Gandhi Special Tubes Ltd Directors Report

Dear Members,

Your Directors are pleased to present their 41 st (Forty- First) Annual Report along with the Audited Financial Statements for the financial year ended on 31 March 2026.

FINANCIAL RESULTS

The Companys financial performance for the year ended

31 March 2026 is summarized below:

	( in Lakhs except Earning
	Per Share)
Particulars	For the year ended	For the year ended
	31.03.2026	31.03.2025
Revenue from operations	19,177.02	17253.68
Other Income	1184.47	1189.72
Total Revenue	20361.49	18443.40
Profit before Tax	9097.70	7674.72
Less: Tax Expenses
Current Tax	2233.81	1725.80
Deferred Tax	27.46	81.51
Profit for the year	6836.43	5867.41
Dividend paid	1822.80	1579.76
Earnings Per Share of 5/-	56.26	48.28

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 Rs.18,788 lakhs up 11.42% vs year ago. For the Financial year ended 31 March 2026, the Company reported Profit After Tax (PAT) of Rs. 6836.43 lakhs, up 16.52 % versus year ago. on cost This growth was primarily driven by a significant optimization, improved efficiency in equipment procurement, and a reduction in power and fuel expenses.

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 2026 is 607.60 lakhs divided into 1,21,52,000 equity shares of Rs. 5/-each.

DIVIDEND

Your Directors are pleased to recommend a dividend of 300% i.e. Rs.15/- per equity share of the face value of Rs. 5/-each, out of Free reserves, for the Financial Year ended 31 March

2026 subject to necessary approval by the Shareholders at the ensuing Annual General Meeting of the Company to be held on Wednesday, 12 August, 2026. The total dividend recommended for the financial year 2025-2026 is Rs. 1822.80 lakhs. Payment of Dividend will be made to the members whose names appear in Register of Members as on

Wednesday, 5 August 2026. 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, 2025. Members are advised to refer to the detailed note stated in the Notes to the Notice convening 41 st 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 transferred such unpaid or unclaimed dividends and corresponding shares to IEPF, up to and including the final dividend for the financial year ended 31

March 2018

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.

The Company will be transferring the final dividend and corresponding shares for the financial year ended 31 March 2019 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 2026

CESSATION

Mr. Bhupatrai Gandhi (DIN: 00041273), ceased to be director, due to his sad demise on Tuesday, 9 September 2025. The Company has immensely benefitted from his invaluable guidance and vision during his tenure on the Board and its Committees. The Board places on record its deep appreciation heartfelt for his significant condolences to his family.

APPOINTMENT a. Based on recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 28 May 2025, appointed Mrs. Nishita Chheda (DIN 10631003) as Additional Director designated as Non-executive Woman Independent Director with effect from 1 August 2025 30 July 2030 subject to approval of the shareholders. The Shareholders of the Company have approved her appointment by resolution passed at 40th AGM held on 11 August 2025 b. 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 41st 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, possess requisite qualifications, 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 STATEMEN T

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 2026, 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 2026 and of the profit of the 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 include 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 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 risks 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

The Company continues to uphold its commitment to responsible corporate citizenship by undertaking Corporate Social Responsibility (CSR) initiatives that create meaningful and sustainable social impact. During the financial year, the

Company partnered with Akshaya Chaitanya to support the establishment of its new Central Kitchen Facility through the provision of kitchen equipment and accessories.

The upgraded infrastructure will significantly enhance the organisations capacity to prepare and distribute safe, . The hygienic and nutritious meals efficiently facility will support Bal Shiksha Aahar, a programme that provides nutritious mid-day meals to school children, thereby contributing to improved nutrition, health and educational outcomes. In addition, the Central Kitchen will facilitate the preparation of meals for relatives of hospital patients, offering timely and affordable nourishment to families during challenging times.

Through this initiative, the Company aims to strengthen community well-being by supporting food security, nutrition and access to quality meals for vulnerable sections of society.

The project contributes to the United Nations Sustainable Development Goals (SDGs), particularly Zero Hunger, by improving access to nutritious food; Good Health and Well-being, by promoting safe and hygienic meal preparation and better nutrition; Quality Education, by supporting school nutrition programmes that encourage student attendance and learning outcomes; and Partnerships for the Goals, through collaboration with a credible implementation partner to maximise sustainable social impact. positive attributes, independence of a Director 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 these risks are well-defined. Significant by 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 all 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 Note no. 43 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 2026

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.5, 9 and

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 37th 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 they are eligibility and submitted the certificate not disqualified to hold 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

22 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 2027. A remuneration of Rs. 85,000/- (Rupees Eighty-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 41st AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending 31 March 2027 is placed at the AGM. The Company will maintain cost records as specified under subsection (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 2026 c. SECRETARIAL AUDITOR

The Members at the 40th Annual General Meeting held on 11 August 2025, approved the appointment M/s Dholakia & Associates LLP., Company Secretaries, to undertake the Secretarial Audit of your Company for a term offiveconsecutive financial years from 1 April 2025 to 31 March 2030. The Secretarial Audit Report (Form MR - 3) of the Company for 35 the year ended 31 March 2026 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#result

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 oftheStatutoryAuditor.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 Rule 5 (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 or material orders were passed 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. There was one complaint of sexual harassment received by the Company during the financial year 2025-2026

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. phpRsrType=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 2025 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. 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- Not Applicable

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 Directort
DIN: 00041190
Place: Mumbai
Date: 25 May 2026