Umiya Tubes Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submit the 13 th Annual Report of the business and operations of Company UMIYA TUBES LIMITED (the Company), along with the audited financial statements, for the financial year ended 31 st March, 2026.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

Particulars	Standalone
	Year ended on March 31, 2026	Year ended on March 31, 2025
Revenue From Operations (including other operating income)	1,275.83	56.59
Other Income	23.02	154.66
Total Income	1,298.85	211.25
Operating expenditure before Finance cost, interest, depreciation and amortization	1016.62	366.90
Earnings before Finance cost, interest, depreciation and amortization (EBITDA)	282.23	(155.65)
Less: Interest	0.00	14.49
Less: Depreciation & Amortization	0.00	2.80
Less: Finance Cost	1.90	-
Profit Before Tax	280.33	(172.94)
Less: Current Tax	-	-
Less: Short/(Excess) provision for Tax	-	-
Less: Deferred tax Liability (Asset)	-	-
Profit after Tax	280.33	(172.94)
Other Comprehensive Income	5.31	(126.31)
Total Comprehensive Income	285.64	(299.26)

2. STATE OF COMPANYS AFFAIR AND PERFORMANCE REVIEW:

During the year under review, the Company recorded a total income of Rs. 1298.85 Lakhs. The Company reported a Profit After Tax (PAT) of Rs. 280.33 Lakhs.

The Company continues to focus on strengthening its business operations and is exploring various strategic avenues and opportunities to achieve sustainable growth, operational efficiency and long-term profitability.

3. DIVIDEND:

In order to conserve its resources for future growth, the Directors do not recommend any dividend for the year under review.

4. TRANSFER TO GENERAL RESERVE:

The Board has decided not to transfer any amount to the General Reserve for the financial year under review, as no appropriations were required to be made during the Financial Year under review.

5. SHARE CAPITAL AND CHANGES THEREON:

During the year under review, following changes took place in the Authorized Share Capital and Paid-up share capital:

(i) The Authorized Share Capital of the Company was increased to Rs. 30,00,00,000/- divided in to 3,00,00,000 Equity Shares of Rs. 10/- each by passing an ordinary resolution in the extra ordinary general meeting of the members held on 8 th August 2025.

(ii) The Company has reconfirmed the allotment of 29,50,000 Equity Shares of face value of 10/- each on a preferential basis at revised issue price of 23/- per Equity Share. Further, the Company has also reconfirmed the issuance of 55,00,000 Convertible Warrants of 10/- each on a preferential basis to identified investors, in accordance with the provisions of Regulation 170(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 at revised price of Rs. 23/- per warrant.

(iii) The Company has issued and allotted 75,12,000 Convertible warrants of Rs. 10/- each on preferential basis to the identified investors at an issue price Rs. 23/- per warrant. None of the convertible warrants have been converted in to Equity Shares of Rs. 10/- each till the date of this report.

(iv) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, during the year under review.

(v) The Company has not issued any sweat equity shares to its Directors or employees, during the period under review.

6. CHANGE IN NATURE OF BUSINESS:

During the year, the Company has altered the main object clause of the Company by addition of new object activity for dealing in tungsten-based products. The company has changed its main line of business from Tubes manufacturing business to manufacturing of tungsten-based products during the year 2025 26 by passing special resolution in the extra ordinary general meeting held on 8 th August 2025.

7. MATERIAL DEVLOPMENT DURING THE YEAR:

The Company did not witness any material developments during the financial year under review, there were no events, transactions or developments that materially affected the operations, performance or financial position of the Company during the year.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFTER THE DATE OF BALANCE SHEET: During the period between the end of the financial year and the date of this Report, no material changes and commitments affecting the financial position and affairs of the Company have occurred.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES OF THE COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

10. PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

11. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

During the year under review, the Company has undertaken certain transactions covered under Section 186 of the Companies Act, 2013, including investments/loans/guarantees/securities, as applicable. The details of such transactions are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

12. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31 ,2026 shall be placed on the Companys website on https://www.umiyatubeslimited.in/

13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND : The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no unpaid/unclaimed dividend lying with the Company.

14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/transactions executed by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business. The particulars of such material contracts or arrangements made with related parties in e-Form AOC-2 pursuant to Section 188 is furnished in Annexure -I and are attached to this report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at Policy on RPTs https://www.umiyatubeslimited.in/

15. SIGNIFICANT AND MATERIAL ORDERS :

During the financial year under review, no significant and material orders were passed by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

16. EMPLOYEE STOCK OPTION PLAN:

During the year under review, the company did not grant, allot, or issue any equity shares to its employees under the Employee Stock Option Plan (ESOP).

17. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

During the year 2025-26, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

18. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 and rules made thereunder are not applicable to the Company as the number of employees of the Company are less than 10.

However, the Company remains committed to fostering an inclusive, equitable and supportive workplace by promoting the welfare, health and well-being of women employees throughout their maternity period.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS COMPOSITION & CHANGE OF BOARD:

The table below gives the composition of the Board and the Directorships held by each of the Directors of the Company at the end of Financial Year 2025-26.

Name of Directors	Designation
Mr. Viral Deepakbhai Ranpura	Whole-Time Director
Ms. Khyati Viral Ranpura	Non-Executive Director
Ms. Payal Divyangbhai Dhamecha	Non-Executive - Independent Director
Ms. Bhumika Vipulkumar Ranpura	Non-Executive - Independent Director

The composition of Board complies with the requirements of the Companies Act, 2013 (Act) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

Disclosure by Directors U/S 164(2):

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Retirement by Rotation and subsequent re-appointment:

Mr. Viral Deepakbhai Ranpura (DIN: 07177208), Director of the company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.

The requisite resolution for his re-appointment is being placed before the shareholders of the Company for approval at the ensuing Annual General Meeting

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL [KMP]:

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as at the end of Financial Year 2025-26 are:

Sr No Name of the KMPs	Designation
1 Mr. Viral Deepakbhai Ranpura	Whole-Time Director & CFO
2 Ms. Shubhangi Chourasia	Company Secretary & Compliance Officer

20. BOARD MEETINGS AND ANNUAL GENERAL MEETING:

The Board met 15 times during the financial year. During the year under review the Board of Directors met 15 (fifteen) times on 01.04.2025, 30.05.2025, 01.06.2025, 02.07.2025, 07.07.2025, 15.07.2025, 28.07.2025, 01.08.2025, 08.08.2025, 06.09.2025, 30.09.2025, 16.10.2025, 10.11.2025, 22.12.2025, 24.12.2025 and 23.01.2026. Apart from this, the Board of Directors also passed resolution through circulation on 01.04.2025 and 04.08.2025.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards on Board Meetings and SEBI Listing Regulations as amended from time to time.

The 12 th Annual General Meeting (AGM) of the Company for the financial year 2024 25 was held on September 30, 2025 through Video Conferencing /Other Audio-Visual Means.

21. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees based on the criteria and framework adopted by the Board.

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its committees and individual directors including Independent Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance .

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors state that: a. in the preparation of the annual accounts for the year ended March 31, 2026, the applicable Accounting Standards read had been followed and there are no material departures from the same; b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2026 and of the profit of the Company for year ended on that date; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a going concern basis; e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. DECLARATION OF INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non-Executive Independent Directors in line with the act.

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered in the Independent Director Data Bank.

24. MEETING OF INDEPENDENT DIRECTORS:

In Compliance with the provision of the Companies Act, 2013 SEBI Listing Regulations, the Independent Directors of your Company meet without the presence of the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

During the year under review, the Independent Directors met on January 23 rd , 2026. inter alia, to discuss: i Reviewed the performance of non-independent directors and the Board as a whole; ii Reviewed the performance of the Chairperson of the Company iii Assessed the quality, quantity, and timeliness of flow of information between the Companys Management and the Board, which is necessary for the Board to perform their duties effectively and reasonably

The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

25. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTOR :

The Company has conducted familiarisation programmes for its Independent Directors covering their roles, rights, and responsibilities.

The Company ensures that Independent Directors (IDs) receive comprehensive orientation, including formal presentations on business operations, organizational structure, governance procedures, safety, health, and environmental policies.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters along with other details as required pursuant to the provisions of the SEBI Listing Regulations are available on the website of the Company at https://umiyatubeslimited.in/ .

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with regulation 34 of SEBI (Listing Obligations and Disclose Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Report as Annexure - II .

27. AUDITORS AND AUDIT REPORT: Statutory Auditors

M/s. P Singhvi & Associates (ICAI Firm Registration No. 113602W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 8 th Annual General Meeting (AGM) until the conclusion of the ensuing 13 th AGM of the Company to be held in the year 2027.

The term of M/s P Singhvi & Associate is going to expire in the 13 th Annual General Meeting. The Board of Directors, based on the recommendation of Audit Committee, have recommended the appointment of M/s A. H. Mandaliya & Associates, Chartered Accountant, Peer Reviewed Firm as the Statutory Auditor of the Company. The Appointment is subject to the approval of the members.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Dipika Soni & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company to undertake Secretarial Audit for the financial year ended March 31, 2026. In this regard, the Secretarial Audit Report submitted by Secretarial Auditor is annexed as Annexure III.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the FY 25-26 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Ms. Dipika Soni, proprietor of M/s. Dipika Soni & Associates, Practicing Company Secretaries has been submitted to the Stock Exchanges.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on March 31, 2026 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the FY 25-26.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013.

Internal Auditor

Ms. Komal Nagora was appointed as the Internal Auditor of the Company. She has submitted her Internal Audit Report at regular interval of time. The Internal Audit report has been placed before the audit committee and the Board.

28. POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION OF DIRECTORS, KEY

MANAGERIAL PERSONNEL AND EMPLOYEES:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Companys shareholders may refer the Companys website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under subsection (3) of Section 178. The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There are no employees drawing remuneration in excess of the limits specified in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 further amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IV .

30. COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Section 177 of the Companies Act, 2013 (Act).

During the year under review, the Audit Committee met 5 (five) times on 01.06.2025, 07.07.2025, 06.09.2025, 10.11.2025 and 23.01.2026. The intervening gap between two Meetings did not exceed one hundred and twenty days.

The composition of the Committee and the details of Meetings attended by its members are given below:

Name	Designation
Ms. Bhumika Vipulkumar Ranpura	Chairperson
Mr. Viral Deepakbhai Ranpura	Member
Ms. Payal Divyangbhai Dhamecha	Member

Recommendations of the Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of the Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. During the year, no such incidence was reported, and no personnel were denied access to the Chairman of the Audit Committee or Chairman of the Company or the Corporate Governance Cell. The Whistle Blower Policy for Directors & Employees is available at web link: https://www.umiyatubeslimited.in

Stakeholders Grievance & Relationship Committee:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Stakeholders Grievance & Relationship Committee met 3 (three) times on 06 th September 2025, 24 th December 2025 and 25 th March 2026.

The composition of the Committee is given below:

Name	Designation
Ms. Payal Divyangbhai Dhamecha	Chairman
Mr. Viral Deepakbhai Ranpura	Member
Ms. Bhumika Vipulkumar Ranpura	Member

Investor Grievances Redressal Status & Status of Scores

The details of complaints received and resolved during the Financial Year ended March 31, 2026, are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Details of complaints received and resolved during the Financial Year 2025 26:

Particulars	Number of complaints
Opening as on April 1, 2025	0
Received during the year	0
Resolved during the year	0
Closing as on March 31, 2026	0

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Section 178 of the Companies Act, 2013 (Act) is in line with the provisions of Section 178 of the Companies Act, 2013.

During the year under review, Nomination and Remuneration Committee met 2 (two times) on 01.06.2025 and 06.09.2025.

The composition of the Committee is given below:

Name	Designation
Ms. Payal Divyangbhai Dhamecha	Chairman
Mr. Viral Deepakbhai Ranpura	Member
Ms. Bhumika Vipulkumar Ranpura	Member

31. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure V.

32. CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Secretarial Auditor of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms part of this Annual Report as Annexure VI .

33. RISK MANAGEMENT

The Company has established a comprehensive risk assessment and risk mitigation framework, which is periodically reviewed by the Board of Directors. The framework ensures that risks are identified, evaluated and effectively managed by the executive management through appropriate internal controls and monitoring mechanisms.

The Company has identified key risks across various functional areas, including business operations, project execution, finance, human resources, legal and statutory compliance, information technology, and environmental matters. Appropriate mitigation measures and control processes have been implemented to manage these risks effectively.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit, the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and follow up actions thereon are reported to the Audit Committee as well and further corrective action taken as per the inputs received from the committee members and the auditors.

35. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year 2025 26, the Company did not earn net profits as computed under Section 198 of the Companies Act, 2013. Accordingly, there was no statutory obligation to incur any expenditure towards Corporate Social Responsibility (CSR) activities during the year.

In line with the above and in accordance with the provisions of Section 135 of the Act, the requirement for constitution of the CSR Committee shall not be applicable for the said financial year and the functions of such Committee be discharged by the Board of Directors of Company. Consequently, the requirement to annex an Annual Report on CSR Activities, as prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, does not arise for the financial year 2025 26.

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has also formulated a CSR Policy which is available on your Companys website at https://www.umiyatubeslimited.in/

36. EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

37. RECEIPT OF ANY COMMISSION BY MD / WTD FROM COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY

During the year under review, the Company has not paid any commission to any of its directors. The Company does not have any Subsidiary. The Holding Company has not paid any commission to any of its Whole Time Director during the year under review.

38. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in compliance with the same.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company during the year under review. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

40. 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 Company has not defaulted in repayment of any of its loans with Banks or Financial Institutions and hence the requirement of providing 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 / Financial Institutions along with the reasons thereof is not applicable to the Company

41. POLICY FOR PREVENTION OF INSIDER TRADING:

Pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances.

The code of conduct to regulate, monitor and report trading by insiders shall also be available on the website of the Company at https://www.umiyatubeslimited.in/

42. GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2025-26 is being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2025-26 will also be accessible at the website of the Company i.e. https://www.umiyatubeslimited.in/

43. GENERAL DISCLOSURE:

Your Directors confirm that the Company has made all necessary disclosures in this Report in accordance with the requirements under Section 134(3) of the Companies Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable and relevant to transactions undertaken during the Financial Year.

44. CAUTIONARY STATEMENT:

Certain statements in the Directors Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

45. APPRECIATION AND ACKNOWLEDGEMENT:

The Directors would like to thank all shareholders, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the BSE Limited, Bankers, Members, Customers, contractors, suppliers, associates and Employees of the Company for their continued support and trust.

Your Directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.

FOR, UMIYA TUBES LIMITED
--S/d--	--S/d--
VIRAL DEEPAKBHAI RANPURA	KHYATI VIRAL RANPURA
WHOLE TIME DIRECTOR	DIRECTOR
DIN: 07177208	DIN: 08810551

Place: Ahmedabad
Date: 05.09.2026