iifl-logo

Facor Alloys Ltd Directors Report

3.21
(0.31%)
Oct 17, 2025|12:00:00 AM

Facor Alloys Ltd Share Price directors Report

The Directors submit the 22nd ANNUAL REPORT on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the year ended 31st March, 2025.

FINANCIAL RESULTS

in Lakh

Particulars

Standalone Consolidated
2024-25 2023-24 2024-25 2023-24

Gross Revenue from

16.97 15379.49 16.97 15379.49

operations

Other Income

1041.33 285.43 1041.33 397.29

Total Revenue

1058.30 15664.92 1058.30 15776.78

Operating expenses

1264.17 17596.22 1264.13 17634.34

Profit before interest,

(205.87) (1931.30) (205.83) (1857.56)

Depreciation, Tax and

Amortization (EBIDTA)

Finance Costs

256.34 264.29 256.34 266.77

Depreciation and

155.10 194.02 155.10 202.17

amortization expenses

Profit/(Loss) before

(617.31) (2389.61) (617.27) (2326.50)

exceptional item and

tax

Exceptional item

(5503.81) (1941.77) (5503.81) (436.41)

Profit/(Loss) before

(6121.12) (4331.38) (6121.08) (2762.91)

taxation

Taxation (including

(1099.65) (839.15) (1099.65) (839.15)

Deferred Tax)

Profit/(Loss) after

(5021.47) (3492.23) (5021.43) (1923.76)

Taxation (PAT)

Other Comprehensive

(82.23) (58.13) (82.21) (849.37)

Income

Total Comprehensive

(5103.70) (3550.36) (5103.70) (2773.13)

Income for the

period Comprising

profit/(loss) & Other

comprehensive

Income for the period

OVERALL PERFORMANCE

A change in the top management was effected during the year, with the new leadership assuming charge from 9th April 2024. Since then, the management has been actively evaluating all possible avenues for revival, including strategic collaborations, financial restructuring, and alternative business models. These efforts are being undertaken with a long-term perspective and interests of all stakeholders.

During the financial year ended 31st March 2025, the Company s manufacturing operations remained fully suspended, following the shutdown of its plant effective from 31st October 2023. As a result, there was no production activity during the year under review.

While the broader domestic steel sector experienced demand growth, the operating environment remained challenging, particularly for standalone and mid-sized producers, due to elevated input costs, pricing pressure arising from increased imports, and limited access to working capital. These external challenges, coupled with the Company s financial and operational constraints, rendered the resumption of production unviable during the financial year.

Despite the absence of operational activity, the Company recorded a loss Before Tax of 61.21 Crores for the year under review, as against a Loss Before Tax of 43.31 Crores in the previous year. The Company continues to maintain a debt-free status, with no borrowings from banks or financial institutions, and has received ongoing financial support from the promoter entity to meet its essential obligations.

In view of the continued suspension of operations and the condition of the Plant and Machinery and/or Undertaking(s) of the Company, the Board of Directors, at its meeting held on 20th May 2025, approved a proposal, subject to the approval of shareholders of the Company with requisite majority under the provisions of the Companies Act, 2013 ( Act ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the monetisation of the whole or substantially the whole of the plant and machinery (used for manufacturing high carbon ferro chrome) and/or undertaking(s) of the Company located at Shreeramnagar, District Vizianagaram, Andhra Pradesh. This includes fixed assets, plant and machinery, inventories, and other assets of the Company, with the objective of meeting pressing and unavoidable liabilities, on such terms and conditions as may be determined by the Board in the best interest of the Company. The said proposal was subsequently approved by the shareholders via Postal ballot 10th July 2025 with requisite majority You will be pleased to note that:

A. Arbitral Award in the matter of Rajadhiraj Tirupani Vinayak Natraj Pvt. Ltd.

The Company has received the Arbitral Award dated 31.07.2025 in the matter of Arbitration between

"Rajadhiraj Tirupani Vinayak Natraj Pvt. Ltd. v. Facor Alloys Limited" under the aegis of Delhi International Arbitration Centre bearing Case Ref. No. DIAC/5675/11-12 ( Arbitral Award ). The Arbitral Award was pronounced on 31.07.2025 at the Delhi International Arbitration Centre located at New Delhi.

By way of the said Arbitral Award, the following has been awarded in favour of M/s. Facor Alloys Limited and against Rajadhiraj Tirupani Vinayak Natraj Pvt. Ltd.: i. Award of Rs. 18,86,70,779/- (Rupees Eighteen Crore Eighty Six Lakh Seventy Thousand Seven Hundred Seventy Nine) towards conversion charges; ii. Award of Rs. 37,77,133/- (Rupees Thirty Seven Lakh Seventy Seven Thousand One Hundred Thirty Three) towards invoices; iii. Award of the outstanding electricity charges as incurred by Facor Alloys Limited; iv. Interest at the rate of 9% per annum on the aforementioned amount(s) from the due date (around October 2022); Further, the said Arbitral Award has awarded the following in favour of Rajadhiraj Tirupani Vinayak Natraj Pvt. Ltd. and against Facor Alloys Limited: i. Award of Rs. 2,16,83,931/- (Rupees Two Crore Sixteen Lakh Eighty Three Thousand Nine Hundred Thirty One), which may be adjusted against the abovementioned due amount; ii. Return of the raw materials, finished products and other goods of Rajadhiraj Tirupani Vinayak Natraj Pvt. Ltd., lying at Facor Alloys Limited s premises.

B. The Government of Andhra Pradesh had issued G.O. Ms.

No.7 dated 08.04.2022, enhancing electricity duty from 6 paise to 1.00 per unit for certain categories of consumers. Facor Alloys Limited ( the Company ) was billed and paid electricity duty at the enhanced rate pursuant to this notification.

However, the Honble High Court of Andhra Pradesh, vide its judgment dated 26th June 2025 (in W.P. No. 29672 of 2023 and batch), struck down G.O. Ms. No.7 dated 08.04.2022 and G.O. Ms. No.22 dated 23.10.2024, thereby invalidating the enhancement of electricity duty. In light of the above judgment, the Company has filed a formal representation with APEPDCL (Andhra Pradesh Eastern Power Distribution Company Limited), seeking refund/adjustment of excess electricity duty paid for the relevant period.

The final outcome of the said refund/adjustments/claims is dependent on the conclusion of further legal and administrative proceedings.

The Company reaffirms its commitment to taking all necessary and constructive steps for securing its future, while maintaining transparency, fairness, and accountability. All decisions shall continue to be taken with due regard to regulatory requirements and key stakeholders.

DIVIDEND

In view of the overall affairs of the Company and its current liquidity position, the Board of Directors has not recommended any dividend on the equity shares for the financial year ended 31st March 2025.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2025 is Rs. 19.55 crores. During the year under review, the Company has not issued any further shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

The equity shares of the Company are listed on BSE Limited and the Company has duly paid the annual listing fees for the current financial year i.e. 2025-26.

ANNUAL RETURN

The annual return of the company as on March 31, 2025, in terms of the provisions of Section 134(3)(a) of the Companies Act, 2013 is available on the company s website www.facoralloys.in. The weblink for accessing Form MGT-7 is https://facoralloys.in/investor.php.

NUMBER OF MEETINGS OF THE BOARD

The Board met six (8) times in FY 2024-25 viz. on 9th April 2024, 30th May 2024, 12th July 2024, 29th July 2024, 14th August, 2024, 11th November 2024,14th November, 2024, and 12th February, 2025.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and implementation requirements of Indian Accounting Standards ( IND-AS ) under Companies Act, 2013 on accounting and disclosure requirements, and as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audited Consolidated Financial Statements are provided in this Annual Report.

SUBSIDIARIES

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company s Subsidiaries and Associates (in updated Form AOC-1) is given in the Note No.-39 of the consolidated financial statements. Further, the Consolidated Financial Statements presented by the Company also includes the financial results of the subsidiary companies.

Further, the company has already uploaded the Annual Accounts of the subsidiary company(s) on its website which is accessible to all the member. The annual accounts of the Company as well as its respective subsidiary company(s) shall also be kept open for inspection at the Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions the under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm: (i) that in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards read with requirements set out under schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same; (ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss for the year under consideration; (iii) that they have taken proper and sufficient care for the 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 frauds and other irregularities;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2025 on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) that they had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given declaration that they meet the criteria specified under Section 149(6) of the Companies Act, 2013 read with the applicable rules framed thereunder as well as regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of Companies Act, 2013.

During the year under review, no changes were made in the above policy. Salient features of this policy are enumerated in the Corporate Governance Report which forms part of the Annual Report. The above policy is available at the website of the Company at www.facoralloys.in.

AUDITORS AND AUDITORS REPORT Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at their 19th Annual General Meeting held on 28th September, 2022 approved the reappointment of M/s K. K. Mankeshwar & Co., Chartered Accountants (Firm Registration no.106009W) as the Statutory Auditors of the Company for further term of 5 years i.e. from the conclusion of 19th Annual General Meeting till the conclusion of 24th Annual General Meeting of the Company to be held in the year of 2027.

The statutory auditor has confirmed their eligibility and submitted a confirmation in writing that they are not being disqualified to continue to hold the office of the statutory auditor.

The Statutory Auditors have issued their reports on the Standalone and Consolidated Audited Financial Statements for the financial year ended 31st March 2025. The report on the Standalone Financial Statements does not contain any qualifications, observations, or adverse comments that have a material bearing on the functioning of the Company. However, the report on the

Consolidated Financial Statements contains a disclaimer of opinion as follows: Disclaimer of Opinion: The Group has excluded the financial results of an overseas subsidiary for the year ended 31st March 2025 due to the non-availability of complete and reliable financial data following a change in management. Based on legal advice, the management has concluded that the financial impact of such non-consolidation is not material. However, in the absence of sufficient appropriate audit evidence regarding the financial performance, position, and cash flows of the said subsidiary, we are unable to determine whether adjustments might have been necessarily had such financial results been consolidated. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India, and we have fulfilled our other ethical responsibilities in accordance with the Code.

Reply to the Disclaimer of Opinion: During the financial year 2024-25, there was a change in the management of the Company. Following this transition, the new management was unable to obtain complete and reliable financial information relating to the Company s overseas subsidiary, which is required for the purpose of consolidation. After obtaining a legal opinion, the management has taken a considered decision to present the consolidated financial statements and results for the year ended 31st March 2025, excluding the financial results of the said overseas subsidiary. It is further clarified that the current years transactions of the overseas subsidiary have not been considered for the purpose of consolidation. Based on the management s assessment, the financial impact of non-consolidation of these transactions is not material to the consolidated financial statements. In relation to the above matter, the Company has also filed a formal complaint with the Economic Offences Wing (EOW) for appropriate action and investigation.

Secretarial Auditors

The Company has appointed Mr. Tumul Maheshwari of M/S. MT & Co., New Delhi, Company Secretaries to conduct secretarial audit and his Report on Company s Secretarial Audit is appended to this Report as Annexure-1.

There are following qualifications / reservations / observations / disclaimers made in the Secretarial Audit Report for the financial year ended 31st March, 2025 by the Practicing Company Secretary which are self explanatory.

1. Company has overseas subsidiary company in Netherlands namely M/s Facor Minerals (Netherlands) (‘FMN") which has further step-down subsidiary company namely Facor Turkkrom Mining (Netherlands) (‘FTMN). ("FMN and FTMN are collectively referred to as the "Overseas Subsidiaries"). Erstwhile promotor Director of the company, who was director in Overseas Subsidiaries has stepped down with effect from 04/04/2024 since then company was asking all documents and information pertaining to affairs of overseas companies from erstwhile directors, issued notices, emails to him but did not get any information or reply from erstwhile director. Company is taking all legal course of action. In absence of documents pertaining to overseas companies, company is unable to consolidate the same in consolidated financial statements /results for the quarter/period ended on 30th September, 2024 and 31st December, 2024. Company obtained legal opinion and put forth before Board for necessary action, Board discussed the legal opinion and observed the situation arose on account of non-availability of financial records as well as information pertaining to affairs of overseas subsidiaries and resolved that company will declare consolidated financial statements/ results without consolidating overseas subsidiaries. However, these overseas subsidiaries are non-operational and no commercial or revenue generating activities were carrying out, no expenses were incurred during the quarter and investments in overseas subsidiaries have already been fully impaired years back, hence as per managements explanation there is no material impact on the results for the quarter/period ended on 30/09/2024 and 31/12/2024.

2. The companys operations have been temporarily shut down since 31/10/2023 and current management is exploring all options to resume operations and also promoters are infusing funds to meet running fund requirements.

During the financial year 2024-25, there was a change in the management of the Company. Following this transition, the new management was unable to obtain complete and reliable financial information relating to the Companys overseas subsidiary, which is required for the purpose of ‘consolidation. After obtaining a legal opinion, the management has taken a considered decision to present the consolidated financial results for the year ended 31st March 2025, excluding the financial results of the said overseas subsidiary. It is further clarified that the current years transactions of the overseas subsidiaries have not been considered for the purpose of consolidation. Based on the managements assessment, the financial impact of non-consolidation of these transactions is not material to the consolidated financial statements.

In relation to the above matter, the Company has also filed a formal complaint with the Economic Offences Wing (EOW) for appropriate action and investigation.

3. In view of the matters described in Point No. 2 and the ongoing issues concerning the overseas subsidiaries, the Company is in the process of compiling the requisite information and, accordingly, the filing of the Annual Performance Report under the Foreign Exchange Management Act, 1999 (FEMA) is pending.

Cost Auditor

Maintenance of cost account records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are applicable for the business activities carried out by the Company during the period under review.

Mr. Prakash Uppalapati, Cost Accountant has been appointed by the Board as Cost Auditor of the Company to conduct audit of cost account records for the year ended 31st March, 2025 pursuant to the provisions of Section 148 of the Companies Act, 2013 and the rules made there under. Members are requested to consider the ratification of the remuneration payable to M/s. Uppalapati & Associates being the Cost Auditor.

There are no qualifications, reservations or adverse remarks or disclaimers made in the Cost Audit Report for the financial year 2024-2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not provided any guarantee, made a Loan and investment pursuant to Section 186 of the Companies Act, 2013 during the Financial Year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts/arrangements/transactions which are not at arm s length basis and there are no material contracts/ arrangements/transactions which are at arm s length basis (Refer Note 35 of standalone financial statement).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER CLOSE OF THE FINANCIAL YEAR

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

The Board of Directors, at its meeting held on 20th May 2025, approved a proposal, subject to the approval of shareholders with requisite majority under the provisions of the Companies Act, 2013 ( Act ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the monetisation of the whole or substantially the whole of the plant and machinery (used for manufacturing high carbon ferro chrome) and/or undertaking(s) of the Company located at Shreeramnagar, District Vizianagaram, Andhra Pradesh. This includes fixed assets, plant and machinery, inventories, and other assets of the Company, with the objective of meeting pressing and unavoidable liabilities, on such terms and conditions as may be determined by the Board in the best interest of the Company. The said proposal was subsequently approved by the shareholders via Postal Ballot on 10th July 2025 with requisite majority.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the company. Further, there was no significant change in the nature of business carried on by its subsidiaries.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to the financial statements as designed and implemented by the Company are adequate and commensurate with the size and scale of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the internal auditors and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors. During the financial year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

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

The information required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure-3 hereto forming part of this report.

RISK MANAGEMENT POLICY

The Company s Risk Management framework is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. Major risks in particular are monitored regularly at executive meetings and the Board of Directors of the Company is kept abreast of such issues.

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

The Company has zero tolerance policy towards sexual harassment at the workplace.

Although the manufacturing operations of the Company remained suspended during the financial year, the Internal Complaints Committee (ICC) constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, continued to be in place in compliance with statutory requirements.

No complaints were received by the Committee during the year under review. Accordingly, the disclosure regarding the number of complaints disposed of during the year and those pending for more than ninety days does not arise.

Compliance with the Maternity Benefit Act, 1961

The Company remains compliant with the provisions of the Maternity Benefit Act, 1961. Although manufacturing operations were suspended during the financial year, the Company continues to adhere to statutory obligations. All benefits prescribed under the Maternity Benefit Act, 1961, have been and shall continue to be provided to eligible women employees, if any, in compliance with applicable law.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a duly approved CSR Policy, which is available on its website at www.facoralloys.in. In view of the continued suspension of operations and the absence of average net profits during the immediately preceding three financial years, the provisions relating to mandatory CSR spending were not applicable to the Company for the financial year ended 31st March 2025. Accordingly, no CSR expenditure was required or incurred during the year under review.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards performance, performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). In the opinion of the Board, the independent directors possessing the necessary skills like integrity, expertise and experience (including the proficiency) etc. for being appointed on the Board of the Company.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

Pursuant to IEPF Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, all unclaimed shares have already been transferred to the IEPF Authority.

All the corporate benefits in terms of securities accruing to on these unclaimed shares shall be credited to the aforesaid account. Voting rights on these shares shall remain frozen till the rightful owner of such shares claim the shares.

Any person, whose unclaimed or unpaid amount has been transferred by the Company to IEPF may claim his/her refunds from the IEPF authority. The detailed procedure for claiming shares and/or dividend amount is available on the website of IEPF (www.iepf.gov.in).

The Nodal Officer for the purpose of IEPF is Company Secretary and the website address is www.facoralloys.in.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same is hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

PUBLIC DEPOSITS

During the year under review, the Company has not invited any deposits from the public.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review, there were no employees receiving remuneration in excess of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month requiring disclosure.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure - 2 forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date, the Company has total no. of 7 Directors out of which 1 is Whole-time Director and 6 are Non-Executive Directors. The 6 Non-Executive Directors consist of 3 Independent Directors including one Woman Independent Director and 3 are Non-Executive Non-Independent Directors. The Composition of the Board is in conformity with the provisions of the Companies Act, 2013 read with the rules framed thereunder and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Murlidhar Durgaprasadji Saraf, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Ashish Santosh Agrawal was appointed as Whole-time Director of the Company with effect from 30th May 2024 for a period of one year. Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board, he was re-appointed for a further period of three years with effect from 30th May 2025. The said re-appointment was approved by the shareholders through postal ballot on 10th July 2025.

Mr. Asim Saraf, Director and Mr. R. K. Saraf, Chairman and Managing Director have resigned from the directorship of the company w.e.f. 04.04.2024 and 05.04.2024 respectively. Mr. Murlidhar Durgaprasadji Saraf and Mr. Gaurav Saraf have been appointed as the Non-executive Non-independent Directors w.e.f. 09.04.2024.

Mrs. Urmila Gupta, Independent Director, resigned from the Board with effect from 30th July 2024. Mr. Anand Sadashiv Kapre (DIN: 00019530) ceased to be an Independent Director of the Company upon completion of his second term of five consecutive years on 9th September 2024, in accordance with the provisions of Section 149(10) of the Companies Act, 2013. The Board places on record its sincere appreciation for the valuable guidance and contributions made by both Mrs. Gupta and Mr. Kapre during their respective tenures as Independent Directors of the Company.

Mr. Piyush Agarwal, Company Secretary and Compliance Officer (and Key Managerial Personnel), resigned from the Company with effect from the close of working hours on 15th July 2024. Subsequently, Mr. Sachin Kumar Gupta was appointed as the Company Secretary and Compliance Officer with effect from 29th July 2024.

Ms. Vinita Bahri was appointed as a Non-Executive Independent Director with effect from 14th August 2024. Mr. Muralidhar Rambhatla was appointed as a Non-Executive Independent Director with effect from 30th September 2024. Their appointments were made in compliance with the provisions of

Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Vijay Vashishth, Deputy Chief Financial Officer, resigned from the services of the Company with effect from the close of business hours on 31st December 2024. Mr. Mohammad Asim Quraishi was appointed as Chief Financial Officer with effect from 12th February 2025.

Presently, the following persons are designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013: Mr. Ashish Santosh Agrawal Whole-time Director Mr. Mohammad Asim Quraishi Chief Financial Officer Mr. Sachin Kumar Gupta Company Secretary and Compliance Officer None of the Whole-time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel.

Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/executives have affirmed compliance with the said code.

COMMITTEES OF THE BOARD

The Board of Directors have constituted all the requisite committees of Directors as are required by law from time to time. Details of composition of all the committees of the Board are provided in the corporate governance report and majority of the committees consists entirely of independent directors. During the year, all recommendations made by the committees were approved by the Board.

REPORTING OF FRAUDS BY AUDITORS OF THE COMPANY

During the year under review, none of the Auditors of the company has reported to the audit committee under Section 143 (12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board s report.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance, Management Discussion and Analysis, Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance have been made a part of the Annual Report.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year under review, there are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DISCLOSURE UNDER ONE TIME SETTLEMENT

During the year under review, your Company has not made any one time settlement with any of its Banks or Financial Institutions.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2) respectively relating to Meetings of the Board and its Committees including general meetings of the company which are mandatory in nature.

INDUSTRIAL RELATIONS

During the year under review, the overall industrial relations in the Company remained cordial.

ACKNOWLEDGEMENT AND APPRECIATION

The Board wishes to place on record its sincere appreciation for the support and co-operation extended by all the customers, vendors, business associates and investors at large.

Further, the Board places on record their sincere appreciation for the significant contribution made by its employees through their dedication, hard work and commitment and also for the trust reposed in the company by all other stakeholders. The Company sincerely thanks the Central and State Governments for their continued support and warm co-operation extended towards the business as well as the Company s social functions. It looks forward to your continued support in the company s endeavour to accelerate access to innovative and affordable business.

On behalf of Board of Directors for Facor Alloys Ltd

(Ashish Santosh Agarwal)

Whole-time Director DIN: 02148665

(Murlidhar Durgaprasadji Saraf)

Director DIN: 00011966

Place : Nagpur

Dated : 12th August, 2025

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2025, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)

ISO certification icon
We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.