Sambhv Steel Tubes Ltd Directors Report

To

The Members,

Sambhv Steel Tubes Limited

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

1. FINANCIAL PERFORMANCE :

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

(Amounts in Million)

Financial Results	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	24,132.43	15,113.55	24,132.43	15,113.55
Other Income	72.88	64.88	72.18	53.46
Total Revenue	24,205.31	15,178.43	24,204.61	15,167.01
EBDIT	2,835.87	1,611.19	2,834.23	1,598.28
Less : Finance Cost	433.16	477.78	413.32	472.94
Depreciation & Amortization	485.08	343.83	483.93	343.54
Exceptional Items	-	-	35.10	-
Share of profit / (loss) of equity accounted investees (net of tax)	-	-	(0.01)	(0.01)
Profit Before Tax (PBT)	1917.63	789.58	1,901.87	781.79
Less: Tax Expenses	484.95	209.14	480.36	209.14
Profit After Tax (PAT)	1,432.68	580.44	1,421.51	572.65
Paid Up Share Capital	2,946.71	2,410.02	2,946.71	2,410.02
Reserves & Surplus	7,607.58	2,550.44	7,589.36	2,543.39
Earnings Per Share (EPS) (Face Value Per Share H10/- Each)	5.09	2.41	5.05	2.38

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

2. DIVIDEND:

i. Dividend Distribution Policy

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

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

ii. Dividend

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

3. TRANSFER TO RESERVE :

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

4. OPERATIONS & PERFORMANCE OVERVIEW :

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

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

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

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

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

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

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

6. DEMATERIALISATION OF SHARES:

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

MODE	SHARES	% to Capital
Shares in Demat mode with NSDL	236,718,162	80.33
Shares in Demat mode with CDSL	55,745,767	18.92
Shares in Physical mode	22,07,500	0.75
Total	294,671,429	100.00

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

7. DEPOSITS FROM PUBLIC:

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

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

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

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

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

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

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

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

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

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

Particulars	BSE Limited	National Stock Exchange of India Limited
Scrip Code / Symbol	544430	SAMBHV

10. CHANGE IN SHARE CAPITAL:

Authorised Capital:

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

Paid-up Capital:

As at March 31, 2026, the issued, subscribed and paid-up share capital of the Company is H2,946.71 Million (Rupees Two Thousand Nine Hundred Forty Six Million and Seventy- One Thousand Only), comprising 294,671,429 equity shares of H10/- each.

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

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

11. WEB LINK OF ANNUAL RETURN:

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

12. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES

Change in Status and Name of Wholly-Owned Subsidiary

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

Divestment of Investment in CleanMax Opia Private Limited

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

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

Consequently, the Company has executed a Share Purchase Agreement with CleanMax Enviro Energy Solutions Private Limited for the sale of its entire shareholding comprising 2,600 equity shares held in CMOPL dated May 27, 2025. Consequent to the completion of the transaction and transfer of shares, CMOPL ceased to be an associate company of the Company with effect from May 30, 2025.

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

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

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

13. CORPORATE GOVERNANCE:

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

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

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

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

15. DIRECTORS:

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

A. Appointment/Re-appointment

i. Executive Directors:

During the year under review, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mr. Saurabh Patil (DIN: 11265825) was appointed as an Additional Director (Executive) of the Company with effect from August 30, 2025. Subsequently, his appointment as an Executive Director of the Company was approved by the shareholders at the Annual General Meeting held on September 29, 2025. Mr. Saurabh Patil is liable to retire by rotation in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company.

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

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

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

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

ii. Non-Executive Independent Directors:

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

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

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

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

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

B. Re-appointment of Director retiring by rotation

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

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

16. INDEPENDENT DIRECTORS DECLARATION

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

17. KEY MANAGERIAL PERSONNEL:

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

Further, Mr. Suresh Kumar Goyal (DIN: 00318141) was re- designated and appointed as the Chairman and Managing Director of the Company with effect from May 09, 2026. Consequently, he is designated as a Key Managerial Personnel of the Company pursuant to the provisions of Section 2(51) of the Companies Act, 2013 read with Regulation 2(1)(o) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. MEETINGS OF BOARD AND COMMITTEES OF THE BOARD:

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

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

19. COMMITTEE MEETINGS:

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

1) Audit Committee,

2) Nomination & Remuneration Committee,

3) Stakeholder Relationship Committee,

4) Corporate Social Responsibility Committee

5) Risk Management Committee,

6) Finance Committee and

7) IPO Committee.

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

20. NOMINATION AND REMUNERATION POLICY

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

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

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

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board, its Committees, the Chairman, Individual Directors, and Independent Directors for the financial year under review.

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

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

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

22. FAMILIARISATION PROGRAMME FOR DIRECTORS

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

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

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

23. PARTICULARS OF EMPLOYEES REMUNERATION:

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

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

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

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

24. AUDITORS:

(A) Statutory Auditors & their Statutory Auditor Report:

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

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

(B) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Account) Rule 2014, M/s Agrawal Jain & Co, Chartered Accountants, Raipur (Firm Registration No: 012935C), were appointed as an Internal Auditors of the Company for the financial year 2025- 2026 in the Board Meeting held on June 28, 2025. Further, the Board has re-appointed M/s Agrawal Jain & Co., Chartered Accountants (Firm Registration No. 012935C), as an Internal Auditors of the Company for the financial year

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

(C) Cost Auditor & their Cost Auditor Report:

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

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

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

The Cost accounts and records as required to be maintained under section 148(1) of the Act are duly made and maintained by your Company.

(D) Secretarial Auditors & their Report:

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

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

25. REPORTING OF FRAUD:

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

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

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

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

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

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

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

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

28. RISK MANAGEMENT POLICY:

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

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

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

29. CODE OF CONDUCT:

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

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

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

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

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

31. INTERNAL CONTROL SYSTEM:

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

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

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

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

33. UNSECURED LOAN FROM DIRECTORS:

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

34. RELATED PARTY TRANSACTIONS:

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

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

During the FY 2025-26, all related party transactions entered into by company were at arms length transactions and approved/ratified by the Audit Committee. Omnibus approval have been obtained from the Audit Committee in respect of transactions which were repetitive in nature and in ordinary course of business.

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

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

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

35. DETAILS OF EMPLOYEE STOCK OPTIONS:

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

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

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

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

1. Number of complaints of Sexual Harassment received in the Year	Nil
2. Number of Complaints disposed off during the year	NA
3. Number of cases pending for more than ninety days	NA

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

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

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

38. HUMAN RESOURCE:

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

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

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

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

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

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

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

42. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

B. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2026 and of the Profit of the Company for that period;

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

D. The directors had prepared the annual accounts on a going concern basis.

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

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

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

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

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

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

Other Disclosures:

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

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

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

- Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

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

45. ACKNOWLEDGEMENTS :

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

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

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

	For and on behalf of the Board of Directors of
	Sambhv Steel Tubes Limited
	Sd/-	Sd/-
	Suresh Kumar Goyal	Vikas Kumar Goyal
Place: Raipur	(Chairman & Managing Director)	(Managing Director & CEO)
Date: August 03, 2026	DIN:00318141	DIN: 00318182