Ashiana Ispat Limited's Board of Directors concluded a significant meeting on January 15, 2026, approving multiple strategic decisions that mark important developments for the steel manufacturing company. The board session, which commenced at 3:00 PM and concluded at 4:15 PM, addressed key corporate governance matters and leadership transitions under Regulation 30 of SEBI (LODR) Regulations, 2015.

Share Purchase Agreement Approval

The board approved a Share Purchase Agreement (SPA) between the existing management/promoters and a strategic partner for the transfer of shares on an offline basis. This transaction remains subject to compliance with applicable provisions of the Companies Act, 2013, SEBI Regulations, and approvals from concerned authorities wherever required.

Leadership Appointments and Changes

The meeting witnessed significant changes in the company's leadership structure with new appointments across key positions.

New Director Profile

Mr. Tarun Jain brings substantial entrepreneurial experience as a visionary leader of the Legend Group's diverse ventures spanning real estate, entertainment, retail, and steel sectors. His appointment strengthens the board with his strategic business partnership experience and expertise in helping companies expand operations on a pan-India basis. Mr. Jain holds a B.Com (Hons) from Delhi University and an MBA (Finance) from IMT Ghaziabad. The board confirmed he is not related to any existing directors and is not debarred from holding directorship by SEBI or other authorities.

CFO Transition Details

Mr. Shakti Sharma assumes the CFO role with over 12 years of comprehensive finance leadership experience across accounting, taxation, compliance, audits, and strategic financial management. As a CA Finalist, he brings hands-on exposure across multi-industry group structures including Pharmaceuticals, Hospitality, Travel, E-commerce, Interior Decoration, Real Estate, and Government entities. His appointment follows the resignation of Mr. Ravindra Kumar Jain, whose resignation letter dated January 12, 2026, was accepted effective January 15, 2026.

Regulatory Compliance

All decisions were made pursuant to Regulation 30 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has informed BSE Limited of these developments, with the stock trading under scrip code 513401. Ashiana Ispat Limited operates from its registered office and works at A-1116, RIICO Industrial Area, Phase-III, Bhiwadi-301019, Distt. Alwar (Rajasthan), with corporate offices in New Delhi.

Ashiana Ispat Limited has announced its annual financial results for FY25, revealing a substantial net loss of ₹4,669.38 crores compared to a profit of ₹147.18 crores in the previous fiscal year. The company's statutory auditors, Khiwani Sood & Associates, issued a qualified audit opinion under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Performance Overview

The company's financial performance deteriorated significantly during FY25, with total income declining to ₹14,597.86 crores from ₹32,446.87 crores in the previous year. Revenue from operations dropped substantially to ₹14,153.53 crores compared to ₹32,181.60 crores in FY24.

Operational Challenges and Asset Impairment

The company faced significant operational disruptions during FY25, with production coming to a complete standstill at the end of the second quarter. This shutdown resulted from the relocation of certain plant sections to the company's own land, requiring substantial modifications that disrupted iron bar production.

Due to the prolonged production disruption, the company assessed the recoverable value of its plant and machinery under Indian Accounting Standard (Ind AS) 36. A registered valuer determined the fair value at ₹908.00 lakhs against a book value of ₹2,677.06 lakhs. Subsequently, the company entered into an agreement to sell the entire plant and machinery for ₹710.00 lakhs, resulting in an impairment loss of ₹1,967.06 lakhs recognized during FY25.

Debt Settlement and Banking Issues

A significant development during the year was the company's successful settlement with State Bank of India (SBI) under a One-Time Settlement (OTS) scheme. The outstanding loan of ₹4,749.47 lakhs was settled at ₹4,310.00 lakhs, with the company recognizing ₹439.47 lakhs as "Other Income" in the Statement of Profit and Loss.

The company's loan accounts were classified as Non-Performing Assets (NPA) by lenders due to default on repayment obligations. This classification resulted in the loss of access to banking facilities, forcing the company to route payments through group companies for day-to-day operations.

Audit Qualifications and Concerns

The statutory auditors highlighted several material concerns in their qualified opinion:

Unconfirmed Balances: The company failed to receive confirmations for trade payables of ₹1,910.06 lakhs, trade receivables of ₹3,706.42 lakhs, and advances to suppliers of ₹3,396.98 lakhs. The auditors were unable to verify the completeness, existence, and accuracy of these balances.

Inventory Verification Issues: While the company conducted physical verification of inventory as of March 31, 2025, no stock movement reconciliations or independent verification arrangements were provided to auditors.

Going Concern Uncertainty: The auditors expressed material uncertainty about the company's ability to continue as a going concern, particularly given the sale of substantial assets including factory land, buildings, and plant & machinery.

Legal and Regulatory Challenges

The company faces multiple legal and regulatory issues:

• Trade receivables of ₹660.80 lakhs are due from companies under Corporate Insolvency Resolution Process (CIRP) with NCLT
• A creditor filed a petition under Section 9 of the Insolvency and Bankruptcy Code seeking recovery of ₹187.00 lakhs
• Kotak Mahindra Bank filed a case alleging fraudulent activities, which the company firmly denies
• SEBI complaints regarding preferential allotment of equity shares amounting to ₹211.75 lakhs
• Ongoing trademark litigation with Kamdhenu Limited

Compliance and Statutory Issues

Due to financial constraints, the company faced several compliance challenges:

• Non-deposit of statutory dues including EPF (₹6.76 lakhs), ESI (₹1.62 lakhs), and TDS/TCS (₹11.76 lakhs)
• Acceptance of short-term loans of ₹211.75 lakhs in contravention of Companies Act provisions
• Non-compliance with Companies Act requirements including appointment of audit committee and women director

Balance Sheet Position

The company's financial position weakened considerably, with total assets declining to ₹10,763.69 crores from ₹17,336.79 crores in the previous year. The net worth turned negative at ₹795.13 crores compared to positive ₹3,869.39 crores in FY24.

Management's Response

Despite the challenges, management expressed confidence in the company's ability to continue as a going concern through various strategic initiatives including restructuring of existing loan terms, monetization of non-core assets, inventory liquidation, and mobilization of additional funds. The company is actively pursuing legal remedies for trademark disputes and expects favorable outcomes in pending litigations.

The audited financial results were approved by the Board of Directors at their meeting held on November 22, 2025, following review and recommendation by the Audit Committee.

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