To
The Members of Aditya Ispat Limited, Hyderabad
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
the Audited Financial Statements and Report of the Auditors 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 or Associate 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 and Analysis 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. Internal Audit is conducted throughout the organization by
qualified outside Internal Auditors. Findings of the Internal Audit report are reviewed by
the top management and by the Audit Committee of the Board and proper follow up action are
ensured wherever required. The Statutory Auditors 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 31st AGM 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 Statutory Auditor 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 the Auditors' 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 Companies Act, 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. SECRETARIAL AUDIT:
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, CS A J Sharma, Proprietor of A J 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 Companies Act, 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 Companies Act, 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 Companies Act, 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, 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:
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 |
1
Ceased to director due to completion of tenure on 30
th September 2024
2Appointed on 14th August, 2024
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 |
1
Ceased to director due to completion of tenure on 30
th 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 Companies Act, 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.adityaispat.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 the AGM 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,
14th August, 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 |
1
Ceased to director due to completion of tenure on 30
th September 2024
2
Appointed on 14
th 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.adityaispat.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 the Annual 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
Companies Act, 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.adityaispat.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 Companies Act, 2013.
a) Mr Aditya 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.adityaispat.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 Companies Act, 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 and Administration) Rules, 2014,
the Annual 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 Companies Act, 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 the Annual 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 Schedule A of 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.adityaispat.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 the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit 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)
