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Tamilnadu Steel Tubes Ltd Directors Report

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Nov 6, 2026|04:01:00 PM

Tamilnadu Steel Tubes Ltd Share Price directors Report

Dear Shareholders,

Your directors are pleased to present the 47th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2026 (FY 2025-26/ FY26).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

The summarized financial highlight is depicted below:

[Rs.in Crores]

Particulars 2025-26 2024-25
Revenue from Operations (Net) and other income 91.86 73.86
Other Income 1.60 1.65

Total Income

93.46 75.51
Expenditure other than Depreciation and Finance cost
Depreciation and Amortization Expenses 4.78 3.47
Finance Cost 6.52 6.44
Total Expenditure 91.65 73.90
Profit Before Tax (PBT) 0.36 0.13
Total Tax Expense 0.30 0.03
Profit for the year 0.06 0.10

Other Comprehensive income (net of tax)

0.35 (0.08)

Total Comprehensive Income for the year (net of tax)

0.41 0.02

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report

2. Previous year figures have been regrouped/re-arranged wherever necessary

3. There has been no change in nature of business of your Company

4. Management Discussion and Analysis: The Management Discussion and Analysis as required in terms of the SEBI Listing Regulations forms part of this Integrated Report and Annual Accounts 2025-26 (Annexure 1).

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

Revenue

During 2025-26, the Company achieved a turnover of Rs.91.86 crores, as against Rs.73.86 crores in the previous year. The Company focused on reducing fixed costs, managing working capital more efficiently and making capital expenditure prudently on critical growth projects.

Other Operating Revenue

Other operating revenue for the year ended March 31, 2026, includes Rs. 0.16 crore (previous year Rs. 0.17 crore)

Profit before Tax

Profit posted before tax for the year is Rs.0.36 croie

Total Comprehensive Income

Total Comprehensive income for the year 202526 is Rs. 0.41 crore as compared to that of Rs.0.02 crore in 2024-25.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Transfer to Reserves

The Company has not transferred any amount to General Reserves during FY 2025-26.

Cash and cash Equivalents

Cash and Cash Equivalent as of March 31, 2026 was Rs. 3.05 Crore. The Company continues to focus on judicious management to fix working capital. The Company has taken many steps during the year to improve the working capital turns. The working capital parameters were kept under strict check through continuous monitoring.

Dividend

Your directors did not recommend any dividend for this year.

Share Capital

The Company‘s paid up Equity Share Capital as on March 31, 2026, is Rs. 5.12 Crores. The Company has neither issued any shares with differential rights as to Dividend, Voting or otherwise nor issued shares (including we at equity shares) to the Employees or Directors of the company under any Scheme. As on March 31, 2026, none of the Directors of the Company hold shares or convertible instruments of the Company.

No disclosure is required under Section 67(3)(c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

Deposits

The Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013, and as such no amount of principal and interest were outstanding as on March 31, 2026.

Particulars of Loans, Guarantees and Investments

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

Capital Expenditure

The company continues to assess the trends emerging in the industry and the changing requirements of its customers and invests appropriately for the long-term, with a view to servicing its customers in a timelier and more efficient manner.

Standalone Financial Statements

The Standalone Financial Statements of the Company for the Financial Year Ended March 31, 2026 is prepared in compliance with the applicable provisions of the Act, Indian Accounting Standards (Ind-AS) and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (hereinafter referred to as =the SEBI (LODR) Regulations, 2015). The Financial Statements of the Company for the year ended 31st March 2026 have been disclosed as per Division II of Schedule III to the Companies Act, 2013.

Pursuant to the provisions of Section 136 of the Companies Act, the Financial Statements of the Company, the Standalone Financial Statements along with all relevant documents and the Auditors‘ Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the company and can be accessed at the weblink www.tntpipes.com.

Corporate Social Responsibility (CSR)

At present, the company is not falling under purview of section 135 of the Companies Act, 2013. The Company is committed to Corporate Social Responsibility and strongly believes that the business objectives of the Company must be in congruence with the legitimate development needs of the society in which it operates.

Corporate Governance

The Company is committed to maintaining high standards of corporate governance. The Company has been in compliance with the requirements of SEBI Listing Regulations.

A report on corporate governance together with a certificate from the Practicing Company Secretary is annexed in accordance with the terms of the SEBI Listing Regulations and forms part of the Boards Report. The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters in terms of Part B of Schedule II [Corporate Governance] of the SEBI Listing Regulations.

The Report further contains details as required to be provided in the Board s Report on the policy on Directors appointment and remuneration including the criteria, annual evaluation by the Board and Directors, composition and other details of Board committees, implementation of risk management policy, whistle-blower policy/vigil mechanism, dividend policy etc.

With regard to the Business Responsibility and Sustainability Report, the Company is not covered in the top 1,000 listed entities, based on the market capitalization of BSE Limited as on March 31, 2026. Hence, there is no requirement for the Company to comply with Regulation 34(2) (f) of SEBI (LODR) Regulations, 2015.

Energy Conservation, Technology Absorption & Foreign Exchange Earnings and Outgo

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 of The Companies (Accounts) Rules, 2014 forms part of this Report.

Related Party Transactions

All related party transactions that were entered into during the financial year under review were on an arm‘s length basis and were in the ordinary course of business. There are no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. Necessary disclosures as required under the Indian Accounting Standards have been made in the notes to the Financial Statements.

Directors And Key Managerial Personnel

As of March 31, 2026, your Company‘s Board comprised of 8 (eight) members comprising of four Executive Director and four Independent Directors including three Woman Director. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the members of Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment / Cessation / Change in Designation of Directors

During the year under review, Mr. N. Sudarshan (DIN:_08562284), Whole Time Director ceased to be a Director of your Company on account of health reasons, with effect from close of business hours on February 14, 2026.

The Board places on record its sincere appreciation for the valuable guidance, support, and contributions made by Mr. N. Sudarshan during their tenure on the Board.

Based on the recommendations of the Nomination and Remuneration Committee (NRC) and in

accordance with the provisions of the Act and the SEBI Listing Regulations, Mr. Ashok Kumar Shukla (DIN 11517178) was appointed as Additional and Whole Time Director of the Company for a term of three years with effect from February 14, 2026 subject to approval of the Members at the ensuing Annual General Meeting (AGM).

Based on the recommendations of the Nomination and Remuneration Committee (NRC) and in

accordance with the provisions of the Act and the SEBI Listing Regulations, Mr. Avanthika shankar (DIN 0000000) was appointed as Additional and Independent Director of the Company representing small shareholders in place of CMA Mrs. Divya Abhishek (DIN - 08829015) whose term of office expires on September 20, 2026, for a term of three years with effect from February 14, 2026 subject to approval of the Members at the ensuing AGM.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Ram Ashish Singh (DIN: 09236352) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board, on the recommendation of Nomination and Remuneration Committee (NRC) recommends the reappointment of Mr. Ram Ashish Singh, as a director for your approval.

Declaration from Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The required information of the Directors being appointed, pursuant to the provisions of the Listing Regulations, forms part of the Annual Report.

There was a change in the composition of the Board of Directors and the Key Managerial Personnel during the year under review.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to section 2(51) and section 203 of the Act, read with the Rules framed there under.

Mr. Bivashwa Das Managing Director
Mr. Ashok Kumar Shukla (w.e.f. February 14. 2026) Whole Time Director
Mr. Krishnan Kamal Shukla Whole Time Director
Mr. Ram Ashish Singh Whole Time Director
Mr. K Suresh Company Secretary and Compliance Officer
Mr. Shiv Bandhu Gupta Chief Financial Officer
Mr. N. Sudarshan (till February 14, 2026) Whole Time Director

Committees of Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various Committees. As on March 31, 2026, the Board constituted the following committees / subcommittees:

• Audit Committee,

• Stakeholders‘ Relationship Committee,

• Nomination & Remuneration Committee

• Risk Management Committee,

• Health Safety, Environment and Women Protection Committee

• Corporate Social Responsibility (CSR) Committee.

Number of meetings of the Board

The Board met 4 (four) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Directors Remuneration Policy and Criteria for matters under Section 78

Information regarding Directors Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the Corporate Governance Report.

Extract Of Annual Return

A copy of the Annual Return of the Company is placed on the website of the Company and the same is available on the website of www.tntpipes.com.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (as amended).

Directors Responsibility Statement

The Board of Directors confirms that the Company has in place a framework of internal financial controls and compliance system, which is monitored and reviewed by the Audit Committee and the Board besides the statutory, internal and secretarial auditors. 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 Section 134 (3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual Financial Statements for the year ended 31st March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026.

c. that proper and sufficient care has been taken 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. that the annual Financial Statements have been prepared on a going concern basis;

e. that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively and

f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors & Auditors Report

Based on the Recommendations of the Audit committee at their meeting held on 21.05.2022, the Board, at their meeting held on 21.05.2022 and the Members, at the 43rd Annual General Meeting held on September 27, 2022, appointed M/s. D.P.V. & Associates, Chartered Accountants, [Firm‘s Registration No.011688S] Sri Ranga, No.51 Mambalam High Road, T.Nagar, Chennai-600 017, as the Statutory Auditors of the Company, (after obtaining their consent letter & valid peer review certificate issued by the Institute of Chartered Accountants of India) to hold office for a term of 5 (five) years from the conclusion of the 43rd Annual General Meeting (AGM) of the Company held for the financial year 2022-23 until the conclusion of the 48th AGM of the company for the financial year 2026-27 on such remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company.

A representative of M/s. D.P.V. & Associates, Chartered Accountants, Statutory Auditors of your Company attended the previous AGM of your Company held on September 24, 2025.

Statutory Auditors have expressed their unmodified opinion on the Standalone Financial Statements, and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred to in the Auditors‘ Report are self-explanatory. The Auditors‘ Report is enclosed with the financial statements forming part of this Annual Report.

COST AUDITORS

On the recommendation of the Audit Committee meeting held on August 14, 2026, the Board of Directors appointed M/s. Latha Venkatesh & Associates, Cost Accountants (Firm Registration No. 101017), as Cost Auditor of the Company for the

Financial Year 2025-26 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

M/s. Latha Venkatesh & Associates has confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148 (3) read with Section 141(4) of the Companies Act 2013 and that their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members at the ensuing AGM for their confirmation and approval. Accordingly, a Resolution for seeking appointment and remuneration payable to Cost Auditor is included in the notice convening the Annual General Meeting.

Secretarial Auditors and Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. V.S. Sowri Rajan (FCS 2368), Company Secretary in Practice to undertake the Secretarial Audit of your Company for the term of five (5) years from financial year 2025-26 to financial year 2029-30.

Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company

The Report of the Secretarial Audit Report is annexed here with and forms part of this Report.

The Company has ensured compliance of the Secretarial Standards issued by the Institute of Company Secretaries of India during the period under review. Accordingly, no qualifications or observations or other remarks have been made by the Secretarial Auditor in the said Report.

G.S.T. Auditors

The company has appointed M/s. Ksquared, Auditors, as GST Auditors to the company for auditing GST related matters viz. filing of GST Forms/Returns etc., and to represent the company before the GST authorities for proper compliance.

Internal Auditors

The company has appointed Ms. N Neeraja, Chartered Accountants, as Internal Auditors to the company for auditing / verifying the records of the company, to advise the company with regard to the Internal controls & auditing of the same, and to issue and submit their report on quarterly basis to the Board of Directors.

Inventory Auditors

The Company has appointed Mrs. Selvi, Auditor, for inventory & logistic management.

Reporting fraud by Auditors

During the year under review, there were no fraud reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

Human Resources

The company continued to lay emphasis on creating a high performing work culture to achieve organizational goals of the present as well as those of the future in a sustainable way by establishing a culture of process discipline, organizational oneness and achievement orientation across its businesses through simplification and digitization, empowerment, project-based working and customer centricity.

The information relating to employees and other particulars required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the information on employees, particulars of which are available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company up to the date of the forthcoming Annual General Meeting. If any Member is interested in obtaining a copy there of, such Member may write to the Company Secretary in the said regard.

The disclosure about remuneration as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached and forms part of this Report

Internal Control Systems

Internal Audit and their adequacy

The Company has in place well-defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year. To maintain its objectivity and independence, the Internal Auditor (IA) reports to the Chairman of the Audit Committee of the Board. The IA evaluates the efficacy and adequacy of Internal Control System, its compliance with operating systems and policies of the Company and accounting procedures at allocations of the company. Based on the report of IA, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Control Systems with reference to the Financial Statements

The Company has complied with the specific requirements of the Companies Act, 2013, which calls for establishment and implementation of an Internal Financial Control framework that supports compliance with requirements of the said Act in relation to the Directors Responsibility Statement.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the designer operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The company has adopted Accounting Policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.

The Risk Management Committee of the Board of Directors reviews the risk mitigation plans periodically to monitor the key risks of the Company and evaluate the management of such risks for effective mitigation.

The company has a robust financial closure,

certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism named Ethical View Reporting Policy (EVRP) to report concerns about unethical behavior, actual/suspected frauds and violation of companys code of Conduct. Protected disclosures can be made by a whistle blower through several channels. An Ethical View Committee has been constituted to discuss the finding of the investigations of the complaints and to recommend remedial actions. The Audit Committee of the Board oversees the functioning of the Ethical View Committee.

Also, during the year, your Company reached out extensively to employees to conduct greater awareness on Value Creation in Competitive Environment (VCCE) and on Anti Bribery and Corruption Directive (ABCD) through e-learning modules and face to face sessions, achieving a high level of engagement

and compliance. This reflects your companys strong commitment to Zero tolerance for noncompliances in this regard and to doing business the right way and with integrity.

Board Effectiveness

Familiarization Programme for the Independent Directors

In compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has put in place of familiarization Programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Act and the SEBI (LODR) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committee. The criteria applied in the evaluation process are explained in the Corporate Governance Report.

Enhancing Shareholder Value

Your Company firmly believes that its success in the marketplace and a good reputation are among the primary determinants of value to the Shareholder. The organizational vision is founded on the principles of good Governance and by their resolve to be a customer-centric organization which motivates the Companys Management to be aligned to deliver leading-edge building products backed with dependable after sales services.

Your Company is committed to creating and maximizing long-term value for Shareholders and essentially follows a four-pronged approach to achieve this end.

a. By increasing all-round operational

efficiencies.

b. By identifying strategies that enhance its competitive advantage.

c. By managing risks and pursuing

opportunities for profitable growth, and

d. by cementing relationships with other important Stakeholder Groups through meaningful engagement processes and mutually rewarding associations that enable it to create positive impacts on the economic, societal and environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value- friendly financial reporting that assures the Shareholder and investor of receiving transparent and unfettered information on the Companys performance.

Economic Scenario and Outlook

The critical challenges before your Company would include the following:

• To continue to step up the sale of value creating Premium products.

• To further streamline channel management and strengthen marketing activities in a manner that leverages the Company‘s brand equity.

• To continue promotion and facilitation of cashless transactions in the retail network with a view to ensure uninterrupted retail off takes.

To develop the means to foresee changes in the value chain and the agility needed to keep strict

control on the costs of fuel and raw materials amid volatile global prices.

G.I. Pipes & Tubes-Performance

Particulars 2025-26 2024-25
Production-Metric Tons 12,881.77 10,770.15C
Sales volume-Metric Tons 12,867.86 10,919.163
Net Sale Value-(Rs.in lakhs) 9,185.92 7,385.8C
Operating EBITDA- (Rs.in lakhs) 149.28 111.0C
Operating EBITDA- margin 1.62 % 1.50 %

Costs-Pipes &Tubes Business

During the year 2025-26, the company maintained a close focus on effective cost management through various initiatives.

Cost of Materials consumed

Cost of materials consumed was Rs. 8,053.86 Lakhs in 2025-26 as against Rs. 6,774.87 Lakhs during the year 2024-25.

The Companys Sustainable Development programme continues to be comprehensive and robust.

Power and Fuel

The Power & Fuel spent in 2025-26 was Rs. 207.20 Lakhs, as compared to Rs.140.15 Lakhs spent in 2024-25. The Company continues to focus on reducing the overall cost of fuel as well as shifting its dependence on linkage by optimizing the fuel mix to enhance the use of alternative fuels.

Freight and Forwarding expenses

Freight and forwarding expenses during the year is Rs. 51.63 Lakhs as compared to Rs. 40.78 Lakhs in 202425.

Employee costs

Overall employee costs increased by 25.12 % in 2025-26.

Other Expenditure

Other expenditure increased to Rs.165.13 Lakhs for 2025-26 of total expenditure of the

company, as compared to Rs. 128.88 Lakhs in the previous year 2024-25.

Sustainable Development

CO2 Emissions:

Your Company is committed to cut its carbon footprint in line with the Low Carbon Technology Roadmap for the Pipe Industry.

Green Energy:

Controlling Emissions: The installation of dust monitors as per the statutory requirement of TNPCB was completed at our plant.

Water Performance:

Performance and to achieve a water positive status, the company has focused its efforts on two approaches:

> Reduction of freshwater intake by lowering water demand in process and non-process areas and wastewater recycling after treatment. Water metering and monitoring systems were installed.

> Conservation of water by harvesting rainwater in plants, and sustained

Water harvesting measures undertaken over the years has helped our Plant become self-reliant without being dependent on natural water sources like rivers and borewells. These two approaches have helped your Company reduce its specific water consumption.

Bio-Diversity

Your Company is committed to the conservation of bio-diversity. Efforts on biodiversity conservation are focused on following areas:

> To study and assess the biodiversity operated by the Company.

> On-ground implementation of activities which conserve biodiversity:

> Afforestation activities in and around our plant premises with native species of trees at our Plant.

Health & Safety (H & S Policy- Initiatives)

H & S Business processes and information systems across the Company were further strengthened with the proposed launch of an online H&S application called Click2Safety. This application helps streamline reporting in a manner that gives access to all employees, is standardized, is faster and

enriches the H&S Database.

Logistics Safety

Logistics safety is one of the major focus areas for your Company. Ongoing initiatives undertaken in this regard included provisions of various plant and parking level protocols, creation of certain hygiene factors for truck drivers and their crew such as amenities at truck parking yards, improving tarpaulin tying practices, improving Personal Protective Equipment usage, renewal of logistics contracts to include safety parameters and issue of passports, for drivers as well as vehicles which are informal internal databases that provide details of individual identity, registration, roadworthiness and safety preparedness.

Human Resources

The company adopted a functional organization structure which is intended to enable the organization to be more collaborative, agile and streamlined in implementing strategy, harnessing internal functional expertise to the fullest and in enhancing stakeholder value.

Employee Relations

The HR policy is intended as a part of the Company‘s continuous efforts to offer one of the Best Places to Work in the Pipe Industry. This policy was designed to attract new talent and motivate existing employees to contribute to their peak performance levels. The Company‘s HR function is recognized in the sector for its engagement and leadership development processes in nurturing talent necessary to keep the Organization^ talent pool future ready. The Company continued with efforts to ensure that its pool of human resources is ?future ready! through its robust processes of learning & development, capability building and its development programme for shop floor associates. Efforts continued to be taken to develop leadership lines as well as to enhance technical and functional capabilities with special focus on nurturing young talent, in order to meet future challenges.

India Manufacturing Transformation (IMT)

The IMT Programme aims to make the work- culture in the core areas of production and maintenance in the Steel Pipe Plant more contemporary. This envisages a lean manufacturing organization design with multitasking,

standardization and simplification of manufacturing processes, improved productivity standards, introduction of a centralized maintenance design with better planning and benchmarking with the best-in-class. These initiatives will enable the Steel Pipe Plant to operate more efficiently in a competitive environment and render them compatible with National manufacturing standards.

Industrial Relations

Employee Relations at all the Units remained cordial. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

Prevention of Sexual Harassment of Women at Workplace

The company has policy on prevention of sexual harassment at workplace in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment has been constituted in compliance with the requirements of the said Act. The company has constituted ?Visakha Committee consisting of following Members:

1. Mrs. Divya Abhishek (External Member)

2. Mrs. Priya Krishna (External Member)

3. Mrs. M. Indhumathi (External Member)

The policy extends to all employees (permanent, contractual, temporary and trainees). Employees at all levels are being sensitized about the new Policy and the remedies available thereunder.

During the year, the Company has not received any complaint on sexual harassment and there are no complaints pending.

Awareness programme was conducted across the Company to sensitize the employees to uphold the dignity of their colleagues at workplace, particularly with respect to prevention of sexual harassment.

Business Risks and Opportunities

The Business Risk Management Committee, chaired by an Independent Director, is functioning as required under SEBI Regulations. The committee discussed the physical risk and marketing risk. Details of this Committee, its terms of reference and functioning are set out in the Corporate Governance Report.

The Company has implemented a Business Risk Management Policy which lays down the framework to identify business risks at both corporate level and at Business Segment level.

The Company‘s approach to addressing business risks is comprehensive and enables timely anticipation of risks and identification of opportunities enabling appropriate responses, thereby enhancing the Company‘s competitive advantage. Separate approaches are defined for each of the main business segments of Steel

Pipes and forms an integral part of the company‘s Mid Term Planning cycle.

The company is faced with various risks at an operational level which very often have the potential to offer business opportunities. Some of the main risks are discussed herein:

Proactive Safety Culture

Your company has identified Health & Safety of employees and workmen as one of its key focus areas. These include possibilities in the areas of the availability and souring of Raw Materials, Energy, Efficiency and Conservation, Logistics and production development and market segmentation based on research, imbibing best practices in manufacturing and other areas leading productivity improvement.

Safety on National roads is largely dependent on various factors such as the overall condition and maintenance of roads, vehicle roadworthiness and general observance of road traffic laws. As part of its Logistics Safety function and Indian Road Safety Programme, the Company has taken several initiatives including regular simulator-based driver training, vehicle inspection for roadworthiness and the use of Global Positioning Systems (GPS) to monitor outbound movement of Steel Pipes to the end user.

Opportunities

Your Company also regularly examines potential opportunities created from situations involving business risks.

Declarations / Affirmations

During the year under review:

1. There were no material changes and commitments affecting the financial position of the Company which have occurred

between the end of the financial year of the Company to which the financial statements relate viz. 31st March 2026 and the date of this Report; &

2. There was no significant material orders passed by the regulators or courts or tribunals impacting the Company‘s going concern status and its operations in future.

Acknowledgements

The Directors thank all Customers, Vendors, Financial Institutions, Banks, State Governments, and Investors for their continued support to your Company‘s performance and growth. The Directors also wish to place on record their appreciation of the contribution made by all the employees of the Company resulting in good performance during the year under review.

Cautionary Statement

Statements in the Board‘s Report and the Management Discussion & Analysis is describing Company‘s objective, expectations and forwardlooking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company‘s operations with regard to demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government Regulations, Tax Laws, Economic Developments and other factors such as litigation and industrial relations.

Sd/- Sd/-

Ashok Kumar Shukla

Bivashwa Das

Whole Time Director Managing Director
Place: Chennai DIN:11547178 DIN:07352655
Date: May 30, 2026

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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