The Members,
AIA Engineering Limited
Ahmedabad
Your Directors take pleasure in submitting the 36th Annual Report and
the Audited Annual Accounts of the Company for the year ended 31 March, 2026.
1. FINANCIAL HIGHLIGHTS
| Particulars |
Standalone |
Consolidated |
|
Year ended 31 March, 2026 |
Year ended 31 March, 2025 |
Year ended 31 March, 2026 |
Year ended 31 March, 2025 |
| Revenue from Operations |
3,69,854.03 |
3,42,564.41 |
4,35,548.28 |
4,22,662.27 |
| Other Operating Income |
6,431.59 |
6,080.35 |
6,438.12 |
6,082.12 |
| Total Revenue from Operations |
3,76,285.62 |
3,48,644.76 |
4,41,986.40 |
4,28,744.39 |
| Other Income |
61,455.24 |
47,507.66 |
47,405.08 |
33,162.79 |
| Total Income |
4,37,740.86 |
3,96,152.42 |
4,89,391.48 |
4,61,907.18 |
| Profit before Finance Cost, Depreciation & |
1,75,582.69 |
1,44,216.19 |
1,73,034.19 |
1,48,084.41 |
| Amortisation and Tax Expenses |
|
|
|
|
| Finance Cost |
3,643.49 |
2,101.66 |
3,650.72 |
2,109.13 |
| Depreciation & Amortisation |
11,039.09 |
10,068.21 |
11,269.43 |
10,307.39 |
| Profit Before Share of Profit of Joint
Venture and Tax |
1,60,900.11 |
1,32,046.32 |
1,58,114.04 |
1,35,667.89 |
| Share of Profit of Joint Venture (Net of Tax) |
- |
- |
1,391.60 |
1,175.13 |
| Exceptional Items |
- |
- |
328.19 |
- |
| Profit Before Tax |
1,60,900.11 |
1,32,046.32 |
1,59,177.45 |
1,36,843.02 |
| (i) Provision for Taxation (Current) |
32,371.91 |
25,462.35 |
33,383.82 |
26,501.91 |
| (ii) (Excess) / Short provision for tax of
earlier years |
(1,535.57) |
848.92 |
(1,496.43) |
573.63 |
| (iii) Deferred Tax |
2,364.05 |
3,584.17 |
396.92 |
3,760.11 |
| Total Tax (i+ii+iii) |
33,200.39 |
29,895.44 |
32,284.31 |
30,835.65 |
| Profit After Tax |
1,27,699.72 |
1,02,150.88 |
1,26,893.14 |
1,06,007.37 |
| Non-Controlling Interest |
- |
- |
(122.68) |
(66.23) |
| Net Profit after Non-Controlling Interest |
127,699.72 |
1,02,150.88 |
1,27,015.82 |
1,06,073.60 |
| Other Comprehensive Income/(Loss)(Net of |
892.81 |
(57.37) |
(2,291.99) |
(2,243.81) |
| Tax) (After Minority Interest) |
|
|
|
|
| Total Comprehensive Income after Non- |
1,28,592.53 |
1,02,093.51 |
1,24,723.83 |
1,03,829.79 |
| Controlling Interest |
|
|
|
|
Standalone Operating Results:
During the year under review, the Revenue from Operations of the
Company is ` 3,76,285.62 Lakhs as compared to
` 3,48,644.76 Lakhs in the previous Financial Year. Exports Turnover
registered in the same period is ` 2,18,933.60 Lakhs as against the Export Turnover of `
1,99,639.28 Lakhs in the previous Financial Year.
During the year under review, Company has earned a Profit Before Tax
(PBT) of ` 1,60,900.11 Lakhs and Profit After Tax
(PAT) of ` 1,27,699.72 Lakhs as compared to PBT of ` 1,32,046.32 Lakhs
and PAT of ` 1,02,150.88 Lakhs respectively in the previous Financial Year.
Consolidated Operating Results:
During the year under review, on a Consolidated basis, your Company
(together with its Subsidiaries and
Joint Ventures) has earned Revenue from Operations of ` 4,41,986.40
Lakhs as compared to ` 4,28,744.39 Lakhs in the previous Financial Year. Correspondingly,
the Consolidated ProfitAfter Tax (PAT) registered during the year under review is `
1,27,015.82 Lakhs (After Minority Interest) as compared to PAT (After Minority Interest)
of ` 1,06,073.60 Lakhs in the previous Financial Year.
2. DIVIDEND:
The Board of Directors is pleased to recommend a Dividend of ` 16.00
(800%) per Equity Share of the face value of ` 2/- each amounting to ` 14,931.26 Lakhs for
the Financial Year 2025-26.
Related Party
The Dividend, if declared/approved by the Shareholders at the ensuing
Annual General Meeting, will be paid to those Shareholders, whose names stand registered
in the Register of Members as on Record Date. In respect of shares held in dematerialised
form, it will be paid to the members whose names are furnished by National Securities
Depository Limited and Central Depository
Services (India) Limited, as beneficial owners
3. SHARE CAPITAL:
The paid up Equity Share Capital of the Company as on 31 March, 2026 is
` 1,866.41 Lakhs. During the year under review, the Company has neither issued shares with
differential voting rights nor granted stock option or sweat equity.
4. FINANCE:
Cash and cash equivalents as at 31 March, 2026 were
` 21,506.40 Lakhs. The Company continues to focus on judicious
management of its Working Capital, Receivables, Inventories, while other Working Capital
parameters were kept under strict check through continuous monitoring.
Capital Expenditure Outlay:
During the year under review, the Company has incurred Capex of `
10,414.95 Lakhs (including work-in-progress).
Deposits:
During the year under review, the Company has neither accepted nor
renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.
Particulars of Loans, Guarantees or Investments:
During the year under review, Company has not provided any loan but it
has provided Guarantees covered under the provisions of Section 186 of the Companies Act,
2013. The details of Guarantees provided and Investments made by the Company are given in
the Notes to the Financial Statements.
Internal Financial Control and Audit:
The Company has in place adequate internal financial controls with
reference to the Financial Statements. The Statutory Auditors of the Company have audited
such controls with reference to the Financial Reporting and their Audit Report is annexed
as Annexure A to the Independent Auditors' Report under the Standalone Financial
Statements and the Consolidated Financial Statements which forms part of the Integrated
Annual Report.
Related Party Transactions:
All the Related Party Transactions entered during the financial year
were on an Arm's Length basis and were in the Ordinary Course of Business. There are
no materially significant made by the Company with Promoters, Directors, Key Managerial
Personnel (KMP) which may have a potential conflict with the interest of the Company at
large.
Prior Omnibus approval of the Audit Committee is obtained on yearly
basis for the transactions which are of a foreseen and repetitive nature. The transactions
entered into pursuant to the omnibus approval so granted were placed before the Audit
Committee and the Board of Directors for their approval on quarterly basis. The details of
Related Party Transactions entered by the Company are disclosed in Form AOC-2 – as
per Annexure A.
The Policy on Related Party Transactions as approved by the Board of
Directors is uploaded on the website of the Company viz. https://aiaengineering.com/
wp-content/uploads/2026/02/Policy-Related-Party-Transactions.pdf.
Credit Rating:
CRISIL has reaffirmed the Long Term rating and the
Short Term rating of the Company as CRISIL AA+/ Stable and CRISIL A1+
respectively.
Dun & Bradstreet Information India Private Limited (D&B) has
evaluated the Company during September, 2024 and reassigned a Dun Bradstreet Rating of 5A
I, which indicates that overall status of the Company is Strong.
5. HUMAN RESOUR CES:
Among the various resources essential for the success of any
organisation, human capital stands as one of the most impactful. Recognising its
significance, your Company dedicates considerable time and effort to nurturing and
developing this invaluable asset, ensuring its optimal contribution to the Company's
growth and success.
Every asset requires careful management, maintenance and
development—human resources are no exception. Given its critical importance, Company
continuously seeks innovative and efficient approaches to talent management. To achieve
this, your Company collaborates with leading global agencies and consultants, ensuring
access to top-tier professionals in its domain.
Securing exceptional talent is just the beginning; fostering growth
through structured training is equally vital. Company upholds a corporate philosophy of
continuous improvement, offering comprehensive orientation programs and periodic skill
enhancement initiatives.Tofacilitatethis,ithasestablishedadedicated training and
development cell that systematically tailors programs based on individual skill mapping.
Employee safety and well-being are foundational to our corporate ethos.
Company prioritises both physical and mental health by promoting safe work practices and
championing holistic wellness. Regular wellness sessions, such as expert-led yoga
workshops, underscore its commitment to the overall well-being of its workforce.
Just like any asset, employees have a lifecycle and optimising it is a
scientific and strategic endeavor.
Your Company meticulously structures each stage—onboarding,
training, career progression and succession planning—to maximise value. Objective
performance appraisal system of the Company ensures fairness, accountability and
meaningful growth opportunities for all team members.
At the heart of its organisational philosophy lies continuous
collaboration with leading consultants, Company remains at the forefront of talent
acquisition, organisational structuring, and human resource
management.Whilehonoringthecorevalues,Company embraces modern strategies and innovations
to enhance operational efficiency, leveraging its carefully curated talent pool to propel
its growth trajectory. Effective 21 November 2025, the Government of India has
consolidated 29 existing labour legislations into a unified framework comprising four
labour codes referred to as "New Labour Codes". The Company has assessed its
employee benefit obligations in accordance with the revised definition of wages and FAQs
issued by The Ministry of Labour & Employment.
Accordingly, an incremental liability of ` 433.35 lakhs towards
gratuity has been recognised during the year ended 31 March 2026.
6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS: through
highly
There are no material changes and commitments, affecting the financial
position of the Company which have occurred between the close of Financial Year on
31 March, 2026 to which the Financial Statements relates and the date
of this Report.
Effective 21 November 2025, the Government of India has consolidated 29
existing labour legislations into a unified framework comprising four labour codes
referred to as "New Labour Codes". The Company has assessed its employee benefit
obligations in accordance with the revised definition of wages and FAQs issued by The
Ministry of Labour & Employment.
Accordingly, an incremental liability of ` 433.35 lakhs towards
gratuity has been recognised during the year ended 31 March 2026.
7. BUSINESS PROSPECTS:
Company manufactures a range of Hi-chrome consumable wear parts like
Grinding Media, Mill Liners, and Castings collectively referred to as Mill internals that
are used in the process of Crushing and Grinding in Cement, Mining and Thermal Power
industries. With a strong foundation in areas of engineering, metallurgy and comminution
technology, the Company has since last few years focused on Mining Industries as a pillar
of growth. The Serviceable Addressable market opportunity is in excess of 2 million tonnes
per annum in the segments of Gold, Copper and Iron Ore Mining where the Company is focused
on- and the penetration of High Chrome mill internals is not more than 25-30%, which
offers a significant headroom for conversion of Mines into High Chrome based solutions
offered by the Company. However, since last few years, the Companyof HR has practices.
been facingThrough several challenges in the form of competition from local Players, trade
barriers like Anti-dumping duties and general resistance to change. To overcome these
challenges, the Company has made considerable transformative efforts over last few years
to radically change its approach to induce the Mines in converting to the Company's
solutions.
Company's solutions contemplate to enhance grinding efficiency,
operational reliability, recovery of metal, resulting in total value of performance for
Mining Industries worldwide where grinding capacity is severely constrained due to
deteriorating quality of ore bodies both in terms of metal content and grindability due to
higher hardness.
Unlike traditional wear parts suppliers, Company has emerged as a
strategic performance partner for mining industries. The Company's focus is now
shifted to provide end-to-end solutions for grinding mills, enabling its customers to
improve grinding reliable replacement parts
(mill internals). Company's core strength lies in designing
application-specific grinding solutions, tailored to customer's unique operating
conditions and performance objectives, which require high reliability and process
improvement focused on increase in output, recovery and energy saving. The Company is now
offering a complete package of tailor made solutions for SAG mills and Ball Mills-
primarily involving designing and supplying a combination of Mill Liners (Metal, Rubber
and Composite Liners), along with a Unique New Generation Discharge System, which ensures
strong improvement in while pursuing the operating efficiencies of the Mills,
resulting into a significant savings in the Power costs and a remarkable improvement in
the recoveries of metals. The Grinding efficiency improvement (increased output/reduction
in energy consumption) is done through NewGen discharge system and lining system. The
Company has, over last 3 years, modified grinding mills in iron ore, copper and gold in
more than 12 mills located in mines in different geographies. With 100% success rate, the
Company now is at an advance stage of conducting similar trials in some of the largest
Copper and Gold Mines in Chile, Peru and Ghana, which will establish the uniqueness of the
solutions offered by the Company on the Global Mining map. As a natural corollary, the
Company expects to increase the sale of Grinding media also in this space- as a
cross-selling proposition. The Company's Key differentiators vis-?-vis the
competition are Ability to offer total solutionforMillGrindingEfficiency and Reliability;
a
Comprehensive Product portfolio including Mill Liners, New Generation
Discharge System, and Grinding Media, Manufacturing Excellence, Global Supply Chain &
Execution, and a Global Service Network.
The cement industry continues to be closely aligned with global
infrastructure development trends. In several developed economies, infrastructure spending
has largely plateaued, leading to relatively stable cement production levels and,
consequently, steady demand for the Company's products. However, high-growth markets
- such as India continue to witness significant led investments in
infrastructure, which are expected to drive higher cement consumption and increased demand
for the Company's wear parts and related solutions. The Company also continues to
enjoy its dominant position in the Thermal Power Industry in India, which is also now
poised to grow, given the impetus on this sector as well now being considered in wake of
significant increase in the Demand for Power expected due to massive investment planned in
the Data Centers in India.
The Company remains confident of its long-term growth prospects,
supported by continued customer acquisition and increasing opportunities within the mining
segment. The Company believes that its differentiated product portfolio, efficient
manufacturing facilities in India, strong global sales and technical support network,
international office and warehouse infrastructure, and ongoing product development
initiatives collectively provide a distinct competitive advantage. These capabilities
position the Company well to achieve sustained growth and further strengthen its presence
in global markets.
8. FUTURE EXPANSION:
Company's robust liquidity framework enables it to growth maintain
financial flexibility opportunities. Despite challenges such as disturbed geo political
scenario, Company has consistently focused on generating net cash flow from operations.
In FY 2025-26, the Company generated net cash of
` 612.54 Crore from operations ensuring adequate resources to fund
reinvestments and mitigate financial risks. Company's internal accruals supports strategic
investments and sustainable expansion.
The Company's current capacity stands at 4,36,000 MT per annum
(After Closure of Welcast Plant at Bangalore).
Company is reviewing implementation of manufacturing plants at China
and Ghana in phased Manner since last one year. However, considering current Geo Political
Scenario, Company is acting cautiously on subject matter. Same process would be expedited
in second half of FY 2026-27 hoping overall Geo Political scenario will normalise.
Company has taken up ambitious renewable Power project of INR 30 Cr
during FY 2025-26. Said project was expected to start in second half of the fiscal year
2025-26 however same will become operational from beginning 2nd Quarter
of fiscal year 2026-27. In fiscal year 2026-27 from second half, it is estimated that 60%
to 70% of total power consumption will come from renewable sources. its Company is
planning to provide flexibility recently commissioned Rubber and Composite Liners
manufacturing plant by investing ` 25 Crores in FY 2026-27.
9. SUBSIDIARY COMPANIES/ASSOCIATE COMPANY:
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a Statement containing salient features of Financial Statement of Subsidiary
Companies in Form AOC 1 is given as Annexure B.
The Company will make available the Annual Accounts of the Subsidiary
Companies and the related detailed information to any member of the Company who may be
interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will
also be kept open for inspection at the Registered Office of the Company. The Consolidated
Financial Statements presented by the Company include financial results of its Subsidiary
Companies and Joint Ventures.
The separate Audited Financial statements in respect of each of the
Subsidiary Companies are also available on the website of your Company at
https://aiaengineering.com/investor-financials/ . Vega
Industries (Middle East) FZC, UAE has additionally acquired 14% stake
in the business of Vega MPS Pty
Ltd., Australia making total stake of 70%.
The Board of Directors of Welcast Steels Limited ("WSL"), a
Subsidiary Company, in its meeting held on 15 October 2025 had decided to close down its
only factory at Bangalore w.e.f. 15 December 2025. Since labour disputes are pending
before various courts and other judicial forums, management intends to maintain the status
quo.
10. INSURANCE:
The Company has taken adequate insurance coverage of all its Assets and
Inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc.
11. INDUSTRIAL RELATIONS (IR):
The Company continues to maintain harmonious industrial relations.
Company periodically reviews its HR policies and procedures to aid and improve the living
standards of its employees, and to keep them motivated and involved with the larger
interests of the organisation. The Company has systems and procedures in place to hear and
resolve employees' grievances in a timely manner and provides avenues to its
employees for their all-round development on professional and personal levels. All these
measures aid employee satisfaction and involvement, resulting in good Industrial
Relations.
12. CORPORATE GOVERNANCE:
In line with the Company's commitment to good Corporate Governance
Practices, your Company has complied with all the mandatory provisions of Corporate
Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (SEBI LODR Regulations).
A separate Report on Corporate Governance and Practicing Company
Secretary's Report thereon is included as a part of the Annual Report.
13. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
MDA covering details of Operations, International Markets, Research and
Development, Opportunities and Threats etc. for the year under review is given as a
separate Statement, which forms part of this Annual Report.
14. RISK MANAGEMENT:
Risk Management Process is navigating a Dynamic Environment. The
Company faces diverse risks in its operations and commitments. In response, Company has
instituted a robust risk management process that empowers it to identify, assess and
mitigate such risks proactively. The Risk Management approach of the Company is pivotal in
protecting its stakeholder's interests, ensuring consistent and sustainable growth,
augmenting its value and successfully realising its strategic objectives.
Risk Management Process
Risk Identification:
• Identifying potential events impacting the successful
implementation of strategies or the achievement of objectives.
• Events can arise from internal or external factors.
Identified risks are then classified into three categories: Unit risk,
Industry risk and Macroeconomic risk.
Risk Assessment and Mitigation
• Perform risk assessment to evaluate the potential impact of
identified risks on achieving objectives.
Risks are classified as Low, Medium or High based on their assessed
impact and likelihood.
• To address the risks, mitigation plans are developed with
specific timelines for implementation.
Creating and updating Risk Register
Identifiedrisks and approved mitigation plans are recorded in risk
registers.
• Risk registers are reviewed and updated every quarter.
Risk Monitoring
• Monitoring the approved mitigation plan closely.
• Providing regular updates on the progress of its execution.
Review and Reporting
• Periodically identify and report top-priority risks and any
significant policy deviations.
Board of Directors
The highest level of authority responsible for overseeing the overall
risk management activities of the organisation.
Risk Management Committee (RMC)
Key to guiding the development of the Risk Management framework;
monitoring and reviewing the Risk Management Policy and reporting to the Board on Risk
Management activities.
Chief Risk Officer (CRO)
The CRO oversees risk management processes at the management level,
reviewing reports of Risk Champions for reporting to the RMC, ensuring alignment with the
risk management framework objectives, serving as a communication link between the RMC and
Risk Champions and recommending framework improvements in line with global best practices.
Risk Champions
Unit heads and Head of Departments designated as Risk Champions monitor
the external, macro-economic and industry landscapes, identify and assess risks and
develop appropriate mitigation strategies within their respective areas of responsibility.
Risk Coordinators
Individuals designated as Risk Coordinators work closely with Risk
Champions to support risk management activities in monitoring risks, implementing
mitigation strategies and ensuring effective communication within their designated areas.
Enterprise Risk Management (ERM) Framework
Company's robust ERM Framework guides its practices in
identifying, mitigating and monitoring key business risks. Company's risk management
framework is aligned with operational and strategic objectives to efficiency and enhance
operational safeguard shareholder's value. The framework offers a holistic view of
your Company's strategic and operational risk position, facilitating continuous
assessment and monitoring of overall risk exposure.
Aligning ERM with COSO framework
Your Company's Risk Management Policy aligns its risk management
framework with the globally recognised Committee of Sponsoring Organisations (COSO)
Framework for Enterprise Risk Management, integrating risk with strategy and performance.
This commitment has competitively positioned the Company in a dynamic market. By
incorporating risk into strategy-setting, your Company makes informed decisions,
strategically allocate capital, strengthen risk oversight and manage performance
effectively. This approach empowers the Company to identify opportunities within its risk
appetite, foster resilience and enhance its marketplace reputation.
Internal Control Systems
To supplement its ERM framework, the Company has implemented robust
internal control systems to ensure efficiency in operations, optimum utilisation of
resources, reliable financial reporting and compliance with all applicable laws &
regulations. The internal control system is aligned with the COSO Internal
Risk Control Integrated Framework. Well-defined
Control Matrices of the Company serve as the primary document for
internal control assessment, categorised into entity and process-level controls and IT
controls. The design and operating effectiveness of internal controls are evaluated by the
Internal Auditors (all controls) as well as by the Statutory Auditors (controls concerning
financial statements). The findings are presented to the Audit Committee on a periodic
basis.
Key Risks
Please refer to the Management Discussion and Analysis Section of this
Report which describes key risks that may impact the operations of the Company.
15. POLICIES:
(a) Vigil Mechanism / Whistle Blower Policy:
The Company has adopted a Vigil Mechanism/
Whistle Blower Policy through which the Company encourages employees to
bring to the attention of Senior Management including Audit and Risk Management Committee,
any unethical behavior and improper practice and wrongful conduct taking place in the
Company. The brief details of such vigil mechanism forms part of the Corporate Governance
Report.
(b) Policy on protection of Women against Sexual Harassment at
Workplace:
In line with the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules made thereunder, the Company has adopted a
policy for the same. The brief details of the said policy form part of the Corporate
Governance Report of this Annual Report. The Company has not received any complaint during
the Financial Year 2025-26 in this regard.
(c) Code of Conduct to Regulate, Monitor and Report Trading by
Insiders:
In Compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has revised Model Code of Conduct of Insider Trading
Regulations from time to time. The Company adopted the Code of Conduct to regulate,
monitor and report trading by Designated Person(s) in order to protect the Investor's
Interest. The details of the said Code of Conduct forms part of the Corporate Governance
Report.
(d) Policy for Business Responsibility and Sustainability Report:
In pursuance of Regulation 34 of SEBI LODR Regulations, top 1000
companies based on market capitalisation (calculated as on March
31 of every financial year) are required to prepare and enclose with
its Annual Report, a Business Responsibility and Sustainability Report describing the
initiatives taken by them from an environmental, social and governance perspectives. A
separate report on Business Responsibility and Sustainability Report is annexed herewith
as Annexure C.
(e) Dividend Distribution Policy:
The Board of Directors had approved the Dividend Distribution Policy in
line with SEBI LODR Regulations. The Policy is hosted on website of the Company at
https://aiaengineering.com/wp-content/uploads/2025/04/Dividend-Distribution-Policy.pdf.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP):
(a) Board of Directors and KMP:
Mr. Rajendra S. Shah, Chairman and Non-Executive Director of the
Company has resigned as the Chairman & Non-Executive, Non-Independent Director of the
Company with from close of business hours on 20th April, 2026 and Mr. Bhadresh K. Shah,
Managing Director of the Company became the Chairman of the Company with effect from 21
April, 2026. Now the Board of Directors of the Company is led by the Chairman
& Managing Director and comprises nine other
Directors, including one Whole-Time Director, five
Independent Directors (including one Woman Independent Director) and
three Non-Executive Directors (other than Independent Directors).
All the Independent Directors of the Company have furnished
declarations that they meet the criteria of Independence as prescribed under the Companies
Act, 2013 and SEBI LODR Regulations.
Considering the integrity, expertise and experience (including the
proficiency), of Directors recommends the reappointment of Mrs. Bhumika Shyamal Shodhan
(DIN: 02099400), Director of the Company who retires by rotation at the ensuing Annual
General Meeting and being eligible, offered herself for re-appointment. The Board of
Directors also recommends the reappointment of Mr. Bhadresh Kantilal Shah (DIN:00058177)
as Managing Director of the
Company for a period of five years with effect from 01 October, 2026.
Mr. Udayan Dileep Choksi (DIN: 02222020) has been appointed as an
Independent Director with effect from 20 September, 2025 for a first consecutive term of
five years which is approved by shareholder on 35 Annual General Meeting dated 15
September, 2025.
Mr. Nitin Chandrashanker Shukla (DIN: 00041433) has been appointed as
an Independent Director of the Company with effect from 30 January, 2026. Appointment of
Mr. Nitin Chandrashanker Shukla has been approved by shareholders on 14 March, 2026. Mr.
Malay Jaynedra Dalal (DIN: 01896746) has been appointed as an Independent Director of the
Company with effect from 20 April, 2026 subject to the approval of shareholders.
The Board of Directors is satisfied about the integrity, expertise and
experience (including proficiency) of all Independent Directors appointed by the Company.
As required under SEBI LODR Regulations amended from time to time, the
information on the particulars of the Director proposed for appointment/reappointment has
been given in the Notice of the Annual General Meeting.
(b) Meetings:
During the year under review, six Board Meetings and four Audit
Committee Meetings were convened and held. The detail of composition of Audit Committee is
as under:- Mr. Piyush B. Shah, Chairman Mrs. Janaki U. Shah, Member Mr. Sanjay S.
Majmudar, Member Mr. Udayan D. Choksi, Member All recommendations made by the Audit
Committee during the year were accepted by the Board.
The details of Composition of all the Committees and dates of the
meetings are given in the Corporate Governance Report. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR
Regulations.
(c) Committees of the Board of Directors:
In compliance with the requirement of applicable laws and as part of
the best governance practice, the Company has following Committees of the Board as on 31
March, 2026.
(i) Audit Committee
(ii) Stakeholders Relationship Committee (iii) Nomination and
Remuneration Committee (iv) Corporate Social Responsibility Committee (v) Risk Management
Committee The details with respect to the aforesaid Committees are given in the Corporate
Governance Report.
(d) Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR
Regulations, the Board has carried out an Annual Performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its
Committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
(e) Familiarisation Program for Independent Directors:
The Independent Directors have been updated with their roles, rights
and responsibilities in the Company by specifying them in their Appointment Letter
alongwith necessary documents, reports and internal policies to enable them to familiarise
with the Company's procedures and practices. The Company has through presentations at
regular intervals, familiarised and updated the Independent Directors with the strategy,
operations and functions of the Company and Engineering Industry as a whole. The details
of such familiarisation programmes for Independent Directors is posted on the website of
the Company and can be accessed at https://aiaengineering.com/wp-content/
uploads/2026/06/Independent-Director-Familiarization-Program-2025-26.pdf.
(f ) Nomination and Remuneration Policy:
The Board has on the recommendation of the Nomination &
Remuneration Committee framed a Policy for selection and appointment of Directors, Senior
Management Personnel and their remuneration. The Remuneration Policy is stated in the
Corporate Governance Report which is a Part of the Board's Report. The detailed
Policy is placed on the website of the Company at https://aiaengineering.com/wp-content/
uploads/2025/04/Nomination-Remuneration-Policy-.pdf.
(g) Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act,
2013, which states that— i. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures; ii. the Directors 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 profit of the
Company for that period; iii. the Directorshavetakenproperandsufficient 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 and detecting fraud and
other irregularities; iv. the Directors have prepared the Annual Accounts on a going
concern basis; v. the Directors have laid down Internal Financial Controls to be followed
by the Company and that such Internal Financial Controls are adequate and were operating
effectively; and vi. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
17. AUDITORS: Statutory Auditors:
BSR & Co. LLP, Chartered Accountants (Firm Registration
101248W/W-100022) were re-appointed as Statutory Auditors of the Company for a period of
five years from the conclusion of 32nd Annual General Meeting till the conclusion of 37th
Annual General Meeting.
The Report given by the Auditors on the Financial Statements of the
Company is part of this Report.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
Internal Auditors:
The Board of Directors at the recommendations of the Audit Committee
appointed Talati & Talati LLP, Chartered Accountants as Internal Auditors of the
Company for the F.Y. 2026-27.
On the recommendation of the Audit Committee, Board of Directors has
also appointed Sharp & Tannan Associates, Chartered Accountants, as Internal Auditors
to carry out Internal Audit for the Procurement, Store Management and Finance &
Accounts Functions of the Company for the F.Y. 2026-27.
Cost Auditors:
Pursuant to and in compliance with the provisions of Section 148(1) of
the Act and Rules framed thereunder, the Company has maintained the cost accounts records.
The Cost Auditors has filed the Cost
Ministry of Corporate Affairs for the Financial Year ended 31 March,
2025 on 21 August, 2025.
The Board of Directors on the recommendation of the Audit Committee has
appointed Kiran J. Mehta
& Co., Cost Accountants, Ahmedabad as the Cost Auditors of the
Company to conduct the audit of the cost accounting records of the Company for the F.Y.
2026-27. As required under the Companies Act, 2013, the remuneration payable to the Cost
Auditors is required to be placed before the members of the
Company for their ratification at the ensuing Annual
General Meeting. Accordingly, a resolution seeking members'
ratification to the remuneration payable to
Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in
the Notice convening the 36th Annual General Meeting.
Secretarial Auditors: pursuant to Regulation 24A of SEBI LODR
Regulations, the Company has appointed, Mr. Tushar M. Vora,
Practicing Company Secretary (Peer Review No. 7768/2026), Ahmedabad as
Secretarial Auditors of the Company for a term of five years of the Company to hold office
from 01 April, 2025 to 31 March, 2030 conduct Audit of the Company's Secretarial and
other related records.
The Report on the Secretarial Audit for the year ended
31 March, 2026 is annexed herewith as Annexure D to this
Board's Report. There was no qualification / observation in the report.
18. PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The additional information regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo, stipulated under Section 134 (3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed herewith to this report.
19. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared in
accordance with relevant Indian Accounting Standards (Ind AS) viz. Ind AS-27, Ind AS-28
and Ind AS-110 issued by the Ministry of Corporate Affairs, form part of this Annual
Report.
20. ANNUAL RETURN:
In accordance with the provisions of Section 92(3) of the Companies
Act, 2013, Annual Return of the Company as on 31 March, 2026 is hosted on website of the
Company at https://aiaengineering.com/wp-content/uploads/2026/07/Annual-Return.pdf.
Reportwith 21. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provisions of Section 135 of the Companies Act, 2013 and
Rules made thereunder, the amount required to be spent on CSR activities during the year
under review, was ` 2,419.48 Lakhs and the Company has spent ` 2,419.48 Lakhs during the
Financial Year ended 31 March, 2026. The requisite details of CSR activities carried by
the Company pursuant to Section 135 of the Companies Act, 2013 is annexed as Annexure E.
The composition and other details of the CSR Committee is included in
the Corporate Governance Report which form part of the Board's Report.
22. PARTICULAURS OF EMPLOYEES:
The information required pursuant to Section 197 of Companies Act, 2013
read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is annexed as Annexure F. The
Statement containing particulars of employees as required 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, is provided in a separate annexure forming part of this report.
However, in terms of Section 136 of the Act, the Annual Report is being sent to the
shareholders and others entitled thereto, excluding the said annexure, which is available
for inspection by the shareholders at the Registered Office of your Company during
business hours on working days of your Company. If any shareholder is interested in
obtaining a copy thereof, such shareholder may write to the Company Secretary in this
regard.
23. ENVIRONMENT, HEALTH AND SAFETY:
Environmental management efforts continue to focus on resource
efficiency, circular economy practices, waste minimisation, and emissions reduction.
Commitment towards reducing the overall environmental footprint is driven through
responsible operational practices, adoption of cleaner technologies and continuous process
improvement across manufacturing operations. These efforts are further reinforced through
the implementation of certified environmental management systems at the Moraiya and Kerala
(Grinding Media) facilities under ISO 14001.
Key environmental initiatives include:
Circular Economy:
Elimination of plastic below 50 microns across operations and
corporate locations, with the initiative also being extended to suppliers through
procurement and purchase order requirements.
Waste to Wealth: Multiple initiatives have been undertaken
towards transforming industrial waste into reusable resources through recycling, recovery,
and co-processing solutions.
Co-processing of oily sludge: A co-processing approach has been
adopted wherein oily sludge generated from operations is pre-processed and utilised as an
alternate fuel source. This practice supports environmentally responsible waste management
through conservation of natural resources, reduction in fossil fuel consumption and
avoidance of emissions associated with conventional disposal practices and additional fuel
usage.
Waste Sand Recovery and Reuse: Waste sand is recovered and reused
through partnerships with the cement industry, wherein processed waste reduction sand is
utilised in cement manufacturing, thereby supporting circular utilisation of industrial
byproducts.
Sand Reclamation and Reuse: Approximately 90% of sand is reused
through thermal and mechanical reclamation systems, significantly reducing fresh sand
consumption and minimising operational sand waste generation.
Slag Recovery and Reuse: Slag generated during manufacturing
operations is recovered and reused, accounting for approximately 4% of the total material
recovered and reused during operations.
Use of Recycled Scrap as Raw Material: The Company extensively
utilises discarded scrap as a key raw material input across manufacturing operations,
supporting resource conservation and circular material utilisation.
Composting of Organic Waste: Food waste generated from canteen
operations is composted and converted into organic manure for beneficial reuse.
ManufacturingSustainableBricks:Approximately 55,000 bricks have
been manufactured using waste sand, dust, and plastic waste, promoting innovative reuse of
low-value waste streams.
Enhanced resource efficiency:Resource-efficient
technologies, process optimisation, and improved raw material utilisation continue to
remain focus areas for reducing overall resource consumption and improving operational
efficiency.
Induction Furnace-Based Melting Process:
Our melting operations are primarily based on induction furnaces
powered by electricity.
Use of Piped Natural Gas (PNG): Piped Natural Gas (PNG) has been
progressively adopted in place of conventional fossil fuels (LDO) across operations to
reduce Scope 1 emissions and improve fuel efficiency.
Installation of Variable Frequency Drives (VFDs):
Variable Frequency Drives (VFDs) have been installed in the dust
collection system at the Moraiya facility to optimise power consumption and improve
operational efficiency.
Auxiliary Power Monitoring During Shutdown: Auxiliary power control
and monitoring measures have been implemented during shutdown periods through
chiller-related optimisation initiatives to reduce unnecessary power consumption.
Optimisation of Furnace Cooling Pump Operations: Operational
improvements have been implemented in the IT furnace cooling pump in systems, resulting in
significant power consumption during cold start conditions.
Reduction in Non-Essential Lighting Consumption: Measures have been
undertaken across plant locations to minimise non-essential lighting usage during
non-operational hours.
Climate Change and Emissions Management:
GHG Emissions Accounting: Since 2021, greenhouse gas emissions
across Scope 1, Scope 2 and relevant Scope 3 categories have been estimated and monitored.
Renewable energy expansion targets have also been established to progressively reduce
emissions intensity over the years.
Oil Waste as an Alternate Fuel: Oil (oil sludge) waste generated
from operations is reprocessed and utilised as an alternate fuel source, resulting in
reduction of emissions associated with conventional disposal methods while enabling
recovery and reuse of energy generated through the process. This transition has
contributed to greenhouse gas emission reduction of
approximately 27 MT CO2e, while also supporting
resource conservation through reduced fossil fuel consumption and
avoidance of additional emissions of approximately 14 MT.
Reuse of Hot Water from Induction Furnace: As part of the circular
resource utilisation approach, hot water recovered from induction furnace operations is
further reused in the LPG vaporiser system, enabling recovery and reuse of process
efficiency and resulting heat,improvingresource in estimated greenhouse gas emission
savings
of approximately 221 MT CO2e annually.
Focus on Local Procurement: Increasing focus is being placed on
local procurement within Gujarat to reduce transportation and distribution-related
emissions associated with supply chain operations.
Other Low-carbon initiatives: As part of its broader sustainability
and ecosystem conservation efforts, the organisation continues to undertake plantation
drives and promote lower-carbon operational practices, including the use of electric
vehicles. As part of a larger programme to plant
1,00,000 trees, total 30,026 saplings are planted and are
being maintained across locations, supporting biodiversity enhancement, ecosystem
restoration, and long-term carbon sequestration.
Renewable Energy Expansion:
Since 2019, investments have been made in renewable power
generation infrastructure as part of the long-term decarbonisation strategy. Continued
focus on renewable energy capacity expansion and adoption of lower-carbon fuel
alternatives is expected to progressively increase the share of renewable electricity
consumption to approximately 50% over the next year.
Water Conservation and Management : Multiple initiatives focused
on efficient water utilisation, wastewater recovery and long-term water sustainability
have been implemented across operations.
Dry Cooling Tower Systems: Dry cooling tower systems have been
adopted in place of conventional wet cooling systems to reduce freshwater consumption.
Zero Liquid Discharge (ZLD) Operations: Facilities operate under a
100% Zero Liquid Discharge (ZLD) framework, enabling treatment, recovery, and reuse of
wastewater within operations. Investments have also been made in Sewage Treatment Plants
(STPs) and related treatment infrastructure to further improve water recycling efficiency,
with planned investments aimed at strengthening and expanding these initiatives.
GroundwaterRechargeandRainwaterHarvesting:
Multiple groundwater recharge and rainwater harvesting structures have
been established to support groundwater replenishment and maintain groundwater levels in
surrounding areas.
HEALTH & SAFETY:
A proactive and prevention-focused approach towards health and safety
continues to remain integral to operations, with consistent efforts towards building a
strongzero-harmsafetyculturebasedonresponsibility, awareness, and safe working practices.
The approach is focused on the prevention of incidents, reducing occupational risks and
protecting the physical and mental well-being of employees, contractors, and visitors
across locations.
Key health and safety initiatives include:
Safety Governance Framework: Established safety governance
mechanisms to ensure compliance with legal requirements and internal safety standards
across operations.
Training and Awareness Program: Regular safety training, awareness
sessions and behavior-based safety initiatives conducted across locations to strengthen
safety consciousness among employees.
Employee Participation in Safety: Continued focus on creating a
culture where employees actively participate in and take ownership of workplace safety
practices.
Safety Audits and Risk Assessments: Periodic safety audits, hazard
identification exercises, risk assessments, and emergency preparedness drills conducted
across facilities.
Occupational Health and Well-being: Regular health camps, medical
check-ups, and wellness initiatives, including stress management programmers, undertaken
to support employee health and well-being.
ISO 45001 Certified Operations: The Moraiya and
Kerala (Grinding Media) facilities are certified under ISO 45001,
supporting a structured approach towards occupational health and safety management across
operations.
SUSTAINABILITY & SOCIAL RESPONSIBILITY:
The Company's approach towards sustainability is holistic,
integrating environmental, economic, and social considerations into its operations for
long-term value creation. The well-being and safety of the workforce and surrounding
communities continue to remain important priorities across operations. Company believes
that collaborative engagement and shared responsibility are essential for sustainable
growth and continue to contribute towards building a knowledge-based and inclusive society
through the following initiatives:
Collaboration with universities to foster innovation and R & D
through joint projects and applied learning. Established Skill Development Centre at
GPERI, Mehsana, (Gujarat Technological University - AIA Foundry) to enhance
industry-readiness among youth.
Establishment of in-house Knowledge Center to enhance the
knowledge of workforce.
Evaluate the ESG health of the business partners:
Company evaluates the ESG performance and ethical practices of its
significant upstream vendors through structured supplier assessment mechanisms and have
also initiated ESG assessments for downstream value chain partners. These initiatives are
aimed at strengthening sustainability awareness, responsible business practices, and ESG
alignment across the broader value chain.
Strategic CSR investments are aimed at healthcare,
education, livelihood, and community infrastructure development.
Low-Carbon Product Solutions: Company supports customers in their
Net Zero transition journey through -efficiency sustainable and enhancing products.
Continuous improvements in manufacturing processes and resource contributed towards
reducing the emissions intensity associated with products over the years.
Local Procurement and Responsible Sourcing:
Continued focus on local procurement and responsible sourcing practices
to reduce supply chain-related environmental impacts and strengthen regional economic
participation.
24. FRAUDS:
During the Financial Year ended on March 31, 2026, the statutory
auditors, the cost auditors and the secretarial auditors have not reported to the Audit
Committee, under section 143(12) of the Act, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in
the Board's Report.
25. SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meetings.
26. GENERAL DISCLOSURES:
During the Financial Year ended on March 31, 2026, the Company has not-
(i) issued any shares, warrants, debentures, bonds or any other convertible or
non-convertible securities,
(ii) issued any shares with differential voting rights, (iii) issued
any sweat equity shares, and (iv) made any changes in voting rights. In terms of Section
134(3) of the Act read with Rule 8(5) of the Accounts Rules, for the Financial Year ended
on March 31, 2026: (i) there were no proceedings initiated / pending against the Company
under the Insolvency and Bankruptcy Code, 2016 which can materially impact the business of
the Company, (ii) there were no instances where the Company required the valuation for a
one-time settlement or while taking the loan from the Banks or Financial institutions, and
(iii) no significantor material orders were passed by the Regulators or
Courts or Tribunals impacting the going concern status of the Company and its operations
in the future.
The equity shares of the Company were not suspended for trading during
the Financial Year ended on March 31, 2026.
Disclosure pertaining to explanation for any deviation or variation in
connection with certain terms of public issue, right issue, preferential issue, etc. is
not applicable to the Company.
There were no revisions of the financial statements and the
Board's Report during the Financial Year ended on March 31, 2026. The Company has
complied with the applicable provisions of The Maternity Benefit Act, 1961.
In terms of Section 134(3)(l) of the Act, apart from what is mentioned
in this report, there are no material changes and commitments affecting the financial
position of the Company between the end of the financial year to which the financial
statements relate and the date of this report.
27. ACKNOWLEDGEMENT:
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Company's customers, vendors, bankers,
auditors, investors and Government bodies during the year under review. Your Directors
place on record their appreciation of the contributions made by employees at all levels.
Your Company's consistent growth was made possible by their hard work, solidarity,
cooperation and support.
|
For and on behalf of the Board, |
|
Bhadresh K. Shah |
| Place: Ahmedabad |
Chairman & Managing Director |
| Date: 26 May, 2026 |
(DIN: 00058177) |
