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The Directors have pleasure in presenting the 44^th Annual Report of the Company together with the Audited Accounts for the year ended 31^st March 2023.

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

Your company has registered a total income of Rs.19296.05 Lakhs for 2022-23 as compared to Rs. 13568.11 Lakhs for 2021-22 and the company posted a net profit of Rs. 264.76 lakhs for 2022-23 as compared to Rs. 241.74 Lakhs for 2021-2022.

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

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

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

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

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

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

As on 31^st March 2023, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars.

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

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

(a) Conservation of Energy:

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

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

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

(b) (i) Technology Absorption, adaptation and innovation:-

Indigenous Technology is involved for the manufacturing the products of the Company.

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

(c) Foreign Exchange Inflow: Rs. 5,15,53,557/- (on Export of Goods)

Foreign Exchange Outflow: Rs. 4,35,62,213/- (Raw Materials /Equipment)

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

M/s. P Murali & Co., Chartered Accountants (FRN:007257S) has resigned from the office of Statutory Auditors of the Company with effect from 19th June, 2023. The Board of Directors of the Company in the Board Meeting held on 19-06-2023 on recommendations of Audit Committee appointed M/s. P C N & Associates, Chartered Accountants (Firm Registration No. 016016S) as Statutory Auditors of the Company to fill the Casual Vacancy caused by Resignation of M/s. P Murali & Co., Chartered Accountants (Firm Registration No. 007257S). The Shareholders are requested to approve appointment of M/s. P C N & Associates, Chartered Accountants (Firm Registration No. 016016S) as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting ("AGM") till the conclusion of the 49^th Annual General Meeting to be held in the year 2028 at such remuneration and out of pocket expenses as may be decided by the Board of Directors of the Company.

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

The Board met 5 (Five) times during the financial year 2022-2023.

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

(16-05-2022, 08-08-2022, 10-08-2022, 12-11-2022, 31-01-2023)

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

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

b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31^st March, 2023 and of the profit and loss of the company for that period;

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

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

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

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

During the year ended March 31, 2023, the Company does not have any material listed/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets.

The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr. Vipul Kumar Jain, Chairman of Audit Committee through email or by correspondence through post.

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

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

• Mr. P.R.Bhandari-Managing Director (DIN: 00062271)

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

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

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

• *Mr. Dipen Sajjan Sanghvi-Independent Director (DIN: 08476459)

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

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

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

*Mr. Dipen Sajjan Sanghvi, Independent Director (DIN: 08476459), has resigned w.e.f 08-08-2022.

Mr. Surender Arkathala (DIN: 06999665) Appointed as Non-Executive Independent Director w.e.f 08-082022.

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

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

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

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

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

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

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.

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

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

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

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