To The Members of
Aditya Forge Limited
Your Directors take pleasure in presenting their report on the business and operations
of your Company along with Audited Financial Statements for the year ended on March 31,
2026.
Financial Performance
(Rs. in Lakhs)
| Particulars |
F.Y. 2025-26 |
F.Y. 2024-25 |
| Revenue from Operations |
- |
326.06 |
| Other Income |
- |
1032.76 |
| Total Income |
- |
1358.82 |
| Operating Expenditure before Finance Cost, Depreciation and Amortization |
9.49 |
585.00 |
| Earnings before Finance Cost, Depreciation and Amortization |
(9.49) |
773.81 |
| Less: Finance Cost |
0.48 |
1.19 |
| Depreciation and Amortization Expenses |
- |
0.16 |
| Profit/(Loss) before Tax |
(9.97) |
772.46 |
| Less: Tax Expense |
(23.02) |
73.12 |
| Profit/(Loss) after Tax (PAT) |
13.05 |
699.34 |
Review of Performance
In the financial year 2025-26, the Company has not generated any revenue from
operations compared to Rs. 326.06 Lakhs to that of previous financial year 2024-25. The
Company has earned profit after tax of Rs. 13.05 Lakhs during the financial year 2025-26
as compared to profit of Rs. 699.34 Lakhs in the financial year 2024-25.
The Board of Directors expects a growth in the Revenue from Operations and ultimately
an increase in the Net Profit over the upcoming Financial Years.
Dividend
Your directors regret to recommend any dividend for the year 2025-26.
Transfer to Reserves
During the year, the Company has not apportioned any amount to other reserve. The
profit earned during the year has been carried to the Balance Sheet.
Change in Nature of Business
During the year under review, there is no change in the Nature of business activities
carried out by the Company. However the Company has recently ventured into a new segment
involving undertaking contracting work in the real estate sector.
Changes to Share Capital
Authorized, Issued, Subscribed and Paid-up share capital:
At present the Authorized Share Capital of the Company stands at Rs. 6,00,00,000/-
divided into 60,00,000 Equity Shares of Rs. 10/- each and the Paid-up Share Capital stands
at Rs. 4,30,86,000/- divided into 43,08,600 Equity Shares of Rs.10/- each fully paid-up.
There has been no change in the Equity Share Capital during the year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board
During the Financial Year 2025-26, the Board of the Company comprises of four Directors
out of which one is Executive Director, one is Non-Executive Director and rest of the
Directors are Non-Promoter Non-Executive Independent Directors.
As on the date of this report, the Board comprises following Directors.
|
|
|
No. of Committee^ |
| Name of Director |
Category Cum Designation |
Date of Appointment |
Total Directorship in other Companies |
in which Director is Member |
in which Director is Chairman |
No. of Shares held as on March 31, 2026 |
| Mr. Nitin Rasiklal Parekh |
Managing Director |
February 27, 1992 |
1 |
0 |
0 |
663900 Equity Shares |
| Mr. Kiran Bhartabhai Mistri |
Independent Director |
July 27, 2024 |
4 |
8 |
0 |
0 |
| Mr. Heera Lal Kumhar |
Independent Director |
September 02, 2024 |
3 |
4 |
2 |
0 |
| Mrs. Ruta Rohankumar Soni> |
Additional Non-Executive Director |
October 08, 2025 |
3 |
4 |
2 |
0 |
| Ms. Priyanka Sharma# |
Non-Executive Director |
September 02, 2024 |
1 |
- |
- |
0 |
#Resigned w.e.f October 08,2025 >Appointed w.e.f October 08, 2025
~ Excluding Section 8 Company, struck off Company, Amalgamated Company and LLPs.
^Committee includes Audit Committee and Stakeholders Relationship Committee across all
Public Companies.
None of the Directors of Board is a member of more than ten Committees or Chairman of
more than five committees across all the Public companies in which they are Director. The
necessary disclosures regarding Committee positions have been made by all the Directors.
Further, none of the Directors of the Company is disqualified for being appointed as a
Director pursuant to Section 164 (2) of the Companies Act, 2013.
None of the Director of the Company is serving as a Whole-Time Director in any Listed
Company and is holding position of Independent Director in more than 3 Listed Companies.
None of the Director of the Company is holding position as Independent Director in more
than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for
being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.
Board Meeting
Regular meetings of the Board are held at least once in a quarter, inter-alia, to
review the quarterly results of the Company. Additional Board meetings are convened to
discuss and decide on various business policies, strategies and other businesses. During
the year under review, Board of Directors of the Company met 08 (Eight) times viz; May 15
2025, August 14 2025, September 03 2025, October 08 2025, November 04 2025, November 14
2025, December 17 2025 and February 12 2026.
The details of attendance of each Director at the Board Meeting and Annual General
Meeting are given below;
| Name of Director |
Mr. Nitin Rasiklal Parekh |
Mr. Kiran Bhartabhai Mistri |
Mr. Heera Lal Kumhar |
Mrs. Ruta Rohankumar Soni* |
Ms. Priyanka Sharma# |
| Number of Board Meeting held |
08 |
08 |
08 |
04 |
03 |
| Number of Board Meetings Eligible to attend |
08 |
08 |
08 |
04 |
03 |
| Number of Board Meeting attended |
08 |
08 |
08 |
04 |
03 |
| Presence at the previous AGM |
Yes |
Yes |
Yes |
No |
Yes |
*Appointed w.e.f October 08, 2025
# Resigned w.e.f October 08, 2025
Changes in Directors
During the Financial year 2025-26, Ms. Priyanka Sharma resigned from the Board w.e.f
October 08, 2025.
Further Mrs. Ruta Rohankumar Soni was appointed as an Additional Non - Executive
Professional Director of the Company w.e.f. October 08, 2025. Further the Board recommends
the regularization of the Mrs. Ruta Rohankumar Soni at the ensuing Annual General Meeting
("AGM"), considering his qualifications, expertise, experience and valuable
contribution to the deliberations and functioning of the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and
Secretarial Standard II on General Meeting, of the persons seeking appointment as
Independent Director is annexed to the Notice convening the 33rd annual general meeting.
Information on Directorate
In accordance with the provisions of the Articles of Association and Section 152 of the
Companies Act 2013, Mr. Nitin Rasiklal Parekh, Managing Director of the Company, retires
by rotation at the ensuing Annual General Meeting. He, being eligible, offers himself for
re-appointment as such. The Board of Directors recommends his appointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and
Secretarial Standard II on General Meeting, of the person seeking re-appointment as
Director is annexed to the Notice convening the 33rd annual general meeting.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on
date of this report, the Company has two Non-Promoter Independent Directors in line with
the Companies Act, 2013. A separate meeting of Independent Directors was held on February
12, 2026 to review the performance of Non-Independent Directors and Board as whole and of
the chairman and assess the quality, quantity and timeliness of flow of information
between Company Management and Board. The terms and conditions of appointment of
Independent Directors and Code for Independent Director are incorporated on the website of
the Company at www.adityaforge.com. The Company has received necessary declaration from
each independent director under Section 149 (7) of the Companies Act, 2013 that they meet
the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.
Details of Key Managerial Personnel
During the Financial Year under review 2025-26, Ms. Prachi Nahar has resigned as the
Company Secretary and Compliance Officer of the company w.e.f. June 05, 2025. Further Ms.
Priyanka Bakhtyarpuri has appointed as Company Secretary and Compliance Officer of the
company w.e.f. December 17, 2025.
During the Financial Year under review 2025-26, the Company has Mr. Nitin Rasiklal
Parekh as a Managing Director, and Mr. Yogeshkumar Sumanlal Pujara as Chief Financial
Officer; and Ms. Priyanka Bakhtyarpuri Company Secretary and Compliance Officer, acting as
Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act.
o The performance of the board was evaluated by the board, after seeking inputs from
all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc. o The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. o The board and the nomination and remuneration
committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the performance of chairman was
also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of
non-independent directors, performance of the board as a whole and performance of the
chairman, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
Directors Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2026, the applicable
accounting standards have been followed and that no material departures have been made
from the same; b) 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 at the end of the
financial year and of the profit or loss of the Company for that year; c) The Directors
had 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 fraud and other irregularities; d) The
Directors had prepared the annual accounts for the year ended March 31, 2026 on going
concern basis. e) The Directors had laid down the internal financial controls to be
followed by the Company and that such Internal Financial Controls are adequate and were
operating effectively; and f) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
COMMITTEES OF BOARD
Your Company has constituted several Committees in compliance with the requirements of
the relevant provisions of applicable laws and statutes, details of which are given
hereunder.
1. Audit Committee
Audit Committee meeting is generally held once in quarter for the purpose of
recommending the quarterly/half yearly/yearly financial results and the gap between two
meetings did not exceed one hundred and twenty days. The Audit Committee met 4 (Four)
times during the financial year 2025-26 viz; May 15, 2025, August 14, 2025, November 14,
2025, and February 12, 2026.
The composition of the Committee and the details of meetings attended by its members
are given below:
|
|
|
Number of Committee meetings during the financial year
2025- 26 |
| Name of Director |
Category |
Designation |
Held |
Eligible to attend |
Attended |
| Mr. Heera Lal Kumhar |
Independent Director |
Chairman |
4 |
4 |
4 |
| Mr. Kiran Bhartabhai Mistri |
Independent Director |
Member |
4 |
4 |
4 |
| Mrs. Ruta Rohankumar Soni* |
Non- Executive Director |
Member |
4 |
2 |
2 |
| Ms. Priyanka Sharma# |
Non- Executive Director |
Member |
4 |
2 |
2 |
*Appointed w.e.f October 08, 2025 # Resigned w.e.f October 08, 2025 Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at www.adityaforge.com.
2. Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line with the
provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee
meetings are generally held for identifying the person who is qualified to become
Directors and may be appointed in senior management and recommending their appointments
and removal. During the year under review, the Nomination and Remuneration Committee met 3
(Times) times during the financial year 2025-26 viz; September 03 2025, October 08 2025,
and December 17 2025, to recommend the appointment of Director and KMPs and to review the
performance of Directors of the Company.
The composition of the Committee and the details of meetings attended by its members
are given below:
|
|
|
Number of Committee meetings during the financial
year 2025- 26 |
| Name of Director |
Category |
Designation |
Held |
Eligible to attend |
Attended |
| Mr. Heera Lal Kumhar |
Independent Director |
Chairman |
3 |
3 |
3 |
| Mr. Kiran Bhartabhai Mistri |
Independent Director |
Member |
3 |
3 |
3 |
| Mrs. Ruta Rohankumar Soni* |
Non- Executive Director |
Member |
3 |
1 |
1 |
| Ms. Priyanka Sharma# |
Non- Executive Director |
Member |
3 |
1 |
1 |
*Appointed w.e.f October 08, 2025
# Resigned w.e.f October 08, 2025
Nomination and Remuneration Policy
The Company has, in order to attract motivated and retained manpower in competitive
market and to harmonize the aspirations of human resources consistent with the goals of
the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on
Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.
Key points of the Policy are:
A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management
Personnel
The policy is formulated to identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, KMP and Senior
Management personnel and recommend to the Board for his / her appointment. A person should
possess adequate qualification, expertise and experience for the position he/ she is
considered for appointment. In case of appointment of Independent Director, the Committee
shall satisfy itself with regard to the independent nature of the Director vis-a-vis the
Company so as to enable the Board to discharge its function and duties effectively.
B. Policy on remuneration of Director, key managerial personnel and senior management
personnel
The Company remuneration policy is driven by the success and performance of the
Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company
philosophy is to align them and provide adequate compensation with the Objective of the
Company so that the compensation is used as a strategic tool that helps us to attract,
retain and motivate highly talented individuals who are committed to the core value of the
Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is
placed on the website of the Company at www.adityaforge.com.
3. Stakeholders' Grievances and Relationship Committee
The Company has constituted Stakeholder's Grievance & Relationship Committee mainly
to focus on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer
/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc. During the year under review, Stakeholders Relationship
Committee met 1 (One) time during the financial year 2025-26 viz; September 03 2025.
The composition of the Committee and the details of meetings attended by its members
are given below:
|
|
|
Number of Committee meetings during the financial year |
| Name of Director |
Category |
Designation |
Held |
2025- 26 Eligible to attend |
Attended |
| Mr. Heera Lal Kumhar |
Independent Director |
Chairman |
1 |
1 |
1 |
| Mr. Kiran Bhartabhai Mistri |
Independent Director |
Member |
1 |
1 |
1 |
| Mrs. Ruta Rohankumar Soni* |
Non- Executive Director |
Member |
1 |
0 |
0 |
| Ms. Priyanka Sharma# |
Non- Executive Director |
Member |
1 |
1 |
1 |
*Appointed w.e.f October 08, 2025 # Resigned w.e.f October 08, 2025 Public Deposits
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were
no deposits, which were claimed and remained unpaid by the Company as on 31st March, 2026.
Risk Management
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
Sexual Harassment of Women at Workplace
To foster a positive workplace environment, free from harassment of any nature, the
company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework,
through which we address complaints of sexual harassment at the all workplaces of the
Company. Our policy assures discretion and guarantees non-retaliation to complainants. We
follow a gender-neutral approach in handling complaints of sexual harassment and we are
compliant with the law of the land where we operate. The Company has setup an Internal
Complaints Committee (ICC) for redressal of Complaints.
| a. |
Number of complaints of Sexual Harassment received in the Year |
Nil |
| b. |
Number of Complaints disposed off during the year |
Nil |
| c. |
Number of cases pending for more than ninety days |
Nil |
MATERNITY BENEFIT ACT 1961
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to ligible women employees
during the year.
Management Discussion and Analysis Report
Your attention is drawn to the perception and business outlook of your management for
your company for current year and for the industry in which it operates including its
position and perceived trends in near future. The Management Discussion and Analysis
Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 is attached and forms part of this Directors Report.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the
Annual Return as on March 31, 2026 is available on the Company's website at
www.adityaforge.com.
Contracts and Arrangements with Related Parties
All the related party transactions are entered on arm's length basis, in the ordinary
course of business and are in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel, etc. which may have potential
conflict with the interest of the Company at large or which warrants the approval of the
shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of
Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However,
the details of transactions with Related Parties are provided in the Company's financial
statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions.
The policy on Related Party Transactions as approved by the Board is available on
website of the company.
Material changes and commitment affecting financial position of the Company
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year of the Company and the date
of this report.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
A. CONSERVATION OF ENERGY i.) The steps taken or impact on conservation of energy:
None ii.) The steps taken by the Company for utilizing alternate sources of energy: None
iii.) The capital investment on energy conservation equipment: None
B. TECHNOLOGY ABSORPTION i.) The effort made towards technology absorption: None
ii.) The benefit derived like product improvement, cost reduction, product development or
import substitution: None iii.) In case of imported technology (imported during the last
three years reckoned from the beginning of the financial year) - a. The details of
technology imported: None b. The year of import: None c. Whether the
technology has been fully absorbed: None d. If not fully absorbed, areas where
absorption has not taken place, and the reasons thereof: None iv.) The expenditure
incurred on Research and Development: None
C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE: i.) Details of Foreign Exchange
Earnings: Nil ii.) Details of Foreign Exchange Expenditure: Nil
Disclosure of Remuneration
The Company has not paid any remuneration to Directors of the Company and accordingly
disclosures for remuneration are not provided.
Internal financial control
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Company has appointed Internal Auditors with adequate
experience and expertise in internal controls, operating system and procedures. The
Internal Auditor reviews the adequacy of internal control system in the Company, its
compliance with operating systems and laid down policies and procedures. Based on the
report of internal auditor, process owners undertake corrective actions in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
Maintenance of cost records:
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records
and audits) Rules, 2014, the Company is not required to maintain the cost records and
accordingly the Company has not maintained the Cost record.
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules
made thereunder, M/S. M A A K & Associates, Chartered Accountants, Firm Registration
Number: 135024W, were appointed as Statutory Auditors of the Company to hold office for
the Financial year 2023-24, 2024-25, 2025-26, 2026-27 and 2027-28 i.e. from the conclusion
of 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting to
be held in the year 2028.
The Auditors' Report given by the Auditors on the financial statement of the Company is
part of this Annual Report. There have been few qualifications given by the Statutory
Auditors in their Report to which Board of Directors submits as under:
| Sr. No. |
Observation |
Managements Reply |
| 1. |
We have not been provided with the balance confirmation or any other details for the,
trade payable, loans and advances, receivable/ payable shown in the books of accounts. In
the absence of the same we are unable to confirm the balance and nature of transaction. |
The Company is in the process of obtaining and compiling the necessary balance
confirmations and supporting details from the respective parties in respect of trade
payables, loans and advances, and receivables/payables. The management shall make
reasonable efforts to obtain the requisite confirmations and supporting documents and
reconcile the outstanding balances with the books of accounts. Necessary adjustments, if
any, arising from such reconciliation will be considered in the books of accounts in
accordance with the applicable accounting principles. |
| 2. |
We draw attention to Note No. 5 of accompanying financial result, which describe the
uncertainties relating to income tax notice received by company for which the ultimate
outcome of these matters cannot be presently determined, and no provision has been made in
the financial statements for any liability that may arise in this regard |
The management is taking appropriate steps to address the income tax notice and is in
the process of evaluating the matter. The Company believes that no provision is presently
required, as the ultimate outcome of the matter cannot be determined at this stage. |
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. ALAP & Co. LLP, Practicing Company Secretary, Ahmedabad (Firm
Registration No. L2023GJ013900; Peer Review No. 5948/2024), to undertake the Secretarial
Audit of the Company for the financial year 2025-26. The Secretarial Audit Report is
annexed herewith as Annexure - A.
There have been few qualifications given by the Secretarial Auditor in their Report.
| Sr. No. |
Observation |
Managements Reply |
| 1. |
Company had not appointed Internal Auditor during the year under review . |
The Management has taken note of the matter and is in the process of taking
appropriate steps to ensure compliance with the applicable provisions of the Companies
Act, 2013 and the rules made thereunder. |
| 2. |
The Entire Shareholding of Promoter and Promoter Group was not in dematerialized form
during the Period under review. |
The Management would like to bring to your kind attention that the concerned
shareholders have been duly informed and the process for demat is actively underway in
coordination with our Registrar and Transfer Agent (RTA). We anticipate completing this
process shortly and will ensure that the updated and compliant shareholding pattern is
submitted accordingly in the upcoming quarter. |
| 3. |
Company had delayed in filing few compliances under several Regulations of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 during the year under
review |
The Management would like to bring to your kind attention that the Company has been
regularly complying with the applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and submitting the requisite
filings/disclosures within the prescribed timelines. However, due to inadvertent
oversight, certain filings/disclosures were submitted with minor delays during the year
under review. The delays were procedural in nature and there was no intentional
non-compliance on the part of the Company. The Management has taken note of the matter and
has strengthened its internal compliance monitoring mechanism to ensure timely filing of
all applicable compliances going forward. |
| 4. |
Certain e-forms and documents required to be filed by the Company with the Registrar
of Companies under the Companies Act, 2013 have not been filed as on the date of this
report, while certain other e-forms and documents have been filed with delay along with
the applicable additional fees. |
Management would like to bring to your kind attention that the Company is regularly
submitting all the requisite e form with RoC. However, due to oversight, certain e-forms
have been submitted with additional fees with minor delays and as on date all the filings
have been completed. |
| 5. |
The capturing of some of the UPSI entries in the SDD Software has been done with a
delay from |
Management would like to bring to your kind attention that the Company is regularly
making UPSI entries in the SDD Software. However, due to oversight, |
Corporate Governance
Your Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the
provisions of certain regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance, although few of the information are provided in this
report of Directors under relevant heading.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
Proceedings initiated/pending against your company under the Insolvency and Bankruptcy
Code, 2016
There are no proceedings initiated / pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the Business of the Company.
Details of difference between valuation amount on one time settlement and valuation
while availing loan from banks and financial institutions
During the year under review, there has been no one time settlement of loans taken from
banks and financial institution.
Compliance with the provisions of SS 1 and SS 2
The 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 complied
by your Company.
General Disclosure
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions occur on these items during the year under review;
(i) Details relating to deposits covered under Chapter V of the Act; (ii) Issue of
Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS; (iv) Annual Report and other compliances on Corporate Social
Responsibility; (v) There is no revision in the Board Report or Financial Statement;
(vi) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and company's operations in future; (vii)
Information on subsidiary, associate and joint venture companies.
Acknowledgment
Your company & Directors wish to place on record their appreciation of the
assistance and co-operation extended by Investors, Bankers, Business Associates, and
Government. We are deeply grateful to shareholders for their continued faith, confidence
and support to the company.
| Registered office: |
|
By order of the Board of Directors |
| T-4, Shreeji Astha Avenue Ellora Park, Alkapuri, |
|
For, ADITYA FORGE LIMITED |
| Vadodara, Gujarat, India, 390007 |
|
CIN: L68200GJ1992PLC017196 |
|
Mr. Ruta Rohankumar Soni |
Nitin Rasiklal Parekh |
| Place: Vadodara |
Director |
Managing Director |
| Date: 14/08/2026 |
DIN: 02371504 |
DIN: 00219664 |
|