Aditya Ultra Steel Ltd Directors Report

To,

The Members,

Aditya Ultra Steel Limited

Rajkot

The Board of Directors (the "Board") of Aditya Ultra Steel Limited ("your Company"/ "the Company") is pleased to present the 14^th (fourteenth) Annual Report and the Audited Financial Statements of your Company for the financial year ended 31^st March, 2025 ("financial year under review").

FINANCIALS SUMMARY AND HIGHLIGHTS:

(. in Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	58,531.72	58,780.08
Other Income	43.10	79.52
Profit/loss before Depreciation, Finance Costs,	2,038.76	1,874.49
Exceptional items and Tax Expense
Less: Depreciation/ Amortisation/ Impairment	177.56	157.62
Profit /loss before Finance Costs, Exceptional items	1,861.2	1,716.86
and Tax Expense
Less: Finance Costs	752.27	643.94
Profit /loss before Exceptional items and Tax Expense	1,108.93	1,072.92
Add/(less): Exceptional items	-	-
Profit /loss before Tax Expense	1,108.93	1,072.92
Less: Tax Expense (Current & Deferred)	176.04	303.99
Profit /loss for the year (1)	932.89	768.94
Total Other Comprehensive Income/loss (2)	-	-
Total Comprehensive Income/loss (1+2)	932.89	768.94
Balance of profit /loss for earlier years	768.94	370.00
Less: Transfer to Reserves	-	-
Less: Dividend paid	-	-
Less: Dividend Distribution Tax	-	-
Balance of profit /loss for the year carried forward	932.89	768.94
Earning per equity shares (Basic & Diluted)	4.36	4.49

The demand for TMT bars is growing due to the construction industrys expansion and the need for steel in infrastructure development. Indias TMT bar market is expected to grow significantly between 2022 and 2030. In FY25, India consumed 53.3 million tonnes of TMT bars, which is up from 50.3 million tonnes in the previous fiscal year. The Company is engaged in the iron and steel industry.

THE STATE OF THE COMPANYS AFFAIRS;

The Company was incorporated on 27^th July, 2011. The Company is engaged in the business of manufacturing of rolled steel product i.e. TMT bars under the Kamdhenu brand catering mainly to the construction industry and for infrastructure development. The Company manufactures TMT bars from billets through reheating furnace and rolling mill. Your company have a history of more than 13 (Thirteen) years in manufacturing of TMT bars industry. Your company design and manufacture TMT bars and sell it on B2B Basis. The companys customer base is mainly spread across the State of Gujarat. Manufacturing plant of the company located in Survey No-48, Wankarner Boudry, Bhalgam, National Highway 8-A, Wankaner, Rajkot, Wankaner, Gujarat-363621, India which is equipped with testing laboratories, workers accommodation, canteen and well-connected transport facilities.

During the Financial year, under review, the Company has made remarkable growth as mentioned below in terms of Revenue and Profit.

i. The total revenue from operation of the Company slightly reduced by 0.42 % and stood at . 58,531.72 Lakhs in the current year as compare to previous year . 58,780.08 Lakhs.

ii. The Profit before Tax increased by 3.36% and stood at . 1,108.93 Lakhs against the previous year Profit of . 1,072.92 Lakhs.

iii. The Net Profit after Tax remarkably increased by 21.32% and stood at . 932.89 Lakhs for the year 2023-24 compare to previous year Net Profit after tax was . 768.94 Lakhs.

GRAND OPENING OF INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors and Members had, their its meeting held on May 17, 2024 and May 18, 2024 respectively, proposed and approved the Initial Public Offer not exceeding 74,00,000 Equity Shares at . 62/- per equity shares, (Issuer price per share as decided through Book Building Process in consultation with the Book Running Lead Manager) aggregating of . 4,588.00 Lakhs.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Swastika Investmart Limited as Lead Manager and Cameo Corporate Services Limited as Registrar to the Issue and Share Transfer Agent for the Initial Public Issue.

The Company applied to SME Platform of National Stock Exchange Limited ("NSE") for In-principal approval for listing its equity shares on the SME Platform of the NSE. National Stock Exchange Limited has, vide its letter dated, August 27, 2024 granted its In- Principal Approval to the Company.

The Company applied for listing of its equity shares to NSE and it has granted its approval vide its letter dated September 13, 2024. The trading of equity shares of the Company commenced w.e.f. September 16, 2024 at Emerge Platform of NSE.

The Equity Shares of the Company are listed on the Emerge Platform of NSE. The Company confirms that the annual listing fees to the stock exchange for FY 2025-26 have been paid.

Details of Utilization of Fund raised through Initial Public Offer:

(. in Lakhs)

Sr. Objective of the Issue as No. disclosed in Offer Document	Amount disclosed in the Offer Document	Actual Utilized Amount till March 31, 2025	Amount Unutilized till March 31, 2025	Remarks, If any
1. Capital Expenditure	1535.00	317.79	1,217.21	Solar Plant installation is under process.
2. Working Capital Requirements	1500.00	1500.00	0.00	No Deviation
3. General Corporate Purpose	1146.00	1146.00	0.00	No Deviation
4. Public Issue Expense	407.00	407.00	0.00	No Deviation
Total	4,588.00	3,370.79	1,217.21

There is no deviation / Variation in the utilized of money raised through public issue.

CAPITAL STRUCTURE OF THE COMPANY:

Authorized share capital of the Company of . 25,00,00,000/- (Rupees Twenty Five Crores) i.e. 2,50,00,000 (Two Fifty Lakhs Crores) shares of . 10/- (Rupees Ten) each and Paid up share capital of . 24,83,55,680/- (Rupees Twenty Four Crores Eighty Three lakhs fifty five thousand six hundred and eighty only) i.e. 2,48,35,568 (Two Forty Eight lakhs Thirty Five thousand five hundred sixty eight only) shares of . 10/- (Rupees Ten) each.

During the financial year paid up share capital increased by 76,00,000 equity shares in which 74,00,000 equity shares issued through initial public offer and 2,00,000 equity shares issued through preferential issuer.

TRANSFER TO RESERVE:

During the financial year under review no amount transferred to reserves.

DIVIDEND:

Your Directors in order to conserve the resources do not recommend any dividend for the year 2024-25 under review.

CHANGE IN NATURE OF COMPANYS BUSINESS:

During the year under review, there is no change in the nature of companys Business.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

i. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sunny Sunil Singhi (DIN: 07210706), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors recommend his reappointment.

ii. Appointment/Cessation:

• During the year under review, there was no change in the constitution of the Board of Directors of the Company.

Key Managerial Personnel:

• During the year, the following changes occurred:

Name of Key Managerial Personnel	Designation	Date of Change	Reason for Change
Mr. Maheshbhai Thakordas Gulwani	Chief Financial Officer	June 01, 2024	Resignation
Ms. Tina Mulani	Company Secretary	June 01, 2024	Resignation
Mr. Amitkumar Harsukhbhai Sarena	Chief Financial Officer	June 01, 2024	Appointment
Mr. Vikas Babusingh Panwar	Company Secretary	June 01, 2024	Appointment

DETAILS OF HOLDING / SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company doesnt have any Holding/ Subsidiary/ Joint Ventures/ Associate Companies at the start of the year, during the year or at the end of the year and hence there is no requirement of giving the statement containing the salient feature of the financial statement of the companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures.

DECLARATION BY INDEPENDENT DIRECTORS:

During the Financial year under review, Declarations were received from all the Independent Directors of the Company stating that they satisfy the "criteria of Independence" as defined under Regulation 16(b) & 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, any other applicable Schedules and Rules framed there-under.

Further in the opinion of the Board, the independent directors possess requisite expertise, experience and integrity. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency selfassessment test within the time prescribed by the IICA.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

DEPOSIT:

The Company has not invited/accepted any Deposit within the meaning of Chapter V of the Companies Act, 2013 other than exempted deposit as prescribed under the Companies Act, 2013. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or which may have impact on the Companys operation in future.

Pending material litigations against our Company:

An application bearing Company Petition No. CP/19(AHM) of 2022 has been filed under sections 73(4) and 76(2) of the Companies Act, 2013 read along with Companies (Acceptance of Deposits) Rules, 2014 ("Application") by Mr. Mujlibhai Karamshibhai Patel and Mr. Sandipkumar Karamshibhai Patel (collectively, "Applicants") against our Company before the Honble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad ("NCLT"). The matter is relating to a dispute arising out of the deposit amounts ("Deposits") that are payable to the Applicants by our Company. The Applicants in the Application have prayed for payment of Deposits made by the Applicants amounting to ^ 48.13 lakh along with interest on account of its default in repayment of amounts given as Deposits in the form of unsecured loan by the Applicants at an agreed rate of interest. Further, the Applicants alleged that since our Company had not replied to certain letters sent to it by the Applicants seeking repayment, the Applicants had filed a complaint under investor compliant form with the RoC for default in repayment of Deposits. Thereafter, the RoC had issued a notice dated July 31, 2020 ("Notice") to our Company in relation to the aforementioned complaint. The Applicants stated that since no reply was received by them from the RoC, the Applicant has filed the Application before the NCLT. However, our Company had duly sent a reply to the Notice on October 10, 2020 denying all the claims of the Applicants, including the receipt of Deposits from the Applicants, and the existence of any liability with respect to the repayment of any dues to the Applicants in view of a memorandum of understanding ("MoU") executed on May 1, 2016 by and between the promoters, shareholders, and past directors of our Company, including the Applicants on one part, and our Company, including the present shareholders and directors, on the other part. The MoU lays down certain terms and conditions pertaining to transfer of 100% shareholding of our Company from the past directors to the present directors of our Company. Through the MoU, the Applicants, being the erstwhile directors, had waived-off all past liabilities of our Company with respect to payment of dues except an amount of ^11.75 Cr not attributable to the Applicants. The MoU further lays down that the liability with respect to all dues payable before the date of execution of the MoU (inclusive) would be that of the transferors of the shareholding, i.e., the past directors, including the Applicants themselves, who had resigned from the directorship of our Company before the execution of the MoU. The matter is presently pending.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014 and section 134 of the Companies Act, 2013, the Company has effectively taken steps for conservation of resources and all effective measures have been taken to save energy.

(A) Conservation of energy-

Sr. No. Particulars	Details
1. The steps taken or impact on conservation of energy	Installation of solar power plant at Nos. 105, 106 p1, 108 & 109 Village: Kundani, Sub-Dist. Jasdan, Dist. Rajkot is under process.
2. The steps taken by the company for utilizing alternate sources of energy.	Installation of Solar Power plant.

The proposed capital investment on energy conservation equipment:

Sr. Model No	Capacity (KWP)	Installation type	Module Wp/Make	Amount (^ in Lakhs)
1. Ground Mounted	5000	Grid Connected Solar PV Plant	Mono Bi-Facial (Greater than 500 Wp)	1,530.00
2. Other Government Regulatory Charges				5.00
				1,535.00

(B) Technology absorption-

The Company has taken precautionary steps for technology absorption by implementing various measures & efforts which improve the productivity of the machineries, improve quality of a product, reduce the cost of a manufacturing and no specific investment has been made in reduction in technology absorption.

(C) Foreign exchange earnings and Outgo-

During the period under review foreign exchange earnings or out flow reported as follow: (. in Lacs)

Particulars	Amount In Foreign currency
Out Flow	NIL
Earning	NIL

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

NUMBER OF BOARD MEETINGS:

During the year, Nineteen (19) Board Meetings were on 24.04.2024, 10.05.2024, 15.05.2024, 17.05.2024, 20.05.2024, 31.05.2024,

01.06.2024, 12.06.2024, 27.07.2024, 02.09.2024, 11.09.2024, 12.09.2024, 13.09.2024, 27.09.2024, 26.10.2024, 14.11.2024,

02.01.2025, 10.01.2025 and 31.03.2025. The Company has observed the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding meeting of Board of Directors and that the time gap between two consecutive board meetings was not more than one hundred and twenty days. The necessary quorum was present in all the meetings.

AUDIT COMMITTEE

The Committee comprises of 3 Non-Executive Director and the Chairman being an Independent Director. The Composition of the Committee as on 31^st March 2025 and attendance of the members is given hereunder:

Sr. No. Name of Members	Nature of Membership	Nature of Directorship
1. Mr. Piyush Bhatt	Chairman	Independent Director
2. Mrs. Sapna Jain	Member	Independent Director
3. Mr. Varun Jain	Member	Non-executive Director

During the Financial year 2024-25, 6 meetings of the Audit Committee were held on following dates: 20.05.2024, 31.05.2024, 01.06.2024, 02.09.2024, 14.11.2024, 10.01.2025.

Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting process to ensure accurate and timely disclosures, integrity and quality of financial reporting. The Committee oversees related party transactions, the work carried out in the financial reporting process by the management, the Statutory Auditors, Internal Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Company Secretary of the Company acts as Secretary of the Committee.

NOMINATION & REMUNERATIO N COMMITTEE:

The Committee comprises of 3 Non-Executive Director and the Chairman being an Independent Director. The Composition of the Committee as on 31^st March, 2025 and attendance of the members is given hereunder:

Sr. No Name of Members	Nature of Membership	Nature of Directorship
1. Mr. Piyush Bhatt	Chairman	Independent Director
2. Mrs. Sapna Jain	Member	Independent Director
3. Mr. Varun Jain	Member	Non-executive Director

During the Financial year 2024-25, 1 meeting dated 01.06.2024 of the Nomination and Remuneration Committee were held.

Requisite quorum was present during all the meetings.

The primary objective of the Nomination and Remuneration Committee ("NRC") is to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down including remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of every directors performance.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Committee comprises of 2 Non-Executive Director and 1 Executive Director, the Chairman being An Independent Director. The Composition of the Committee and attendance of the members is given hereunder:

Sr. No. Name of Members	Nature of Membership	Nature of Directorship
1. Mr. Piyush Bhatt	Chairman	Independent Director
2. Mrs. Sapna Jain	Member	Independent Director
3. Mr. Sunny Singh	Member	Managing Director

During the Financial year 2024-25, 1 meeting dated 01.06.2024 of the Stakeholder Relationship Committee was held. Requisite quorum was present during the meetings.

The Committee looks into the grievances of the Shareholders related to transfer of shares, and non-receipt of annual report and recommends measure for expeditious and effective investor service. However, there were no Complaints received to the Company during the financial year 2024-25.

The Company Secretary of the Company acts as Secretary of the Committee.

The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) for servicing the shareholders holding shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received during the year ended 31^st March 2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The CSR Committee comprises of 2 Executive Director and 1 Executive Director, the Chairman being an Independent Director. The Composition of the Committee and attendance of the members is given hereunder:

CSR Committee:

Sr. Name of Members No.	Nature of Membership	Nature of Directorship
1. Mr. Varun Jain	Chairman	Non-executive Director
2. Mr. Sunny Singhi	Member	Managing Director
3. Ms. Sapna Jain	Member	Independent Director

During the Financial year 2024-25, 2 (Two) meeting of the CSR Committee was held on 01.06.2024 and 10.01.2025. Requisite quorum was present during the meetings.

The primary objective of the committee is to develop and implement the companys CSR strategy, ensuring that it aligns with the companys values, goals, and business objectives. The committee sets priorities for CSR initiatives and decide on the areas of focus, such as environmental sustainability, social equity, or community development. It is also responsible for creating and updating CSR policies and guidelines. This includes defining the principles and standards the company will follow to ensure ethical behavior and positive social impact.

Further, the committee monitors the execution of CSR programs and projects to ensure they meet the defined objectives. They assess the effectiveness of these initiatives and provide recommendations for improvement.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

A report on Management Discussion and Analysis Report (MDAR) is annexed to this report as Annexure A, inter-alia deals adequately with the operations and also current and future outlook of the Company.

RELATED PARTY TRANSACTIONS:

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (ies) are in ordinary course of business and on arms length. AOC-2 is forming part of this report as Annexure B.

The Details of the Transactions with related parties as per accounting standards are given in the Financial Statement to the note forming part of the accounts.

CORPORATE SOCIAL RESPONSIBILITY:

The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013, and rules made thereunder has constituted CSR Committee consisting of Mr. Varun Jain, Mr. Sunil Singhi and Ms. Sapna Jain. A brief outline of the CSR Policy and the CSR initiatives undertaken by the Company during the year is given in Annual Report on Corporate Social Responsibility (CSR) activities in the Annexure C, which forms part of this report.

POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Policy on materiality of dealing with Related Party Transactions.

2. Policy for Preservation of Documents

3. Whistle Blower Policy

4. Policy for procedure of inquiry in case of leak of Unpublished Price Sensitive Information (UPSI)

5. Content Archiving Policy

6. Criteria for making payments to Non- Executive Directors

7. Dividend Distribution Policy

8. Familiarization Programme for independent directors.

9. Code of conduct to regulate, monitor and report trading by insiders.

10. Policy for determining Material Subsidiary

11. Policy on disclosure of material events or information

12. Board Diversity Policy

13. Policy on identification of Group Companies, Material Creditors and Material Litigations.

14. Policy on prevention of sexual harassment

15. Terms and conditions for appointment of Independent Directors.

16. Nomination & Remuneration Policy (NR Policy)

17. Code of Conduct for board members and senior management.

18. Corporate Social Responsibility Policy (CSR Policy)

19. Code of Practices and Procedures for fair disclosure of upsi

All the above policies have been displayed on the website of the Company viz. https://www.adityaultrasteel.com/.

SALIENT FEATURES OF THE NOMINATION & REMUNERATION POLICY:

Nomination & Remuneration Policy contain following Salient Features:

1. Scope of the policy - Policy applicable to Directors, KMPs and other employees

2. Criteria for determining qualifications, positive attributes, independence of a director

3. Composition of Nomination and Remuneration Committee

4. Power and functions of Nomination and Remuneration Committee

5. Senior Management, Succession plans, Evaluation of performance, Board Diversity

6. Remuneration, retirement, Sitting Fees, Tenure, Removal etc.

There is no changes in the Nomination and Remuneration policy during the financial year under review.

SALIENT FEATURES OF CSR POLICY:

CSR Policy contain following Salient Features:

1. Objective of the CSR Policy

2. Composition of CSR Committee

3. Power and Functions of CSR Committee

4. CSR Programmes

5. Monitoring and Evaluation Mechanisms

6. CSR Annual Action Plan (CAAP) Preparation, Approval and implementation There is no changes in the CSR policy during the financial year under review.

AUDITORS:

i. Statutory Auditor and their Report

M/s. S N Shah & Associates, Chartered Accountants, (Firm Registration No. 0109782W) were re-appointed as statutory auditor of the Company at the Extra- Ordinary General Meeting held on 31^st May, 2023, to hold the office till the conclusion of Annual General Meeting to be held in the year 2025. The term of appointment of M/s. S N Shah & Associates, Chartered Accountants to be valid till the ensuing Annual General Meeting pursuant to Section 139(2) of the Companies Act, 2013 read with rules made thereunder hence they are not eligible for reappointment for ensuing five consecutive financial years.

Further Board has recommended the appointment of M/s. S N D K & Associates LLP, Chartered Accountants (Firm Reg. No. W100060) as the Statutory Auditors of the Company in place of M/s. S N Shah & Associates, Chartered Accountants, (Firm Registration No. 0109782W), for a term of five consecutive years to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the AGM to be held for the financial year ending on March 31, 2030, on the remuneration as may be decided by Board in consultation with the Statutory Auditors. Written consent cum certificate of the proposed auditors containing that the appointment, if made, shall be in accordance with the conditions specified in Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received.

Auditors Report:

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The report does not contain any qualification, reservation or adverse remark.

ii. INTERNAL AUDITOR

The Board of Directors had appointed M/s. N R Kalal & Associates, Chartered Accountants (FRN: 149215W), as Internal Auditors of the Company for the Financial Year 2024-25.

iii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has in compliance with the provisions of Section 204(1) of the Companies Act, 2013 and rules made therein appointed M/s. Umesh Ved & Associates, Company Secretaries as Secretarial Auditor, to carry out Secretarial Audit of the Company for the financial year 2024-25.

The Report of the Secretarial Auditor is annexed to this Report as "Annexure D" which is self-explanatory and gives complete information. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

iv. COST RECORDS AND COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, maintenance of cost records is required and accordingly such accounts and records are made and maintained by the Company.

Further, in accordance with the said applicable provisions, M/s. Anuj Aggarwal & Co., Cost Accountants, (FRN: 102409) appointed as cost auditor to audit the cost records of the Company for the financial year 2024-25.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Act, to the best of their knowledge and belief the Board of Directors report that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. 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 profits of the Company for that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down Internal Financial Controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

Details pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure E of this report.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company up to the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard at cs@aditya-ultra-steel.com.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

ENVIRONMENT AND SAFETY:

The company understands the value of operating in an ecologically friendly and safe manner. The Companys philosophy mandates that activities be carried out in such a way that all parties involved are safe, environmental standards are followed, and natural resources are preserved.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are forming part to the Financial Statements for the year ended 31^st March 2025.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is placed on the website of the company www.aditya-ultra-steel.com.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. In the opinion of the Board there has been no identification of element of risk that may threaten the existence of the Company.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors on a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/ her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company. Performance of the Independent Directors was satisfactory.

(b) Non-Independent Directors: The performance of each of the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership. Performance of the Non-independent Directors was satisfactory.

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;

There are no material changes and commitments, which may have affect the financial position of the Company between the end of the financial year of the company to which the financial statements relate and the date of the report.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the Rules made thereunder. During the year under review, no complaints were reported.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last seven years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amounts unclaimed for a period of 7 years from the date it became due for repayment.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Board.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

Provisions relating to the Maternity Benefit Act, 1961 not applicable to the company during the financial year under review. APPRECIATION:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the employees, Banks, Financial Institutions, Customers, Business Associates, Government Departments, suppliers, and other stakeholders who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executive officers and staff at all levels of the company. We look forward for the continued support of all stakeholders in the future and we are very thankful for the confidence shown in the Company.

Regd Office:	By order of Board of Directors of
Survey No-48, Wankarner Boudry,	ADITYA ULTRA STEEL LIMITED
Bhalgam, National Highway 8-A,
Wankaner, Rajkot- 363621

 

Date: 04/08/2025	Sunny Sunil Singhi Chairman & Managing Director
Place: Rajkot	DIN: 07210706