DIRECTORS' REPORT
To,
The Members,
The Directors take immense pleasure in presenting the Seventy third (73rd) Annual
Report of the Company and the Audited Statements of Accounts for the financial year
ended 31st March, 2026 ("year under review").
1. CORPORATE OVERVIEW
Your Company, Ador Welding Limited ("ADOR") was incorporated in the year 1951
and has come a long way to become one of India's leading players in the welding industry.
Your Company's Vision is "Creating the Best Welding Experience".
ADOR has a huge spectrum of products offering and aims to provide "Complete
Welding Solutions" to the "World of Manufacturing" for enhancing
their operational efficiency. Our presence is there across over fifteen (15) countries and
our corporate headquarter is based in Mumbai, Maharashtra, India.
2. FINANCIAL PERFORMANCE & THE STATE OF COMPANY'S AFFAIRS
|
|
(Rs. in Lakhs) |
Sr. No. Key Financial Indicators |
Standalone |
Consolidated |
1 |
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
2.1 Sales & Other Income (Net of GST, Discount & Incentives) |
1,15,509 |
1,13,706 |
1,15,817 |
1,14,148 |
2.2 Profit before exceptional items, Interest, Depreciation, Tax &
Other Comprehensive Income |
14,110 |
12,406 |
13,942 |
12,073 |
2.3 Exceptional items |
831 |
4,310 |
(275) |
(1,139) |
2.4 Profit before Tax (PBT) |
11,129 |
5,854 |
11,500 |
8,658 |
2.5 Provision for Tax (Including Deferred Tax) |
2,849 |
1,508 |
3,302 |
2,653 |
2.6 (Loss)/Profit after Tax (PAT) |
8,280 |
4,346 |
8,198 |
6,005 |
2.7 Total Comprehensive Income/(Loss) |
8,224 |
4,264 |
8,146 |
5,926 |
3. DIVIDEND & RESERVES
The Board of Directors is pleased to recommend the Final Dividend of 230% (i.e.@ Rs.
23/- per equity share) for the financial year 2025-26, subject to the approval of the
Members at the ensuing Annual General Meeting ("AGM") and will be paid on or
after Tuesday, 28th July, 2026. The record date for the payment of dividend is 16th July,
2026.
The total amount of dividend, to be disbursed for FY 2025-26, is Rs. 4,003 Lakhs,
subject to applicable TDS. Further, the dividend amount will be paid out of the profits of
the company.
The Dividend for FY 2025-26 shall be paid to those Shareholders and Beneficial Owners,
whose name appear in the Register of Members (ROM), as on the cutoff date for dividend
payment.
The Board recommends transfer of 10% of the Net Profits to General Reserve.
The dividend recommendation is in accordance with the Dividend Distribution Policy
("Policy") of the Company. The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") is
available on the Company's website at https://adorwelding.com/wp-content/
uploads/2021/07/Dividend-Distribution-Policy.pdf
4. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at 31st March, 2026 stood at Rs.
l,740 Lakhs. Further, the authorized share capital of the Company stood at Rs. 4,300
Lakhs.
Confirmations:
a. During the year under review, the Company has not:
i. issued warrants, debentures, bonds, or any other convertible or non-convertible
securities.
ii. issued any equity shares with differential rights as to dividend, voting or
otherwise.
iii. issued any sweat equity shares to its Directors or employees.
iv. made any change in voting rights.
v. reduced its share capital or bought back shares.
vi. failed to implement any corporate action.
b. The Company's securities were not suspended for trading during the year.
c. The disclosure pertaining to explanation for any deviation or variation in
connection with certain terms of a public issue, rights issue, preferential issue, etc. is
not applicable to the Company.
d. During the year under review, a total of 29,500 stock options were granted to
eligible employees under the Ador Employee Stock Option Plan 2025. These options will vest
equally over a period of four years commencing on 22nd September 2025.
5. ADOR EMPLOYEE STOCK OPTION PLAN 2025
The Board of Directors of your Company at its meeting held on 06th May, 2025, approved
the Ador Employees Stock Option Plan (ESOP) 2025. The ESOP Scheme was subsequently
approved by the Members in its 72nd Annual General Meeting held on 15th July, 2025.
The Scheme was introduced because your Company believes that equity - based
compensation plans are affective tools for attraction, retention, motivation and
incentivization of talents, working with the Company, with a view to ensure corporate
growth, to create employee ownership culture and to create value for shareholders.
During the year under review, the Company received "in-principle" approval
from the National Stock Exchange of India Limited and BSE Limited on 22nd August, 2025 for
listing 3,40,000 equity shares, proposed to be issued under the Ador ESOP Scheme 2025.
Subsequently, the Nomination & Remuneration (Compensation) Committee approved the
grant of 29,500 stock options to the eligible employees.
The ESOP Scheme has been implemented in accordance with the provisions of the Companies
Act 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(including any statutory modification(s) and/or reenactment(s) thereof for the time being
in force) ("SEBI (SBEB) Regulations") and is available on Company's website at
https://adorwelding.com/wp-content/ uploads/2025/07/ESOP-Scheme.pdf.
The certificate from the Secretarial Auditor, on the implementation of the ESOP Scheme
in accordance with SEBI (SBEB) Regulations and the resolution passed by the members of the
Company, has been uploaded on the website of the Company at https://
adorwelding.com/wp-content/uploads/2026/06/ Ador-ESOP-Compliance-Certificate.pdf and
are also set out in Annexure-IX. This certificate will also be available for
electronic inspection by the Members during the AGM of the Company.
The details of the stock options granted under the ESOP Scheme and the disclosures in
compliance with Regulation 14 of SEBI (SBEB) Regulations are set out in Annexure - VIII
and are also available on the website of the Company at https://adorwelding.com/wp-content/
uploads/2026/06/Annexure-on-ESOP-Reg-14.pdf
6. CREDIT RATING
During the financial year under review, there was no revision in the Credit Rating of
the Company. The Rating Agency CARE maintained "CARE A+" (Single A Plus;
Outlook: Stable) rating for the Company's long term borrowings and "CARE A1+" (A
One Plus) rating for the Company's short term borrowings.
7. ACCOUNTING TREATMENT
As mandated by the Ministry of Corporate Affairs (MCA), the financial statements for
the financial year ended 31st March, 2026 have been prepared in accordance with the Indian
Accounting Standards (Ind AS), notified under Section 133 of the Companies Act, 2013
(hereinafter referred to as "the Act"), read with the Companies (Accounts)
Rules, 2014, as amended from time to time. The estimates and judgements relating to the
Financial Statements are made on a prudent basis, so as to reflect a true & fair form
and substance of transactions and reasonably present the Company's state of affairs,
profits & cash flows for the financial year ended 31st March, 2026.
The Notes to the Financial Statements adequately cover the Audited Statements and form
an integral part of this Report.
8. OPERATIONS
In FY 2025-26, the total Sales & Other Income increased by 1.58 %, as compared to
last FY 2024-25. The year ended with Sales & Other Income of Rs. 1,15,509 Lakhs (Rs.
1,13,706 Lakhs)*.
The Company's Net Sales and Other Income during FY 2025-26 comprised the following:
8.1 Welding Rs. 1,07,874 Lakhs (Rs. 1,03,291 Lakhs)*
8.2 Services Business at Rs. 5,671 Lakhs (Rs. 8,392 Lakhs)*
8.3 Other Income of Rs. 1,964 Lakhs (Rs. 2,023 Lakhs)* mainly comprised of forex gain,
interest, rent & export incentives etc.
(*Figures in brackets indicate previous year)
9. CAPEX
The Company incurred CAPEX of Rs. 2,624 Lakhs during FY 2025-26. The Capital
work-in-progress as at 31st March, 2026 was at Rs. 316 Lakhs. CAPEX planned for FY 2026-27
is approximately Rs. 3,500 - 4,000 Lakhs, mainly for the following:-
a. Automation/modernization at Consumables and Equipment Plants.
b. Plant & Machinery for capacity expansion of certain products, and also for
improvement of "productivity & in-process quality".
c. Replacement of Old Machineries.
d. Upgradation of R&D Infrastructure.
e. Information Technology (IT) upgradation, digitalization & Compliances.
f. Replacement of Vehicles.
10. PERFORMANCE OF THE SUBSIDIARY COMPANY
M/s. 3D Future Technologies Private Limited (3DFT), which became a wholly owned
subsidiary of the Company, with effect from i.e. 25th September, 2024, pursuant to the
scheme of Amalgamation of Ador Fontech Limited with Ador Welding Limited, the Company has
now fully aligned the processes and reporting structures of the merged entity. Considering
the criteria mentioned in Regulation 16 of SEBI (LODR) Regulations, 2015, the Company does
not have a material subsidiary for FY 2025-26. The Board of Directors of the Company has
approved a Policy for determining material subsidiaries, which is in line with the
provisions of SEBI (LODR) Regulations 2015, as amended from time to time. The said Policy
is uploaded on the Company's website at the following weblink: https://adorwelding.com/wp-
content/uploads/2025/06/Policy-for-determining- Material-Subsidiary.pdf
The principal business of M/s. 3D Future Technologies Private Limited is development of
technical expertise in three- dimensional technology.
During the year under review, the gross revenue of 3DFT for FY 2025-26 stood at Rs. 456
Lakhs (previous year: 585 Lakhs), however, loss before tax Rs. 187 Lakhs (previous year:
Rs. 366 Lakhs).
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of financial statements of the Company's subsidiary in Form
No. AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of the subsidiary, are available on the
Company's website at https://adorweldinp.com/ financials/annual-reports/
The financial statements shall be kept open for inspection at the Registered Office of
the Company. The Company will also make available these documents upon request by any
Member of the Company, interested in obtaining copy of the same.
11. RISK MANAGEMENT
Given the diversified scale of operations, your Company has formulated an Enterprise
Risk Management (ERM) framework to manage various financial & non-financial risks,
operational & nonoperational risks, amongst other risks. The Board takes the
responsibility of the overall process of risk management throughout the organization.
The ERM Policy of the Company helps to continuously assess & monitor the risks
assumed by the Company. The processes are in place for identifying, evaluating and
managing the risks. Based on the ERM Policy, the Board hereby states that there are no
elements of risks which threaten the existence/going concern status of the Company.
Further, as your Company was in "Top 1000 listed Companies", based on market
capitalization, as on 31st March, 2021, a Risk Management Committee (RMC) was constituted
in FY 2021-22 to oversee implementation of the Risk Management Policy, to monitor &
evaluate risks, to propose appropriate methodology, processes & systems and to keep
the Board of Directors informed and recommend the actions, to be taken, if any. The said
policy is uploaded on the Company's website at the following web link:
https://adorwelding.com/wp-content/ uploads/2025/07/Risk-Management-Policy.pdf
12. RELATED PARTY TRANSACTIONS (RPTs)
During FY 2025-26, the Company entered into certain Related Party Transactions, in the
ordinary course of business and on arms' length basis, with prior approval of the Audit
Committee. Omnibus approvals are obtained on a quarterly basis for all the transactions,
which are foreseeable & repetitive in nature and the details of all the related party
transactions are placed before the Audit Committee and the Board of Directors for review
& approval, on a quarterly basis.
Further, necessary approval of the Audit Committee, wherever applicable, for
transactions was taken pursuant to SEBI Circular No. SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2025/93
dated June 26, 2023, with respect to the Industry Standards on "Minimum
Information to be Provided to the Audit Committee and Shareholders for Approval of the
Related Party Transactions". There were no materially significant transactions
with the related parties, during the financial year, that had potential conflict with the
interests of the Company at large.
During the financial year 2025-26 under review, the Company did not enter into any
transaction, contract or arrangement with the related parties, that could be considered as
"material" under Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section
188 of the Companies Act, 2013.
All the transactions entered into with the Related Parties during the financial year
2025-26 under review, were on arms' length basis and were not material. Hence, disclosure
pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, in Form AOC-2, is not required. Further, there are no materially significant
Related Party Transactions executed between the Company & its Promoters, Directors,
Key Managerial Personnel or other designated persons, that may have a potential conflict,
with the interest of the Company, at large.
None of the Directors have any pecuniary relationships or transactions vis-a-vis the
Company, except remuneration, commission, sitting fees and reimbursement of expenses, to
the extent applicable. All the Related Party Transactions are given/mentioned in the notes
to accounts. The Company has developed a framework through Standard Operating Procedures
(SOPs), for the purpose of identification and monitoring of the Related Party
Transactions.
A detailed note on procedure adopted by the Company in dealing with contracts and
arrangements with the related parties has been provided in the Report on Corporate
Governance on page no. 67.
The Company has adopted RPT Policy in order to align with the provisions of the amended
SEBI (LODR) Regulations, 2015, which is reviewed by the Audit Committee & approved by
the Board of Directors. The said RPT policy is available on the Company's website at
https://adorwelding.com/ wp-content/uploads/2025/07/RPT-Materiality- Policy-2023-24.pdf
13. ANNUAL RETURN
Pursuant to Sections 92 & 134(3) of the Companies Act, 2013, read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, as amended, the draft of Annual
Return for FY 202526 in web form MGT-7 is available on the Company's website:https://adorwelding.com/wp-content/
uploads/2025/06/MGT-7-Website.pdf
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Under the "Corporate Social Responsibility" (CSR) drive, the Company has
spent an amount of Rs. 219.89 Lakhs during FY 2025-26, against its budgeted annual CSR
expenditure of Rs. 217.16 Lakhs. The various projects/initiatives, undertaken by the
Company, were in the following areas:
a. Promoting education amongst children, women, elderly and differently abled,
including special education & employment enhancing vocational skills, especially skill
development and encouraging safety practices in welding & allied fields for
economically challenged/financially weaker sections of the Society.
b. Empowering women towards individual and professional development opportunities.
c. Promoting healthcare, sanitation & hygiene for the
non-privileged/underprivileged people
d. Disaster management, including relief, rehabilitation and reconstruction activities
Your Company understands its duties towards the society and considers social
responsibility as an integral part of its operations. Your Company tries to ensure that
its CSR initiatives have a meaningful impact on the society at large & that the
contribution made by it, reaches the beneficiary at the earliest, with the aim to create a
long-term positive impact.
The Company is committed to continuously explore new opportunities, in alignment with
its CSR philosophy & policy and strives to create a positive impact on the society,
through its CSR initiatives.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out, in a format prescribed in the Companies (CSR Policy) Rules, 2014, as amended from
time to time, in Annexure - I to this Report. The CSR Policy is also available on
the Company's website at https://adorwelding.com/wp-content/
uploads/2025/07/CSR-Policy-FY-2022-23.pdf
The composition of the CSR Committee is covered under the Corporate Governance Report,
which is annexed to this Report as Annexure - III.
Brief on "Ador Foundation"
"Ador Foundation" is a social initiative, undertaken by all the Ador Group
Companies, collectively from FY 2022-23 onwards. The mission of the Foundation is to take
Ador Group's socially conscious legacy forward, through initiatives in the field of
Education, Women Empowerment, Skill-Development & Health Care, which are also
considered as four pillars of the foundation. All the projects are personally vetted by
the personnel of the Foundation & by at least two of our Directors, to ensure that the
said projects are good, genuine and beneficial to the underprivileged society at large.
Ador believes in doing well by giving good. It is our firm belief that the long-term
success of a corporate depends on giving back to the society, it operates in and ensuring
its operations are sustainable.
15. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS BY THE COMPANY
The details of Loans, Guarantees & Investments, covered under the provisions of
Section 186 of the Companies Act, 2013, are given in the notes to the Financial
Statements, forming part of this Annual Report.
16. FIXED DEPOSIT
Your Company had no opening balance of fixed deposits. Further, the Company has not
accepted or renewed any deposits, including from the public, and, as such, no amount of
principal or interest was outstanding as of the Balance Sheet date, within the meaning of
Section 73 and/or Section 74 of the Companies Act 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.
17. SECRETARIAL STANDARDS (SS)
During the year under review, your Company has complied with all the applicable
Secretarial Standards (SS), issued by the Institute of Company Secretaries of Ind ia
(ICSI), from time to time.
18. INSURANCE
All the properties/assets of the Company are adequately insured.
19. ENERGY, CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information required under Section 134(3) (m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014 with respect to the conservation of energy,
technology absorption & foreign exchange earnings/outgo is annexed hereto as Annexure
- II.
20. CORPORATE GOVERNANCE
As per the Listing Agreements executed with the Stock Exchanges, the Company has been
following the Corporate Governance Code since FY 2001
02. Your Company has strived to comply with all the requirements of the Good Corporate
Governance practices for the period from 01st April, 2025 to 31st March, 2026 (i.e. FY
2025-26), pursuant to Regulation 27(2) of SEBI (LODR) Regulations, 2015. As per Regulation
34(3) read with Schedule V to SEBI (LODR) Regulations, 2015, a separate section on the
Corporate Governance practices, followed by the Company, together with Corporate
Governance Compliance Certificate received from/issued by M/s. N. L. Bhatia &
Associates, Practicing Company Secretaries, Secretarial Auditors of the Company,
confirming compliance is forming an integral part of this Report, which is annexed hereto
as Annexure - III.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis (MDA) Report on the operations of the Company,
as stipulated under Schedule V to SEBI (LODR) Regulations, 2015, is also annexed to this
Report as Annexure - IV.
22. SIGNIFICANT & MATERIAL REGULATORY ORDERS
During FY 2025-26, there were no significant orders passed against the Company by any
regulators or courts or tribunals, impacting the going concern status and the Company's
future operations. However, Members attention is drawn to the Statement on Contingent
Liabilities and Commitments in the Notes, forming part of the Financial Statement.
23. NOMINATION, REMUNERATION & BOARD DIVERSITY POLICY
The Board of Directors has framed a policy, on the recommendation of the Nomination
& Remuneration Committee (NRC), which lays down a framework in relation to appointment
and remuneration of its Directors. The Policy includes criteria for determining
qualifications, positive attributes, independence of Directors etc., as required under the
provisions of Section 178(3) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Policy also broadly lays down the guiding principles, philosophy and the basis for
payment of remuneration to the Executive & the Non-Executive Directors. The said
policy has been posted on the website of the Company at
https://adorwelding.com/wp-content/ uploads/2021/07/criteria_for_payment_to_NEDs. pdf
In case of re-appointment of Non-Executive & Independent Directors, NRC and the
Board takes into consideration the performance of the Directors, based on the Board
evaluation and his/her engagement level during his/her previous tenure.
The details of the Remuneration Policy for Directors, are explained in the Corporate
Governance Report, annexed hereto as Annexure - III.
The Company recognizes and embraces the importance of a diverse Board in its success.
We believe that a truly diverse Board will leverage differences in thought, perspective,
regional and industry experience, cultural and geographical background, age, ethnicity,
race, gender, knowledge and skills including expertise in financial diversity, global
business, leadership, information technology, mergers & acquisitions, Board service
and governance, sales & marketing, Environmental, Social & Governance (ESG), risk
management, cyber security and other domains, which will ensure that the Company retains
its competitive advantage. The Board Diversity Policy adopted by the Board sets out its
approach to diversity. The policy is available on our website, at
https://adorwelding.com/wp-content/ uploads/2025/07/Policy-on-Diversity-of-Board-
of-Directors.pdf
24. INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations under Section
149(7) of the Companies Act 2013, stating that they meet the criteria of independence, as
laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (LODR)
Regulations, 2015. In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence. They have also given declaration under Rule 6(1) and 6(2)
of the Companies (Appointment and Qualification of Directors) Rules, 2014, stating that
their profile is uploaded/registered in the databank, as maintained by the Indian
Institute of Corporate Affairs (IICA), within the stipulated time. Further, the
Independent Directors have also completed their KYC confirmation on the MCA website.
Pursuant to Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014, in the opinion
of the Board, the Independent Directors are competent, experienced and are the persons of
expertise (including the proficiency), having positive attributes, standards of integrity,
ethical behavior, qualifications & independent judgement.
Your Company has in all 05 (five) Independent Directors, including 01 (one) Woman
Independent Director, as on 31st March, 2026. The Independent Directors met on 23rd
February, 2026, without the presence of the Non-Independent Directors and Members of the
Management, as required under SEBI (LODR) Regulations, 2015 and the Companies Act 2013, to
d iscuss on various important matters & evaluate the working culture of the
Company/operations of the Management (Whole-Time Directors & KMPs).
25. DIRECTORS & KEY MANAGERIAL PERSONNEL Board of Directors
As of 31st March, 2026, the Board of Directors comprised of 10 (Ten) Directors, 5
(Five) of which are Independent Director(s) (including a Woman Independent Director), and
5 (Five) Non-Executive Director(s) [Promoter(s) & Promoter(s) Group, Executive
Directors].
Change in Directorate:
i. Retirement by rotation and subsequent reappointment:
In accordance with the provisions of Section 152 of the Act and the Company's Articles
of Association (AoA), Mr. Ravin A. Mirchandani (DIN: 00175501), Non-Executive Director,
retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers
himself for re-appointment. The Board recommends his re-appointment for consideration of
the Members of the Company at the forthcoming Annual General Meeting. The brief profile of
Mr. Ravin A. Mirchandani is given in the Notice convening 73rd Annual General Meeting.
ii. Re-appointment of the Managing Director
The term of Mr. Aditya T. Malkani (DIN: 01585637) as the Managing Director of the
Company will be concluding on 13th September, 2026. Accordingly, the proposal for his
re-appointment as the Managing Director for a further period of three (3) years, with
effect from 14th September, 2026, was placed before the Board for its consideration.
The proposed re-appointment is subject to the approval of the Shareholders at the
ensuing Annual General Meeting. The Board noted that Mr. Aditya T. Malkani brings with him
rich experience in business and strategic management, marketing, and financial management,
and has been associated with the Company and the Ador Group for nearly 19 years. Pursuant
to the provisions of the Company's Articles of Association, the Managing Director is not
liable to retire by rotation.
The brief profile of Mr. Aditya T. Malkani has been given in the Notice convening the
73rd Annual General Meeting. In the interest of the Company's continued prosperity and
wellbeing, the Board recommends his reappointment as the Managing Director at the ensuing
Annual General Meeting.
a. The abovenamed Directors have submitted Form DIR-8, pursuant to Section 164 of the
Companies Act, 2013 & Rule 14(1) of the Companies (Appointment & Qualification of
Directors) Rules, 2014, along with their consent in Form DIR-2, pursuant to Section 152 of
the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.
b. Necessary Resolutions for the appointment/ re-appointment of the abovenamed
Directors have been included in the Notice convening the ensuing 73rd Annual General
Meeting and details of the proposed appointees, as required pursuant to Regulation 36 of
SEBI (LODR) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2 (SS-2), are
given in the Appendix to the Explanatory Statement, annexed to the said Notice.
Key Managerial Personnel (KMPs)
As on 31st March, 2026, KMPs comprised the following:
• Mrs. Ninotchka Malkani Nagpal, Whole - Time Director (Executive Chairman)
• Mr. Aditya T. Malkani, Whole - Time Director (Managing Director)
• Mr. Vinayak M. Bhide, Company Secretary & Compliance Officer
• Mr. Surya Kant Sethia, Chief Financial Officer (CFO)
• Mr. Lajpat Yadav - Chief Operating Officer
• Mr. Mustafa Faizullabhoy - Head - International Operations
• Mr. K. Suryanarayan - Head - Corporate Strategy
Change in KMPs
During FY 2025-26, pursuant to Section 2(51), Section 179 (3) of the Companies Act,
2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 the
Board of Directors at its meeting held on 06th May, 2025 approved the appointment of the
following Senior Officials as KMPs w.e.f. 07th May, 2025:
• Mr. Lajpat Yadav - Chief Operating Officer
• Mr. Mustafa Faizullabhoy - Head - International Operations
• Mr. K. Suryanarayan - Head - Corporate Strategy
26. DIRECTORS PERFORMANCE EVALUATION
The annual evaluation process of the Board of Directors, individual Directors and
Committees of the Board was conducted in accordance with the provisions of the Act and
SEBI (LODR) Regulations, 2015. A structured questionnaire was prepared, after taking into
consideration various aspects of the Board's functioning, composition, structure,
effectiveness of the Board & Committee Meetings, execution & performance of
specific duties, obligations & governance. The performance evaluation of the Board, of
its own performance & that
of its Committees and individual Directors, including the Executive Chairman and the
Independent Directors was completed during the year under review. The NRC reviewed the
performance of individual directors on the basis of criteria, such as the contribution of
the individual directors to the Board and committee meetings, like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc. and to the Board as a whole. The Board of Directors expressed their satisfaction with
the evaluation process.
The evaluation process endorsed Board's confidence in the ethical standards of the
Company, cohesiveness amongst the Board members, flexibility of the Board and in
management, navigating various challenges faced from time to time and openness of the
Management in sharing strategic information with the Board.
The manner of evaluation is explained in the Corporate Governance Report in Annexure
- III.
27. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) & (5) of the Companies Act, 2013, the Board of
Directors of the Company, to the best of their knowledge and ability, hereby confirms
that:
a. in preparation of the Annual Accounts for FY 2025-26, all the applicable Accounting
Standards (AS) have been followed, along with proper explanation relating to material
departures, if any;
b. the Directors have selected such accounting policies & practices and applied
them consistently & made judgments and estimates, that are reasonable and prudent, so
as to give a true & fair view of the state of affairs of the Company and of the
profits of the Company for the year ended 31st March, 2026;
c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records, in accordance with the provisions of this Act, for safeguarding the
assets of the Company and for preventing & detecting fraud and other irregularities;
d. the Annual Accounts have been prepared on a going concern basis;
e. the Directors have laid down internal financial controls, to be followed by the
Company and that such internal financial controls are adequate & were operating
effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions
of all the applicable laws and that such systems were adequate & operating
effectively.
28. BUSINESS RESPONSIBILITY & SUSTANABILITY REPORT (BRSR)
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business
Responsibility & Sustainability Report (BRSR), in the prescribed format, is annexed as
Annexure-VII and forms an integral part of this Report.
BRSR includes reporting on 9 (nine) principles of the National Voluntary Guidelines on
social, environmental and economic responsibilities of business, as framed by MCA.
29. AUDIT COMMITTEE & ITS RECOMMENDATIONS
The composition of the Audit Committee is covered under the Corporate Governance
Report, which is annexed to this Report as Annexure - III.
The Audit Committee plays key role in providing assurance about financial statements to
the Board of Directors. Significant audit observations, if any, and corresponding
corrective actions, taken by the Management, are presented to the Audit Committee.
The Board has accepted all the recommendations of the Audit Committee and hence, there
is no further explanation to be provided for, in this Report.
30. MEETINGS OF THE BOARD AND IT'S COMMITTEES
The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the
meetings is circulated to the Directors well in advance to help them plan their schedules
and ensure meaningful participation. Only in the case of special and urgent business,
should the need arises, approval of the Board/Committee is taken by passing resolutions
through circulation, as permitted by law, which are noted in the subsequent
Board/Committee meeting. In certain special circumstances, the meetings of the Board are
called at a shorter notice to deliberate on business items, which require urgent attention
of the Board. The Company has complied with Secretarial Standards, issued by the Institute
of Company Secretaries of India (ICSI), on Board meetings.
The Company held 05 (five) Board meetings during FY 2025-26, and the details thereof
are covered in the Corporate Governance Report, which is annexed to this Report as Annexure
- III.
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority/charter.
The following Committees, constituted by the Board, function according to their
respective roles and defined scope/charter:
a. Audit Committee (AC)
b. Nomination and Remuneration Committee (NRC)
c. Risk Management Committee (RMC)
d. Corporate Social Responsibility Committee (CSR)
e. Stakeholders' Relationship Committee (SRC)
During the year under review, Nomination and Remuneration Committee was also designated
as Compensation Committee for executing the ADOR ESOP Scheme 2025.
The details of the Committees of the Board along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report (Annexure
- III) forming part of the Annual Report for FY2025-26.
31. AUDIT REPORT & AUDITORS
a. STATUTORY AUDITORS
M/s. BSR & Co. LLP, Chartered Accountants (FRN: 101248W/W-100022), Mumbai, were
appointed as the Statutory Auditors of the Company for a first term of five consecutive
years at the 72nd Annual General Meeting(AGM) held on 15th July, 2025, until conclusion
of the 77th Annual General Meeting, on such remuneration, as may be mutually agreed upon
between the Board ofDirectors and the Statutory Auditors.
Their remuneration is fixed, as recommended by the Audit committee and approved by the
Board of Directors.
The Report of the Statutory Auditor, forming part of the Annual Report, does not
contain any qualification, reservation, adverse remark or disclaimer. The observations
made in the Auditor's Report are self-explanatory and therefore do not call for any
further comments/explanations.
During the year 2025-26 under review, there were no instances of fraud, which required
the Statutory Auditors to report it to the Central Government under Section 143(12) of
Companies Act, 2013 and the Rules framed thereunder. The Company has investigated and
taken appropriate action against all incidents reported, if any, and continuously works on
improving the internal controls.
b. SECRETARIAL AUDITOR
Pursuant to the Regulation 24A of SEBI (LODR) Regulations, 2015, M/s. N. L. Bhatia
& Associates, (Unique Identification Number: P1996MH055800), a firm of Company
Secretaries in Practice, were appointed as the Secretarial Auditors of the Company for the
first term of Five consecutive years commencing from FY 2025-26 by the Board of Director
at its Meeting held on 06th May, 2025 and by the Shareholders at the 72nd Annual General
Meeting (AGM) held on 15th July, 2025, on such remuneration as may be mutually agreed
between the Board of Directors and the Secretarial Auditors.
Annual Secretarial Compliance Report of the Company as per Regulation 24A read with
SEBI Master Circular No. SEBI/HO/CFD/ PoD2/CIR/P/0155 dated November 11, 2024, is uploaded
on the website of the Company at https://adorwelding.com/financials/annual-
secretarial-compliance-report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Secretarial Audit Report in form MR-3 is annexed herewith as Annexure -
V. There are no qualifications, reservation and/or adverse remark in the said Report
and therefore no explanations are provided in this Report.
c. COST AUDITOR
As per the requirements of the Section 148 of the Companies Act 2013, read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, your Company
was required to maintain cost records as on 31st March, 2026, and accordingly, the Board
of Directors, on the recommendation of the Audit Committee, had appointed M/s. Kishore
Bhatia & Associates, Cost Accountants, Mumbai, as the Cost Auditor of the Company for
FY 2025-26.
The brief information of the Cost Auditor and the Cost Audit Report is given below:
a. Name of the Cost Auditor: M/s. Kishore Bhatia & Associates
b. Address: 701/702, D-Wing, 7th Floor, Neelkanth Business Park, Nathani Road,
Vidyavihar (West), Mumbai - 400 086, Maharashtra, India.
c. Membership No.: 31166
d. Firm Registration No.: 00294
e. Due date of submitting Cost Audit Report for FY 2024-25 by the Cost Auditor with the
Company: Within 180 days from the end of the financial year (by 30th September, 2025)
f. Actual Date of filing of Cost Audit Report for FY 2024-25 with the Central
Government: 20th August, 2025
The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants,
Mumbai (Firm Registration No. 00294) as the Cost Auditors for the financial year 2026-27,
as well.
M/s. Kishore Bhatia & Associates have, under Rule 6(1A) of the Companies (Cost
Records and Audit) Rules, 2014, furnished a certificate of their eligibility and consent
for the said appointment. As required under the Companies Act, 2013, the remuneration
payable to the Cost Auditor for FY 2026-27 is being placed before the Members at the
ensuing Annual General Meeting, for ratification.
The cost records of the Company, as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act 2013, are duly prepared &
maintained by the Company.
32. VIGIL MECHANISM & WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) and Regulation 22 of
SEBI (LODR) Regulations, 2015, the Company has framed a policy on Vigil Mechanism - cum -
Whistle Blower, which enables any Director, Employee & Stakeholder of the Company to
report their genuine concerns/instances of any unethical/improper activity, directly to
the Chairman of the Audit Committee, as a Protected Disclosure. The employees, upon
joining the Company are apprised of the availability of the said policy, as part of their
induction schedule. The policy also provides adequate safeguards against victimization of
persons, who may use such mechanism.
The Company affirms that no personnel has been denied access to the Audit Committee.
The detailed policy is also posted on the Company's Intranet Portal "ADORHUB"
and also onto its website at the following weblink: https://adorwelding.
com/wp-content/uploads/2025/07/Mechanism- For-Whistle-Blower-For-Stakeholders11.pdf
33. POLICY ON PREVENTION OF SEXUAL HARASSMENT (POSH)
In compliance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed
thereunder, the Company has formulated and implemented a policy on prevention,
prohibition and redressal of complaints related to sexual harassment of women at the
workplace.
The Company is committed to provide a safe and conducive work environment to all its
employees and associates. All women employees whether permanent, temporary or contractual
are covered under the above policy. The said policy has been uploaded on the internal
portal of the Company for information of all its employees. An Internal Complaints
Committee (ICC) has been set up in compliance with the POSH Act and is fully compliant of
the Committee composition requirements.
Further, there were no complaints received by the Committee during the financial year
2025-26. The Company has also adopted a policy under the said Act, which is placed on its
internal portal as well as on the website of the Company, which can be viewed at the
following weblink: https://adorwelding.com/wp-
content/uploads/2025/07/POSH-Policy-2026.pdf
34. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961
The Company strictly adheres to the provisions of the Maternity Benefit Act, 1961,
ensuring that all eligible women employees are granted maternity leave and related
benefits, as mandated by law.
During the financial year 2025-26, the Company has complied with all statutory
requirements under the Maternity Benefit Act, including maternity leave and protection of
employment during maternity. The Company remains committed to supporting the health and
well-being of women employees and fostering a family-friendly workplace.
35. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Companies Act, 2013, read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), as amended from time to time, dividends, if not claimed
within/for a period of 07 (seven) years from the date of transfer to the Unpaid Dividend
Account of the Company, are liable to be transferred to the
Investor Education and Protection Fund ("IEPF"). Furthermore, IEPF Rules
mandate the Companies, to transfer shares of the Members, whose dividends remain
unpaid/unclaimed for a period of 07 (seven) consecutive years to the demat account of IEPF
Authority. The said requirement does not apply to shares, in respect of which there is
specific order of the Court, Tribunal or Statutory Authority, restraining any transfer of
shares.
In view of the aforesaid provisions, the Company has, during the financial year 2025-26
under review, transferred to IEPF, the unclaimed dividend of Rs. 9,61,885/- of Ador
Welding Limited and Rs. 8,31,981/- of erstwhile Ador Fontech Limited, pertaining to FY
2017-18. Further, 14,515 Equity Shares (5,181 shares pertaining to erstwhile Ador Fontech
Limited and 9,334 shares pertaining to Ador Welding Limited), in respect of which
dividends were not claimed/remained unpaid for a period of 07 (seven) consecutive years or
more, have also been transferred to the demat account of IEPF Authority. The details of
the transfer of unclaimed dividend to IEPF authority are provided in detail in the
Corporate Governance Report, annexed as Annexure III, to this report.
A flow chart explaining the procedure for claiming the shares form IEPF in detail is
given below:
Step 1
File Form IEPF-5 Online
Claimant files Form IEPF-5 on MCA V3 Portal online and uploads required documents.
Step 2
Send the said Documents to the Company
Print and self-attest Form IEPF-5 and send it with required documents to Company's
Nodal/Deputy Nodal Officer at its registered office.
Step 3
Upload Dispatch Proof
Update dispatch date and upload courier/dispatch proof on MCA V3 Portal.
Step 4
Company Verification to happen (Within 30 Days)
Company reviews the claim and submits E-Verification Report on MCA V3 Portal
(Approve/Reject).
Step 5
IEPFA Transfer
After approval by Company and IEPF Authority, shares/dividends are transferred/credited
to Claimant's Demat account/Bank account.
Whilst the Company has already written to the Members, informing them about the due
date for transfer of their shares to I EPF, the attention of the shareholders is once
again drawn to this matter through the Annual Report. The data of unpaid/unclaimed
dividend and shares is also available on the Company's website at www.adorwelding. com.
Investors, who have not yet encashed their unclaimed/unpaid dividend amounts are requested
to correspond with the Company's Registrar to an issue and Share Transfer Agent (RTA), at
the earliest. Those Members/Shareholders, who do not remember/recollect having encashed
their dividend, can also check the "List of Unpaid Dividends", posted on the
website of the Company.
36. HUMAN RESOURCE (EMPLOYEES)
At ADOR, employee well-being is of utmost importance. The Company has a structured
induction process at all its locations and undertakes training programs to upgrade
skills/knowledge of its employees. Objective appraisal systems, based on key result areas
(KRAs), are in place for its employees. ADOR believes in harnessing the potential of the
employees, by providing them adequate training, opportunities and inclusive work culture,
in order to achieve Company's goals, in line with the overall employee development. The
industrial relations at all the Plants and Offices of the Company continue to remain
harmonious, cordial and peaceful.
The on-roll manpower strength of the Company, as at the date of this Report, is 839.
37. MATERIAL TRANSACTIONS, POST THE CLOSURE OF THE FINANCIAL YEAR
There were no material changes, affecting the financial position of the Company
subsequent to the close of the financial year 2025-26, till 29th April, 2026 i.e. till the
date of this report.
38. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY
The Board has adopted policies & procedures of governance for orderly and efficient
conduct of its business, including adherence to Company's policies, safeguarding its
assets, prevention & detection of frauds and errors, accuracy & completeness of
the accounting records and timely preparation of reliable financial disclosures. ADOR has
an effective internal financial control system, which is constantly assessed and
strengthened. The Company's internal financial control systems are commensurate with the
nature of its business, the size and complexity of its operations.
The Internal Auditor reports to the Audit Committee. The Audit committee defines the
scope and authority of the Internal Auditor. The Internal Auditor monitors and evaluates
the efficacy and adequacy of internal financial control system in the Company, its
compliance with operating systems, accounting procedures and policies at all the locations
of the Company. Based on the report of the Internal Auditor, process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and the corresponding corrective actions are, thereafter
presented to the Audit Committee in its meeting, on a quarterly basis and as & when
required.
39. REPORTING OF FRAUD
There were no instances of fraud, during the financial year 2025-26, which required the
Statutory Auditors to report to the Audit Committee and/or to the Board under Section
143(12) of the Act and Rules framed thereunder.
40. DISCLOSURE W.R.T. VALUATION
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done, while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable during
the financial year under review.
41. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted Code of Conduct for Prevention of Insider Trading
("PIT") for dealing/trading in the Securities of the Company, in accordance with
the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018. The Code of Conduct for Prevention of Insider Trading & Code of
Corporate Disclosure Practices is also uploaded on the website of the Company at the
following weblink: https:// adorwelding.com/wp-content/uploads/2025/01/
Code-of-practices-and-procedures-for-fair- disclosure-of-unpublished-price-sensitive-
information.pdf.
All the Directors, employees and third parties such as auditors, consultants, vendors,
traders, etc., who could have access to the Unpublished Price Sensitive Information (UPSI)
of the Company, are governed by this code. The objective of PIT Code is to protect the
interest of the shareholders at large, to prevent misuse of any unpublished price
sensitive information and to prevent any insider trading activity, by/while dealing in
shares of the Company, by/through its Designated Persons and their immediate relatives.
The trading window is closed during/around the time of declaration of results and
occurrence of any material events, as per the Code. The Company Secretary & Compliance
Officer, is responsible for setting forth procedures and implementation of the Code for
trading in the Company's securities.
The Company periodically circulates informative e-mails on prevention of insider
trading, ‘viz Do's and Don'ts, etc. to all the Designated Persons to familiarize,
educate and sensitize them on the provisions of the Code and PIT Regulations. The
Management also imparts trainings and conducts workshops to/for the Designated Persons in
order to create awareness on various aspects of the Code and PIT Regulations. Various
"In-person" sessions are organized to give clarifications on the Code. These
activities help the Designated Persons to ensure objective/compliances of the Regulations
and the Code.
The Company has also maintained Structured Digital Database ("SDD"), pursuant
to the requirements of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015.
42. ENVIRONMENT, HEALTH & SAFTEY
Your Company is conscious of the importance of environmentally clean and safe
operations. ADOR has undertaken various initiatives, which contribute towards sustainable
development. Your Company strives to operate, after taking into consideration various
environmental, social and governance initiatives/guidelines/laws, in order to achieve
maximum output by optimum utilization of available resources, in environment friendly
manner/ways.
The detailed explanation w.r.t. the initiatives taken by the Company from health &
environment perspective are given in BRSR Report, annexed herewith as Annexure VII.
43. ANNUAL LISTING FEES
The Company affirms that the annual listing fees for the financial year 2026-27 have
been paid to both, M/s. National Stock Exchange of India Limited (NSE) and M/s. BSE
Limited (Bombay Stock Exchange). Your Company has also paid its annual custodial fees to
M/s. National Securities Depository Limited (NSDL) and M/s. Central Depository Services
(India) Limited (CDSL).
44. DESIGNATED PERSON FOR IDENTIFICATION OF SIGNIFICANT BENEFICIAL OWNER
Mr. V. M. Bhide, Company Secretary and Compliance Officer of the Company is appointed
as the Designated Person, who shall be responsible for furnishing, identifying Significant
Beneficial Owner and extending the cooperation for providing the information to the
Registrar, pursuant to Rule 9(3) of the Companies (Management and Administration) Rules,
2014.
45. STATUTORY INFORMATION AND OTHER DISCLOSURES
• Disclosures pertaining to the remuneration and other details, 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 is annexed to this Report, as Annexure
VI.
• Statement containing particulars of top 10 employees and the employees drawing
remuneration in excess of the limits prescribed under Section 197 (12) of the Act, read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, if any, is provided in the Annexure forming part of this report.
In terms of proviso to Section 136(1) of the Act, the Report and the Accounts are being
sent to the shareholders, excluding the aforesaid Annexure. The said Statement is also
open for e-inspection/physical inspection, 21 (twenty one) days before and up to the date
of the ensuing 73rd Annual General Meeting, during business hours on any working day. Any
Member interested in obtaining a copy of the same, may write to the Company Secretary at
the Registered Office of the Company or send an email at investorservices@adorians.com.
None of the employees, listed in the said Annexure, are related to any of the Directors
of the Company or to each other. None of the employees hold (by himself/herself or along
with his/her spouse and dependent children) more than 2% (two percent) of the Equity
Shares of the Company, except Mr. Aditya T. Malkani.
• There were no applications made or proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
Accordingly, disclosure of the details of such applications and their status, as at the
end of the financial year is not applicable.
46. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion & Analysis Report
(MDA) describing the Company's objectives, projections, estimates, expectations or
predictions may contain "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially, from
those expressed or implied. Important factors that could make difference to the Company's
operations include raw material availability and its prices, cyclical demand and pricing
in the Company's principal markets, changes in Government regulations, Tax regimes,
economic developments within India and the countries in which the Company conducts its
business and other ancillary factors.
47. ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere gratitude and
warm appreciation for the invaluable contribution and spirit of dedication shown by the
employees, along with the support staff, at all the levels during FY 2025-26. Your
Directors also express their deep gratitude for the business assistance, co-operation and
support extended to your Company by its Customers, Distributors, Dealers, Vendors,
Suppliers, Service Providers, Bankers, various Government Organizations/Agencies & the
Shareholders and look forward to their continued support & co-operation in future, as
well.
|
For and on behalf of the Board |
Dr. Deep A. Lalvani |
Aditya T. Malkani |
Non-Executive Director |
Managing Director |
(DIN: 01771000) |
(DIN: 01585637) |
Place: Mumbai |
|
Date: 29th April, 2026 |
|
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