Sambhv Steel Tubes Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

The Board of Directors (''Board'') of Sambhv Steel Tubes Limited (''Sambhv Steel'' or the ''Company'') take pleasure in presenting the 09^th
(Ninth) Annual Report on the business and operations of the Company, together with the Audited Standalone and Consolidated
Financial Statements for the Financial Year ended March 31,2026.

1. FINANCIAL PERFORMANCE :

The key highlights of Standalone and Consolidated financial performance of your company for the Financial Year 2025-26, as
compared with the previous year are summarized below:

2. DIVIDEND:

i. Dividend Distribution Policy

In terms of Regulation 43A of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Board of
the company has formulated and adopted the dividend
distribution policy (the "Policy").

The Policy is available on website of company at https://
www.sambhv.com/uploads/pdf/investors/corporate-
governance/policies/Globe-Dividend-Distribution-Policy.
pdf

ii. Dividend

In view of the Company''s ongoing expansion plans and the
requirement to conserve resources for funding its growth
initiatives and business operations, the Board has not
recommended any dividend on the equity shares of the
Company for the Financial Year ended March 31, 2026.

3. TRANSFER TO RESERVE :

The Board has decided to retain the entire amount of profit
for the FY2025-26 in the statement of profit and loss.

4. OPERATIONS & PERFORMANCE OVERVIEW :

Sambhv Steel Tubes Limited''s integrated manufacturing
platform is supported by disciplined investments, increasing
value-addition and operational excellence. Rather than
pursuing growth through capacity additions alone, the
Company strengthened its manufacturing ecosystem to
enhance productivity, improve product quality and enhance
sustainable shareholder value.

In FY 2025-26, Sambhv completed its first full financial year
as a listed company. Alongside strengthening its capital
structure through the successful IPO, the Company delivered
its strongest financial performance to date.

As a backward integrated player, Sambhv created a new
segment in the Industry and continued it''s high growth by
expanding the production capacities of existing products
and also diversifying the product portfolio in the last
financial year.

FY2025-26 was the strongest financial year in Sambhv
Steel Tubes Limited''s history, marked by record revenues,
profitability and operating performance. While the Indian
economy expanded by a robust 7.7% during the year and the
domestic steel sector continued to record healthy growth,
Sambhv significantly outperformed both benchmarks.
Revenue from operations increased by 59.67% to H24,132.43
million, Operating EBITDA grew by 78.68% to H2,762.99 million
and Profit After Tax surged by 146.83% to H1,432.68 million.
The Company''s performance reflected not only favourable
market conditions but also the successful execution of its
value-added, backward-integrated growth strategy.

Robust revenue growth during FY2025-26 was driven
by a combination of capacity expansion, an improving
product portfolio and stronger market demand. The
successful commercial ramp-up of the Company''s newly
commissioned stainless steel and pre-galvanized facilities at
Kuthrel significantly expanded its addressable market while
increasing the availability of higher-value added products.
Importantly, the increasing contribution of value-added
products enhanced blended realisations, enabling revenue
growth to outpace volume growth.

5. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

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

6. DEMATERIALISATION OF SHARES:

The breakup of the Equity Shares held in dematerialized and
physical form as on March 31,2026 is as follows:

The Company ISIN No. is INE12NJ01018, and Registrar and
Share Transfer Agent is KFin Technologies Limited.

7. DEPOSITS FROM PUBLIC:

The Company has neither invited nor accepted or renewed
any amount falling within the purview of provisions of
Section 73 of the Companies Act 2013 ("the Act") read with
the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review. Hence, the requirement for furnishing
of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance
with the Chapter V of the Act is not applicable. The Company
has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from
public, was outstanding or unpaid as on the date of the
balance sheet.

8. MATERIAL CHANGES AND COMMITMENT, IF
ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY THAT OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE
OF THE REPORT:

There have been material changes and commitments, which
affect the financial position of the Company during the year
under review as provided below:

¦ The board of directors of your company has approved
Capex investment of H2,000.00 Million for the expansion
of Pipe Mill via DFT route for adding production capacity
of 150,000 Metric Tons Per Annum (MTPA) at Sarora
existing unit and setting up of an additional round
the clock 30 Megawatt Captive Power Plant; at Village-
Sarora Unit-III, Tehsil-Tilda, Dist-Raipur, Chhattisgarh in
the meeting held on May 09, 2026.

9. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES
AND LISTING ON STOCK EXCHANGES:

During the year under review, the Company achieved a
significant milestone with the listing of its equity shares on
the National Stock Exchange of India Limited ("NSE") and
BSE Limited ("BSE"). The Company successfully concluded
its Initial Public Offering ("IPO") aggregating to H5,400.00
Million, comprising a fresh issue of equity shares aggregating
up to H4,400.00 Million and an Offer for Sale aggregating up
to H1,000.00 Million.

The equity shares of the Company were listed and admitted
to dealings on NSE and BSE with effect from July 02, 2025.
The successful completion of the IPO and subsequent listing
has strengthened the Company''s capital base, enhanced its
visibility among investors and stakeholders, and provided a
strong platform for pursuing future growth opportunities.

The proceeds from the fresh issue are being utilised towards
pre-payment and/or scheduled repayment of certain
outstanding borrowings of the Company and for general
corporate purposes, in accordance with the objects of the
issue set out in the Prospectus.

In compliance with the provisions of the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018,
CARE Ratings Limited has been appointed as the Monitoring
Agency to monitor the utilisation of the IPO proceeds.

Details of the Stock Exchanges where the equity shares
of the Company are listed are as under:

10. CHANGE IN SHARE CAPITAL:

Authorised Capital:

During the year under review, there is no change in the
Authorised Share Capital of the Company. As on March 31,
2026 the authorised capital of the Company stood at H10,000
Million divided into 1,000,000,000 equity shares of Face Value
of H10/- each.

Paid-up Capital:

As at March 31, 2026, the issued, subscribed and paid-up
share capital of the Company is H2,946.71 Million (Rupees

Two Thousand Nine Hundred Forty Six Million and Seventy-
One Thousand Only), comprising 294,671,429 equity shares
of H10/- each.

During the year, the Company has raised funds aggregating
to H5,400.00 Million through an Initial Public Offering (IPO)
of its equity shares by allotting 65,864,549 equity shares,
comprising an offer for sale of 12,195,120 equity shares
and a fresh issue of 53,669,429 equity shares out of which
53,446,115 were issued at an offer price of H82/- per equity
share to all the allottees and 223,314 equity shares were
issued at an offer price of H78/- per equity share, after a
discount of H4/- per equity share to eligible employees.

Consequently, the paid-up share capital of the Company
increased from H2,410.02 Million comprising 241,002,000
equity shares of H10/- each to H2,946.71 Million comprising
294,671,429 equity shares of H10/- each.

11. WEB LINK OF ANNUAL RETURN:

The Company is having website i.e. www.sambhv.com and
annual return of Company has been published on such
website. Link of the same is given below: https://www.
sambhv.com/financial-performance.php

12. SUBSIDIARY COMPANIES, JOINT VENTURES AND
ASSOCIATES

Change in Status and Name of Wholly-Owned
Subsidiary

As at March 31, 2026, the Company had one wholly-
owned subsidiary, namely Sambhv Tubes Private Limited.
Subsequent to the close of the financial year, the said
subsidiary was converted from a private limited company
into a public limited company and its name was changed
to Sambhv Tubes Limited with effect from April 16, 2026.
The conversion has resulted in addition of five nominee
shareholders to ensure compliance with the minimum
member requirement prescribed under the Companies
Act, 2013 in the shareholding pattern of the subsidiary,
which continues to remain a wholly-owned subsidiary of
the Company.

Divestment of Investment in CleanMax Opia
Private Limited

The Company had entered into a Share Purchase Agreement
("SPA") dated October 21,2024, with CleanMax Enviro Energy
Solutions Private Limited in connection with its investment
in CleanMax Opia Private Limited ("CMOPL").

During the year under review, the Board approved the
termination of the aforesaid SPA due to the inability of
CMOPL to acquire the requisite land and obtain Stage II
connectivity approval, in accordance with Clause 3 of the
Energy Supply Agreement dated September 20, 2024,
entered into between the Company and CMOPL.

Consequently, the Company has executed a Share Purchase
Agreement with CleanMax Enviro Energy Solutions Private
Limited for the sale of its entire shareholding comprising
2,600 equity shares held in CMOPL dated May 27, 2025.
Consequent to the completion of the transaction and transfer

of shares, CMOPL ceased to be an associate company of the
Company with effect from May 30, 2025.

The divestment is in line with the Company''s objective of
optimizing its investment portfolio and focusing resources on
its core business operations and strategic growth initiatives.

A report on the performance and financial position of the
Subsidiary as well as the Associate Company in form AOC-1 is
annexed hereto as Annexure ''A'' and forms part of this report.

In accordance with the provisions of Section 136 of the
Companies Act, 2013, the audited financial statements and
related information of the subsidiaries, where applicable, will
be available for inspection during regular business hours at
the company''s Registered office at Office No. 501 to 511,
Harshit Corporate, Amanaka, Raipur 492001, Chhattisgarh
and the same are also available at our website i.e. www.
sambhv.com

13. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest
standards of Corporate Governance and has complied
with the requirements prescribed under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
as amended. The Company believes that good corporate
governance promotes transparency, accountability, ethical
business conduct, and long-term stakeholder value.

Pursuant to the SEBI Listing Regulations, the Report on
Corporate Governance forms an integral part of this Board''s
Report and is annexed as Annexure ''B''.

The certificate issued by the Secretarial Auditor of the
Company confirming compliance with the conditions of
Corporate Governance, as stipulated under the SEBI Listing
Regulations, forms part of the said Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Management Discussion and Analysis Report (MD&A) for
the year under review, in compliance with Regulation 34 (3)
read with Para B of Schedule V of SEBI Listing Regulations is
presented in a separate section, forming an integral part of
this annual report.

15. DIRECTORS:

The Board of the Company comprises of Ten (10) Directors
with an optimum combination of Executive and Non¬
Executive Independent Directors including one Independent
Women Director and four other Independent Directors as on
the date of this report. The details of Board and Committee
composition, tenure of directors, number of meetings and
other details are provided in the Corporate Governance
Report, which forms an integral part of this Annual Report.

A. Appointment/Re-appointment

i. Executive Directors:

During the year under review, based on the
recommendation of the Nomination and Remuneration
Committee and the Board of Directors, Mr. Saurabh
Patil (DIN: 11265825) was appointed as an Additional

Director (Executive) of the Company with effect from
August 30, 2025. Subsequently, his appointment as an
Executive Director of the Company was approved by
the shareholders at the Annual General Meeting held
on September 29, 2025. Mr. Saurabh Patil is liable to
retire by rotation in accordance with the provisions of
the Companies Act, 2013 and the Articles of Association
of the Company.

Based on the recommendation of the Nomination
and Remuneration Committee and the approval of
the Board of Directors, Mr. Suresh Kumar Goyal (DIN:
00318141) was re-designated and appointed as the
Chairman and Managing Director of the Company
with effect from May 09, 2026, till the end of his current
term, i.e., May 31,2029. Subsequently, his re-designation
and appointment as Chairman and Managing Director
of the Company were approved by the shareholders
through Postal Ballot which was concluded on July 10,
2026. All other terms and conditions of his appointment,
including remuneration, remain unchanged.

Mr. Suresh Kumar Goyal is liable to retire by rotation in
accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company.

Further, based on the recommendation of the
Nomination and Remuneration Committee and the
Board of Directors, Mr. Bikash Agrawal (DIN: 09231728)
was appointed as an Additional Director (Executive)
of the Company with effect from May 09, 2026.
Subsequently, his appointment as an Executive Director
and Chief Strategy Officer of the Company was approved
by the shareholders through Postal Ballot which was
concluded on July 10, 2026. Mr. Bikash Agrawal is liable
to retire by rotation in accordance with the provisions of
the Companies Act, 2013 and the Articles of Association
of the Company.

Furthermore, all the directors have confirmed that they
are not disqualified from being appointed as Directors,
in terms of section 164 of the Companies Act, 2013.

ii. Non-Executive Independent Directors:

In compliance with the provisions of Regulation
17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies
Act, 2013, the Board of the Company is duly constituted
with an optimum combination of Executive, Non¬
Executive and Independent Directors. As on March
31, 2026, the composition of the Board was in
conformity with the applicable statutory and regulatory
requirements, including those relating to the proportion
of Independent Directors.

¦ Mr. Sarbesh Kumar Das (DIN: 03613327), has been
appointed as a Non-Executive Independent Director of
the Company at the Annual General Meeting held on
September 29, 2025 for a period of four years.

¦ Mr. Sharad Chandak (DIN: 11100096), has been
appointed as a Non-Executive Independent Director of
the Company through Postal Ballot which concluded
on March 21, 2026 for a period of five years.

All Independent Directors of the company have provided
requisite declaration in terms of Section 149(7) of the
Companies Act, 2013, that they meet the criteria of
Independence as laid down under Section 149(6) of the
Companies Act 2013 and rules made thereunder. In the
opinion of Board of Directors, the Independent Directors
have relevant proficiency, expertise and experience.

Further, all the directors have confirmed that they are not
disqualified from being appointed as Directors in terms of
section 164 of the Companies Act, 2013.

B. Re-appointment of Director retiring
by rotation

In terms of the provisions of Section 152 of the
Companies Act, 2013, Mr. Suresh Kumar Goyal (DIN:
00318141), Chairman and Managing Director of the
Company, retires by rotation at the ensuing Annual
General Meeting and, being eligible, offers himself for
re-appointment.

The necessary resolution for his re-appointment
forms part of the Notice convening the ensuing
Annual General Meeting. The profile and particulars of
experience, attributes and skills that qualify Mr. Suresh
Kumar Goyal for Board membership are disclosed in the
said Notice.

16. INDEPENDENT DIRECTORS'' DECLARATION

The Company has received the necessary declaration from
each Independent Director in accordance with Section
149(7) of the Companies Act, 2013 read with Regulation
25(8) of the SEBI Listing Regulations, that he/she meets the
criteria of independence as laid out in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI
Listing Regulations. In the opinion of the Board, there has
been no change in the circumstances which may affect their
status as Independent Directors of the Company and the
Board is satisfied of the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the
Companies Act, 2013 and applicable rules thereunder) of
all Independent Directors on the Board. Further, in terms of
Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs.

17. KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, the
Key Managerial Personnel of the Company as on March
31, 2026 were Mr. Vikas Kumar Goyal, Managing Director
& Chief Executive Officer, Ms. Anu Garg, Chief Financial
Officer and Mr. Niraj Shrivastava, Company Secretary and
Compliance Officer.

Further, Mr. Suresh Kumar Goyal (DIN: 00318141) was re¬
designated and appointed as the Chairman and Managing
Director of the Company with effect from May 09, 2026.
Consequently, he is designated as a Key Managerial Personnel
of the Company pursuant to the provisions of Section 2(51)

of the Companies Act, 2013 read with Regulation 2(1)(o) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

18. MEETINGS OF BOARD AND COMMITTEES OF THE
BOARD:

The Board met twelve (12) times during the year under
review. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013
and the SEBI Listing Regulations.

The Committees of the Board met as and when required to
discharge their respective roles and responsibilities. Details
of the composition of the Board and its Committees, the
number of meetings held during the year under review and
the attendance of the Directors thereat are provided in the
Corporate Governance Report, which forms an integral part
of this Annual Report.

19. COMMITTEE MEETINGS:

During the year under review, the Board has 07 (Seven)
Committees viz:

1) Audit Committee,

2) Nomination & Remuneration Committee,

3) Stakeholder Relationship Committee,

4) Corporate Social Responsibility Committee

5) Risk Management Committee,

6) Finance Committee and

7) IPO Committee.

Details about the Committees, Committee Meetings and
attendance of its Members are given in the Corporate
Governance Report, which forms an integral part of this
Annual Report.

20. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the
Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company has adopted a Nomination and Remuneration
Policy. The Policy lays down the criteria for appointment,
qualifications, positive attributes, independence of Directors,
and the identification of persons qualified to be appointed as
Directors, Key Managerial Personnel and Senior Management
Personnel. It also provides the framework for remuneration
of Directors, Key Managerial Personnel, Senior Management
Personnel and other employees of the Company.

The Nomination and Remuneration Policy is available on the
Company''s website at https://www.sambhv.com/uploads/
pdf/investors/corporate-governance/policies/Globe-
Nomination-Remuneration-Policy-1.pdf. .

21. PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the annual
performance evaluation of the Board, its Committees, the

Chairman, Individual Directors, and Independent Directors
for the financial year under review.

The evaluation was conducted through a structured
questionnaire covering various aspects, including the
composition and effectiveness of the Board and its
Committees, governance practices, strategic oversight, risk
management, stakeholder value creation, Board processes,
and the contribution, participation, knowledge, leadership,
independence, and overall effectiveness of the Directors
and the Chairman. The evaluation framework is reviewed
periodically to ensure alignment with the applicable
regulatory requirements and evolving governance practices.

The performance evaluation was carried out in accordance
with the criteria approved by the Nomination and
Remuneration Committee. The details of the evaluation
process are provided in the Corporate Governance Report
forming part of this Annual Report.

The above said Policy is available on the Company''s website,
which can be accessed at https://www.sambhv.com/
uploads/pdf/investors/corporate-governance/policies/
Globe-Policy-for-Evaluation-of-Board-of-Directors.pdf.

22. FAMILIARISATION PROGRAMME FOR DIRECTORS

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has adopted a Familiarization Programme for its
Independent Directors to enable them to understand the
Company''s business, industry, operations, business model,
regulatory environment, roles, rights and responsibilities.

At the time of appointment, Independent Directors are
provided with relevant documents, including their letter
of appointment, the Company''s constitutional documents,
annual reports and key policies. They are also familiarized
with the Company''s organizational structure, business
operations, internal control systems and risk management
framework through interactions with senior management
and presentations at Board and Committee meetings.

The details of the Familiarization Programme imparted
to Independent Directors are available on the website of
the Company and the web link thereto forms part of the
Corporate Governance Report.

23. PARTICULARS OF EMPLOYEES REMUNERATION:

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (''Rules'')
are annexed to this report as Annexure ''C''.

Pursuant to the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the names
and other particulars of employees drawing remuneration
in excess of the prescribed limits forms part of this
Board''s Report.

In terms of Section 136 of the Companies Act, 2013, the
Annual Report is being sent to the Members excluding the
aforesaid statement and the same will be made available
for inspection by the Members upon request. Any Member
interested in obtaining a copy of the statement may write to
the Company Secretary of the Company.

The aforesaid statement is also available for inspection at
the registered office of the Company during business hours
on all working days up to the date of the ensuing annual
general meeting.

24. AUDITORS:

(A) Statutory Auditors & their Statutory Auditor Report:

Pursuant to the provisions of the Section 139 of the
Companies Act, 2013, read with Companies (Audit and
Auditors) Rules, 2014 M/s. S.S. Kothari Mehta & Co. LLP,
Chartered Accountants, (Firm Registration No.: 000756N/
N500441), New Delhi, were appointed as Statutory Auditors
of the Company in the 07^th Annual General Meeting held on
September 18, 2024 to hold office from the conclusion of the
said Annual General meeting until the conclusion of the 12^th
Annual General Meeting of the Company to be held for the
financial year ending on March 31,2029.

The report of the Statutory Auditor forms part of this
Integrated Report. The said report does not contain any
qualification, reservation, adverse remark or disclaimer.

(B) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Account)
Rule 2014, M/s Agrawal Jain & Co, Chartered Accountants,
Raipur (Firm Registration No: 012935C), were appointed as
an Internal Auditors of the Company for the financial year

2025- 2026 in the Board Meeting held on June 28, 2025.
Further, the Board has re-appointed M/s Agrawal Jain & Co.,
Chartered Accountants (Firm Registration No. 012935C), as
an Internal Auditors of the Company for the financial year

2026- 27 in the Board Meeting held on May 09, 2026. M/s
Agrawal Jain & Co., have confirmed their willingness to be
re-appointed as an Internal Auditors of the Company and are
submitting their reports on quarterly basis.

(C) Cost Auditor & their Cost Auditor Report:

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, M/s AS Rao & Co., Cost Accountants,
Hyderabad (Firm Registration No. 000326), was appointed
as the Cost Auditors of the Company for the Financial Year
2025-26, by the Board on August 30, 2025, to conduct the
audit of the cost record of the company.

Further, The Board based on the recommendation of
Audit Committee has re-appointed M/s AS Rao & Co., Cost
Accountants, Hyderabad (Firm Registration No. 000326) as
the Cost Auditors of the Company for conducting the cost
audit for the FY 2026-27 in the Board Meeting held on May
09, 2026. The necessary consent letter and certificate of
eligibility was received from the cost auditors confirming

their eligibility to be reappointed as the Cost Auditors of
the Company.

Further, a resolution seeking Members'' approval for ratifying
the remuneration payable to the Cost Auditors for the
FY 2026-27 has been included in the notice convening 09^th
Annual General Meeting for their ratification.

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.

(D) Secretarial Auditors & their Report:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 ("the Act") read with the Rules made thereunder
and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended,
M/s. Agrawal & Agrawal, Practicing Company Secretaries,
Raipur (Firm Registration No. P2005CG001100), were
appointed as the Secretarial Auditors of the Company at the
08^th Annual General Meeting held on September 29, 2025,
for a term of five (5) consecutive years commencing from
the financial year 2025-26 and ending with the financial year
2029-30.

In terms of Section 204 of the Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, a Secretarial Audit Report given by
the Secretarial Auditors in Form No. MR-3 is annexed as
Annexure ''D'' to this Annual Report. The Secretarial Audit
Report does not contain any qualification, reservation,
adverse remark or disclaimer.

25. REPORTING OF FRAUD:

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors, have not reported any
instances of fraud committed in Company by its officers,
employees to the Audit Committee under section 143(12)
of Companies Act, 2013 read with Rule 13(3) of Companies
(Audit and Auditors) Rules, 2014, details of which need to be
mentioned in the Board''s report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with the provisions of Section 135 and
Schedule VII of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended, the Company has constituted Corporate
Social Responsibility (CSR) Committee. The details of
Committee composition, number of meetings and other
details are provided in the Corporate Governance Report
which forms an integral part of this Annual Report.

During the year under review, the Company has spent a total
sum of H19.95 million on the CSR activities as approved by
the CSR Committee.

Brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities
during the year as per Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed herewith as
Annexure ''E'' as part of this Annual Report.

The above said Policy is available on the Company''s website,
which can be accessed at https://www.sambhv.com/
uploads/pdf/investors/corporate-governance/policies/
sambhv-csr-policy.pdf.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In compliance with the provisions of Section 177 of the
Companies Act, 2013 read with Regulation 22 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Company has formulated a
comprehensive Whistle Blower Policy to deal with instance
of fraud and mismanagement, if any.

The Whistle Blower Policy aims to encourage directors,
employees and other stakeholders to report any instances of
unethical or improper activity, actual or suspected fraud or
violation of the Code of Conduct without fear of retaliation.
The policy also provides access to the Chairperson of the
Audit Committee under certain circumstances.

The policy may be accessed on the Company''s website
at: https://www.sambhv.com/uploads/pdf/investors/
corporate-governance/policies/Globe-Whistleblower-Policy.
pdf.

During the year under review, your Company has not
received any complaints under the vigil mechanism.

28. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy in
line with Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to identify and
evaluate business risks and opportunities. The Company
has a system in place for identification of elements of risk
which are associated with the accomplishment of the
objectives, operations, development, revenue, regulations
and appropriate measures are taken, wherever required, to
mitigate such risks beforehand.

The above said Policy is available on the Company''s website,
which can be accessed at https://www.sambhv.com/
uploads/pdf/investors/corporate-governance/policies/
Globe-Risk-Management-Policies-and-Procedure.pdf.

The development and implementation of Risk Management
Policy has been covered in Management Discussion &
Analysis Report, which forms part of Annual Report.

29. CODE OF CONDUCT:

In compliance with Regulation 17(5) of Listing Regulations,
the Company has a comprehensive Code of Conduct (''the
Code'') in place applicable to all the Senior Management
Personnel and Directors including Independent Directors
to such extent as may be applicable to them depending on
their roles and responsibilities. The Code provides guidance
on ethical conduct of business and compliance of law.

The Code is available on the Company''s website, which can
be accessed at https://www.sambhv.com/uploads/pdf/
investors/corporate-governance/policies/Globe-Code-of-
Conduct-of-Board-Members-KMP-SMP.pdf.

30. PREVENTION OF INSIDER TRADING AND CODE OF
FAIR DISCLOSURE:

In compliance with the provisions of SEBI (PIT) Regulations,
2015, the Board has formulated a Code of Conduct to
regulate, monitor, and report trading by Insiders. This code
outlines the guidelines and procedures to be followed,
and the disclosures required by insiders when dealing
with Company shares, while also warning them of the
consequences of non-compliance.

The Code is available on the Company''s website, which
can be accessed at https://www.sambhv.com/uploads/
pdf/investors/corporate-governance/policies/Code-of-
Conduct-for-Trading-by-Designated-Persons.pdf.

31. INTERNAL CONTROL SYSTEM:

The Company has established robust internal control
systems to ensure operational efficiency, reliability of
financial reporting, and compliance with applicable laws and
regulations. These systems include well-defined policies and
procedures that facilitate the timely availability of accurate
information, thereby enabling proactive risk management.
Regular internal audits and reviews are conducted to
assess the effectiveness of these controls, ensuring that any
deviations are promptly addressed.

The Audit Committee and Board of the Company oversees
the internal control framework, ensuring its adequacy and
alignment with the organisation''s strategic objectives,
thereby fostering a disciplined and constructive control
environment across all levels of the organisation.

32. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT 2013:

The Particulars of Loans, Guarantees and Investments have
been disclosed in the Note No.38 in Financial Statement.

33. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not
borrowed an unsecured loan from any of the Directors of
the Company.

34. RELATED PARTY TRANSACTIONS:

In compliance with the provisions of Companies Act, 2013
and of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has formulated a policy on
Related Party Transactions and the same is available on
company''s website at www.sambhv.com

In compliance with the requirements of the Listing
Regulations, the Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transaction
as approved by the Board may be accessed on the
Company''s website https://www.sambhv.com/uploads/pdf/
investors/corporate-governance/policies/Globe-Policy-on-
Materiality-of-Related-Party-Transactions.pdf.

During the FY 2025-26, all related party transactions
entered into by company were at arm''s length transactions
and approved/ratified by the Audit Committee. Omnibus
approval have been obtained from the Audit Committee in

respect of transactions which were repetitive in nature and
in ordinary course of business.

All Related Party Transactions that entered into by your
Company during the Financial Year 2025-26, were on an arm''s
length basis and were in the ordinary course of business.

There were no contracts or arrangements entered into
with related parties referred to in Section 188(1) of the Act
during FY 2025-26. Accordingly, disclosure in Form AOC-2
is not required to be enclosed with Directors Report under
Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014. There were no
materially significant Related Party Transactions entered into
by the Company with any related parties that may have a
potential conflict with the interest of the Company.

In terms of IND AS - 24, details of related party transactions
entered into by the company have been disclosed in
the notes to the standalone and consolidated financial
statements forming part of this report.

35. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option
Scheme/ Plan.

36. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The company has zero tolerance towards sexual harassment
of woman at its workplace. The Company has adopted a
policy for prevention of sexual harassment at the workplace,
in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"). An Internal Complaints Committee
("ICC") has been duly constituted as per the provisions of the
POSH Act to redress complaints regarding sexual harassment
at the workplace.

During the financial year under review, the Company has
complied with all the provisions of the POSH Act and the
rules framed thereunder Further details are as follow-

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961:

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company
is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women
employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made
in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.

38. HUMAN RESOURCE:

The Company considers its Human Resources as the key to
achieve its objectives. Keeping this in view, the Company
takes utmost care to attract and retain quality employees.
The employees are sufficiently empowered and such work
environment propels them to achieve higher levels of
performance. The unflinching commitment of employees is
the driving force behind the Company''s vision. Our Company
appreciates the spirit of its dedicated employees.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND ANNUAL GENERAL MEETINGS:

During the period under review, the Company has duly
complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries
of India.

40. SIGNIFICANT & MATERIAL ORDER PASSED BY THE
REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material order passed by the
Regulator, Court or Tribunal impacting the going concern
status and company''s operation in future. However, members''
attention is drawn to the contingent liabilities, commitments
given in the notes forming part of the financial statement
annexed to this report.

41. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS &
OUTGO:

In terms of provisions of section 134(3)(m) of the Companies
Act, 2013, details on energy conservation, technology
absorption and foreign exchange earnings & outgo are
annexed to this report Annexure ''F''.

42. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of The
Companies Act, 2013 the Board to the best of their
knowledge and ability confirm that-

A. In the preparation of the Annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures if any;

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 ended March 31, 2026
and of the Profit of the Company for that period;

C. The directors 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 on a
going concern basis.

E. The directors had laid down internal financial controls
to be followed by the company and that such
internal financial controls are adequate and were
operating effectively.

F. The directors had devised proper internal systems to
ensure compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

43. PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:

During the year under review, no application have been
made under the Insolvency and Bankruptcy Code, 2016,
therefore there are no details of application or proceedings
pending to disclose under the Insolvency and Bankruptcy
Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

The requirement to disclose the details of difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the
reasons thereof is Not Applicable.

Other Disclosures:

Your directors state that disclosure or reporting is not
required in respect of the following items as there were
no transactions relating to these items during the year
under review:

- Issue of equity shares with differential rights as to
dividend, voting or otherwise.

- The Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Section 54(1 )(d) of the Act read
with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

- 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 Act).

- No amounts were required to be transferred to
the Investor Education and Protection Fund by
the Company.

45. ACKNOWLEDGEMENTS :

The Board of Directors places on record its sincere gratitude
to all stakeholders for their continued trust, support, and
cooperation. The Board also acknowledges the valuable
support extended by the regulatory authorities of the
Central and State Governments in fostering a conducive
environment for industrial and commercial growth.

The Company''s improved performance during the year is
attributable to the continuous enhancement of business
processes, operational efficiencies, and prudent utilization of
resources, which have collectively contributed to sustainable
and profitable growth.

The Directors also express their heartfelt appreciation to the
Company''s employees for their dedication, commitment,
and relentless efforts. The Board further extends its gratitude
to all stakeholders, including shareholders, customers,
clients, vendors, business associates, banks and financial
institutions, the Securities and Exchange Board of India
(SEBI), BSE Limited, National Stock Exchange of India Limited,
government authorities, and all other business partners
for their continued confidence, cooperation, and support,
which have been instrumental in the Company''s sustained
growth and success.

For and on behalf of the Board of Directors of
Sambhv Steel Tubes Limited

Sd/- Sd/-

Suresh Kumar Goyal Vikas Kumar Goyal

Place: Raipur (Chairman & Managing Director) (Managing Director & CEO)

Date: August 03, 2026 DIN: 00318141 DIN: 00318182

Your Directors have pleasure in presenting their 8^th Annual Report of Sambhv Steel Tubes Limited on business and operation of your
company along with the audited Consolidated and Standalone Financial Statements for the Financial Year ended March 31,2025.

1. FINANCIAL PERFORMANCE :

The Audited Financial Statements of your Company as on March 31,2025, are prepared in accordance with the relevant applicable
Indian Accounting Standards ("IND AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The key highlights of Standalone and Consolidated financial performance for the year ended March 31,2025, as compared with the
previous year is summarized below:

Note: All Figures are in millions except Earnings Per Share.

There were no subsidiary and associate companies for the Financial Year 2023-24

2. DIVIDEND:

i. Dividend Distribution Policy

In terms of Regulation 43A of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the board of
directors of the company has formulated and adopted the
dividend distribution policy (the "Policy"). The copy of Policy
is available on website of company at https://sambhv.com/
corporate-governance/

ii. Dividend

In the view of the requirements of own funds for expansion
of business of the company, the directors of the company
does not recommended dividend for the Financial Year
Ended on March 31, 2025.

3. TRANSFER TO RESERVE :

No amount is proposed to be transferred to the reserves
during the year under review.

4. OPERATIONS & PERFORMANCE OVERVIEW :

India''s manufacturing economy has experienced significant
growth, with the steel industry serving as a cornerstone
due to its critical role in infrastructure, automotive, and
construction sectors. As one of the world''s top steel
producers, India benefits from abundant raw materials like
iron ore and a robust domestic demand driven by rapid
urbanization and government initiatives like "Make in India.

India''s steel sector stands at a pivotal juncture backed
by strong domestic demand, rising production, strategic

investments, and a drive towards sustainability. As the nation
continues to invest in infrastructure and push forward with
industrialisation, steel will remain a cornerstone of India''s
economic transformation.

India, one of the fastest-growing markets, reached a steel
pipe consumption of 13.56 million tons in 2024. According
to IMARC Group, this is expected to grow to 27.76 million
tons by 2033, at a CAGR of 7.65% during 2025-2033.
Growth is being driven by rapid infrastructure development,
expanding oil and gas projects, rising exports, government
initiatives, and increasing demand for both seamless and
welded pipes.

Sambhv Steel Tubes Limited is a leading domestic
manufacturer of electric resistance welded ("ERW") steel
pipes and structural tubes (hollow sections) and stainless
steel coils, operating two strategically located, backward-
integrated facilities in Raipur, Chhattisgarh.

As a backward integrated player, Sambhv created a new
segment in the Industry and continued it''s high growth by
expanding the production capacities of existing products
and also diversifying the product portfolio in the last
financial year.

In Fiscal 2025, the company expanded its portfolio by
commencing production of galvanized (GP) coils, pre¬
galvanized (GP) pipes, and stainless steel HRAP and CR coils
using captively produced stainless-steel blooms/slabs.

The revenue from operations saw a 17.5% increase
compared to the previous financial year reflecting healthy
volume growth. EBITDA for FY 25 stood at H1546.31 million,
marginally lower than H1598.72 million in the last fiscal
year and net profit was H580.44 million, against H824.39
million the previous year. Operating cash flow for FY 25
stood at H1273.79 million, against H1424.28 million in the
previous year.

On a per-tonne basis, EBITDA dropped to H5,321 from H7,161,
mainly due to weaker price realization in steel pipes and
tubes during Q2 and Q3. This pressure was largely driven by
increased HR coil imports, which squeezed margins despite
higher sales volumes.

Fueled by robust domestic demand, increasing production,
strategic investments, and a commitment to sustainability,
your Company is proactively fostering long-term customer
partnerships while expanding its network with new
collaborations. The Board of Directors is confident in the
Company''s promising outlook, anticipating enhanced
performance and revenue growth in the upcoming year.
They are optimistic that these initiatives will drive sustained
success and long-term growth for the Company.

5. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

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

6. DEMATERIALISATION OF SHARES:

The breakup of the Equity Shares held in dematerialized and
physical form as on March 31,2025 is as follows:

The Company ISIN No. is INE12NJ01018, and Registrar and
Share Transfer Agent is KFin Technologies Limited.

7. DEPOSITS FROM PUBLIC:

During the year under review, the Company has neither
accepted nor renewed any deposits pursuant to the
provisions of Section 73 and 76 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 including any modification, amendment and
re-enactment thereto for the time being in force from
the public.

8. MATERIAL CHANGES AND COMMITMENT:

There have been material changes and commitments, which
affect the financial position of the Company during the year
under review

Further following are the material changes happened during
the year under review:

? During the Year, the Company has converted from
Private Limited Company to Public Company at EOGM
held on April 24, 2024, in addition the Company has
made Alteration in the Memorandum of Association
and in Article of Association by changing the name of
the company from Sambhv Steel Tubes Private Limited
to Sambhv Steel Tubes Limited.

? During the Year, the Company has increased its
Authorised share capital from 2500 million to 10,000
million EOGM held on August 28, 2024. In addition
the Company has made Alteration in Clause 5 of
Memorandum of Association.

? During the Year, the Company has made Certain
Alteration in Article of Association to align it with the
SEBI Regulation at EOGM held on August 28, 2024.

? The Members of the Company in Pursuance to Section
23, 62(1)(C) and applicable Provision of Companies Act,
2013 has passed Special Resolution in the EOGM held
on September 12, 2024 to approve Initial Public Offer of
the Equity Shares of the Company.''

? During the year, the Company increased the installed
capacity of sponge iron to 280,000 MTPA, increased the
installed capacity of HR coil to 390,000 MTPA, allocated
the installed capacity of blooms/slabs for mild steel to

300,000 MTPA, increased the installed capacity of ERW
and GI pipes to 350,000 MTPA and increased installed
capacity of captive power plant to 25 MW.

? The Company further Commissioned production of GP
coils, GP pipes, SS HRAP coils, SS CR coils and stainless
steel blooms/slabs with installed capacity of 60,000
MTPA and stainless steel HR coil with installed capacity
of 60,000 MTPA

? The Company acquired 100% of the equity share
capital of Sambhv Tubes Private Limited, our Subsidiary
pursuant to share purchase agreement dated
September 13, 2024.

? The Company acquired 26% of the equity share capital of
Clean Max Opia Private Limited, our Associate pursuant
to energy supply and share purchase agreement dated
September 20, 2024.

9. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES
AND LISTING ON STOCK EXCHANGES:

The Company successfully launched its Initial Public
Offering (IPO), raising an aggregate amount of H5400 Million,
comprising a fresh issue of equity shares aggregating
up to H4400 Million and an offer for sale of equity shares
aggregating up to H1000 Million. The equity shares of the
Company have been listed on the National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE) on July 2, 2025,
and are currently traded on the said Exchanges under the
following codes:

? BSE Scrip Code: 544430

? NSE Scrip Symbol: SAMBHV

The proceeds from the IPO were utilised to meet various
objectives, including the pre-payment or scheduled
repayment of certain outstanding borrowings availed by the
Company and for general corporate purposes.

In pursuant to the SEBI Regulations, the company has
appointed CARE Ratings Limited as Monitoring Agency.

10. CHANGE IN SHARE CAPITAL:

Authorised Capital:

As on March 31, 2025 the authorised capital of the Company
stood at H10000 Million divided into 1,000,000,000 equity
shares of Face Value of H10/- each.

During the financial year, the company has increased its
authorised share capital from H2500 Million divided into
250,000,000 Equity Shares of Face Value of H10/- Each to
H10000 Million divided into 1,000,000,000 Equity Shares of
Face Value of H10/- each.

Paid-up Capital:

As on March 31, 2025, the paid up capital of the Company
is H2410.02 Million divided into 241,002,000 equity shares of
Face Value of H10/- each.

Further, the Company has raised funds aggregating to H5400
Million through an Initial Public Offering (IPO) of its equity
shares by allotting 65,864,549 equity shares, comprising an
offer for sale of 12,195,120 equity shares and a fresh issue
of 53,669,429 equity shares out of which 53,446,115 were
issued at an offer price of H82/- per equity share to all the
allottees and 223,314 equity shares were issued at an offer
price of H78/- per equity share, after a discount of H4/- per
equity share to eligible employees.

Consequently, as on date the paid-up share capital of the
Company increased from H2,410.02 Million, divided into
241,002,000 equity shares of H10/- each, to H2,946.71 Million,
divided into 294,671,429 equity shares of H10/- each.

11. CONVERSION INTO PUBLIC LIMITED COMPANY:

The Company has been converted into a "Public Company"
pursuant to the approval of the Members at the Extra
Ordinary General Meeting held on April 24, 2024, with effect
from the same date. Subsequently, the Company received
a fresh Certificate of Incorporation consequent upon
conversion from a Private Company to a Public Company,
issued by the Registrar of Companies on July 9, 2024.

12. WEB LINK OF ANNUAL RETURN:

The Company is having website i.e. www.sambhv.com
and annual return of Company has been published on
such website.

13. SUBSIDIARY COMPANIES, JOINT VENTURES
AND ASSOCIATES

As on March 31, 2025, the Company has one wholly owned
Subsidiary namely Sambhv Tubes Private Limited and an
Associate Company namely Clean Max Opia Private Limited.

A report on the performance and financial position of
the Subsidiary as well as the Associate Company in form
AOC-1 is annexed hereto as Annexure ''A'' and forms part of
this report.

In accordance with the provisions of Section 136 of the
Companies Act, 2013, the audited financial statements and
related information of the subsidiaries, where applicable, will
be available for inspection during regular business hours
at the company''s corporate office at Office No. 501 to 511,
Harshit Corporate, Amanaka, Raipur 492001, Chhattisgarh
and the same are also available at our website i.e. www.
sambhv.com

14. CORPORATE GOVERNANCE:

The company listed its security on stock exchanges in India
and accordingly, it has to follow the corporate governance
norms as prescribed by SEBI Listing Regulations in addition
to those prescribed under Companies Act, 2013. The
corporate governance report is annexed to this Report as
Annexure ''B''.

15. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Management Discussion and Analysis Report (MD&A) for
the year under review, in compliance with Regulation 34 (3)
read with Para B of Schedule V of SEBI Listing Regulations has
been annexed to this Report as Annexure ''C''.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of Six
(6) Directors with an optimum combination of Executive
and Non-Executive Independent Directors, including one
Independent Women Director and two other Independent
Directors. The details of Board and Committee composition,
tenure of directors, number of meetings and other details are
provided in the Corporate Governance Report which forms a
part of this Annual Report.

i. Executive Directors:

During the year under review, there is change in Board
of Directors of the company.

? Mr. Vikas Kumar Goyal (DIN: 00318182), has been
appointed as a Managing Director of the company
for a period of Five years commencing from June
1, 2024 and ending on May 31, 2029, in the Extra¬
Ordinary General Meeting held on May 30, 2024.
Further, Mr. Vikas Kumar Goyal (DIN: 00318182), has
also been appointed as a Chief Executive Officer
(CEO) of the company with effect from June 1,2024.

? Mr. Bhavesh Khetan (DIN: 10249740), Director of
the Company, has also been designated as the
Chief Operating Officer (COO) of the Company
with effect from June 1, 2024.

? Mr. Suresh Kumar Goyal (DIN: 00318141) has been
appointed as a Chairman of Company with effect
from June 1, 2024.

Further, all the directors have confirmed that they are
not disqualified from being appointed as Directors, in
terms of section 164 of the Companies Act, 2013.

ii. Non-Executive Independent Directors:

In terms of Regulation 17 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board of Directors of the company shall comprise
minimum six (6) members of which half of them must
be an Independent Directors. Accordingly:

? Mr. Kishore Kumar Singh (DIN: 00097156), has
been appointed as a Non-Executive Independent
Director of the Company in an Extra Ordinary
General Meeting held on September 12, 2024 for a
period of five years.

? Mr. Manoj Khetan (DIN: 06395265), has been
appointed as a Non-Executive Independent
Director of the Company in an Extra Ordinary
General Meeting held on September 12, 2024 for a
period of five years.

? Mrs. Nidhi Thakkar (DIN: 07587986), has been
appointed as a Non-Executive Independent
Director of the Company in an Extra Ordinary
General Meeting held on September 12, 2024 for a
period of five years.

All Independent Directors of the company have
provided requisite declaration in terms of Section 149(7)
of the Companies Act, 2013, that they meet the criteria
of Independence as laid down under Section 149(6) of
the Companies Act 2013, Regulation 16(1) (b) of SEBI
(LODR) Regulations and rules made thereunder. In the
opinion of Board of Directors, the Independent Directors
have relevant proficiency, expertise and experience.

Further all directors have confirmed that they are not
disqualified from being appointed as Directors in terms
of section 164 of the Companies Act, 2013.

iii. Key Managerial Personnel:

? Mr. Vikas Kumar Goyal (DIN: 00318182), has been
appointed MD as Managing Director & Chief
Executive Officer (CEO) of the company with effect
from June 1,2024.

? Mr. Niraj Shrivastava (FCS - F 8459) has been
appointed as a Whole Time Company Secretary
of the Company with effect from July 1, 2024
and appointed as the Compliance Officer of the
Company with effect from September 5, 2024.

? Ms. Anu Garg has been appointed as a Chief
Financial Officer (CFO) of the Company with effect
from July 1,2024.

iv. Directors Retiring by Rotation:

Pursuant to section 152 of the Companies Act 2013,
Mr. Bhavesh Khetan (DIN: 10249740) is liable to retire
by rotation at the ensuing Annual General Meeting and
being eligible, offer himself for reappointment.

On recommendation of Nomination & Remuneration
Committee, the board of directors of the company
at its meeting held on August 30, 2025 approved
reappointment of Mr. Bhavesh Khetan (DIN: 10249740),
as Director subject to the approval of shareholders of
the company.

17. MEETING OF BOARD AND COMMITTEES OF THE
BOARD:

a) Board Meetings:

The Board met 16 (Sixteen) times during the financial year
2024-25. The details of Board Meetings and attendance
of Directors are given in the Corporate Governance
Report which forms a part of this Annual Report.

b) Committee Meetings:

During the year under review, the Board has 7 (Seven)
Committees viz: 1) Audit Committee 2) Nomination &
Remuneration Committee, 3) Stakeholder Relationship

Committee, 4) Corporate Social Responsibility
Committee 5) Risk Management Committee 6) Finance
Committee and 7) IPO Committee. Details about the
Committees, Committee Meetings and attendance of
its Members are given in the Corporate Governance
Report, which forms a part of this Annual Report.

During the year under review, all recommendations
of Audit Committee were accepted by the Board
of Directors.

18. POLICY ON DIRECTORS'' APPOINTMENT,
REMUNERATION AND OTHER DETAILS:

The Policy on Directors'' Appointment, Remuneration and
Other details, approved by Board of Directors of the Company
in terms of Provisions of Section 178(3) of the companies act,
2013 is available on company''s website at https://sambhv.
com/corporate-governance/.

19. PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

The Securities and Exchange Board of India (SEBI) vide its
Master Circular dated July 11, 2023 provided guidance note
on Board Evaluation by specifying the criteria for evaluation
of performance of (i) Board as a Whole; (ii)Individual Directors
(Including Independent Directors & Chairperson) and (iii)
Committees of the Board.

Pursuant to the provisions of Companies Act, 2013 and SEBI
Listing Regulations, the Nomination and Remuneration
Committee specified the criteria for evaluation and
accordingly, undertook the performance evaluation of the
Board, its Committees and Individual Directors were carried
out. The criteria selected for evaluation and mechanism
for evaluation were in line with the policy of company for
performance evaluation of Board and its Committees as well
as Directors.

The above said Policy is available on the Company''s website,
which can be accessed at https://sambhv.com/corporate-
governance/

Further, in separate meeting of Nomination and
Remuneration Committee held on March 31, 2025, the
performance of Non- Independent Directors, Board as a
whole and Chairman of the company were evaluated taking
into consideration views received from all directors as well as
other factors contributing to their performance.

The result of the evaluation was communicated to the
Chairman of the Board of Directors.

20. PARTICULARS OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND EMPLOYEES REMUNERATION:

Disclosure of ratio of the remuneration of the Executive
Directors to the median remuneration of the employees of
the Company and other requisite details pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 as amended, is annexed to this report
as Annexure ''D''.

Further, particulars of employees pursuant to Rule 5(2) & 5(3)
of the above Rules form part of this report.

However, in terms of provisions of section 136 of the said
Act, the report and accounts are being sent to all the
members of the Company and others entitled thereto,
excluding the said particulars of employees. Any member
interested in obtaining such particulars may write to the
Company Secretary.

The said information is available for inspection at the
registered office of the Company during working days
of the Company up to the date of the ensuing annual
general meeting.

21. AUDITORS:

? Statutory Auditor and Statutory Auditor''s Report:

Pursuant to Section 139 of the Companies Act, 2013,
read with Companies (Audit and Auditors) Rules, 2014
M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants,
(Firm Registration No.: 000756N/N500441), New Delhi,
had been appointed as Statutory Auditors of the
Company in the 7^th Annual General Meeting held on
September 18, 2024 to hold office from the conclusion
of the said Annual General meeting until the conclusion
of the 12^th Annual General Meeting of the Company to
be held for the financial year ending on March 31,2029.

The Auditors report on the Standalone and Consolidated
financial statements for the FY 2024-25 do not contain
any qualification, reservation or adverse remark
requiring any explanation on the part of the Board.
The observations given therein read with the relevant
notes are self-explanatory. There are no frauds reported
by the Auditors under section 143(12) of the Act. The
Statutory Auditor''s Report is enclosed with the Financial
Statements and forms a part of this Annual Report.

? Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013
read with Rule 13 of the Companies (Account) Rule
2014, M/s Agrawal Jain & Co, Chartered Accountants,
Raipur (Firm Registration No: 012935C), were appointed
as an Internal Auditor of the Company for the financial
year 2024-2025 in the Board Meeting held on August 2,
2024. Further, the Board of Directors has re-appointed
M/s Agrawal Jain & Co., Chartered Accountants (Firm
Registration No. 012935C), as an Internal Auditors of the
Company for the financial year 2025-26. M/s Agrawal
Jain & Co., have confirmed their willingness to be re¬
appointed as an Internal Auditors of the Company and
are submitting their reports on quarterly basis.

? Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)

Amendment Rules, 2014, M/s AS Rao & Co., Cost
Accountants, Hyderabad (Firm Registration No. 000326),
was appointed as the Cost Auditors of the Company for
the Financial Year 2024-2025, by the Board of Directors
on August 2, 2024, to conduct the audit of the cost
record of the company.

Further, The Board of Directors based on the
recommendation of Audit Committee has re-appointed
M/s AS Rao & Co., Cost Accountants, Hyderabad
(Firm Registration No. 000326) as the Cost Auditors
of the Company for conducting the cost audit for the
FY 2025-26. The necessary consent letter and certificate
of eligibility was received from the cost auditors
confirming their eligibility to be reappointed as the Cost
Auditors of the Company.

Further, a resolution seeking Members'' approval
for ratifying the remuneration payable to the Cost
Auditors for the FY 2025-26 has been included in the
notice convening 8^th Annual General Meeting for
their ratification.

The Cost Audit Report for the FY 2024-25 shall
be filed with the Central Government within the
stipulated timeline.

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.

? Secretarial Auditor:

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 M/s Agrawal & Agrawal, a
firm of Company Secretaries in Practice, Raipur (Firm
Registration No. P2005CG001100) to undertake the
Secretarial Audit of the Company for the FY 2024-2025
in the Board Meeting held on August 2, 2024.

Pursuant to the amended provisions of Regulation
24A of SEBI Listing and Obligations and Disclosure
Requirements (LODR) Regulations, 2015 and Section
204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee and
Board of Directors have approved and recommended
the appointment of M/s Agrawal & Agrawal, a firm
of Company Secretaries in Practice, Raipur (Firm
Registration No. P2005CG001100), as Secretarial
Auditors of the Company to conduct secretarial
audit for a period of 5 (Five) years commencing from
FY 2025-26 to FY 2029- 30, for approval of the Members
at ensuing Annual General Meeting of the Company.
Brief resume and other details of M/s Agrawal & Agrawal
are separately disclosed in the Notice of ensuing AGM.

M/s Agrawal & Agrawal, a firm of Company Secretaries,
have given their consent to act as Secretarial Auditors
of the Company and confirmed that their aforesaid
appointment (if made) would be within the prescribed
limits under the Act & Rules made thereunder and

SEBI LODR Regulations. 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 (LODR) Regulations.

In terms of Section 204 of the Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, a Secretarial Audit Report given by
the Secretarial Auditors in Form No. MR-3 is annexed as
Annexure ''E'' to this Annual Report. The Secretarial Audit
Report does not contain any qualification, reservation,
adverse remark or disclaimer.

22. REPORTING OF FRAUD:

During the year under review, the Statutory Auditor, Cost
Auditor and Secretarial Auditor, have not reported any
instances of fraud committed in company by its officers,
employees to the Audit Committee under section 143(12)
of Companies Act, 2013 read with Rule 13(3) of Companies
(Audit and Auditors) Rules, 2014, details of which need to be
mentioned in this report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with the provisions of Section 135 and
Schedule VII of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended, the Company has constituted Corporate
Social Responsibility (CSR) Committee. The details of
Committee composition, number of meetings and other
details are provided in the Corporate Governance Report
which forms a part of this Annual Report.

During the year under review, the Company has spent a total
sum of H20.82 million on the CSR activities as approved by
the CSR Committee.

Brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities
during the year as per Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed herewith as
Annexure ''F'' and forms a part of this Annual Report.

The above said Policy is available on the Company''s website,
which can be accessed at https://sambhv.com/corporate-
governance/

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In compliance with the provisions of Section 177 of the
Companies Act, 2013 read with Regulation 22 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Company has formulated a
comprehensive Whistle Blower Policy to deal with instance
of fraud and mismanagement, if any.

The Whistle Blower Policy aims to encourage directors,
employees and other stakeholders to report any instances of
unethical or improper activity, actual or suspected fraud or
violation of the Code of Conduct without fear of retaliation.
The policy also provides access to the Chairperson of the
Audit Committee under certain circumstances.

The policy may be accessed on the Company''s website at:
https://sambhv.com/corporate-aovernance/

During the year under review, your Company has not
received any complaints under the vigil mechanism.

25. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy in
line with Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to identify and
evaluate business risks and opportunities. The Company
has a system in place for identification of elements of risk
which are associated with the accomplishment of the
objectives, operations, development, revenue, regulations
and appropriate measures are taken, wherever required, to
mitigate such risks beforehand.

The above said Policy is available on the Company''s website,
which can be accessed at https://sambhv.com/corporate-
governance/

The development and implementation of Risk Management
Policy has been covered in Management Discussion &
Analysis Report, which forms part of Annual Report.

26. CODE OF CONDUCT:

In compliance with Regulation 17(5) of Listing Regulations,
the Company has a comprehensive Code of Conduct (''the
Code'') in place applicable to all the Senior Management
Personnel and Directors including Independent Directors
to such extent as may be applicable to them depending on
their roles and responsibilities. The Code provides guidance
on ethical conduct of business and compliance of law.

The Code is available on the Company''s website, which can
be accessed at https://sambhv.com/corporate-qovernance/

27. PREVENTION OF INSIDER TRADING AND CODE OF
FAIR DISCLOSURE:

In compliance with the provisions of SEBI (PIT) Regulations,
2015, the Board has formulated a Code of Internal Procedures
and Conduct to regulate, monitor, and report trading by
Insiders. This code outlines the guidelines and procedures to
be followed, and the disclosures required by insiders when
dealing with Company shares, while also warning them of
the consequences of non-compliance.

The Code is available on the Company''s website, which can
be accessed at https://sambhv.com/corporate-governance/

28. INTERNAL CONTROL SYSTEM:

The Company has established robust internal control
systems to ensure operational efficiency, reliability of
financial reporting, and compliance with applicable laws and
regulations. These systems include well-defined policies and
procedures that facilitate the timely availability of accurate
information, thereby enabling proactive risk management.
Regular internal audits and reviews are conducted to
assess the effectiveness of these controls, ensuring that any
deviations are promptly addressed.

The Audit Committee and Board of Directors of the
Company oversees the internal control framework, ensuring
its adequacy and alignment with the organisation''s strategic
objectives, thereby fostering a disciplined and constructive
control environment across all levels of the organisation.

29. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT 2013:

The Particulars of Loans, Guarantees and Investments have
been disclosed in the Note No.38 in Financial Statement.

30. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not
borrowed an unsecured loan from any of the Directors of
the Company.

31. RELATED PARTY TRANSACTIONS:

In compliance with the provisions of Companies Act, 2013
and of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the board of directors has formulated a
policy on Related Party Transactions and the same is available
on company''s website at www.sambhv.com

In compliance with the requirements of the Listing
Regulations, the Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transaction as
approved by the Board may be accessed on the Company''s
website https/Aambhycom/corporate-governance/ .

During the FY 2024-25, all related party transactions entered
into by company were at arm''s length transactions and
approved by the Audit Committee. Omnibus approval have
been obtained from the Audit Committee in respect of
transactions which were repetitive in nature and in ordinary
course of business.

The company did not enter into any contract or arrangement,
during the FY 2024-25, with related parties in terms of
provisions of section 188(1) of the companies act, 2013.
Information on transactions with Related Parties pursuant
to Section 134(3)(h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014, are given
in Form AOC-2 and is attached as Annexure ''G'' to this
Annual Report.

In terms of IND AS - 24, details of related party transactions
entered into by the company have been disclosed in
the notes to the Standalone and Consolidated financial
statements forming part of this report.

32. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option
Scheme/ Plan.

33. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The company has zero tolerance towards sexual harassment
of woman at its workplace. The Company has adopted a
policy for prevention of sexual harassment at the workplace,

in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"). An Internal Complaints Committee
("ICC") has been duly constituted as per the provisions of the
POSH Act to redress complaints regarding sexual harassment
at the workplace.

During the financial year under review, the Company has
complied with all the provisions of the POSH Act and the
rules framed thereunder. Further details are as follow:

34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961:

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company
is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women
employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made
in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.

35. HUMAN RESOURCE:

The Company considers its Human Resources as the key to
achieve its objectives. Keeping this in view, the Company
takes utmost care to attract and retain quality employees.
The employees are sufficiently empowered and such work
environment propels them to achieve higher levels of
performance. The unflinching commitment of employees is
the driving force behind the Company''s vision. Our Company
appreciates the spirit of its dedicated employees.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND ANNUAL GENERAL MEETINGS:

During the period under review, the Company has duly
complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries
of India.

37. SIGNIFICANT & MATERIAL ORDER PASSED BY THE
REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material order passed by the
Regulator, Court or Tribunal impacting the going concern
status and company''s operation in future. However, members''
attention is drawn to the contingent liabilities, commitments
given in the notes forming part of the financial statement
annexed to this report.

38. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS &
OUTGO:

In terms of provisions of section 134(3)(m) of the Companies
Act, 2013, details on energy conservation, technology
absorption and foreign exchange earnings & outgo are
annexed to this report Annexure ''H''.

39. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) 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, the applicable
accounting standards have been followed along with proper
explanation relating to material departures if any;

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 ended March 31, 2025 and of
the Profit of the Company for that period;

C. The directors 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 on a going
concern basis.

E. The directors had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively.

F. The directors had devised proper internal systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

40. PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:

During the year under review, no application have been
made under the Insolvency and Bankruptcy Code, 2016,
therefore there are no details of application or proceedings
pending to disclose under the Insolvency and Bankruptcy
Code, 2016.

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

The requirement to disclose the details of difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the
reasons thereof is not applicable

42. APPRECIATION:

The Board expresses its sincere gratitude for the continued
support and cooperation extended by all stakeholders,
including our valued shareholders and the regulatory
authorities of the Central and State Governments,
whose efforts have contributed to fostering a conducive
environment for industrial and commercial growth.

The Company''s improved performance is a result of ongoing
enhancements across all functions and the efficient utilization
of resources, which have together driven sustainable and
profitable growth. The Directors wish to place on record
their deep appreciation for the unwavering support received
from employees and all stakeholders-including financial
institutions, banks, government bodies, shareholders, clients,
vendors, customers, and business associates.

For and on behalf of the Board of Directors of
Sambhv Steel Tubes Limited

Sd/- Sd/-

Suresh Kumar Goyal Vikas Kumar Goyal

Place: Raipur (Chairman & Executive Director) (Managing Director & CEO)

Date: August 30,2025 DIN: 00318141 DIN: 00318182