As on: Oct 02, 2026 02:02 PM
Your Director's are pleased to present the 25th Annual Report of the Company covering the operating and financial performance together with the Audited Financial Statements and the Auditors' Report thereon for the Financial Year ended on March 31, 2026.
The Company's financial performance for the year ended March 31, 2026 is summarised below:
The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company's dividend distribution policy, has decided it would be prudent, not to recommend any Dividend for the year ended on 31st March, 2026 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.
During the year under review, Company has not transferred any amount to reserves.
During the year under review, company made Total Income of Rs. 46,099.85/- (in Lakhs) as against Rs. 39,394.25/- (in Lakhs) in the previous year. The company has made Profit before Depreciation, Finance, Costs, Exceptional items and Tax Expense of Rs. 3,242.16/- (in Lakhs) against profit of Rs. 2,472.00/- (in Lakhs) in the previous year in the financial statement.
Your Company made net profit of Rs. 1,145.37/- (in Lakhs) as against net profit of Rs. 758.65/- (in Lakhs) in the previous year in the financial statement.
During the year under review the Company has made changes in the share capital as on 31st March, 2026. The details of the same are mentioned below:
The Company's Authorised share capital has been increased from Rs. 8,50,00,000/- (Rupees Eight Crore Fifty Lakhs Only) divided into 85,00,000 (Eighty-Five Lakh) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each to Rs. 15,00,00,000 (Rupees Fifteen Crore) comprising of 1,50,00,000 (One Crore Fifty Lakh) equity shares of the face value of Rs. 10/- each vide Ordinary Resolution passed by shareholders in Extra Ordinary General Meeting held on 27th January, 2026.
The Authorised Share Capital of your Company as on March 31, 2026 stood at Rs. 15,00,00,000 (Rupees Fifteen Crore) comprising of 1,50,00,000 (One Crore Fifty Lakh) equity shares of the face value of Rs. 10/- each.
The Company's paid up share capital has been increased from Rs. 8,29,02,520/- (Rupees Eight Crore Twenty-Nine Lakh Two Thousand Five Hundred and Twenty Only) divided into 82,90,252 (Eighty-Two Lakh Ninety Thousand Two Hundred and Fifty-Two) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each to Rs. 12,43,53,780 (Rupees Twelve Crore Forty-Three Lakhs Fifty-Three Thousand Seven Hundred and Eighty Only) divided into 1,24,35,378 (One Crore Twenty-Four Lakh Thirty-Five Thousand Three Hundred and Seventy-Eight) equity shares of the face value of Rs. 10/- each by allotting 41,45,126 Equity Shares by way of bonus issue in ratio of 1:2 vide Board Resolution passed at their Board Meeting held on 18th February, 2026.
The issued, paid up and subscribed capital as on March 31, 2026 stood at Rs. 12,43,53,780 (Rupees Twelve Crore Forty-Three Lakhs Fifty-Three Thousand Seven Hundred and Eighty Only) divided into 1,24,35,378 (One Crore Twenty-Four Lakh Thirty-Five Thousand Three Hundred and Seventy-Eight) equity shares of the face value of Rs. 10/- each.
There is no change in the nature of the business of the Company.
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Directors' Report.
During the year under review, the company has made the alteration in the Clause V in Memorandum of Association of the company by increase in Authorized Share Capital from Rs. 8,50,00,000/- (Rupees Eight Crore Fifty Lakhs Only) divided into 85,00,000 (Eighty-Five Lakh) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each to Rs. 15,00,00,000 (Rupees Fifteen Crore) comprising of 1,50,00,000 (One Crore Fifty Lakh) equity shares of the face value of Rs. 10/- each vide Ordinary Resolution passed by shareholders in Extra Ordinary General Meeting held on 27th January, 2026.
The Clause V of Memorandum of Association of the company are as follows:
"V. The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crore) comprising of 1,50,00,000 (One Crore Fifty Lakh) equity shares of the face value of Rs. 10/- each."
During the year under review, there is no alteration made in Article of Association (AOA) of the Company.
The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.
Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.
Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
During the year under review, the Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.
During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.
The Company does not have any Holding, Subsidiary, Joint venture or Associate Company as on March 31, 2026.
Appointment/ Re-Appointment:
During the year under review, the Company has on the recommendation of the NRC appointed Ms. Ishmeet Kaur Gurmeetsingh Kheda (DIN: 10377891), Mr. Vikas Vijay Meena (DIN: 11030237) and Mr. Bhavinkumar Rajeshkumar Magnani (DIN: 10470302) as an Additional Non-Executive (Independent) Director of the Company with effect from 06th May, 2025.
Further, Ms. Ishmeet Kaur Gurmeetsingh Kheda (DIN: 10377891), Mr. Vikas Vijay Meena (DIN: 11030237) and Mr. Bhavinkumar Rajeshkumar Magnani (DIN: 10470302) has been regularized as an Independent Director vide Special Resolution passed at the Annual General Meeting held on 29th September, 2025.
However, after the closure of financial year, the Company has appointed Ms. Deepika Vinitkumar Agrawal as Company Secretary as well as Compliance Officer with effect from 07th May, 2026.
Mrs. Preeti Rajeshkumar Mittal (DIN: 01594555), Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.
Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.
During the year under review, Mr. Balveeram Kewalmal Singhvi (DIN: 05321014) resigned from the position of Non-Executive (Independent) Director of the company with effect from 30th June, 2025.
Further, Mr. Kirankumar Mushaddilal Agarwal (DIN: 08105221) and Mr. Saurin Shailesh Shah (DIN: 07438637) tendered their resignation from the position of the Non-Executive (Independent) Director of the company with effect from 06th August, 2025.
Further, after the closure of financial year, Mr. Gaurav Ramesh Khandelwal resigned from the position of a Company Secretary as well as Compliance Officer of the company with effect from 06th May, 2026.
The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and Regulation 17 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015:
? Mr. Balveeram Kewalmal Singhvi (Resigned from the Board with effect from 30th June, 2025)
? Mr. Kirankumar Mushaddilal Agarwal (Resigned from the Board with effect from 06th August, 2025)
The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. These declarations have been placed before and noted by the Board.
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 the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026 and of the profit of the Company for that period;
3. They have 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) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Board of Directors along with its Committees provide leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.
The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of RSTL comprises of Executive and Non-Executive Directors. Independent Directors are eminent persons with proven record in diverse areas like business, accounting, marketing, technology, finance, economics, administration, etc. The composition of Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors as on March 31, 2026, comprised of 5 Directors, out of which 1 was Executive Director ("ED") (MD), 1 was Executive Directors ("EDs") and 3 were Non-Executive Directors ("NEDs") Independent Directors ("IDs"). Detailed profile of our Directors is available on our website at www.riddhitubes.com .
*Mr. Balveermal Kewalmal Singhvi (DIN: 05321014), Independent Director (Non-Executive) resigned from the Board with effect from 30th June, 2025. ** Mr. Kirankumar Mushaddilal Agarwal (DIN: 08105221) and Mr. Saurin Shailesh Shah (DIN: 07438637) resigned from the Board with effect from 06th August, 2025. *** Ms. Ishmeet Kaur Gurmeetsingh Kheda (DIN: 10377891), Mr. Vikas Vijay Meena (DIN: 11030237) and Mr. Bhavinkumar Rajeshkumar Magnani (DIN: 10470302) has been appointed as an Additional Non-Executive (Independent) Director on the Board with effect from 06th May, 2025.
The Board of Directors duly met 12 times at regular intervals during the mentioned financial year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The dates on which meetings were held are as follows:
During the year under review, 1 (One) Extra-Ordinary General Meeting was held on 27th January, 2026.
In terms of the provisions of the Schedule IV of the Companies Act, 2013, the Independent Directors of the Company shall meet at least once in a year, without the presence of Executive Directors and members of Management. During the financial year, the Meetings of Independent Directors was held in following manner:
The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Companies Act, 2013. The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.
The Company Secretary acts as the Secretary to the Committee. The internal auditor reports functionally to the Audit Committee. The Chief Financial Officer of the Company also attends the meetings as invitee.
(i) The Composition of Audit Committee Meeting as on 01st April, 2025 are given below:
1. Mr. Saurin Shailesh Shah - Chairperson - Non-Executive Independent Director
2. Mr. Kirankumar Mushaddilal Agarwal - Member - Non-Executive Independent Director
3. Mrs. Preeti Rajeshkumar Mittal - Member - Director
(ii) The Composition of Audit Committee Meeting has been changed in the Board Meeting held on 06th August, 2025 as a result of completion of resignation of Mr. Saurin Shailesh Shah and Mr. Kirankumar Mushaddilal Agarwal with effect from 06th August, 2025 are given below:
In terms of the provisions of Section 177 of the Companies Act, 2013 and SS-1, the Audit Committee of the Company shall meet as often as required and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Audit committee was held in following manner:
during the year
Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public. Reviewing with the Management, Audited Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard. Review the Management Discussion & Analysis of financial and operational performance. Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Company's accounting principles with reference to the Accounting Standard (AS).
All the Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
The board of directors has accepted all recommendations of the Audit Committee during the year.
The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to the remuneration of the directors, key managerial personnel.
(i) The Composition of Nomination and Remuneration Committee Meeting as on 01st April, 2025 are given below:
(ii) The Composition of Nomination and Remuneration Committee Meeting has been changed in the Board Meeting held on 06th August, 2025 as a result of completion of resignation of Mr. Saurin Shailesh Shah and Mr. Kirankumar Mushaddilal Agarwal with effect from 06th August, 2025 are given below:
In terms of the provisions of Section 178 of the Companies Act, 2013 and SS-1, the Nomination and Remuneration Committee of the Company shall meet as often as required and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Nomination and Remuneration Committee was held in following manner:
The terms of reference of the Committee inter alia, include the following:
Succession planning of the Board of Directors and Senior Management Employees; Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria; Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions; Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration; Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.
The Stakeholders' Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.
(i) The Composition of Stakeholders' Relationship Committee Meeting as on 01st April, 2025 are given below:
(ii) The Composition of Stakeholders' Relationship Committee Meeting has been changed in the Board Meeting held on 06th August, 2025 as a result of completion of resignation of Mr. Saurin Shailesh Shah and Mr. Kirankumar Mursaddilal Agarwal with effect from 06th August, 2025 are given below:
In terms of the provisions of Section 178 of the Companies Act, 2013 and SS-1, the Stakeholders' Relationship Committee of the Company shall meet as often as required and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Stakeholders' Relationship Committee was held in following manner:
The terms of reference of the Committee are:
? Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;
? Issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;
? Issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;
? To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
? To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence et c. and to monitor action taken;
? Monitoring expeditious redressal of investors / stakeholder's grievances;
? All other matters incidental or related to shares, debenture.
During the year, the Company has given disclosure for Investor Complaints of last four quarters on Stock Exchange and no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2026.
Mr. Gaurav Ramesh Khandelwal resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 06th May, 2026. Subsequently, after the closure of the financial year, the Company appointed Ms. Deepika Vinitkumar Agrawal as the Company Secretary and Compliance Officer with effect from 07th May, 2026.
The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration of Directors, Key Managerial Personal ('KMP') and other employees so as to attract, retain and reward talent who will contribute to our long-term success and thereby build value for the shareholders. The Committee reviews and recommend to the Board of Directors about remuneration for Directors, Key Managerial Personnel and other. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial.
For Board of Directors and Senior Management Group, the Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Company's commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.
All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2026. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report.
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted
Code of Practices for Prevention of Insider Trading and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company.
Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company www.riddhtubes.com .
The Company has established a Vigil Mechanism/ Whistle-blower policy in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee to report actual or suspected unethical behavior, fraud or violation of the Company's Code of Conduct/ ethics/ principles and matters specified in the Policy.
The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company at www.riddhtubes.com . The Policy ensures complete protection to the whistle-blower and follows a zero-tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy.
During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company's Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of
Riddhi Steel & Tube Limited
Unpublished Price Sensitive Information to enable them to report on leakages, if any of such information.
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors.
The Board sought the feedback of Directors on various parameters including:
Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); Structure, composition, and role clarity of the Board and Committees; Extent of co-ordination and cohesiveness between the Board and its Committees; Effectiveness of the deliberations and process management; Board/Committee culture and dynamics; and Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
Knowledge Professional Conduct Comply Secretarial Standard issued by ICSI Duties, Role and functions
Performance as leader Evaluating Business Opportunity and analysis of Risk Reward Scenarios Key set investment goal Professional conduct and integrity Sharing of information with Board. Adherence applicable government law
The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.
The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.
1. Mr. Preeti Rajeshkumar Mittal - Director & CFO
2. Mr. Shivshankar Agarwal - Marketing Manager
3. Mrs. Honey Raval - Junior
4. Mr. Pranav Mewada - HR Head
During the year under review:
The Company has complied with all the provisions of the Maternity Benefit Act, 1961.
In the 23rd Annual General Meeting (AGM) held on 30th September, 2024 M/s. Ashok Rajpara and Co., Chartered Accountants (ICAI Firm No. 153195W) were appointed as Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the Annual General Meeting of the Company in the year 2029. The Company has received letter from M/s. Ashok Rajpara and Co., Chartered Accountants, to the effect that their appointments, if made would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.
The Auditors' Report for the financial year ended on March 31, 2026 have been provided in "Financial Statements" forming part of this Annual Report.
The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments.
In terms of Section 138 of the Companies Act, 2013, M/s. C. P. Shah & Associates (FRN: 126811W) has been appointed on 30th May, 2026 as the internal auditor of the company for the Financial Year 2025-26 and continues until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee.
Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. G R Shah & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2026. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2026 is attached as Annexure II to the Directors' Report and forming part of this Annual Report.
The report of the Secretarial Auditor has not made any adverse remarks in their Audit Report except:
a) The Company has received a discrepancy from the stock exchange regarding applicability of the Regulation 23 provisions of SEBI (LODR), Regulations, 2015 (LODR) to a listed entity which has listed its specified securities on the SME Exchange.
Reply: We have already given declaration with respect to the non-applicability provision of Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except Reg 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, receiving this from exchange, we had further submitted the declaration on non-applicability on 08th August, 2025.
b) The Company has received a transaction alert from BSE in respect of the purchase of 9,000 equity shares of Riddhi Steel and Tube Limited on 09th July, 2025.
Reply: The Company has duly responded to the transaction alert received from BSE in respect of the purchase of 9,000 equity shares of Riddhi Steel and Tube Limited on 09th July, 2025. The requisite clarification along with the supporting documents was submitted to BSE vide letter dated 21st August, 2025.
During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.
The Company has devised proper systems to ensure compliance with Secretarial standards and its provisions and is in compliance with the same.
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-7 for the financial year 2025-26 will be available on the website of the Company ( www.riddihubes.com ). The due date for filing annual return for the financial year 2025-26 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company ( www.riddihubes.com ) as is required in terms of Section 92(3) of the Companies Act, 2013.
Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V except Regulation 23 shall not apply to the listed entity which has listed its specified securities on the SME Exchange.
Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board.
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure I.
During the year under review, Company is covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is mandatory to comply with the same.
The Company has spent the amount on CSR Activities for the financial year 2025-26 as per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within time prescribed under Section 135 of the Companies Act, 2013. CSR Report is separately attached herewith as Annexure V.
As per the provisions of section 135(9) of the Companies Act, 2013, the requirement to make spends on account of CSR obligations for the Financial Year 2025-26 is less than Rs. 50 Lakhs, therefore the need to constitute the CSR Committee is not applicable and the functions of such committee shall be discharged by the Board of Directors of the Company.
The Company has not advanced any loan, made any investment and provided security or guarantee under Section 186 of the Companies Act, 2013 during the year under review.
The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the year were Rs. 1,054.35/- (in Lakhs) and at the close of year was Rs. 1,155.58/- (in Lakhs).
The Funds has been given out of Directors own Funds and is not being given out of funds acquired by borrowing from others.
All Related Party Transactions that were entered during the financial year ended on 31st March, 2026 were on an arm's length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act. There were no Related Party Transactions made by the Company during the year that required shareholders' approval.
The Company has entered into related party transactions which fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure III of this Director Report for the F.Y 2025-26.
Details of other related party transactions have been included in Note 21.5 of Significant Account Policies to the audited financial statements. The Policy on the Related Party Transactions is available on the Company's website at www.riddhtubes.com .
The Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairperson of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the Company undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:
2. The percentage increase in the median remuneration of employees in the financial year: 79.07%
3. The number of permanent employees on the rolls of Company: 24
4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average percentage increase in the salary of employees other than the managerial personnel in the last financial year is 14.56%. Managerial remuneration increased by 53.23% due to their individual performance, internal parity and market competitiveness.
5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.
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 not applicable to the Company.
As required by the provisions of Section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy, Technology Absorption, Foreign exchange earnings is attached with Annexure IV.
During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company's operations in future.
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report is to be given only by top 1000 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2026.
In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records. Cost records are made and maintained by the Company as required under Section 148(1) of the Act.
The Demat activation number allotted to the Company is ISIN INE367U01013. The company is holding its shares in dematerialized form only.
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.
We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.
PLACE: AHMEDABAD DATE: 07.09.2026
By Order of the Board For, RIDDHI STEEL AND TUBE LIMITED
Sd/-
Rajeshkumar R Mittal Managing Director DIN: 00878934
Preeti Rajeshkumar Mittal Director & CFO DIN: 01594555
Registered Office: 83/84, Village - Kamod, Piplaj Pirana Road, Post - Aslali, Ahmedabad 382427 Tel: (079)- 29700922 Website: www.riddhitubes.com CIN: L27106GJ2001PLC039978
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