Ratnamani Metals & Tubes Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 42 nd Annual Report along with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended on March 31,2026:

1. FINANCIAL RESULTS AT A GLANCE

( in Crores)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	3,689.30	4,876.14	4,493.96	5,186.47
Other Income	125.09	83.31	121.95	59.62
Total Income	3,814.39	4,959.45	4,615.91	5,246.09
Profit before Tax	583.13	778.11	706.34	737.99
Less: Income Tax Expenses	149.17	200.10	171.87	196.42
Profit After Tax	433.96	578.01	534.47	541.57

2. OPERATIONAL REVIEW/STATE OF THE COMPANYS AFFAIRS

The ongoing war in Europe and recent Iran - US/Israel war in the Middle East impacted operations of the Company adversely affecting both, revenue and profitability as a result thereof. During the year under review, Revenue from Operations of the Company was down by 24.34% at 3,689.30 Crores compared to 4,876.14 Crores of the previous year, on standalone basis and by 13.35% at 4,493.96 Crores compared to 5,186.47 Crores of the previous year, on consolidated basis.

The total income on Standalone basis for the Financial Year 2025-26 was lower by 23.09% at 3,814.39 Crores compared to the total income of 4,959.45 Crores of the previous year and total income on consolidated basis for the Financial Year 2025-26 was lower by 12.01% at 4,615.91 Crores compared to the total income of 5,246.09 Crores of the previous year; the profit after tax on the standalone basis for the year was at 433.96 Crores compared to 578.01 Crores of the previous year and profit after tax on the consolidated basis for the year was 534.47 Crores compared to 541.57 Crores of the previous year.

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

3. DIVIDEND

Your directors are pleased to recommend a dividend of 10.00 (previous year 14.00) per Equity Share on 7,00,92,000 Equity Shares having face value of 2.00 each for the Financial Year ended on March 31, 2026, for approval of the Shareholders of the Company at the ensuing Annual General Meeting. The dividend would be paid out of the profits for the year and the total dividend

outgo, if approved, will be 70.09 Crores (previous year 98.13 Crores).

The dividend on Equity Shares is subject to approval of the Shareholders of the Company at the 42 nd Annual General Meeting scheduled to be held on Tuesday, August 18, 2026.

As per the Income Tax Act, 2025, the Dividend is taxable in the hands of the Shareholders at the applicable tax rates of the respective Shareholders and the Company is required to deduct tax at source from dividend paid to the Shareholders at prescribed rates as per the Income Tax Act, 2025.

The dividend payout is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), is available at the web link: .

The Record date for the purpose of payment of the dividend and the 42 nd AGM for the Financial Year ended on March 31,2026, is Tuesday, August 11,2026.

TRANSFER TO RESERVES

The Board of Directors doesnt propose to transfer any amount to any reserves, for the year under review.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2026 was 1,401.84 Lakhs divided into 7,00,92,000 Equity Shares of face value of 2.00 each. During the year under review, the Authorised Capital of the Company remained unchanged at 1,800.00 Lakhs divided into 9,00,00,000 Equity Shares of face value of 2.00 each.

6. BORROWINGS

Your Company continues to be a debt free Company. The Company has Nil outstanding long-term borrowings (previous year Nil) as on March 31, 2026. In addition to above, the outstanding current borrowings (including long-term borrowings maturing within one year) is Nil (previous year Nil) as on March 31, 2026.

7. FIXED DEPOSITS

During the year under review, your Company has not accepted any deposit from the Shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL A) DIRECTORS:

The Board of Directors have optimum composition of executive and non-executive Directors. The Company has five executive directors and five nonexecutive independent directors including a woman independent director. The Chairman of the Board of Directors of the Company is the Promoter and Executive Director designated as Chairman and Managing Director. He is assisted by Joint Managing Director, Whole Time Directors and Whole Time Director & Chief Executive Officer to discharge his day-to-day function.

a) Non-Executive Independent Directors:

Your Company has five Non-Executive Independent Directors including one Woman Independent Director. Shri Sushil Solanki, Shri Dhinal Shah and Shri Rajesh Desai were appointed as Non-Executive Independent Directors for a period of five years from February 13, 2023 through February 12, 2028. Smt. Sangeetha Chhajed was appointed as Non-Executive Independent Woman Director of the Company for a period of five years from July 18, 2024 through July 17, 2029. Shri Rajendra Shantilal Shah was appointed as Non-Executive Independent Director of the Company for a period of five years from September 11, 2024 through September 10, 2029.

The Independent Directors have vast domain knowledge, qualification and experience including in production, procurement, supply chain management, sales, marketing, finance, accountancy, audit, taxation, strategic leadership thinking etc. and have natural flair for good corporate governance practices, risk management and compliances, information technology, data analytics etc. with a proven track record of integrity, competence and leadership.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence. Based on the declarations received from the Independent Directors, the Board after due assessment, confirms that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are independent of the management.

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 of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 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.

b) Executive Directors:

Shri Prakash M. Sanghvi, Chairman and Managing Director, Shri Jayanti M. Sanghvi, Joint Managing Director and Shri Shanti M. Sanghvi, Whole Time Director had been re-appointed for a period of five years from November 1,2023, through October 31,2028. Shri Manoj P. Sanghvi as Whole Time Director & Chief Executive Officer and Shri Prashant

J. Sanghvi as Whole Time Director had been appointed for a period of five years from September 11, 2024 through September 10, 2029.

c) Directors retiring by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shanti M. Sanghvi, Whole Time Director and Shri Manoj Prakash Sanghvi, Whole Time Director & Chief Executive Officer of the Company, retire by rotation at the ensuing 42 nd Annual General Meeting and being eligible offer themselves for re-appointment.

d) Performance Evaluation of Directors:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The way, the evaluation has been carried out has been explained in the Corporate Governance Report.

e) Payment of commission to the Non-Executive Directors:

Your Company pays commission to the NonExecutive Directors (including Independent Directors) subject to maximum 0.50% of the net profits of the Company for a Financial Year calculated as provided under the Companies Act, 2013 and rules made thereunder. The details of the payment to them are given in the Corporate Governance Report.

f) Remuneration Policy:

The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.

The policy of the Company on directors appointment, including criteria for

determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company at . The highlights of the Remuneration Policy and other details are given in the Corporate Governance Report, which is forming part of Boards Report.

g) The details of programmes for familiarisation of 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 and related matters are put up on the website of the Company at the web link: .

h) The Company has undertaken Directors and Officers insurance for all the Directors of the Company pursuant to Regulation 25 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

B) KEY MANAGERIAL PERSONNEL:

The following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the Rules framed thereunder.

1. Shri Prakash M. Sanghvi, Managing Director

2. Shri Jayanti M. Sanghvi, Joint Managing Director

3. Shri Shanti M. Sanghvi, Whole Time Director

4. Shri Manoj P. Sanghvi, Whole Time Director & Chief Executive Officer

5. Shri Prashant J. Sanghvi, Whole Time Director

6. Shri Vimal Katta, Executive Director (Finance) & Chief Financial Officer

7. Shri Anil Maloo, Company Secretary & Compliance Officer

In terms of Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed Shri Anil Maloo, Company Secretary as the Compliance Officer of the Company.

There is no change in the Key Managerial Personnel during the year under review.

10. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the Independent Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2025-26.

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 at March 31,2026 and of the profits of the Company for the financial year ended on March 31, 2026.

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. BOARD MEETINGS

The Board of Directors met 4 times during the Financial Year 2025-26 and having a gap of not more than 120 days between 2 consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are given in the Corporate Governance Report, which is forming part of this Report.

12. AUDIT COMMITTEE

As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee is given in

the Corporate Governance Report. As at March 31, 2026, Shri Dhinal A. Shah is the Chairman of the Committee and Shri Sushil Solanki, Shri Jayanti M. Sanghvi and Smt. Sangeetha Chhajed are the Members of the Committee.

During the year under review, the Board had accepted all the recommendations of the Audit Committee.

13. INDEPENDENT AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (ICAI Firm Registration No. 104744W) Independent Auditors of the Company shall hold office till conclusion of the 44 th Annual General Meeting to be held in the calendar year 2028.

The Independent Auditors of the Company have carried out the Audit of the Financial Statements of the Company for the year ended on March 31, 2026 and submitted their Report. The Auditors Report does not contain any qualification, reservation or adverse remark.

14. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with rules made thereunder, an Independent Chartered Accountant Firm have been appointed as Internal Auditor and the quarterly Reports are submitted to Audit Committee of the Board of Directors of the Company, for its review. The Audit Committee formulates the scope, functioning, periodicity and methodology of the internal audit.

15. COST AUDITORS

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

Your directors have, based on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, as the Cost Auditors of the Company to audit the Cost accounts for the Financial Year 2026-27 at a remuneration of 2,00,000/- plus taxes as applicable and out of pocket expenses subject to ratification of the remuneration by the Shareholders in ensuing 42 nd Annual General Meeting. Accordingly, a resolution seeking Shareholders ratification for the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, is included in the Notice convening the 42 nd Annual General Meeting. The Board of Directors recommends passing of the resolution by way of Ordinary Resolution.

Your Company has received consent from M/s. N. D. Birla & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the Financial Year 2026-27 along with a certificate confirming their independence and arms length relationship.

16. SECRETARIAL AUDITORS

I n terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, is required to appoint the Secretarial Auditors of the Company to conduct an audit of the secretarial records of the Company. Pursuant to Regulation 24A(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (the Listing Regulations), the Company is required to undertake Secretarial Audit by a Secretarial Auditor, who shall be a Peer Reviewed Company Secretary and annex the Secretarial Audit Report, with the annual report of the Company.

Pursuant to the amended Regulation 24A(1)(b) read with (1C) of the Listing Regulations, w.e.f. April 1, 2025, the Company on the recommendation of the Board of Directors shall appoint Secretarial Auditor for not more than one term of five consecutive years, if the Auditor is an individual, with the approval of its Shareholders in its Annual General Meeting.

The Board of Directors at its meeting held on May 16, 2025 and the Shareholders at its 41 st Annual General Meeting held on September 9, 2025 have appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditors of the Company to conduct an audit of the secretarial records, for five consecutive years commencing from April 1, 2025 through March 31, 2030 that is from Financial Year 2025-26 to Financial year 2029-30.

17. REPORTING OF FRAUD AS SPECIFIED UNDER THE COMPANIES ACT, 2013

The Independent Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

18. SECRETARIAL STANDARDS

The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India. The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

19. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. During the year under review, CRISIL Ratings Limited has re-affirmed AA/positive rating for the Companys long-term bank borrowings and re-affirmed A1+ for its short-term bank borrowings.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Companys Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/tighten to meet the fast changing business requirements.

All the Departmental Heads/Functional Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes under their respective divisions/ department/functions are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Independent Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

21. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy and technology absorption

Information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure- A which is forming part of this report.

The Company has installed windmills and Solar Power Panels at various places for Green Energy Generation, thus continuing to contribute, in a small way, towards a greener and cleaner earth.

Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned in Annexure- A.

22. RISK MANAGEMENT

Your company has an elaborate Risk Management procedure covering various Risks including Business, Operational, Financial, Sectoral, Market, Regulatory and Compliance, Sustainability, Human Resources, Information and Cyber Security and Strategic Risks and its Assessment, measurement and mitigation processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on

a continuous basis within the risk appetite as approved from time to time by the Board of Directors.

Your Company has a Risk Management Committee in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key risks and mitigating actions are being placed before the Committee and the Board of Directors of the Company. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.

23. SUBSIDIARIES, THEIR PERFORMANCE AND CONSOLIDATED FINANCIAL STATEMENTS

(a) Ravi Technoforge Private Limited, Rajkot:

As reported in earlier Boards Report, your Company had entered into Agreement on October 5, 2022 for subscription and acquisition of Equity Shares and acquired 53% Equity Shares in Ravi Technoforge Private Limited, Rajkot, (RTL) on October 28, 2022 for 97.88 Crores. The 1 st Tranche of 53.00% stake acquisition consisted of 26% of the issued, subscribed and paid-up share capital through share subscription in RTL under the preferential allotment and 27% of the issued, subscribed and paid-up share capital in RTL (post dilution) through purchase from the existing shareholders. During FY 2024-25, your Company had acquired further 27.02% stake in RTL by acquiring 41,22,000 Equity Shares of 10.00 each at a price of 81.00 per share (including premium of 71.00 per share) aggregating to 33.39 Crores from the existing Shareholders of Ravi Technoforge Private Limited, under 2 nd Tranche. Consequent upon the above acquisition, as on August 31, 2024, the Company was holding 1,22,08,050 Equity Shares of 10.00 each in RTL that is 80.02% of the total equity share capital consisting of 1,52,56,716 Equity Shares of 10.00 each of RTL.

As per the Agreement, the 3 rd Tranche of 19.98% shall be completed not later than July 31,2027, however, the acquisition of the 3 rd Tranche shall be subject to certain options as may be opted by the existing shareholders of the RTL during that time.

The Company on September 18, 2025, entered into a Master Amendment Agreement to the Share subscription cum Purchase Agreement and Shareholders Agreement with RTL and the existing/ selling shareholders of RTL, and altered certain terms and provisions of the Share Subscription cum Purchase Agreement and Shareholders Agreement dated October 5, 2022, details of alterations are as under:

1. the existing shareholders shall invest further capital in RTL (including without limitation by way of rights issue, preferential issue or any other manner) so as to ensure that at all times

their shareholding in RTL does not fall below 25% (twenty five percent) of the total issued, subscribed and paid-up Equity Share Capital of RTL, on the Fully Diluted Basis.

2. The total shareholding of your Company shall not exceed 75% (seventy five percent) of the total issued, subscribed and paid-up Equity Share Capital in RTL, on the Fully Diluted Basis;

I n view of above, certain options available to the existing/selling Shareholders under the 3 rd Tranche, have been modified and the existing/ selling Shareholders and the Company shall continue to hold their respective shareholding in the above-mentioned ratio.

Further, the RTL had come out with an Issue of 50,85,572 Rights Equity Shares of 10 each at a premium of 90 per Equity Share for cash, aggregating to 50,85,57,200 on Rights basis to the existing Shareholders of the Company.

I n view of the Master Amendment Agreement to the aforesaid Agreements, the Company on September 18, 2025 subscribed to 30,48,669 Equity Shares of 10 each of RTL at an issue price of 100 per share (including premium of 90 per share) aggregating to 30,48,66,900 by way of subscription to the equity shares offered on a Rights basis.

Consequent upon the above subscription on a Rights basis, your Company now holds 1,52,56,710 Equity Shares of 10 each in RTL resulting into the dilution in its shareholding from 80.017% to 75.00% of the total issued, subscribed and paid-up equity share capital of 2,03,42,288 Equity Shares of 10 each.

RTL is engaged into manufacturing of high precision forged and turned bearing rings, gear blanks and other similar bearing components having ultimate end use across diverse industrial and mobility applications.

During the Financial Year 2025-26, Ravi Technoforge Private Limited has achieved Revenue from Operations of 376.67 Crores compared to 284.09 Crores in the previous year and Total Income of 380.73 Crores compared to 287.62 Crores in the previous year.

The Total Income for the Financial Year 202526 was higher by 32.37 % as compared to the previous Financial Year 2024-25. The Profit After Tax during the year under review was higher by 82.93% at 18.25 Crores as compared to the previous year of 9.98 Crores.

(b) Ratnamani Finow Spooling Solutions Private Limited, Ahmedabad:

As reported in earlier Boards Report, a joint venture agreement between Ratnamani Metals and Tubes Limited (RMTL) and Technoenergy AG, Switzerland (TEAG) (herein-after called as JV partners) was entered into on September 22, 2023 to form a joint venture Company namely Ratnamani Finow Spooling Solutions Private Limited in India, a subsidiary Company. The said subsidiary company was incorporated on September 27, 2023 with Authorised Capital of 360.00 Lakhs and initial paid up capital 270.00 Lakhs, the Shareholding is in the ratio of 51% to be held by RMTL and 49% to be held by TEAG, thereby the Company has subscribed 13,77,000 Equity Shares of 10.00 each. Any further issuance shall be brought in by the JV Partners, in their respective ratio of shareholding. RMTL reserves right to increase its shareholding upto 60% of the paid-up capital in the Company on fully diluted basis upon incurring any major capex in future. The purpose of the Joint Venture subsidiary Company is for providing pipe spooling solutions, fittings and auxiliary support systems for piping and tubing applications.

Through this JV, RMTL proposes to wider its product basket by providing comprehensive piping and spooling solutions in India and across the globe to the end consumers. Your Company possesses necessary infrastructure and strong reputation in the market to complement and supplement TEAG (and its group companies) for providing spooling solutions considering the focus for localization in various critical sectors.

FINOW GmBH a Subsidiary of TEAG based out of Germany, is operating in this segment since decades and possess strong technical expertise in manufacturing of the various types of high precision pipe spools, fittings, hanger support systems and auxiliary piping & tubing support solutions for power plants, chemical plants, oil & gas industries, water management and other industrial applications.

RMTL is assisting the subsidiary company by providing necessary support for setting up the manufacturing facility in Gujarat along with general management and administration of the Company. While TEAG shall provide necessary technical expertise and know-how to the joint venture subsidiary company.

During the year under review, Ratnamani Finow Spooling Solutions Private Limited achieved Revenue from Operations of 390.47 Crores compared to 55.61 Crores in the previous year, Total Income at 401.77 Crores compared to 56.12 Crores in the

previous year and profit after tax for the year was at 89.57 Crores compared to loss of 6.71 Crores in the previous year.

(c) Ratnamani Inc., USA:

Your Company has a Wholly Owned Subsidiary in the State of Texas, USA namely Ratnamani Inc. for the purpose of marketing of its products.

During FY 2025-26, Ratnamani Inc. achieved Revenue from Operations of USD 2,43,674 compared to USD 2,56,202 in the previous year. The Profit after Tax was USD 19,517 compared to USD 19,230 in the previous year.

(d) Ratnamani Middle East Pipes Trading LLC OPC, Abu Dhabi, UAE:

As reported in earlier Boards Report, your Company had incorporated a wholly owned subsidiary company namely Ratnamani Middle East Pipes Trading LLC OPC on April 16, 2024 at Abu Dhabi in United Arab Emirates, for marketing of the Companys products. Your Company had subscribed 100% of the paid-up Share Capital of Emirati Dirhams 50,000 divided into 100 shares of 500 Emirati Dirhams each. During the period under review, Ratnamani Middle East Pipes Trading LLC OPC achieved Revenue from Operations of AED 2,65,155 compared to AED 1,47,736 in the previous year, and the Net profit stood at AED 12,626 compared to AED 7034 in the previous year.

(e) Ratnamani Trade EU AG, Lucerne, Switzerland:

As reported in earlier Boards Report, your Company had entered into a Joint Venture/Shareholders Agreement executed with Technoenergy AG, Switzerland on December 19, 2023, to form a Company namely Ratnamani Trade EU AG in Lucerne, Switzerland. Your Company, on December 18, 2024, acquired 60% shares in the Company by subscribing to 60,000 Shares of EURO 10 each.

During the year under review, due to commercial reasons and keeping in mind the long-term interest of the Company, on September 06, 2025 it executed a Share Purchase Agreement with Technoenergy AG, Switzerland to purchase its entire shareholding of 40,000 Shares of Euro 10 each held by it on par value, at a consideration of EURO 4,00,000, and hence, Ratnamani Trade EU AG became a wholly owned subsidiary company of the Company with effect from September 24, 2025 upon acquisition of the shares.

The purpose of subsidiary company is to promote and distribute your Companys Stainless-Steel Products in the European market. The subsidiary Company shall be the exclusive trading house to import and distribute various categories of

stainless-steel products in Europe, which are manufactured by RMTL under its brand. It would help your Company to develop its local presence, branding, superior servicing to European customers and also to meet the faster delivery commitments by maintaining the stock of its key products.

During the period under review, Ratnamani Trade EU AG achieved Net Revenue from Supplies of EURO 11,868,403 and Earnings After Taxes of EURO 5,424. During the 15 months period beginning from January 1,2024 to March 31,2025, Ratnamani Trade EU AG had Net Revenue from Supplies of EURO 9,701,332 and Earnings After Taxes of EURO (6,369).

(f) Ratnamani Middle East Company, LLC., Dammam, Kingdom of Saudi Arabia:

As reported in earlier Boards Report, your Company had entered into Joint Venture cum Shareholders Agreement with Saudi Electric Supply Company Limited (SESCO), Kingdom of Saudi Arabia, a Tamimi Group Company on April 10, 2025, to form a Joint Venture Company (JV Company) at Dammam or any place in the Kingdom of Saudi Arabia, which shall be a subsidiary Company and shall set up a manufacturing facility of seamless products. The shareholdings of the JV Company upon incorporation would be 75% with your Company and 25% of the equity shareholding shall be with SESCO.

On August 25, 2025, Ratnamani Middle East Company, LLC was incorporated as a subsidiary company in the form of Joint Venture, at Dammam, Kingdom of Saudi Arabia (KSA). Your Company shall subscribe to 75% of the paid-up share capital by subscribing to 75 shares of 20,000.00 Saudi Riyal each and balance 25% of the paid-up share capital shall be held by Saudi Electrical Materials Company Limited, KSA, a Saudi Electric Supply Company Limited (SESCO) group company.

The purpose of the proposed JV Company is to provide the critical Stainless Steel tubing solutions to the consumers in the Kingdom of Saudi Arabia (KSA)/ Gulf Co-operation Council (GCC) Countries and to the rest of the world also on opportunities basis. The JV shall fulfil the objective of manufacturing seamless products locally, which are presently being imported by the consumers of KSA/GCC. It would help the Company to develop its local presence, branding and superior servicing to KSA/GCC Customers.

SESCO group is engaged in the business of providing comprehensive supply chain solutions to the large process industries in Oil & Gas, Petrochemicals, other heavy industries and large construction & infrastructure segment. SESCO is based out in Saudi Arabia and shall provide all the support from all its

sister companies within the Tamimi Group, for project implementation, assessment of the Saudi market, legal support, assisting in operations, management and complying with laws of the land.

(g) Ratnamani Foundation (Section 8 limited by guarantee Company under the provisions of Companies Act, 2013):

Your Company along with other subsidiary companies namely Ravi Technoforge Private Limited and Ratnamani Finow Spooling Solutions Private Limited, incorporated a Section 8 company (a company limited by Guarantee) in the name of Ratnamani Foundation on September 5, 2025. Ratnamani Foundation (non-profit entity) will serve as an Implementing Agency for the Corporate Social Responsibility (CSR) activities of the Company and its subsidiaries, as prescribed under Schedule VII of the Companies Act, 2013, with an object of promotion of commerce, art, science, sports, education, research, social welfare, healthcare, charity, protection of environment or any such other objects/activities including those enumerated in Schedule VII of the Companies Act, 2013 (including any amendment or rectification) and it shall apply its surplus, if any, and/or other income in promoting its objects; and it shall prohibit the payment of any dividend to its members.

The Board of Directors periodically reviews the performance of the subsidiary companies. Details of the same is enumerated in the Corporate Governance Report, which is forming part of this report.

In accordance with Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries (except non-profit entity), which forms part of the Annual Report. Further, the report on the performance and financial position of each subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report at Annexure- B.

Your directors have pleasure in attaching the Consolidated Financial Statements for the Financial Year ended on March 31, 2026 pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Financial Statements of the subsidiary companies are available on our website and the ratnamani.com/investors relations.html#left-tab4.

Except as stated above, there is no other Company, which has become or ceased to be subsidiary, joint venture or associate company, of the Company. There has been no material change in the nature of the business of the subsidiaries.

Your Company does not have any material subsidiary Company. The policy for determining material subsidiary(ies) of the Company has been provided at the website of the Company at .

24. CORPORATE GOVERNANCE REPORT

Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down under the Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with in letter and spirit. The details are given in Annexure- C.

The Board has framed Code of Conduct for all Board Members and Senior Management of the Company and they have affirmed the compliance during the year under review.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Secretarial Auditors Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is set out in a separate section included in this Annual Report and forms part of this Report. The Audit Committee has reviewed the Management Discussion and Analysis of financial conditions and results of operations during the year under review.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The key philosophy of all CSR initiatives of the Company is guided by the Companys philosophy of giving back to the society as a responsible corporate citizen. The Companys CSR policy provides guidelines to conduct CSR activities of the Company.

The CSR Policy may be accessed on the Companys website at the web link:

The Company has identified the following as Thrust areas:

a) Promoting education, including employment

enhancing vocational skills and special education, with focus on children, women, elderly and the differently abled ones and also to actively support livelihood enhancement projects;

b) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

c) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources, maintaining quality of soil, air and water, using green energy and taking other initiatives for environmental protection (including Pond deepening, rain-water harvesting);

d) Promoting gender equality, empowering women, day care centres and measures for reducing inequalities faced by socially and economically backward groups;

e) Rural development projects;

f) Training to promote rural sports, nationally recognised sports, Paralympic and Olympic sports;

g) Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans and their dependents including widows.

During the year, the Company has spent 1,021.65 Lakhs on CSR activities out of the budget for FY 2025-26. During the year under review, the Company has also spent 487.73 Lakhs, out of the CSR budget for the pervious years. The details of CSR activities and expenses are given in Annexure- D.

27. ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company can be accessed from the website of the Company at .

28. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure- E to this Report.

29. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT

A) In terms of Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report for the Financial Year ended March 31, 2026 is annexed with the Boards Report and forms part of the Annual Report as given in Annexure- F. Further, the Secretarial Audit Report for the FY 2025-26 does not contain any qualification, observation, reservation, adverse remark or disclaimer.

B) In terms of Regulation 24A(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report signed by Secretarial Auditor of the Company for the Financial Year ended on March 31, 2026 has been submitted to the Stock Exchanges by the Company. The said Secretarial Compliance Report may be accessed from the website of the Company at . The Secretarial Auditor satisfies the conditions mentioned in Sub-Regulations (1A and 1B) of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR) AND ASSURANCE OF BRSR CORE

As per the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report containing a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives, is forming part of the Annual Report.

Your Company shall obtained reasonable assurance of Business Responsibility and Sustainability Report Core for the FY 2025-26 and limited assurance of other data from M/s. Deutsch Quality Systems (India) Private Limited. The Assurance Report shall form part of the Business Responsibility and Sustainability Report.

However, in terms of NSE circular no. NSE/CML/2024/11 dated May 10, 2024 and BSE Notice No. 20240510-48 dated May 10, 2024 pertaining to Business Responsibility and Sustainability Report - FAQs & General Observations/ Guidelines for filing of BRSR, the Business Responsibility and Sustainability Report for the Financial Year 2025-26 are not being annexed to the Annual Report and the same relations.html#left-tab4.

31. DISCLOSURES

A. Vigil Mechanism/Whistle Blower Policy:

The Company has Vigil Mechanism/Whistle Blower in the terms of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One may access the Chairman of the Audit Committee through an e-mail or a letter addressed to him, who is a designated director

under the policy. No person is denied access to the Chairman of the Audit Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency among all its stakeholders.

The Policy on vigil mechanism/whistle blower policy may be accessed on the Companys website at the Code and Policy/Vigil Mechanism Policy.pdf

B. Related Party Transactions:

The Company has framed a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board has been hosted on the Companys website at the web link:

All the related party transactions and subsequent material modifications, if any, were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no material related party transactions entered into by the Company with Promoters, Promoters Group, Directors, Key Managerial Personnel or other designated persons or related party that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Related Party Transactions are placed before the Audit Committee and also before the Board for its approval. The Company obtains prior omnibus approval of the eligible related party transactions of the Audit Committee, which fulfils the criteria. The Audit Committee quarterly reviews all the related party transactions entered into by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Section 188(2) of the Companies Act, 2013 is mentioned in the Form AOC - 2, which is given in Annexure - G.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the Standalone/ Consolidated Financial Statements forming part of Annual Report for the FY 2025-26.

C. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2025-26, there was no complaint/case of sexual harassment received and hence no complaint remains pending as on March 31,2026.

(1) Number of complaints pending as on beginning of the year - Nil

(2) Number of complaints of sexual harassment received in the year - Nil

(3) Number of complaints disposed off during the year - Nil

(4) Number of cases pending for more than ninety days - Nil

D. Maternity Benefit Act, 1961:

During the year under review, the Company has duly complied with all provisions of the Maternity Benefit Act, 1961 and has extended all statutory maternity benefits, leave entitlements, and medical benefits to eligible women employees during the year, wherever applicable.

E. Disclosure of Events or Information:

In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a policy for determination of materiality of events and pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said policy can be accessed from the website of the Company at .

Your Company has authorised the Key Managerial Personnel (KMP) jointly and severally for the purpose of determining materiality of an event or information and making disclosures to the Stock Exchanges.

F. Ratnamani Employee Stock Option Scheme - 2024:

With a view to attract, retain, motivate, and reward key employees of the Company for their performance and to motivate them to continue to contribute to the growth and profitability of the Company, and to attract fresh best talent, the Company has granted stock options to eligible employees under the Ratnamani Employee Stock Option Scheme - 2024 (RMTL ESOS 20247ESOP Scheme).

The Company, vide special resolutions passed by the Shareholders at their meeting held on August 27, 2024, approved grant of up to 36,00,000 options to eligible employees of the Company and its subsidiary company(s). In terms of the said approval, the Nomination and Remuneration Committee (Compensation Committee) of the Company administers the RMTL ESOS 2024 and grants stock options to eligible employees. The Committee determines eligibility of the employees to receive options, the number of options to be granted, the exercise price, the vesting period and the exercise period etc.

Accordingly, the Nomination and Remuneration Committee (Compensation Committee) at its meeting held on November 14, 2024 granted 4,31,224 Options to the eligible employees of the Company and its subsidiary company under the Grant I.

The Nomination and Remuneration Committee (Compensation Committee) at its meeting held on November 6, 2025 granted 5,74,578 Options to the eligible employees of the Company and its subsidiary company under the Grant II.

The eligible employees are entitled against each option to subscribe for one equity share of face value of 2.00 each at an exercise price which would be at a discount of 25% from the market price as on the date of the Grant by the Nomination and Remuneration Committee (Compensation Committee). As per the approved scheme, the Eligible employees are entitled to exercise the option within a period of maximum three years from the date of each vesting. In the case of termination of employment by the Company due to misconduct, all options, vested or not, stand cancelled immediately. In case of voluntary resignation, all un-vested options stand cancelled. In case of retirement of employees, vested options are exercisable as per the schedule of vesting and are exercisable within a period of 12 months. The detailed Ratnamani Employees Stock Option Scheme may be referred to from the website of the Company at .

The Employee Stock Options under the said grant shall vest over a period of five years that is 20% every year and as per the terms approved by the Nomination and Remuneration Committee (Compensation Committee), the eligible employees are entitled to exercise the option within a period of 1 year from the date of each vesting, failing which the Options shall stand cancelled.

There is no material change in the ESOP Scheme during the financial year under review.

The ESOP Scheme has been formulated in accordance with the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Scheme as required under the above-mentioned SEBI Regulations are available on com/download/Financials/disclosure-reg-14-SEBI- (SBEB-and-SE)-regulations-2021/31Mar2026.pdf.

The certificate of Secretarial Auditor in terms of Regulation 13 of the aforesaid Regulations confirming compliance of the RMTL ESOS 2024 Scheme with the above-mentioned SEBI Regulations and as per the resolution passed by the Shareholders of the Company, shall be placed before the ensuing 42 nd Annual General meeting of the Company and is available for electronic inspection at the ensuing 42 nd Annual General meeting of the Company.

G. General:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:

a) There has been no material change in the nature of business during the year under review.

b) There has been no i) Issue of equity shares with differential rights as to dividend, voting or otherwise or ii) issue of equity shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

c) There were no material changes or commitments affecting the financial position of the Company and except as reported in the Boards Report, there are no other events to report that has happened subsequent to the date of financial statements and the date of this report.

d) Neither the Managing Director, Joint Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Companys operations in future.

f) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

g) There is no instance for one time settlement with Banks or Financial Institutions. Hence, there is no question 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.

APPRECIATION

Your directors place on records their gratitude for the valuable support rendered by the various stakeholders such as shareholders, customers, and suppliers, investors, business associates, joint venture partners, subsidiaries, Government of India, various State Government departments, Banks, regulatory authorities and their officials. The directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success.

The directors look forward to the continued support of all stakeholders in future also.

For and on behalf of the Board of Directors
	PRAKASH M. SANGHVI
Place: Ahmedabad	Chairman and Managing Director
Date: May 15, 2026	DIN: 00006354

ANNEXURE: A

ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

(A) CONSERVATION OF ENERGY

The Company is constantly striving to have high degree of optimisation, conservation of energy and absorption of technology. Major initiatives taken by the Company during the Financial Year 2025-26 are listed below:

I. The steps taken or impact on conservation of Energy:

i. Installation of AC Variable Frequency Drive (VFD) 20 HP for AUT/Final Inspection Hydraulic Power Pack Motor to reduce the energy consumption.

ii. I nstallation of a Timer system on Edge Milling for Hydraulic Power Pack Motor automatically off in the idle condition after 30 second to reduce the energy consumption.

iii. Installation of AC Variable Frequency Drive (VFD) 60 HP for the Pipe Forming Press main Hydraulic Power Pack Motor to reduce the energy consumption.

iv. Installation of Highly Energy Efficient Servo Drives and Variable Frequency Drives in Pilger Mills at Indrad Plant. This fully automated setup aims to reduce energy consumption while enhancing the productivity.

v. Replacement of different conventional lights with the Energy Efficient LED Lights at Indrad & Kutch Plants.

vi. Installation of 25 KW roof top Solar Plant at Sundargarh Plant aimed at harnessing green energy.

vii. Installation of AC Variable Frequency Drive (VFD) (Total Rating-1500 KW) in Pipe Conveyor line to enhance the quality of Pipe as well as to increase the Productivity.

viii. Servo hydraulic system (Demand base VFD controlled Power pack) installed in place of conventional hydraulic system to reduce energy consumption and increase the Productivity.

II. The steps taken by the Company for utilising alternate sources of Energy:

From the roof top Solar Plant of 960 KW, we use Solar Energy of 15,54,500 Kwh per year for the power consumption of machineries at Indrad Plant and from the roof top Solar Plant of 37.5 KW, we use Solar Energy of 47,196 Kwh per year for the power consumption of Office Building at Indrad Plant.

From the roof top Solar Plant of 25 KW, we use Solar Energy of 36,000 Kwh per year for the power consumption at Sundargarh Plant.

III. The Capital Investment on Energy Conservation Equipment:

The Company has made the Capital Investment of 7.21 Lakhs for LED Lighting Fixtures on Energy Conservation Equipment at Indrad & Kutch Plant. The Company has also made the Capital Investment of 73.00 Lakhs for VFD for Conveyor at Kutch Plant and Capital Investment of 11.00 Lakhs for the purpose of installation of 25 KW roof top solar systems at Sundargarh Plant.

(B) TECHNOLOGY ABSORPTION

I. The efforts made towards technology absorption:

At Kutch plant- Stainless Steel division:

a) New Straightening Machine was installed,

commissioned & trialed successfully.

b) New 24+4 Head Sectional Pipe Polishing

Machine installed, commissioned & trialed successfully.

c) At Tube Mill, new online induction bright annealing system was installed, commissioned & trialed successfully.

d) I n house extension of pipe trolley was done in ITW from 6 Meters to 12 Meters for welding of 12 Meters Pipes, trial was taken successfully.

e) For BAF, new chiller unit was installed,

commissioned & trialed successfully.

f) New dust collector was installed for 24+4 Head Sectional Pipe Polishing Machine and trialed successfully.

g) At Tube Mill, Upgrade obsolete drives with latest new drives were installed, commissioned & trialed successfully.

h) At Tube Mill, the DC drives and motors were replaced with AC drives and motors, installed, commissioned and trialed successfully.

i) At Tube Mill, the cutting unit system has been electrically modified in-house with indigenous system, programmed and performed the trial successfully.

j) Manual Pipe transfer trolleys were modified in house with battery operated Pipe transfer trolley in SS plant at Kutch.

k) At Tube Mill, in house developed and installed new strip joint, shearing and leveler unit and the trial completed successfully for maximum thickness of 10.0 mm Pipes.

l) In house developed, installed and

commissioned the coil UT handling system with automation for automatic coil UT testing.

m) Automatic UT testing system was installed and commissioned successfully for coil UT testing.

n) At QC lab, new set up was installed for the corrosion testing with fume hood facility and continuous monitoring of the temperature.

At Kutch & Odisha plant - Carbon Steel division -

Spiral and Coating plant:

a) Installed AC Variable Frequency Drive (VFD) for Conveyor application in the Spiral Plant and for the Cranes in Spiral and ERW Plant.

b) Replaced the existing tank with modified tank design and electrical heaters of fiux recovery system in the Spiral Plant.

c) Successful installation of the RECD on ERW DG set to meet the legal requirements of the GPCB, as per new guidelines under ISO-8178 Standard, for reducing the carbon emissions.

d) Servo hydraulic system (Demand base VFD controlled Power pack) installed in place of conventional hydraulic system to reduce the energy consumption and increase the Productivity.

e) Installed Online Spiral Mill Pipe Plant (including online coil joint, mill, coil cut, offlines, RTR, bevelling, hydro tester, repair station, cross jointer, and handling system) for production.

f) Old conventional analog X-ray system was replaced by the digitally controlled system.

At Chhatral plant:

a) I nstallation of Pneumatic Valve System for the Manual Flux Feeding System at internal Welding for controlling the consumable materials.

b) Installation of 12 Sensors against the limit switches at Both Edge Millings and Head for minimising the Break Down.

c) I nstallation of Siren cum Indication light at RT & RTR Conveyor Line for x-ray radiation Safety purpose.

d) Installation of Servo Motors with Servo Drive at Pipe End Bevelling Machine Wagon Application purpose for increasing the productivity as well as the Pipe Quality.

e) Installation of MCC Panel against the Servo Panel at Plate Yard Flame Cutting Machine for minimise the breakdown as well as to reduce the maintenance cost.

f) Installation of Heater with Thermocouple at the External Welding Machine Flux Hooper for Welding by maintaining the desired temperature.

g) Installation of Conveyor line MCC Panel with Automation for RT to Store for Smooth Operation and Minimise the Manpower.

h) Installation of Geared Motor with MCC Panel at both furnace for Smooth Operation, minimise the Manpower & increase the productivity.

At Indrad plant:

a) I nstalled Billet transfer trolley to BUCM and inhouse programming done for auto transfer of Billet from Gantry to BUCM to avoid the human efforts.

b) I n house prepared the Bar polishing machine with Electrical Panel and installed for auto Bar polishing process.

c) I n house prepared the Straightening Machine and installed the same.

d) Modified the Extrusion Press to run out cooling bed logic program for running the single conveyor for Less than 12 meter tube and running both the conveyors for Greater than 12 meter pipe to reduce the energy consumption.

e) I nstalled HP Horizontal Brushing Arm for auto container cleaning operation in the Extrusion Press.

f) Installed computer system & In house developed the online Hydro Pressure Testing Data Recording SCADA System to get the trend analysis of hydro pressure test data for all hydro pressure test machines easily.

g) Installed 72 TR Chillar Plant in BHTF to increase the cooling efficiency in Bright Annealing Tubes.

h) Increased the Length of HPT Testing bed for testing of 25 Meter Tube to increase the testing feasibility.

i) Installed additional hydro pressure test on same bed of HPT for utilizing the double tube testing facility of less than 10 meter tube on single hydro pressure testing machine.

j) Installed 750KVA DG Set for provision of emergency power supply in utility of Extrusion Press (Induction cooling pumps, Cooling

towers, Induction furnace Circulation pumps, Auxiliary load of PLC Control systems, Servo drives) HTF Compressors.

k) Installed 200 KVA Transformer & Induction Heater for the horizontal press container for providing fast and uniform heating of container in Extrusion press and integrate it with the existing extrusion press logic program.

The above efforts have resulted in quantity improvement, enhanced yields, higher through put and reduction in manpower.

II. The Benefits derived like product improvement,

cost reduction, product development or import

substitution:

At Kutch plant- Stainless Steel division:

a. Installation of straightening machine has enhanced the facility & increased the productivity.

b. Installation of 24+4 Head Sectional Pipe Polishing Machine has enhanced the facility & increased the Productivity.

c. With new Tube Mill, new online induction bright annealing system had increased the tubing facility and enhanced the productivity.

d. With the extension of pipe trolley done in ITW from 6 meters to 12 meters for welding 12 meters pipes, it has enhanced the facility and increased the productivity.

e. I nstallation of chiller at BAF in Bay, Improves gas quenching, resulting in better tube quality and increase in the productivity.

f. Installation of Dust Collector for 24+4 Head sectional pipe polishing machine, has improved workplace cleanliness, reduced dust emission, enhanced operator safety and improved product quality.

g. With the Upgradation of Tube Mill, the old drives with new drives resulting in ease of availability, reduction of breakdowns and increase in the productivity.

h. Replacement of DC drives and motors at Tube Mill, with AC drives and motors result in the ease of availability, reduction of breakdowns, reduction of spare & maintenance cost, and increase in the productivity.

i. I n house modification of the Tube Mill, cutting unit results in self-dependability, ease of spare availability and enhanced safety features & productivity.

j. Modification of trolleys, resulting in reduction of manpower, enhanced the safety, facility & productivity.

k. In house development of Tube Mill, new strip joint, shearing and leveler resulting improvement of operator safety, enhancement of facility and increase in the productivity.

l. In house development of Coil UT handling system facilitates the automatic uncoiling, UT testing and re-coiling the coils.

m. Installation of UT testing system to facilitate the coil UT testing facility & increased the productivity.

n. I nstallation of the corrosion testing with fume hood facility and continuous monitoring of temperature at QC Lab eliminates fumes exposure in lab, enhancement of facility, increase in reliability & increase in the customer satisfaction and continuous boiling record availability.

At Kutch & Odisha plant - Carbon Steel division -

Spiral and Coating plant:

a. By installing the VFD in the Conveyors & Cranes, the jerk has been eliminated and smooth operation achieved with the better motor and gearbox life.

b. With the modified tank design and electrical heaters, the life of the electrical heaters improved & maintenance cost reduced, fiux uniformly heated & improve the product quality, also minimized the air pollution during fiux transfer.

c. Installation of the RECD on ERW DG set to meet the legal requirements of the GPCB, also for reducing the carbon emissions.

d. By installing the demand base VFD controlled hydraulic power pack, two set point speed operation applied and saved energy consumption with improved motor and gear box life.

e. Installed online Spiral Mill Pipe Plant (including online coil joint, mill, coil cut, offlines, RTR, bevelling, hydro tester, repair station, cross jointer, and handling system) for production.

f. Old conventional analog x-ray system was replaced by the digitally controlled system to increase the product quality and also to increase the productivity.

At Chhatral plant:

a. Installation of AC Variable Frequency Drive (VFD) 20 HP for AUT/Final Inspection Hydraulic Power Pack Motor to reduce the energy consumption.

b. I nstallation of a Timer system on Edge Milling for Hydraulic Power Pack Motor automatically off in the idle condition after 30 second to reduce the energy consumption.

c. Installation of AC Variable Frequency Drive (VFD) 60 HP for the Pipe Forming Press main Hydraulic Power Pack Motor to reduce the energy consumption.

d. I nstallation of Pneumatic Valve System for the Manual Flux Feeding System at internal Welding for controlling the consumable materials.

e. Installation of 12 Sensors against the limit switches at both Edge Millings and Head for minimising the Break Down.

f. I nstallation of Siren cum Indication light at RT & RTR Conveyor Line for x-ray radiation Safety purpose.

g. Installation of Servo Motors with Servo Drive at Pipe End Bevelling Machine Wagon Application purpose for increasing the productivity as well as the Pipe Quality.

h. Installation of MCC Panel against the Servo Panel at Plate Yard Flame Cutting Machine for minimise the breakdown as well as to reduce the maintenance cost.

i. Installation of Heater with Thermocouple at the External Welding Machine Flux Hooper for Welding by maintaining the desired temperature.

j. Installation of Conveyor line MCC Panel with Automation for RT to Store for Smooth Operation and Minimise the Manpower.

k. Installation of Geared Motor with MCC Panel at both furnace for Smooth Operation, minimise the Manpower & increase the productivity.

At Indrad plant:

a) Installed German ROTA 25 Machine and developed in house conveyor logic. Then integrated it with the new electronics UT machine system of Control measure system in for increasing the Ultrasonic testing facility for upto 25 MM Tubes.

b) Installed German Pilger Mill of 221 & 222 - existing discontinued system of S5 changed and installed S7300 PLC with S120 Servo motor with drive system from non used German Spares

and in house developed the programming and the execution for the production process.

c) Installed coil hydro testing machine for providing the coil testing process in coiling shed.

d) Installed the German Polishing Machine.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

1) Bright annealing furnace for tube bright annealing process in pilger Coiling shed of SS Indrad plant.

2) Coil to Coil Bright Annealing machine for coil tube Bright annealing process in pilger coiling shed of SS Indrad Plant.

3) Hydrogen Generator for Bright annealing furnace in pilger coiling shed of SS Indrad plant.

4) SS Tube Coil & Straight tube OD & ID Degreasing Machine for Coil tube degreasing process in SS Indrad plant.

5) Fully automatic sectional pipe polishing machine for polishing at SS Kutch Plant.

6) Fully Automatic UT Testing Machine for Pipe & Coil UT testing at Chhatral & Kutch Plant.

7) Online Spiral Mill Pipe Plant (including online coil joint, mill, bevelling, hydro tester). Facility capacity: 143, 25 mm x 18 meters.

8) Coil UT and Auto weld UT in Spiral Plant.

9) Real Time Radiology and X-Ray Machine.

10) U & S Welding System.

IV. The expenditure incurred on Research and Development:

During the year under review, no expenditure had been incurred in the Research and Development activities.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

i. Export sales: activities, development initiatives and future plans:

The Company is exporting its products across the globe, mainly in the countries like USA, UK, UAE, Saudi Arabia, Tanzania, Switzerland, Bulgaria, other Asian, European, African and Middle East Countries, etc. The Company is striving to increase its exports reach through various business initiatives. The Company keeps close watch on global developments with an aim to cater to global requirements to the maximum extent possible.

The Company is exploring multiple avenues to cater to in the sectors like hydrogen, aerospace, Thermal, water storage/ transportation and renewable energy infrastructure.

ii. Total foreign exchange used and earned:

( in Lakhs)

Particulars	Current year 2025-26	Previous year 2024-25
Foreign Exchange Earnings (FOB)	1,38,348.14	1,69,293.53
Foreign Exchange Outgo	9,838.40	6,063.63

	For and on behalf of the Board of Directors
	PRAKASH M. SANGHVI
Place: Ahmedabad	Chairman and Managing Director
Date: May 15, 2026	DIN:00006354