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To the Members,
We hereby present 31st Board's Report of Aanchal Ispat Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2026.
In compliance with the provisions of the Companies Act, 2013 ('Act'), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the Company has prepared its financial statements as per Indian Accounting Standards (Ind AS) for the FY 2025-26. The highlights of the financial results of the Company, extracted from the financial statements for the FY 2025-26 and previous FY 2024-25, are as under:
The Company's revenue in FY 2025-26 was Rs. 10,128.69 lakhs compared to Rs. 15,130.13 lakhs in the previous financial year. EBITDA stood at Rs. 336.76 lakhs in FY 2025-26 compared to Rs. (469.51) lakhs in the previous financial year. The Company reported a post-tax profit of Rs. 202.08 lakhs in FY 2025-26 compared to a post-tax loss of Rs. (1340.23) lakhs in the previous financial year.
The Company has transferred no amount to the Reserves during the year ended 31st March, 2026.
The company has not recommended the payment of any dividend on equity shares for the year ended 31st March, 2026.
The company is engaged in manufacturing of a wide range of, MS Rounds & Angles, besides Trading of Steel Products etc. There has been no change in the nature of business of the Company.
The paid up Equity Share Capital as at March 31, 2026 stood at Rs. 2.83 crores. During the year under review, the Company has not issued convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.
During the year under review, pursuant to the Resolution Plan approved by the Hon'ble NCLT, Kolkata Bench vide order dated March 27, 2025, the equity share capital of the Company was restructured, including extinguishment, reduction and allotment of equity shares, as detailed below. Except for the aforesaid restructuring pursuant to the approved Resolution Plan, there was no further change in the share capital of the Company during the year under review.
Pursuant to the Resolution Plan of Mr. Mukesh Goel (Successful Resolution Applicant/MSME Promoter), as approved by the Hon'ble National Company Law Tribunal, Kolkata Bench vide its order dated March 27, 2025, the equity share capital of the Company was restructured as follows:
Pursuant to the above restructuring, the Promoter came to hold 94.97% of the paid-up equity share capital of the Company, resulting in the public shareholding being reduced to 5.03% below the minimum level of 25% prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, read with Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In order to comply with the Minimum Public Shareholding requirement, the Promoter, Mr. Mukesh Goel ('Selling Shareholder'), intimated the Stock Exchange on February 2, 2026, of a proposed sale of shares through an Offer for Sale (OFS). Pursuant thereto, the Selling Shareholder completed the sale of 5,65,725 equity shares of the Company, representing 19.97% of the total paid-up equity share capital, through the separate designated window of BSE Limited on February 3-4, 2026. The OFS was conducted in accordance with SEBI Circular No. SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated January 10, 2023, on the 'Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism.'
Consequent to the completion of the OFS, the Promoter's shareholding in the Company reduced from 94.97% to 75.00% of the paid-up equity share capital, while public shareholding correspondingly increased from 5.03% to 25.00%, thereby bringing the Company into compliance with the Minimum Public Shareholding requirement prescribed under the Securities Contracts (Regulation) Rules, 1957, and the SEBI Listing Regulations.
As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for FY 2025-26 is available on the website of the Company i.e. www.aanchalispat.com.
The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.
The company is not having a holding or subsidiary company during the year and no other company has become a holding/subsidiary/joint venture.
The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India.
In conformity with the provision of regulation 34(2) (c) of SEBI (LODR), Regulations 2015, the Cash Flow Statement for the year ended 31.03.2026 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd.
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption, and foreign exchange earnings/outgo are separately provided in the annexure to this report as (Annexure - 'A').
As per the terms of Regulation 34(2) read with Schedule V of SEBI Listing Regulations, Management's Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.
As on March 31, 2026, the Company has four Directors. Out of the Four Directors, three are Non-Executive Directors out of which two are Independent Directors.
The following are the Board of Directors:
*Ms. Chetna (DIN: 08981045) who was appointed on 10.04.2025, resigned from the Directorship (Non-Executive Independent) of the company from the closing of Business hours of 10th September, 2025.
All the above-mentioned Directors have submitted declarations confirming that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Further, pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following personnel have been designated as Key Managerial Personnel (KMPs) of the Company:
Mr. Mukesh Goel - Managing Director
Mr. Mukesh Kumar Agarwal - Chief Financial Officer
Mr. Puspendu Kayal - Company Secretary
The reconstitution of the Board and appointment of KMPs were carried out in compliance with the terms of the approved Resolution Plan and applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Manoj Goel, Director, is liable to retire by rotation at the ensuing AGM and being eligible have offered himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice.
The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.
The Company has received the following declarations from all the Independent Directors, inter alia, confirming that:
They meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;
They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and
They have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs.
The Board has taken on record the declarations submitted by the Independent Directors confirming their independence in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. In the opinion of the Board, all Independent Directors possess the requisite integrity, expertise, and experience to discharge their duties objectively and independently. Details of their skills and competencies are provided in the Corporate Governance Report forming part of this Annual Report.
11 (Eleven) meetings of the Board of Directors were held during the financial year 2025-2026. The maximum gap between any two meetings was less than 120 days, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2025-26 are given in the Corporate Governance Report, which forms part of this Annual Report.
The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulation.
Pursuant to the provisions of the Companies Act, 2013, the Board carried out an annual performance evaluation of its own performance, of the Directors individually, and of the working of its Audit, Nomination & Remuneration, and other Committees, based on parameters such as participation, quality of information, and quality of discussion and contribution, through a structured questionnaire. The performance of the Board, its Committees, the Chairman, the Executive Directors, and the Non-Executive Directors was found satisfactory. Further details of the evaluation process are set out in the Corporate Governance Report annexed to this Report.
The evaluation process has been aligned with the requirements under the Companies Act, 2013 and other related Regulations, and includes an overview of the Company's business model, risks and opportunities, among other aspects. Details of the Familiarization Programme are available on the Company's website at http://www.aanchalispat.com/policies-25/Performance%20Evaluation.pdf.
As on March 31, 2026, the Board has three Committees, viz. the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. All recommendations made by the Committees during the year were accepted by the Board. The composition of these Committees, along with details of meetings held and attended by the members, is provided in the Corporate Governance Report forming part of this Annual Report.
A brief summary of the Committees is set out below:
Detail of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance forming part of this Report.
All independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance report.
In compliance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and hereby confirm the following:
(a) In the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards has been followed along with proper explanation relating to material departures;
(b) Selected of such accounting policies and application of 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 31st March, 2026 and profit and loss account of the Company for that period;
(c) 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 annual accounts are prepared on a going concern basis; and
(e) The company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
M/s Rajesh Jalan & Associates, Chartered Accountants, Kolkata (Firm Registration No. 326370E), were re-appointed as the Statutory Auditors of the Company for a term of five years at the 30th Annual General Meeting held on 1st September, 2025, in accordance with the provisions of the Companies Act, 2013.
The Statutory Auditors have issued an unmodified opinion on the Financial Statements of the Company for the financial year ended 31st March, 2026. The Auditors' Report for the said financial year forms part of this Annual Report.
Based on the recommendation of the Audit Committee, the Board of Directors approved the re-appointment of M/s Rajesh Jalan & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a further term of five years. The said re-appointment was thereafter approved by the Members of the Company for a term of five years.
Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of certain specified products, and accordingly, such accounts and records are made and maintained in the prescribed manner. The cost accounting records maintained by the Company are required to be audited and, accordingly, Mr. Rana Ghosh was appointed Cost Auditors for FY 2025-26.
The Board of Directors to re-appoint Mr. Rana Ghosh, Cost Accountant, as Cost Auditors for auditing the cost records of the Company for the financial year 2026-27. The Act mandates that the remuneration payable to the Cost Auditor is ratified by the shareholders. Accordingly, a resolution seeking ratification of the shareholders for the remuneration payable to the Cost Auditors for the financial year 2026-27 is included in the Notice convening the 31st Annual General Meeting.
The Cost Audit Report for the FY 2024-25 was filed with the Ministry of Corporate Affairs. The report was unmodified and did not contain any qualification or reservation or adverse remark or disclaimer. The Cost Audit Report for the FY 2025-26 will be filed before the due date.
The Company appointed M/s Sailesh Agarwal & Associates LLP, FRN: E300263 for the FY 2025-26 an Independent firm of Chartered Accountants to act as an Internal Auditor as per the suggestion of auditors and the recommendation of the Audit Committee in the Board Meeting held on 2nd August, 2025 in order to strengthen the internal control system for the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Manisha Saraf & Associates, Practicing Company Secretaries, as its secretarial auditor to undertake the Secretarial Audit for FY 2025-26. The Company has received consent from M/s. Manisha Saraf & Associates to act as the auditor for conducting an audit of the secretarial records for the financial year ending 31st March, 2026. The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report (Annexure - 'B'). The secretarial audit report does not contain any qualifications, reservations, or adverse remarks.
The Code of Conduct of Directors, KMP's and Senior executive of the Company is already in force and the same has been placed on the Company's website www.aanchalispat.com and the declaration for the affirmation with the same forms a part of this report.
Your Company has practice sound Corporate Governance and taken necessary actions at appropriate times for enhancing and meeting stakeholders' expectations while continuing to comply with mandatory provisions of Corporate Governance. Your Company has complied with the requirements of all applicable regulations read with Schedule-V of SEBI Listing regulations as issued by SEBI and amended from time to time.
A report on Corporate Governance along with certificate from M/s Shubham Ranjan Sinha & Associates, Practicing Company Secretary, regarding the compliance of conditions is presented in a separate section forming part of the Annual Report.
The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, independence, and other matters is as provided under subsection(3) of Section 178 of the Companies Act, 2013 is available on the company's website at www.aanchalispat.com.
The particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) are given in separate annexure attached hereto as (Annexure- 'C') and forms a part of this report.
Further, there were no employees drawing remuneration in excess of the limits set out in Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the financial year, all transactions entered into with the Related Parties, as defined under the Companies Act, 2013, were in the ordinary course of business and on an arm's length basis. The Company has formulated a Policy on Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The requisite approvals of the Audit Committee and the Board of Directors were obtained for Related Party Transactions, including transactions for which the prescribed limits under the applicable provisions were triggered. Further, the requisite approval of the Members of the Company was obtained at the Extra-Ordinary General Meeting held on 19 February 2026 for the Related Party Transactions requiring Members' approval. The Company also obtains necessary approvals for transactions which are in the ordinary course of business and repetitive in nature, as applicable. Disclosures of Related Party Transactions are placed before the Audit Committee and the Board on a quarterly basis. Particulars of Related Party Transactions pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, are attached as 'Annexure - D'. Details of Related Party Transactions are also disclosed in the Notes to the Financial Statements.
Details of loans, guarantees, and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2026, are set out in Note 3 to the Financial Statements of the Company.
The risk management strategy of your Company is based on a clear understanding of various risks, and adherence to well-laid-out risk policies and procedures that are benchmarked with industry best practices. The Company has developed robust systems and embraced adequate practices for identifying, measuring, and mitigating various risks - business, strategic, operational, market, credit, liquidity, reputational and process risks - and ensuring that they are maintained within pre-defined risk appetite levels.
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 along with Companies (Corporate Social Responsibility Policy) Rules, 2014 as they are not applicable.
The Company has established an effective Whistle blower policy (Vigil mechanism) and procedures for its Directors and employees whereby employees, directors and other stakeholders can report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets, and non-compliance with code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. During the year under review, none of the personnel has been denied access to the Chairman of the Audit Committee. This policy is available on Company's website www.aanchalispat.com.
The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ('the Code') in line with the SEBI PIT Regulations.
The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of financial disclosures.
The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee.
The concerned executives monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
The Company has taken appropriate insurance for all assets against foreseeable perils.
There were no complaints pending for the redresss at the beginning of the year and no complaints received during the financial year.
Pursuant to the Corporate Insolvency Resolution Process ('CIRP') initiated against the Company under the Insolvency and Bankruptcy Code, 2016, the Resolution Plan submitted by Mr. Mukesh Goel (Successful Resolution Applicant) was approved by the Hon'ble National Company Law Tribunal, Kolkata Bench, vide its order dated March 27, 2025. The said Resolution Plan is under the process of implementation, including the restructuring of the equity share capital of the Company as detailed under the 'Share Capital' section of this Report. As on March 31, 2026, there is no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.
There were no other instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in the future.
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of business of the Company.
The Company has been compliant with the provisions relating to the Maternity Benefits Act, 1961. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the Banks or Financial Institutions along with the reasons thereof is not applicable.
The management thanks the shareholders for their continued support and they would like to place on record their appreciation for the dedicated services rendered by the Employees at all levels.
We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.
We place on record our appreciation of the contribution made by the employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.
*9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
*On an average, loss makers registered net trading loss close to ₹ 50,000.
*Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
*Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
SEBI study dated January 25, 2023 on “Analysis of Profit and Loss of Individual Traders dealing in equity Futures and Options (F&O) Segment”, wherein Aggregate Level findings are based on annual Profit/Loss incurred by individual traders in equity F&O during FY 2021-22.
a.Register on SCORES Portal (SEBI)
b.Mandatory details for filing complaints on SCORES:
i.Name, PAN, Address, Mobile Number, E-mail ID
c.Benefits:
i.Effective Communication
ii.Speedy redressal of the grievances