FINANCIAL PERFORMANCE

During the year under review, the revenue from
operation of the Company was stood at
54,848.90 Millions as against that of 53,998.61
Millions for previous year. Revenue from
operation of the Company was increased by
21.26% over previous year.

Profit before Tax for the financial year 2024-25
stood at 5419.02 Millions as against that of
5259.39 Millions for last year which state 61.54%
Increase in Profit before tax and the net profit
after tax stood of 5 317.41 Millions for the financial
year 2024-25 as against the net profit of 5 183.00
Millions for the financial year 2023-24 which state
73.45% increase in profit of the Company.

FINANCIAL STATEMENTS

The audited financial statements of the
Company drawn up, for the financial year ended

March 31, 2025, in accordance with the

requirements of the Companies (Indian
Accounting Standards) Rules, 2015 ("Ind AS")
notified under Section 133 of the Act, read with
relevant rules and other accounting principles.

DIVIDEND

Your Directors wish to conserve resources for
future expansion and growth of the Company.
Hence, no Dividend has been declared by the
Directors during the Financial Year 2024-25
(Previous Year Nil).

AMOUNT TRANSFERRED TO RESERVES

Your directors do not propose transfer of any
amount to the General Reserves. Full amount of
net profit is carried to reserve & Surplus account
of the Company.

CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the business of
manufacturing of coted or uncoated tubes,
pipes, casings, hollows, blanks and made of
sections, iron and steels or any alloy thereof with
any other metal including steels tubes, seamless
stainless steels pipes and tubes, seamless
carbon steel tubes, seamless alloy steel tubes,
brazed double walled stainless steel pipes and
tubes, brazed double walled copper coated
tubes and all types of tubes used in hydroelectric
conduits whether or not reinforced, their parts,
fittings and accessories made of iron and steel
and other ferrous and non-ferrous materials or
any combination thereof.

During the year, your Company has not changed
its business or object and continues to be in the
same line of business as per the main object of
the Company.

INITIAL PUBLIC OFFERING (IPO) AND LISTING

During the year under review, the Company
successfully completed its Initial Public Offering
(IPO) of equity shares. The IPO consisted of a
fresh issue of 15714200 equity shares of face
value of 510.00 each, aggregating to

5220.00. 00.000/- (Rupees Two Hundred Twenty

Crore Only). The Issue was approved by the
shareholders in their Annual General Meeting
held on September 18, 2024. Further, the
company has obtained an in-principle for the
proposed public issue from BSE Limited and
National Stock Exchange of India Limited on
December 18, 2024. The issue was open for
subscription from Wednesday, May 28, 2025 to
Friday, May 30, 2025 and received an

overwhelming response from investors across
categories including Qualified Institutional Buyers
(QIBs), Non-Institutional Investors (NIIs), and
Retail Individual Investors (RIIs). Further, the
Anchor investor portion issue was opened and
closed on Tuesday, May 27, 2025 i.e. One day
prior to opening of the issue.

Pursuant to the offering of 15714200 (One Crore
Fifty Seven Lacs Fourteen Thousands Two
Hundred) equity shares of 5 10/- each at the
issue price of 5140/- (Rupees One Hundred Forty
Only) per equity share (i.e. at the premium of
5130/- (Rupees One Hundred Thirty Only) per
equity share), aggregating to 5220,00,00,000/-
(Rupees Two Hundred Twenty Crore Only),

47,14,200 equity shares to Anchor investors and

1.10.00. 000 equity shares to other successful

applicants on Monday, June 02, 2025.

Pursuant to applicants on Monday, June 02,
2025.Pursuant to the successful completion of
the IPO, the equity shares of the Company were
listed on main board of BSE Limited and National
Stock Exchange of India Limited on February 04,
2025.

The net proceeds from the fresh issue have
been/will be utilized for the following purposes as
stated in the offer document:

1. Capital expenditure towards expanding
production capacity of seamless and
welded tubes and pipes;

2. Funding the part incremental working
capital requirements of our Company;

3. General Corporate Purpose

SHARE CAPITAL:

Authorized Capital:

During the year under review, vide Special
Resolution passed by the Members of the
Company at their Extra-Ordinary General
Meeting held on Friday, July 12, 2024 at the
registered office of the company, the authorized
share capital of the Company had been
increased from 51,30,00,000/- (Rupees One Crore
Thirty Lacs only) divided into 1300000 (Thirteen
Lacs Only) equity shares of 510/- (Rupees Ten)
each to 555,00,00,000 (Rupees Fifty Five Crore
Only) divided 5,50,00,000 (Five Crore Fifty Lacs)
equity shares of 510/- (Rupees Ten Only) each
which was later on further increased from

555.00. 00.000 (Rupees Fifty Five Crore Only)
divided 5,50,00,000 (Five Crore Fifty Lacs) equity
shares of 510/- (Rupees Ten Only) each to

565.00. 00.000 (Rupees Sixty Five Crore Only)
divided 6,50,00,000 (Six Crore Fifty Lacs) equity
shares of 510/- (Rupees Ten Only) each, vide
Special Resolution passed by the Members of the
Company at their 16th Annual General Meeting
held on Wednesday, September 18, 2024 at the
registered office of the company.

The authorized share capital of the company as
on March 31, 2025 is 565,00,00,000/- (Rupees
Sixty Five Crore Only) divided into 6,50,00,000 (Six
Crore Fifty Lacs) Equity Shares of Rupees 510/-
(Rupees Ten Only) each.

Your Directors state that no disclosure or
reporting is required in respect of the following
items as there were no transactions on these
items during the year under review:

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

Issued, Subscribed & Paid-Up Capital :

During the year under review,

• With a view to capitalize the free reserves
and to rationalize the capital structure, the
members of the company, vide Special
resolutions passed in the Extra-Ordinary
General Meeting held on Friday, July 12, 2024,
approved issuance of upto 3,85,11,000 (Three
Crore Eighty Five Lacs Eleven Thousand)
bonus equity shares in the ration of 30:1 (i.e.
Thirty equity shares of 510/- (Rupees Ten
Only) each for every 1 (One) existing fully
paid-up equity share of 510/- (Rupees Ten
Only) each) to existing shareholders;

• Our Company has, in consultation with the
BRLM and Vide Special Resolution passed by
the Members at the Extra Ordinary General
Meeting on Thursday, October 17, 2024, the
Board of Directors has, on Monday, October
21, 2024, allotted total 44,00,000 Equity Shares
of 5 10.00 each, on Preferential Basis to the
Persons other than

Promoters and promoter group of the
Company, at an Issue Price of 5125.00 per
Equity Share;

As on March 31, 2025, the Issued, Subscribed
and Paid-up Capital of the Company is
544,19,47,000/- (Rupees Forty-Four Crore
Nineteen Lacs Forty-Seven Thousand) divided in
to 4,41,94,700 Equity Shares of 5 10.00 each.

Further, pursuant to the initial public offering of

1,57,14,200 (One Crore Fifty Seven Lacs Fourteen
Thousands Two Hundred) equity shares of 510/-
each at the issue price of 5140/- (Rupees One
Hundred Forty Only) per equity share (i.e. at the
premium of 5130/- (Rupees One Hundred Thirty
Only) per equity share), aggregating to

5220,00,000/- (Rupees Two Hundred Twenty
Crore Only), the Company has allotted 1,57,14,200
equity shares to the successful applicants on
Monday, June 02, 2025.

A on the date of this report, the Issued,
Subscribed and Paid-up Capital of the Company
is 5 59,90,89,000/- (Rupees Fifty-Nine Crore
Ninety Lacs Eighty-Nine Thousand) divided in to
5,99,08,900 Equity Shares of 510.00 each

The entire Paid-up Equity share Capital of the
Company during the year is listed at BSE Limited
and National Stock Exchange of India Limited.

Details under section 67(3) of the Companies
Act, 2013 (hereinafter referred to as 'the act') in
respect of any scheme of provisions of money
for purchase of own shares by employees or by
trustees for the benefit of employees:

There were no such instances during the year
under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Constitution of Board

The Constitution of the Board of Directors and
other disclosure related to the Board of Directors
are given in the Report on Corporate
Governance.

Disclosure by Directors

The Directors on the Board have submitted
notice of interest under Section 184(1) i.e. in Form
MBP 1, intimation under Section 164(2) i.e. in Form
DIR 8 and declaration as to compliance with the
Code of Conduct of the Company. None of the
Directors of the Company is disqualified for
being appointed as Director as specified in
Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held, inter-
alia, to review the financial results of the
Company. Additional Board meetings are
convened, as and when required, to discuss and
decide on various business policies, strategies
and other businesses. The Board meetings are
generally held at registered office of the
Company.

During the year under review, Board of Directors
of the Company met 17 (Seventeen) times, viz
April 18, 2024, June 03, 2024, June 22, 2024, July

09, 2024, July 10, 2024, July 23, 2024, September

10, 2024, September 12, 2024, September 16, 2024,
September 29, 2024, September 30, 2024,
October 01, 2024, October 16, 2024, October 21,
2024, December 02, 2024, January 29, 2025,
March 17, 2025.

The details of attendance of each Director at the
Board Meetings and Annual General Meeting are
given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act,
2013 and rules made there under and Listing
Regulations, the Company has three Non¬
Promoter Non-Executive Independent Directors.
In the opinion of the Board of Directors, all three
Independent Directors of the Company meet all
the criteria mandated by Section 149 of the
Companies Act, 2013 and rules made there under
and Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 and they are
Independent of Management.

A separate meeting of Independent Directors
was held on March 17, 2025 to review the
performance of Non-Independent Directors and
Board as whole and performance of Chairperson
of the Company including assessment of quality,
quantity and timeliness of flow of information
between Company management and Board
that is necessary for the board of directors to
effectively and reasonably perform their duties.

The terms and conditions of appointment of
Independent Directors and Code for
Independent Director are incorporated on the
website of the Company at

https://scodatubes.com/investor/Code%20And%

20Policy/Terms-and-conditions-of-

Independent-Director.pdf

The Company has received a declaration from
the Independent Directors of the Company under
Section 149(7) of Companies Act, 2013 and
16(1)(b) of Listing Regulations confirming that
they meet criteria of Independence as per
relevant provisions of Companies Act, 2013 for
financial year 2025-26 and that they are not
aware of any circumstance or situation, which
exist 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.
The Board of Directors of the Company has taken
on record the said declarations and confirmation
as submitted by the Independent Directors after
undertaking due assessment of the veracity of
the same. In the opinion of the Board, they fulfill
the conditions for Independent Directors and are
independent of the Management. All the
Independent Directors have confirmed that they
are in compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to registration
with the data bank of Independent Directors

maintained by the Indian Institute of Corporate
Affairs.

During the year under review, Mr. Vipulkumar
Vitthalbhai Patel (DIN: 03056403), Mr. Piyush
Jashawantlal Shah (DIN: 06834051) and Mrs.
Neha Maulik Soni (DIN: 02882840) have been
appointed as an Independent Directors of the
company for a period of five years w.e.f.
September 10, 2024. Further, their appointments
have been approved in the Annual General
Meeting of the company held on September 18,
2024 for period of five years w.e.f. September 10,
2024, not liable to retire by rotation.

Further, Mr. Hitendrabhai babalbhai Patel (DIN:
09714795) and Mr. Bharatkumar Somabhai Patel
(DIN: 09714804) have tendered their resignation
from the post of independent directorship of the
company w.e.f. September 11, 2024.

Familiarization Programme for Independent
Directors

The Board members are provided with necessary
documents/ brochures, reports, and internal
policies to enable them to familiarize with the
Company's procedures and practices, the
website link is

https://scodatubes.com/investor/Code%20And%
20Policy/Familiarization Programme%20for%20i
ndependent%20directors.pdf

Information on Directorate

The Company has a balanced board with
optimum combination of Executive and Non¬
Executive Directors, including Independent
Directors, which plays a crucial role in Board
processes and provides independent judgment
on issues of strategy and performance. As on
March 31, 2025, board comprises of 6 (Six)
Directors out of which 2 (Two) Directors are
Promoter Executive Directors, 1 (One) Director is
Promoter Non-Executive Director and remaining
3 (Three) are Non-Promoter Non-Executive
Independent Directors.

During the year under review, subject to approval
of members of the company and on the basis of
recommendation of Nomination and
Remuneration Committee, the designation of Mr.
Jagrutkumar Rameshbhai Patel (DIN: 06785595)
has been changed to Managing Director of the
company for a period of five years w.e.f.
September 10, 2024. Further, Subject to approval
of members of the company and on the basis of

recommendation of Nomination and
Remuneration Committee, the designation of Mr.
Samarth Bharatbhai Patel (DIN: 08036100) has
been changed to Chairman and Whole Time
Director of the company for a period of five years
w.e.f. September 10, 2024. Their appointments
have been approved in the Annual General
Meeting of the company held on September 18,
2024 for period of five years w.e.f. September 10,
2024, liable to retire by rotation.

Mr. Vipulkumar Vitthalbhai Patel (DIN: 03056403),
Mr. Piyush Jashawantlal Shah (DIN: 06834051)
and Mrs. Neha Maulik Soni (DIN: 02882840) have
been appointed as an Independent Directors of
the company for a period of five years w.e.f.
September 10, 2024. Further, their appointments
have been approved in the Annual General
Meeting of the company held on September 18,
2024 for period of five years w.e.f. September 10,
2024, not liable to retire by rotation.

Further, Mr. Ravi Patel (DIN: 06785624), Mr.
Vipulkumar Patel (DIN: 06785640), Mr.
Hitendrabhai babalbhai Patel (DIN: 09714795), Mr.
Bharatkumar Somabhai Patel (DIN: 09714804)
and Mrs. Payalben Jagrutkumar Patel (DIN:
10226726) have tendered their resignation from
the post of directorship of the company w.e.f.
September 11, 2024.

On the recommendation of Nomination and
Remuneration Committee and subject to
approval of members, the board of directors at
their meeting held on September 01, 2025,
decided to change the designation of Mr.
Saurabh Amrutbhai Patel from Non-Executive
Director to Executive Director for a period of five
years w.e.f. September 01, 2025.

In accordance with the provisions of the Articles
of Association and Section 152 of the Companies
Act, 2013, Mr. Jagrutkumar Rameshbhai Patel
(DIN: 06785595), Managing Director of the
Company retires by rotation at the ensuing
Annual General Meeting. He, being eligible, has
offered himself for re-appointment as such and
seeks re-appointment. The Board of Directors
recommends his appointment on the Board.

The relevant details, as required under
Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations") and Secretarial Standards-II
issued by ICSI, of the person seeking re¬
appointment as Directors are annexed to the
Notice convening the 17^th Annual General
Meeting.

Key Managerial Personnel

In accordance with Section 203 of the
Companies Act, 2013, the Company has Mr.
Samarth Bharatbhai Patel (DIN: 08036100) who is
acting as Chairman & Whole Time Director, Mr.
Jagrutkumar Rameshbhai Patel (DIN: 06785595)
who is acting as a Managing Director, Mr. Ravi
Patel who is acting as Chief Financial Officer and
Mrs. Nishita Mayank Sanghvi who is acting as
Company Secretary and Compliance officer.

During the year under review, subject to approval
of members of the company and on the basis of
recommendation of Nomination and

Remuneration Committee, the designation of Mr.
Jagrutkumar Rameshbhai Patel (DIN: 06785595)
has been changed to Managing Director of the
company for a period of five yeats w.e.f.
September 10, 2024. Further, Subject to approval
of members of the company and on the basis of
recommendation of Nomination and

Remuneration Committee, the designation of Mr.
Samarth Bharatbhai Patel (DIN: 08036100) has
been changed to Chairman and Whole Time
Director of the company for a period of five years
w.e.f. September 10, 2024. Their appointments
have been approved in the Annual General
Meeting of the company held on September 18,
2024 for period of five years w.e.f. September 10,
2024, liable to retire by rotation.

Further, Mr. Ravi Patel has been appointed as
Chief Financial Officer w.e.f. September 10, 2024.
Mrs. Nishita Mayank Sanghvi has been appointed
as Company Secretary and Compliance officer
w.e.f. September 10, 2024.

As on date of this report, the Company has Mr.
Samarth Bharatbhai Patel (DIN: 08036100) who is
acting as Chairman & Whole Time Director, Mr.
Jagrutkumar Rameshbhai Patel (DIN: 06785595)
who is acting as a Managing Director, Mr. Ravi
Patel who is acting as Chief Financial Officer and
Mrs. Nishita Mayank Sanghvi who is acting as
Company Secretary and Compliance officer who
are acting as Key Managerial Personnel in
accordance with Section 203 of the Companies
Act, 2013.

Performance Evaluation

The Board of Directors has carried out an annual
evaluation of its own performance, board
committees, chairman and individual directors
pursuant to the provisions of the Companies Act,
2013 in the following manners;

• The performance of the board was
evaluated by the board, after seeking
inputs from all the directors, on the basis of
the criteria such as the board composition
and structure, effectiveness of board
processes, information and functioning
etc.

• The performance of the committees was

evaluated by the board after seeking

inputs from the committee members on
the basis of the criteria such as the

composition of committees, effectiveness
of committee meetings, etc.

• The board and the nomination and

remuneration committee reviewed the

performance of the individual directors on
the basis of the criteria such as the

contribution of the individual director to
the board and committee meetings like
preparedness on the issues to be
discussed, meaningful and constructive
contribution and inputs in meetings, etc.

• In addition, the performance of
chairperson was also evaluated on the key
aspects of his role.

Separate meeting of independent directors was
held on March 17, 2025 to evaluate the
performance of non-independent directors,
performance of the board as a whole and
performance of the chairperson, considering the
views of executive directors and non-executive
directors. Performance evaluation of
independent directors was done by the entire
board, excluding the independent director being
evaluated.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act,
2013, the board of directors, to the best of their
knowledge and ability, confirm that:

a) In preparation of annual accounts for the
year ended March 31, 2025, the applicable
accounting standards have been followed
and that no material departures have been
made from the same;

b) The Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at the end of the financial year and
of the profit or loss of the Company for that
year;

c) The Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) The Directors had prepared the annual
accounts for the year ended March 31, 2025
on going concern basis;

e) The Directors had laid down the internal
financial controls to be followed by the
Company and that such Internal Financial
Controls are adequate and were operating
effectively; and

f) The Directors had devised proper systems to

ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the
requirement of the act, has formed various
committees, details of which are given
hereunder:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee
The composition of each of the above
Committees, their respective role and
responsibility are detailed in the Report on
Corporate Governance annexed to this Report.

Audit Committee

The Company has formed Audit Committee in
line with the provisions Section 177 of the
Companies Act, 2013 and Regulation 18 of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

As at March 31, 2025, the Audit Committee
comprised Mrs. Neha Maulik Soni (Non-Executive
Independent Director) as Chairperson, Mr. Piyush
Jashawantlal Shah (Non-Executive Independent
Director), Mr. Vipulkumar Vitthalbhai Patel (Non¬
Executive Independent Director) and Mr.
Jagrutkumar Rameshbhai Patel (Managing
Director) as Members.

The Audit Committee has been re-constituted by
board of directors at their meeting held on
September 10, 2024. Recommendations of Audit

Committee, wherever/whenever given, have
been accepted by the Board of Directors.

Detailed Disclosure for Audit Committee is given
in Corporate Governance Report annexure to this
report.

Corporate Social Responsibility (CSR)
Committee

IPursuant to Section 135 of Companies Act, 2013,
the Company has constituted Corporate Social
Responsibility Committee ("the CSR Committee")
with object to recommend the Board a Policy on
Corporate Social Responsibility and amount to
be spent towards Corporate Social
Responsibility. The terms of reference of the
Committee inter alia comprises of the following:

• To formulate and recommend to the Board, a
Corporate Social Responsibility Policy
stipulating, amongst others, the guiding
principles for selection, implementation and
monitoring the activities as well as
formulation of the annual action plan which
shall indicate the activities to be undertaken
by the Company as specified in Schedule VII
of the Companies Act and the rules made
thereunder and make any revisions therein
as and when decided by the Board;

• To review and recommend the amount of
expenditure to be incurred on the activities
referred to in (1) and amount to be incurred
for such expenditure shall be as per the
applicable law;

• To identify corporate social responsibility
policy partners and corporate social
responsibility policy programs;

• To review and recommend the amount of
expenditure to be incurred for the corporate
social responsibility activities and the
distribution of the same to various corporate
social responsibility programmes undertaken
by the Company

• To delegate responsibilities to the corporate
social responsibility team and supervise
proper execution of all delegated
responsibilities;

• To review and monitor the Corporate Social
Responsibility Policy of the company and its
implementation from time to time, and
issuing necessary directions as required for
proper implementation and timely
completion of corporate social responsibility
programmes;

• To do such other acts, deeds and things as

may be required to comply with the
applicable laws;

• To take note of the Compliances made by
implementing agency (if any) appointed for
the corporate social responsibility of the
Company;

• The Corporate Social Responsibility
Committee shall formulate and recommend
to the Board, an annual action plan in
pursuance of its corporate social
responsibility policy, which shall include the
following:

• The list of corporate social responsibility
projects or programmes that are approved
to be undertaken in areas or subjects
specified in Schedule VII of the Companies
Act;

*Change in designation from Non-Executive
Director to Executive Director w.e.f. September 01,
2025.

During the year under review, CSR Committee
Meetings were held on September 12, 2024 and
January 29, 2025 in which requisite quorum were
present. The meetings were held to review and
approve the expenditure incurred by the
Company towards CSR activities.

The CSR Policy may be accessed at the web link
https://scodatubes.com/investor/Code%20And%
20Policy/CSR%20Policy.pdf

The Annual Report on CSR activities in prescribed
format is annexed as an Annexure - A.

PUBLIC DEPOSIT

The Company has not accepted any deposits
from Shareholders and Public falling within the
ambit of Section 73 of the Companies Act, 2013
and rules made there under. Hence, the
directives issued by the Reserve Bank of India &
the Provision of Section 73 to 76 of the Company
Act, 2013 or any other relevant provisions of the
Act and the Rules there under are not applicable.

• the manner of execution of such projects or
programmes as specified in the rules
notified under the Companies Act;

• the modalities of utilisation of funds and
implementation schedules for the projects
or programmes;

• monitoring and reporting mechanism for the
projects or programmes; and

• details of need and impact assessment, if
any, for the projects undertaken by the
Company;

• To perform such other activities as may be
delegated by the Board or specified/
provided under the Companies

Act, 2013 or by the SEBI Listing Regulations or
statutorily prescribed under any other law or by
any other regulatory authority.

VIGIL MECHANISM

The Company has established a vigil
mechanism and accordingly framed a Whistle
Blower Policy. The policy enables the employees
to report to the management instances of
unethical behavior, actual or suspected fraud or
violation of Company's Code of Conduct. Further
the mechanism adopted by the Company
encourages the Whistle Blower to report genuine
concerns or grievances and provide for
adequate safe guards against victimization of
the Whistle Blower who avails of such
mechanism and also provides for direct access
to the Chairperson of the Audit Committee, in
exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee
from time to time. None of the Whistle blowers
has been denied access to the Audit Committee
of the Board. The Whistle Blower Policy of the
Company is available on the website of the
Company
https://scodatubes.com/investor/Code%20And%
20Policy/Whistle%20Blower%20and%20Vigil%20M
echanism%20Policy.pdf

NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the
Company is designed to create a high
performance culture. It enables the Company to
attract motivated and retained manpower in
competitive market, and to harmonize the
aspirations of human resources consistent with
the goals of the Company. The Company pays
remuneration by way of salary to its Executive
Directors and Key Managerial Personnel. Annual
increments are decided by the Nomination and
Remuneration Committee within the salary scale
approved by the members and are effective
from April 1, of each year.

The Nomination and Remuneration Policy, as
adopted by the Board of Directors, is placed on
the website of the Company at
https://scodatubes.com/investor/Code%20And%
2QPolicv/NOMINATION%20AND%20REMUNERATIQN
%20POLICY.pdf

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid
during the financial year 2024-25 to Executive
Directors/Directors of the Company is provided
in Report on Corporate Governance which is the
part of this report.

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS & SECURITY

The Details of Loans, Guarantees, Investments
and Security covered under the provisions of
Section 186 of the Companies Act, 2013 are given
in the notes to the Financial Statement.

WEB LINK OF ANNUAL RETURN

The Annual Return of the Company as on March
31, 2025 is available on the Company's website
and can be accessed at

https://scodatubes.com/investor/Annual%20Ret
urns/MGT-7.pdf

RELATED PARTIES TRANSACTION

All the related party transactions are entered on
arm's length basis, in the ordinary course of
business and are in compliance with the
applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are no
materially significant related party transactions
made by the Company with Promoters, Directors,
Key Managerial Personnel, etc. which may have
potential conflict with the interest of the
Company at large or which warrants the
approval of the shareholders. Accordingly, no
transactions are being reported in Form AOC-2
in terms of Section 134 of the Act read with Rule 8
of the Companies (Accounts) Rules, 2014.
However, the details of transactions with Related
Parties are provided in the Company's financial
statements in accordance with the Accounting
Standards.

All Related Party Transactions are presented to
the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which
are foreseen and repetitive in nature.

The Company has developed an Internal Guide
on Related Party Transactions Manual and
prescribed Standard Operating Procedures for
the purpose of identification and monitoring of
such transactions. The Policy on Related Party
Transactions as approved by the Board is
uploaded on the Company's website at
https://scodatubes.com/investor/Code%20And%
20Policy/POLICY%20ON%20RELATED%20PARTY%20
TRANSACTIONS.pdf

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE

Our Company has, in consultation with the BRLM,
undertaken a Pre-IPO Placement of 44,00,000
(Forty-Four Lacs) Equity Shares at an issue price
of f 125.00 (Rupees One Hundred Twenty-Five
Only) per Equity Share (including a premium of f
115.00 (Rupees One Hundred Fifteen Only) per
Equity Share) aggregating f 55.00 Cr. on October
21, 2024.

Further, pursuant to the initial public offering of

1,57,14,200 (One Crore Fifty Seven Lacs Fourteen
Thousands Two Hundred) equity shares of f 10/-
each at the issue price of f 140/- (Rupees One
Hundred Forty Only) per equity share (i.e. at the
premium of f 130/- (Rupees One Hundred Thirty

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each executive
director to the median of employees'
remuneration as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to
this Report as "Annexure - B".

The statement containing names of top ten
employees in terms of remuneration drawn and
the particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming

Only) per equity share), aggregating to f

220,00,00,000/- (Rupees Two Hundred Crore
Only), the Company has allotted 1,57,14,200
equity shares to the successful applications on
Monday, June 02, 2025.

part of this report. Further, the report and the
accounts are being sent to the Members
excluding the aforesaid annexure. In terms of
Section 136 of the Act, the said annexure is open
for inspection in electronic form. Any Member
interested in obtaining a copy of the same may
write to the Company Secretary.

MATERIAL CHANGES AND COMMITMENT

Pursuant to the initial public offering of 1,57,14,200
(One Crore Fifty Seven Lacs Fourteen Thousands
Two Hundred) equity shares of f 10/- each at the
issue price of f 140/- (Rupees One Hundred Forty
Only) per equity share (i.e. at the premium of f
130/- (Rupees One Hundred Thirty Only) per

equity share), aggregating to W 220,00,00,000/-
(Rupees Two Hundred Crore Only), the Company
has allotted 1,57,14,200 equity shares to the
successful applications on Monday, June 02,
2025. Further, the equity shares have been listed
on BSE Limited and National Stock Exchange of
India Limited on June 04, 2025.

Your Company completed its IPO successfully
with participation of several leading domestic
and global institutional investors as well as NRIs,
HNIs and retail investors. The Board is gratified
and humbled by the faith shown in the Company
by its members.

Other than mentioned above, there have been
no material changes and commitments for the
likely impact affecting financial position between
end of the financial year and the date of the
report.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act,
2013 read with Companies (Cost records and
audits) Rules, 2014, the Company is required to
maintain the cost records and accordingly the
Company has maintained the Cost record for F.Y.
2024-25. The Board has appointed M Mr. Manish
B. Analkat, Cost Accountants, (Membership No.
19378) as Cost Auditors of your Company for
conducting cost audit for FY 2024-25. A
resolution seeking approval of the Shareholders
for ratifying the remuneration payable to the
Cost Auditors for FY 2025-26 is provided in the
Notice of the ensuing AGM. The Cost accounts
and records as required to be maintained under
section 148 (1) of the Act are duly made and
maintained by your Company.

SIGNIFICANT AND MATERIAL ORDERS

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free
from harassment of any nature, the company
has institutionalized the Anti-Sexual Harassment
Initiative (ASHI) framework, through which we
address complaints of sexual harassment at the
all workplaces of the Company. Our policy
assures discretion and guarantees non-

retaliation to complainants. We follow a gender-
neutral approach in handling complaints of
sexual harassment and we are compliant with
the law of the land where we operate. The
Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints.

(a) number of complaints of sexual harassment
received in the year 2024-25 = Nil

(b) number of sexual harassment complaints
disposed off during the year 2024-25 = Nil

(c) number of sexual harassment cases pending
for more than ninety days during the year
2024-25 = Nil

MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions
relating to the Maternity Benefit Act 1961.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo stipulated under Section
134(3)(m) of the Act read with rule 8 of The
Companies (Accounts) Rules, 2014, as amended
from time to time is annexed to this Report as
"Annexure - C".

RISK MANAGEMENT

A well-defined risk management mechanism
covering the risk mapping and trend analysis,
risk exposure, potential impact and risk
mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks
identified and taking advance actions to
mitigate it. The mechanism works on the
principles of probability of occurrence and
impact, if triggered. A detailed exercise is being
carried out to identify, evaluate, monitor and
manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

Though the various risks associated with the
business cannot be eliminated completely, all
efforts are made to minimize the impact of such
risks on the operations of the Company.
Necessary internal control systems are also put
in place by the Company on various activities

across the board to ensure that business
operations are directed towards attaining the
stated organizational objectives with optimum
utilization of the resources. Apart from these
internal control procedures, a well-defined and
established system of internal audit is in
operation to independently review and
strengthen these control measures, which is
carried out by a reputed firm of Chartered
Accountants. The audit is based on an internal
audit plan, which is reviewed each year in
consultation with the statutory auditor of the
Company and the audit committee. The conduct
of internal audit is oriented towards the review of
internal controls and risks in its operations.

The Internal Auditor of the Company carry out
review of the internal control systems and
procedures. The internal audit reports are
reviewed by Audit Committee and Board.

Your Company has also put in place adequate
internal financial controls with reference to the
financial statements commensurate with the size
and nature of operations of the Company. During
the year, such controls were tested and no
material discrepancy or weakness in the
Company's internal controls over financial
reporting was observed.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT
VENTURES

The Company does not have any Subsidiary,
Joint venture or Associate Company.

CORPORATE GOVERNANCE

Your Company strives to incorporate the
appropriate standards for corporate
governance. As stipulated in Schedule V of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on
Corporate Governance and Certificate of the
Practicing Company Secretary with regards to
compliance with the conditions of Corporate
Governance is annexed to the Board's Report as

"Annexure - D".

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of Regulation 34, and Schedule V of SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the
performance of the Company, for the year under

review, Management Discussion and Analysis
Report, is presented in a separate section
forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Dhirubhai Shah & Co. LLP, Chartered
Accountants, Ahmedabad (FRN:

102511W/W100298) were appointed as statutory
auditor for the financial year 2023-24 to fill the
casual vacancy caused by the resignation of
HVG & Associates, Chartered Accountants,
Ahmedabad (FRN: 135242W)

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 read with rules made
thereunder and Based on the recommendation
of the Audit Committee and the Board of
Directors, members of the company in its
previous 16th Annual General Meeting held on
September 18, 2024, appointed M/s. Dhirubhai
Shah & Co. LLP, Chartered Accountants,
Ahmedabad (FRN: 102511W/W100298), as
Statutory Auditors of the Company for the
second term of 5 (five) years commencing from
the conclusion of 16th Annual General Meeting
(AGM) to hold office till conclusion of the 21st
Annual General Meeting (AGM) of the company
to be held in the year 2029 whose period of office
would expire on the conclusion of ensuing 21st
Annual General Meeting.

The Notes to the financial statements referred in
the Auditors Report are self-explanatory and
therefore do not call for any comments under
Section 134 of the Companies Act, 2013. The
Auditors' Report does not contain any
qualification, reservation or adverse remark. The
Auditors' Report is enclosed with the financial
statements in this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT

The Company has appointed M/s. Alap & Co. LLP,
Practicing Company Secretaries, to conduct the
secretarial audit of the Company for the financial
year 2024-25, as required under Section 204 of
the Companies Act, 2013 and Rules thereunder.
The Secretarial Audit Report for the financial year
2024-25 is annexed to this report as an
"Annexure - E - 1".

In light of the recent amendments in the SEBI
Listing Regulations mandating appointment of
Secretarial Auditor for a period of five years.
Accordingly, the Board has recommended the

appointment of M/s Alap & Co. LLP, a peer
reviewed firm of Company Secretaries in
Practice, as Secretarial Auditors of the Company
for a term of 5 (five) consecutive years, for
approval of the Members at ensuing AGM of the
Company. Brief resume and other details of
proposed secretarial auditors, forms part of the
Notice of ensuing AGM. M/s Alap & Co. LLP have
given their consent to act as Secretarial Auditors
of the Company. They have also confirmed that
they are not disqualified to be appointed as
Secretarial Auditors in terms of provisions of the
Act & Rules made thereunder and SEBI Listing
Regulations.

The above reports contain relating to filing of
ROC form beyond the statutory time period and
Management will take care of minute things in
near future and will not repeat the same.

INTERNAL AUDITORS

The Board of Directors of the Company has
appointed M/s. P K N & Co., Chartered
Accountant, Ahmedabad (Firm Registration No.
137148W), as an Internal Auditors to conduct
Internal Audit of the Company for the Financial
Year 2024-25 and the Internal Auditor has
presented the observations to the Audit
Committee at their meeting held quarterly basis.
Further, M/s. HVG & Associates, Chartered
Accountant, Ahmedabad (FRN: 135242W) has
been appointed as an internal auditor for the
financial year 2025-26.

LARGE ENTITY

The Board of Directors of the Company hereby
confirm that the Company is not a Large
Corporate entity in terms of Regulation 50B of
SEBI (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 (NCS Regulations).

REPORTING OF FRAUD

The Auditors of the Company have not reported
any fraud as specified under Section 143(12) of
the Companies Act, 2013.

INSURANCE

The assets of your Company have been
adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR
COMPANY UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending
against your Company under the Insolvency and
Bankruptcy Code, 2016 which materially impact
the Business of the Company.

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

During the year under review, there has been no
one time settlement of loans taken from banks
and financial institution.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations,
2015, the Company has maintained a functional
website namely "www.scodatubes.com"
containing basic information about the
Company. The website of the Company is also
containing information like Policies, Shareholding
Pattern, Financial Results and information of the
designated officials of the Company who are
responsible for assisting and handling investor
grievances for the benefit of all stakeholders of
the Company, etc.

ADOPTION OF IND-AS

The company has prepared the opening
balance sheet as per Ind AS as of 1 April 2021 (the
transition date) by recognizing all assets and
liabilities whose recognition is required by Ind AS,
not recognizing items of assets or liabilities which
are not permitted by Ind AS, by reclassifying
items from previous GAAP to Ind AS as required
under Ind AS, and applying Ind AS in
measurement of recognized assets and
liabilities.

There were no significant reconciliation items
between cash flows prepared under previous
GAAP and those prepared under Ind AS.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct
for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors
and designated employees of the Company. The
Code requires pre-clearance for dealing in the

Company's shares and prohibits the purchase or
sale of Company shares by the Directors and the
designated employees while in possession of
unpublished price sensitive information in
relation to the Company and during the period
when the Trading Window is closed. The Board is
responsible for implementation of the Code.

DETAILS OF THE DESIGNATED OFFICER

Mrs. Nishita Mayank Sanghvi, Company Secretary
& Compliance officer of the company is acting
as Designated Officer under Rule (9) (5) of the
Companies (Management and Administration)
Rules, 2014.

SECRETARIAL STANDARDS OF ICSI

The applicable Secretarial Standards, i.e. SS-1
and SS-2, relating to 'Meetings of the Board of
Directors' and 'General Meetings', respectively,
have been duly complied by your Company.

GENERAL DISCLOSURE

Your Directors state that the Company has made
disclosures in this report for the items prescribed
in section 134 (3) of the Act and Rule 8 of The
Companies (Accounts) Rules, 2014 and other
applicable provisions of the act and listing
regulations, to the extent the transactions took
place on those items during the year.

The Board of Directors state that no disclosure or
reporting is required in respect of the following
matters as there were no transactions or
applicability pertaining to these matters during
the year under review:

i) Voting rights which are not directly exercised
by the employees in respect of shares for the
subscription/ purchase of which loan was
given by the Company (as there is no
scheme pursuant to which such persons can
beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).

ii) Issue of equity shares with differential rights;

iii) Issue of sweat equity shares;

iv) There is no revision in the Board Report or
Financial Statement;

ACKNOWLEDGEMENT

Your Directors wish to place on record their
sincere appreciation for significant contributions
made by the employees at all levels through
their dedication, hard work and commitment,
enabling the Company to achieve good
performance during the year under review.

Your Directors also take this opportunity to place
on record the valuable co-operation and
support extended by the banks, government,
business associates and the shareholders for
their continued confidence reposed in the
Company and look forward to having the same
support in all future endeavors.