Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on Apr 20, 2026 >>   ABB 7155.7 [ 1.79 ]ACC 1429.55 [ -0.16 ]AMBUJA CEM 454.5 [ -0.97 ]ASIAN PAINTS 2516.3 [ 2.15 ]AXIS BANK 1353.65 [ -0.40 ]BAJAJ AUTO 9795.05 [ 0.18 ]BANKOFBARODA 280.85 [ 0.30 ]BHARTI AIRTE 1845.05 [ -0.08 ]BHEL 325.6 [ 2.81 ]BPCL 316 [ 1.27 ]BRITANIAINDS 5701.55 [ -0.56 ]CIPLA 1228.9 [ -0.76 ]COAL INDIA 441.65 [ 0.67 ]COLGATEPALMO 2129.8 [ 1.12 ]DABUR INDIA 442.25 [ 0.03 ]DLF 595.85 [ -0.99 ]DRREDDYSLAB 1232.25 [ -0.25 ]GAIL 157.7 [ -0.06 ]GRASIM INDS 2757.45 [ 1.44 ]HCLTECHNOLOG 1428.35 [ -0.98 ]HDFC BANK 795.4 [ -0.56 ]HEROMOTOCORP 5281.6 [ 1.00 ]HIND.UNILEV 2235.5 [ -0.25 ]HINDALCO 1015.1 [ -2.30 ]ICICI BANK 1356 [ 0.63 ]INDIANHOTELS 657.5 [ -0.31 ]INDUSINDBANK 852.1 [ -0.12 ]INFOSYS 1311.95 [ -0.50 ]ITC LTD 305 [ -0.59 ]JINDALSTLPOW 1287.4 [ 1.41 ]KOTAK BANK 379.2 [ -1.12 ]L&T 4050 [ -1.10 ]LUPIN 2328.6 [ 0.19 ]MAH&MAH 3219.55 [ 0.63 ]MARUTI SUZUK 13445.95 [ -0.05 ]MTNL 32.26 [ -3.33 ]NESTLE 1287.4 [ 0.14 ]NIIT 71.46 [ -0.79 ]NMDC 88.81 [ -1.08 ]NTPC 397.9 [ 1.08 ]ONGC 283.35 [ -0.21 ]PNB 113.75 [ -0.66 ]POWER GRID 319.6 [ 0.49 ]RIL 1362.6 [ -0.18 ]SBI 1107.6 [ 2.52 ]SESA GOA 770.65 [ -2.15 ]SHIPPINGCORP 300.3 [ -1.81 ]SUNPHRMINDS 1668 [ -0.43 ]TATA CHEM 704.05 [ -0.71 ]TATA GLOBAL 1118.7 [ 0.45 ]TATA MOTORS 355.6 [ -1.26 ]TATA STEEL 211.65 [ -0.19 ]TATAPOWERCOM 433.65 [ 1.45 ]TCS 2578.45 [ -0.12 ]TECH MAHINDR 1504.1 [ -0.51 ]ULTRATECHCEM 11911.3 [ 0.20 ]UNITED SPIRI 1306.75 [ 0.29 ]WIPRO 202.4 [ -0.95 ]ZEETELEFILMS 87.7 [ 8.19 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 513513ISIN: INE570B01012INDUSTRY: Steel - Bright Bars

BSE   ` 10.50   Open: 11.50   Today's Range 10.50
11.50
-1.22 ( -11.62 %) Prev Close: 11.72 52 Week Range 8.26
11.96
Year End :2025-03 

Your Directors take pleasure in presenting the Thirty Fourth Annual Report on the affairs of the Company for the
financial year ended 31st March, 2025 together with theAudited Financial Statements and Report of theAuditors thereon.

1. FINANCIAL RESULTS:

The overall performance of the Company for the financial year 2024-25 is summarized as under:

( Rs. in Lakhs)

S.No

Particulars

2024-25

2023-24

1

Sales

4393.06

6200.95

2

Other Income

375.53

66.77

Total Revenue

4768.59

6267.72

3

Profit Before Interest, Depreciation & Taxation

242.63

181.63

4

Interest / Financial Charges

236.61

298.55

5

Depreciation

148.32

149.52

6

Profit Before Tax

(142.30)

(266.44)

Less : Provision for Current Tax

0.61

0.24

Less : Provision for Deferred Tax

(64.56)

(35.21)

7

Net Profit (Loss)After Tax

(78.34)

(231.47)

8

Other Comprehensive Income (Net Of Tax)

3.61

9.56

9

Total Comprehensive Income for the Period
(Comprising Profit (Loss) and Other
Comprehensive Income for the Period)

(74.74)

(221.91)

Add :Balance From Previous Year

272.95

494.87

Surplus Carried To Balance Sheet

198.21

272.95

2. DIVIDEND & TRANSFER TO RESERVE:

The Board has not recommended any dividend during the year under consideration to augment resources for
future growth of the company and it has also not transferred any amount to reserves.

3. SUBSIDIARIES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary orAssociate Company.

4. OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

During the year 2024-25, the Company has posted a net turnover of Rs.4393.06 lakhs lower by 29.16% over last
year (Rs. 6200.95 lakhs in the F.Y. 2023-24). The net loss before tax was Rs.142.30 lakhs compared to previous
year's loss of Rs 266.44 Lakhs. The Company is continuously striving to strengthen its operations in near future.

5. FUTURE PROSPECTS:

In FY 2024-25, the Indian Economy is estimated to grown by 6.5% Though the economy stayed on a steady
growth path following a gradual recovery from the pandemic but it was disrupted by the outbreak of the Russia-
Ukraine conflict, steadily rising inflation and delayed normalisation of supply chains.

The government significantly increased capital expenditure on infrastructure projects, which boosted domestic
demand and investment sentiment. Despite facing multiple headwinds, key economic indicators pointed towards
a broad-based recovery.

Overall, the key steel consuming sectors are expected to perform well in FY 2025-26 supported by a rise in
infrastructure spend by the Government. High CAPEX allocation in key steel consuming sectors such as railways,
national highways and housing is expected to drive steel consumption.

Detailed information on the market and prospect is provided in the Management Discussion and Analysis Report
which forms an integral part of this annual report

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion andAnalysis as required by the Listing Regulation is annexed herein by reference
and forms an integral part of this annual report.

7. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensure proper recording of financial
and operational information, compliance of various internal controls and other regulatory and statutory compliances.
Self certification exercise is also conducted by which senior management certifies effectiveness of the internal
control system of the Company. InternalAudit is conducted throughout the organization by qualified outside Internal
Auditors. Findings of the InternalAudit report are reviewed by the top management and by theAudit Committee of
the Board and proper follow up action are ensured wherever required. The StatutoryAuditors have evaluated the
system of the internal controls of the Company and have reported that the same are adequate and commensurate
with the size of the Company and nature of its business.

8. CHANGE IN THE NATURE OF BUSINESS

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

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

There have been no material changes and commitments, if any, affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in future.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants, including
audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by
management and the relevant board committees, including the audit committee, the board is of the opinion that
the Company's internal financial controls were adequate and effective during the financial year 2024-25. Accordingly,
pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm:

i. That the accounting standards to the extent applicable to the Company have been followed in the preparation
of the annual accounts and there are no material departures;

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the
Company as at the end of the financial year and of the profit of the Company for that period;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your company
and for preventing and detecting fraud and other irregularities;

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were laid down and that such internal financial controls were adequate
and were operating effectively;

vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that
such systems were adequate and were operating effectively.

12. STATUTORY AUDITORS AND AUDIT REPORT:

Members of the Company at the AGM held on September 28th, 2022, approved the appointment of Dagliya &
Co.,Chartered Accountants (Firm Registration No. 00671S), as the statutory auditors of the Company. Further,
the Shareholders approved the appointment of Dagliya &Co.,Chartered Accountants for a term of five years
commencing the conclusion of the 31stAGM held on September 28, 2022 until the conclusion of 36th AGM of the
Company to be held in the year 2027.

The report of the StatutoryAuditor forms part of this Annual Accounts 2024-25. The said report does not contain
any qualification, reservation, adverse remark or disclaimer.As regards the comments in theAuditors' Report, the
relevant notes in the Accounts are self-explanatory and may be treated as information/ explanation submitted by
the Board as contemplated under provisions of the CompaniesAct, 2013.

13. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit)
Amendment Rules, 2014 the Company was not covered for the cost audit and consequently the Company had
not appointed Cost Auditor for the financial year 2024-25.

14. SECRETARIALAUDIT:

In compliance with Regulation 24Aof the SEBI Listing Regulations and Section 204 of theAct and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, CSAJ Sharma, Proprietor ofAJ Sharma
and Associate, Company Secretaries in Practice (CP No. 2176), Hyderabad have been appointed as Secretarial
Auditors of the Company for FY 25-26 till FY 29-30 subject to approval of members.

In compliance with the provisions of Section 204 and other applicable provisions of Companies Act, 2013, a
secretarial audit was conducted during the year by Secretarial Auditors, M/s A J Sharma and Associates. The
Secretarial Auditor's Report is attached as annexure and form part of this report. There are no qualifications or
observations or remarks made by the Secretarial Auditors in their Audit Report.

Internal Auditors

The board has appointed M/s R Bengani and Associates, Chartered Accountant (FRN014542S) as an Internal
Auditors of the Company for the FY 2025-26 in the meeting of Board of Directors dated May 30, 2025.

15. DETAILS OF THE BOARD AND ITS MEETING:

Board of Directors:

The Board of Directors ('the Board') is at the core of our corporate governance practice and oversees how the
Management serves and protects the long-term interests of all our stakeholders. We believe that an active, well-
informed and independent Board is necessary to ensure the highest standards of corporate governance. The
Board formulates strategies, regularly reviews the performance of the Company and ensures that the targeted
objectives are met on a consistent basis.

Composition of the Board:

The Board of Directors consists of Six Directors out of which five Directors are non-executive Directors including
woman Directors. The composition of the Board satisfies the requirement of Sec 149 of the CompaniesAct, 2013

(“the Act”) the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. None of the Directors
on the Board is a member of more than 10 committees or act as a chairman of more than 5 committees across
all companies in which he/she is director. All the Directors are eminent professional with experience in Business,
Industry, Finance and Law and of which three are Independent Directors.

Board Meetings:

The Board of Directors met Six (6) times during the financial year 2024-2025. The Meetings was held on 30th May,
2024, 01st July, 2024, 14th August ,2024, 04th September, 2024, 14th November 2024, and 13th February, 2025.
The intervening gap between the meetings was within the period prescribed under the CompaniesAct, 2013.

Directors Attendance:

Name of the Director

Board Meetings

Annual General Meeting

Mr Aditya Chachan

6

1

Mr. Sanjay Solanki1

4

1

Mr. S.K.Chirania

6

1

Mrs. Usha Chachan

6

1

Mr Kashinath Sahu

6

1

Mrs. Sushila Kabra

6

1

Mrs Asfia Moin2

4

1

1 Ceased to director due to completion of tenure on 30th September 2024

2 Appointed on 14th August, 2024

As per Schedule IV of the CompaniesAct, 2013, a separate meeting of Independent Directors without the attendance
of Non- Independent Directors was held on February 13, 2025 to discuss the agenda items as required under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Independent Directors reviewed the performance of non independent directors and the Board as whole, reviewed
the performance of the Chairperson of the Company taking into account the views of executive and non executive
directors and assessed the quality, quantity and timeliness of flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent
Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

16. AUDIT COMMITTEE:

The audit committee of the board of directors of the Company consists of Mr Sanjay Solanki (Chairman), Mr
Kashinath Sahu and Mr S K Chirania. The Committee has adopted a Charter for its functioning. The primary
objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting
process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of
financial reporting. The Committee met four times during the year as on 30th May, 2024, 14thAugust, 2024, 14th
November 2024 and 13th February, 2025.

The composition of the Committee and the attendance details of the members are given below:

Name of the Director

Designation

No.of Meetings attended

Mr. Sanjay Solanki 1

Chairman

2

Mr. Kashinath Sahu

Chairman

2

Mr. S.K.Chirania

Member

4

Mr. Kashinath Sahu

Member

2

Mrs Asfia Moin2

Member

3

17. STAKE HOLDERS' RELATIONSHIP COMMITTEE

The Company has a Stake Holder's Relationship Committee for reviewing Shareholders/Investors complaints.
This helps improve our strategy development and decision making. We are working towards delivering on
stakeholder needs, interests and expectations. The company has constituted three members Stakeholders
Relationship Committee of the Board of Directors under the Chairmanship of a Non-Executive Independent Director.
The Board of Directors has delegated power of approving transfer/transmission of shares to the Committee.

The Stakeholders Relationship Committee which was constituted has met 4 times during the year ended 31st
March, 2025 on the following dates:

30th May, 2024, 14th August, 2024, 14th November 2024 and 13th February, 2025.

The composition of the Committee and the attendance details of the members are given below:

Director

Designation

No of meetings Attended

Mr. S.K.Chirania

Chairman

4

Mr. Sanjay Solanki1

Member

2

Mr. Kashinath Sahu

Member

4

Mrs. Asfia Moin2

Member

3

1Ceased to director due to completion of tenure on 30th September 2024
2Appointed on 14th August, 2024

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within
purview of Section 135(1) of the CompaniesAct, 2013 and hence it is not required to formulate policy on corporate
social responsibility.

19. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics,
skills and experience for the Board as a whole and its individual members with the objective of having a Board with
diverse backgrounds and experience in business, government, education and public service. Characteristics
expected of all Directors include independence, integrity, high personal and professional ethics, sound business
judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective
manner. The policy on appointment and removal of Directors and determining Directors' independence is posted
on the website of the Company
www.aditvaispat.com.

The detail of terms of reference of this Committee, number and dates of meetings held attendance of the directors
and remunerations paid to them are given below:

The Nomination and Remuneration Committee of the Board of Directors of Company comprises of Four Non¬
Executive Directors out of which three are Independent Directors. The Nomination and Remuneration Committee
is under the Chairmanship of a Non-Executive Independent Director. The terms of reference of this Committee
confirm the requirement of Section 178 of the Companies Act, 2013.

The purpose of the Committee is to oversee the Company's nomination process for the senior management and
specifically to identify, screen and review individuals qualified to serve as EDs, NEDs and IDs consistent with
criteria approved by the Board and to recommend, for approval by the Board, nominees for election at theAGM
ofthe shareholders.

The broad terms of reference of the Nomination and Remuneration Committee therefore include recommending
a policy relating to remuneration and employment terms of whole time directors, senior managerial personnel,
identify persons who may be appointed as directors or in position of senior management of the Company, preliminary
evaluation of every Director's performance, approval of remuneration and performance bonus of Directors and

KMPs, Board diversity, compliance of the code of conduct for Independent Directors referred to in Schedule IV of
the Companies Act, 2013, Compliance with the Company's Code of Conduct by Directors and employees of the
Company, reporting non-compliance to the Board of Directors and any other matters which the Board of Directors
may direct from time to time. The Committee further coordinates and oversees the annual self-evaluation of the
performance of the Board, Committees' and of individual Directors.

The Nomination and Remuneration Committee which was constituted has met four times during the Financial
year ended 31st March, 2025 on the following dates: 30th May 2024, 14thAugust, 2024, 4th September 2024 and
13th February 2025.

The composition of the Committee and the attendance details of the members are given below:

Director

Designation

No of meetings Attended

Mr. Kashinath Sahu

Chairman

2

Mrs. Asfia Moin2

Chairman

2

Mr. Sanjay Solanki1

Member

3

Mrs Sushila Kabra

Member

4

Mr. S K Chirania

Member

4

Mr Kashinath Sahu

Member

2

1Ceased to director due to completion of tenure on 30th September 2024
2Appointed on 14th August, 2024

The Brief Remuneration Policy of the company is as under:-

a) For Managing Director , the total remuneration consists of salary within the limits approved by the shareholders.
No sitting fees is payable.

b) Non- Executive Directors do not draw any remuneration from the company.

The detailed remuneration policy is posted on the website of the Company www.aditvaispat.com.

Details of remuneration to director for the year 2024-2025 is as follows:-

Name

Designation

Remuneration (Rs. In Lakhs)

Mr. Aditya Chachan

Managing Director

12

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on February13,
2025 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering
the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and
timeliness of flow of information between the Company's Management and the Board. The Nomination and
Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On
the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and
by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the
Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a
whole and Committees of the Board. The manner in which the evaluation has been carried out has been posted
on the website of the Company
www.adityaispat.com.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational
performance of the Company etc through presentations in this regard and periodic plant visits. They are also

periodically kept aware of the latest developments in the Corporate Governance, their duties as Directors and
relevant laws.

21. DIRECTORS :

Mrs Usha Chachan (DIN:02304178) retires by rotation at the forthcoming Annual General Meeting and, being
eligible, offers herself for re-appointment.

Brief particulars and expertise of the directors and their directorships and committee memberships have been
given in the annexure to the Notice of theAnnual General Meeting in accordance with the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Cessations

Mr Sanjay Solanki, ceased to Independent Director due to completion of his term on 30th September, 2024.

The Board of the Company appreciate the contribution made by him towards the valuable inputs given by him
during his tenure.

22. INDEPENDENT DIRECTORS AND THEIR DECLARATION:

Mr S K Chirania, Mr Kashinath Sahu and Mr Sanjay Solanki are Independent Directors of the Board of the Company.
Mrs Asfia Moin was appointed as Independent Director on 14th August, 2024.

Mr Sanjay Solanki, ceased to Independent Director due to completion of his term on 30th September, 2024.

The Board of the Company appreciate the contribution made by him towards the valuable inputs given by him
during his tenure.

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of Independence as prescribed both under the CompaniesAct, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Board of Directors further confirms that the Independent
Directors also meet the creteria to expertise, experience, integrity and proficiency in terms of Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs.

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by
Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarise the new
IDs with the Company's business operations. The new IDs are given an orientation on our products, Board
constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy.
The Policy on the Company's Familiarisation Programme for IDs can be accessed at Company's website at
www.aditvaispat.com.

24. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following three persons are the Key Managerial Personnel of the Company as per the provisions of Section
203 of the CompaniesAct, 2013.

a) MrAditya Chachan, Managing Director

b) Mrs. Alphonsa Domingo, Chief Financial Officer

c) Mrs Varsha Pandey, Company Secretary

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the remuneration and other details of Key Managerial Personnel
and other Employees for the year ended March 31,2025 are annexed to this report.

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies
Act, 2013 are not applicable to the Company. Since, the company has neither granted any loan, nor made any
investment, nor given any guarantee or security to parties covered under the provisions of section 185 and 186 of
Companies Act, 2013.

26. TRANSACTION WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arms' length basis and were
in the ordinary course of business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of Company at large. All related party transactions are placed before the Audit
Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on
Related Party Transactions is also available on the website of the Company
www.aditvaispat.com.

Your Directors draw attention to the members to Note No.36 to the Financial Statement which sets out related
party transactions.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
CompaniesAct, 2013 along with the justification for entering into such contracts or an arrangement in Form AOC-
2 does not form part of the report.

27. VIGIL MECHANISM:

The vigil mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing
Agreement, comprises senior executives of the Company. Protected disclosures can be made by a whistle blower
through an E mail, or by telephone line or a letter to the chairman of the Audit Committee.

The policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at
www.adityaispat.com.

28. ANNUAL RETURN:

Web-link of annual return: In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with
the Companies (Management andAdministration) Rules, 2014, theAnnual Return in e-form MGT-7 for the financial
year ended March 31,2024 has been uploaded on the website of the Company ,the web-link of annual return is as
follows http://adityaispat.com/annualreturn-march24

29. RISK MANAGEMENT:

As a policy the Company has identified key risk concern/areas. The assessment of each risk area is done on
quarterly basis. Following are the main concern/risk related to the Company:

Market Related Risk: mainly demand, realisation and redundancy of the product.

Production related Risk mainly availability of inputs, accident or break down in the plant and rejection of material by
the customers.

Human Resources Risk: includes the risk of labor unrest, high employee turnover ratio and lower productivity due
to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement, Govt Policies and duty rates
Data and Records: data lost, fire, virus attack etc.

The Board and the Audit Committee takes note of Risk management of the Company in every quarter.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its board members,
Key Managerial Personnel and senior management personnel .The Code of Conduct for Directors and Senior
Management Personnel is posted on the Company's website. The Managing Director & CEO of the Company has
given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the
code of conduct with reference to the financial year ended on March 31,2025.

31. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

During the year under review, no shares were held in demat suspense account or unclaimed suspense account
of the Company.

32. CORPORATE GOVERNANCE

a) The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore and Networth not exceeding
Rs. 25 crore and hence as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Corporate Governance requirements as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the
Company. Thus, a report on Corporate Governance does not form part of this report.

b) Pursuant to SEBI Listing Regulations, report on Management Discussion and Analysis has been enclosed as
part of Board's Report.

33. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo in
accordance with Section 134(3)(m) of the CompaniesAct, 2013 and forming part of the Directors Report for the
year ended 31st March, 2025 is annexed to this report.

34. Listing on Stock Exchanges:

As on March, 31st, 2025, the Company's shares are listed on the following Stock Exchanges:

a. Bombay Stock Exchange Limited, Mumbai.

Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI- 400 001.

The Company's stock code at Bombay Stock Exchange is 513513.

b. The Calcutta Stock Exchange Limited, (now defunct)

The Company has paid the Listing Fees for the year 2025-2026 to the Bombay Stock Exchange.

Custodial Fees for Depositories:

The Company has paid theAnnual Custodial fees for the year 2025-2026 to National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL).

35. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2015 (hereinafter referred to as “Regulation”),
the Company has in place a comprehensive code of conduct for its Directors and Senior Management Personnel.
The code lays down guidelines, which advises them on procedures to be followed and disclosures to be made,
while dealing with the shares of the Company. Also the Board has adopted Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information as required under Regulation 8 read with ScheduleAof
Regulation. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company as well as consequences of violation. The

Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain
the highest ethical standards of dealing in the Company's Shares. The code is also available on the website of
theCompany
www.aditvaispat.com.

36. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee
as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year.

• No. of complaints received - NIL

• No. of complaints disposed off - Not Applicable

37. HUMAN RESOURCES MANAGEMENT & INDUSTRIAL RELATIONS

From its foundation, Aditya Ispat Limited employment philosophy and practices have been based on the recognition
that its people are the primary source of its competitiveness.

The company consistently abides by human resources policy that is found on a set of following principles: equality
of opportunity, continuing personal development, fairness, mutual trust and teamwork. These principles are, in
turn, underpinned by the five core Values of Pioneering, Integrity, Excellence, Unity and Responsibility. The Company
also believes as a matter of principle that, diversity within its workforce greatly enhances its overall capabilities.
The Company is an equal opportunity employer and it does not discriminate on the basis of race, caste, religion,
colour, ancestry, gender, marital status, sexual orientation, age, nationality, ethnic origin or disability. All decisions
relating to promotion, compensation and any other forms of reward and recognition are based entirely on performance
and merits.

The Company's ambition is to be a modern employer offering employees long-term prospects for a meaningful
professional career. This is why the Company's collective labour agreement focuses on four aspects: health &
vitality, career development & skills, employee productivity and employment conditions.

During the year, the Company focused on improvement in areas related to diversity & inclusion and training &
development. Many initiatives were undertaken to bring about a change in the mindset of the workforce regarding
these aspects.

Employees are very important stakeholders for the Company and the Management team is in continuous
engagement through the year to ensure seamless and transparent communication on all important issues that
relates to the employees and the future of the company.

38. FRAUD REPORTING

There was no fraud reported by theAuditors of the Company under Section 143(12) of the CompaniesAct, 2013,
to theAudit Committee or the Board of Directors during the year under review.

39. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of
Directors' and 'General Meetings', respectively, have been duly followed by the Company.

40. GENERAL:

Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review.

i. The company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of balance sheet.

ii. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. There was no issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

41. ACKNOWLEDGEMENT:

The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received
from its Bankers, State and Central Governments, the customers, share holders, business associates and
employees during the year under review.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the
Company.

Date : 01-09-2025 On behalf of the Board of Directors

Place: Hyderabad. Sd/-

ADITYA CHACHAN

MANAGING DIRECTOR
(DIN :10349309)

1

Ceased to director due to completion of tenure on 30th September 2024

2

Appointed on 14th August, 2024