four) Members of which 3 (three) are independent including Chairman-All recommendations made by the Audit Committee were accepted by the Board during FY 2015-16.

25- Familiarization Programme

- Familiarization with the Company;

- Independent directorsâ roles, rights and responsibilities;

- Board dynamics & functions;

- Nature of the Industry in which the Company operates;

- Business Model of the Company;

- Compliance management.

The Policy on Familiarization Programme may be accessed on the Companyâs website at the link: www.texmopipe.com.

26- Corporate Social Responsibility

As per section 135 of the Companies Act, 2013, all Companies having net worth of Rs-500 crore or more, or turnover of Rs-1000 crore or more, or a net profit of Rs-5 crore or more during any financial year are required to constitute a CSR Committee of the Board of Directors comprising three or more Directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profit of the Companyâs three immediately preceding financial year-The Company is not covered under the above mentioned limits of the act-However it has taken voluntary initiative by forming CSR Committee comprising of two independent directors and an executive director as member-As and when Company meets the required threshold limits of CSR policy further action will be taken accordingly in such respect.

27- Corporate Governance

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.

28- Details of establishment of vigil mechanism for directors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulation, includes an Ethics & Compliance Task Force comprising senior executives of the Company-Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee-The Policy on vigil mechanism and whistle blower policy may be accessed on the Companyâs website at the link: www.texmopipe.com

29- Nomination and Remuneration Policy

The Company framed a policy for Nomination and Remuneration of all Directors & KMPs etc in accordance with provisions of section 178 of Companies Act, 2013 and Rules made there under and other applicable provisions of Companies Act, 2013, provisions of SEBI Listing Regulations, 2015, to harmonize the aspirations of human resources consistent with the goals of the Company-Board of Directors of the Company approved and updated the said policy as and when required-The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members-Members are expected to possess the required qualifications, integrity, expertise and experience for the position-They should also possess the deep expertise and insights in sectors / areas relevant to the Company and ability to contribute to the Companyâs growth.

30- Risk Management Policy

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 todayâs 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 Companyâs competitive advantage-In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company.

31- Management Discussion and Analysis Report

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

32- Directorsâ Responsibility Statement

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

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

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

(v) 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.

(vi) 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.

33- Material Changes And Commitments Affecting The Financial Position Of The Company

There has 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 relates and date of this report.

34- Details of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunal

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

35- Anti sexual harassment policy

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)Act2013-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 received: Nil Number of Complaints disposed off: Nil

36- Acknowledgement

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, banks, consultants, financial institutions, government authorities and stock exchanges-The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

Forand on behalf of the Board of Directors

Place:-Burhanpur Sanjay Agrawal Vijay Prasad Pappu

Date :-09.08.2016 Managing Director Whole Time Director cum CFO

(DIN 00316249) (DIN 02066748)

Mar 31, 2014

Dear Shareholders,

The directors are pleased to present the Sixth Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2014.

PerformanceHighlights

The highlights of the financial results of the Company for the year ended 31st March, 2014 is summarized below

Rs in Lacs Standalone

Particulars 2013-14 2012-13

Profit before Interest, Depreciation and Tax 1516.58 1462.00

Interest 716.57 727.72

Depreciation 548.90 511.72

Profit before tax 251.11 222.56

Provision for tax

-Current tax 52.70 41.75

-Deferred tax 16.38 30.46

Profit after tax 182.03 150.35

Prior year adjustment -- 27.47

Profit after tax & prior year adjustments 182.03 122.88

Balance of profit brought forward from earlier 2066.05 1943.17 years

Profit available for appropriation

Appropriaions: 2248.08 2066.05

Proposed dividend:

-Equity ------- -------

-Preference ------- -------

Balance of profit 2248.08 2066.05

Paticular Consolidated 2013-14 2012-13

Profit before Interest, Depreciation and Tax 1519.81 1465.43

Interest 716.57 727.72

Depreciation 548.90 511.72

Profit before tax 254.34 225.99

Provision for tax

-Current tax 52.77 41.81

-Deferred tax 16.38 30.46

Profit after tax 185.20 153.72

Prior year adjustment -- 27.47

Profit after tax & prior year adjustments 185.20 126.25

Balance of profit brought forward from earlier 2067.22 1940.96 Year

Profit available for appropriation

Appropriaions: 2252.42 2067.22

Proposed dividend:

-Equity ------- -------

-Preference ------- -------

Balance of profit 2252.42 2067.22

On a standalone basis your company recorded a turnover ofRs 19,730.83 Lac for the year ended 31st March, 2014 as against Rs 16,880.69 Lac in the previous year which shows an increase of 16.88%. Company had recorded a Manufacturing turnover ofRs 19,361.19 Lac for the year ended 31st March, 2014 as against Rs 16,615.33 Lac in the previous year which shows an increase of 16.53%.

On a standalone basis, the profit before interest, depreciation and tax for the financial year is 1516.58 Lac- as against Rs 1462.00 Lac recorded in the previous year. The profit before tax for the financial year stood atRs 251.11 Lac compared to Rs 222.56 Lac of the previous year. The profit after tax, before exceptional item for the financial year atRs 182.03 Lac compared toRs 122.88 Lac of the previous year.

On a consolidated basis, your Company has recorded Profit before tax ofRs 254.34 Lac during the year and Profit after tax stood atRs 185.20 Lac.

Dividend

With a view of augmenting the financial resources for generating stable growth the Board of Directors of the company has decided to carry forward entire profit and hence they did not propose any dividend for the financial year on equity shares.

Industrial relations

The Board of Directors is happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

Directors

Smt. Rashmi Agrawal (DIN 00316248) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Chakradhar Bharat Chhaya (DIN 00968966), Mr. Shantilal Badera (DIN 02295033) and Mr. Sunil Kumar Maheshwari (DIN 03304103) Non executive Directors of the Company are Independent Directors as per Clause 49 of the Listing Agreement with Stock Exchanges. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, the aforesaid persons are proposed to be appointed as Independent Directors for five consecutive years for a term upto March 31, 2019. Notice has been received from a member proposing the aforesaid Directors as candidates for the office of Director of the Company. In the opinion of the Board, aforesaid persons fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as an Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail services of the aforesaid Directors as Independent Director. Accordingly, the Board recommends appointments of Mr. Chakradhar Bharat Chhaya (DIN 00968966), Mr. Shantilal Badera (DIN 02295033) and Mr. Sunil Kumar Maheshwari (DIN 03304103) as Independent Directors, for the approval by the shareholders of the Company.

All the appointments of the Directors of the Company are in compliance with the provisions of section 164 (2) of the Companies Act, 2013.

Deposits

During the year under review, your Company has not accepted any fixed deposits under Section 73 of the Companies Act, 2013.

Insurance

The assets of the Company are adequately insured against the loss of fire, natural calamities and such other risk considered by management of the Company.

Subsidiaries

Your Company has two wholly owned subsidiary companies viz., Tapti Pipes & Products Limited FZE, Sharjah and Texmo Petrochemicals Private Limited, Burhanpur.

Tapti Pipes & Products Limited (Over seas Subsidiary)

Tapti Pipes & Products Limited, a wholly-owned Subsidiary of the Company in FZE, Sharjah, UAE. It is engaged in the business of general trading. However during the year Company mainly traded in polymers, chemicals, metal and related products. During the year, your company invested USD nil towards share capital and total investment in said subsidiary till date amounted to USD 9620 . The said subsidiary company registered Net Profit for the year ended March 31, 2014USD4987.

Texmo Petrochemicals Private Limited (Indian Unlisted Subsidiary)

Texmo Petrochemicals Private Limited, a wholly-owned Subsidiary of the Company. Total investment in said subsidiary till date amounted to Rs 2,00,00,000 The said subsidiary company registered Net Profit for the year ended March 31, 2014 Rs14,600/-

Management Discussion and Analysis

The Management''s Discussion andAnalysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

Consolidated Financial Statements

A statement containing brief financial details of the Subsidiary Companies for the year ended 31st March, 2014 is included in the notes on the consolidated financial statement. As required under the Companies Act, 1956 and Companies Act, 2013 and Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its Subsidiaries as per Accounting Standard (AS) - 21 and form part of the Annual Report andAccounts.

In terms of General Circular No. 2/2011 dated February 08, 2011 issued by the Government of India, Ministry of Corporate Affairs granting general exemption under Section 212 of the Companies Act, 1956 and consent of the Board of Directors vide their resolution passed at the Board Meeting, the Company has not attached with its Balance Sheet as at March 31,2014, copies of the Balance Sheet, Statement of Profit and Loss and reports of the Board of Directors and Auditors of the Company''s subsidiaries and has disclosed the requisite information in the Consolidated Balance Sheet as at March 31,2014.

Pursuant to the General CircularNo: 2/2011 dated February 08,2011 the Company hereby undertakes that:

I. Annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time.

II. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the registered office of the Company and of the subsidiary companies concerned.

III. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility forms an integral part of the Company''s business activities. CSR activities have been formalized this year with identification of regional coordinators and finalization of CSR calendar for the year. The Company provides safe and healthy working environment to its employees.

Appointment ofCost Auditor

As per the Companies (Cost Records andAudit) Rules, 2014the Company has appointed M/s. Sushil Kumar Mantri & Associates, Cost Accountants, Indore (M.P.), as the Cost Auditors for the purpose of conduct of Cost Audit of the CostAccounting Records of the Company for the Financial Year 2014-2015.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, with respect to the director''s responsibility statement, it is hereby confirmed that:

(a) in the preparation of accounts for the year ended March 31,2014 the applicable Accounting standards had been followed along with proper explanation relating to the material departures;

(b) the directors of the Company had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31,2014 and profit of the Company for the year ended March 31,2014.

(c) the directors of the Company had taken proper and sufficient care for the maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the directors of the Company had prepared the accounts of the Company for the financial year ended March 31, 2014 on a going concern basis.

Code of conduct

The Board has laid down a code of conduct for all Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2013-14.

Listing

The equity shares of the Company are listed with Bombay Stock Exchange and National Stock Exchange. There are no arrears on account of payment of listing fees to the Stock Exchanges.

Auditor s & Auditor''s Report

The Company''s Statutory Auditors, M/s Pankaj Somaiya and Associates, LLP, Burhanpur (M.P.) will retire at the ensuingAnnual General Meeting of the company and being eligible offers themselves for re-appointment.

The Company has received a certificate from M/s. Pankaj Somaiya & Associates LLP to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of The CompaniesAct, 2013. The Board of Directors recommends to the shareholders the appointment of M/s. Pankaj Somaiya & Associates LLP as Statutory Auditors of the Company.

The Auditors'' Report is self explanatory and therefore, does not call for any further information or explanation under Section217(3)ofthe CompaniesAct, 1956.

Particulars of Employees

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with sub-section (2A) of Section 217 of the Companies Act, 1956, hence statement containing particulars of employees falling under aforesaid is not required to be appended to this Report.

Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 134 (3m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure-1 and forms part of this report.

Corporate Governance

The Company has been practicing the principles of good Corporate Governance during the year. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on corporate governance form part of the Annual Report. Your Company is also following the Secretarial Standard norms issued by the Institute of Company Secretaries of India (ICSI).

Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to receive the same support for our endeavor to grow consistently.

FOR AND ON BEHALF OF THE BOARD

Date: 14th August, 2014 Place: Burhanpur Managing Director Whole Time Director

Mar 31, 2012

The directors are pleased to present the fourth Annual Report and the Audited Accounts for the financial year ended31st March,2012.

Performance Highlights

Your directors hereby report that on a standalone basis your company recorded a turnover of Rs.16526.19 Lacs for the year ended 31 st March, 2012 as against Rs. 13376.19 Lacs in the previous year which shows an increase of 23.55%.

The highlights of the financial results of the Company for the year ended 31st March, 2012 is summarized below:

(Rs in Lacs)

Standalone Consolidated

Particulars 2011-12 2010-11 2011-12

Profit before Interest, Depreciation and Tax 1917.62 1680.05 1917.20

Interest 834.10 523.92 835.89

Depreciation 483.14 179.66 483.14

Profit before tax 600.38 976.47 598.17

Provision for tax - Current tax 145.71 207.42 145.71

- Deferred tax 33.56 101.47 33.56

Profit after tax 421.11 667.58 418.90

Prior year adjustment 0.09 11.86 0.09

Profit after tax & prior year adjustments 421.02 679.44 418.81

Balance of profit brought forward from earlier 1522.15 842.71 1522.15 years

Profit available for appropriation

Appreciations: 1943.17 1522.15 1940.96 Proposed dividend:

- Equity

- Preference

Balance of profit 1943.17 1522.15 1940.96

On a standalone basis, the profit before interest, depreciation and tax for the financial year is Rs. 1917.62 lacs which was against Rs. 1680.05 lacs in the previous year. The profit before tax for the financial year stood at Rs. 600.38 lacs compared to Rs. 976.47 lacs of the previous year. The profit after tax, before exceptional item for the financial year at Rs. 421.02 lacs compared to Rs. 679.44 lacs of the previous year.

On a standalone basis, the profit before interest, depreciation and tax for the financial year is showed hike of 14.14% as compared to previous year 2010-11 However due to additional interest cost and higher depreciation, the profit before tax for the current year is less than previous year.

On a consolidated basis, your Company has recorded Profit before tax of Rs. 598.17 Lacs during the year under the report and Profit after tax stood at Rs. 418.90 Lacs.

Dividend

With a view of augmenting the financial resources for generating stable growth the Board of Directors of the company has decided to carry forward entire profit and hence they did not propose any dividend for the financial year on equity shares.

Industrial relations

The Board of Directors is happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

Directors

Mr. Sunil Kumar Maheshwari is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your Directors recommend his reappointment.

A brief write-up on the director seeking re-appointment on account of retirement by rotation has been given in this Annual Report under the section "Corporate Governance.

All the appointments of the Directors of the Company are in compliance with the provisions of Section 274 (l)(g)of The Companies Act, 1956.

Deposits

During the year under review, your Company has not accepted any fixed deposits under Section 58 A of the Companies Act, 1956.

Global Depository Receipts (GDRs)

During the year your Company had issued 6,27,500 Global Depositary Receipts (GDRs) representing 1,25,50,000 underlying equity shares.

Above issue GDRs are listed and traded at Luxembourg Stock Exchange.

Subsidiary Company

Your Company has incorporated one wholly owned subsidiary company M/s. Tapti Pipes & Products Limited at FZE, Sharjah in March 2011. Your Company holds 100% of the total equity share capital of the said subsidiary company.

Further your Company has incorporated in the month of November 2011, a new wholly owned subsidiary company known as M/s. Texmo Petrochemicals Private Limited Registered office at 98, Bahawalpur Road, Burhanpur (M.P.).

A statement containing brief financial details of the Subsidiary Companies for the year ended 31st March, 2012 is included in the notes under consolidated financial statement. As required under the Listing Agreements applicable with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its Subsidiaries as per Accounting Standard (AS)-21 and form part of the Annual Report and Accounts.

The Annual Accounts of the Subsidiary Companies and other related information in detail will be made available to the Shareholders of the Company seeking such information. The Annual Account of the Subsidiary Companies are also kept for inspection by any investor at the Registered Office of the Company.

Management Discussion and Analysis

The Management's Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

Consolidated Financial Statements

As per Section 212 of the Companies Act, 1956, we are required to attach the Balance Sheet, Profit and Loss account, the Reports of the Board of Directors and Auditors of the subsidiary companies with the Balance Sheet of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8,2011 has provided an exemption to companies from complying with Section 212, provided

such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report of financial year 2011-12 contains the consolidated financial statements of the Company instead of the separate financial statements of all our subsidiaries. The audited annual accounts and related information of our subsidiaries will be made available upon request. The annual accounts of the subsidiary companies shall be available for inspection during business hours at our head office and registered office and at the registered office of the respective subsidiary.

Appointment of Chief Financial Officer (CFO)

Mr. Satyendra Rathi has been appointed as the Chief Financial Officer of the company w.e.f. 16th July 2012. Corporate Social Responsibility (CSR)

Corporate Social Responsibility forms an integral part of the Company's business activities. CSR activities have been formalized this year with identification of regional coordinators and finalization of CSR calendar for the year. The Company provides safe and healthy working environment to its employees and a Policy in this regard has been implemented during the year.

Appointment of Cost Auditor

The Government of India, Ministry of Corporate Affairs, Cost Audit Branch vide its Order dated January 24, 2012 bearing no. F. No. 52/26/CAB-2010 has directed all Companies to which the Companies (Cost Accounting Records) Rules, 2011 apply, to get their cost accounting records, in respect of each of its financial year commencing on or after April 1,2012 and for every financial year thereafter, audited by a Cost Auditor. In compliance with the said directive, the Company has appointed M/s. Sarah Parikh & Associates, Cost Accountants, Indore (M.P.), as the Cost Auditors for the purpose of conduct of Cost Audit of the Cost Accounting Records of the Company for the F financial Year 2012-2013.

Directors' Responsibility Statement

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, as amended, with respect to the directors' responsibility statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts of the company for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

(ii) 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 and of the profit of the Company for that period;

(iii) That the Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a 'going concern' basis.

Code of Conduct

The Board has laid down a code of conduct for all Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2011 -12.

Auditors & Auditor's Report

The Company's Statutory Auditors, M/s. Pankaj Somaiya and Associates, Chartered Accountants, Burhanpur will retire at the ensuing Annual General Meeting of the company and being eligible offers themselves for re-appointment.

The Company has received certificates from M/s. Pankaj Somaiya & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of The Companies Act, 1956. The Board of Directors recommends to the shareholders the appointment of M/s. Pankaj Somaiya & Associated as Statutory Auditors of the Company.

The comments on the statement of account referred in the report of the Auditors are self explanatory and are explained in the notes to accounts.

Particulars of Employees

The information required under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is provided in an Annexure-1 forming part of this Report. In terms of Section 219(l)(b)(iv) of the Act, the Reports and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary at Registered office of the company.

Dematerialization of Shares

The company's shares have been made available for dematerialization through the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure-2 and forms part of this report.

Corporate Governance

The Company has been practicing the principles of good Corporate Governance during the year. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on corporate governance form part of the Annual Report. Your Company is also following the Secretarial Standard norms issued by the Institute of Company Secretaries of India (ICSI).

Acknowledgment

Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to receive the same support for our endeavor to grow consistently.

FOR AND ON BEHALF OF THE BOARD

Date: 16th August 2012 Sanjay Agrawal

Place: Burhanpur Chairman Managing Director

Mar 31, 2011

Dear Shareholders,

The directors have pleasure in presenting to you the Third Annual Report of the Company together with the Audited Accounts for the financial year ended 31st March,2011.

Performance Highlights

Your directors here by report that the company recorded a turnover of Rs.13376.20 Lacs fortheyear ended 31st March, 2011 as against Rs.8213.79 Lacs as the previous year of the Company which shows 63% increase from the previous year.

The highlights of the financial results of the Company areas follows:

(Rupees in Lacs)

Particulars 2010-11 2009-10

Profit before Depreciation and Interest 1.63 1.6056

Interest 603.50 353.63

Depreciation 179.66 82.00

Profit before tax 976.7 624.93

Provision for tax

- Current tax 207.42 167.86

- Deferred tax 101.47 44.55

Profit after tax 667.58 412.52

Prior year adjustment -11.85 12.31

Profit after tax & prior year adjustments 679.43 400.21

Balance of profit brought forward from earlier 842.71 442.50 years

Profit available for appropriation

Appreciations: 1,522.14 842.71

Proposed dividend: -- --

- Equity -- --

- Preference

Baknce of profit 1,522.14 842.71

During the year under review, the profit before depreciation and interest for the year at Rs. 1,759.63 lacs was against Rs. 1060.56 lacs in the previous year. The profit after depreciation for the year at Rs.1,579.97 lacs as against Rs.978.56 lacs in the previous year. The profit aftertax, before exceptional item for the year at Rs. 679.43 lacs was higher compared to Rs.400.21 lacs of the previous year signifying a growth of 69.77%.

Dividend

With a vision of augmenting financial resourced for generating stable growth, the Board of Directors has decided to carryforward the profit forthe business of the company and hence did not propose any dividend on equity shares for the year under review

Changes in share capital

During the year the Company has increased its Authorized Share Capital from Rs. 15.00 Crores to Rs. 30.00 Crores.

Company allotted 1,25,50,000 equity shares of the face value of Rs. 10/- each on the exercise of Global Depository Receipts dated on 11th April 2011 and consequently the number of issued, subscribed and paid up equity shares has increased from 1,12,70,000 equity shares to 2,38,20,000 equity shares of Rs. 10/- each.

Industrial relations

The Board of Directors is happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

Directors

Mr. RajeshSelot resigned as Director of the company with effect from 12.11.2010. YourDirectors place on record their appreciation for guidance given by him during his period.

During the year, Mr. Sunil Kumar Maheshwari was appointed as Additional Director w.e.f. 22.11.2010 of the Company by the Board in terms of Section 260 of the Companies Act, 1956. He holds office up to the date of the ensuing Annual General Meeting of the Company. The Company has received notice in terms of Section 257 of the Companies Act, 1956 for appointment of Shri Sunil Kumar Maheshwari as Director liable to retire by rotation.

Mr. Chakradhar Bharat Chhaya is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your Directors recommend their appointment/reappointment for your approval.

All the appointments of the Directors of the Company are in compliance with the provisions of Section 274 (1)(g) of The Companies Act,1956.

Deposits

During the year under review, the Company neither accepted nor invited any deposits from the public in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore the information relating thereto is NIL.

Global Depository Receipts (GDRs)

The Global Depository Receipts (GDRs) issued by the Company are listed and traded at Luxembourg Stock Exchange. As on date total outstanding GDRs is 6,27,500 representing 1,25,50,000 number of equity shares of Rs.10/-each.

Proceedings of GDRs are not repatriated to India. The Company has arised total fund of USD $ 99,96,075 and fund are invested in money market transaction in overseas.

Subsidiary Company

Company has incorporated its Wholly Owned Subsidiary Company (WOS) viz. Tapti Pipes and Products Limited FZE at Sharjah on 13th March 2011.

As on date of this report the Tapti Pipes and Products Limited FZE has not started any business activity. Statement as per section 212 is enclosed herewith in Annexare-1 Part of this report.

Directors' Responsibility Statement

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, as amended, with respect to the directors' responsibility statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the year ended 31st March 2011, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

(ii) that our 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 and of the profit of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a 'going concern' basis.

Code of conduct

The Board has laid down a code of conduct for all Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2010-11.

Auditors & Auditors Report

The Company's Statutory Auditors, M/s Pankaj Somaiya and Associates, Chartered Accountants, Burhanpur will retire at the ensuing Annual General Meeting of the company and being eligible offers themselves for re-appointment.

The Company has received certificates from M/s. Pankaj Somaiya & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of The Companies Act, 1956.

The Board of Directors recommends to the shareholders the appointment of M/s. Pankaj Somaiya & Associated as Statutory Auditors of the Company.

The comments on the statement of account referred in the report of the Auditors are self explanatory and are explained in the notes to accounts.

Particulars of Employees

Company does not have any employee who was in receipt of remuneration of Rs. 5.00 lacs per month or Rs. 60.00 lacs per year during the year under review. Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended upto date is not required to be circulated as part of this report.

Human Resource Management

The key resource for the company is its employees. The company has been able to create a favorable work environment that encourages innovation and meritocracy The efforts of the company in the area of employee management and HR practices have been proved effective in Human Resource Management.

Dematerialization of Shares

The company's shares have been made available for dematerialization through the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure-1 and forms part of this report.

Corporate Governance

The Company has been practicing the principles of good Corporate Governance during the year. A detailed report on Corporate Governance Practices followed by the Company is provided separately with this Report.

Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution made by employees throughtheirdedication,hardworkand commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to having the same support for our endeavour to grow consistently.

FOR AND ON BEHALF OF THE BOARD Date : 11th, August 2011 Place: Burhanpur Sd/-

Sanjay Agrawal

Chairman cum Managing Director

Mar 31, 2010

The directors have pleasure in presenting to you the second Annual Report of the company together with the Audited Accounts for the financial year ended 31 st March, 2010.

1. Performance Highlights

Your directors hereby report that the company achieved a turnover of Rs. 82.13 crores up to 31 st March, 2010 which shows 69.06 % increase from the previous nine months of operation i.e. from 03rd July, 2008 to 31 st March, 2010.

The highlights of the financial results are as follows:

(Rupees in Lakhs)

Particulars 2009-10 2008-09

(9 Months)

Profit before Depreciation and Interest 1060.56 831.08

Interest 353.63 183.51

Depreciation 82.00 46.96

Profit before tax 624.93 600.61

Provision for tax

- Current tax 167.86 133.94

- Deferred tax 44.55 26.59

- Fringe benefit tax 1.02

Profit after tax 412.52 439.06

Prior year adjustment 12.31 -

Profit after tax & prior year adjustments 400.21 439.06

Balance of profit brought forward from earlier years 442.50 3.44

Profit available-for appropriation

Appreciations: 842.71 442.50

Proposed dividend:

- Equity -- --

- Preference -- --

"Balance of profit 842.71 442.50

During the year profit before depreciation and interest increase at Rs. 1060.56 Lacs as against Rs.831.06 Lacs (for the period of 9 months from 3rd July, 2008 to 31st March, 2009) in the previous year. The profit after depreciation of your company stood at Rs. 978.56 Lacs as against Rs. 784.12 Lacs (for the period of 9 months from 3rd July, 2008 to 31st March, 2009) in the previous year. The profit after tax, before exceptional item was lower to Rs. 400.21 Lacs as against Rs. 439.06 Lacs (for the period of 9 months from 3rd July, 2008 to 31 st March, 2009) in the previous year.

2. Dividend:

The strength of the company lies in identification, execution and successful implementation of the manufacturing and supply of the pipes in the market. To strengthen the long term prospects and ensuring sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business verticals in which the company operates. The company currently has several orders under completion and continues to explore newer opportunities. The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholders value. The Company expected better results for the coming year. In order to fund these orders in its development and implementation stages, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2009-10.

3. Changes in share capital:

During the year the company allotted 50,00,000 equity shares of the face value of Rs. 10/- each on the exercise of IPO and consequently the number of issued, subscribed and paid up equity shares has increased from 62,70,000 equity shares to 1,12,70,000 equity shares of Rs. 10/- each aggregating Rs. 11,27,00,000.

4. Industrial relations:

The Board of Directors is happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

5. Directors:

Shri Shanti Lai Badera, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Except above there were no other changes in the Board of Directors of the Company. None of the directors of the company are disqualified under section 274(l)(g) of the companies Act, 1956 from being appointed as a Director of any other public company. The Board recommends his reappointment for your approval.

6. Deposits-

During the year under review, the company neither accepted nor invited any deposits from the public in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore the information relating thereto is NIL.

7. Directors Responsibility Statement:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standard have been followed and that no material departure have been made from the same;

b. That they 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 and of the profit or loss of the Company for that period;

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

8. Code of conduct:

The Board has laid down a code of conduct for all Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2009-10.

9. Auditors:

The Companys Auditors, M/s Pankaj Somaiya and Associates, Chartered Accountants, Burhanpur will retire at the ensuing Annual General Meeting of the company and being eligible offers themselves for re-appointment.

10. Particulars of Employees

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended forms a part of this report. However, in pursuance of Section 219(l)(b)(iv) of the Companies Act 1956 this report is being sent to all the shareholders of the Company excluding the aforesaid information and said particulars are made available at the Registered Office of the Company. The Members interested in obtaining such particulars may write to the Manager Accounts of the Company at the Registered Office of the Company.

11. Foreign Exchange Earnings and Outgo

During the financial year 2009-10 there is Rs. 892.33 lacs foreign outflow. The Company is still in set up process and putting its efforts to generate foreign exchange out of its activities.

12. Human Resource Management:

The key resource for the company is its employees. The company has been able to create a favorable work environment that encourages innovation and meritocracy. The efforts of the company in the area of employee management and HR practices have been proved effective in Human Resource Management.

13. Dematerialization of Shares:

The companys shares have been made available for dematerialization through the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

14. Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure-2 and forms part of this report.

15. Corporate Governance:

The Company has been practicing the principles of good Corporate Governance during the year. A detailed report on Corporate Governance Practices followed by the Company is provided separately with this Report.

16. Acknowledgement:

The Directors wish to place on record their sincere appreciation and gratitude to the various offices of Central and State Governments, Reserve Bank of India, the Registrar of Companies, Bankers and the Employees who had given utmost co- operation and full devotion towards the success of the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-

SANJAYAGRAWAL

CHAIRMAN &

MANAGING DIRECTOR

DATE: 10/08/2010 P

LACE: BURHANPUR

Mar 31, 2009

The directors hereby present First Annual Report together with the Audited Accounts for the financial year ended 31st March, 2009.

1. Companys performance:

Your directors hereby report that the company achieved a turnover of Rs. 4,441 lakhs upto 31st March, 2009 consisting of 9 months from 03 July 2008 to 31st March 2009.

The highlights of the financial results are as follows: (Rupees in Lakhs)

Particulars 2008-09 (9 Months)

Profit before Depreciation and Interest 807.18

Interest 159.31

Depreciation 46.96

Profit before tax 600.61

Provision for tax

-Current tax 133.94

- Deferred tax 26.59

- Fringe benefit tax 1.02

Profit after tax 439.06

Prior year adjustments --

Profit after tax & prior year adjustments439.06

Balance of profit brought forward from earlier years 3.44

Profit available for appropriation

Appreciations: 442.50

Proposed dividend: ------

Equity --------

Preference Balance of profit 442.50

2. Dividend:

The strength of your company lies in identification, execution and successful implementation of the manufacturing and supply of the pipes in the market. To strengthen the long term prospects and ensuring sustainable growth in assets and revenue, it is important for your company to evaluate various opportunities in the different business varticals in which your company operates. Your company currently has several orders under completion and continues to explore newer opportunities both domestic and international. Your Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholders value. The Company expected better results for the coming year. In order lo fund these

Therefore, your Directors have not recommended any dividend for the financial year 2008-09.

3. Industrial relations:

Your Board of Directors are happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

4. Directors:

Shri Sanjay Agarwal and Shri Vijay Kumar Pappu were appointed as Managing Director and whole- time directors of the Company during the year and are not liable to retire by rotation. Shri Shanti Lal Badera, Mr. Rajesh Salot and Mr. Chakradhar Chhaya were appointed as Additional Directors on the Board with effect from August 14,2008 and in accordance with Section 269 of the Companies Act, 1956, read with Article 141 of the ensuing Articles of Association of the Company, will hold their office upto the date of Annual General Meeting of the Company. Being eligible, they offer themselves for re-election. The Board recommends their reappointment for your approval.

5. Directors Responsibility Statement:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standard have been followed and that no material departure have been made from the same; r b. That they have selected such accounting policies and applied them consistently and made

j udgments 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 or loss of the Company for that period;

c. That they taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

6. Code of conduct:

The Board has laid down a code of conduct for all Board members and Senior Management of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2008-09.

7. Auditors:

The Companys Auditors, M/s Pankaj Somaiya and Associates, Chartered Accountants, Burhanpur will retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment.

8. Particulars of Employees:

Particulars of employees as required under Section 217(2 A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended is given as Annexure-1 to this report. However, in pursuance of Section 219(1 )(b)(iv) of the Companies Act 1956 this report is being sent to all the shareholders of the Company excluding the aforesaid information and said particulars are made available at the Registered Office of the Company. The Members interested in obtaining such particulars may write to the Manager Accounts of the Company at the Registered Once of Company.

9. Foreign Exchange Earnings and Outgo:

During the financial year 2008-09 there is neither foreign inflow nor foreign outgo. The Company is still in set up process and putting its efforts to generate foreign exchange out of its activities.

10. Human Resource Management:

The key resource for your company is its employees. Your company has been able to create a favorable work environment that encourages innovation and meritocracy. The efforts of your company in the area of employee management and HR practices have been proved effective in Human Resource Management.

11. Dematerialization of Shares:

Your companys shares have been made available for dematerialization through the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

12. Deposits:

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

13. Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure-2 and forms part of this report.

14. Corporate Governance:.

Your Company has been practicing the principles of good Corporate Governance during the year. A detailed report on Corporate Governance Practices followed by the Company is provided separately with this Report. During the year Audit Committee, Shareholders/Investors Grievance Committee and Remuneration Committee was constituted to adopt good corporate governance practices and for identifying and following best corporate governance practices.

15. Explanations to any qualifications in Auditors Report:

There are no adverse remarks in the Auditors Report dated 14th August, 2009.

16. Acknowledgement:

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company, the Board of Directors thanks the employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

BURHANPUR By Order of the Board

DATE: 14th August 2009 SANJA Y AGRAWAL

Chairman

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