Zenith Steel Pipes & Industries Ltd Directors Report

<dhhead-DIRECTORS REPORT</dhhead-

To the Members,

Our directors have pleasure in presenting the 64^th Annual Report and the Companys audited financial statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS:

2. OPERATING AND FINANCIAL PERFORMANCE:

The revenue from operations for the year has been Rs. 4997.31 Lakh as against Rs. 11,909.25 Lakh in the previous year. The Net Profit of our Company, for the year amounted to Rs. 310.34 lakhs as against profit of Rs. 17.88 lakhs during the previous financial year.

3. DIVIDEND:

Our directors have not recommended dividend for the year ended March 31, 2026.

4. EXPORT PERFORMANCE:

Exports turnover increased to Rs. 2138.26 Lakh for the year ended 31^st March, 2026 as compared to Rs. 1956.37 Lakh in previous year.

5. LOCK-OUT AT KHOPOLI UNIT:

Lock-out, declared by them management at its Khopoli unit in November, 2013 is still continuing.

6. POSSESION OF IMMOVABLE ASSETS AT KHOPOLI UNIT UNDER SECURITISATION & RECONSTRUCTION OF ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 (SARFAESI).

Pursuant to Companies account becoming NPA, consortium of banks led by State Bank of India had moved its application to District Collector Alibaug for Physical Possession of Companys immovable property at Khopoli unit. As the same was contested by the company and matter is subjudice in DRT court. Meanwhile State Bank of India sold their loan Account to Asset Reconstruction Company.

7. SHARE CAPITAL:

During the year under review the Company has not allotted any shares to promoters and nonpromoters.

8. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the year.

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF THE FINANCIAL YEAR:

There have been no material changes and commitments, which effect the financial position of the company which have occurred between the end of financial year to which the financial statement relate and the date of this report.

10. EMPLOYEE STOCK OPTIONS PLAN:

No shares have been allotted under the ESOP till date. The Company has not granted any stock options during the financial year ended 31^st March, 2026.

11. SUBSIDIARY COMPANY:

The Company has two wholly owned subsidiaries at UAE and USA which has been setup to develop the overseas market for the Company.

The Accounts of the wholly owned Subsidiaries, namely Zenith (USA) Inc. and Zenith Middle East FZ LLC for the year ended 31^st March, 2026 have been received by the Company and a statement pursuant to section 129 of the Companies Act, 2013, forms part of this Annual Report. Our directors have pleasure in enclosing the consolidated financial statements of the Company in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Indian Accounting standards issued by the Institute of Chartered Accountants of India.

In compliance with the general circular issued by Ministry of Corporate Affairs (MCA),

Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary are not attached hereto. As per the general exemption, a statement containing brief financial details of the Companys subsidiary for the year ended 31^st March, 2026, is included in this Annual Report. The Annual Accounts of the subsidiary and the related detailed information will be made available to any Member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiary at the Registered Office of the Company/its subsidiary.

12. FIXED DEPOSITS:

(i) Details of Deposits Accepted u/s. 73 of the Companies Act, 2013

The Company has outstanding deposits accepted u/s 73 of the Companies Act, 2013 and Rules made thereunder under Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the details relating to deposits covered under the Companies Act, 2013 are given below:

(ii) Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

The Company has not accepted any deposits under Companies (Acceptance of Deposits) Rules, 2013. Accordingly, the details relating to deposits, covered under Chapter V of the Companies act, 2013 are not given. Therefore, there are no deposits which are not in compliance with the requirements of Chapter V of the companies Act, 2013.

13. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

In compliance with Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report which also includes further details on the state of affairs of the Company, as approved by the Board of Directors is attached herewith Annexure A of this report.

14. CORPORATE GOVERNANCE:

A report on Corporate Governance along with the Compliance Certificate from the Practicing Company Secretary is annexed here to and forms part of this report as Annexure B.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company state as under that:

1. In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the financial year ended 31^st March, 2026 and the Loss of the Company for the financial year ended 31^st March, 2026.

3. 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. Internal financial controls had been laid down to be followed by the company and that such internal financial Controls are adequate and were operating effectively; and

6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. AUDITORS:

a) Statutory Auditors

M/s. D E V A M & Associates LLP, Chartered Accountants, Mumbai, (FRN: 139355W/W100925) will be appointed as Statutory Auditors of the Company in this Annual General Meeting (AGM) for five consecutive years until the conclusion of the 68^th AGM of the Company They fulfill the eligibility criteria and their appointment will be in pursuance with the provisions of the companies act, 2013 and rules made thereunder.

b) Internal Auditors:

The Company has appointed M/s. Bookkeeping 360 as its Internal Auditor to carry out the Internal Audit of various operational areas of the company.

c) Cost Auditors:

The Board had appointed M/s. Y.R. Doshi & Co. Cost Accountants as the Cost Auditor for the F.Y. 2026-27 at remuneration of Rs. 75,000/- p.a. subject to ratification by the members in the ensuing Annual General Meeting.

17. SECRETARIAL AUDITORS REPORT:

Secretarial Audit by Pimple & Associates, Practicing Company Secretary (CP No. 21773) is attached here with as an Annexure C to this Report.

Appointment of M/s. Pimple & Associates, Practicing Company Secretary, (CP No.: 21773) as the Secretarial Auditor of the Company for a period of five consecutive financial years, commencing from April 1, 2026, subject to approval of Shareholders of the Company in the ensuing Annual General Meeting.

18. AUDITORS REMARK:

The Board of Directors explanation to auditors remark is as follows:

(i) Explanation for Statutory Auditors Remark

(ii) Explanation for Secretarial Auditors Remark:

19. NUMBER OF MEETINGS OF THE BOARD:

Six meetings of the Board were held during the year. For details of the meetings of the board, please refer to the Corporate governance report, which forms part of this report.

20. BOARD OF DIRECTORS, EVALUATION ETC

Companys Policy on Directors Appointment and Remuneration etc.

The Company has prepared a policy on Directors appointment and remuneration pursuant to Section 178 of the Act. The Company has also laid down criteria for determining qualifications, positive attributes and independence of Director.

Formal Annual Evaluation

a. The Formal Annual Evaluation has been made as follows:

a. The Company has laid down evaluation criteria separately for Board, Independent Directors, Directors other than Independent Directors and various committees of the Board. The criteria for evaluation of Directors included parameters such as willingness and commitment to fulfil duties, high level of professional ethics, and contribution during meetings and timely disclosure of all the notice/details required under various provisions of laws. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

b. Evaluation of the Board was made by a separate Meeting of Independent Directors.

c. The performance evaluations of all committees were done by the Board of Directors namely:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee.

d. Performance evaluation of non-Independent Directors was done by Separate meeting of Independent Directors.

e. Evaluation of Independent Directors was done (excluding the Director who was evaluated) by the Board of Directors of the Company.

f. In addition, the Nomination and Remuneration Committee has carried out evaluation of every Directors performance as required under Section 178(2) of Companies Act, 2013.

g. The Directors expressed their satisfaction with the evaluation process.

b. Number of Board Meetings conducted during the year under review:

The Company had 6 (Six ) times Board Meetings during the financial year on, 29/05/2025, 13/08/2025, 08/09/2025, 14/11/2025, 10/02/2026 and 27/03/2026 the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was with in the period prescribed under the Companies Act, 2013.

21. DECLARATION OF INDEPENDENCE:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the corporate governance report, which forms part of the directors report.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

24. AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk is an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustain able business growth.

The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.zenithsteelpipes.com . The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

There were no materially significant related party transactions which may have a potential conflict with the interests of the Company at large. Accordingly, information in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.zenithsteelpipes.com .

As required under Section 134(3) (a) & Section 92(3) of the Act, the Annual Return is put up on the Companys website and can be accessed at www.zenithsteelpipes.com & Extracts of the Annual return in form MGT 9 for the Financial Year 2025-26 is uploaded on the website of the

Company and can be accessed at www.zenithsteelpipes.com .

being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the registered office of the Company during its working hours up to the date of ensuing Annual General Meeting. Further, any Member interested in obtaining such information may obtain it by writing to the Company Secretary share@zenithsteelpipes.com .