Your Directors are pleased to present their 40^th (Fortieth)
Annual Report along with the Audited Financial Statements for
the financial year ended on 31 March 2025.

FINANCIAL RESULTS

The Company's financial performance for the year ended
31 March 2025 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 ?16,863
lakhs up 1.32% vs year ago. For the Financial year ended 31
March 2025, the Company reported Profit After Tax (PAT) of
? 5,867.41 lakhs, up 5.57 % versus year ago. This was driven
by increase in Other Income and significant focus on cost
cutting measure.

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 2025 is ? 607.60 lakhs divided
into 1, 21, 52,000 equity shares of ? 5/-each.

DIVIDEND

Your Directors are pleased to recommend a dividend of 300%

i.e. ? 15/- per equity share of the face value of ? 5/-each, an
increase of 40% vs FY 2023-24, out of Free reserves, for the
Financial Year ended 31 March 2025 subject to necessary
approval by the Shareholders at the ensuing Annual General
Meeting of the Company to be held on Monday, 11 August,
2025. The total dividend recommended for the financial year
2024-2025 is ? 1822.80 lakhs. Payment of Dividend will be
made to the members whose names appear in Register of
Members as on Monday, 4 August 2025. 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, 1961. Members are advised
to refer to the detailed note stated in the Notes to the Notice
convening 40th 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 has transferred such unpaid
or unclaimed dividends and corresponding shares to IEPF,
up to and including the interim dividend for the financial year
ended 31 March 2017.

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
on http://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
2018 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 2025

CESSATION

a. As per the terms of her appointment, Mrs. Bhavi Koradia
(DIN 07004836) completed her second term as an Independent
Director on 30 October 2024 and accordingly ceased to be an
Independent Director and Member of the Board of Directors of
the Company.

The Board of Directors wish to sincerely appreciate and
express gratitude for the extensive knowledge and invaluable
guidance provided by Mrs. Bhavi Koradia during her tenure
with the Company. Her innovative ideas and strategic thinking
have been instrumental in propelling the company to new
heights, and their contributions are deeply recognized and
admired.

APPOINTMENT

a. Based on recommendation of Nomination and Remuneration
Committee, the Board of Directors at its meeting held on 28
October 2024, appointed Mrs. Ritika Shah (DIN 10723406)
as Additional Director designated as Non-executive Woman
Independent Director with effect from 31 October 2024 upto
30 October 2029 subject to approval of the shareholders.
The Shareholders of the Company have approved her
appointment by resolution passed by postal ballot & e-voting
on 28 November 2024

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
40th 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 2025, 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 2025 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 includes 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

At Gandhi dedication to Corporate Social Responsibility (CSR)
has remained steadfast from its inception. Your Company's
belief in creation of SCR wealth which can be used for longer
period and the beneficiaries should derive benefit generation
to generation,” serves as the guiding light Together, we're
making a difference in the lives of many stakeholders.

The CSR Projects undertaken by your Company for Financial

year 2024-2025 are as follow
Jaipur Foot Project

As part of our commitment to inclusive healthcare and social
responsibility, we extended our support to the Jaipur Foot
Project through a collaboration with the Lions Club. This
initiative provides prosthetic limbs to individuals who have
lost a limb due to accidents, illness, or congenital conditions.
By restoring mobility, independence, and dignity, the project
significantly enhances the quality of life for beneficiaries.
Our contribution helped make this transformative support
accessible to underserved communities, reflecting our CSR
focus on healthcare accessibility and the empowerment of the
differently-abled.

Refurbishment of KEM Hospital

As part of our commitment to healthcare and community
well-being, Gandhi Special Tubes Ltd., under the leadership
of Chairman Mr. Manhar Gandhi, generously contributed
towards the renovation of the Registration Area at KEM
Hospital, Mumbai — a vital facility serving thousands of OPD
patients daily.

The redesigned space offers a modern, patient-friendly
environment with a clean and professional look.

Key enhancements include:

• Installation of 6 comfort chairs in the Heerkani Kaksh

• Creation of a mezzanine floor for MJPJY office and storage

• Expansion of registration counters to improve patient flow

This CSR initiative reflects our ongoing dedication to impactful,
sustainable community development.

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 at https://gandhispecialtubes.com/
irproiects.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 Transactions
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 notes 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 at https://
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 2025

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. 33

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.

AUDITORS

a. 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 2025. A remuneration of Rs. 75,000/- (Rupees
Seventy 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 40^th AGM. Accordingly, the matter relating to ratification
of the remuneration payable to the Cost Auditors for the
financial year ending 31 March 2025 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 2025

c. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and Regulation 24A
of Listing Regulations, the Directors appointed M/s Dholakia
& Associates LLP., Company Secretaries, to undertake the
Secretarial Audit of your Company for the year ended 31
March 2025. The Secretarial Audit Report (Form MR - 3) of
the Company for the year ended 31 March 2025 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#resul

In accordance with the SEBI (Listing Obligations and

Disclosure Requirements) (Third Amendment) Regulations,
dated December 12, 2024, the Secretarial Auditors shall
now be appointed by the Members of the Company, on the
recommendation of the Board of Directors, for a period of five
(5) consecutive years.

Based on the recommendation of the Audit Committee,
the Board, at its Meeting held on 28 May 2025, subject to
the approval of the Members of the Company, approved
appointment of M/s Dholakia & Associates, LLP, Company
Secretaries (Firm Registration Number P2014MH034700)
as the Secretarial Auditors of the Company, for a term of five
(5) consecutive years, to hold office from 1 April 2025 to 31
March 2030 on such remuneration, as recommended by the
Audit Committee and as may be mutually agreed between
the Board of Directors of the Company and the Secretarial
Auditors from time to time. Accordingly, consent of the
Members is sought for approval of the aforesaid appointment
of Secretarial Auditors, through the resolution forming part of
the Notice of the AGM.

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 Rule5 (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. No complaint of sexual harassment was received
by the Company during the financial year 2024-2025

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 at https://
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 at https://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 2024
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 Directors

Manhar G. Gandhi

Chairman & Managing Director
DIN: 00041190

Place: Mumbai
Date: 28 May 2025