To the Members:

The Directors have the pleasure in presenting before you the 40^th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31^st March 2026.

(Rs. In Lakhs)

The company participated in the tenders of ONGC, OIL, and other customers and was successful in bidding and secured orders worth Rs. 155.51 cr. The company executed these orders and achieved revenues of Rs. 71.81 Cr. with EBIDTA of Rs. 6.3 Cr. in FY2025-26. The company API licenses have been renewed during FY 2025-26 for the next three years i.e., up to December

2028. The company's testing laboratory was certified for the competency testing and calibration with NABL Accreditation that is from 2026 to 2030.

The Engineering Division has secured orders for products and precision machining services from defense PSU's, and some of the orders were executed during 2025-26. The Engineering division has made a capital investment for the procurement of 5 Axis CNC Machining center during 2025-26 for the execution of new orders.

(Rs. In Lakhs)

The company is participating in new tenders floated by ONGC and OIL and global tenders for the FY 2026-27. The company expects the tenders to open during June-July 2026 and finalization of the tenders during August-September 2026. These tenders are relevant to our product portfolio – Drill Pipes, Heavy Weight Drill Pipes, Drill Collars, and other related products.

The Government of India's ‘Make in India' Policy permits Domestic Manufacturers only to participate in the Tenders for premium connections. There are certain specialised premium connections for which the Company holds the licenses, and an integrated facility makes OCTL cost-competitive in securing the orders.

In addition to this, the Government of India, Ministry of Steel, had amended the Steel Policy with a condition of minimum 50%

Value Addition criteria, replacing the "Melt & Pour" condition.

The Company is strategically expanding its focus across the Defense, Aerospace, Power, and Critical Engineering Machining transition the Company's revenue base from reliance on a single industry Componentssectors.This vertical to a multi-sector portfolio, thereby enhancing revenue stability and supporting sustained long-term growth.

In line with this strategy, the Company is actively recruiting experienced professionals with expertise in the aerospace and defense engineering domains, recognizing these as high-growth areas central to its diversification aerospace machining team is currently being assembled to support this initiative. Concurrently, the Company is evaluating strategic partnerships and business opportunities within the defense and Aerospace sector with the objective of establishing itself as a sub-system and systems supplier.

Your company operates in core sectors and has big opportunities for growth in next coming years.

The ongoing conflict in West Asia has created a visible impact across the Indian industry, cascading the delay of order inflows with escalation in input cost, fuel cost, and logistics.

During the year under review, there was a change in the Capital Structure of the Company as detailed below.

The company borrowed Inter Corporate Deposits (ICD) from United Steel Allied Industries Private Limited (USAIPL), the promoter company during January 2020 to September 2023 to pay the One Time Settlement amount to the Banks and to meet CIRP costs and operational expenses. The total amount outstanding as on 30th September, 2024 was Rs. 92,71,55,823. Since a positive net worth (excluding Revaluation reserves) is a prerequisite for the company to participate in the tenders being floated by various authorities, the company requested USAIPL (promoter company), and USAIPL had agreed in principle to convert the ICD outstanding in Oil Country Tubular limited into OCPS (Fully Paid-up Zero Coupon Optionally Convertible Non-Cumulative Preference Shares) and to augment the net worth of the company and to enable OCTL to participate in the future tenders.

Pursuant to the Special Resolution passed by the shareholders at the Extra-Ordinary General Meeting held on December 11, 2024, and subject to applicable approvals, the Company allotted 1,38,46,154 Fully Paid-up Zero Coupon Optionally Convertible Non-Cumulative Preference Shares (OCPS) to USA Industries and Properties Limited (Promoter Group) on December 31, 2024, at 65 per OCPS, aggregating to 90 crore. The OCPS are convertible into equity shares on a one-to-one basis within 18 months from the date of allotment.

Out of the total OCPS allotted, 35,50,000 OCPS were converted into equity shares on January 29, 2025, and a further 41,50,000 OCPS were converted into equity shares on May 8, 2025, for which the Company has obtained the requisite listing and trading approvals. Accordingly, 61,46,154 Fully Paid-up Zero Coupon Optionally Convertible Non-Cumulative Preference Shares (OCPS) remain outstanding as on the date.

The Authorized Share Capital of the Company is as follows;

The Issued, Subscribed and Paid-up Share Capital of the Company is as follows;

In view of the loss, no amount is proposed to be transferred to reserves.

Your Company did not declare any Dividend for the Financial Year 2025-26 in view of the losses.

The Board of Directors duly met 5 times during the financialyear. The dates on which the meetings were held are 8^th May,2025, 11^th June,2025, 7^th August, 2025, 30^th October, 2025, and 12^th February, 2026.

During the year under review, Mr. K. Suryanarayana was appointed as the Chairman and Managing Director of the Company for a period of three (3) years with effect from September 21, 2025, up to September 20, 2028.

Mrs. Shri Puja Kamineni (DIN: 06818438) and Mr. Paruchuri Dheeraj Chowdary (DIN: 09341915) were appointed as Non-

Executive Non-Independent Directors of the Company with effect from June 11, 2025. and further, Mr. Kamineni Shashidhar (DIN: 00332223) was also appointed as a Non-Executive Non-Independent Director of the Company with effect from August 7, 2025.

The approval of the Members for the aforesaid appointments were sought in the 39^th Annual General Meeting was held on 10^th September, 2025.

During the year, Mr. Sudhir Kumar (ICSI Membership No.: ACS 8999), Company Secretary and Compliance Officer of the Company, resigned from his position with effect from May 8, 2025. Subsequent to his resignation, Mr. Vaibhav Suryakant Suryawanshi (ICSI Membership No.: ACS 72171) was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 7, 2025.

During the year under review, Mr. Ramamuni Reddy Jampanapalle resigned from the position of Chief Financial Officer of the Company with effect from August 7, 2025. Consequent thereto, Mr. Lal Bahadur Shastry Gubba (ICAI Membership No. 220590) was appointed as the Chief Financial Officer of the Company with effect fromAugust 7, 2025.

Subsequently, Mr. Lal Bahadur Shastry Gubba resigned from the position of Chief Financial Officer with effect from April 23, 2026. Thereafter, Mr. Ramamuni Reddy Jampanapalle was re-appointed as the Chief Financial Officer of the Company with effect from May 21, 2026.

Other than the above-mentioned, there were no other changes that took place in the office of Directors and KMPs

In terms of Section 149 of the Act and the Listing Regulations, the following are the Independent Directors of your Company as on the date of this Report.

All the Independent Directors of your Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014, as amended, all the Independent Directors have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specifiedin the Act as well as the Rules made thereunder and are independent of the Management.

As per the requirements of Regulation 25(10) of the Listing Regulations, your Company has taken a policy of insurance for all its Independent Directors and Key Managerial Personnel (KMP).

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of the Listing Regulations and pursuant to Section 178 of the Act. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance, recommend the remuneration package of both the Executive and Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package of the Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel, and other Employees pursuant to the provisions of the Act and the Listing Regulations, which is available on the website of your Company.

Formal familiarization programs were conducted about the amendments in the Companies Act, Rules prescribed thereunder, Listing Regulations, and all other applicable laws to your Company, and all the directors were also apprised about the business activities of the Company.

The objective of these programs is to familiarize Independent Directors with the business of your Company, the industry in which your Company operates, business model, challenges etc., through various means such as interaction with subject matter experts, meetings with business leads and functional heads on a regular basis.

The details of such familiarization programs for Independent Directors are posted on the website of the Company.

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and all other Committees.

A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Director and Nonexecutive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as, contribution of the individual director to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Directors expressed their satisfaction with the evaluation process.

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

Your Company has taken adequate steps to adhere to all the stipulations laid down in Reg. 34 of the SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual

Report. Certificate from the Company Secretary in Practice, Ms. Manjula Aleti of M/s. Manjula Aleti & Associates, Companies Secretaries confirmingthe compliance with the conditions of Corporate Governance as stipulated under the above regulation, is included as a part of this report.

Your Company's shares are listed on the following Stock Exchanges:

(i) BSE Limited (BSE), Phiroze Jee Jeebhoy Towers, Dalal Street, Mumbai- 400001, Maharashtra, India. It is traded with the code 500313 and

(ii) National Stock Exchange of India Limited (NSE), Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra, India. It is traded with the code OILCOUNTUB.

The Company has paid the Annual Listing fees for the FY 2026-27 to NSE and BSE, where the Company's shares are listed

97.61% of the company's paid-up Equity Share Capital is in dematerialized form as on 31st March, 2026, and the balance 2.39% is in physical form. The Company's Registrars are M/s. XL Softech Systems Limited having their registered office at 3,

Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary related party transactions with the Company's Promoters, Directors, courseofbusiness.Therewere nomateriallysignificant Management, or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval, and the particulars of contracts entered during the year, as per Form AOC-2, are enclosed as

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder, and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.octlindia.com under investors/ policy documents/Related Party Policy link.

Annual Return in Form MGT-7 is available on the Company's website. The web link for the same is https://www.octlindia.com/ annual_return.html

Information required under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure-C to this report.

The Independent Directors have submitted a declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149.

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee, two thirds being Independent Directors. CSR Committee of the Board has developed a CSR Policy under Health care and Education activities, which are enclosed as part of this report as Annexure-D.

Additionally, the CSR Policy has been uploaded on the website of the Company at www.octlindia.com under investors/ policy documents/CSR Policy link.

During the year under review, there has been no change in the nature of the business of the Company.

There have been no material changes or commitments that have affected the financial position of the Company between the close of FY 2025-26 and the date of this report.

As defined under the Act, the Company doesn't have any Subsidiary, Joint Venture and Associated companies as of

March 31, 2026.

Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They 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 at the end of the financial year and of the loss of the company for the same period;

c) The directors have taken proper and sufficient care for the maintenance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts for the year 2025-26 on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws, and these are adequate and are operating effectively.

The Board has in place a duly constituted Audit Committee as per the provisions of Section 177 of the Act and the Listing Regulations. The composition, attendance, powers, and role of the Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Apart from the Audit Committee, the Board has also constituted the following committees, in accordance with the provisions of the Act and the Listing Regulations as applicable, which are in place and are discharging their functions as per terms of reference entrusted by the Board:

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The composition, attendance, powers, and role of the Committees are included in the Corporate Governance Report which forms part of this Annual Report.

There are no observations from the Auditors during the year under review.

M/s. CKS Associates LLP, Chartered Accountants, Firm Registered number (007390S/S000218), Hyderabad, Statutory

Auditors of the Company for a term of five consecutive years commencing from the financial year 2022-23 and ending with the financial year 2026-27, till the conclusion of the 41st Annual General Meeting of the Company.

The financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. TheStatutoryAuditors'reportsdonotcontainanyqualifications, reservations, adverse remarks, matters of emphasis, or disclaimers.

During the Financial Year 2024 25, the turnover of the Company exceeded 100 crore. Accordingly, the Board of Directors appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad (Firm Registration No. 000118) as the Cost Auditors of the Company for the Financial Year 2025 26, subject to ratification of their remuneration by the shareholders at the Annual

General Meeting for the Financial Year 2024–25.

However, based on the audited financial statements for the Financial Year 2025 26, the turnover of the Company is below the prescribed threshold of 100 crore. Consequently, the Company is not required to appoint a Cost Auditor for the

Financial Year 2026–27 under the applicable provisions of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

Pursuant to the provisions of Section 204 of the companies act,2013 read with Rule 9 of the companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Manjula Aleti, Proprietor of M/s. Manjula Aleti & Associates, Practicing Company of Practice No. 13279), was appointed as the Secretarial Auditor of the Secretaries(MembershipNo.10380;Certificate Company for a term of five consecutive years commencing from the financial year 2025-26 and ending with the financial year 2029-30.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, issued by the is annexed to this Report as Annexure – A and forms an integral part of this Report.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2026, issued by Ms. Manjula Aleti, Proprietor of M/s. Manjula Aleti & Associates, Practicing Company Secretaries (Membership No. ACS 10380; Certificate of Practice No. 13279), pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been submitted to the Stock Exchanges within the prescribed timeline and is annexed to this Board's Report as Annexure – B.

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistleblower Policy for directors and employees to report genuine concerns has been established. The Whistleblower Policy has been uploaded on the website of the Company at www.octlindia.com under investors/policy documents / Whistleblower Policy link.

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in ANNEXURE-F.

The Board of Directors had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro- active approach in reporting, evaluating and resolving risks associated with the Company's business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Company has adequate internal control systems and procedures to combat risks. The Risk Management Procedures are reviewed by the Audit Committee and the Board of Directors on a quarterly basis at the time of review of the Quarterly Financial Results of the Company.

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and Redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and Redressal of complaints of sexual harassment at workplace.

Awareness programs were conducted. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has setup Internal Complaint Committee to redress complaints on sexual harassment.

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year:Nil

(c) Number of cases pending for more than ninety days: Nil

There have been no significant material orders passed by the Regulators, Courts, or Tribunals that concern status of the Company and its future operations.

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. During the year, the Company has complied with the said code.

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on 31st March, 2026.

During the year under review, industrial relations remained harmonious at all our offices and establishments.

The Company has neither accepted nor renewed any fixed deposits from the public within the meaning of Section 73 of the

Act and the Companies (Acceptance of Deposits) Rules, 2014, and as such, no principal or interest was outstanding as on the date of the Balance sheet. Further, the Company has not accepted any loans/advances from any of its Directors during the year under review.

All properties and insurable interests of your Company have been fully insured.

No application was made or any proceedings were pending under the IBC, 2016, during the year ended on March 31, 2026.

Not Applicable

Directors take this opportunity to express their thanks to various departments of the Central and State Government, ONGC, Oil India Limited, Multinational Companies operating in India and abroad for Oil and Gas Exploration and Drilling, Bankers, Material Suppliers, Customers, and the Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Engineers and Employees of the Company at all levels.