Shareholders Resolution for Buyback of equity Shares

Gandhi Special Tubes Limited GANDHI CIN : 127104MH1985P1C036004 207-204, Plaza, 2nd Floor, 55 Hughes Road, Mumbai - 400 OO7. t Tel. : +91223634L79 I 23634L83 SPECIAL iE info@gandhitubes.com / complianceoffice@gandhitubes.com www.gandhispecialtubes.com Ref No: GSTL / SEC / BSE/ NSE/ 6 2028041, Date:14108 /2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex, Dalal Street, Bandra (East) Mumbai -400 001 Mumbai -400 051 Sub Submission of shareholders' resolution passed by the shareholders of Gandhi Special Tubes Limited ("Company") and resolutions passed by the board of directors of the Company for the bulrback of fully paid-up equity shares of the Company Dear Sir/ Madam, This has reference to our letter dated 25 May 2026 and 14 August 2026, wherein it was intimated that the Board of Directors and the shareholders of the Company, respectively, have approved the buyback of up to 8,68,100 (Eight Lakhs Sixty Eight Thousand One hundred ) fully paid-up equity shares of the Company, having face value of INR 5/- (Indian Rupees Five only) each ("Equity Shares"), at a price of INR 900/- (Indian Rupees Nine Hundred only) per Equity Share, payable in cash, for an aggregate amount of up to INR 78,12,90,000/- (Indian Rupees Seventy Eight Crore Twelve Lakhs Ninety Thousand only) (excluding Transaction Costs), on a proportionate basis through the tender offer route in accordance with the Companies Act,2013, as amended, and rules made thereunder, the Securities and Exchange Board of India (Buy-Back of Securities) Regulations,2018, as amended ("Buyback Regulations") and other applicable laws ("Buyback"). Pursuant to Regulation 5(v) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations ,2078, a certified true copy of the special resolution passed by the shareholders of the Company at the 41't Annual General Meeting on Wednesd ay, T2 Au.gust 2026 approving the Buyback is enclosed as Annexure 1. Further, certified true copies of the resolutions passed by the board of directors of the Company, at its meeting held on 25 May 2026, are collectively enclosed as Annexure 2 The above documents are also bei.g made available on the website of the Company at '!y-1.:rw. gandhis pecialtu bes.com This is for your information and records. For Gandhi Special Tubes Limited Chaitali Parekh Company Secretary and Compliance Officer Membership No. ACS 54216 Gandhi Special Tubes Limited GANDHI CIN : L27104MH1985PLC036004 @ 201-204, Plaza, 2nd Floor, 55 Hughes Road, Mumbai - 400 007. \ Tel. : +91 22 3634179/ 23634183 Q SPECIAL TUBES LTD.§ ®&% _ info@gandhitubes.com / complianceoffice@gandhitubes.com &} www.gandhispecialtubes.com CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED BY THE MEMBERS OF GANDHI SPECIAL TUBES LIMITED AT THE 418T ANNUAL GENERAL MEETING HELD ON WEDNESDAY 12 AUGUST 2026 THROUGH VIDEO CONFERENCING (“VC”) /OTHER AUDIO VISUAL MEANS (“OAVM”) WHICH COMMENCED AT 11.00 ALM AND CONCLUDED AT 11.52 A.M. AT THE DEEMED VENUE BEING THE REGISTERED OFFICE AT 201 - 204, PLAZA, 2ND FLOOR, 55 HUGHES ROAD, NEXT TO DHARAM PALACE, MUMBAI - 400 007 Buyback of Equity Shares of the company — To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Article 24A and 24B of the Articles of Association of Gandhi Special Tubes Limited (the “Company”) and the provisions of Sections 68, 69, 70, 108 and 179 and all other applicable provisions, if any, of the Companies Act, 2013, (the “Act”), the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014, the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017 and other relevant rules made thereunder, each as amended from time to time and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, (the “Buyback Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) (including any amendments, statutory modifications or re-enactments of the Act or the rules made thereunder or the Buyback Regulations, or the Listing Regulations) and subject to such other approvals, permissions consents, sanctions and exemptions as may be necessary, and subject to such conditions, amendments and. modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, consents, sanctions and exemptions which may be agreed by the Board of Directors of the Company (hereinafter referred to as the “Board”, which expression shall include any committee constituted by the Board to exercise its powers, including the powers conferred by this resolution), and on the terms and conditions set out in the explanatory statement (which may be modified based on regulatory requirements and in accordance with applicable law), the consent of the shareholders of the Company be and is hereby accorded for the buyback by the Company of up to 8,68,100 (Eight Lakhs Sixty Eight Thousand One Hundred) fully paid-up equity shares of € 5/- (Rupees Five only) each of the Company (“Equity Share”), being 7.14% of the total paid-up equity share capital of the Company at a maximum price of ¥ 900/- (Rupees Nine Hundred only) per Equity Share (“Buyback Price”), for an aggregate amount not exceeding % 78,12,90,000/- (Rupees Seventy Eight Crore Twelve Lakhs Ninety Thousand only) (hereinafter referred to as the (“Buyback Size”), which represents 24.9996% of the aggregate of the Company’s fully paid-up Equity Share capital and free reserves as per the latest audited financial statements of the Company for the year ended as on 31 March 2026, respectively, on a proportionate basis through the “tender offer” route as prescribed under the Buyback Regulations, to all the shareholders of the Company who hold Equity Shares as on a record date to be subsequently decided by the Board (the “Record Date”) (hereinafter referred to as the “Buyback”) and the Buyback Size does not include transaction costs viz. brokerage, applicable taxes such as securities transaction tax, goods and service tax, stamp duty, expenses incurred or to be incurred for the Buyback like filing fees payable to Securities and Exchange Board of India (“SEBI”),1 advisors/legal fees, intermediary fees, public announcement, publication expenses, pr intj e ar dispatch expenses and other incidental and related expenses, etc. Gandhi Special Tubes Limited GANDHI CIN ; L27104MH1985PLC036004 Q 201-204, Plaza, 2nd Floor, 55 Hughes Road, Mumbai - 400 007. & Tel. : +91 22 3634179 / 23634183 ) SPECIAL TUBES LTD.@ i info@gandhitubes.com / complianceoffice@gandhitubes.com ® www.gandhispecialtubes.com RESOLVED FURTHER THAT in accordance with the Buyback Regulations, the Buyback period shall commence from the date of declaration of results of the Shareholders meeting for special resolution approving the Buyback and shall end on the date on which the payment of consideration to shareholders who have accepted the Buyback is made (“Buyback Period”). RESOLVED FURTHER THAT all of the shareholders of the Company will be eligible to participate in the Buyback including promoters and promoter group of the Company (including members thereof) and their associates who hold Equity Shares as on the Record Date, persons in control (including such persons acting in concert) who hold Equity Shares as on the Record Date. In this regard, the Promoters and Promoter Group of the Company have expressed their intention of participating in the Buyback vide their letters dated May 22, 2026. RESOLVED FURTHER THAT the Board may, till 1 (one) working day prior to the Record Date, increase the Buyback Price and decrease the number of Equity Shares proposed to be bought back under the Buyback, such that there is no change in the Buybac [Showing first 8,000 characters — download PDF for full document]