Gandhi Special Tubes Ltd

Record Date Buyback Details

• Record date fixed as Friday, 21 August 2026, for entitlement.
• Buyback up to 868,100 equity shares at ₹900 per share in cash.
• Aggregate buyback amount up to ₹781.29 million; approved by board and shareholders.

AGM Details

• AGM held on 12 Aug 2026 at 11:00 IST via VC/OAVM.
• Voting rights cut-off date: 5 Aug 2026.
• Meeting conducted without physical attendance.

Key Resolutions and Outcomes

• Item 1: Adopt audited financials for year ended 31 Mar 2026; passed.
• Item 2: Declare final dividend for year ended 31 Mar 2026; passed.
• Item 3: Reappoint Jayesh Gandhi by rotation; passed.
• Item 4: Appoint Manoj Bhupatrai Gandhi as non-exec non-independent director; passed.
• Item 5: Ratify remuneration of Cost Auditors; passed.
• Item 6: Buyback of equity shares; passed as special resolution.

Dividend

• Final dividend declared/approved on equity shares.

Director Changes

• Jayesh Gandhi retires by rotation; reappointed.
• Manoj Bhupatrai Gandhi appointed as Non-Executive Non-Independent Director.

Auditors

• Remuneration of Cost Auditors ratified.

Financial results

• Unaudited standalone results for quarter ended 30 June 2026 approved, with Limited Review Report.

Segment reporting

• Company has a single reportable segment under Ind AS 108.

Governance change

• Company Secretary and Compliance Officer renamed to Chaitali Parekh.

Public disclosures

• Extracts to be published in newspapers and on the company website.

Board oversight

• Audit Committee reviewed results; Board approval dated 12 August 2026.

Comparable figures

• Prior period figures regrouped/reclassified for comparability.

Auditor remarks

• Statutory auditors carried out a limited review; no material misstatement observed.

AGM Details

• AGM date/time: 12 August 2026 at 11:00 IST.
• Mode: VC/OAVM; chair: Mr. Manhar G Gandhi.
• Attendance: 53 shareholders present via VC/OAVM.
• Quorum present; opening remarks on industry trends and FY2025-26 performance.
• Registers for inspection available electronically.

Resolutions

• Resolution 1: Receive financial statements, Board and Auditor reports for year ended 31 March 2026.
• Resolution 2: Declare final dividend on equity shares for year ended 31 March 2026.

Dividend Details

• Dividend: Final dividend proposed; amount per share not disclosed.

Auditors' Reports

• Auditors' and Secretarial Auditors' reports had no qualifications or adverse remarks.

AGM notice and AR web-link

• Notice and Annual Report for FY2025-26 accessible via a company web-link.
• Weblink and exact path provided to members without registered email addresses.
• SEBI LODR amendment dated December 12, 2024 requires web-link access.

Financial performance

• Revenue from operations: ₹19,177.02 lakhs, up 11.15% YoY.
• PAT: ₹6,836.43 lakhs, up 16.52% YoY.
• EPS: ₹56.26; PAT margin 33.58%.
• EBITDA margin: 49.71%; Operating margin: 44.68%.
• Net worth: ₹31,594.77 lakhs; RoCE: 28.08%.
• Final dividend proposed: ₹15 per share; total ₹1,822.80 lakhs.
• Record date: 5 Aug 2026; payout by 11 Sep 2026.
• No borrowings; debt-equity ratio not applicable.

Operations and product mix

• Product mix: Seamless Tubes 85.50%, Welded Tubes 10.75%, Nuts 3.75%.
• Revenue from sewn goods: 18,788.03 lakhs; domestic sales 11,60,231 units.
• Domestic sales up 23.5% YoY; revenue up ~11.4% YoY.
• Over 80% revenue from seamless tubes.
• Manufacturing facility: Halol, Gujarat; 1.1 million sq ft; 400+ employees.
• Renewables: 69% electricity from renewables; rooftop 2 MW; windmills 2.5 MW.

Dividends and capital allocation

• Final dividend ₹15 per share; ₹1,822.80 lakhs total; record date 5 Aug 2026.
• Dividend payout by 11 Sep 2026; dividend tax as per applicable laws.
• Buyback approved: up to 8,68,100 shares at ₹900; ₹78.12 crore.
• Tender offer route; promoters to participate up to 43,86,106 shares.
• Promoter participation details and buyback timings disclosed in AGM notice.
• Unclaimed dividends/shares transferred to IEPF for 2017-18: ₹17,72,802; 26,001 shares.

Governance and board

• Board: six directors; four independent; two women; one executive.
• Nishita Chheda joined as woman independent director: 1 Aug 2025.
• Bhupatrai Gandhi deceased: 9 Sep 2025.
• Audit Committee: five members; NRC: three; CSR: three; SRC: three.
• MD remuneration: ₹408.00 lakhs; salary ₹144.00; commission ₹264.00.
• Board evaluations conducted; independent directors met on 10 Feb 2026.

Audit and internal controls

• Statutory auditors: S. V. Doshi & Co; unqualified opinion.
• Cost auditor: Dakshesh Zaveri; ₹85,000; subject to AGM ratification.
• Secretarial auditor: Dholakia & Associates LLP; MR-3 Annexure III.
• Internal controls: adequate; no material weaknesses reported.

CSR and sustainability

• CSR policy on company website; CSR Committee chaired by Manhar Gandhi.
• CSR spend: ₹1.45 crore; ongoing Akshaya Chaitanya project; central kitchen.
• Average net profit ₹66.12 crore; 2% CSR obligation ₹1.32 crore; actual ₹1.45 crore.
• Excess spend ₹16.41 lakh; Annexure II disclosures provided.
• Renewables: 69% electricity from renewables; water and waste management initiatives highlighted.

Risks and uncertainties

• Industry cyclicality and macroeconomic sensitivity.
• Raw material price volatility and energy costs.
• Foreign exchange and currency fluctuations; hedging limited.
• Monsoon dependence affecting tractor/rural demand.
• Geopolitical tensions and supply chain disruptions.

Capital structure and ownership

• Promoters hold 73.53% equity; dematerialised 98.31% of shares.
• No debt; net debt zero; gearing not applicable.
• Share capital remained ₹607.60 lakhs; no capital changes during year.