Your Directors are pleased to present their 41^st (Forty- First)
Annual Report along with the Audited Financial Statements for
the financial year ended on 31 March 2026.

FINANCIAL RESULTSThe Company's financial performance for the year ended
31 March 2026 is summarized below:

RESERVES

Your directors do not propose to transfer any amount to the
general reserves of the Company.

PERFORMANCE AND AFFAIRS OF THE COMPANY

In this Financial Year, the Company delivered sales of
Rs.18,788 lakhs up 11.42% vs year ago. For the Financial
year ended 31 March 2026, the Company reported Profit After
Tax (PAT) of Rs. 6836.43 lakhs, up 16.52 % versus year ago.
This growth was primarily driven by a significant focus on cost
optimization, improved efficiency in equipment procurement,
and a reduction in power and fuel expenses.

The performance of the Company has been discussed in the
Management Discussion and Analysis Report, which is forming part
of the Annual Report.

SHARE CAPITAL

During the year under review, there was no change in the
share capital of the Company. The Paid-up share capital of
the Company as on 31 March 2026 is 607.60 lakhs divided
into 1,21,52,000 equity shares of Rs. 5/-each.

DIVIDEND

Your Directors are pleased to recommend a dividend of 300%

i.e. Rs.15/- per equity share of the face value of Rs. 5/-each,
out of Free reserves, for the Financial Year ended 31 March

2026 subject to necessary approval by the Shareholders at
the ensuing Annual General Meeting of the Company to be
held on Wednesday, 12 August, 2026. The total dividend
recommended for the financial year 2025-2026 is Rs.
1822.80 lakhs. Payment of Dividend will be made to the
members whose names appear in Register of Members as on
Wednesday, 5 August 2026. This Dividend will be subject to
Income Tax in the hands of the Shareholders and also subject
to Deduction of Tax at Source as per the provisions of Income
Tax Act, 2025. Members are advised to refer to the detailed
note stated in the Notes to the Notice convening 41^st Annual
General Meeting.

TRANSFERS TO THE INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to applicable provisions of the Companies Act, 2013
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEpF
Rules”), all unpaid or unclaimed dividends are required to be
transferred by the Company to the Investor Education and
Protection Fund (“IEPF” or “Fund”) established by the Central
Government, after completion of seven years from the date
the dividend is transferred to unpaid/unclaimed account.
Further, according to the Rules, the shares in respect of which
dividend has not been paid or claimed by the Members for
seven consecutive years or more shall also be transferred to
the demat account of the IEPF Authority.

The Company had sent individual notices and also advertised
in the newspapers seeking action from the Members who
have not claimed their dividends for seven consecutive years
or more. Thereafter, the Company transferred such unpaid or
unclaimed dividends and corresponding shares to IEPF, up to
and including the final dividend for the financial year ended 31
March 2018

Members/claimants whose shares or unclaimed dividend,
have been transferred to the IEPF demat Account or the
Fund, as the case may be, may claim the shares or apply for
a refund by approaching the company for issue of Entitlement
Letter along with all the required documents before making an
application to the IEPF Authority in Form IEPF - 5 (available
onhttp://www.iepf.gov.in) along with requisite fee as decided
by the IEPF Authority from time to time.

The member/claimant can file only one consolidated claim in a
financial year as per the IEPF Rules.

The Company will be transferring the final dividend and
corresponding shares for the financial year ended 31 March
2019 within statutory timelines. Members are requested to
ensure that they claim the dividends and shares referred
above, before they are transferred to the said Fund. The due
dates for transfer of unclaimed dividend to IEPF are provided
in the report on Corporate Governance.

Details of shares/shareholders in respect of which dividend
has not been claimed, are provided on website of the
Company. The shareholders are encouraged to verify their
records and claim their dividends of all the earlier seven years,
if not claimed.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES

Your Company does not have any Subsidiary, Associate and
Joint Venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following changes took place in the Directors and Key
Managerial Personnel during the financial year ended 31
March 2026

CESSATION

Mr. Bhupatrai Gandhi (DIN: 00041273), ceased to be director,
due to his sad demise on Tuesday, 9 September 2025. The
Company has immensely benefitted from his invaluable
guidance and vision during his tenure on the Board and its
Committees. The Board places on record its deep appreciation
for his significant contribution and expresses its heartfelt
condolences to his family.

APPOINTMENT

a. Based on recommendation of Nomination and Remuneration
Committee, the Board of Directors at its meeting held on 28
May 2025, appointed Mrs. Nishita Chheda (DIN 10631003)
as Additional Director designated as Non-executive Woman
Independent Director with effect from 1 August 2025 to
30 July 2030 subject to approval of the shareholders. The
Shareholders of the Company have approved her appointment
by resolution passed at 40^th AgM held on 11 August 2025

b. In accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Jayesh Gandhi (DIN
00041330), Director of the Company, shall retire by rotation
at the ensuing Annual General Meeting, and being eligible
has offered himself for re-appointment. Details of the Director
proposed to be re-appointed at the ensuing Annual General
Meeting, as required by Regulation 36(3) of the SEBI Listing
Regulations and SS - 2 (Secretarial Standards on General
Meetings) are provided at the end of the Notice convening the
41 ^st Annual General Meeting.

The Independent Directors of your Company have certified
their independence to the Board, stating that they meet the
criteria for independence as mentioned under Section 149(6)
of the Act. There was no change in the composition of the
Board of Directors and Key Managerial Personnel during the
year under review, except as stated above.

The Board is of the opinion that the Independent Directors of
the Company have fulfilled the conditions as specified in SEBI
Listing Regulations, are independent of the management,
possess requisite qualifications, experience, proficiency and
expertise in the fields of finance, auditing, tax and risk advisory
services, banking, financial services, investments and they
hold highest standards of integrity.

The Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs,
Manesar ('IICA') as required under Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Act, the Board of Directors, to the best of its knowledge and
ability, confirm that:

a) in the preparation of the annual accounts for the year ended
31 March 2026, the applicable accounting standards have
been followed and there are no material departures;

b) the directors 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
on 31 March 2026 and of the profit of the Company for that
period;

c) the directors 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 directors have prepared the annual accounts 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.

ANNUAL EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation
of its own performance, performance of the Directors as
well as the evaluation of the working of its committees. The
Nomination and Remuneration Committee of the Company
(NRC') has defined the evaluation criteria, procedure and
time schedule for the Performance Evaluation process for the
Board, its Committees and Directors. The performance of the
Board and its functioning were evaluated based on various
criteria including expertise and experience of the Board,
industry knowledge, diversity, Board Meeting procedure,
Board Development, succession planning etc.

All committees of the Board were evaluated based on various
criteria including their function and duties, periodical reporting
to the Board along with their suggestions and recommendations
and procedure of the Meetings etc.

In a separate meeting of Independent Directors, performance
of Non-Independent Directors, the Board as a whole and the
Chairman of the Company was evaluated by the Independent
Directors. The evaluation of Chairman was done based on

criteria which among others included managing relationship
with shareholders, employees, board, management and
leadership qualities. The performance of all Executive Directors
as well as Independent Directors has been evaluated by
whole Board based on the criteria which include participation
at Board/Committee Meetings, managing relationships with
other fellow members and Senior management, personal
attributes like ethics and integrity etc.

NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub¬
section (3) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director
and policy relating to remuneration for Directors, Key
Managerial Personnel and other employees. The text of
the policy is available on the website of the Company www.
gandhispecialtubes.com. There has been no change in the
policy during the year.

BOARD AND COMMITTEES

The Board met four times during the year, details of which are
given in the Corporate Governance Report that forms part of
this Annual Report. The intervening gap between the meetings
was within the period prescribed under the Act and the SEBI
Listing Regulations and as per the Circulars issued by the
Ministry of Corporate Affairs and SEBI. During the year under
review, the Board has accepted the recommendations of the
Audit Committee. Details of all the Committees of the Board
have been given in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest
standards of Corporate Governance and continues to be
compliant with the requirements of Corporate Governance
as prescribed in the Listing Regulations. In compliance with
Regulation 34 and other applicable provisions of the Listing
Regulations, a separate report on Corporate Governance
along with the Certificate of Compliance from the Secretarial
Auditor forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to uphold its commitment to
responsible corporate citizenship by undertaking Corporate
Social Responsibility (CSR) initiatives that create meaningful
and sustainable social impact. During the financial year, the
Company partnered with Akshaya Chaitanya to support the
establishment of its new Central Kitchen Facility through the
provision of kitchen equipment and accessories.

The upgraded infrastructure will significantly enhance the
organisation's capacity to prepare and distribute safe,
hygienic and nutritious meals efficiently and at scale. The
facility will support 'Bal Shiksha Aahar', a programme that
provides nutritious mid-day meals to school children, thereby
contributing to improved nutrition, health and educational
outcomes. In addition, the Central Kitchen will facilitate
the preparation of meals for relatives of hospital patients,
offering timely and affordable nourishment to families during

challenging times.

Through this initiative, the Company aims to strengthen
community well-being by supporting food security, nutrition
and access to quality meals for vulnerable sections of society.
The project contributes to the United Nations Sustainable
Development Goals (SDGs), particularly Zero Hunger, by
improving access to nutritious food; - Good Health and Well¬
being, by promoting safe and hygienic meal preparation and
better nutrition;- Quality Education, by supporting school
nutrition programmes that encourage student attendance
and learning outcomes; and- Partnerships for the Goals,
through collaboration with a credible implementation partner
to maximise sustainable social impact.

The Company has constituted a Corporate Social
Responsibility Committee. The composition and terms of
reference of the Corporate Social Responsibility Committee
are provided in the Corporate Governance Report

The Corporate Social Responsibility Policy is available on the
website of the Company athttps://gandhispecialtubes.com/
irprojects.html

Annual report on Corporate Social Responsibility activities
as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed to this report
as Annexure I

RISK MANAGEMENT

Your company has a comprehensive Risk Management
framework that encompasses a wide range of risks, such as
Business, Operational, Financial, Sectoral, Market, Regulatory
and Compliance, Sustainability, Human Resources,
Information and Cyber Security, and Strategic Risks. The
assessment, measurement, and mitigation processes for
these risks are well-defined. Significant risks identified by
business units and functions are systematically managed
through continuous mitigating actions, aligning with the risk
appetite approved periodically by the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY:

Your Company has an adequate system of internal financial
controls that is commensurate with the size, scale and nature
of its operations. These have been designed to provide
reasonable assurance with regard to recording and providing
reliable financial and operational information, complying with
applicable accounting standards, safeguarding of its assets,
prevention and detection of errors and frauds and timely
preparation of reliable financial information.

RELATED PARTY TRANSACTIONS

Your Company has adopted a Related Party Transactions
Policy. The Audit Committee reviews this policy from time
to time and also reviews and approves all related party
transactions, to ensure that the same are in line with the
provisions of applicable law and the Related Party T ransactions
Policy. The Committee approves related party transactions
and wherever it is not possible to estimate the value, approves

limit for the financial year, based on best estimates. All related
party transactions entered during the year were in the ordinary
course of the business and on arm's length basis, thus
disclosure in form AOC-2 is not required as such related party
transactions are not material.

Details of the related party transactions are given in Note no.
43 to the financial statements.

In conformity with the requirements of the Act, read with the
SEBI Listing Regulations, the policy to deal with related party
transactions is also available on Company's website athttps://
gandhispecialtubes.com/irpolicies.html.

PUBLIC DEPOSITS

Your Company has not accepted any deposits under Chapter
V of the Act during the financial year and as such, no amount
on account of principal or interest on deposits from public is
outstanding as on 31 March 2026

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

Pursuant to Section 186 of the Companies Act, 2013 and
Schedule V of the Listing Regulations, disclosure on particulars
relating to Loans, Guarantees and Investments are provided
as part of the financial statements in Note No.5, 9 and 35

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, RESEARCH & DEVELOPMENT (R&D) AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are provided as Annexure II.

MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the
financial position of the Company occurred between the end
of the financial year to which these financial statements relate
and the date of the report other than those mentioned under
any section of this Annual Report.

AUDITORSa. STATUTORY AUDITORS

The Members at the 37^th Annual General Meeting held on
July 26, 2022, approved the appointment of M/s. S.V. Doshi
& Co., Chartered Accountants, for a period of 5 (five) years to
hold office till the conclusion of 42^nd Annual General Meeting
of the Company. The Statutory Auditors have confirmed their
eligibility and submitted the certificate in writing that they are
not disqualified to hold the office of the Statutory Auditor. The
report given by the Statutory Auditor on the financial statements
of the Company forms part of the Annual Report. There is no
qualification, reservation, adverse mark or disclaimer given by

the statutory auditor in their report.

b. COST AUDITOR

Dakshesh Zaveri, Cost Accountants, carried out the cost audit
for the Company for the year under review. They have been
re-appointed as cost auditors for the financial year ending
31 March 2027. A remuneration of Rs. 85,000/- (Rupees
Eighty-Five Thousand only) plus applicable taxes and out of
pocket expenses has been fixed for the Cost Auditors subject
to the ratification of such fees by the Members at the 41st
AGM. Accordingly, the matter relating to ratification of the
remuneration payable to the Cost Auditors for the financial
year ending 31 March 2027 is placed at the AGM. The
Company will maintain cost records as specified under sub¬
section (1) of section 148 of the Companies Act, 2013 and
the same shall be audited by the cost auditor i.e. Dakshesh
Zaveri, Cost Accountants for the financial year ending 2026

c. SECRETARIAL AUDITOR

The Members at the 40th Annual General Meeting held on
11 August 2025, approved the appointment M/s Dholakia &
Associates LLP, Company Secretaries, to undertake the
Secretarial Audit of your Company for a term of five consecutive
financial years from 1 April 2025 to 31 March 2030. The
Secretarial Audit Report (Form MR - 3) of the Company for
the year ended 31 March 2026 is enclosed as Annexure III
to this report. The comments made by the Secretarial Auditors
are self-explanatory.

The Annual Secretarial Compliance Report issued by the
Secretarial Auditor in terms of Regulation 24A of Listing
Regulations, was submitted to the stock exchanges within the
statutory timelines and is available on the Company's website
at https://gandhispecialtubes.com/irnews.php#result

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
“OTHER THAN THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT”

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors 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 Act. Therefore, the details of same are not provided
herein.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

During the financial year, your Company has complied with
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and
employees as required under Section 197 of the Act, and
Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 have been annexed to
this report as Annexure IV.

Details of employee remuneration as required under
provisions of Section 197 of the Act, and Rule 5 (1), 5(2)
& 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, form part of this report.
As per the provisions of Section 136 of the Act, the Report and
Financial Statements are being sent to the Members of your
Company and others entitled thereto, excluding the statement
on particulars of employees.

Copies of said statement are available at the registered office
of the Company during the designated working hours from 21
days before the Annual General Meeting till date of the Annual
General Meeting. Any member interested in obtaining such
details may also write to the secretarial department at the
registered office of the Company.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company maintains a strict stance against sexual
harassment in the workplace and has implemented a policy
aligned with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, and its
accompanying Rules. The policy is designed to safeguard
employees, prevent incidents of sexual harassment, and
address complaints effectively. An Internal Complaints
Committee is in place to handle any reported cases of sexual
harassment. There was one complaint of sexual harassment
received by the Company during the financial year 2025-2026

WHISTLER BLOWER POLICY AND VIGIL MECHANISM

In accordance with the provisions of Section 177 (9) of
the Act and requirements of Regulation 22 of the Listing
Regulations, your Company has a vigil mechanism which has
been incorporated in the Whistle Blower Policy for Directors
and Employees to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of the Code
for Prevention of Insider Trading. The Whistle Blower Policy
is uploaded on the website of your Company athttps://
gandhispecialtubes.com/irpolicies.html

ANNUAL RETURN

The annual return of the Company as required under the
Companies Act, 2013 will be available on the website of
the Company athttps://gandhispecialtubes.com/irresults.
php?rTvpe=R.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Since the Company is not part of Top 1000 Listed Companies
based on Market Capitalization on the basis of the average
market capitalisation from 1st July to 31st December 2025
Business Responsibility and Sustainability Report pursuant to
Regulation 34(2)(f) of the Listing Regulations is not applicable
to the Company

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required
in respect of the following matters as there were no such

transactions during the year under review:

1. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.

2. Issue of Equity Shares (including Sweat Equity Shares) to
employees of your Company, under any scheme.

3. Your Company has not resorted to any buy back of its
Equity Shares during the year under review.

4. There is no Employees Stock Option Scheme

5. There were no instances of non-exercising of voting rights
in respect of shares purchased directly by employees under
a scheme pursuant to Section 67(3) of the Act read with
Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014.

6. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and your Company's operations in future.

7. The 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 - Not Applicable

8. The details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end
of the financial year- Not Applicable

ACKNOWLEDGEMENT

The Directors would like to extend their sincere gratitude
to the Company's customers, vendors, and investors for
their unwavering confidence and patronage. We are deeply
appreciative of the continuous support received from business
associates, regulatory and governmental authorities, whose
cooperation, support, and guidance have been instrumental
in our success.

The Directors express their utmost appreciation for the
dedicated efforts and contributions of every employee
including the workmen at our manufacturing plants, who have
demonstrated unwavering support and resilience during the
challenging times. It is through the collective efforts of our
stakeholders and employees that we continue to thrive and
achieve our goals.

For and On behalf of the Board of DirectorsManhar G. Gandhi

Chairman & Managing Director
DIN: 00041190

Place: Mumbai
Date: 25 May 2026