Adhata Global Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting 33 rd Annual Report together with the Audited Statement of accounts for the year ended 31 st March, 2026.

1. FINANCIAL RESULTS (Amount In Rs.)

Particulars	STANDALONE
Financial Results	For the year ended 31 st March 2026	For the year ended 31st March 2025
Sales & Other Income	3,35,21,291/-	5,84,20,208/-
Profit/(Loss) before interest, depreciation & Taxation	(1,34,73,639) /-	55,02,511/-
Less: Interest	21,01,809/-	24,22,371/-
Less: Depreciation	4,67,738/-	6,18,677/-
Profit/(Loss) before Tax	(1,60,43,186) /-	24,61,463/-
Less: Current Tax	-	-
Less: Deferred Tax	-	-
Profit/Loss after Tax but before Extra-Ordinary Items	(1,60,43,186) /-	24,61,463/-
Add/(Less) Other Items	-	40,00,000/-
Profit /Loss after Tax and Extra Ordinary Items	(1,60,43,186) /-	(15,38,538) /-

2. COMPANYS PERFORMANCE

During the period under review, the company has registered revenue of Rs. 3,23,31,329/- as against previous years revenue of Rs. 5,34,72,145/-. Your company posted Loss after Taxes of Rs (1,60,43,186)/- as against previous year loss of Rs. (15,38,538)/-.

3. DIVIDEND

In view of the losses, your directors have not recommended any dividend for the financial year 2025-2026.

4. TRANSFER TO RESERVES:

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

5. SHARE CAPITAL Authorized Share capital

During the year under review, there is no change in the Authorized share capital of the Company.

The Authorized share capital of the company is Rs. 8,50,00,000/- divided into 8500000 Equity Shares of Rs. 10/- each.

Issued, Paid up and subscribed Share Capital

During the year under review, there is no change in the paid-up share capital of the Company.

The paid-up share capital of the company is Rs. 4,71,55,000/- divided into 47,15,500 Equity Shares of Rs. 10/- each.

6. PREFRENTIAL ISSUE

During the year, the members of the company had passed Special resolution on July 14, 2025, and issued 19,00,000 (Nineteen Lakhs) Convertible Warrants at a price of INR 50/- (Rupees Fifty Only) per warrant for an aggregate amount of approx. Rs. 9,50,00,000 (Rupees Nine Crores Fifty Lakhs only) with a right to the warrant holder to apply for and be allotted 1 (One) equity share of face value of INR 10 (Rupees Ten only) each of the Company (Equity Shares) for each Warrant to M.V. Credit Capital Pvt Ltd, VNS Projects LLP, Sanjay Agarwal, Kaustubh Rungta, Bhushan Kumar Narula and Madhu Rungta. The said warrants are yet to convert into the equity shares.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

8. MATERIAL CHANGE IN NATURE OF BUSINESS

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.

9. RISK MANAGEMENT

A detailed review of business risk and the corporations 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.

10. INTERNAL CONTROL SYSYTEM AND ADEQUACY

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.

11. DIRECTORS AND KEY MANGERAL PERSONNEL

The Board consists of following Directors as on the date of this report:

Sr.no	Name of Director	Designation
1.	Vivek Agarwala (DIN: 00200242 )	Director
2.	Smita Agarwal (DIN: 00595954 )	Director
3.	Vinay Dalmia (DIN: 01219851)	Whole-time director
4.	Hari Prakash Gupta (DIN: 00173929)	Director
5.	Ravikesh Kumar Sinha (DIN: 06573624)	Director
6.	Vijaya Kumari	Chief Financial Officer
7.	Saket Khemka	Company Secretarys

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.

Ms. Bina Padia had tendered her resignation from the post of Company Secretary and Compliance Officer of the Company w.e.f 28.05.2025.

Mr. Saket Khemka (M. No-A75501) has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f 17.07.2025.

12. PUBLIC DEPOSITS

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.

13. WHISTLE BLOWER POLICY /VIGIL MECHANISM

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 Companys Code of Conduct or ethics policy and provides safeguards against victimization of director(s)/employee(s), who avail of the mechanism.

14. CORPORATE SOCIAL RESPONSIBILITY

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

15. HUMAN RESOURCES

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 Companys vision. Your Company appreciates the spirit of its dedicated employees.

16. DIRECTORS RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts for the year ended March 31, 2026, 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, 2026 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.

17. PARTICULARS OF EMPLOYEES

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.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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.

19. NO OF BOARD MEETINGS

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

20. AUDIT COMMITTEE

The Audit Committee Comprises of Mr. Ravikesh Kumar Sinha-Chairman, Chairman of the Committee, Mr. Hari Prakash Gupta- Non-Executive Independent Director (DIN-00173929) and Mrs. Smita Agarwal (DIN-00200242) as other member.

21. MEETINGS OF THE MEMBERS

The Last Annual General Meeting of the Company for the financial year 2024-2025 was held on 14.07.2025 at the registered office of the company at 32, Chowringhee Road, Om Tower, 8th Floor, Room - 805, Kolkata - 700071.

22. NOMINATION AND REMUNERATION COMMITTEE

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 Directors 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.

23. EXTRACT OF ANNUAL RETURN

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

24. COVERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 Boards Report.

25. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.

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.

26. AUDITORS:

Statutory Auditors:

M/s. C. K. Chandak & Co, Chartered Accountants, (FRN No. 326844E), Statutory Auditor of the Company, was appointed as statutory auditors of the company to fill the casual vacancy caused by the resignation of M/s. P.K. Ajitsaria & Co. (FRN No. 317046E) at the Annual General Meeting held on 14.07.2025.

M/s. C. K. Chandak & Co, Chartered Accountants, (FRN No. 326844E), Statutory Auditor of the Company, have given their consent to be re-appointed as a statutory auditor of the company to hold the office for a period of five years i.e from the conclusion of this Annual General Meeting of the Company until the conclusion of Annual General Meeting to be held in the year 2031.

Secretarial Auditors:

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 Mr. Kamal Kumar Sharma, Practicing Company Secretary, Peer Reviewed as its Secretarial Auditors to undertake the Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report certified by our Secretarial Auditors, in specified form MR-3 is annexed herewith and marked as Annexure D .

Internal Auditor:

M/S. Heliwal & Associates, Chartered Accountants (Firm Reg. No. 332936E) was appointed as an Internal Auditor of the Company to conduct the audit for the Financial year 2025-2026.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT 2013:

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

28. DECLARATION BY INDEPENDENT DIRECTORS

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.

29. QUALIFICATION OR RESERVATION OR ADVERSE MARK IN STATUTORY AUDITORS REPORT

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

30. RELATED PARTY TRANSACTION

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.

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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 2025-26.

32. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATION

There was no instance of any material order passed by the regulators or court or tribunals impacting the going concern status of the company.

33. MAINTENANCE OF COST RECORDS U/S 148 OF THE COMPANIES ACT, 2013

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

34. 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.

35. SECRETARIAL STANDARDS:

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.

36. CERTIFICATE BY CHIEF FINANCIAL OFFICER:

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 .

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

According to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, Business Responsibility and Sustainability Report is mandatory for Top 1000 Listed Companies according to Market Capitalization.

Adhata Global Limited doesnt fulfil the above criteria therefore Business Responsibility and Sustainability Report is not applicable to the company.

38. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the Financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

39. SEBI COMPLAINTS REDRESS SYSTEM (SCORES) :

The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action

Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

40. DISPUTE RESOLUTION MECHANISM (SMART ODR):

In order to strengthen the dispute resolution mechanism for all disputes between a listed company and/or registrars & transfer agents and its shareholder(s)/investor(s), SEBI had issued a Standard Operating Procedure (SOP) vide Circular dated 30 May 2022. As per this Circular, shareholder(s) / investor(s) can opt for Stock Exchange Arbitration Mechanism for resolution of their disputes against the Company or its RTA. Further, SEBI vide Circular dated 31 July 2023 (updated as on 20 December 2023), introduced the Online Dispute Resolution (ODR) Portal. Through this ODR portal, the aggrieved party can initiate the mechanism, after exercising the primary options to resolve its issue, directly with the Company and through the SEBI Complaint Redress System (SCORES) platform. The Company has complied with the above circulars and the same are available at the website of the Company.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under Review, neither any application was made, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

42. CODE FOR PREVENTION OF INSIDER TRADING:

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your company has implemented a Code of Conduct to control, oversee, and report trading by designated individuals and their close family members (Code). Among other things, the Code specifies the protocols that designated individuals must adhere to while trading or dealing in the Companys shares and disclosing Unpublished Price Sensitive Information (UPSI). The Code addresses the companys responsibility to keep a structured digital database (SDD), the procedures for handling UPSI and preventing insider trading, and the process for becoming acquainted with the sensitivity of UPSI.

43. MANAGEMENT DISCUSSION & ANALYSIS

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.

44. ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Directors

Date: 30.05.2026 Place: Kolkata

Vinay Dalmia	Vivek Agarwala
Director	Director
DIN: 01219851	DIN: 00595954