Ashiana Ispat Ltd Directors Report

To

The Members

Ashiana Ispat Limited

Your Directors have pleasure in presenting their 33 rd Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31 st March, 2025.

1. FINANCIAL RESULTS

The standalone financial performance of the company for the financial year ended March 31, 2025 in summarized below.

Particulars	Rs. in lakhs	Rs. in lakhs
	2023-24	2024-25
Revenue from operations	32,183.60	14,153.53
Other Income	263.27	444.33
Total Revenue	32,446.87	14,597.86
Profit/(loss) before taxes	200.11	(5,114.08)
Total Revenue Expenditure	32,246.76	16,223.06
Profit/(Loss) before exceptional items	200.10	(1,625.20)
Exceptional items	NIL	3,488.88
Profit/(Loss) before Tax	200.10	(5,114.08)
Profit/(Loss) after Tax	147.18	(4,669.38)
Other comprehensive income	8.14	4.86
Earning per equity shares in	1.85	(58.57)

1. STATE OF COMPANYS AFFAIRS

During the financial year under review, the Company experienced unprecedented operational and financial stress due to adverse market conditions, liquidity constraints and interruption of business activities. The companys standalone financial performance for the year ended March 31, 2025 is summarized as follows:

The Revenue from Operations declined sharply to 14,153.53 lakhs , as compared to 32,183.60 lakhs in the previous year, primarily due to the suspension of production and slowdown in sales. Other Income increased to 444.33 lakhs as compared to 263.27 lakhs during FY 2023 24. Consequently, the Total Revenue for the year stood at 14,597.86 lakhs as compared to 32,446.87 lakhs in the preceding year.

The Total Revenue Expenditure during the FY 2024-25 stood at 16,223.06 lakhs as compared to 32,246.76 lakhs in FY 2023 24. During the year there are few transactions related to exceptional items are observed, amounting to 3,488.88 lakhs as against NIL in FY 2023-24.

After considering the overall expenditure in F.Y 2024-25 total profit/ (loss) before tax for the year ending on 31 st March 2025 is (5,114.08) lakhs, as compared to 200.10 Lakhs in previous FY 2023-24. The Other Comprehensive Income for the year stood at 4.86 lakhs , as compared to 8.14 Lakhs in previous FY 2023-24. The Earnings Per Share (EPS) for the F.Y 2024-25 stood at (58.57) as compared to 1.85 in the previous F.Y 2023-24.

During the second quarter of FY 2024 25, the Company faced severe cash flow constraints which resulted in delays in servicing bank debt. Consequently, State Bank of India (SBI) classified the companys loan accounts as Non-Performing Asset (NPA) . Following such classification, the lending bank exercised control over the companys cash flows, and bank accounts were seized, severely impacting the working capital cycle and day-to-day business operations.

In addition, the plant operations were intermittently shut down owing to the shifting of plant and machinery from adjacent rented land to the companys owned land premises. This relocation process, coupled with the financial restrictions imposed by the lender, led to a complete suspension of manufacturing and operational activities from the end of second quarter of the financial year .

The Board and management have been continuously engaging with the lending bank and exploring restructuring options for revival of operations. Efforts are also being made to resolve the financial stress, streamline logistical constraints, and secure adequate working capital support to recommence plant operations. The Company is also evaluating strategic, cost-optimization and business consolidation initiatives to realign operational capacity in response to current market realities.

While the financial results of the year have been significantly impacted by the above developments, the Board remains committed to restoring operational stability and improving the financial position of the Company. The management believes that with appropriate restructuring, recommencement of operations and effective resource planning, the Company will be able to improve its performance in the coming periods.

Change in the nature of business, if any

There is no change in the nature of the business of the Company during the year.

CORPORATE GOVERNANCE:

The Company believes that good corporate governance is one of the vital tools, in directing and controlling the affairs of the Company in an efficient manner and helps in achieving the goal of maximizing value of companys stakeholders in a sustained manner. It recognizes Transparency, Integrity, Honesty and Accountability as core values, and the management believes that practice of each of these creates the right corporate culture fulfilling the purpose of Corporate Governance. However, it is to be recognized that Corporate Governance is not just a destination but a consistent journey to consolidate and enhance sustainable value creation to the company, by adhering to the core values. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report as Annexure-gDh.

DIVIDEND:

The directors have not recommended any dividend for the financial year 2024-25.

SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION, SWEAT EUITYSHARES:

During the year, the company has not issued any Equity Shares with Differential Rights, Employee Stock Options and/or Sweat Equity Shares.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual return in Form MGT -7 as on

March 31, 2024 is available on the companys website.

SECRETARIAL STANDARDS:

The Company has complied with applicable secretarial Standards.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2024-25 following changes in directorship/KMP were made :

a. During the year, Mr. Manoj Kumar (DIN: 00906104) resigned from the office of Director with effect from 3 rd December 2024, for pursuing external opportunities. The Board places on record its deep appreciation for the outstanding contribution made by Mr. Manoj Kumar and also filed with BSE on 4 th March, 2025.

b. During the year, Mrs. Ashita Jain (DIN: 09802051) resigned from the office of Director with effect from 9 th December 2024, for pursuing external opportunities. The Board places on record its deep appreciation for the outstanding contribution made by Mrs. Ashita Jain and also filed with BSE on 4 th March, 2025.

c. During the year, Mr. Deepak Kumar (DIN: 10158385) resigned from the office of Director with effect from 8 th January 2025, for pursuing external opportunities. The Board places on record its deep appreciation for the outstanding contribution made by Mr. Deepak Kumar and also filed with BSE on 4 th March, 2025.

d. During the year, Mrs. Anu Bansal (DIN: 09205586) resigned from the office of Director with effect from 31 st August 2024, for pursuing external opportunities. The Board places on record its deep appreciation for the outstanding contribution made by Mrs. Anu Bansal and also filed with BSE on 31 st August, 2024.

e. During the year, Mr. Shyam Sunder (DIN: 10759162) resigned from the office of Director with effect from 4 th March 2025, for pursuing external opportunities. The Board places on record its deep appreciation for the outstanding contribution made by Mr. Shyam Sunder.

f. During the year, Mr. Harun Rashid Ansari (Membership: A11147) resigned from the office of Company Secretary & Compliance Officer with effect from 17 th December 2024, for pursuing external opportunities. The Board places on record its deep appreciation for the outstanding contribution made by Mr.Harun Rashid Ansari and also filed with BSE on 4 th March 2025.

g. Directors retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association, Mr. Naresh Chand (DIN:00004500), Director of the Company retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

The following appointments to the Board are proposed:

a. Ms. Darshan (DIN: 10968289): The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, appointed Ms. Darshan as an Additional Director in the category of professional, board recommended to appoint Ms. Darshan under Section 152 of the Companies Act 2013 in the Board meeting held on 04 th March, 2025 subject to approval of Shareholders of the Company in the ensuing General Meeting.

b. Mr. Kamal Wadhwani (DIN: 10076368),: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Mr. Kamal Wadhwani as Independent Director, board recommended to appoint Mr. Deepak Sharma in the Board meeting held on 17 th June, 2025 subject to approval of Shareholders of the Company in the ensuing General Meeting. And the same intimated to BSE on 17 th June, 2025.

c. Ms. Pooja Dhiman (DIN: 11121608): The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Ms. Pooja Dhiman as Independent Director, board recommended to appoint Ms. Pooja Dhiman in the Board meeting held on 17 th June, 2025 subject to approval of Shareholders of the Company in the ensuing General Meeting. And the same intimated to BSE on 17 th June, 2025.

Pursuant to the provisions of section 203 of the Companies Act 2013 the KMPs of the Company as on 31.03.2025 are:

1. Mr. Naresh Chand: Whole-time Director

2. Mr. Puneet Jain: Managing Director

3. Ms. Darshan: Additional Director (Professional)

4. Mr. Ravindra Kumar Jain: Chief Financial Officer

5. Mr. Kapil Aggarwal: Director (Independent Non-Executive)

6. Mr. Mritunjay Kumar: Director (Independent Non-Executive)

LISTING WITH EXCHANGE AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE). Further the Company has paid listing fees to the exchange (i.e. BSE) up to financial year 2025-26.

AUDIT REORT & AUDITORS:

Audit Report

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does contain some qualification, reservation, remark or disclaimer for which reply has been given in the Directors Report.

As per the provisions of Listing Regulations Auditors certificate on Corporate Governance forms part of this report and dont contain any qualifications or adverse remarks. The CG Report itself explained to reconstitute of Board of Directors as per provision of Section 149 of Companies Act, 2013 and the Regulation 17 of LODR.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDIT & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Bir Shankar & Co, Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed to this report as Annexure E. Secretarial Auditors report does contain some qualification, reservation, remark or disclaimer for which reply has been given in the Directors Report.

1. The Secretarial Audit Report for the year 2024-25 is provided in ANNEXURE-E

The qualifications made by the Secretarial Auditor and the explanation to the observations are as follows:

Managementfs Note: The deviations reported by the Secretarial Auditor occurred under exceptional financial and operational distress. There was no mala-fide intent, concealment of information, or misrepresentation at any time. With gradual revival of operations and improvement of the financial position after OTS, the company is confident of achieving full compliance in the upcoming financial year.

A. STATUTORY AUDITORS

As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from M/s. Khiwani Sood & Associates. (Firm Registration No.: 040433N)

Further M/s Khiwani Sood & Associates. Chartered Accountants (Firm Registration No. 040433N) had been appointed as the Statutory Auditors of the Company, from the conclusion of 32 nd Annual General Meeting till the conclusion of 37th Annual Meeting at such remuneration as may be decided mutually by the Auditors and the Board of directors. The Audit Report given by M/s Khiwani Sood & Associates., Chartered Accountants hereunder is forming part of the Annual Report.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does contain some qualification, reservation, remark or disclaimer for which reply has been given in the Directors Report.

Auditors Report:

The Report of Auditors and Notes forming part of the Accounts are attached along with the Annual Report. Comments on Statutory Auditors Report: Reply to the qualifications made in Auditors report

Sr. Observation of Statutory Auditor	Management Response
liability with SBI entered into an agreement to sell the entire Plant & Machinery at Rs. 710.00 lakhs accordingly an impairment loss of Rs.1,967.06 lakhs was recognised during the F. Y 2024-25
4 The companys production came to a standstill at the end of the second quarter of the financial year 2024 25 due to the relocation of certain sections of the plant to its own land.	This is only a reporting by the Statutory Auditors. And the same has already been reported in the quarterly financials for Dec 24 and Mar 25.
This relocation required significant modifications, which disrupted the production of iron bars.
The ongoing modifications have resulted in a closure of operations, leading to financial losses during the year.
Our Opinion is not Modified in the said matter
5 The total outstanding borrowings from banks and financial institutions as of March 31, 2025, amounted to Rs, 6,954.02lakhs, including Rs. 4,749.47 lakhs due to the State Bank of India (SBI).	The Company successfully settled outstanding loans of SBI under OTS at a substantial reduction of liability by 439.47 lakhs, which has been recognized as Other Income.
The Company has defaulted on repayment obligations, resulting in the classification of these borrowings as Non-Performing Assets (NPA) by the respective lenders. The management is actively engaged in discussions with the lenders for restructuring the loan facilities and taking necessary steps to regularize the accounts.	Discussions with other lenders are underway for restructuring of loans.
Further, the Company has settled the loan of SBI under a One-Time Settlement (OTS) scheme and repaid the amount in accordance with the agreed terms.	The Company is confident of regularizing all loan accounts and improving working capital availability.
Consequently, no provision has been made for interest accrued on loans other than SBI, if any, up to March 31, 2025. Our Opinion is not Modified in the said matter.	There is no additional provision required as at year-end.
The Company approached SBI under the One-Time Settlement (OTS) scheme. Following negotiations, SBI agreed to settle the outstanding loan of Rs. 4,749.47 lakhs at Rs. 4,310.00lakhs.
The Company has repaid this amount in the financial year 2025-26 from advances received against the sale of company assets.
This event has been recognized as a subsequent adjusting event in the financial statements for the year ended March 31, 2025, and an amount of Rs. 439.47 lakhs has been recognized as Other Income in the Statement of Profit and Loss for the same period. Our Opinion is not Modified in the said matter
6 The Company was unable to meet its financial obligations towards banks and financial institutions and was classified as a Non-Performing Asset (NPA) during the period.	Management has initiated liquidity enhancement measures including:
These events and conditions indicate the existence of material uncertainty regarding the companys ability to continue as a going concern. However, the management is actively addressing these concerns and is confident of arranging sufficient liquidity through restructuring of existing loan terms, monetization of non-core assets, collections from	Monetization of non-core assets Inventory liquidation Cost optimization and operational restructuring
sale of inventory, mobilization of additional funds, and other strategic initiatives. Based on the current financial position,	Recovery of receivables
future business plans, available financial resources, and other relevant factors, management has assessed that the	On this basis, management strongly believes that the Company shall continue as a going concern , and the financial
Company will be able to continue as a going concern.
Accordingly, these financial statements have been prepared on a going concern basis. As stated in Material Uncertainty Relating to Going Concern Section of the

Report, since substantial assets including Factory land & Building, Plant & Machinery and other assets have been sold, a material uncertainty exists that may raise significant doubt about the companys ability to continue as a going concern	statements have been rightly prepared on that basis.
7 The Company entered into an agreement with M/s Kamdhenu Limited on December 26, 2002, whereby the
Company became the prior user, adopter and proprietor of the mark AL KAMDHENU GOLD, the company was also granted the rights to use the trademark KAMDHENU for a period of 99 years. Subsequently, in January 2021, a fresh license agreement was executed, allowing the Company to use the trademarks KAMDHENU/ KAMDHENU NXT for a period of 80 years.	Management strongly believes that unilateral and illegal termination of the companys rights by Kamdhenu Limited to use the trademarks KAMDHENU/ KAMDHENU NXT
During the year, Kamdhenu Limited attempted to wrongfully terminate the companys rights to use the trademarks KAMDHENU/ KAMDHENU NXT via a letter dated September 19, 2024. In response to this, the	will not impact on the financial performance of the company as the company holds valid, enforceable legal rights over AL KAMDHENU
Company is pursuing appropriate legal remedies against Kamdhenu Limited and extensively pursuing its mark AL KAMDHENU GOLD.	GOLD . Legal remedies have been initiated to safeguard brand identity.
The Company believes that there shall be no impact on the operations of the company due to the wrongful acts of Kamdhenu Limited. Our Opinion is not Modified in the said matter.	Management confirms that the dispute will not affect production, distribution or revenue generation .
8 The Company is involved in ongoing litigation with Kamdhenu Limited regarding the protection of the companys rights over its trademark AL KAMDHENU GOLD. The Company has filed a suit bearing no. CS(COMM) 130/2025 before the Delhi High Court. The Company is actively pursuing its rights and will update stakeholders as and when necessary. Our Opinion is not Modified in the said matter
9 During the year, Kotak Mahindra Bank filed a case against the Company alleging involvement in fraudulent activities. The Company firmly denies these allegations and is actively pursuing the matter. Management is confident that the proceedings lack merit and anticipates that the case will be dismissed. Our Opinion is not Modified in the said matter	The allegations are baseless and without merit . The Company firmly denies these allegations and is actively pursuing the matter. The Company expects a favourable outcome and no financial liability is anticipated. Adequate disclosures have been made.
10 During the year, complaints were filed with the Securities and Exchange Board of India (SEBI) regarding the companys preferential allotment of equity shares amounting to Rs. 211.75lakhs. The complainants have alleged fraudulent activities and non-payment of refunds related to the said allotment. The Company has submitted detailed responses to SEBI, denying the allegations and providing the necessary clarifications. The Company affirms that no amount was received towards the preferential allotment and, on the contrary, the amount received was in the nature of a short-term loan. As at the date of these financial statements, the matter remains under regulatory review, and the management is of the view that it will be resolved in favour of the Company. The	The Auditors have observed that advances amounting to 211.75 lakhs pertains to a preferential allotment of equity shares, which is under SEBI investigation based on a complaint received alleging fraudulent activity. The Board wishes to state that the Company has submitted a detailed response and supporting evidence to SEBI and has categorically denied all allegations . The Company is fully cooperating with the regulatory authority and will take appropriate

Company has appropriately disclosed this amount under Short-Term Borrowings in the Balance Sheet. Our Opinion is not Modified in the said matter	legal steps based on the outcome of the inquiry.
11 During the year, the Company accepted Short-term loans amounting to Rs. 211.75 lakhs from various parties, which was in contravention of the provisions of Sections 73 to 76 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.	The amount of 211.75 lakhs was a short-term loan and not consideration for issuance of securities. The Company is taking corrective action including:
Further, certain advances from customers amounting to Rs. 12.26lakhs have remained outstanding for more than 365 days and, in accordance with Rule 2(1)(c)(xii)(a) of the Companies (Acceptance of Deposits) Rules, 2014, such amounts fall within the definition of deemed deposits.	Legal clarification Regularization of deemed deposits
Accordingly, these also constitute non-compliance with the aforesaid provisions of sections 73 to 76 of the companies Act, 2013.	Strengthening compliance framework
The Company is in the process of obtaining necessary legal and regulatory clarifications and is taking appropriate steps to regularize the said non-compliances.	No material adjustment is required in the financial statements.
These amounts have been disclosed under Short-Term Borrowings and Current Liabilities in the financial statements as applicable. Our Opinion is not Modified in the said matter
12 During the year, due to financial constraints, the company has not deposited statutory dues, including Employee Provident Fund (EPF) amounting to Rs. 6.76 lakhs, Employee State Insurance (ESI) amounting to Rs. 1.62 lakhs, and Tax Deducted at Source (TDS) and Tax Collected at Source (TCS) amounting to Rs. 11.76 lakhs Our Opinion is not Modified in the said matter.	Temporary delays were solely due to severe liquidity constraints during NPA status. The Company has commenced systematic clearance of pending dues post OTS settlement and expects to be fully compliant shortly. The amount involved is not material in relation to total expenses.
13 During the year, as the banks classified the companys loan accounts as Non-Performing Assets (NPA), the Company had no access to its banking facilities.	Payments were routed through related entities only due to lack of access to bank accounts during
Consequently, to meet its day-to-day operational requirements and expenses during the period when the bank accounts remained inoperative, payments were made through the group companies of the Company.	NPA classification. Complete details are appropriately recorded ensuring transparency.
Our Opinion is not Modified in the said matter.	No misstatement or financial prejudice has occurred
14 In accordance with applicable IND AS-2 the valuation of inventories of Raw material and consumables is made at the lower of cost or net realizable value (NRV), as against the earlier policy of valuation at cost.	The switch from Cost to Lower of Cost and NRV aligns with Ind AS-2 requirements. The impact is non- cash in nature , enhances conservatism in financial reporting, and no further effect is expected in future periods.
As a result, thereof the value of inventories was reduced by Rs. 417.17 lakhs.
Our Opinion is not Modified in the said matter
15 During the year, due to financial constraints, the Company was unable to fully comply with the provisions of the Companies Act, 2013 including Section 177 relating to appointment of Audit Committee, Nomination and remuneration committee and Stakeholders committee and appointment of Women Director and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	Temporary non-compliances were driven by severe financial stress and attrition of Board members. The Company has initiated steps for reconstitution of mandatory committees , appointment of a Woman Director and restoration of compliance with the Companies Act and LODR Regulations at the earliest.
The Company is taking necessary steps to regularize the shortcomings and ensure compliance with the applicable provisions of the Companies Act,2013 and SEBI regulations.
Our Opinion is not Modified in the said matter.

B. COST AUDITORS:

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year and accordingly such accounts and records are made and maintained. The Board appointed M/s. Mithlesh Gupta & Co., Cost Accountants, as cost auditors of the Company for the financial year 2024-25 at a fee of INR 30,000 plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing annual general meeting. The cost audit report for the financial year ended March 31, 2025 would be filed with the Central Government.

C. SECRETARIAL AUDITOR

As per the provisions of Section 204 of the Companies Act, 2013 and Rules there under, M/s Bir Shankar & Co., Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the year 2024-25.

D. INTERNAL AUDITOR

As per the provisions of Section 148 of the Companies Act, 2013 and Rules thereunder, Mr. Sachita Nand Gupta, was appointed as the Internal Auditor of the Company for the year 2024-25.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

The Board met 11 times during the financial year 2024-25, the details of which are given in corporate Governance section.

AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has did not have a duly constituted Audit Committee and Nomination and Remuneration Committee but had a duly constituted Stakeholders Relationship Committee. During the year 7 (Seven) Audit Committee meetings, 7 (Seven) Nomination & Remuneration Committee Meetings and 6 (Six) Stakeholder & Relationship Committee Meetings were convened and held, the details where of are given in the Corporate Governance Report which forms part of this Annual Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Board of Directors has evaluated the performance of the Board, its Committees and the individual directors as per the Nomination and Remuneration Policy. The Independent Directors of the Company also review the performance of Non-Independent Directors of the Board.

DECLARATION BY INDEPENDENT DIRECTORS AS REQUIRED UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013

All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 (the Act) that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

POLICY ON DIRECTORS APPOINTMENT REMUNERATION

The Company strives to maintain an appropriate combination of executive, non-executive and independent Directors including at least one woman Director. The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, listing agreement/regulations and other applicable regulations or guidelines. All the Board appointments are based on meritocracy. The potential candidates for appointment to the Board are inter alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the companys vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013, listing agreement/regulations and other applicable regulations or guidelines. In case of re-appointment of Independent Directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level.

The Board of Directors of the Company has adopted a Remuneration Policy for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees.

LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments by the Company to other body corporates or persons are given in Financial Statements/Notes to the financial statements.

MATERIAL CHANGES & COMMITMENTS:

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board of Directors wishes to inform the Members that during the Financial Year, certain material changes and commitments occurred which have significantly impacted the financial and operational position of the Company.

During the year under review, the Company faced multiple operational challenges. The manufacturing plant remained non-operational for a considerable period on account of the shifting of plant and machinery from the rented premises to the adjacent owned premises. The shut-down of operations in the course of relocation adversely affected the production schedule and overall business continuity.

Further, the Company underwent financial distress arising from prolonged working capital constraints and disruption of business activities. Consequent to the stressed financial position, the companys banking facilities were classified as Non-Performing Assets (NPA) by the lending bank. The Company has been in continuous discussion with the bankers and after evaluating settlement options to company opted OTS.

During the year, certain senior personnel tendered their resignation and ceased to be associated with the Company. The Independent Directors and Key Managerial Personnel (KMP) resigned due to personal and professional reasons. The Board has initiated the process of strengthening the companys management structure and identifying suitable candidates for appointment to ensure compliance and seamless governance.

The above events have collectively impacted the overall operational and financial performance of the Company. The Board is taking necessary corrective and strategic measures to revive operations, restore financial stability, and improve corporate governance practices.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULAOTRS, COURTS AND TRIBUNALS

During the year under review, there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

SHARE CAPITAL:

As per master data available on MCA website, the Authorized Share Capital of the Company is Rs. 18,00,00,000/- (Rupees Eighteen crore) divided into 1,80,00,000 (One Crore and eighty lakhs) equity shares of Rs. 10/- (Rupees One) each. The Paid-up Share Capital of the Company is Rs. 7,96,48,000/- (Rupees Seven crore ninety six lakhs and forty eight thousand) divided into 79,64,800 (Seventy nine lakh sixty four thousand and eight hundred) equity shares of Rs. 10/- (Rupees One) each. Further, there is no change in Authorized Share Capital and Paid-up Share Capital of the Company during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in AIL through various interventions and practices. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company believes in prevention of harassment of employees as well as contractors. During the year ended 31 March, 2025, no complaints pertaining to sexual harassment were received.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As per the provisions of Listing Regulations Auditors certificate on Corporate Governance forms part of this report and contain qualifications/adverse remarks related to compliance with the conditions/provisions of corporate governance.

RELATED PARTY TRANSACTIONS:

The Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require approval as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations. The said policy is available on the companys website viz. www.ashianaispat.in.

VIGIL MECHANISM:

The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policy documents the companys commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of companys Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.

Individuals can also raise their concerns directly to the chairman of the Audit Committee of the Company. Any allegations that fall within the scope of the concerns identified are investigated and dealt with appropriately. Further, during the year, no individual was denied access to the Audit Committee for reporting concerns, if any. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.ashianaispat.in.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

AIL continuously invests in strengthening its internal control processes. The Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

FAMILIARISATION PROGRAM FOR DIRECTORS:

The Company provides an orientation and business overview to all its new Directors and Independent Directors and provides materials and briefing sessions periodically which assists them in discharging their duties and responsibilities. The Directors of the Company are also informed of the important developments in the Company and Industry. Directors are fully briefed on all business related matters, and new initiatives proposed by the Company and updated on changes and developments in the domestic & global corporate and industry scenario. The detail of the familiarization program for Directors is available on the website of the Company viz. www.ashianaispat.in.

CHANGES IN CAPITAL STRUCTURE:

During the year, there was no change in the Capital Structure of the Company.

COMMITTEES:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/ reconstituted amongst members of the Board. The composition of the various committees as on 31.03.2025 is as under:

Sr. No. Name of Committee	Chairperson and Members
1. Audit Committee	1. Mr. Mrityunjay Kumar (Chairperson & Member
	2. Mr. Naresh Chand (Member)
	3. Mr. Puneet Jain (Member)
2. Nomination and Remuneration Committee	1. Mr. Mrityunjay Kumar (Chairperson & Member
	2. Mr. Naresh Chand (Member)
	3. Ms. Darshan (Member)
3. Stakeholders Relationship Committee	1. Mr. Mrityunjay Kumar
	(Chairperson & Member
	2. Mr. Naresh Chand (Member)
	3. Ms. Darshan (Member)

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-A to this report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-C to this report and forms part of this report.

DIRECTORS RESPONSIBILITYSTATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013.

The Directors confirm that:

In the preparation of the annual accounts/financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

Appropriate accounting policies have been selected and applied consistently and have 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 31 st March, 2025 and of the profit/loss of the Company for the year ended on 31 st March, 2025;

Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The annual accounts/financial statements have been prepared on a going concern basis.

That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the companys vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

For and on behalf of Board of Directors of

ASHIANA ISPAT LIMITED

Puneet Jain	Naresh Chand
Managing Director	Whole-Time Director
DIN: 00814312	DIN: 00004500
Date: 4 th December 2025
Place: New Delhi