The Directors take pleasure in presenting the 45^th Annual Report together with
the audited financial statements of the Company for the year ended
31^stMarch2024.

1. FINANCIAL RESULTS (Standalone):

The Company’s Financial Results for the year ended 31^st March2024 is summarized
below:

[Rs.inCrores]

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE
Revenue

During 2023-24, the Company achieved a turnover of Rs. 72.00 Crore, as against Rs.92.70
crorers in the previous year. The Company focused on reducing fixed costs, manage
working capital more efficiently and making capital expenditure prudently on critical
growth projects.

Other Operating Revenue

Other operating revenue for the year ended March 31, 2024 includes Rs. 0.50 crore (previous
year Rs.0.64 crore)

Profit beforeTax

Profit posted before tax for the year is Rs.0.08 Crore

Total Comprehensive Income

Total Comprehensive income for the year 2023-24 is Rs. 0.23 Crore as compared to a
profit of Rs. 0.53 Crore in 2022-23.

2. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during FY 2023-24.

3. CASH & CASH EQUIVALENT

Cash and Cash Equivalent as at March 31, 2024 was Rs. 0.29 Crore. The Company
continues to focus on judicious management to fits working capital. The Company has
taken many steps during the year to improve the working capital turns. The working
capital parameters were kept under strict check through continuous monitoring.

4. DIVIDEND

Your directors did not recommend any dividend for this year.

5. SHARE CAPITAL

The Company’s paid up Equity Share Capital as on March 31^st 2024 is Rs. 5.12 Crores.The
Company has neither issued any shares with differential rights as to Dividend, Voting or
other wise nor issued shares (includings we at equity shares)to the Employees or
Directors of the company under any Scheme. As on March 31, 2024 noneof the Directors
of the Company hold shares or convertible instruments of the Company.

No disclosure is required under Section 67(3) © of the Act, inrespect of voting rights not
exercised directly by the employees of the Company as the provisions of the said
Section are not applicable.

6. DEPOSITS

The Company has not accepted any fixed deposits under Chapter V of the Companies
Act,2013, and as such no amount of principal and interest were outstanding as on
31^stMarch 2024

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

8. CAPITAL EXPENDITURE

The company continues to assess the trends emerging in the industry and the changing
requirements of its customers and invests appropriately for the long-term, with a view to
servicing its customers in a more timely and efficient manner.

The Standalone Financial Statements of the Company for the Financial Year Ended 31^st
March 2024 is prepared in compliance with the applicable provisions of the Act, Indian
Accounting Standards (Ind-AS) and as prescribed by Securities and Exchange Board of
India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015 (hereinafter referred to as ‘the SEBI (LODR) Regulations, 2015). The
FinancialStatements of the Company for the year ended 31^st March 2024 have been
disclosed as per Division II of Schedule III to the Companies Act, 2013.

Pursuant to the provisions of Section 136 of the Companies Act, the Financial Statements
of the Company, the Standalone Financial Statements along with all relevant documents
and the Auditors’ Report thereon form part of this Annual Report. The Financial
Statements as stated above are also available on the website of the company and can be
accessed at the weblinkwww.tntpipes.com.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

At present, the company is not falling under purview of section 135 of the Companies
Act, 2013. The Company is committed to Corporate Social Responsibility and strongly
believes that the business objectives of the Company must be in congruence with the
legitimate development needs of the society in which it operates.

11. CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of corporate governance. The
Company has been in compliance with the requirements of SEBI Listing Regulations.

A report on corporate governance together with a certificate from the Practicing
Company Secretary is annexed in accordance with the terms of the SEBI Listing
Regulations and forms part of the Board’s Report. The Managing Director and th e
ChiefFinancial Officer have submitted a certificate to the Board regarding the financial
statements and other matters in terms of Part B of Schedule II [Corporate Governance] of
the SEBI Listing Regulations.

The Report further contains details as required to be provided in the Board’s Report on the
policy on Directors’ appointment and remuneration including the criteria, annual
evaluation by the Board and Directors, composition and other details of Board
committees, implementation of risk management policy, whistle-blower policy/vigil
mechanism, dividend policy etc.

13. 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 Companies Act,2013 read
with Rule 8 of The Companies (Accounts) Rules, 2014 forms part of this Report.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under
review were on an arm’s length basis and were in the ordinary course of business. There are
no materially significant related party transactions during the year which may have a
potential conflict with the interest of the Company at large. Necessary disclosures as
required under the Indian Accounting Standards have been made in the notes to the
Financial Statements.

None of the Directors except Mr. Rakesh Goyal ( Ex - Managing Director) had any
pecuniary relationships or transactions vis-a-vis the Company.

1 5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the
Companies Act, 2013 and SEBI Regulations.

DIRECTORS AND KMPS RESIGNED AND APPOINTED DURING THE YEAR:

Mrs . DIVYA ABHISHEK, Independent Director, was inducted to the Board during 2023
appointed as Independent director of the Company from 20^th Sep 2023. The appointment
of Mrs.as Divya Abhishek, Independent Director is approved by the shareholders in the
last Annual General Meeting held in SEP. 2023.

Mr.KRISHNAN KAMAL SHUKLA,Wholetime Director was inducted to the Board as a Whole
time Director of the Company with effect from 10^th Feb 2024. The appointment of
Mr.Krishnan Kamal Shukla as Wholetime Director was approved by the Board of
Directors at their Meeting held on 10.02.2024 and also filed DIR 12 before MCA. Now the
matter is being placed before the shareholders for their confirmation and approval in
the ensuing Annual General Meeting to be held on on 26.09.2024.

Mrs G CHITRA, CFO, has resigned on 30.10.2023 and in view of her resignation,
Mr H VINODH KUMAR, has been appointed as C.F.O. (Chief Financial Officer) with effect
from 14.11.2023, whose profile/application was scrutinized by the Board of Directors
and after their detailed discussion, passed resolution suitably by the Directors at their
Meeting held on 14.11.2023

Mr.K. SURESH , Company Secretary, appointed on 14^th August 2023 and his appointment
was approved by the shareholders in the last Annual General Meeting held in SEP. 2023.

All the Independent Directors of the Company have furnished necessary declaration in
terms of Section 149 (6) of the Act affirming that they meet the criteria of independence
as stipulated there under. All the Independent Directors of the Company are registered on the
Independent Directors Data bank as required under the Companies Act, 2013 and the
applicable Rules in the said regard. In the opinion of the Board, all the Independent
Directors have the integrity, expertise and experience including the proficiency as required to
effectively discharge their roles and responsibilities in directing and guiding the affairs of the
Company.

The required information of the Directors being appointed, pursuant to the provisions of
the Listing Regulations, forms part of the Annual Report.

There was no change in the composition of the Board of Directors and the Key
Managerial Personnel, except as stated above.

The following persons have been designated as Key Managerial Personnel of the
Company pursuant to section 2(51) and section 203 of the Act, read with the Rules
framed there under.

1. Mr.BIVASHWA DAS - Managing Director

2. Mr.N.SUDHARSAN - Whole-timeDirector

3. Mr.KRISHNAN KAMAL SHUKLA -Whole-timeDirector

4. Mr.RAM ASHISH SINGH -Whole-timeDirector

5. Mr. K SURESH - Company Secretary & Compliance Officer

6. Mr. H. VINOTH KUMAR -Chief Financial Officer (C.F.O.)

1 5. DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SEC. 78

Information regarding Directors’ Remuneration Policy and criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under sub-section(3) of Section 178 are provided in the Corporate Governance Report.

16. EXTRACT OF ANNUAL RETURN

A copy of the Annual Return of the Company is placed on the website of the Company
and the same is available on the website of www.tntpipes.com.

17. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the
Secretarial Standards specified by the Institute of Company Secretaries of India, the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) came into effect from 1 July 2015. The said standards were further amended w.e.f.
1^st October 2017.

The Company has ensured compliance of the Secretarial Standards issued by the Institute of
Company Secretaries of India during the period under review. The Company is
incompliance with the same.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors confirm that the Company has in place a framework of internal
financial controls and compliance system, which is monitored and reviewed by the Audit
Committee and the Board besides the statutory, internal and secretarial auditors.To the
best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section 134 (3)
© of the Companies Act, 2013:

a) that in the preparation of the annual Financial Statements for
the year ended 31st March 2024, the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied
consistently and judgment and estimates have been made that
are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31^st March 2024.

c) that proper and sufficient care has been taken 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) that the annual Financial Statements have been prepared on a
going concern basis;

e) that proper internal financial controls to be followed by the
Company have been laid down and that the financial controls are
adequate and were operatinge ffectively and

f) that proper systems have been devised to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

19. AUDITORS
STATUTORY AUDITORS

The Members, at the 43^rd Annual General Meeting held on September 27, 2022,
appointed M/s. D.P.V. & Associates, Chartered Accountants, [Firm’s Registration
No.011688S] as the Statutory Auditors of the Company, to hold office for a term of 5 (five)
years from the conclusion of the 43^rd Annual General Meeting(AGM) of the Company
held for the financial year 2022-23 until the conclusion of the 48^thAGM of the company
for the financial year 2026-27 on such remuneration as may be determined by the Board
of Directors.

Pursuant to the amendment to Section 139 of the Companies Act, 2013 which
wasnotified on May 7, 2018, ratification of appointment of Statutory Auditors at every
AGM is no longer required .There are no qualifications, reservation or adverse remarks or
disclaimer made in the audit report for the Financial Year 2022-2023. The existing
Auditor’s term expired at the conclusion of the 43^rd Annual General Meeting of the
Company held on 27.09.2022. Hence Based on the Recommendations of the Audit
committee at their meeting held on 21.05.2022, the Board, at their meeting
held on 21.05.2022 appointed M/s DPV and Associates, Chartered Accountants, Sri
Ranga, No.51 Mambalam High Road,T.Nagar, Chennai -17 as Statutory auditors of the
company from the conclusion of this 43^rd AGM till the conclusion of 48^th AGM to be
held in the year 2027 on such terms and remuneration as may be mutually agreed upon
between the said Auditors and Board of Directors of the Company”The Company has
also obtained necessary consent under Section 139 and eligibility certificate under
Section 141 from M/s DPV and Associates Chartered Accountants, Sri Ranga, No.51
Mambalam High Road T.Nagar, Chennai-600 017 - D.P.V. & Associates (Firm Registration
Number 011688S),Chartered Accountants, Chennai-17, to the effect that their
appointment, if made, would be inconformity with the provisions of the Companies Act,
2013 and the appointee Statutory Auditors is holding a valid Peer Review Certificate
issued by the Institute of Chartered Accountants of India.

COST AUDITORS

On the recommendation of the Audit Committee the Board of Directors appointed
M/s.Latha Venkatesh& Associates, Cost Accountants (Firm Registration No. 101017),as Cost
Auditor of the Company for the financial year 2023-24 under Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment
Rules, 2014. M/sLatha Venkatesh & Associates has confirmed that they are free from
disqualification specified under Section 141(3) and proviso to Section 148 (3) read with
Section 141(4) of the Companies Act 2013 and that their appointment meets the
requirements of Section 141 (3) (g) of the Companies Act, 2013. They have further
confirmed their independent status and an arm’s length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the
Members at the ensuing AGM for their confirmation and approval. Accordingly, a
Resolution for seeking appointment and remuneration payable to Cost Auditor is
included in the notice convening the Annual General Meeting.

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
Company has appointed Mr. VS Sowri Rajan (FCS 2368), Company Secretary in Practice
to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed here with and forms part of this Report.

The Company has ensured compliance of the Secretarial Standards issued by the
Institute of Company Secretaries of India during the period under review. Accordingly, no
qualifications or observations or other remarks have been made by the Secretarial
Auditor in the said Report.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SEC.143(12)

During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

21. HUMAN RESOURCES

The company continued to lay emphasis on creating a high performing work culture to
achieve organizational goals of the present as well as those of the future in a sustainable
way by establishing a culture of process discipline, organizational oneness and achievement
orientation across its businesses through simplification and digitization, empowerment,
project-based working and customer centricity.

The information relating to employees and other particulars required under Section197
of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being
sent to the Members excluding the information on employees, particulars of which are
available for inspection by the Members at the Registered Office of the Company during
business hours on all working days of the Company up to the date of the forth coming
Annual General Meeting. If any Member is interested in obtaining a copy there of, such
Member may write to the Company Secretary in the said regard.

The disclosure with regard to remuneration as required under Section 197 of the Act
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached and forms part of this Report

22. INTERNAL CONTROL SYSTEMS
Internal Audit and their adequacy

The Company has in place well defined and adequate internal controls commensurate with
the size of the Company and the same were operating effectively throughout the year. To
maintain its objectivity and independence, the Internal Auditor (IA) reports to the Chairman
of the Audit Committee of the Board. The IA evaluates the efficacy and adequacy of
Internal Control System, its compliance with operating systems and policies of the
Company and accounting procedures at alllocations of the company. Based on the
report of IA, process owners undertake corrective action in their respective are as and
there by strengthen the controls.Significant audit observations and corrective actions
there on a represented to the Audit Committee of the Board.

Internal Financial Control Systems with reference to the Financial Statements

The Company has complied with the specific requirements of the Companies Act, 2013,
which call for establishment and implementation of an Internal Financial Control framework
that supports compliance with requirements of the said Act in relation to the Directors’
Responsibility Statement.

The Company has in place adequate internal financial controls commensurate with th e size,
scale and complexity of its operations. During the year, such controls were tested and no
reportable material weakness in the designor operations were observed.The Company
has policies and procedures in place for ensuring for proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.

The company has adopted Accounting Policies which are in line with the Accounting
Standards and the Act. These are in accordance with generally accepted accounting
principles in India. Changes in policies, if required, are made in consultation with the
Auditors and are approved by the Audit Committee.

The Risk Management Committee of the Board of Directors reviews the risk mitigation plans
periodically to monitor the key risks of the Company and evaluate the management of
such risks for effective mitigation.

The company has a robust financial closure, certification mechanism for
certifyingadherence to various accounting policies, accounting hygiene and accuracy of
provisions and other estimates.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism named Ethical View Reporting Policy (EVRP) to
report concerns about unethical behaviour, actual/suspected frauds and violation of
company’s code of Conduct. Protected disclosures can be made by a whistle blower
through several channels. An Ethical View Committee has been constituted to discuss the
finding of the investigations of the complaints and to recommend remedial actions. The
Audit Committee of the Board oversees the functioning of the Ethical View Committee.

Also, during the year, your Company reached out extensively to employees to conduct
greater awareness on Value Creation in Competitive Environment (VCCE) and on Anti
Bribery and Corruption Directive (ABCD) through e-learning modules and face to face
sessions, achieving a high level of engagement and compliance. This reflects your
company’s strong commitment to Zero tolerance for non-compliances in this regard and
to doing business the right way and with integrity.

24. BOARD EFFECTIVENESS

a. Familiarization Programme for the Independent Directors

In compliance with the requirements of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Company has put in place of familiarization
Programme for the Independent Directors to familiarize them with their role, rights and
responsibility as Directors, the working of the Company, nature of the industry in which the
company operates, business model etc.The details of the familiarization programme are
explained in the Corporate Governance Report.

b. Board Evaluation

Pursuant to the provisions of the Act and the SEBI (LODR) Regulations 2015, the Board has
carried out the annual performance evaluation of its own performance, the Directors

individually as well as the evaluation of the working of its Audit, Nomination &

Remuneration and Compliance Committee. The criteria applied in the evaluation
process are explained in the Corporate Governance Report.

25. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the market place and a good

reputation are among the primary determinants of value to the Shareholder. The

organizational vision is founded on the principles of good Governance and by theresolve
to be a customer-centric organization which motivates the Company’s Management to
be aligned to deliver leading-edge building products backed with dependable after sales
services.

Your Company is committed to creating and maximizing long-term value for
Shareholders and essentially follows a four-pronged approach to achieve this end.

a) By increasing all-round operational efficiencies.

b) By identifying strategies that enhance its competitive advantage.

c) By managing risks and pursuing opportunities for profitable growth, and

d) by cementing relationships with other important Stakeholder
Groups through meaningful engagement processes and mutually

rewarding associations that Enable it to create positive impacts on
the economic, societal and environmental dimensions of the Triple
Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the
Shareholder and investor of receiving transparent and unfettered information on the
Company’s performance.

26. ECONOMIC SCENARIO AND OUTLOOK

The critical challenges before your Company would include the following:

• To continue to step up the sale of value creating Premium products.

• To further streamline channel management and strengthen marketing
activities in a manner that leverages the Company’s brand equity.

• To continue promotion and facilitation of cashless transactions in the
retail network with a view to ensure uninterrupted retail off takes.

To develop the means to foresee changes in the value chain and the agility needed to keep
strict control on the costs of fuel and raw materials amid volatile global prices.

27. G.I. PIPES & TUBES-PERFORMANCE

Costs-Pipes &Tubes Business

During the year 2023-24, the company maintained a close focus on effective cost
management through various initiatives.

a) Cost of Materials consumed

Cost of materials consumed was Rs. 6,510.34 Lakhs in 2023-24 as against 8,611.35 Lakhs
during the year 2022-23.

The Company’s Sustainable Development programme continues to be
comprehensive and robust.

b) Power&Fuel

The Power & Fuel spent in 2023-24 was Rs.111.69Lakhs, as compared to Rs.114.31 Lakhs spent
in 2022-23. The Company continues to focus on reducing the overall cost of fuel as well as
shifting its dependence on linkage by optimizing the fuel mix to enhance the use of alternative
fuels.

c) Freight&Forwardingexpenses

Freight and forwarding expenses during the year is Rs. 31.26 Lakhs as compared to Rs. 29.73 Lakhs
in 2022-23.

d) Employee costs

Overall employee costs, decreased by 6.02% in 2023-24.

e) Other Expenditure

Other expenditure constitutes Rs.143.23 Lakhs for 2023-24 of total expenditure of the
company as compared to Rs.149.13 Lakhs in the previous year.

28. SUSTAINABLE DEVELOPMENT

C02 Emissions:

Your Company is committed to cut its carbon footprint in line with the Low Carbon
Technology Roadmap for the Pipe Industry.

GreenEnergy

Controlling Emissions: The installation of dust monitors as per the statutory requirement
of TNPCB was completed at our plant.

Water Performance:

Performance and to achieve a water positive status, the company has focused its efforts
on two approaches:

i) Reduction of fresh water intake by lowering water demand in process and
non-process areas and waste water recycling after treatment. Water metering
and monitoring systems were installed.

ii) Conservation of water by rain water harvesting in plants, and sustained

Water harvesting measures undertaken over the years has helped our Plant
become self-reliant without being dependent on natural water sources like
rivers and boreswells.These two approaches have helped your Company
reduce its specific wate rconsumption.

Biodiversity

Your Company is committed to the conservation of biodiversity. Efforts on biodiversity
conservation are focused on following areas:

i) To study and assess the biodiversity operated by the Company.

ii) On-ground implementation of activities which conserves biodiversity:

iii) Afforestation activities in and around our plant premises with native species of
trees at our Plant.

29. HEALTH & SAFETY (H & S Policy-Initiatives)

H & S Business processes and information systems across the Company were further
strengthened with the proposed launch of an online H&S application called
“Click2Safety”. This application helps streamline reporting in a manner that gives access to
all employees, is standardized, is faster and enriches the H&S Database.

30. LOGISTICS SAFETY

Logistics safety is one of the major focus areas for your Company. Ongoing
initiativesundertaken in this regard included provisions of various plant and parking level
protocols, creation of certain hygiene factors for truck drivers and their crew such as
amenities at truck parking yards, improving tarpaulin tying practices, improving Personal
Protective Equipment usage, renewal of logistics contracts to include safety parameters
and issue of “passports”, for drivers as well as vehicles which are informal internal
databases that provide details of individual identity, registration, roadworthiness and
safety preparedness.

31. HUMAN RESOURCES

The company adopted a functional organization structure which is intended to enable the
organization to be more collaborative, agile and streamlined in implementing strategy,
harnessing internal functional expertise to the fullest and in enhancing stakeholder value.

Employee Relations

The HR policy is intended as a part of the Company’s continuous efforts to offer one ofthe “Best
Places to Work” in the Pipe Industry. This policy was designed to attract newtalent and motivate
existing employees to contribute to their peak performance levels.The Company’s HR function is
recognized in the sector for its engagement and leadership development processes in
nurturing talent necessary to keep the Organization’s talent pool future ready. The Company
continued with efforts to ensurethat its pool of human resources is “future ready” through its
robust processes of learning & development, capability building and its development
programme for shop floor associates. Efforts continued to be taken to develop leadership lines
as well as to enhance technical and functional capabilities with special focus on nurturing
young talent, in order to meet future challenges.

India Manufacturing Transformation (IMT)

The IMT Programme aims to make the work-culture in the core areas of production and
maintenance in the Steel Pipe Plant more contemporary. This envisages a lean manufacturing
organization design with multitasking, standardization nand simplification of manufacturing
processes, improved productivity standards, introduction a centralized maintenance design
with better planning and benchmarking with the best-in-class.These initiatives will enable the
Steel Pipe Plant operate more efficiently in a competitive environment and render them
compatible with National manufacturing standards.

Industrial Relations

Employee Relations at all the Units remained cordial. This has helped to build a healthy
relationship and resolve issues through mutual dialogue.

Prevention of Sexual Harassment of Women at Workplace

The company has policy on prevention of sexual harassment at workplace in line with the
requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Complaints Committee (ICC) to redress complaints received
regarding sexual harassment has been constituted in compliancewith the requirements of the
said Act. The company has constituted “Visakha” Committee consisting of following Members:

1. Mrs. Divya Abhishek (External Member)

2. Mrs. Priya Krishna (External Member)

3. Mrs. Latha Venkatesh (External Member)

The policy extends to all employees (permanent, contractual, temporary and trainees). Employees
at all levels are being sensitized about the new Policy and the remedies available thereunder.
During the year, the Company has not received any complaint on sexual harassment and there
are no complaints pending.

Awarenesss programme were conducted a cross the Company to sensitize the employees to
uphold the dignity of their colleagues at workplace, particularly with respect to prevention of
sexual harassment.

32. BUSINESS RISKS & OPPORTUNITIES

The Business Risk Management Committee, chaired by an Independent Director, is functioning
as required under SEBI Regulations.The committee discussed about the physical risk and
marketing risk. Details of this Committee, its terms of reference and functioning are set out in
the Corporate Governance Report.

The Company has implemented a Business Risk Management Policy which lays down the
framework to identify business risks at both corporate level and at Business Segment level.

The Company’s approach to addressing business risks is comprehensive and enables timely
anticipation of risks and identification of opportunities enabling appropriate responses,
thereby enhancing the Company’s competitive advantage. Separate approaches are defined
for each of the main business segments of Steel Pipes and forms an integral part of the
company’s Mid Term Planning cycle.

The company is faced with various risks at an operational level which very often have the
potential to offer business opportunities. Some of the main risks are discussed herein:

Proactive Safety Culture

Your company has identified Health & Safety of employees and workmen as one of its key
focus areas. These include possibilities in the areas of the availability and souring of Raw
Materials, Energy, Efficiency and Conservation, Logistics and production development and
market segmentation based on research, imbibing best practices in manufacturing and other
areas leading productivity improvement.

Safety on National roads is largely dependent on various factors such as the overall condition
and maintenance of roads, vehicle road-worthiness and general observance of road traffic
laws. As part of its Logistics Safety function and Indian Road Safety Programme, the Company
has taken several initiatives including regular simulator-based driver training, vehicle
inspection for road-worthiness and the use of GlobalPositioning Systems (GPS) to monitor
outbound movement of Steel Pipes to the enduser.

Opportunities

Your Company also regularly examines potential opportunities created from situations
involving business risks.

33. DECLARATIONS/AFFIRMATIONS

During the year under review:

- There were no material changes and commitments affecting the
financial position of the Company, which have occurred between the
end of the financial year of the Company to which the financial
statements relate viz., 31^st Mar.2024 and the date of this Report; &

- there were no significant material orders passed by the regulators
or courts ortribunals impacting the Company’s going concern status
and its operations infuture.

34. ACKNOWLEDGEMENTS

The Directors thank all Customers, Vendors, Financial Institutions, Banks, State Governments,
and Investors for their continued support to your Company’s performance and growth. The
Directors also wish to place on record their appreciation of the contribution made by all the
employees of the Company resulting in the good performance during the year under review.

35. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis is describing
Company’s objective, expectations and forward-looking within the meaningof applicable Securities
Laws and Regulations. Actual results may differ materially from those expressed in the statement.
Important factors that could influence the Company’s operations with regard to demand and
supply conditions affecting selling prices of finished goods, input availability and prices,
changes in Government Regulations,Tax Laws, Economic Developments and other factors such
as litigation and industrial relations.

For and on behalf of the Board

Sd/- Sd/-

N. SUDHARSAN BIVASHWADAS

DIN: 08562284 DIN:07352655

PLACE: CHENNAI
DATE: 14.08.2024