Directors Report of Aditya Ispat Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting the Thirty Third Annual Report on the affairs of the Company for the financial
year ended 31st March, 2024 together with theAudited Financial Statements and Report of the Auditors thereon.

1. FINANCIAL RESULTS:

The overall performance of the Company for the financial year 2023-24 is summarized as under:

( Rs. in Lakhs)

S.No	Particulars	2023-24	2022-23
1	Sales	6200.95	5332.73
2	Other Income	66.77	12.03
	Total Revenue	6267.72	5344.76
3	Profit Before Interest, Depreciation & Taxation	181.63	460.31
4	Interest / Financial Charges	298.55	297.45
5	Depreciation	149.52	122.81
6	Profit Before Tax	(266.44)	40.05
	Less : Provision for Current Tax	0.24	0.02
	Less : Provision for Deferred Tax	(35.21)	10.44
7	Net Profit (Loss) After Tax	(231.47)	29.59
8	Other Comprehensive Income (Net Of Tax)	9.56	1.13
9	Total Comprehensive Income for the Period (Comprising Profit (Loss) and Other Comprehensive Income tor the Period)	(221.91)	30.72
	Add :Balance from Previous Year	494.87	464.15
	Surplus Carried to Balance Sheet	272.95	494.87

2. DIVIDEND & TRANSFER TO RESERVE:

In view of losses, the Board has not recommended any dividend during the year and it has also not transferred any
amount to reserves.

3. SUBSIDIARIES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary orAssociate Company.

4. OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

During the year 2023-24, the Company has posted a net turnover of Rs.6200.95 lakhs higher by 17.28% over last
year (Rs. 5332.73 lakhs in the F.Y. 2022-23). The net loss before tax was Rs.266.44 lakhs compared to previous
year''s profit of Rs 40.05 Lakhs. The Company is continuously striving to strengthen its operations in near future.

A gradual recovery from the pandemic shows a steady growth but it was disrupted by the Russia- Ukraine War.
Steady rise inflation resulted in the sluggish demand and there was disruption in regular activities. There was price
volatility of raw material and supply disruption due to raw material constraints which impacted the profitability of
the company.

5. FUTURE PROSPECTS:

In FY 2023-24,the Indian Economy is estimated to grown by 7.2% Though the economy stayed on a steady growth
path following a gradual recovery from the pandemic but it was disrupted by the outbreak of the Russia- Ukraine
conflict, steadily rising inflation and delayed normalisation of supply chains.

The government significantly increased capital expenditure on infrastructure projects, which boosted domestic
demand and investment sentiment. Despite facing multiple headwinds, key economic indicators pointed towards
a broad-based recovery.

Overall, the key steel consuming sectors are expected to perform well in FY2024-25 supported by a rise in
infrastructure spend by the Government. High CAPEX allocation in key steel consuming sectors such as
railways,national highways and housing is expected to drive steel consumption.

Detailed information on the market and prospect is provided in the Management Discussion and Analysis Report
which forms an integral part of this annual report

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion andAnalysis as required by the Listing Regulation is annexed herein by reference
and forms an integral part of this annual report.

7. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensure proper recording of financial
and operational information, compliance of various internal controls and other regulatory and statutory compliances.
Self certification exercise is also conducted by which senior management certifies effectiveness of the internal
control system of the Company. InternalAudit is conducted throughout the organization by qualified outside Internal
Auditors. Findings of the InternalAudit report are reviewed by the top management and by theAudit Committee of
the Board and proper follow up action are ensured wherever required. The StatutoryAuditors have evaluated the
system of the internal controls of the Company and have reported that the same are adequate and commensurate
with the size of the Company and nature of its business.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under consideration, there has been no change in the nature of the business of the Company.

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

There have been no material changes and commitments, if any, affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company''s operations in future.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants, including
audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by
management and the relevant board committees, including the audit committee, the board is of the opinion that
the Company''s internal financial controls were adequate and effective during the financial year 2023-24. Accordingly,
pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm:

i. That the accounting standards to the extent applicable to the Company have been followed in the preparation of
the annual accounts and there are no material departures;

11. That the Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company
as at the end of the financial year and of the profit of the Company for that period;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing
and detecting fraud and other irregularities;

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were laid down and that such internal financial controls were adequate and
were operating effectively;

vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such
systems were adequate and were operating effectively.

12. STATUTORY AUDITORS AND AUDIT REPORT:

Members of the Company at the AGM held on September 28th, 2022, approved the appointment of Dagliya &
Co.,Chartered Accountants (Firm Registration No. 00671S), as the statutory auditors of the Company. Further,
theShareholders approved the appointment of Dagliya &Co.,Chartered Accountants for a term of five years
commencing the conclusion of the 31st AGM held on September 28, 2022 until the conclusion of 36th AGM of
theCompany to be held in the year 2027.

The report of the StatutoryAuditor forms part of this Annual Accounts 2023-24. The said report does not contain
any qualification, reservation, adverse remark or disclaimer.As regards the comments in theAuditors'' Report, the
relevant notes in the Accounts are self-explanatory and may be treated as information/ explanation submitted
bythe Board as contemplated under provisions of the CompaniesAct, 2013.

13. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit)
Amendment Rules, 2014 the Company was not covered for the cost audit and consequently the Company had
not appointed Cost Auditor for the financial year 2023-24.

14. SECRETARIALAUDIT:

In compliance with the provisions of Section 204 and other applicable provisions of Companies Act, 2013, a
secretarial audit was conducted during the year by Secretarial Auditors, M/s A J Sharma & Associates. The
Secretarial Auditor''s Report is attached as annexure and form part of this report. There are no qualifications or
observations or remarks made by the Secretarial Auditors in their Audit Report.

Internal Auditors

The Board has appointed M/s R Bengani and Associates, Chartered Accountant (FRN014542S) as an Internal
Auditors of the Company for the FY 2024-25 in the meeting of Board of Directors dated September 4, 2024.

15. DETAILS OF THE BOARD AND ITS MEETING:

Board of Directors:

The Board of Directors (''the Board'') is at the core of our corporate governance practice and oversees how the
Management serves and protects the long-term interests of all our stakeholders. We believe that an active, well-
informedand independent Board is necessary to ensure the highest standards of corporate governance. The
Board formulates strategies, regularly reviews the performance of the Company and ensures that the targeted
objectives are met on a consistent basis.

Composition of the Board:

The Board of Directors consists of Six Directors out of which five Directors are non-executive Directors including
Women Directors. The composition of the Board satisfies the requirement of Sec 149 of the Companies Act,2013
(“the Act”) the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. None of the Directors

on the Board is a member of more than 10 committees or act as a chairman of more than 5 committees across
all companies in which he/she is director. All the Directors are eminent professional with experience in Business,
Industry, Finance and Law and of which three are Independent Directors.

Board Meetings:

The Board of Directors metSeven(7) times during the financial year 2023-2024. The Meetings was held on 29^thMay,
2023, 14^th August ,2023, 2^nd September,2023,17^th October, 2023, 14^th November, 2023, 18^th December, 2023 and
14^th February, 2024. The intervening gap between the meetings was within theperiod prescribed under the
Companies Act, 2013.

Directors Attendance:

Name of the Director	Board Meetings	Annual General Meeting
Mr.S.B Chachan1	3	-
Mr. Sanjay Solanki	7	1
Mr. S.K.Kabra2	1	-
Mr. S.K.Chirania	7	1
Mrs. Usha Chachan	7	-
Mr Kashinath Sahu	7	1
Mrs.Sushila Kabra3	6	1
Mr Aditya Chachan4	4	-

Name of the Director	Designation	No.of Meetings attended
Mr. Sanjay Solanki	Chairman	4
Mr. S.K.Chirania	Member	4
Mr. Kashinath Sahu	Member	4

17. STAKE HOLDERS'' RELATIONSHIP COMMITTEE

The Company has a Stake Holder''s Relationship Committee for reviewing Shareholders/Investors complaints.
This helps improve our strategy development and decision making. We are working towards delivering on
stakeholder needs, interests and expectations.The company has constituted three members Stakeholders
Relationship Committee of the Board of Directors under the Chairmanship of a Non-Executive Independent
Director.The Board of Directors has delegated power of approving transfer/transmission of shares to the Committee.

The Stakeholders Relationship Committee which was constituted has met 4 times during the year ended 31st
March,2024 on the following dates:

29^th May,2023, 14^th August, 2023, 14^th November, 2023 and 14^th February, 2024.

The composition of the Committee and the attendance details of the members are given below:

Director	Designation	No of meetings Attended
Mr. S.K.Chirania	Chairman	4
Mr. Sanjay Solanki	Member	4
Mr. Kashinath Sahu	Member	4

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within
purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on
corporatesocial responsibility.

19. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics,
skills and experience for the Board as a whole and its individual members with the objective of having a Board
withdiverse backgrounds and experience in business, government, education and public service. Characteristics
expected of all Directors include independence, integrity, high personal and professional ethics, sound business
judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective
manner. The policy on appointment and removal of Directors and determining Directors'' independence is posted
on the website of the Company www.adityaispat.com.

The detail of terms of reference of this Committee, number and dates of meetings held attendance of the directors
and remunerations paid to them are given below:

The Nomination and Remuneration Committee of the Board of Directors of Company comprises of Four Non¬
Executive Directors out of which three are Independent Directors. The Nomination and Remuneration Committee
is under the Chairmanship of a Non-Executive Independent Director. The terms of reference of this Committee
confirm the requirement of Section 178 of the Companies Act, 2013.

The purpose of the Committee is to oversee the Company''s nomination process for the senior management and
specifically to identify, screen and review individuals qualified to serve as EDs, NEDs and IDs consistent with
criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the AGM of
the shareholders.

The broad terms of reference of the Nomination and Remuneration Committee therefore include recommending
a policy relating to remuneration and employment terms of whole time directors, senior managerial personnel,
identify persons who may be appointed as directors or in position of senior management of the Company, preliminary
evaluation of every Director''s performance, approval of remuneration and performance bonus of Directors andKMPs,
Board diversity, compliance of the code of conduct for Independent Directors referred to in Schedule IV of the
Companies Act, 2013, Compliance with the Company''s Code of Conduct by Directors and employees of the
Company, reporting non-compliance to the Board of Directors and any other matters which the Board of Directors
may direct from time to time. The Committee further coordinates and oversees the annual self-evaluation of
theperformance of the Board, Committees'' and of individual Directors.

The Nomination and Remuneration Committee which was constituted has met six times during the Financial
Year ended 31^st March, 2024 on the following dates: 29^th May, 2023, 14^thAugust, 2023, 2^nd September, 2023,17^th
October, 2023,18^th December, 2023 &14^th February, 2024.

The composition of the Committee and the attendance details of the members are given below:

Director	Designation	No of meetings Attended
Mr. Kashinath Sahu	Chairman	6
Mr. Sanjay Solanki	Member	6
Mr. S.K.Kabra*	Member	1
Mrs. Sushila Kabra**	Member	5
Mr. S.K.Chirania	Member	6

*Ceased to director due to death on 1^st June,2023
"Appointed on 14^th August, 2023
The Brief Remuneration Policy of the company is as under:-

a) For Managing Director , the total remuneration consists of salary within the limits approved by the shareholders.No
sitting fees is payable.

b) Non- Executive Directors do not draw any remuneration from the company.

The detailed remuneration policy is posted on the website of the Company www.adityaispat.com .

Details of remuneration to director for the year 2023-2024 are as follows:-

Name	Designation	Remuneration(Rs. In Lakhs)
Mr. S.B.Chachan*	Managing Director	9.00
Mr. Aditya Chachan**	Managing Director	5.48

*Ceased to director due to death on 21^stSeptember, 2023
** Appointed on 17^th October,2023.

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on February14,
2024 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering
the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and
timeliness of flow of information between the Company''s Management and the Board. The Nomination and
Remuneration Committee has also carried out evaluation of performance of every Director of the Company.On
the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and
by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the
Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a

whole and Committees of the Board. The manner in which the evaluation has been carried out has been posted
on the website of the Company www.adityaispat.com.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational
performance of the Company etc through presentations in this regard and periodic plant visits. They are also
periodically kept aware of the latest developments in the Corporate Governance, their duties as Directors and
relevant laws.

21. DIRECTORS :

Mrs Sushila Kabra (DIN:01432698) retires by rotation at the forthcomingAnnual General Meeting and, being eligible,
offers herself for re-appointment.

Mr.Aditya Chachan (DIN: 10349309) was appointed as an an Additional Director, by the Board of Directors with
effect from October 17, 2023, in terms of Section 161 of the CompaniesAct, 2013 holds office until the date of the
ensuing Annual General Meeting. The Board pursuant to appointment of Mr Aditya Chachan as an Additional
Director has after taking into account the recommendations of the Nomination and Remuneration Committee,
recommended to appointment MrAditya Chachan as Managing Director on the Board of the Company, for a term
of five years with effect from October 17, 2023 to October 16, 2028 to be put up to themembers for their approval.
The Company has also received a notice in writing from a member under Section160(1) of theAct proposing his
candidature for such office..

The Board has after taking into account the recommendations of the Nomination and Remuneration Committee,
recommended the appointment of Mr Aditya Chachan as Managing Director on the Board of the Company, for
term of five years with effect from October 17, 2023 to be put up to the members for their approval.

Mrs Asfia Moin (DIN:10718603), who was appointed as anAdditional Director, by the Board of Directors with effect
fromAugust 14, 2024, in terms of Section 161 of the CompaniesAct, 2013 holds office until the date of the ensuing
Annual General Meeting. The Board has after taking into account the recommendations of the Nomination and
Remuneration Committee, recommended the re-appointment of MrsAsfia Moin as an Independent Directoron the
Board of the Company, for a first term of five years with effect from August 14, 2024 to be put up to the members
for their approval. The Company has also received a notice in writing from a member under Section160(1) of the
Act proposing his candidature for such office.

Brief particulars and expertise of the directors and their directorships and committee memberships have been
given in the annexure to the Notice of theAnnual General Meeting in accordance with the SEBI (Listing Obligationsand
Disclosure Requirements) Regulations, 2015.

Cessations

Mr S K Kabra ceased to director due to death on June 1,2023. The Board of Directors express deep condonation
for his death and place on record their deep appreciation for the wisdom, knowledge and guidance provided byhim
during his tenure.

Mr S B Chachan ,Managing director and promoter of the Company ceased to Managing Director due to death on
September 21,2023. The Board of Directors expresses deep condonation for his death and place on record their
deep appreciation for the wisdom, knowledge and guidance provided by him during his tenure.

22. INDEPENDENT DIRECTORS AND THEIR DECLARATION:

Mr S K Chirania, Mr Kashinath Sahu and Mr Sanjay Solanki are Independent Directors of the Board of the Company.
MrsAsfia Moin was appointed asAdditional Independent Director on 14^th August, 2024.

Mr S K Chirania , retire on completion of their term and being eligible, offers himself for reappointment as non¬
retiring Independent Director for a period of five years. As per Section 149(4) of the Companies Act 2013, the
Independent Director of the company is being re-appointed to hold office as Independent Director for a period of
five years with effect from 33^rdAnnual General Meeting to be held on September 30, 2024.

Mr Sanjay Solanki, is holding the office of its current term which is upto the conclusion of 33^rd AGM. Due to
completion of his second term as Independent Director, he is ineligible for appointment as Independent Director.
The Board of the Company appreciate the contribution made by him towards the valuable inputs given by him
during his tenure.

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of Independence as prescribed both under the CompaniesAct, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Board of Directors further confirms that the Independent
Directors also meet the creteria to expertise, experience, integrity and proficiency in terms of Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs.

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by
Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarise the new
IDs with the Company''s business operations. The new IDs are given an orientation on our products, Board
constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy.
The Policy on the Company''s Familiarisation Programme for IDs can be accessed at Company''s website at
www.adityaispat.com

24. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following persons are the Key Managerial Personnel of the Company as per the provisions of Section 203 of
the CompaniesAct, 2013.

a) Mr.Satya Bhagwan Chachan¹, Managing Director

b) Mr Aditya Chachan²,Managing Director

c) Mrs.Alphonsa Domingo, Chief Financial Officer

d) Mr Rajat Agrawal³, Company Secretary

e) Mrs Varsha Pandey⁴, Company Secretary

¹Ceased to director due to death on 21^st September, 2023; ²Appointed on 17^th October,2023.

³ Resigned on 21^st August, 2023. ⁴Appointed on 18th December 2023.

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the remuneration and other details of Key Managerial
Personneland other Employees for the year ended March 31,2023 are annexed to this report.

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies
Act, 2013 are not applicable to the company. Since, the company has neither granted any loan, nor made any
investment, nor given any guarantee or security to parties covered under the provisions of section 185 and 186 of
Companies Act, 2013.

26. TRANSACTION WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arms'' length basis and were
in the ordinary course of business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of Company at large. All related party transactions are placed before theAudit

Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on
Related Party Transactions is also available on the website of the Company www.adityaispat.com.

Your Directors draw attention to the members to Note No.36 to the Financial Statement which sets out related
party transactions.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
CompaniesAct, 2013 along with the justification for entering into such contracts or an arrangement in Form AOC-
2 does not form part of the report.

27. VIGIL MECHANISM:

The vigil mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing
Agreement, comprises senior executives of the Company. Protected disclosures can be made by a whistle
blowerthrough an E mail, or by telephone line or a letter to the chairman of theAudit Committee.

The policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at
www.adityaispat.com .

28. EXTRACTS OF ANNUAL RETURN:

Web-link of annual return: In compliance with the provision of clause (ii) of section 23 of the Companies (Amendment)
Act, 2017 , the web-link of annual return is as follows http://adityaispat.com/annual-return-2024.

29. RISK MANAGEMENT:

As a policy the Company has identified key risk concern/areas. The assessment of each risk area is done on
quarterly basis. Following are the main concern/risk related to the Company:

Market Related Risk: mainly demand, realisation and redundancy of the product.

Production related Risk mainly availability of inputs, accident or break down in the plant and rejection of material
bythe customers.

Human Resources Risk: includes the risk of labor unrest, high employee turnover ratio and lower productivity due
to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement, Govt Policies and duty rates
Data and Records: data lost, fire, virus attack etc.

The Board and the Audit Committee takes note of Risk management of the Company in every quarter.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its board
members,Key Managerial Personnel and senior management personnel .The Code of Conduct for Directors and
Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company
has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with
the code of conduct with reference to the financial year ended on March 31,2024.

31. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

During the year under review, no shares were held in demat suspense account or unclaimed suspense account
of the Company.

32. CORPORATE GOVERNANCE

a) The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore and Networth not exceeding
Rs. 25 crore and hence as per SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015,Corporate Governance requirements as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-
regulation^) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to
the Company. Thus, a report on Corporate Governance does not form part of this report.

b) Pursuant to SEBI Listing Regulations, report on Management Discussion andAnalysis has been enclosed as part
of Board''s Report.

33. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information regarding Energy Conservation, TechnologyAbsorption, Foreign Exchange Earnings and Outgo in
accordance with Section 134(3)(m) of the CompaniesAct, 2013 and forming part of the Directors Report for the
year ended 31st March, 2024 is annexed to this report.

34. Listing on Stock Exchanges:

As on March, 31st, 2024, the Company''s shares are listed on the following Stock Exchanges:

a. Bombay Stock Exchange Limited, Mumbai.

Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI- 400 001.

The Company''s stock code at Bombay Stock Exchange is 513513.

b. The Calcutta Stock Exchange Limited, (now defunct)

The Company has paid the Listing Fees for the year 2024-2025 to the Bombay Stock Exchange.

Custodial Fees for Depositories:

The Company has paid the Annual Custodial fees for the year 2024-2025 to National Securities Depository
Limited(NSDL) and Central Depository Services (India) Limited (CDSL).

35. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2015 (herein after referred to as “Regulation”),
the Company has in place a comprehensive code of conduct for its Directors and Senior Management Personnel.The
code lays down guidelines, which advises them on procedures to be followed and disclosures to be made,while
dealing with the shares of the Company. Also the Board has adopted Code of Practices and Procedures forFair
Disclosure of Unpublished Price Sensitive Information as required under Regulation 8 read with Schedule A of
Regulation. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company as well as consequences of violation. The
Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain
the highest ethical standards of dealing in the Company''s Shares. The code is also available on the website of the
Company www.aditvaispat.com.

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

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee
as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace(Prevention, Prohibition and Redressal)Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year.

• No. of complaints received - NIL

• No. of complaints disposed off - Not Applicable

37. HUMAN RESOURCES MANAGEMENT & INDUSTRIAL RELATIONS

From its foundation, Aditya Ispat Limited employment philosophy and practices have been based on the recognition
that its people are the primary source of its competitiveness.

The company consistently abides by human resources policy that is found on a set of following principles: equality
of opportunity, continuing personal development, fairness, mutual trust and teamwork. These principles are, in
turn, underpinned by the five core Values of Pioneering, Integrity, Excellence, Unity and Responsibility. The Company
also believes as a matter of principle that, diversity within its workforce greatly enhances its overall capabilities.
The Company is an equal opportunity employer and it does not discriminate on the basis of race, caste, religion,
colour, ancestry, gender, marital status, sexual orientation, age, nationality, ethnic origin or disability. All decisions
relating to promotion, compensation and any other forms of reward and recognition are based entirely on performance
and merits.

The Company''s ambition is to be a modern employer offering employees long-term prospects for a meaningful
professional career. This is why the Company''s collective labour agreement focuses on four aspects: health &
vitality, career development & skills, employee productivity and employment conditions.

During the year, the Company focused on improvement in areas related to diversity & inclusion and training &
development. Many initiatives were undertaken to bring about a change in the mindset of the work force regarding
these aspects.

Employees are very important stakeholders for the Company and the Management team is in continuous
engagement through the year to ensure seamless and transparent communication on all important issues that
relates to the employees and the future of the company.

38. FRAUD REPORTING

There was no fraud reported by theAuditors of the Company under Section 143(12) of the CompaniesAct, 2013,
to theAudit Committee or the Board of Directors during the year under review.

39. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of
Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

40. GENERAL:

Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review.

i. The company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of balance sheet.

ii. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. There was no issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

41. ACKNOWLEDGEMENT:

The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received
from its Bankers, State and Central Governments, the customers, share holders, business associates and
employees during the year under review.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the
Company.

Date : 04-09-2024 On behalf of the Board of Directors

Place: Hyderabad. Sd/-

ADITYA CHACHAN

MANAGING DIRECTOR
(DIN :10349309)

1

Ceased to director due to death on 21^stSeptember 2023

2

Ceased to director due to death on 01^st June, 2023

3

Appointed on 14^th August, 2023

4

Appointed on 17^thOctober, 2023

As per Schedule IV of the CompaniesAct, 2013, a separate meeting of Independent Directors without the attendance
of Non- Independent Directors was held on February 14, 2023 to discuss the agenda items as required under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Independent Directors reviewed the performance of non independent directors and the Board as whole, reviewed
the performance of theChairperson of the Company taking into account the views of executive and non executive
directors and assessed the quality, quantity and timeliness of flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent
Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

16. AUDIT COMMITTEE:

The audit committee of the board of directors of the Company consists of Mr Sanjay Solanki (Chairman), Mr
Kashinath Sahu and Mr S K Chirania. The Committee has adopted a Charter for its functioning. The primary
objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting
process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality
offinancial reporting. The Committee met four times during the year as on 29^th May, 2023, 14^thAugust, 2023, 14^th
November, 2023 and 14^th February, 2024.

---

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Twenty Third Annual Report on the affairs of the Company for the financial year 2013-2014 together with the Audited Financial Statements and Report of the Auditors thereon.

BUSINESS PERFORMANCE:

Financial Results: The overall performance of the Company for the financial year 2013-14 is summarized as under:

(Rs. in Lakhs)

S. Particulars 2013-2014 2012-2013 No.

1. Sales (Gross) 3277.43 2184.55

Less : Excise Duty 209.33 204.26

Sales (Net) 3068.10 1980.29

2. Other Income 2.82 1.71

Total Revenue 3070.92 1982.01

3. Gross Profit before Interest, Depreciation, & taxation 148.66 114.18

4. Interest/Financial Charges 87.34 65.71

5. Depreciation 20.80 14.70

6. Profit before tax 40.52 33.77

Less: Provision for current tax 0.43 8.49

Less : Provision for Deferred Tax 12.46 2.07

Net Profit(loss) after tax 27.63 23.21

Add: Balance from previous year 137.04 113.83

Surplus carried to Balance Sheet 164.67 137.04

BUSINESS REVIEW

During the year 2013-14, the Company has posted a gross turnover of Rs 3277.43 lakhs as against Rs. 2184.55 lakhs in the previous year and has earned a net profit of Rs.40.52 Lakhs before tax compared to previous year''s profit of Rs 33.77 Lakhs. There is an improvement in profitability due to increase in turnover and on account of cost effective means adapted by the management for production. However on account of inadequate profits, the Board has not recommended any dividend nor any transfer to reserves.

FUTURE OUTLOOK:

Financial Year 2013-14 has been a challenging year with subdued economic growth, as a result of higher inflation, higher interest rates, lower industrial growth and lower investments in the country, along with the poor condition of the global economy. However, the Indian economy is expected to perform comparatively well in the coming years. With a stable government at the centre, significant policy changes are anticipated in the near future.

The government focus on infrastructure development, more foreign direct investment inflow and more transparency in governance is likely to significantly increase the business confidence in the country.The automotive / industrial segment, it is expected to grow by 4% to 5% in Financial year 2014-2015.

FINANCIAL RESOURCES

The company has arrangements with its Banker to cash credit limits of Rs 700 Lakhs to meets its working capital requirements. This will help Company to boost its turnover in the coming years.

DIRECTORS:

Mr.Swami S.B.Das, retire by rotation and being eligible, offers himself for reappointment as non -retiring Independent Director for a period of five years. As per Section 149(4) of the Companies Act, 2013, the independent directors of the Company are being appointed to hold office as independent directors for a period of five years with effect from the 23rd Annual General Meeting.

Mrs Usha Chachan and Mr S.K.Kabra have been appointed as Additional Directors by the Board on 26th August,2014, to hold office until the conclusion of the ensuing Annual General Meeting.

Brief particulars and expertise of these directors and their other directorships and committee memberships have been given in the annexure to the Notice of the Annual General Meeting in accordance with the requirements of listing agreement with Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act,1956, your Directors state:

1. That the accounting standards to the extent applicable to the Company have been followed in the preparation of the annual accounts and there are no material departures

2. That the accounting policies selected by the Board for the purpose of preparation and presentation of the financial statements have been and are being applied consistently and reasonable and prudent judgments and estimates (wherever applicable) have been made for the said purpose, so as to give a true and fair view of the affairs of the Company as at the end of the financial year under review and of the profit and loss for the said year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

4. That the annual Accounts have been prepared on a going concern basis.

AUDITORS:

Statutory Auditors

M/s. Dagliya & Co, Chartered Accountants, Secunderabad, the Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Board recommends their reappointment for next 3 years as per the new Companies (Audit and Auditors) Rules, 2014.

Cost Auditors

Your Company had appointed M/s Sagar & Associates, Cost Accountant, Hyderabad, as Cost Auditor, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year ended 31st March, 2014. The due date for filing the Cost Audit Reports is 30th September, 2014.

LISTING :

The shares of your company are listed on Mumbai and Kolkata Stock Exchanges.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956:

There was no person employed by the company during the year who was in receipt of remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS:

During the year under review, the company has not accepted any deposits under Section 58A of the Companies Act 1956 read with Companies ( Acceptance of Deposits) Rules, 1975.

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

Information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of particulars in the report of Board of Directors) Rules 1988, forming part of the Directors Report for the year ended 31st March, 2014 are as follows:

1. Conservation of Energy: The Company''s operations require low energy consumption. Adequate measures are taken to conserve energy wherever possible. The details required are attached herewith.

2. Technology Absorption:

a. Research & Development There is no specific Research and Development activity carried out by the Company during the year.

b. Technology Absorption NIL

3. Foreign Exchange Earning and Outgo NIL

CORPORATE GOVERNANCE:

The company has implemented the Code for Corporate Governance as stipulated under the revised Clause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed to this report.

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to the laid down standards.

DEMATERIALISATION OF SHARES:

M/s. X.L Softech Services Limited, Hyderabad were appointed as Depository Registrars for dematerialization of shares as well for transfer of physical shares were entrusted to them.

The ISIN of dematerialized share of the Company allotted by NSDL and CDSL is "INE570B01012."

ACKNOWLEDGEMENTS:

The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received from its Bankers, State and Central Governments, the customers, share holders, business associates and employees during the year under review.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

On behalf of the Board of Directors

Place: Hyderabad. Sd/- Date : 26.08.2014 S.B CHACHAN CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2013

To The Members of Aditya Ispat Limited, Hyderabad

The Directors take pleasure in presenting the Twenty Second Annual Report on the affairs of the Company for the financial year 2012-2013 together with the Audited Financial Statements and Report of the Auditors thereon.

BUSINESS PERFORMANCE:

Financial Results:

The overall performance of the Company for the financial year 2012-13 is summarized as under:

(Rs. in Lakhs)

S.No. Particulars 2012-2013 2011-2012

1. Sales ( Gross) 2184.55 1815.00

Less : Excise Duty 204.26 133.42

Sales ( Net) 1980.29 1681.58

2. Other Income 1.71 1.56

Total Revenue 1982.01 1683.14

3. Gross Profit before Interest, Depreciation, & taxation 114.18 106.84

4. Interest/Financial Charges 65.71 59.52

5. Depreciation 14.70 15.29

6. Profit before tax 33.77 32.03

Less: Provision for current tax 8.49 8.60

Less : Provision for Deferred Tax 2.07 1.28

Net Profit(loss) after tax 23.21 22.15

Add: Balance from previous year 113.83 91.68

Surplus carried to Balance Sheet 137.04 113.83

BUSINESS REVIEW

During the year 2012-13, the Company has posted a turnover of Rs 2184.55 lakhs as against Rs. 1815.00 lakhs in the previous year and has earned a net profit of Rs. 33.77 Lakhs before tax compared to previous year''s profit of Rs. 32.03 lakhs.. There is an improvement in profitability due to increase in turnover and on account of cost effective means adapted by the management for production. However on account of inadequate profits, the Board has not recommended any dividend nor any transfer to reserves.

FUTURE OUTLOOK:

Indian Steel demand growth is expected to remain subdued due to slow down in investments and delayed start-up of industrial projects. However, the automotive / industrial segment, it is expected to grow by 11 to 13% in Financial year 2013-2014. As per world steel forecasts, steel demand in India should grow up by 6.9% in 2013 and the growth should accelerate to 9.4% in 2014.

Your Company has registered increase in sales Turnover as well as Profitability during the year under review. The company is making all efforts to improve the quality of its products, sales network and profitability

FINANCIAL RESOURCES

The company has arrangements with its Banker for cash credit limits of Rs 600 lacs to meets its working capital requirements.

DIRECTORS:

Shri Sanjay Solanki, retires by rotation and being eligible offers himself for re-appointment. The Board recommends his reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act,1956, your Directors state:

1. That the accounting standards to the extent applicable to the Company have been followed in the preparation of the annual accounts and there are no material departures

2. That the accounting policies selected by the Board for the purpose of preparation and presentation of the financial statements have been and are being applied consistently and reasonable and prudent judgments and estimates (wherever applicable) have been made for the said purpose, so as to give a true and fair view of the affairs of the Company as at the end of the financial year under review and of the profit and loss for the said year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

4. That the annual Accounts have been prepared on a going concern basis.

AUDITORS:

Statutory Auditors

M/s. Dagliya & Co, Chartered Accountants, Secunderabad, the Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Board recommends their reappointment.

Cost Auditors

Your Company had reappointed M/s Sagar & Associates, Cost Accountant, Hyderabad, as Cost Auditor, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year ended 31st March, 2013. The report of the Cost Auditor for the Financial Year ended 31st March 2013 is under finalization and will be filed with the MCA within the prescribed period.

LISTING :

The shares of your company are listed on Mumbai and Kolkata Stock Exchanges.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956:

There are no employees whose particulars are required to be disclosed pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS:

During the year under review, the company has not accepted any deposits under Section 58A of the Companies Act 1956 read with Companies ( Acceptance of Deposits) Rules, 1975.

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

Information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of particulars in the report of Board of Directors) Rules 1988, forming part of the Directors Report for the year ended 31st March, 2013 are as follows:

Conservation of Energy: The company''s operations require low energy consumption. Adequate measures are taken to conserve energy wherever possible. The details required are attached herewith.

Technology Absorption:

a. Research & Development There is no specific Research and Development activity carried out by the Company during the year.

b. Technology Absorption NIL

3. Foreign Exchange Earning and Outgo NIL

CORPORATE GOVERNANCE:

The company has implemented the Code for Corporate Governance as stipulated under the revised Clause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed to this report.

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to the laid down standards.

DEMATERIALISATION OF SHARES:

M/s. X.L Softech Services Limited, Hyderabad were appointed as Depository Registrars for dematerialization of shares as well for transfer of physical shares were entrusted to them.

The ISIN of dematerialized share of the Company allotted by NSDL and CDSL is "INE570B01012."

ACKNOWLEDGEMENTS:

The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received from its Bankers, State and Central Governments, the customers, share holders, business associates and employees during the year under review.

On behalf of the Board of Directors

Place: Hyderabad. Sd/-

Date : 31.08.2013 S.B CHACHAN

CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2012

To The Members of Aditya Ispat Limited, Hyderabad

The Directors take pleasure in presenting the Twenty First Annual Report on the affairs of the Company for the financial year 2011-2012 together with the Audited Financial Statements and Report of the Auditors thereon.

BUSINESS PERFORMANCE:

Financial Results:

The overall performance of the Company for the financial year 2011-12 is summarized as under:

( Rs. in Lakhs)

S.No. Particulars 2011-2012 2010-2011

1. Sales ( Gross) 1815.00 1441.50

Less : Excise Duty 133.42 111.10

Sales ( Net) 1681.58 1330.40

2. Other Income 1.56 1.36

Total Revenue 1683.14 1331.76

3. Gross Profit before Finance Costs, Depreciation, & taxation 106.84 82.80

4. Financial Costs 59.52 38.96

5. Depreciation 15.29 12.97

6. Profit before tax 32.03 30.87

Less: Provision for current tax 8.60 4.96

Less : Provision for Deferred Tax 1.28 4.63

Net Profit(loss) after tax 22.15 21.28

Add: Balance from previous year 91.68 70.4

Surplus carried to Balance Sheet 113.83 91.68

BUSINESS REVIEW

During the year 2011-12, the Company has posted a turnover of Rs. 1815.01 lakhs as against Rs. 1441.50 lakhs in the previous year and has earned net profit of Rs. 32.03 lakhs before tax compared to previous year's profit of Rs. 30.87 lakhs. There is an improvement in profitability due to increase in turnover and on account of cost effective means adapted by the management for production. However on account of inadequate profits, the Board has not recommended any dividend nor any transfer to reserves.

FUTURE OUTLOOK:

Indian Steel demand growth is expected to remain subdued due to slowdown in investments and delayed start-up of industrial projects. However,the automotive/industrial segment, it is expected to grow by 11-13% in Financial year 2012-13. As per world steel forecasts, steel demand in India should grow up by 6.9% in 2012 and the growth should accelerate to 9.4% in 2013.

Your Company has registered increase in sales Turnover as well as Profitability during the year under review. The company is making all efforts to improve the quality of its products, sales network and profitability

FINANCIAL RESOURCES

The company has made arrangements with its Banker to enhance cash credit limit from Rs. 400 lacs to Rs. 600 lacs to meet its working capital requirements. This will help Company to boosts its turnover in the coming years.

DIRECTORS:

Shri H.M.Duggar retires by rotation and being eligible offers himself for reappointment. The Board recommends his reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act,1956, your Directors state:

1. That the accounting standards to the extent applicable to the Company have been followed in the preparation of the annual accounts and there are no material departures

2. That the accounting policies selected by the Board for the purpose of preparation and presentation of the financial statements have been and are being applied consistently and reasonable and prudent judgments and estimates (wherever applicable) have been made for the said purpose, so as to give a true and fair view of the affairs of the Company as at the end of the financial year under review and of the profit and loss for the said year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

4. That the annual Accounts have been prepared on a going concern basis.

AUDITORS:

Statutory Auditors

M/s. Dagliya & Co, Chartered Accountants, Secunderabad, the Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Board recommends their reappointment.

Cost Auditors

Your Company have appointed M/s Sagar & Associates, Cost Accountants, Hyderabad, as Cost Auditor, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year ended 31st March, 2012. The due date for filing the Cost Audit Reports is 30th September, 2012.

LISTING :

The shares of your company are listed on Mumbai and Kolkata Stock Exchanges.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956:

There are no employees whose particulars are required to be disclosed pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS:

During the year under review, the company has not accepted any deposits under Section 58A of the Companies Act 1956 read with Companies ( Acceptance of Deposits) Rules, 1975.

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

Information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of particulars in the report of Board of Directors) Rules 1988, forming part of the Directors Report for the year ended 31st March, 2012 are as follows:

1. Conservation of Energy: The company's operations require low energy consumption. Adequate measures are taken to conserve energy wherever possible. The details required are attached herewith.

2. Technology Absorption:

a. Research & Development There is no specific Research and Development activity carried out by the Company during the year.

b. Technology Absorption NIL

3. Foreign Exchange Earning and Outgo NIL

CORPORATE GOVERNANCE:

The company has implemented the Code for Corporate Governance as stipulated under the revised Clause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed to this report.

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to the laid down standards.

DEMATERIALISATION OF SHARES:

M/s. X.L Softech Services Limited, Hyderabad were appointed as Depository Registrars for dematerialization of shares as well for transfer of physical shares were entrusted to them.

The ISIN of dematerialized share of the Company allotted by NSDL and CDSL is "INE570B01012."

ACKNOWLEDGEMENTS:

The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received from its Bankers, State and Central Governments, the customers, share holders, business associates and employees during the year under review.

On behalf of the Board of Directors Sd/-

S.B CHACHAN CHAIRMAN & MANAGING DIRECTOR

Place: Hyderabad. Date : 31st August, 2012

---

Mar 31, 2011

The Members of Aditya Ispat Limited,

Hyderabad

The Directors take pleasure in presenting the Twentieth Annual Report on the affairs of the Company for the financial year 2010-2011 together with the Audited Financial Statements and Report of the Auditors thereon.

BUSINESS PERFORMANCE:

Financial Results:

The overall performance of the Company for the financial year 2010-11 is summarized as under:

( Rs. in Lakhs)

S.No. Particulars 2010-2011 2009-2010

1. Sales ( Gross) 1441.50 1156.30

Less: Excise Duty 111.10 66.85

Sales ( Net) 1330.40 1089.45

2. Other Income 1.36 1.19

Total Revenue 1331.76 1090.64

3. Gross Profit before Interest, Depreciation, & taxation 82.80 48.94

4. Interest/Financial Charges 38.96 15.60

5. Depreciation 12.97 11.20

6. Profit before tax 30.87 22.14

Less: Provision for current tax 5.72 5.69

Less : Provision for Deferred Tax 4.63 1.20

Less :Taxation adjustment for 0.02 (0.01) earlier years

Add : Mat Credit Entitlement Account 0.78 -

Net Profit(loss) after tax 21.28 15.26

Add: Balance from previous year 70.40 55.14

Surplus carried to Balance Sheet 91.68 70.40

BUSINESS REVIEW

During the year 2010-11, the Company has posted a turnover of Rs 1441.50 lakhs as against Rs. 1156.30lakhs in the previous year and has earned a net profit before tax of Rs30.87 lakhs compared to previous year’s profit of Rs.22.14 lakhs.. There is an improvement in profitability due to increased sales and a marginal cost effective means of production. Due to the inadequate profits, the Board has not recommended any dividend nor any transfer to reserves.

FUTURE OUTLOOK:

Steel Market is facing a demand crunch due to recessionary trends started.However, due to increased Govt. spending in infrastructure and Capital Projects as well as improvement in automobile sector, the demand for Bright Steel Bars is bound to pick-up gradually.

Your Company has registered increase in sales Turnover as well as Profitability during the year under review. The company is making all efforts to improve the quality of its products, sales network and profitability

FINANCIAL RESOURCES

The company has made preferential issue of convertible warrants amounting to Rs.25 lakhs (excluding Premium) to the promoter group to meet the working capital requirements and proposes to further make a Preferential issue of convertible warrants amounting to Rs.25 lakhs (excluding Premium if any) to meet the working capital requirements. The Board has placed relevant resolution before the members in this regard.

DIRECTORS:

Shri Swamy S.B.Das retires by rotation and being eligible offers himself for reappointment. The Board recommends his reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act,1956, your Directors state:

1. That the accounting standards to the extent applicable to the Company have been followed in the preparation of the annual accounts and there are no material departures

2. That the accounting policies selected by the Board for the purpose of preparation and presentation of the financial statements have been and are being applied consistently and reasonable and prudent judgments and estimates (wherever applicable) have been made for the said purpose, so as to give a true and fair view of the affairs of the Company as at the end of the financial year under review and of the profit and loss for the said year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

4. That the annual Accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Dagliya & Co, Chartered Accountants, Secunderabad, the Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Board recommends their reappointment.

Comment on Auditors Observation:-

The observations of the Auditors read with the Notes on Accounts are self explanatory and do not require any comments from the Directors.

LISTING :

The shares of your company are listed on Mumbai and Kolkata Stock Exchanges.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956:

There are no employees whose particulars are required to be disclosed pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS:

During the year under review, the company has not accepted any deposits under Section 58A of the Companies Act 1956 read with Companies ( Acceptance of Deposits) Rules, 1975.

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

Information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of particulars in the report of Board of Directors) Rules 1988, forming part of the Directors Report for the year ended 31st March, 2011 are as follows:

Conservation of Energy: The company’s operations require low energy consumption. Adequate measures are taken to conserve energy wherever possible. The details required are attached herewith.

Technology Absorption:

a. Research & Development There is no specific Research and Development activity carried out by the Company during the year.

b. Technology Absorption NIL

c. Foreign Exchange Earning and Outgo NIL

CORPORATE GOVERNANCE:

The company has implemented the Code for Corporate Governance as stipulated under the revised Clause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed to this report.

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to the laid down standards.

DEMATERIALISATION OF SHARES:

M/s. X.L Softech Services Limited, Hyderabad were appointed as Depository Registrars for dematerialization of shares and for physical shares also the transfer work was entrusted to them.

The ISIN of dematerialized share of the Company allotted by NSDL and CDSL is “INE570B01012.”

ACKNOWLEDGEMENTS:

The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received from its Bankers, State and Central Governments, the customers, share holders, business associates and employees during the year under review.

On behalf of the Board of Directors Sd/- S.B CHACHAN CHAIRMAN & MANAGING DIRECTOR

Place: Hyderabad. Date : 30.08.2011

---

Mar 31, 2010

The Directors take pleasure in presenting the Nineteenth Annual Report on the affairs of the Company for the financial year 2009-2010 together with the Audited Financial Statements and Report of the Auditors thereon.

BUSINESS PERFORMANCE:

Financial Results:

The overall performance of the Company for the financial year 2009-10 is summarized as under:

( Rs. in Lakhs)

S. No. Particulars 2009-2010 2008-2009

1. Sales ( Gross) 1156.31 1051.86

Less : Excise Duty 66.85 98.97

Sales ( Net) 1089.45 952.89

2. Other Income 2.87 7.63

Total Revenue 1092.32 960.52

3. Gross Profit before Interest,

Depreciation, & taxation 48.94 42.05

4. Interest/Financial Charges 15.60 12.85

5. Depreciation 11.20 9.80

6. Profit before tax 22.14 19.40

Less: Provision for current tax 5.69 5.59

Less : Provision for Deferred Tax 1.20 (1.33)

Less Taxation adjustment for earlier years (0.01) (0.01)

Net Profit(loss) after tax 15.26 15.15

Add: Balance from previous year 55.14 39.99

Surplus carried to Balance Sheet 70.40 55.14

BUSINESS REVIEW

During the year under consideration your company has posted a turnover of Rs 1156.31 lakhs as against earlier years turnover of Rs. 1051.86 lakhs and has earned a net profit of Rs 22.14 lakhs compared to previous years profit of Rs. 19.40 lakhs.. There is an improvement in profitability and turnover during the year under consideration. Due to inadequate profits, the Board has not recommended any dividend nor any transfer to reserves.

FUTURE OUTLOOK:

Following the worst global economic recession of two years, the world seems to be regaining economic stability. The growth rate of developing world viz. China, India and Brazil have registered higher levels of economic growth with robust domestic market. The demand of steel in automotive products, engineering products, building construction and infrastructure projects has already started picking up. Therefore the companys product Bright Steel Bars will be in good demand.

FINANCIAL RESOURCES

The company has made an arrangement with its Banker to enhance cash credit limits from Rs.150 lacs to Rs. 400 lacs to meet its working capital requirements. This will help company to achieve higher turnover in the coming years.

DIRECTORS:

Mr. Sanjay Solanki, retires by rotation and being eligible offers himself for reappointment. The Board recommends his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act,1956, your Directors state:

1. That the accounting standards to the extent applicable to the company have been followed in the preparation of the annual accounts and there are no material departures

2. That the accounting policies selected by the Board for the purpose of preparation and presentation of the financial statements have been and are being applied consistently and reasonable and prudent judgments and estimates (wherever applicable) have been made for the said purpose, so as to give a true and fair view of the affairs of the company as at the end of the financial year under review and of the profit and loss for the said year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

4. That the annual Accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Dagliya & Co, Chartered Accountants, Secunderabad, the Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Board recommends their reappointment.

Comment on Auditors Observation:

The observations of the Auditors read with the Notes on Accounts are self explanatory and do not require any comments from the Directors.

LISTING :

The shares of your company are listed on Mumbai and Kolkata Stock Exchanges.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956:

There are no employees whose particulars are required to be disclosed pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS:

During the year under review, the company has not accepted any deposits under Section 58A of the Companies Act 1956 read with Companies ( Acceptance of Deposits) Rules, 1975.

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

Information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of particulars in the report of Board of Directors) Rules 1988, forming part of the Directors Report for the year ended 31st March, 2010 are as follows:

Conservation of Energy: The companys operations require low energy consumption. Adequate measures are taken to conserve energy wherever possible. The details required are attached herewith.

Technology Absorption:

a. Research & Development There is no specific Research and Development

activity carried out by the Company during the year.

b. Technology Absorption NIL

Foreign Exchange :

Earnings and Outgo NIL

CORPORATE GOVERNANCE:

The company has implemented the Code for Corporate Governance as stipulated under the revised Clause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed to this report.

CODE OF CONDUCT

The company has adopted a uniform code of conduct for directors and senior management and above officers level to ensure ethical standards and ensure compliance to the laid down standards.

DEMATERIALISATION OF SHARES:

M/s. X.L Softech Services Limited, Hyderabad were appointed as Depository Registrars for dematerialization of shares as well for transfer of physical shares also.

The ISIN of dematerialized share of the Company allotted by NSDL and CDSL is "INE570B01012."

ACKNOWLEDGEMENTS:

The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received from its Bankers, State and Central Governments, the customers, share holders, business associates and employees during the year under review.

On behalf of the Board of Directors

Place: Hyderabad.

Date : 31.08.2010 S.B CHACHAN

CHAIRMAN & MANAGING DIRECTOR