Ashiana Ispat Ltd

Financial snapshot

• Standalone turnover 195,672.50 Lakhs; PAT 3,579.10 Lakhs; EPS 44.94.
• Total assets 21,434.10 Lakhs; Net worth 2,783.97 Lakhs.
• Auditor qualified opinion due to balance confirmations pending.

Audit qualifications & uncertainties

• Trade payables 7,828.49 Lakhs and trade receivables 13,143.13 Lakhs pending confirmations.
• Advances to suppliers 3,440.05 Lakhs; unsecured loans 319.33 Lakhs pending reconciliation.
• Advances to suppliers 3,616.95 Lakhs unsupported by documents.
• Loans to banks/NBFCs 1,430.50 Lakhs NPAs; recovery proceedings ongoing.
• Interest expense not recognised on loans 545.49 Lakhs.
• SEBI fines 14.02 Lakhs; trading restrictions for two quarters.
• Material uncertainty related to going concern due to NPA status and trademark order.

Going concern & management view

• Asset-light model; FY2025-26 turnover 191,623.03 Lakhs under outsourcing contracts.
• Delhi High Court order restricts trademark use; operations suspended from April 2026; appeal in progress.
• Management confident of continuation via brand restoration or alternative arrangements.

Strategic & operational developments

• Asset-light strategy; divested major fixed assets; turnover 191,623.03 Lakhs.
• Dubai entity AL Kamdhenu Gold L.L.C-FZ being formed; formation costs 16.42 Lakhs.
• One-Time Settlement with Yes Bank: 608.54 Lakhs settled at 560.00 Lakhs; gain 48.54 Lakhs.
• CIRP-related receivables and ECL provisions reflected in results.

Inventory, losses & NRV

• Inventory relocation total 2,096.81 Lakhs; 84.38 Lakhs non-transferable; 82.27 Lakhs theft/shortage.
• 1,835.23 Lakhs inventory transferred; 94.93 Lakhs balance in transit.
• NRV write-down on inventories 139.88 Lakhs.
• Theft at Bhiwadi plant 19.11.2025; losses 82.27 Lakhs inventory; 1.86 Lakhs PPE.

Governance & other updates

• Extraordinary General Meeting on 25 Mar 2026 approved removal of Ms. Darshan as Director.

Financial results and statements

• Standalone Audited results for quarter and year ended 31 March 2026 approved.
• Audited standalone financial statements adopted: Balance Sheet, P&L, Cash Flow, Changes in Equity, notes.
• Audit report contains a Qualified Opinion; board accepted management replies.
• Related Party Transactions for half-year ended 31 March 2026 disclosed.
• Delay in approval due to ongoing additional audit procedures.

Audit matters and regulatory disclosures

• Submission to stock exchange includes audited results, auditor report with qualification.
• Pending balance confirmations from trade receivables, payables, suppliers, and lenders.
• Verification of advances to suppliers ongoing.
• Physical verification of inventories during relocation to new premises.
• Going concern uncertainties arising from pending NPAs and legal proceedings.

Purpose of EGM

• Appointment of directors including Managing Director
• Removal of a director
• Approval of related party transactions

Summary of Resolutions

• Resolution 1: Ordinary resolution to appoint Mr. Tarun Jain as Director
• Resolution 2: Ordinary resolution to appoint Mr. Vicky Jain as Director
• Resolution 3: Special resolution to appoint Mrs. Sarita Jain as Director
• Resolution 4: Ordinary resolution to appoint Mr. Naresh Chand as Managing Director
• Resolution 5: Ordinary resolution to remove Ms. Darshan as Director
• Resolution 6: Special resolution to approve related party transactions

Voting Outcome

• All resolutions approved with 100% votes in favor where voting occurred
• No votes against any resolution
• Mr. Tarun Jain, Mr. Vicky Jain, Mrs. Sarita Jain, and Mr. Naresh Chand voted on their own appointments

Shareholding and Control Impact

• No promoter or promoter group interest in resolutions except director appointments
• Votes by interested directors counted as valid except for related party transaction resolution
• Shares of interested parties excluded for related party transaction resolution voting

Board and Management Changes

• Four new directors appointed including one Managing Director
• One director removed from office

Purpose of EGM

• Appointment and removal of directors
• Approval of related party transactions

Resolutions Passed

• Ordinary resolution to appoint Mr. Tarun Jain as director
• Ordinary resolution to appoint Mr. Vicky Jain as director
• Special resolution to appoint Mrs. Sarita Jain as director
• Special resolution to appoint Mr. Naresh Chand as managing director
• Ordinary resolution to remove Mrs. Darshan as director
• Special resolution to approve related party transactions

Voting Outcome

• All resolutions passed with requisite majority

Board Changes

• Four directors appointed including one managing director
• One director removed

Strategic Update

• Company reports significant performance improvement post strategic partner onboarding
• Established AL KAMDHENUGOLD L.L.C-FZ in Dubai for GCC expansion and R&D

Governance Decisions

• Board reviewed Ms. Darshan's reply to removal notice as Director, containing extraneous and defamatory statements.
• Board decided not to circulate Ms. Darshan's reply to shareholders, citing no statutory obligation.

Strategic Initiatives and Risk Assessment ️

• Board assigned market research agency to analyze geopolitical impact on steel industry, including supply chain and energy price risks.
• Research scope includes raw material diversification, energy hedging, green steel investments, and expansion in India, ASEAN, and MENA.
• Board supported strategic initiative to position company for future global steel market opportunities.

Board Appointments and Removals

• Mr. Tarun Jain appointed Director, liable to retire by rotation; promoters interested.
• Mr. Vicky Jain appointed Director, liable to retire by rotation; no promoter interest.
• Mrs. Sarita Jain appointed Director, liable to retire by rotation; promoters interested.
• Ms. Darshan removed as Director due to operational and financial challenges; no promoter interest.

Managing Director Re-appointment

• Mr. Naresh Chand re-appointed Managing Director for 3 years from 19.01.2026; remuneration approved; promoter interested.

Related Party Transactions

• Approval granted for related party transactions with AL KAMDHENU GOLD Pvt Ltd and V-Square Services Pvt Ltd; some directors interested.
• Transactions involve media services and manpower supply, conducted at arm’s length in ordinary course of business.

Strategic Impact and Governance ️

• Leadership changes and related party approvals aim to improve governance, operational efficiency, and business turnaround.
• Director removals and appointments intended to enhance board professionalism and company sustainability.

🗓️ Meeting Details

• Board meeting scheduled for February 14, 2026, at 3:00 PM at the corporate office in New Delhi.

📍 Key Agenda Items

• Approval of unaudited financial statements for the quarter ended December 31, 2025.
• Consideration of the limited review report for the quarter ended December 31, 2025.