Directors Report of Cubex Tubings Ltd.

Mar 31, 2026

The Directors have pleasure in presenting the 47th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2026.

FINANCIAL RESULTS

(in Lakhs)

Particulars

Year ended 31.03.2026

Year ended 31.03.2025

Income from operations

28,800.55

26,712.03

Other Income

822.08

207.16

Total Expenditure

28142.37

25742.13

Interest & Bank Charges

387.91

247.88

Depreciation & Amortization of Exp.

128.83

121.24

Provision for Tax

218.13

142.08

Net Profit

745.39

665.86

THE COMPANY’S PRODUCTS / SERVICES

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

OPERATIONS

Your company has registered a total income of Rs. 29,622.63 Lakhs for 2025-26 as compared to Rs. 26,919.19 Lakhs for 2024-25 and the company posted a net profit of Rs. 745.39 lakhs for 2025-26 as compared to Rs.

665.86 Lakhs for 2024-2025.

DIVIDEND

The directors regret their inability to recommend the dividend for the year. The Funds will be deployed for buying new equipment for enhancing production Capacities.

RESERVES

Pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to the general reserves account during the financial year under review.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the period under review and the date of Board''s Report there was no change in the nature of Business.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

UNPAID / UNCLAIMED DIVIDEND

There is no unpaid or unclaimed dividend with the company till date.

INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years and therefore no amount/shares is required to be transferred to Investor Education and Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

BUSINESS RISK MANAGEMENT

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

SHARE CAPITAL

The Authorized Share Capital of the Company stands at ?25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of ?10/- each. The Paid-up Share Capital of the Company stands at ?14,31,89,750/- (Rupees Fourteen Crore Thirty-One Lakh Eighty-Nine Thousand Seven Hundred and Fifty only) divided into 1,43,18,975 (One Crore Forty-Three Lakh Eighteen Thousand Nine Hundred and Seventy-Five) Equity Shares of ?10/- each.

APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS / CEO / CFO AND KEY MANAGERIAL PERSONNEL

The Board of Directors wishes to inform you that there were no changes in the composition of the Board during the financial year under review.

No new appointments or resignations of Directors took place during the year. The key managerial structure remains perfectly stable, under the continued leadership of Mr. Virendra Bhandari (Managing Director & CEO), Mr. Akshay Bhandari (Executive Director), and Mr. Siva Sarva (Chief Financial Officer).

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

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

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have strictly complied with the Company’s Code of Conduct for Directors and Senior Management.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have further confirmed that they are not aware of any circumstance or situation which exists, or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

During the financial year under review, the Independent Directors of the Company had no material pecuniary relationships or transactions with the Company, its promoters, or its management, other than sitting fees and reimbursement of out-of-pocket expenses incurred by them for the purpose of attending the meetings of the Board of Directors and its Committees.

In the opinion of the Board, all the Independent Directors possess the requisite qualifications, experience, and specialized expertise, and they hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There have been no frauds reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the financial year under review.

CEO / CFO CERTIFICATION

As required under Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance certification on the Financial Statements and Cash Flow Statement for the financial year under review, duly signed by Mr. Virendra Bhandari (Managing Director & CEO) and Mr. Siva Sarva (Chief Financial Officer), was placed before the Board of Directors and is annexed to this Annual Report.

BOARD COMMITTEES

i. AUDIT COMMITTEE

The composition, powers, and terms of reference of the Audit Committee are structured in strict compliance with the provisions of Regulation 18(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 177 of the Companies Act, 2013. Detailed disclosures concerning the committee''s meetings and activities during the financial year under review are included in the Corporate Governance Report, which forms an integral part of this Annual Report.

ii. NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference, and criteria of the Nomination and Remuneration Committee are aligned in accordance with the provisions of Regulation 19(1) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, read with Section 178 of the Companies Act, 2013. The relevant details pertaining to the same are incorporated in the Corporate Governance Report, which forms part of this Annual Report.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee operates in total alignment with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 178 of the Companies Act, 2013. All detailed parameters concerning investor grievance redressal mechanisms and committee dynamics are set out in the Corporate Governance Report, which forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has systematically devised proper systems and robust internal checks to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

During the financial year under review, the Company has strictly adhered to and complied with Secretarial Standard - 1 (SS-1: Secretarial Standard on Meetings of the Board of Directors) and Secretarial Standard - 2 (SS-2: Secretarial Standard on General Meetings).

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted an Insider Trading Policy in strict accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and applicable securities laws. The Insider Trading Policy of the Company lays down comprehensive guidelines and procedures to be followed, and disclosures to be made while dealing with the equity shares of the Company, as well as the statutory consequences of any violation.

The policy has been formulated to regulate, monitor, and ensure transparent reporting of trades by designated employees, promoters, and connected persons to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) and the Code of Conduct for Regulating, Monitoring, and Reporting of Trades, is available on the Company''s official website under the investor relations section.

INDUSTRY-BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company’s core operations are strictly focused on the manufacturing and fabrication of copper and copper -based alloy products (such as tubes, rods, bus bars, and wires).

As the Company is not a Non-Banking Financial Company (NBFC), Housing Finance Institution, or engaged in any such specialized sector governed by specific industry-exclusive statutory statutes, no separate industry-based regulatory disclosures are required to be made under those respective laws.

FAILURE TO IMPLEMENT CORPORATE ACTIONS

During the financial year 2025-26, there were no corporate actions initiated or declared by the Company. Consequently, no instances of failure or delays in the implementation of mandated corporate actions occurred during the period under review.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year 2025-26 under review, there were no applications made or any legal proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

Similarly, no such proceedings have been admitted or are ongoing before the National Company Law Tribunal (NCLT) involving the Company.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the financial year 2026 under review, the Company has not entered into any One-Time Settlement (OTS) agreements with any banks or financial institutions for loans or credit facilities availed.

Consequent thereto, the requirement to disclose or provide reasons for any discrepancies or differences between the valuation amount determined during an OTS execution and the initial asset valuation recorded while securing those banking credit facilities does not arise.

EVENT-BASED DISCLOSURES

During the financial year under review, the Company has not undertaken or executed any of the specific corporate activities enumerated below, except as expressly detailed herein:

Issue of Sweat Equity Shares: Not Applicable (The Company has not issued any sweat equity shares under Section 54 of the Companies Act, 2013).

Issue of Shares with Differential Rights: Not Applicable (The Company has not issued equity shares with differential rights as to dividend, voting, or otherwise under Section 43(a)(ii) of the Companies Act, 2013).

Issue of Shares under Employee Stock Option Scheme (ESOS): Not Applicable (No stock options were granted, vested, or exercised under any Employee Stock Option Scheme pursuant to Section 62(1)(b) of the Companies Act, 2013).

Disclosure on Purchase of Own Shares or Provision of Financial Assistance/Loans for Share Purchase: Not Applicable (The Company has neither provided any financial assistance nor extended any loans for the purchase of its own shares under Section 67 of the Companies Act, 2013).

Buy-back of Securities/Shares: Not Applicable (The Company has not initiated or completed any buy-back of its equity shares under Section 68 of the Companies Act, 2013).

Disclosure Regarding Revision of Financial Statements or Board’s Report: Not Applicable (There have been no voluntary or regulatory revisions made to the Financial Statements or the Board''s Report under Section 130 or 131 of the Companies Act, 2013).

DETAILS OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Board of Directors confirms that the Internal Financial Controls (IFC) framework designed and implemented by the Company with specific reference to Financial Statements is adequate and operating effectively.

The Company maintains a robust system of internal controls, including strict administrative and monitoring procedures, ensuring that all corporate assets are safeguarded against loss, unauthorized use, or disposal. Cubex’s formalized policies and procedures establish clear checks and balances, ensuring all transactions are properly authorized, accurately recorded, and reported in compliance with applicable accounting standards.

During the financial year under review, no material deficiencies, serious vulnerabilities, or adverse audit observations were noted regarding the efficiency or adequacy of these controls.

Further details concerning the internal financial control mechanisms and their evaluation are incorporated within the Management Discussion and Analysis Report, which forms an integral part of this Board''s Report.

STATUTORY COMPLIANCE

The Company has meticulously adhered to and complied with all applicable provisions, rules, and regulations relating to statutory and regulatory compliances concerning its corporate affairs in all material respects.

Cubex maintains institutionalized systems and compliance processes to monitor and ensure seamless adherence to the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and all

other relevant central, state, and local statutory enactments governing the Company''s manufacturing operations.

DEVIATIONS OR VARIATIONS IN FUNDS RAISED

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there are no deviations or variations to disclose.

During the financial year under review, the Company did not raise any capital from the public through an Initial Public Offer (IPO), Further Public Offer (FPO), or via a Preferential Issue.

Consequently, the requirement to provide a statement of deviation(s) or variation(s) in the utilization of raised funds to the Stock Exchanges (BSE & NSE) is not applicable, and no unutilized proceeds remain.

DECLARATION BY THE COMPANY

The Company has issued a formal certification to all its Directors, confirming that it has not committed any defaults as stipulated under Section 164(2) of the Companies Act, 2013, and that the Company remains fully compliant with its filing and statutory obligations as on March 31, 2026.

Accordingly, none of the Directors on the Board of the Company face any disqualification from being appointed or continuing as Directors under the provisions of the Act.

EXTRACT OF ANNUAL RETURN

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

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2026, there were no Equity Shares of Shareholders were lying in the Escrow Account due to nonavailability of the correct particulars.

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

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

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

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

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

manufacturing the products of the Company.

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

(c) Foreign Exchange Inflow: 2256.73 in Lakhs (on Export of Goods)

Foreign Exchange Outflow: 438.96 in Lakhs (Raw Materials /Equipment)

STATUTORY AUDITORS

i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and the rules framed thereunder, M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W), were reappointed as the Statutory Auditors of the Company at the Annual General Meeting (“AGM”) to hold office for a term of 4 (Four) consecutive years until the conclusion of the 50th Annual General Meeting to be held in the year 2029.

The notes on financial statements referred to in the Statutory Auditors'' Report are self-explanatory and do not call for any further comments or explanations by the Board of Directors. There are no qualifications, reservations, or adverse remarks in the Auditors’ Report that require any clarification or rectification.

ii. Statutory Auditors'' Report

The Board of Directors has duly reviewed the Statutory Auditor’s Report on the standalone financial statements for the financial year ended March 31, 2026. The Board has noted that the report is issued with an unmodified opinion and does not contain any reservations, qualifications, or adverse management remarks.

The Board remains committed to continuously strengthening the internal financial control systems and administrative procedures to support operational growth and manufacturing targets in the coming financial years.

SECRETERIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company at the Annual General Meeting (AGM) approved the appointment of M/s. Sarada Putcha, Practicing Company Secretaries, Hyderabad, as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years, to hold office from the Financial Year 2025-26 to the Financial Year 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026, obtained in Form MR-3, is annexed to this Report.

Secretarial Audit Report

The Board of Directors has carefully reviewed the Secretarial Audit Report for the financial year under review. The Board is pleased to report that the findings are entirely clear and do not contain any qualifications, reservations, observations, or adverse remarks requiring separate explanations or management justifications.

Annual Secretarial Compliance Report

In accordance with the applicable SEBI directives and Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by M/s. Sarada Putcha for the financial year ended March 31, 2026, has been duly received. The report confirms that the Company has comprehensively adhered to all applicable SEBI regulations, circulars, and guidelines, and the same was submitted to the Stock Exchanges (BSE and NSE) within the prescribed statutory timelines.

BOARD AND COMMITTEES’ PERFORMANCE EVALUATION

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

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

The Board met 4 (Four) time during the financial year 2025-2026.

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

(15-05-2025,13-08-2025,13-11-2025, 13-02-2026)

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2026 and of the profit and loss of the company for that period;

c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

POLICIES

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") mandate the formulation of various statutory policies for all listed corporate entities.

In compliance with these statutory mandates, the Company has adopted robust corporate governance policies, which are systematically reviewed by the Board of Directors. All such applicable policies—including the Whistle Blower Policy, Material Subsidiary Policy, Related Party Transactions Policy, and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information—are hosted and publicly accessible on the Company''s official website at www.cubextubings.com under the investor relations framework.

MATERIAL SUBSIDIARY

During the year ended March 31, 2026, the Company does not have any material listed/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

VIGIL MECHANISM

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

KEY MANAGERIAL PERSONNEL

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

2013 are:

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

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

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

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

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

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

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

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

INTERNAL AUDIT AND FINANCIAL CONTROLS

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

RELATED PARTY TRANSACTION

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

SECRETARIAL AUDIT

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

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

2013

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

PARTICULARS OF EMPLOYEES

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

2014

PERSONNEL

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

ACKNOWLEDGEMENTS

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


Mar 31, 2025

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

FINANCIAL RESULTS

Particulars

Year ended
31.03.2025

Year ended
31.03.2024

Income from operations

26712.03

22079.10

Other Income

207.16

172.60

Total Expenditure

25742.13

21416.20

Interest & Bank Charges

247.88

171.31

Depreciation & Amortization of Exp.

121.24

134.72

Provision for Tax

142.08

130.73

Net Profit

665.86

398.74

THE COMPANY’S PRODUCTS / SERVICES

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

OPERATIONS

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

DIVIDEND

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

BUSINESS RISK MANAGEMENT

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

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

EXTRACT OF ANNUAL RETURN

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

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

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

(a) Conservation of Energy:

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

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

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

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

manufacturing the products of the Company.

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

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

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

PARTICULARS OF EMPLOYEES

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

STATUTORY AUDITORS

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

BOARD AND COMMITTEES PERFORMANCE EVALUATION

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

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

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

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

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

12-12-2024(EGM Date)

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b. That the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year ended 31st March, 2025 and of the profit and
loss of the company for that period;

c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

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

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

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

POLICIES

Material Subsidiary

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

Vigil Mechanism

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

Familiarisation programme for Independent Directors

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

Key Managerial Personnel

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

2013 are:

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

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

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

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

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

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

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

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

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

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

Internal Financial Controls

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

Secretarial Audit

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

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

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

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

Remuneration Policy

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

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going
concern status of the Company and its future operations

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

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

Personnel

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

Acknowledgements

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

Place: Hyderabad For CUBEX TUBINGS LIMITED

Date: 13-08-2025

Sd/- Sd/-

Virendra Bhandari Akshay Bhandari

Managing Director Executive Director

1

Passed Away on 10-09-2024

2

Appointed as Manging Director on 23-09-2024

3

Appointed as Executive Director on 23-09-2024

Related Party Transaction

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


Mar 31, 2024

TheDirectorshavepleasureinpresentingthe45thAnnualReportoftheCompanytogetherwiththeAuditedAccountsfor theyearended31stMarch 2024.

FINANCIALRESULTS

(inLakhs)

Particulars

Year

ended31.0

3.2024

Year

ended31.0

3.2023

Incomefromoperations

22079.10

19104.93

OtherIncome

172.60

191.12

TotalExpenditure

21416.20

18651.68

Interest&Bank Charges

171.31

91.29

Depreciation&Amortizationof Exp.

134.72

140.74

Provisionfor Tax

130.73

147.57

Net Profit

398.74

264.76

THECOMPAJNYSPRODUCTS/SERVICES

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

OPERATIONS

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

DIVIDEND

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

BUSINESSRISKMANAGEMENT

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

DEPOSITS

TheCompanyhasnotaccepteddepositscoveredunderChapterVoftheCompaniesAct,2013andaccordingly,thedisclo surerequirements stipulatedunderthesaidChapter arenotapplicable.

PARTICULARSOFLOANS,GUARANTEESA]N[DINVESTMENTS

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

CONTRACTSANDARRANGEMEMENTSWITHRELATEDPARTIES

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

(Accounts)Rules,2014,excepttheremunerationtomanagerialpersonnel,thereisnootherrelatedpartytransactionsto

bedisclosed.

EXTRACTOFANNUALRETURN

ThedetailsformingpartoftheextractoftheAnnualReturninformMGT-9isavailableonwww.cubextubings.com.

DEMATSUSPENSEACCOUNTUNCLAIMEDSHARES

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

CORPORATEGOVERNANCE

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

MANAGEMENTDISCUSSIONSANDANALYSISREPORT

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

(a) ConservationofEnergy:

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

(i) thestepstakenbythecompanyforutilisingalternatesourcesofenergy-Nil

(ii) thecapitalinvestmentonenergyconservationequipments-Nil

(b) (i)TechnologyAbsorption,adaptationandinnovation:-

IndigenousTechnologyisinvolvedforthemanufacturingtheproductsof the Company.

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

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

PARTTCULARSOFEMPLOYEES

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

STATUTORYAUDITORS

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

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

BOARDANDCOMMITTEESPERFORMANCEEVALUATION

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

NUMBEROFBOARD MEETINGSHELDDURINGTHEFINANCIAL YEARANDTHEDATES OFTHEBOARDMEETINGS:

TheBoardmet 5(Five)timesduringthefinancialyear 2023-2024.

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

DIRECTORS’RESPONSIBILITYSTATEMENT

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

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

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

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

d. Thatthe directorshave preparedtheannualaccountsona going concernbasis.

e. thatproperinternalfinancialcontrolswereinplaceandthatthefinancialcontrolswereadequateandwereoper ating effectively;

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

POLICIES

MaterialSubsidiary

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

VigilMechanism

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

FamiliarisationprogrammeforIndependentDirectors

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

KeyManagerialPersonnel

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

InternalFinancialControls

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

SecretarialAudit

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

DisclosurespursuanttoTheCompanies(AppointmentandRemunerationofManagerialPersonnel)Rules,2014

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

Remunerationof ManagerialPersonnel)Rules,2014areformspartoftheBoard’sReport.

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

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

part of theBoard’s Report.

RemunerationPolicy

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

SignificantandMaterialOrdersPassedbytheRegulatorsorCourts

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

goingconcernstatusoftheCompanyand itsfutureoperations

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

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

Personnel

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

servicesrendered bytheemployees.

Acknowledgements

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


Mar 31, 2015

To

The members of

M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 36th Annual Report of the Company together with the audited accounts for the year ended 31st March 2015.

FINANCIAL RESULTS (in Lakhs)

Year ended Year ended 31.03.2015 31.03.2014

Income from operations 5587.45 4372.80

Other Income 140.78 298.64

Total Expenditure 5676.35 4436.04

Interest 8.63 9.36

Depreciation & Amortization of Exp. 159.36 192.51

Provision for Tax 24.12 18.20

Net Profit 19.13 15.33

THE COMPANY'S PRODUCTS / SERVICES

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

OPERATIONS

Your company has registered a total income of Rs. 5728.23 lakhs for 2014-15 as compared to Rs. 4671.44 lakhs for 2013-14 and the company posted a net profit of Rs. 19.13 lakhs for 2014-15 as compared to Rs. 15.33 lakhs for 2013-14.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

BUSINESS RISK MANAGEMENT

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith elsewhere in the Annual Report.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2015, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non- availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

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

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy. (i) the steps taken by the company for utilising alternate sources of energy -Nil (ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company.

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

(c) Foreign exchange earnings: Rs. 802.58 Lakhs

(d) Foreign exchange out go: Rs. 35.17 Lakhs

PARTICULARS OF EMPLOYEES

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

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder. Accordingly the statutory auditor of the Company was reappointed from the conclusion of the previous AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuantto the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

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

The Board met six times during the financial year 2014-2015.

The dates on which the above Board meetings were held are as follows; 30th May 2014, 4th August 2014, 13th August 2014, 13th November 2014, 14th February 2015, and 30th March 2015.

DIRECTORS & INDEPENDENT DIRECTORS

At the 35th Annual General Meeting of the Company held on 29th September 2014, the Members of the Company had appointed Independent Directors of the Company, for a period of 5 years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement. It is also proposed in this AGM to appoint Mr. Sandeep Kumar as Independent Director. During the period under review, the company has appointed Mrs. Veena Bhandari as Additional Director and it is proposed to appoint her as the Director in this AGM.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end ofthe financial year ended 31st March, 2015 and ofthe profit and loss ofthe company for that period;

c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

POLICIES

Material Subsidiary

During the year ended March 31, 2015, the Company does not have any material listed/unlisted subsidiary companies as defined in Clause 49 ofthe Listing Agreement. The policy on determining material unlisted subsidiary ofthe Company is approved by the Board of Directors ofthe company.

Vigil Mechanism

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

Familiarisation programme for Independent Directors

Pursuantto the provisions of Clause 49 of the Listing Agreement, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.

Key Managerial Personnel

Sri. Siva Prasad Sarva, Chief Financial Officer was appointed as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013.

Related Party Transaction

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

No related party transactions were entered into during the financial year under review, There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Internal Financial Controls

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

Secretarial Audit

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

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

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

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

Remuneration Policy

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

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

PERSONNEL

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

ACKNOWLEDGEMENTS

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

For and on behalf of the board

For CUBEX TUBINGS LIMITED

PLACE: Hyderabad. P.R.BHANDARI VIRENDRABHANDARI

DATE: 13.08.2015 Managing Director Executive Director

Siva Prasad Sarva

Chief Financial Officer


Mar 31, 2014

The members of

M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 3S,h Annual Report of the Company together with the audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (in Lakhs) Year ended Year ended 31.03.2014 31.03.2013

Income from operations 4372.80 3824.98

Other Income 298.64 137.72

Total Expenditure 4436.04 3752.24

Interest 9.36 4.65

Depreciation & Amortization of Exp. 192.51 174.39

Provision for Tax 18.20 28.96

Net Profit 15.33 2.46

THE COMPANY''S PRODUCTS / SERVICES

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

OPERATIONS

Your company has registered a total income of Rs. 4671.44 lakhs for 2013-14 as compared to Rs. 3962.70 for 2012-13 and the company posted a net profit of Rs. 1S.33 lakhs for 2013-14 as compared to Rs. 2.46 lakhs for 2012-13.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section S8A of the Companies Act, 19S6 and the rules made there under, during the financial year under review.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2014, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor''s confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 217(1) (e) OF THE COMPANIES ACT, 19S6

(a) Conservation of Energy:

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

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

products of the Company.

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

(c) Foreign exchange earnings: Rs. SS2.4S Lakhs

(d) Foreign exchange out go: Rs. 9.92 Lakhs

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 19S6 read with the Companies (Particulars of Employees) Rules 2011.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 19S6, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures;

ii) We have selected appropriate 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 as on 31st March, 2014 and of the profit/loss of the company for the financial year ended 31st March, 2014;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 19S6 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis. DIRECTORS

In accordance with the relevant provisions of the Articles of Association of the Company and the erstwhile provisions of the Companies Act, 19S6, Dr. Trilok Singh, Mr. Mahendra Kumar Ranka, and Mr. Y Narasimha Murthy Independent Directors were appointed / re-appointed by the Members of the Company. The provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have come into effect. As per the said provisions, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation at every AGM.

Mr. Sandeep Kumar, will retire by rotation at the ensuing AGM as per the erstwhile applicable provisions of the Companies Act, 19S6. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, and, being eligible, offer himself for appointment as Director on the Board of the Company.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re- appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

PERSONNEL

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

ACKNOWLEDGEMENTS

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

For and on behalf of the board For CUBEX TUBINGS LIMITED

PLACE: Hyderabad. P.R.BHANDARI VIRENDRABHANDARI

DATE: 30.08.2014 Managing Directo Executive Director


Mar 31, 2013

To The members of M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 34th Annual Report of the Company together with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS (in Lakhs)

Year ended Year ended 31.03.2013 31.03.2012

Income from operations 3824.98 5542.35

Other Income 137.72 44.30

Total Expenditure 3752.24 5359.66

Interest 4.65 13.77

Depreciation & Amortization of Exp. 174.39 147.64

Provision for Tax 28.96 31.34

Net Profit 2.46 34.26

THE COMPANY''S PRODUCTS / SERVICES

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

OPERATIONS

Your company has registered a total income of Rs. 3962.70 lakhs for 2012-13 as compared to Rs. 5586.66 for 2011- 12 and the company posted a net profit of Rs. 2.46 lakhs for 2012-13 as compared to Rs. 34.26 lakhs for 2011-12. The fall in profitability is due to:

i increase in the cost of raw materials, overheads viz., power charges, wages and salaries, maintenance of plant and mainly due to recession in the copper market.

ii Continues power holidays during week days declared by the state Government of Andhra Pradesh, and due to frequent Bandhs called by the political parties, the Company could not utilize the full capacity of the plant.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under, during the financial year under review.

SHARE CAPITAL

Out of 1,25,91,600 share warrants allotted on 10th November 2011 to the persons belonging to promoter group & other than promoter group, 45,00,000 Equity shares were allotted on 31st March 2012 and 24,10,575 Equity shares were allotted on 6th May 2013 by conversion of equal number of warrants. Accordingly promoter holding has increased from 39.22% to 44.14% and balance 56,81,025 warrants were lapsed.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2013, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non- availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor''s confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 217(1) (e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

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

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company.

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

(c) Foreign exchange earnings: Rs. 55.02 Lakhs

(d) Foreign exchange out go: Rs. 182.64 Lakhs

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 2011.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures;

ii) We have selected appropriate 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 as on 31st March, 2013 and of the profit/loss of the company for the financial year ended 31st March, 2013;

iii) We 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

iv) We have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

DIRECTORS

In the 33rd Annual General Meeting held on 28th September 2012 Mr. Mahendra Kumar Ranka, Mr. Sandeeep Kumar and Mr. Narasimha Murthy were re-appointed as the Directors of the Company and, Mr. Virendra Bhandari, was appointed as Executive Director w.e.f. 12th January 2012.

During the period under review, Mr. Trilok Singh was appointed as Additional Directors in the Board Meeting held on 17th December 2012. As per the provisions of Section 260 of the Companies Act, 1956, he holds the office only up to the date of this Annual General Meeting of the Company and is eligible for re-appointment as Director. The Company has received notice under Section 257 of the Companies Act, 1956, proposing his candidature to the office of Director of the Company, along with the requisite deposit of Rs. 500/- each.

RECONSTITUTION OF THE COMMITTEES OF THE BOARD

Due to re-constitution of the Board and induction of new Directors on the Board, the committees of the Board of the Company were re-constituted. A detailed section on the re-constitution has been mentioned in the Corporate Governance Report attached to and forming part of this Report.

STAT UTORY AUDITO RS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment and have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

PERSONNEL

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

ACKNOWLEDGEMENTS

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

For and on behalf of the board

For CUBEX TUBINGS LIMITED

PLACE: Hyderabad. P.R.BHANDARI VIRENDRABHANDARI

DATE: 30.08.2013 Managing Director Executive Director


Mar 31, 2012

To The members of M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 33rd Annual Report of the Company together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (in Lakhs)

Year ended Year ended

31.03.2012 31.03.2011

Income from operations 5542.35 5165.53

Other Income 44.30 33.09

Total Expenditure 5359.66 4931.98

Interest 13.77 14.23

Depreciation & Amortization of Exp. 147.64 134.00

Provision for Tax 31.34 24.94

Net Profit 34.26 93.19

THE COMPANY'S PRODUCTS / SERVICES

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

OPERATIONS

Your company has registered a total income of Rs. 5586.66 lakhs for 2011-12 as compared to Rs. 5198.32 for 2010- 11 and the company posted a net profit of Rs. 34.26 lakhs for 2011-12 as compared to Rs. 93.19 lakhs for 2010-11. The fall in profitability is due to increase in the cost of raw materials, overheads viz., power charges, wages and salaries, maintenance of plant and mainly due to recession in the copper market.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under, during the financial year under review.

SHARE WARRANTS

The Company had allotted 1,25,91,600 share warrants to the persons belonging to promoter group & other than promoter group in the Board Meeting held on 10th November 2011. These warrants are convertible into equal numbers of equity shares at the option of the warrant holder within 18 months from the date of the allotment. Allottees of these warrants have exercised their option to convert 45,00,000 Warrants into equal number of equity shares by paying the balance amount. Accordingly, the Board of the Company in its meeting held on 31st March 2012 allotted 45,00,000 equity shares and pursuant to this allotment the paid-up capital of the company has been increased accordingly. Still, 80,91,600 balance share warrants are pending with the allottees.

Shareholding Pattern

Shareholding pattern of the Company before and after conversion of warrants into equity shares pursuant to the Resolution given in the notice. PRE- ISSUE POST-ISSUE

CATEGORY No. of % of share No. of % of share Shares holding Shares holding 1.Promoters Holding

A. Indian Promoters 2450505 33.08 7950505 39.75

B. Foreign Promoters 120000 1.62 120000 0.60

SUB TOTAL(A B) 2570505 34.70 8070505 40.35

2.Non Promoters Holding

A.Institutional Investors

a.Mutual Funds 45600 0.61 45600 0.23

b. Indian FI's I Banks 800 0.01 800 0.01

c. Fils 0 0 0 0

d. Indian Bodies Corporate 478328 6.46 7569928 37.85

B. Others

a. NRIs / OCB's 102791 1.39 102791 0.51

b. Indian Public 4206976 56.79 4206976 21.03

c. any other (clearing members) 3400 0.04 3400 0.02

SUB TOTAL (A B) 4837895 65.30 11929495 59.65

GRAND TOTAL 7408400 100 20000000 100

SALE OF UNIT

During the year under review, approval of the members of the Company was sought by way of Postal Ballot to sale its Unit situated at Mettupalayam, Pondicherry. Board took note of the completion of the sale in its meeting held on 10th November 2011.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2012, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non- availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1) (e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

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

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company.

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

(c) Foreign exchange earnings: Rs. 26.51 Lakhs

(d) Foreign exchange out go: Rs. 63.03 Lakhs

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 2011.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2012, the applicable accounting standards have been followed and there are no material departures;

ii) We have selected appropriate 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 as on 31st March, 2012 and of the profit/loss of the company for the financial year ended 31st March, 2012;

iii) We 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

iv) We have prepared the annual accounts for the financial year ended 31st March, 2012 on a going concern basis. BIFR

The Hon'ble BIFR vide its order 737/2002 dated 9th May 2012 discharged your company from the purview of SICA in view of the successful implementation of the DRS scheme and positive net worth is sustainable since 2007.

DIRECTORS

During the financial year under review, Mr. Virendra Bhandari & Mr. Mahendra Kumar Ranka were appointed as Additional Directors in the Board Meeting held on 12th January 2012. Mr. Sandeeep Kumar and Mr. Y. Narasimha Murthy were appointed as Additional Directors in the Board Meeting held on 25th August 2012. As per the provisions of Section 260 of the Companies Act, 1956, they hold the office only up to the date of ensuing Annual General Meeting of the Company and are eligible for re-appointment as Directors. The Company has received respective notices under Section 257 of the Companies Act, 1956, proposing their candidature to the office of Director of the Company, along with the requisite deposit of Rs. 500/- each. '

Subject to approval of the members, in the Annual General Meeting, Mr. Virendra Bhandari, was appointed as Executive Director w.e.f. 12th January 2012.

During the year under review, Mr. U M Bhandari, Mr. Mukund Chand Devada, and Mr. Balakrishna Karande ceased to be the Directors of the Company w.e.f 12th January 2012 due to their resignations and the same were approved in the Board Meeting held on 12th January 2012.

CUBEX regret to inform you about the sad demise of Mr. Rajab Syed Ali, Director of the Company and the same was noted by the Board in their meeting held on 12th January 2012. Board of Directors also regret to inform you the sad demise of Dr. K Venkat Ramani, Director of the Company and was ceased to be the Director of the Company w.e.f 25th August 2012. They were great force of motivation to the management of the Company. Their demise is a great loss to the Company. The Board places on record its appreciation for the valuable services rendered by the Directors.

RECONSTITUTION OF THE COMMITTEES OF THE BOARD

Due to re-constitution of the Board and induction of new Directors on the Board, the committees of the Board of the Company were re-constituted. A detailed section on the re-constitution has been mentioned in the Corporate Governance Report attached to and forming part of this Report.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment and have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

PERSONNEL

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

ACKNOWLEDGEMENTS

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

For and on behalf of the board For CUBEX TUBINGS LIMITED

Sd/- Sd/-

PLACE: Hyderabad. P.R.BHANDARI VIRENDRA BHANDARI

DATE: 30.08.2012 Managing director Executive director


Mar 31, 2011

The members of

M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 32nd Annual Report of the Company together with the audited accounts for the year ended 31s< March 2011.

FINANCIAL RESULTS (in Lakhs)

Year ended Year ended

31.03.2011 31.03.2010

Income from operations 5510.00 6440.64

Other Income 147.54 120.38

Total Expenditure 5389.49 6215.40

Interest & Finance Charges 15.91 8.34

Depreciation 134.00 121.23

Provision for Tax 24.94 29.50

Net Profit 93.19 186.55

THE COMPANY'S PRODUCTS / SERVICES

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

OPERATIONS

Your company has registered a total income of Rs. 5657.54 lakhs for 2010-11 as compared to Rs. 6561.02 for 2009-10 and the company posted a net profit of Rs. 93.19 lakhs for 2010-11 as compared to Rs. 186.55 lakshs for 2009-10. The fall in profitability was mainly on account of decrease in cost of raw material and recession in the manufacturing sector.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to non-availability of profit.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58Aofthe Companies Act, 1956 and the rules made there under, during the financial year under review.

FORFEITURE OF AMOUNT RECEIVED AGAINST SHARE WARRANTS

The Company had allotted 7,00,000 share warrants in the Board Meeting held on 8,h January 2010. These shares are convertible into equal numbers of equity shares at the option of the holder within 18 months from the date of the allotment. As per the SEBI (ICDR) guidelines, the Company had received upfront money as an advance from the allottees. Since the holders of the warrants did not exercise option to convert the share warrants into equity shares, the entire application money has been forfeited and transferred to Capital reserve and the same will be reflected in the financial statements for the year ended on 31st March 2012.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. Asepa rate section on Corporate Governance together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Report is given below:

A. INDUSTRY BACKGROUND

The Copper and Copper alloy products have shown impressive growth in the last decade.

Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of rods, tubes, strips, flats and wires. The user industries are generally Power Generation, Switchgear, Motors, Refrigeration, Heat Exchanger, Automobile and Electrical equipment industries.

B. INDUSTRY OUTLOOK

1. Since there is lot of emphasis of power generation the consumption of Copper Alloy Tubes, Rods and Semis would increase.

2. The manufacturing capacity of condenser/refrigeration tubes are in short supply compare to its requirements in India.

3. There is huge export potential for copper alloy extrusions.

C. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems and procedures in all operational areas and at all levels - equipments procurement, finance, and administration, marketing and personnel departments. The Company also has internal Audit system commensurate with its size and nature of business. The internal audit function will be done by a firm of Chartered Accountants. The Audit Committee reviews the internal audit reports and the adequacy of internal controls from time to time.

D. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The company is able to retain the experienced staff, in spite of the copper consuming Industries are under recession, the Company feels confident of keeping its manpower costs to below industry norms. The atmosphere that is created in the organization is conducive for self-development and career growth; this is the success in retaining our manpower.

ADDITIONAL INFORMATION AS REQUIRED U/ S 217(1) (e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

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

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.24,00,000/- or more per annum or Rs.2,00,000/- or more per month where employed for a part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2011, the applicable accounting standards have been followed and there are no material departures;

ii) We have selected appropriate 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 as on 31st March, 2011 and of the profit/loss of the company for the financial year ended 31st March, 2011;

iii) We 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

iv) We have prepared the annual accounts for the financial year ended 31st March, 2011 on a going concern basis.

DIRECTORS

Mr. Mohammed Rajab Syed Ali and Mr. Mukun Chand Devada retire by rotation at the ensuing annual general meeting and being eligible offer themselves for re-appointment..

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee constituted by the Company is in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of trie-Listing Agreement. Other details regarding scope and meetings etc, are provided in the report on Corporate Govternance attached to and forming part of this Report.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1 B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

PERSONNEL

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

ACKNOWLEDGEMENTS

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

For and on behalf of the board For CUBEX TUBINGS LIMITED

SD/- SD/-

PLACE: Hyderabad. P.R.BHANDARI U.M.BHANDARI

DATE: 30.08.2011 Managing director Executive director


Mar 31, 2010

The directors have pleasure in presenting the 31st Annual Report of the Company together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. in lakhs)

Year ended Year ended 31.03.2010 31.03.2009

Income from operations 6440.65 4924.91

Other Income 120.38 176.09

Total Expenditure 6016.23 5111.19

Interest & Finance Charges 8.34 8.01

Depreciation 121.23 102.96

Provision for Tax 33.62 1.07

Net Profit 182.43 (122.24)

THE COMPANYS PRODUCTS / SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based alloys such as Cupronickel,admirality Brass, Aluminum Brass etc.TheCopperand Copper Alloy products have shown impressive growth in the last decade. Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form ofTubes, Rods, Strips and Wires.The user industries are Power plants. Power plants manufacturers, Switchgears, Refineries, Furnace manufacturers. Sugar plants, Automobile and Electrical Equipment industries.

OPERATIONS

During the financial year under review, the Company hyas increased its sales turnover and registered reasonable profit as compared to the last financial year.

DIVIDEND

Your Directors are unable to recommend any dividend due to paucity of cash flow although turnover and profit increased to 6440.65 lakhs and 182.43 lakhs respectively.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning ofSection58Aofthe Companies Act, 1956 and the rules made there under, during the financial year under review.

PREFERENTIAL ALLOTMENT

The Company has accorded the approval from shareholders in the 30th Annual General Meeting held on 29th September 2009, for issue of 7,00,000 Convertible Warrants to promoters/PromoterGroup, convertible into equal number of equity shares of Rs. 10/- each, at the option of the Warrant holders within an aggregate time period of 18 months from the date of allotment of the Warrants, and the same were allotted in the Board meeting held on 8* January 2010.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Report is given below:

A. INDUSTRY BACKGROUND

The Copper and Copper alloy products have shown impressive growth in the last decade.

Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of rods, tubes, strips, flats and wires. The user industries are generally Power Generation, Switchgear, Motors, Refrigeration, Heat Exchanger, Automobile and Electrical equipment industries.

B. INDUSTRY OUTLOOK

1. Since there is lot of emphasis of power generation the consumption of Copper Alloy Tubes, Rods and Semis would increase.

2. The manufacturing capacity of condenser/refrigeration tubes are in short supply compare to its requirements in India.

3. There is huge export potential for copper alloy extrusions.

C. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems and procedures in all operational areas and at all levels - equipments procurement, finance, and administration, marketing and personnel departments. The Company also has internal Audit system commensurate with its size and nature of business. The internal audit function will be done by a firm of Chartered Accountants.The Audit Committee reviews the internal audit reports and the adequacy of internal controls from time to time.

D. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The company is able to retain the experienced staff, in spite of the copper consuming Industries are under recession, the Company feels confident of keeping its manpower costs to below industry norms. The atmosphere that is created in the organization is conducive for self-development and career growth; this is the success in retaining our manpower.

ADDITIONAL INFORMATION AS REQUIRED U/ S 217(1) (e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

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

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved. (ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: 65.10 lakhs

(d) Foreign exchange out go: Rs. 1348 lakhs

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.24,00,000/- or more per annum or Rs.2,00,000/- or more per month where employed for a part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2010, theapplicable accounting standards have been followed and there are no material departures;

il) We have selected appropriate 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 as on 31 st March, 2010 and of the profit/loss of the company for the financial year ended 31 st March, 2010;

iii) We 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

iv) We have prepared the annual accounts for the financial year ended 31 st March, 2010 on a going concern basis.

DIRECTORS

Mr. Balakrishna Karande and Dr. K Venkat Ramani retire by rotation at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee constituted by the Company is in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. Other details regarding scope and meetings etc, are provided in the report on Corporate Governance attached to and forming part of this Report.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1 B) of the Companies Act, 1956.The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

PERSONNEL

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

ACKNOWLEDGEMENTS

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

For and on behalf of the board

For CUBEXTUBINGS LIMITED

SD/- SD/-

PLACE: Hyderabad. P.R.BHANDARI U.M.BHANDARI

DATE: 10.11.2010 Managing director Executive director

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