Shree Marutinandan Tubes Ltd Directors Report

^ Ceased to be a member of the Committee consequent to her resignationfrom the Board with effect from the close of business hours on December 12, 2025.

# Appointed as a member of the Committee with effect from December 12,2025, in place of Mr. Ankitkumar Surendrakumar Agrawal

@ Appointed as a member of the Committee with effect from December 12,2025, in place of Ms. Shwetaben Amndbhai Saparia.

Consequent to the resignation of Mr. Ankitkumar Surendrakumar Agrawal (DIN: 10118085) and Ms. Shwetaben Arvindbhai Saparia (DIN: 10083476) from the Board with effect from the close of business hours on December 12,2025, the Board of Directors, at its meeting held on December 12, 2025, re constituted the Nomination and Remuneration Committee and appointed Ms. Kavita Khatri (DIN: 08271931) and Mr. Manish Pradyumna Pancholy (DIN: 03592888), Non-Executive Independent Directors, as members of the Committee in their respective places with effect from December 12,2025.

The Company Secretary of the Company shall act as the Secretary of the Nomination and Remuneration Committee. The terms of reference of the Committee, inter alia, include the following:

i. Formulation of the criteria for determining the qualifications, positive attributes and independence of a director, and recommending to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

ii. Formulation of the criteria for the evaluation of Independent Directors and the Board;

iii. Ensuring that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iv. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board of Directors their appointment and removal, and carrying out the evaluation of every directors performance.

Meetings: During the Financial Year 2025-26,2 (two) meetings of the Committee were held, and the attendance of the members thereat is maintained in the records of the Company.

Nomination and Remuneration Policy:

The Board of Directors of the Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The said policy is available on the website of the Company at https://www.shreemarutitubes.com/code-of-conduct.php. The salient features of the policy dealing with nomination and remuneration are as under:

Nomination Criteria:

• Person of eminence, standing and knowledge with significant achievements;

• Financial / business literacy skills;

• Industry experience;

• Appropriate qualification;

• Any other criteria as may be fixed by the Nomination and Remuneration Committee.

Remuneration Criteria:

• Responsibilities and duties;

• Devotion of time and efforts;

• Value addition;

• Profitability of the Company and its growth;

• Position and skill required for a particular position.

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Stakeholders Relationship Committee comprises the following members:

* Ceased to be the Chairperson and a member of the Committee consequent to her resignation from the Board with effect from the close of business hours on December 12, 2025.

# Appointed as a member and as the Chairperson of the Committee with effect from December 12,2025, in place of Ms. Shwetaben Aivindbhai Saparia. Note; the category shown against each member in the Committee tables above is the designation held during the Financial Year 2025-26. Consequent to the changes approved by the Board on August 05, 2026, Mr. Vikram Shivrattan Sharma is designated Chairman & Whole-time Director and Mr. Bharat Shivratan Sharma is designated Managing Director, in each case with effect from August 06,2026.

Consequent to the resignation of Ms. Shwetaben Arvindbhai Saparia (DIN: 10083476) from the Board with effect from the close of business hours on December 12,2025, the Board of Directors, at its meeting held on December 12,2025, reconstituted the Stakeholders Relationship Committee and appointed Mr. Manish Pradyumna Pancholy (DIN: 03592888), Non-Executive Independent Director, as a member and as the Chairperson of the Committee in her place with effect from December 12,2025.

The Company Secretary of the Company shall act as the Secretary of the Stakeholders Relationship Committee. The terms of reference of the Stakeholders Relationship Committee are as under:

i. Efficient transfer of shares, including the review of cases for refusal of transfer / transmission of shares;

ii. Redressal of shareholder and investor complaints, such as those relating to the transfer of shares, non-receipt of the balance sheet and non-receipt of declared dividends;

iii. Issue of duplicate / split / consolidated share certificates;

iv. Dematerialisation / rematerialisation of shares;

v. Review of cases for refusal of transfer / transmission of shares and debentures;

vi. Reference to statutory and regulatory authorities regarding investor grievances, and otherwise ensuring the proper and timely attendance to and redressal of investor queries and grievances; provided that the inability to resolve or consider any grievance by the Stakeholders Relationship Committee in good faith shall not constitute a contravention of Section 178 of the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof; and

vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such Committee from time to time.

Meetings: During the Financial Year 2025-26,1 (one) meeting of the Committee was held, and the attendance of the members thereat is maintained in the records of the Company.

There were no outstanding shares lying in the demat suspense account / unclaimed suspense account and, therefore, the disclosure relating to the same is not applicable.

In terms of the provisions of Section 134(3) (p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of the individual Directors of the Company, and the Board of Directors has carried out the annual evaluation of the performance of the Board, its Committees and the Independent Directors. Further, the Independent Directors also reviewed the performance of the Non-Independent Directors and the Board as a whole, and the performance of the Chairman.

A separate meeting of the Independent Directors was held on March 24,2026 to consider the performance evaluation in accordance with Schedule IV of the Companies Act, 2013.

The performance of the Board is evaluated based on the composition of the Board and its committees, the performance of duties and obligations, governance issues, etc. The performance of the committees is evaluated based on the adequacy of the terms of reference of the committee, the fulfilment of key responsibilities, and the frequency and effectiveness of meetings. The performance of individual Directors and of the Chairman is evaluated in terms of adherence to the code of conduct, participation in Board meetings and the implementation of corporate governance practices. The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationships with stakeholders, integrity and maintenance of confidentiality, and independence of behaviour and judgement.

On the basis of the aforesaid evaluation, the performance of the Board as a whole, of its Committees, of the Chairman and of the individual Directors, including the Independent Directors, was found to be satisfactory.

The evaluation sheets for the evaluation of the Board, its Committees and the Directors / Chairman were circulated to the respective meetings of the Board, of the Nomination and Remuneration Committee and of the separate meeting of the Independent Directors.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached to this Report as “Annexure A”.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is attached to this Report as “Annexure B”.

The Company is a partner in a joint venture, namely “Shree Maruti & Associates Fire Protection Systems”, having been admitted as a partner with effect from January 29, 2025. The said joint venture is a partnership firm engaged in the business of fire protection systems, in which the Company holds a 98% share in the profits and is a partner along with Mehta & Associates Fire Protection Systems Private Limited (2%). As at March 31, 2026, the carrying amount of the Companys investment in the said firm stood at Rs. 1.57 lakh, comprising the initial capital contribution of Rs. 1.00 lakh and the share of profit of Rs. 0.57 lakh for the year. The Groups share of the total assets of the Joint Venture as at March 31,2026 was Rs. 44.28 lakh and its share of revenue from operations for the year then ended was Rs. 39.58 lakh.

A statement containing the salient features of the financial statements of the Joint Venture in Form AOC-1, pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, is annexed to this Report as “Annexure C” and also forms part of the financial statements. The Company does not have any subsidiary or associate company as on March 31,2026.

Until the previous financial year, the Company did not have any subsidiary, associate or joint venture, and accordingly prepared and presented only Standalone Financial Statements. Consequent to the Company acquiring an interest during the Financial Year 2025-26 in the jointly controlled entity “Shree Maruti & Associates Fire Protection Systems”, the Company is, for the first time, required to prepare Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act, 2013.

The Consolidated Financial Statements for the year ended March 31,2026 have been prepared in accordance with the Accounting Standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. Being an interest in a jointly controlled entity, the Companys share (98%) of each of the assets, liabilities, income and expenses of the Joint Venture has been combined on a line-by-line basis with the corresponding items in the financial statements of the Company, applying the proportionate consolidation method prescribed under Accounting Standard (AS) 27 — “Financial Reporting of Interests in Joint Ventures”. Intra-venture balances, transactions, income and expenses, including unrealised profits and losses, have been eliminated to the extent of the Companys interest in the Joint Venture. The Consolidated Financial Statements, together with the Independent Auditors Report thereon, form part of this Annual Report.

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company, as the Company does not fall within the criteria / limits mentioned in the said section of the Act.

M/s. S K Jha & Co., Chartered Accountants (FRN: 126173W), are the Statutory Auditors of the Company. They hold office in accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. The notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013. The reports given by the Statutory Auditors on the Standalone and the Consolidated Financial Statements of the Company form part of this Annual Report.

Remarks by the Auditors: In the “Basis for Opinion” section of their reports on the Standalone and the Consolidated Financial Statements for the year ended March 31,2026, the Statutory Auditors have stated as under:

‘We draw your attention to ‘Note 2nto the financial statements, which indicates that the Company has not made provisions for post-employment benefits in accordance with AS-15 ‘Employee Benefits. The Companys records indicate that had management recognised and made provision for such post-employment benefits in the statement of profit and loss for the year, the net income and shareholders equity would have been reduced by such amount. However, the amount is not quantified by the management.”

Boards reply: The Company has been recognising short-term employee benefits on an accrual basis in the period in which the employee renders the service. Having regard to the size of the workforce, the pattern of employee tenure and the fact that, in the opinion of the management, the liability towards post-employment benefits is not material to the financial statements, no provision has been made in respect thereof, and consequently the amount has not been quantified. The Board has taken note of the observation of the Statutory Auditors and has directed the management to obtain an actuarial valuation of the liability towards post-employment benefits in accordance with Accounting Standard (AS) 15 “Employee Benefits” and to give effect to the same in the financial statements from the ensuing financial year onwards.

The Statutory Auditors have, in their reports on the Standalone and the Consolidated Financial Statements, drawn attention to the note to the financial statements which describes the managements evaluation of the impact of the ongoing geopolitical tensions in the Middle East on the Companys operations, supply chain, input costs and customer demand. As stated in the said note, while certain inflationary and logistics pressures were observed, the management anticipates no material adverse impact on the Companys ability to continue operations or to realise the carrying value of its assets. The auditors opinion is not qualified in respect of this matter, and the Board concurs with the managements assessment as set out in the said note.

Save and except as stated above, there were no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors in their Reports.

During the year under review, the Auditors have not reported any instance of fraud under Section 143(12) of the Act committed against the Company by its officers or employees, to the Audit Committee or to the Board.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. B. S. Vyas & Associates, Practising Company Secretaries, Ahmedabad, to conduct the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report in Form No. MR-3 for the year ended March 31,2026 is annexed herewith as “Annexure D” to this Boards Report. The Secretarial Audit Report does not contain any qualification, reservation or disclaimer. The Secretarial Auditor has, however, made an observation that the investor section of the website of the Company has not been updated with all the information and documents required to be disseminated thereon in terms of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply of the Board: The Board has taken note of the observation made by the Secretarial Auditor. The Company undertakes to do the needful and to update the investor section of its website in compliance with Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at the earliest.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has in place an internal audit function commensurate with the size and nature of its business. The internal audit reports and the observations arising therefrom are periodically placed before and reviewed by the Audit Committee, and the recommendations made are implemented by the management.

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company in respect of the activities carried on by it and, accordingly, the appointment of a Cost Auditor is not required.

There was no material order passed by any Regulator / Court / Tribunal during the year under review impacting the going concern status and the Companys operations in future.

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly there are no unclaimed or unpaid deposits as at the end of the financial year. During the year under review, the Company received unsecured loans from its Directors, in respect of which the Company has obtained the written declarations required under Rule 2(1) (c) (viii) of the said Rules to the effect that the amounts so given were not out of funds acquired by them by borrowing or accepting loans or deposits from others. The particulars of such amounts are disclosed in the notes forming part of the financial statements.

The Company adheres to the best corporate governance practices and always works in the best interest of its stakeholders. The Company is listed on the SME Platform of BSE Limited and, as such, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulations 17 to 27 of the said Regulations are not applicable to the Company. Accordingly, a separate Corporate Governance Report is not annexed to this Report.

During the Financial Year 2025-26, the Company made an investment by way of capital contribution of Rs. 1.00 lakh in the Joint Venture, Shree Maruti & Associates Fire Protection Systems, the carrying amount whereof stood at Rs. 1.57 lakh as at March 31,2026. The Company did not give any guarantee or provide any security during the year. The particulars of the loans and advances given during the year, including advances in the nature of loans to employees and the movement in the inter-corporate deposits outstanding as at the beginning of the year, together with the purposes for which they are proposed to be utilised by the recipients, are disclosed in the notes forming part of the standalone financial statements of the Company for the financial year ended March 31,2026 (Note 14 — Non-current investments, Note 19 — Short-term loans and advances, and Note 33 — Related party transactions).

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report, save and except the following:

(a) The Board of Directors, at its meeting held on August 05,2026, approved the change of name of the Company from “Shree Marutinandan Tubes Limited” to “Shree Marutinandan Industries Limited” and the consequential alteration of the Memorandum of Association and the Articles of Association of the Company, so as to bring the name of the Company into better alignment with the diversified spectrum of its business activities and with its Joint Venture, subject to the approval of the Members and such other statutory and regulatory approvals as may be required.

(b) The Board of Directors, at its meeting held on August 05,2026, accepted the resignation of Mr. Vikram Shivrattan Sharma from the office of Managing Director and of Mr. Bharat Shivratan Sharma from the office of Whole-time Director, in each case with effect from the close of business hours on August 05,2026, and, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Vikram Shivrattan Sharma as an Additional Director (Executive) designated as Chairman & Whole-time Director and Key Managerial Personnel, and Mr. Bharat Shivratan Sharma as an Additional Director (Executive) designated as Managing Director and Key Managerial Personnel, in each case with effect from August 06,2026 for a term of five years, subject to the approval of the Members.

(c) The above matters, together with the remuneration payable to the aforesaid Directors, have been placed before the Members for their approval byway of a postal ballot conducted through remote e-voting, pursuant to the Notice of Postal Ballot dated August 07,2026, the e-voting period whereof commenced on August 10,2026 and concludes on September 08,2026.

The aforesaid events do not have any impact on the financial position of the Company as at March 31, 2026 or on the financial statements for the year then ended.

To the best of their knowledge and belief, and according to the information and explanations obtained by them, your Directors make the following statements in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013:

(a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(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 as at the end of the financial year and of the profit of the Company for that period;

(c) the Directors had 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; and

(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.

The Company has in place a proper system of internal financial control which is commensurate with the size and nature of its business. The Company has an Audit Committee headed by an Independent Director, inter alia, to oversee the Companys financial reporting process, the disclosure of financial information and the review of the performance of the statutory auditors with the management. The Statutory Auditors have, in their separate report on the internal financial controls over financial reporting, expressed an unmodified opinion that the Company has, in all material respects, an adequate internal financial controls system over financial reporting and that such controls were operating effectively as at March 31,2026.

(a) During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

(b) The Company is in compliance with the Maternity Benefit Act, 1961.

(c) There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

(d) There was no instance of a one-time settlement with any Bank or Financial Institution during the year under review.

(e) The Company has not issued any shares with differential voting rights, sweat equity shares or employee stock options during the year under review.

(f) The Company has not made any provision of money for the purchase of, or subscription for, shares in the Company or its holding company by trustees for the benefit of employees.

(g) There are no agreements of the nature referred to in Clause 5A of Para A of Part A of Schedule III to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 30A thereof, which impact the management or control of the Company or impose any restriction or create any liability upon the Company, subsisting as on March 31,2026.

(h) All the recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors of the Company.

All the Related Party Transactions which were entered into during the Financial Year 2025-26 were on an arms length basis and in the ordinary course of business. All related party transactions were placed before the Audit Committee and the Board for their approval. Further, the details of material related party transactions, as required to be provided in the format of Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, form part of this Report as “Annexure E”. The particulars of related parties and of transactions with them are disclosed in the notes forming part of the financial statements.

As per the requirement of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 read with the rules made thereunder, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company in the Annual Return section at https: //www.shreemarutitubes.com/annual-reports.php.

A detailed report on Management Discussion and Analysis (MD&A) is included in this Report as “Annexure F”.

The Company has in place a policy on “Prevention of Sexual Harassment”, through which the Company addresses complaints of sexual harassment at all its workplaces. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received and none were pending as at the end of the year.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and of the Board of Directors of the Company.

The Company has established a Whistle Blower Policy / Vigil Mechanism in compliance with the provisions of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by employees and Directors about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Company provides adequate safeguards against the victimisation of employees and Directors who express their concerns, and has provided direct access to the Chairperson of the Audit Committee on reporting issues concerning the interests of employees and the Company. The policy is available on the website of the Company at https://www.shreemarutitubes.com/code-of- conduct.php.

There are no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

Your Directors thank all the esteemed shareholders, customers, suppliers, bankers, business associates and the regulatory authorities for the faith, trust and confidence reposed in the Company, and express their appreciation to the workers, executive staff and team members at all levels for their dedicated services.