Adhata Global Ltd

To the Members,

Your Directors have pleasure in presenting 32nd Annual Report together with the Audited Statement of accounts for the year ended 31st March, 2025.

During the period under review, the company has registered revenue of Rs. 5,34,72,145/- as against previous year's revenue of Rs. 4,98,87,158/-. Your company posted Loss after Taxes of Rs (15,38,538)/- as against previous year loss of Rs. (92,54,163)/-. Your Directors are continuously looking forward for future growth avenues and are of the considered view that veneer business will be up significantly in the current year and the veneer prices will be positive resulting in higher margins and much better profitability in the FY 25-26.

In view of the losses, your directors have not recommended any dividend for the financial year 2024-2025.

No amount has been transferred to reserves and surplus during the year.

The Company does not have any subsidiary, joint venture and associated Companies.

No material change and commitment have occurred from the date of close to the financial year till the date of this report, which affect the financial position of the companies.

A detailed review of business risk and the corporation's plan to mitigate them is presented to the Board. The Corporation has been taking steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Board.

The Company has proper and adequate system of internal control which is commensurate with the size and the nature of business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal and commercial transaction are authorized, recorded and reported correctly. The internal control is supplemented by an extensive program of internal and external audits. The company accords greatest importance to the security of its information assets and has the requisite security controls and checks. Adequate storage and back-up system is maintained to ensure security and availability of data at all times.

As per the Companies Act 2013, Mr. Vivek Agarwala (DIN- 00595954) Director of the company will retire by rotation at the ensuring AGM and being eligible, has offered himself for reappointment.

Mr. Vinay Dalmia (DIN- 01219851), Mr. Vivek Agarwala (DIN- 00595954), Mrs. Smita Agarwal (DIN- 00200242), Mr. Ravikesh Kumar Sinha (DIN-06573624) and Mr. Hari Prakash Gupta (DIN:00173929) are the Directors of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. Vinay Dalmia Whole time Director, Ms. Vijaya Kumari, Chief Financial Officer and Ms. Bina Padia (upto 28.05.2025), Company Secretary of the Company.

Mr. Ravikesh Kumar Sinha (DIN-06573624) has been appointed as the Additional Director of the company as on 13.03.2025. Mr. Sumit Uthra (DIN-00389984) had tendered his resignation as a Director of the company on 06.12.2024.

During the year under review, your company has not accepted any deposit within the meaning of provision of Chapter V- Acceptance of Deposits by Companies of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has a Whistle Blower Policy, which enables its directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy and provides safeguards against victimization of director(s)/employee(s), who avail of the mechanism.

No CSR policy has been adopted by the company in the current financial year as the same is not applicable to the company.

Your Company consider its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficient empowered and such work environment propels them to achieve higher level of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Since, the company does not fall under the prescribed limit of the aforesaid provisions under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, this requirement is not applicable to the Company.

Since there was no unpaid/ unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

8 (eight) meetings of the Board of Directors were held during the year.

The Audit Committee Comprises of Mr. Sumit Uthra (upto 06.12.2024) and Mr. Ravikesh Kumar Sinha-Chairman (w.e.f 13.03.2025) chairman of the Committee, Mr. Hari Prakash Gupta- NonExecutive Independent Director (DIN-00173929) and Mrs. Smita Agarwal (DIN-00200242) as other member.

The Nomination and Remuneration Committee of the Company identifies the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The Committee also carries out evaluation of every Director's performance. The Committee has formulated the criteria for determining qualifications, positive attributes, independence of the Director send recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The details of the extract of the Annual Return in form MGT-9 is annexed herewith and forms part of this report and marked as "Annexure-A"

The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure 'B' to the Board's Report. There is no Foreign exchange earnings and foreign Exchange Outgo during the year

M/s P. K. AJITSARIA & CO, Chartered Accountants, (ICAI Firm Registration No 317046E), Statutory Auditors of the Company, has been appointed as statutory auditors of the company at the Annual General Meeting held on 16.09.2024 for a period of five years up to the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2029.

The Company has received a letter from P.K Ajitsaria, & Co., Chartered Accountants (Firm Registration No. 317046E, Statutory Auditor of the Company on 24.05.2025 stating that their Peer Review Certificate is going to expire in the next few days and they are not willing to renew the same due to their personal reason, hence they would not like to be reappointed for the financial year 2025-26.

The Board of Directors has received the consent from C. K. Chandak & Co, Chartered Accountants, (Firm Reg. No. 326844E), to act as statutory auditors of the company to hold office from the conclusion of this meeting until the conclusion of the ensuing Annual General Meeting held in 2026.

Pursuant to the provision of Section 204 of the Companies act 2013 and the companies (Appointment and Remuneration personnel) Rules 2014, the Company has appointed Mrs. Arti Vyas, practicing Company Secretary as its Secretarial Auditors to undertake the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report certified by our Secretarial Auditors, in specified form MR-3 is annexed herewith and marked as "Annexure D".

M/s. Heliwal & Associates, Chartered Accountants, has been appointed as the Internal Auditor of the company.

Details of Loans, Guarantees and investments covered under the provision of section 186 of the Companies' Act 2013 are given in the Notes to the financial statements

The Company has received declarations from all the Independent Directors of the company, confirming that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

There is no such qualification or reservation or adverse remark reported by the Statutory Auditors of the Company and Secretarial Auditor of the Company.

The Company has entered into transaction with the related parties during the year. The Details of Transaction have been mentioned in Note no. 24 of the Financial Statements.

All related party transactions that were entered into by the Company during the financial year under review were generally on arms' length basis and in the ordinary course of business. All related party transactions are placed before the meeting(s) of Audit Committee for its approval.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Woman at workplace (Prevention, Prohibition and redressal) Act, 2013 and the Rules thereunder for prevention and Redressal of Complaints of sexual harassment at workplace. The Company has not received any complaint on sexual Harassment during the financial year 2024-25.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Statement of Disclosure of Remuneration and such other details as prescribed therein are given in Annexure-C, which is attached hereto and forms a part of the Directors' Report.

The Company has received an order from the BSE for Revocation of Suspension in trading of equity shares of Adhata Global Ltd. (Scrip Code: 531286) w.e.f. November 07, 2024.

The Provisions of Section 148 (1) pertaining to the maintenance of Cost Records is not applicable to our Company.

31. REPORTING OF FRAUD BY THE AUDITORS:

In terms of Section 134 (3) of the Companies Act 2013 report by the Board of Directors is required to include the details in respect of frauds reported by auditors under sub-section 12 of section 143 other than those which are reportable to the Central Government. No such fraud was reported by the auditor.

During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

A compliance certificate by Chief Financial Officer as required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with report as " Annexure-E".

Management Discussion & Analysis, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is attached as "Annexure F" to this Annual Report.

Your directors take this opportunity to offer thanks to government and semi government organizations and bankers for their continued supports and valuable assistance at all times. The Director also wish to place on record their deep sense of appreciation for the devoted services rendered by the officers, employees and workers of the Company.