The Directors take immense pleasure in presenting the Seventy third (73^rd) Annual Report of the Company and the
Audited Statements of Accounts for the financial year ended 31^st March, 2026 (“year under review”).

1. CORPORATE OVERVIEW

Your Company, Ador Welding Limited (“ADOR”)
was incorporated in the year 1951 and has come a long
way to become one of India’s leading players in the
welding industry. Your Company’s Vision is “Creating
the Best Welding Experience”.

ADOR has a huge spectrum of products offering and aims
to provide “Complete Welding Solutions” to the “World of
Manufacturing” for enhancing their operational efficiency.
Our presence is there across over fifteen (15) countries
and our corporate headquarter is based in Mumbai,
Maharashtra, India.

2. FINANCIAL PERFORMANCE & THE STATE OF COMPANY’S AFFAIRS

3. DIVIDEND & RESERVES

The Board of Directors is pleased to recommend the
Final Dividend of 230% (i.e.@ Rs. 23/- per equity
share) for the financial year 2025-26, subject to
the approval of the Members at the ensuing Annual
General Meeting (“AGM”) and will be paid on or after
Tuesday, 28^th July, 2026. The record date for the
payment of dividend is 16^th July, 2026.

The total amount of dividend, to be disbursed for
FY 2025-26, is Rs. 4,003 Lakhs, subject to applicable
TDS. Further, the dividend amount will be paid out of
the profits of the company.

The Dividend for FY 2025-26 shall be paid to those
Shareholders and Beneficial Owners, whose name
appear in the Register of Members (ROM), as on the
cutoff date for dividend payment.

The Board recommends transfer of 10% of the Net
Profits to General Reserve.

The dividend recommendation is in accordance with
the Dividend Distribution Policy (“Policy”) of the
Company. The Dividend Distribution Policy, in terms
of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI (LODR)
Regulations, 2015”) is available on the Company’s
website athttps://adorwelding.com/wp-content/
uploads/2021/07/Dividend-Distribution-Policy.pdf

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as
at 31^st March, 2026 stood at Rs. l,740 Lakhs. Further,
the authorized share capital of the Company stood at
Rs. 4,300 Lakhs.

Confirmations:

a. During the year under review, the Company has not:

i. issued warrants, debentures, bonds, or any other
convertible or non-convertible securities.

ii. issued any equity shares with differential rights as
to dividend, voting or otherwise.

iii. issued any sweat equity shares to its Directors or
employees.

iv. made any change in voting rights.

v. reduced its share capital or bought back shares.

vi. failed to implement any corporate action.

b. The Company’s securities were not suspended for
trading during the year.

c. The disclosure pertaining to explanation for any
deviation or variation in connection with certain
terms of a public issue, rights issue, preferential issue,
etc. is not applicable to the Company.

d. During the year under review, a total of 29,500 stock
options were granted to eligible employees under the
Ador Employee Stock Option Plan 2025. These
options will vest equally over a period of four years
commencing on 22^nd September 2025.

5. ADOR EMPLOYEE STOCK OPTION PLAN
2025

The Board of Directors of your Company at its
meeting held on 06^th May, 2025, approved the Ador
Employees Stock Option Plan (ESOP) 2025. The
ESOP Scheme was subsequently approved by the
Members in its 72^nd Annual General Meeting held on
15^th July, 2025.

The Scheme was introduced because your Company
believes that equity - based compensation plans are
affective tools for attraction, retention, motivation

and incentivization of talents, working with the
Company, with a view to ensure corporate growth,
to create employee ownership culture and to create
value for shareholders.

During the year under review, the Company received
“in-principle” approval from the National Stock
Exchange of India Limited and BSE Limited on 22^nd
August, 2025 for listing 3,40,000 equity shares,
proposed to be issued under the Ador ESOP Scheme
2025. Subsequently, the Nomination & Remuneration
(Compensation) Committee approved the grant of
29,500 stock options to the eligible employees.

The ESOP Scheme has been implemented in
accordance with the provisions of the Companies
Act 2013 and SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (including any
statutory modification(s) and / or reenactment(s)
thereof for the time being in force) (“SEBI (SBEB)
Regulations”) and is available on Company’s
website athttps://adorwelding.com/wp-content/
uploads/2025/07/ESOP-Scheme.pdf.

The certificate from the Secretarial Auditor, on the
implementation of the ESOP Scheme in accordance
with SEBI (SBEB) Regulations and the resolution
passed by the members of the Company, has been
uploaded on the website of the Company athttps://
adorwelding.com/wp-content/uploads/2026/06/
Ador-ESOP-Compliance-Certificate.pdf and are
also set out in Annexure-IX. This certificate will also
be available for electronic inspection by the Members
during the AGM of the Company.

The details of the stock options granted under
the ESOP Scheme and the disclosures in
compliance with Regulation 14 of SEBI (SBEB)
Regulations are set out in Annexure - VIII and are
also available on the website of the Company at
https://adorwelding.com/wp-content/
uploads/2026/06/Annexure-on-ESOP-Reg-14.pdf

6. CREDIT RATING

During the financial year under review, there was no
revision in the Credit Rating of the Company. The
Rating Agency CARE maintained “CARE A ” (Single
A Plus; Outlook: Stable) rating for the Company’s
long term borrowings and “CARE A1 ” (A One Plus)
rating for the Company’s short term borrowings.

7. ACCOUNTING TREATMENT

As mandated by the Ministry of Corporate Affairs
(MCA), the financial statements for the financial
year ended 31^st March, 2026 have been prepared in
accordance with the Indian Accounting Standards (Ind
AS), notified under Section 133 of the Companies
Act, 2013 (hereinafter referred to as “the Act”),
read with the Companies (Accounts) Rules, 2014,
as amended from time to time. The estimates and
judgements relating to the Financial Statements are
made on a prudent basis, so as to reflect a true & fair
form and substance of transactions and reasonably
present the Company’s state of affairs, profits & cash
flows for the financial year ended 31^st March, 2026.

The Notes to the Financial Statements adequately
cover the Audited Statements and form an integral
part of this Report.

8. OPERATIONS

In FY 2025-26, the total Sales & Other
Income increased by 1.58 %, as compared to last
FY 2024-25. The year ended with Sales & Other
Income of Rs. 1,15,509 Lakhs (Rs. 1,13,706 Lakhs)*.

The Company’s Net Sales and Other Income during
FY 2025-26 comprised the following:

8.1 Welding Rs. 1,07,874 Lakhs (Rs. 1,03,291 Lakhs)*

8.2 Services Business at Rs. 5,671 Lakhs (Rs. 8,392
Lakhs)*

8.3 Other Income of Rs. 1,964 Lakhs
(Rs. 2,023 Lakhs)* mainly comprised of forex
gain, interest, rent & export incentives etc.

(*Figures in brackets indicate previous year)

9. CAPEX

The Company incurred CAPEX of Rs. 2,624 Lakhs
during FY 2025-26. The Capital work-in-progress
as at 31^st March, 2026 was at Rs. 316 Lakhs.
CAPEX planned for FY 2026-27 is approximately
Rs. 3,500 - 4,000 Lakhs, mainly for the following:-

a. Automation / modernization at Consumables and
Equipment Plants.

b. Plant & Machinery for capacity expansion of

certain products, and also for improvement of
“productivity & in-process quality”.

c. Replacement of Old Machineries.

d. Upgradation of R&D Infrastructure.

e. Information Technology (IT) upgradation,
digitalization & Compliances.

f. Replacement of Vehicles.

10. PERFORMANCE OF THE SUBSIDIARY
COMPANY

M/s. 3D Future Technologies Private Limited
(3DFT), which became a wholly owned subsidiary of
the Company, with effect from i.e. 25^th September,
2024, pursuant to the scheme of Amalgamation of
Ador Fontech Limited with Ador Welding Limited,
the Company has now fully aligned the processes
and reporting structures of the merged entity.
Considering the criteria mentioned in Regulation 16
of SEBI (LODR) Regulations, 2015, the Company
does not have a material subsidiary for FY 2025-26.
The Board of Directors of the Company has approved
a Policy for determining material subsidiaries,
which is in line with the provisions of SEBI (LODR)
Regulations 2015, as amended from time to time. The
said Policy is uploaded on the Company’s website at
the following weblink:https://adorwelding.com/wp-
content/uploads/2025/06/Policy-for-determining-
Material-Subsidiary.pdf

The principal business of M/s. 3D Future Technologies
Private Limited is development of technical expertise
in three- dimensional technology.

During the year under review, the gross revenue
of 3DFT for FY 2025-26 stood at Rs. 456 Lakhs
(previous year: 585 Lakhs), however, loss before tax
Rs. 187 Lakhs (previous year: Rs. 366 Lakhs).

Pursuant to the provisions of Section 129(3) of
the Companies Act, 2013, a statement containing
the salient features of financial statements of the
Company’s subsidiary in Form No. AOC-1 is attached
to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of
the Act, the financial statements of the Company,
consolidated financial statements along with relevant
documents and separate audited financial statements

in respect of the subsidiary, are available on the
Company’s website athttps://adorweldinp.com/
financials/annual-reports/

The financial statements shall be kept open for
inspection at the Registered Office of the Company.
The Company will also make available these
documents upon request by any Member of the
Company, interested in obtaining copy of the same.

11. RISK MANAGEMENT

Given the diversified scale of operations, your
Company has formulated an Enterprise Risk
Management (ERM) framework to manage various
financial & non-financial risks, operational & non¬
operational risks, amongst other risks. The Board
takes the responsibility of the overall process of risk
management throughout the organization.

The ERM Policy ofthe Company helps to continuously
assess & monitor the risks assumed by the Company.
The processes are in place for identifying, evaluating
and managing the risks. Based on the ERM Policy,
the Board hereby states that there are no elements
of risks which threaten the existence / going concern
status of the Company.

Further, as your Company was in “Top 1000 listed
Companies”, based on market capitalization, as on
31^st March, 2021, a Risk Management Committee
(RMC) was constituted in FY 2021-22 to oversee
implementation of the Risk Management Policy,
to monitor & evaluate risks, to propose appropriate
methodology, processes & systems and to keep
the Board of Directors informed and recommend
the actions, to be taken, if any. The said policy is
uploaded on the Company’s website at the following
web link:https://adorwelding.com/wp-content/
uploads/2025/07/Risk-Management-Policy.pdf

12. RELATED PARTY TRANSACTIONS (RPTs)

During FY 2025-26, the Company entered into
certain Related Party Transactions, in the ordinary
course of business and on arms’ length basis, with
prior approval of the Audit Committee. Omnibus
approvals are obtained on a quarterly basis for all
the transactions, which are foreseeable & repetitive
in nature and the details of all the related party

transactions are placed before the Audit Committee
and the Board of Directors for review & approval, on
a quarterly basis.

Further, necessary approval of the Audit Committee,
wherever applicable, for transactions was taken
pursuant to SEBI Circular No. SEBI/HO/CFD/
CFD-PoD-2/P/CIR/2025/93 dated June 26, 2023,
with respect to the Industry Standards on “Minimum
Information to be Provided to the Audit Committee
and Shareholders for Approval of the Related Party
Transactions”. There were no materially significant
transactions with the related parties, during the
financial year, that had potential conflict with the
interests of the Company at large.

During the financial year 2025-26 under review, the
Company did not enter into any transaction, contract
or arrangement with the related parties, that could be
considered as “material” under Regulation 23(4) of
SEBI (LODR) Regulations, 2015 or Section 188 of
the Companies Act, 2013.

All the transactions entered into with the Related
Parties during the financial year 2025-26 under
review, were on arms’ length basis and were not
material. Hence, disclosure pursuant to Section
134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, in Form
AOC-2, is not required. Further, there are no
materially significant Related Party Transactions
executed between the Company & its Promoters,
Directors, Key Managerial Personnel or other
designated persons, that may have a potential
conflict, with the interest of the Company, at large.

None of the Directors have any pecuniary
relationships or transactions vis-a-vis the Company,
except remuneration, commission, sitting fees and
reimbursement of expenses, to the extent applicable.
All the Related Party Transactions are given /
mentioned in the notes to accounts. The Company
has developed a framework through Standard
Operating Procedures (SOPs), for the purpose of
identification and monitoring of the Related Party
Transactions.

A detailed note on procedure adopted by the
Company in dealing with contracts and arrangements
with the related parties has been provided in the

Report on Corporate Governance on page no. 67.

The Company has adopted RPT Policy in order
to align with the provisions of the amended SEBI
(LODR) Regulations, 2015, which is reviewed by
the Audit Committee & approved by the Board of
Directors. The said RPT policy is available on the
Company’s website athttps://adorwelding.com/
wp-content/uploads/2025/07/RPT-Materiality-
Policy-2023-24.pdf

13. ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Companies
Act, 2013, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, as
amended, the draft of Annual Return for FY 2025¬
26 in web form MGT-7 is available on the Company’s
website:https://adorwelding.com/wp-content/
uploads/2025/06/MGT-7-Website.pdf

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Under the “Corporate Social Responsibility”
(CSR) drive, the Company has spent an amount
of Rs. 219.89 Lakhs during FY 2025-26, against
its budgeted annual CSR expenditure of Rs. 217.16
Lakhs. The various projects / initiatives, undertaken by
the Company, were in the following areas:

a. Promoting education amongst children,
women, elderly and differently abled, including
special education & employment enhancing
vocational skills, especially skill development and
encouraging safety practices in welding & allied
fields for economically challenged / financially
weaker sections of the Society.

b. Empowering women towards individual and
professional development opportunities.

c. Promoting healthcare, sanitation & hygiene for
the non-privileged / underprivileged people

d. Disaster management, including relief,
rehabilitation and reconstruction activities

Your Company understands its duties towards the
society and considers social responsibility as an
integral part of its operations. Your Company tries
to ensure that its CSR initiatives have a meaningful

impact on the society at large & that the contribution
made by it, reaches the beneficiary at the earliest,
with the aim to create a long-term positive impact.

The Company is committed to continuously explore
new opportunities, in alignment with its CSR
philosophy & policy and strives to create a positive
impact on the society, through its CSR initiatives.

The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year are set out, in a format prescribed in the
Companies (CSR Policy) Rules, 2014, as amended
from time to time, in Annexure - I to this Report.
The CSR Policy is also available on the Company’s
website athttps://adorwelding.com/wp-content/
uploads/2025/07/CSR-Policy-FY-2022-23.pdf

The composition of the CSR Committee is covered
under the Corporate Governance Report, which is
annexed to this Report as Annexure - III.

Brief on “Ador Foundation”

“Ador Foundation” is a social initiative, undertaken
by all the Ador Group Companies, collectively from
FY 2022-23 onwards. The mission of the Foundation
is to take Ador Group’s socially conscious legacy
forward, through initiatives in the field of Education,
Women Empowerment, Skill-Development & Health
Care, which are also considered as four pillars of the
foundation. All the projects are personally vetted by
the personnel of the Foundation & by at least two of
our Directors, to ensure that the said projects are
good, genuine and beneficial to the underprivileged
society at large. Ador believes in doing well by
giving good. It is our firm belief that the long-term
success of a corporate depends on giving back to the
society, it operates in and ensuring its operations are
sustainable.

15. PARTICULARS OF LOANS, GUARANTEES &
INVESTMENTS BY THE COMPANY

The details of Loans, Guarantees & Investments,
covered under the provisions of Section 186 of the
Companies Act, 2013, are given in the notes to the
Financial Statements, forming part of this Annual
Report.

16. FIXED DEPOSIT

Your Company had no opening balance of fixed
deposits. Further, the Company has not accepted
or renewed any deposits, including from the public,
and, as such, no amount of principal or interest was
outstanding as of the Balance Sheet date, within
the meaning of Section 73 and / or Section 74 of
the Companies Act 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.

17. SECRETARIAL STANDARDS (SS)

During the year under review, your Company has
complied with all the applicable Secretarial Standards
(SS), issued by the Institute of Company Secretaries
of Ind ia (ICSI), from time to time.

18. INSURANCE

All the properties / assets of the Company are
adequately insured.

19. ENERGY, CONSERVATION, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information required under Section 134(3)
(m) of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014 with respect to
the conservation of energy, technology absorption &
foreign exchange earnings / outgo is annexed hereto
as Annexure - II.

20. CORPORATE GOVERNANCE

As per the Listing Agreements executed with the
Stock Exchanges, the Company has been following
the Corporate Governance Code since FY 2001¬
02. Your Company has strived to comply with all the
requirements of the Good Corporate Governance
practices for the period from 01^st April, 2025 to
31^st March, 2026 (i.e. FY 2025-26), pursuant to
Regulation 27(2) of SEBI (LODR) Regulations,
2015. As per Regulation 34(3) read with Schedule
V to SEBI (LODR) Regulations, 2015, a separate
section on the Corporate Governance practices,
followed by the Company, together with Corporate
Governance Compliance Certificate received from /

issued by M/s. N. L. Bhatia & Associates, Practicing
Company Secretaries, Secretarial Auditors of the
Company, confirming compliance is forming an
integral part of this Report, which is annexed hereto
as Annexure - III.

21. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis (MDA)
Report on the operations of the Company, as
stipulated under Schedule V to SEBI (LODR)
Regulations, 2015, is also annexed to this Report as
Annexure - IV.

22. SIGNIFICANT & MATERIAL REGULATORY
ORDERS

During FY 2025-26, there were no significant orders
passed against the Company by any regulators or
courts or tribunals, impacting the going concern status
and the Company’s future operations. However,
Members attention is drawn to the Statement on
Contingent Liabilities and Commitments in the
Notes, forming part of the Financial Statement.

23. NOMINATION, REMUNERATION & BOARD
DIVERSITY POLICY

The Board of Directors has framed a policy, on the
recommendation of the Nomination & Remuneration
Committee (NRC), which lays down a framework
in relation to appointment and remuneration of its
Directors. The Policy includes criteria for determining
qualifications, positive attributes, independence of
Directors etc., as required under the provisions of
Section 178(3) of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015. The Policy also
broadly lays down the guiding principles, philosophy
and the basis for payment of remuneration to the
Executive & the Non-Executive Directors. The
said policy has been posted on the website of the
Company athttps://adorwelding.com/wp-content/
uploads/2021/07/criteria_for_payment_to_NEDs.
pdf

In case of re-appointment of Non-Executive
& Independent Directors, NRC and the Board
takes into consideration the performance of the

Directors, based on the Board evaluation and his / her
engagement level during his / her previous tenure.

The details of the Remuneration Policy for Directors,
are explained in the Corporate Governance Report,
annexed hereto as Annexure - III.

The Company recognizes and embraces the
importance of a diverse Board in its success. We
believe that a truly diverse Board will leverage
differences in thought, perspective, regional and
industry experience, cultural and geographical
background, age, ethnicity, race, gender, knowledge
and skills including expertise in financial diversity,
global business, leadership, information technology,
mergers & acquisitions, Board service and
governance, sales & marketing, Environmental, Social
& Governance (ESG), risk management, cyber
security and other domains, which will ensure that
the Company retains its competitive advantage. The
Board Diversity Policy adopted by the Board sets out
its approach to diversity. The policy is available on our
website, athttps://adorwelding.com/wp-content/
uploads/2025/07/Policy-on-Diversity-of-Board-
of-Directors.pdf

24. INDEPENDENT DIRECTORS

All the Independent Directors of the Company
have given declarations under Section 149(7) of the
Companies Act 2013, stating that they meet the
criteria of independence, as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of SEBI
(LODR) Regulations, 2015. In terms of Regulation
25(8) of SEBI (LODR) Regulations, 2015, 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. They have also given
declaration under Rule 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, stating that their profile is uploaded / registered
in the databank, as maintained by the Indian Institute
of Corporate Affairs (IICA), within the stipulated
time. Further, the Independent Directors have also
completed their KYC confirmation on the MCA
website.

Pursuant to Rule 8(5)(iii)(a) of the Companies
(Accounts) Rules, 2014, in the opinion of the
Board, the Independent Directors are competent,
experienced and are the persons of expertise
(including the proficiency), having positive attributes,
standards of integrity, ethical behavior, qualifications
& independent judgement.

Your Company has in all 05 (five) Independent
Directors, including 01 (one) Woman Independent
Director, as on 31^st March, 2026. The Independent
Directors met on 23^rd February, 2026, without the
presence of the Non-Independent Directors and
Members of the Management, as required under
SEBI (LODR) Regulations, 2015 and the Companies
Act 2013, to d iscuss on various important matters
& evaluate the working culture of the Company
/ operations of the Management (Whole-Time
Directors & KMPs).

25. DIRECTORS & KEY MANAGERIAL PERSONNEL
Board of Directors

As of 31^st March, 2026, the Board of Directors
comprised of 10 (Ten) Directors, 5 (Five) of which
are Independent Director(s) (including a Woman
Independent Director), and 5 (Five) Non-Executive
Director(s) [Promoter(s) & Promoter(s) Group,
Executive Directors].

Change in Directorate:

i. Retirement by rotation and subsequent re¬
appointment:

In accordance with the provisions of Section
152 of the Act and the Company’s Articles of
Association (AoA), Mr. Ravin A. Mirchandani
(DIN: 00175501), Non-Executive Director,
retires by rotation at the forthcoming Annual
General Meeting and, being eligible, offers himself
for re-appointment. The Board recommends
his re-appointment for consideration of the
Members of the Company at the forthcoming
Annual General Meeting. The brief profile of
Mr. Ravin A. Mirchandani is given in the Notice
convening 73^rd Annual General Meeting.

ii. Re-appointment of the Managing Director

The term of Mr. Aditya T. Malkani
(DIN: 01585637) as the Managing Director
of the Company will be concluding on
13^th September, 2026. Accordingly, the proposal
for his re-appointment as the Managing Director
for a further period of three (3) years, with effect
from 14^th September, 2026, was placed before
the Board for its consideration.

The proposed re-appointment is subject to the
approval of the Shareholders at the ensuing
Annual General Meeting. The Board noted
that Mr. Aditya T. Malkani brings with him rich
experience in business and strategic management,
marketing, and financial management, and has
been associated with the Company and the
Ador Group for nearly 19 years. Pursuant to
the provisions of the Company’s Articles of
Association, the Managing Director is not liable
to retire by rotation.

The brief profile of Mr. Aditya T. Malkani
has been given in the Notice convening the
73^rd Annual General Meeting. In the interest of
the Company’s continued prosperity and well¬
being, the Board recommends his reappointment
as the Managing Director at the ensuing Annual
General Meeting.

a. The abovenamed Directors have submitted
Form DIR-8, pursuant to Section 164 of the
Companies Act, 2013 & Rule 14(1) of the
Companies (Appointment & Qualification
of Directors) Rules, 2014, along with
their consent in Form DIR-2, pursuant to
Section 152 of the Companies Act, 2013 &
Rule 8 of the Companies (Appointment &
Qualification of Directors) Rules, 2014.

b. Necessary Resolutions for the appointment/
re-appointment of the abovenamed Directors
have been included in the Notice convening
the ensuing 73^rd Annual General Meeting
and details of the proposed appointees, as
required pursuant to Regulation 36 of SEBI
(LODR) Regulations, 2015 and Clause 1.2.5
of the Secretarial Standard-2 (SS-2), are
given in the Appendix to the Explanatory
Statement, annexed to the said Notice.

Key Managerial Personnel (KMPs)

As on 31^st March, 2026, KMPs comprised the
following:

• Mrs. Ninotchka Malkani Nagpal, Whole - Time
Director (Executive Chairman)

• Mr. Aditya T. Malkani, Whole - Time Director
(Managing Director)

• Mr. Vinayak M. Bhide, Company Secretary &
Compliance Officer

• Mr. Surya Kant Sethia, Chief Financial Officer
(CFO)

• Mr. Lajpat Yadav - Chief Operating Officer

• Mr. Mustafa Faizullabhoy - Head - International
Operations

• Mr. K. Suryanarayan - Head - Corporate
Strategy

Change in KMPs

During FY 2025-26, pursuant to Section 2(51),
Section 179 (3) of the Companies Act, 2013 read
with Rule 8 of the Companies (Meetings of Board
and its Powers) Rules, 2014 the Board of Directors
at its meeting held on 06^th May, 2025 approved the
appointment of the following Senior Officials as KMPs
w.e.f. 07^th May, 2025:

• Mr. Lajpat Yadav - Chief Operating Officer

• Mr. Mustafa Faizullabhoy - Head - International
Operations

• Mr. K. Suryanarayan - Head - Corporate
Strategy

26. DIRECTORS PERFORMANCE EVALUATION

The annual evaluation process of the Board of
Directors, individual Directors and Committees
of the Board was conducted in accordance with
the provisions of the Act and SEBI (LODR)
Regulations, 2015. A structured questionnaire was
prepared, after taking into consideration various
aspects of the Board’s functioning, composition,
structure, effectiveness of the Board & Committee
Meetings, execution & performance of specific
duties, obligations & governance. The performance
evaluation of the Board, of its own performance & that

of its Committees and individual Directors, including
the Executive Chairman and the Independent
Directors was completed during the year under
review. The NRC reviewed the performance of
individual directors on the basis of criteria, such as the
contribution of the individual directors to the Board
and committee meetings, like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. and to the
Board as a whole. The Board of Directors expressed
their satisfaction with the evaluation process.

The evaluation process endorsed Board’s confidence
in the ethical standards of the Company, cohesiveness
amongst the Board members, flexibility of the Board
and in management, navigating various challenges
faced from time to time and openness of the
Management in sharing strategic information with
the Board.

The manner of evaluation is explained in the Corporate
Governance Report in Annexure - III.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & (5) of the
Companies Act, 2013, the Board of Directors of the
Company, to the best of their knowledge and ability,
hereby confirms that:

a. in preparation of the Annual Accounts for
FY 2025-26, all the applicable Accounting
Standards (AS) have been followed, along
with proper explanation relating to material
departures, if any;

b. the Directors have selected such accounting
policies & practices and applied them consistently
& made judgments and estimates, that are
reasonable and prudent, so as to give a true & fair
view of the state of affairs of the Company and
of the profits of the Company for the year ended
31^st March, 2026;

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 & detecting fraud and other
irregularities;

d. the Annual Accounts have been prepared 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
& were operating effectively; and

f. the Directors have devised proper systems to
ensure compliance with the provisions of all
the applicable laws and that such systems were
adequate & operating effectively.

28. BUSINESS RESPONSIBILITY & SUSTANABILITY
REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of SEBI (LODR)
Regulations, 2015, the Business Responsibility &
Sustainability Report (BRSR), in the prescribed
format, is annexed as Annexure-VII and forms an
integral part of this Report.

BRSR includes reporting on 9 (nine) principles
of the National Voluntary Guidelines on social,
environmental and economic responsibilities of
business, as framed by MCA.

29. AUDIT COMMITTEE & ITS
RECOMMENDATIONS

The composition of the Audit Committee is covered
under the Corporate Governance Report, which is
annexed to this Report as Annexure - III.

The Audit Committee plays key role in providing
assurance about financial statements to the Board
of Directors. Significant audit observations, if any,
and corresponding corrective actions, taken by the
Management, are presented to the Audit Committee.

The Board has accepted all the recommendations of
the Audit Committee and hence, there is no further
explanation to be provided for, in this Report.

30. MEETINGS OF THE BOARD AND IT’S
COMMITTEES

The Board / Committee meetings are pre-scheduled
and a tentative annual calendar of the meetings is
circulated to the Directors well in advance to help
them plan their schedules and ensure meaningful
participation. Only in the case of special and urgent

business, should the need arises, approval of the
Board / Committee is taken by passing resolutions
through circulation, as permitted by law, which are
noted in the subsequent Board / Committee meeting.
In certain special circumstances, the meetings of the
Board are called at a shorter notice to deliberate on
business items, which require urgent attention of the
Board. The Company has complied with Secretarial
Standards, issued by the Institute of Company
Secretaries of India (ICSI), on Board meetings.

The Company held 05 (five) Board meetings during
FY 2025-26, and the details thereof are covered in
the Corporate Governance Report, which is annexed
to this Report as Annexure - III.

The Committees of the Board focus on certain
specific areas and make informed decisions in line
with the delegated authority / charter.

The following Committees, constituted by the Board,
function according to their respective roles and
defined scope / charter:

a. Audit Committee (AC)

b. Nomination and Remuneration Committee
(NRC)

c. Risk Management Committee (RMC)

d. Corporate Social Responsibility Committee
(CSR)

e. Stakeholders’ Relationship Committee (SRC)

During the year under review, Nomination and
Remuneration Committee was also designated as
Compensation Committee for executing the ADOR
ESOP Scheme 2025.

The details of the Committees of the Board along
with their composition, number of meetings and
attendance at the meetings are provided in the
Corporate Governance Report (Annexure - III)
forming part of the Annual Report for FY2025-26.

31. AUDIT REPORT & AUDITORS

a. STATUTORY AUDITORS

M/s. BSR & Co. LLP, Chartered Accountants
(FRN: 101248W / W-100022), Mumbai, were
appointed as the Statutory Auditors of the
Company for a first term of five consecutive

years at the 72^nd Annual General Meeting(AGM)
held on 15^th July, 2025, until conclusion of the
77^th Annual General Meeting, on such
remuneration, as may be mutually agreed upon
between the Board ofDirectors and the Statutory
Auditors.

Their remuneration is fixed, as recommended by
the Audit committee and approved by the Board
of Directors.

The Report of the Statutory Auditor, forming
part of the Annual Report, does not contain
any qualification, reservation, adverse remark or
disclaimer. The observations made in the Auditor’s
Report are self-explanatory and therefore do not
call for any further comments / explanations.

During the year 2025-26 under review, there
were no instances of fraud, which required
the Statutory Auditors to report it to the
Central Government under Section 143(12)
of Companies Act, 2013 and the Rules framed
thereunder. The Company has investigated and
taken appropriate action against all incidents
reported, if any, and continuously works on
improving the internal controls.

b. SECRETARIAL AUDITOR

Pursuant to the Regulation 24A of SEBI
(LODR) Regulations, 2015, M/s. N. L. Bhatia
& Associates, (Unique Identification Number:
P1996MH055800), a firm of Company
Secretaries in Practice, were appointed as the
Secretarial Auditors of the Company for the
first term of Five consecutive years commencing
from FY 2025-26 by the Board of Director at
its Meeting held on 06^th May, 2025 and by
the Shareholders at the 72^nd Annual General
Meeting (AGM) held on 15^th July, 2025, on such
remuneration as may be mutually agreed between
the Board of Directors and the Secretarial
Auditors.

Annual Secretarial Compliance Report of the
Company as per Regulation 24A read with
SEBI Master Circular No. SEBI/HO/CFD/
PoD2/CIR/P/0155 dated November 11, 2024,
is uploaded on the website of the Company

athttps://adorwelding.com/financials/annual-
secretarial-compliance-report.

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the rules made
thereunder, the Secretarial Audit Report in form
MR-3 is annexed herewith as Annexure - V.
There are no qualifications, reservation and / or
adverse remark in the said Report and therefore
no explanations are provided in this Report.

c. COST AUDITOR

As per the requirements of the Section 148 of the
Companies Act 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, as
amended from time to time, your Company
was required to maintain cost records as on
31^st March, 2026, and accordingly, the Board of
Directors, on the recommendation of the Audit
Committee, had appointed M/s. Kishore Bhatia
& Associates, Cost Accountants, Mumbai, as the
Cost Auditor of the Company for FY 2025-26.

The brief information of the Cost Auditor and the
Cost Audit Report is given below:

a. Name of the Cost Auditor: M/s. Kishore
Bhatia & Associates

b. Address: 701/702, D-Wing, 7^th Floor,
Neelkanth Business Park, Nathani Road,
Vidyavihar (West), Mumbai - 400 086,
Maharashtra, India.

c. Membership No.: 31166

d. Firm Registration No.: 00294

e. Due date of submitting Cost Audit Report
for FY 2024-25 by the Cost Auditor with
the Company: Within 180 days from the
end of the financial year (by 30^th September,
2025)

f. Actual Date of filing of Cost Audit Report for
FY 2024-25 with the Central Government:
20^th August, 2025

The Company has appointed M/s. Kishore Bhatia
& Associates, Cost Accountants, Mumbai
(Firm Registration No. 00294) as the Cost
Auditors for the financial year 2026-27, as well.

M/s. Kishore Bhatia & Associates have, under
Rule 6(1A) of the Companies (Cost Records and
Audit) Rules, 2014, furnished a certificate of their
eligibility and consent for the said appointment.
As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditor for
FY 2026-27 is being placed before the Members
at the ensuing Annual General Meeting, for
ratification.

The cost records of the Company, as specified by
the Central Government under sub-section (1)
of Section 148 of the Companies Act 2013, are
duly prepared & maintained by the Company.

32. VIGIL MECHANISM & WHISTLE BLOWER
POLICY

Pursuant to Section 177(9) of the Act and Regulation
4(2)(d)(iv) and Regulation 22 of SEBI (LODR)
Regulations, 2015, the Company has framed a policy
on Vigil Mechanism - cum - Whistle Blower, which
enables any Director, Employee & Stakeholder
of the Company to report their genuine concerns
/ instances of any unethical / improper activity,
directly to the Chairman of the Audit Committee,
as a Protected Disclosure. The employees, upon
joining the Company are apprised of the availability
of the said policy, as part of their induction schedule.
The policy also provides adequate safeguards
against victimization of persons, who may use such
mechanism.

The Company affirms that no personnel has been
denied access to the Audit Committee.

The detailed policy is also posted on the Company’s
Intranet Portal “ADORHUB” and also onto its
website at the following weblink:https://adorwelding.
com/wp-content/uploads/2025/07/Mechanism-
For-Whistle-Blower-For-Stakeholders11.pdf

33. POLICY ON PREVENTION OF SEXUAL
HARASSMENT (POSH)

In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”)
and Rules framed thereunder, the Company has
formulated and implemented a policy on prevention,

prohibition and redressal of complaints related to
sexual harassment of women at the workplace.

The Company is committed to provide a safe and
conducive work environment to all its employees
and associates. All women employees whether
permanent, temporary or contractual are covered
under the above policy. The said policy has been
uploaded on the internal portal of the Company
for information of all its employees. An Internal
Complaints Committee (ICC) has been set up in
compliance with the POSH Act and is fully compliant
of the Committee composition requirements.

Further, there were no complaints received by the
Committee during the financial year 2025-26. The
Company has also adopted a policy under the said
Act, which is placed on its internal portal as well as on
the website of the Company, which can be viewed at
the following weblink: https://adorwelding.com/wp-
content/uploads/2025/07/POSH-Policy-2026.pdf

34. COMPLIANCE WITH MATERNITY BENEFITS
ACT, 1961

The Company strictly adheres to the provisions of the
Maternity Benefit Act, 1961, ensuring that all eligible
women employees are granted maternity leave and
related benefits, as mandated by law.

During the financial year 2025-26, the Company
has complied with all statutory requirements under
the Maternity Benefit Act, including maternity leave
and protection of employment during maternity.
The Company remains committed to supporting
the health and well-being of women employees and
fostering a family-friendly workplace.

35. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION & PROTECTION
FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies
Act, 2013, read with the Investor Education and
Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”), as
amended from time to time, dividends, if not claimed
within / for a period of 07 (seven) years from the
date of transfer to the Unpaid Dividend Account
of the Company, are liable to be transferred to the

Investor Education and Protection Fund (“IEPF”).
Furthermore, IEPF Rules mandate the Companies,
to transfer shares of the Members, whose dividends
remain unpaid / unclaimed for a period of 07 (seven)
consecutive years to the demat account of IEPF
Authority. The said requirement does not apply to
shares, in respect of which there is specific order of
the Court, Tribunal or Statutory Authority, restraining
any transfer of shares.

In view of the aforesaid provisions, the Company
has, during the financial year 2025-26 under review,
transferred to IEPF, the unclaimed dividend of
Rs. 9,61,885/- of Ador Welding Limited and
Rs. 8,31,981/- of erstwhile Ador Fontech Limited,
pertaining to FY 2017-18. Further, 14,515 Equity
Shares (5,181 shares pertaining to erstwhile Ador
Fontech Limited and 9,334 shares pertaining to
Ador Welding Limited), in respect of which dividends
were not claimed / remained unpaid for a period of
07 (seven) consecutive years or more, have also been
transferred to the demat account of IEPF Authority.
The details of the transfer of unclaimed dividend to
IEPF authority are provided in detail in the Corporate
Governance Report, annexed as Annexure III, to this
report.

A flow chart explaining the procedure for claiming the
shares form IEPF in detail is given below:

Step 1

File Form IEPF-5 Online

$

Claimant files Form IEPF-5 on MCA V3 Portal
online and uploads required documents.

Step 2

Send the said Documents to the Company

$

Print and self-attest Form IEPF-5 and send it with
required documents to Company’s Nodal/Deputy
Nodal Officer at its registered office.

Step 3

Upload Dispatch Proof

$

Update dispatch date and upload courier/dispatch
proof on MCA V3 Portal.

Step 4

Company Verification to happen (Within 30 Days)

$

Company reviews the claim and submits E-Verification
Report on MCA V3 Portal (Approve / Reject).

Step 5

IEPFA Transfer

$

After approval by Company and IEPF Authority,
shares/dividends are transferred / credited to
Claimant’s Demat account / Bank account.

Whilst the Company has already written to the
Members, informing them about the due date for
transfer of their shares to I EPF, the attention of
the shareholders is once again drawn to this matter
through the Annual Report. The data of unpaid
/ unclaimed dividend and shares is also available
on the Company’s website at www.adorwelding.
com. Investors, who have not yet encashed their
unclaimed / unpaid dividend amounts are requested
to correspond with the Company’s Registrar to
an issue and Share Transfer Agent (RTA), at the
earliest. Those Members / Shareholders, who do not
remember / recollect having encashed their dividend,
can also check the “List of Unpaid Dividends”, posted
on the website of the Company.

36. HUMAN RESOURCE (EMPLOYEES)

At ADOR, employee well-being is of utmost
importance. The Company has a structured
induction process at all its locations and undertakes
training programs to upgrade skills / knowledge of its
employees. Objective appraisal systems, based on key
result areas (KRAs), are in place for its employees.
ADOR believes in harnessing the potential of the
employees, by providing them adequate training,
opportunities and inclusive work culture, in order
to achieve Company’s goals, in line with the overall
employee development. The industrial relations at all
the Plants and Offices of the Company continue to
remain harmonious, cordial and peaceful.

The on-roll manpower strength of the Company, as
at the date of this Report, is 839.

37. MATERIAL TRANSACTIONS, POST THE
CLOSURE OF THE FINANCIAL YEAR

There were no material changes, affecting the
financial position of the Company subsequent
to the close of the financial year 2025-26, till
29^th April, 2026 i.e. till the date of this report.

38. INTERNAL FINANCIAL CONTROL SYSTEM &
THEIR ADEQUACY

The Board has adopted policies & procedures of
governance for orderly and efficient conduct of its
business, including adherence to Company’s policies,
safeguarding its assets, prevention & detection of
frauds and errors, accuracy & completeness of the
accounting records and timely preparation of reliable
financial disclosures. ADOR has an effective internal
financial control system, which is constantly assessed
and strengthened. The Company’s internal financial
control systems are commensurate with the nature of
its business, the size and complexity of its operations.

The Internal Auditor reports to the Audit Committee.
The Audit committee defines the scope and authority
of the Internal Auditor. The Internal Auditor
monitors and evaluates the efficacy and adequacy
of internal financial control system in the Company,
its compliance with operating systems, accounting
procedures and policies at all the locations of the
Company. Based on the report of the Internal Auditor,
process owners undertake corrective action in their
respective areas and thereby strengthen the controls.
Significant audit observations and the corresponding
corrective actions are, thereafter presented to the
Audit Committee in its meeting, on a quarterly basis
and as & when required.

39. REPORTING OF FRAUD

There were no instances of fraud, during the financial
year 2025-26, which required the Statutory Auditors
to report to the Audit Committee and / or to the
Board under Section 143(12) of the Act and Rules
framed thereunder.

40. DISCLOSURE W.R.T. VALUATION

The requirement to disclose the details of difference
between amount of the valuation done at the time
of onetime settlement and the valuation done, while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable
during the financial year under review.

41. CODE FOR PREVENTION OF INSIDER
TRADING

Your Company has adopted Code of Conduct for
Prevention of Insider Trading (“PIT”) for dealing
/ trading in the Securities of the Company, in
accordance with the Securities and Exchange Board
of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018. The Code of Conduct for
Prevention of Insider Trading & Code of Corporate
Disclosure Practices is also uploaded on the website
of the Company at the following weblink:https://
adorwelding.com/wp-content/uploads/2025/01/
Code-of-practices-and-procedures-for-fair-
disclosure-of-unpublished-price-sensitive-
information.pdf.

All the Directors, employees and third parties such
as auditors, consultants, vendors, traders, etc., who
could have access to the Unpublished Price Sensitive
Information (UPSI) of the Company, are governed
by this code. The objective of PIT Code is to protect
the interest of the shareholders at large, to prevent
misuse of any unpublished price sensitive information
and to prevent any insider trading activity, by / while
dealing in shares of the Company, by / through its
Designated Persons and their immediate relatives.
The trading window is closed during / around the
time of declaration of results and occurrence of
any material events, as per the Code. The Company
Secretary & Compliance Officer, is responsible for
setting forth procedures and implementation of the
Code for trading in the Company’s securities.

The Company periodically circulates informative
e-mails on prevention of insider trading, ‘viz Do’s
and Don’ts, etc. to all the Designated Persons
to familiarize, educate and sensitize them on the
provisions of the Code and PIT Regulations. The
Management also imparts trainings and conducts
workshops to / for the Designated Persons in order

to create awareness on various aspects of the Code
and PIT Regulations. Various “In-person” sessions are
organized to give clarifications on the Code. These
activities help the Designated Persons to ensure
objective / compliances of the Regulations and the
Code.

The Company has also maintained Structured Digital
Database (“SDD”), pursuant to the requirements of
Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015.

42. ENVIRONMENT, HEALTH & SAFTEY

Your Company is conscious of the importance of
environmentally clean and safe operations. ADOR
has undertaken various initiatives, which contribute
towards sustainable development. Your Company
strives to operate, after taking into consideration
various environmental, social and governance
initiatives / guidelines / laws, in order to achieve
maximum output by optimum utilization of available
resources, in environment friendly manner / ways.

The detailed explanation w.r.t. the initiatives taken by
the Company from health & environment perspective
are given in BRSR Report, annexed herewith as
Annexure VII.

43. ANNUAL LISTING FEES

The Company affirms that the annual listing fees for
the financial year 2026-27 have been paid to both,
M/s. National Stock Exchange of India Limited (NSE)
and M/s. BSE Limited (Bombay Stock Exchange).
Your Company has also paid its annual custodial
fees to M/s. National Securities Depository Limited
(NSDL) and M/s. Central Depository Services (India)
Limited (CDSL).

44. DESIGNATED PERSON FOR IDENTIFICATION
OF SIGNIFICANT BENEFICIAL OWNER

Mr. V. M. Bhide, Company Secretary and
Compliance Officer of the Company is appointed as
the Designated Person, who shall be responsible for
furnishing, identifying Significant Beneficial Owner
and extending the cooperation for providing the
information to the Registrar, pursuant to Rule 9(3)
of the Companies (Management and Administration)
Rules, 2014.

45. STATUTORY INFORMATION AND OTHER
DISCLOSURES

• Disclosures pertaining to the remuneration and
other details, as required under Section 197(12)
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report,
as Annexure VI.

• Statement containing particulars of top
10 employees and the employees drawing
remuneration in excess of the limits prescribed
under Section 197 (12) of the Act, read with Rule
5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, if any, is provided in the Annexure
forming part of this report. In terms of proviso
to Section 136(1) of the Act, the Report and the
Accounts are being sent to the shareholders,
excluding the aforesaid Annexure. The said
Statement is also open for e-inspection / physical
inspection, 21 (twenty one) days before and up
to the date of the ensuing 73^rd Annual General
Meeting, during business hours on any working
day. Any Member interested in obtaining a copy
of the same, may write to the Company Secretary
at the Registered Office of the Company or send
an email at investorservices@adorians.com.

None of the employees, listed in the said
Annexure, are related to any of the Directors
of the Company or to each other. None of the
employees hold (by himself / herself or along with
his / her spouse and dependent children) more
than 2% (two percent) of the Equity Shares of
the Company, except Mr. Aditya T. Malkani.

• There were no applications made or proceedings
pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year under review. Accordingly,
disclosure of the details of such applications and
their status, as at the end of the financial year is
not applicable.

46. CAUTIONARY STATEMENT

Statements in this Directors’ Report and
Management Discussion & Analysis Report (MDA)
describing the Company’s objectives, projections,
estimates, expectations or predictions may contain
“forward-looking statements” within the meaning
of applicable securities laws and regulations. Actual
results could differ materially, from those expressed
or implied. Important factors that could make
difference to the Company’s operations include raw
material availability and its prices, cyclical demand and
pricing in the Company’s principal markets, changes
in Government regulations, Tax regimes, economic
developments within India and the countries in
which the Company conducts its business and other
ancillary factors.

47. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on
record their sincere gratitude and warm appreciation
for the invaluable contribution and spirit of dedication
shown by the employees, along with the support staff,
at all the levels during FY 2025-26. Your Directors
also express their deep gratitude for the business
assistance, co-operation and support extended
to your Company by its Customers, Distributors,
Dealers, Vendors, Suppliers, Service Providers,
Bankers, various Government Organizations /
Agencies & the Shareholders and look forward to
their continued support & co-operation in future, as
well.

For and on behalf of the Board

Dr. Deep A. Lalvani Aditya T. Malkani

Non-Executive Director Managing Director

(DIN: 01771000) (DIN: 01585637)

Place: Mumbai
Date: 29^th April, 2026