Gandhi Special Tubes Ltd Directors Report

Dear Members,

Your Directors are pleased to present their 40^th (Fortieth) Annual Report along with the Audited Financial Statements for the financial year ended on 31 March 2025.

FINANCIAL RESULTS

The Companys financial performance for the year ended

31 March 2025 is summarized below:

Particulars	( in Lakhs except Earning Per Share)
	For the year ended 31.03.2025	For the year ended 31.03.2024
Revenue from operations	17253.68	17,088.36
Other Income	1188.77	1,238.27
Total Revenue	18442.45	18,326.63
Profit before Tax	7674.72	7,334.11
Less: Tax Expenses
Current Tax	1725.80	1,751.17
Deferred Tax	81.51	25.02
Profit for the year	5867.41	5,557.92
Dividend paid	1579.76	1,458.24
Earnings Per Share of 5/-	48.28	45.74

RESERVES

Your directors do not propose to transfer any amount to the general reserves of the Company.

PERFORMANCE AND AFFAIRS OF THE COMPANY

In this Financial Year, the Company delivered sales of 16,863 lakhs up 1.32% vs year ago. For the Financial year ended 31

March 2025, the Company reported Profit After Tax (PAT) of

5,867.41 lakhs, up 5.57 % versus year ago. This was driven cost byincrease in Other Income and significant cutting measure.

The performance of the Company has been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. The Paid-up share capital of the Company as on 31 March 2025 is 607.60 lakhs divided into 1, 21, 52,000 equity shares of 5/-each.

DIVIDEND

Your Directors are pleased to recommend a dividend of 300% i.e. 15/- per equity share of the face value of 5/-each, an increase of 40% vs FY 2023-24, out of Free reserves, for the Financial Year ended 31 March 2025 subject to necessary approval by the Shareholders at the ensuing Annual General Meeting of the Company to be held on Monday, 11 August,

2025. The total dividend recommended for the financial year 2024-2025 is 1822.80 lakhs. Payment of Dividend will be made to the members whose names appear in Register of

Members as on Monday, 4 August 2025. This Dividend will be subject to Income Tax in the hands of the Shareholders and also subject to Deduction of Tax at Source as per the provisions of Income Tax Act, 1961. Members are advised to refer to the detailed note stated in the Notes to the Notice convening 40th Annual General Meeting.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF

Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and

Protection Fund ("IEPF" or "Fund") established by the Central

Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends and corresponding shares to IEPF, up to and including the interim dividend for the financial year ended 31 March 2017. Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the

Fund, as the case may be, may claim the shares or apply for a refund by approaching the company for issue of Entitlement Letter along with all the required documents before making an application to the IEPF Authority in Form IEPF 5 (available on http://www.iepf.gov.in ) along with requisite fee as decided by the IEPF Authority from time to time. The member/claimant can file only one consolidated claim in a financial year as per the IEPF Rules. dividend and The Company will be transferring the final corresponding shares for the financial year ended 31 March

2018 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on website of the Company. The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company does not have any Subsidiary, Associate and Joint Venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following changes took place in the Directors and Key Managerial Personnel during the financial year ended 31

March 2025

CESSATION a. As per the terms of her appointment, Mrs. Bhavi Koradia (DIN 07004836) completed her second term as an Independent Director on 30 October 2024 and accordingly ceased to be an Independent Director and Member of the Board of Directors of the Company.

The Board of Directors wish to sincerely appreciate and express gratitude for the extensive knowledge and invaluable guidance provided by Mrs. Bhavi Koradiaduringhertenure of the Company for that with the Company. Her innovative ideas and strategic thinking have been instrumental in propelling the company to new heights, and their contributions are deeply recognized and admired.

APPOINTMENT a. Based on recommendation of Nomination and Remuneration

Committee, the Board of Directors at its meeting held on 28 October 2024, appointed Mrs. Ritika Shah (DIN 10723406) as Additional Director designated as Non-executive Woman Independent Director with effect from 31 October 2024 upto

30 October 2029 subject to approval of the shareholders. The Shareholders of the Company have approved her appointment by resolution passed by postal ballot & e-voting on 28 November 2024 In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jayesh Gandhi (DIN 00041330) Director of the Company, shall retire by rotation at the ensuing Annual General Meeting, and being eligible has offered himself for re-appointment. Details of the Director proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations and SS - 2 (Secretarial Standards on General Meetings) are provided at the end of the Notice convening the 40th Annual General Meeting.

The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149(6) of the Act. There was no change in the composition of the

Board of Directors and Key Managerial Personnel during the year under review, except as stated above.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI

Listing Regulations, are independent of the management, and possess requisite qualifications, experience, proficiency expertise in the fields of finance, auditing, tax and risk advisory services, banking, financial services, investments and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs,

Manesar (‘IICA) as required under Rule 6 of Companies

(Appointment and Qualification of Directors) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a) in the preparation of the annual accounts for the year ended 31 March 2025, the applicable accounting standards have been followed and there are no material departures; b) 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 as on 31 March 2025 and of the profit period; c) the directors have taken proper and 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) the directors have prepared the annual accounts on a going concern basis; e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Act and the Listing

Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee of the Company

(‘NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The performance of the

Board and its functioning were evaluated based on various criteria including expertise and experience of the Board, industry knowledge, diversity, Board Meeting procedure,

Board Development, succession planning etc.

All committees of the Board were evaluated based on various criteria including their function and duties, periodical reporting to the Board along with their suggestions and recommendations and procedure of the Meetings etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the

Chairman of the Company was evaluated by the Independent

Directors. The evaluation of Chairman was done based on criteria which among others included managing relationship with shareholders, employees, board, management and leadership qualities. The performance of all Executive Directors as well as Independent Directors has been evaluated by whole Board based on the criteria which includes participation at Board/Committee Meetings, managing relationships with other fellow members and Senior management, personal attributes like ethics and integrity etc.

NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining independence of a Director qualifications, and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The text of the policy is available on the website of the Company www. gandhispecialtubes.com. There has been no change in the policy during the year.

BOARD AND COMMITTEES

The Board met four times during the year, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations and as per the Circulars issued by the

Ministry of Corporate Affairs and SEBI. During the year under review, the Board has accepted the recommendations of the

Audit Committee. Details of all the Committees of the Board have been given in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and continues to be compliant with the requirements of Corporate Governance as prescribed in the Listing Regulations. In compliance with Regulation 34 and other applicable provisions of the Listing Regulations, a separate report on Corporate Governance along with the Certificate

Auditor forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

At Gandhi dedication to Corporate Social Responsibility (CSR) has remained steadfast from its inception. Your Companys belief in creation of SCR wealth which can be used for longer period and the beneficiaries should derive benefit generation to generation," serves as the guiding light Together, were making a difference in the lives of many stakeholders. risks identified The CSR Projects undertaken by your Company for Financial year 2024-2025 are as follow

Jaipur Foot Project

As part of our commitment to inclusive healthcare and social responsibility, we extended our support to the Jaipur Foot

Project through a collaboration with the Lions Club. This initiative provides prosthetic limbs to individuals who have lost a limb due to accidents, illness, or congenital conditions. By restoring mobility, independence, and dignity, the project significantly enhances the quality of life for beneficiaries.

Our contribution helped make this transformative support accessible to underserved communities, reflecting our CSR focus on healthcare accessibility and the empowerment of the differently-abled.

Refurbishment of KEM Hospital

As part of our commitment to healthcare and community well-being, Gandhi Special Tubes Ltd., under the leadership of Chairman Mr. Manhar Gandhi, generously contributed towards the renovation of the Registration Area at KEM Hospital, Mumbai a vital facility serving thousands of OPD patients daily.

The redesigned space offers a modern, patient-friendly environment with a clean and professional look.

Key enhancements include:

Installation of 6 comfort chairs in the Heerkani Kaksh Creation of a mezzanine floor for MJPJY office and storage Expansion of registration counterstoimprovepatientflow This CSR initiative reflectsour ongoing dedication to impactful, sustainable community development.

The Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report

The Corporate Social Responsibility Policy is available on the website of the Company at https://gandhispecialtubes.com/ irprojects.html Annual report on Corporate Social Responsibility activities as required under the Companies (Corporate Social

Responsibility Policy) Rules, 2014 is annexed to this report as Annexure I

RISK MANAGEMENT

Your company has a comprehensive Risk Management framework that encompasses a wide range of risks, such as Business, Operational, Financial, Sectoral, Market, Regulatory and Compliance, Sustainability, Human Resources, Information and Cyber Security, and Strategic Risks. The assessment, measurement, and mitigation processes for by these risks are well-defined. Significant business units and functions are systematically managed through continuous mitigating actions, aligning with the risk appetite approved periodically by the Board of Directors..

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has an adequate system of internal financial controls that is commensurate with the size, scale and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards, safeguarding of its assets, prevention and detection of errors and frauds and timely preparation of reliable financial information.

RELATED PARTY TRANSACTIONS

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves allin writing that they related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Committee approves related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All related party transactions entered during the year were in the ordinary course of the business and on arms length basis , thus disclosure in form AOC-2 is not required as such related party transactions are not material.

Details of the related party transactions are given in notes to the financial statements.

In conformity with the requirements of the Act, read with the SEBI Listing Regulations, the policy to deal with related party transactions is also available on Companys website at https:// gandhispecialtubes.com/irpolicies.html.

PUBLIC DEPOSITS

Your Company has not accepted any deposits under Chapter

V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on 31 March 2025

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Pursuant to Section 186 of the Companies Act, 2013 and

Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements in Note No.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT (R&D) AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided as Annexure II. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report other than those mentioned under any section of this Annual Report.

AUDITORS a. STATUTORY AUDITORS

The Members at the 37^th Annual General Meeting held on

July 26, 2022, approved the appointment of M/s. S.V. Doshi & Co., Chartered Accountants, for a period of 5 (five) years to hold office till the conclusion of 42^nd Annual General Meeting of the Company. The Statutory Auditors have confirmed their are eligibility and submitted the certificate not disqualified to hold the office of the Statutory Auditor. The report given by the Statutory Auditor on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation, adverse mark or disclaimer given by the statutory auditor in their report. b. COST AUDITOR

Dakshesh Zaveri, Cost Accountants, carried out the cost audit for the Company for the year under review. They have been re-appointed as cost auditors for the financial year ending

31 March 2025. A remuneration of Rs. 75,000/- (Rupees Seventy Five Thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the 40^th AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending 31 March 2025 is placed at the AGM. The Company will maintain cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013 and the same shall be audited by the cost auditor i.e. Dakshesh Zaveri, Cost Accountants for the financial year ending 2025 c. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of Listing Regulations, the Directors appointed M/s Dholakia & Associates LLP., Company Secretaries, to undertake the

Secretarial Audit of your Company for the year ended 31

33 March 2025. The Secretarial Audit Report (Form MR - 3) of the Company for the year ended 31 March 2025 is enclosed as Annexure III to this report. The comments made by the Secretarial Auditors are self-explanatory.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of Listing Regulations, was submitted to the stock exchanges within the statutory timelines and is available on the Companys website at https://gandhispecialtubes.com/irnews.php#resul

In accordance with the SEBI (Listing Obligations and

Disclosure Requirements) (Third Amendment) Regulations, dated December 12, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the recommendation of the Board of Directors, for a period of five

(5) consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on 28 May 2025, subject to the approval of the Members of the Company, approved appointment of M/s Dholakia & Associates, LLP, Company Secretaries (Firm Registration Number P2014MH034700) as the Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold

March 2030 on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Secretarial

Auditors from time to time. Accordingly, consent of the Members is sought for approval of the aforesaid appointment of Secretarial Auditors, through the resolution forming part of the Notice of the AGM.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 "OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT"

During the year under review, the Statutory Auditors, Cost

Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act. Therefore, the details of same are not provided herein.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the financial year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act, and Rule 5(1) of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 have been annexed to this report as Annexure IV.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule5 (1) , 5(2)

& 5(3) of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, form part of this report.

As per the provisions of Section 136 of the Act, the Report and Financial Statements are being sent to the Members of your Company and others entitled thereto, excluding the statement on particulars of employees.

Copies of said statement are available at the registered office of the Company during the designated working hours from 21 days before the Annual General Meeting till date of the Annual General Meeting. Any member interested in obtaining such details may also write to the secretarial department at the registered office of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company maintains a strict stance against sexual harassment in the workplace and has implemented a policy aligned with the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013, and its accompanying Rules. The policy is designed to safeguard employees, prevent incidents of sexual harassment, and address complaints effectively. An Internal Complaints

Committee is in place to handle any reported cases of sexual harassment. No complaint of sexual harassment was received bytheCompanyduringthefinancial year 2024-2025

WHISTLER BLOWER POLICY AND VIGIL MECHANISM

In accordance with the provisions of Section 177 (9) of the Act and requirements of Regulation 22 of the Listing Regulations, your Company has a vigil mechanism which has been incorporated in the Whistle Blower Policy for Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code for Prevention of Insider Trading. The Whistle Blower Policy is uploaded on the website of your Company at https:// gandhispecialtubes.com/irpolicies.html

ANNUAL RETURN

The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company at https://gandhispecialtubes.com/irresults. php?rType=R.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Since the Company is not part of Top 1000 Listed Companies based on Market Capitalization on the basis of the average market capitalisation from 1st July to 31st December 2024

Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of the Listing Regulations is not applicable to the Company

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no such transactions during the year under review: 1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.

3. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

4. There is no Employees Stock Option Scheme

5. There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with

Rule 16(4) of Companies (Share Capital and Debentures)

Rules, 2014. by the 6. No significant

Regulators or Courts or Tribunals which impact the going concern status and your Companys operations in future.

7. The 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 - Not Applicable

8. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year- NotApplicable

ACKNOWLEDGEMENT

The Directors would like to extend their sincere gratitude to the Companys customers, vendors, and investors for their unwavering confidence and patronage. We are deeply appreciative of the continuous support received from business associates, regulatory and governmental authorities, whose cooperation, support, and guidance have been instrumental in our success.

The Directors express their utmost appreciation for the dedicated efforts and contributions of every employee including the workmen at our manufacturing plants, who have demonstrated unwavering support and resilience during the challenging times. It is through the collective efforts of our stakeholders and employees that we continue to thrive and achieve our goals.

For and On behalf of the Board of Directors

Manhar G. Gandhi

Chairman & Managing Director

DIN: 00041190

Place: Mumbai

Date: 28 May 2025