AFLOAT Enterprises Ltd Directors Report

Dear Members,

Your Directors have pleasure in submitting their 11th Annual Report of Afloat Enterprises Limited (formerly Adishakti Loha and Ispat Limited) (hereinafter referred as Your Company) together with the Audited Statements of Accounts for the year ended March 31, 2026.

YOUR COMPANY OVERVIEW

Your Company was originally incorporated as Aawas Infratech Private Limited on January 8, 2015, under the provisions of the Companies Act, 2013. Subsequently, the name of the Company was changed to Adishakti Loha and Ispat Private Limited with effect from October 1, 2019.

Thereafter, pursuant to the conversion of the Company from a private limited company into a public limited company and upon receipt of the approval of the Registrar of Companies dated March 4, 2020, the name of the Company was changed to Adishakti Loha and Ispat Limited.

Further, with effect from October 26, 2023, the name of the Company was changed from Adishakti Loha and Ispat Limited to Afloat Enterprises Limited.

The Company is presently engaged in the business of trading in metals, with its primary focus on trading in gold bars and gold coins. The Company also carries on the business of buying, selling, trading, importing, and exporting agricultural commodities, including wheat, rice, paddy, corn, edible oils, and other commodities in India and overseas. The equity shares of the Company are listed and traded on the SME Platform of BSE Limited (BSE). The Company continues to comply with the applicable provisions of the Companies Act, 2013, the rules made thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

FINANCIAL RESULTS

Your Companys financial performance for the year under review along with previous year figures is given hereunder:

PARTICULARS	March 31, 2026 (Rs. 000)	March 31, 2025 (Rs. 000)
I. INCOME
Revenue From Operations	17978.77	60,985.19
Other Income	1141.65	3,498.61
Total Income	19120.42	64,483.79
Total Expenses	19090.00	60668.62
Profit/ (Loss) before Tax	30.42	3,815.17
Tax Expenses
Current Income Tax	-	918.36
Deferred Tax	24.19	47.53
MAT Adjustment	-	106.58
Net Profit/(loss) after Tax	6.23	2742.70
Earnings per share (Basic)	0	0.60
Earnings per Share (Diluted)	0	0.52

FINANCIAL PERFORMANCE AND STATE OF THE COMPANYS AFFAIRS

During the financial year ended March 31, 2026, the Companys total revenue from operations stood at Rs. 179.79 lakhs, as compared to Rs. 609.85 lakhs during the previous financial year ended March 31, 2025, registering a decline in revenue.

The Profit Before Tax (PBT) for the year under review was Rs. 0.30 lakhs, as against Rs. 38.15 lakhs in the previous financial year. Consequently, the Profit After Tax (PAT) for the financial year ended March 31, 2026 stood at Rs. 0.06 lakhs, compared to Rs. 27.42 lakhs in the previous financial year.

The decline in the Companys financial performance during the year was primarily attributable to the reduction in revenue from operations. Your directors continue to monitor the business environment closely and remain focused on improving operational efficiencies, strengthening business performance, and pursuing suitable growth opportunities with a view to enhancing shareholder value.

STATE OF YOUR COMPANYS AFFAIRS

With the expected positive momentum in the Indian economy, the Company is focused on growth and achieving profitability along with a renewed commitment to customer service. Innovations, investment and positive modifications are expected in the near future, boosting the Companys revenue. Together with forward looking strategy, the Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence.

RESERVES

Your Company has transferred an amount of Rs. 0.06 lacs to general reserve out of the profits of the year.

DIVIDEND

Based on the Companys financial performance and overall business considerations during the financial year under review, the Board of Directors has not recommended any dividend for the financial year 2025-26. The decision has been taken after careful evaluation of the Companys operational requirements, financial position, and future growth plans, with a view to strengthening the Companys long-term sustainability.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the requirement to formulate and adopt a Dividend Distribution Policy is applicable only in cases where a listed entity declares dividend. Since no dividend has been declared during the year under review, the provisions relating to the adoption of a Dividend Distribution Policy are not applicable to the Company for the financial year 2025-26.

SHARE CAPITAL

The authorized share capital of the Company as at March 31, 2026 was Rs. 19,56,00,000/- (Rupees Nineteen Crore Fifty-Six Lakh Only), divided into 1,95,60,000 (One Crore Ninety-Five Lakh Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

The issued, subscribed and paid-up share capital of the Company as at March 31, 2026 stood at Rs. 12,55,80,000/- (Rupees Twelve Crore Fifty-Five Lakh Eighty Thousand Only), divided into 1,25,58,000 (One Crore Twenty-Five Lakh Fifty-Eight Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

During the financial year under review, there was no change in the authorized, share capital of the Company and the paid-up share capital has been increased by 80,00,000 Equity Shares as the equity shares has been allotted for the conversion of Warrants

ISSUE, ALLOTMENT, CONVERSION OF WARRANTS AND BSE APPROVALS

During the financial year 2024-25, the Company issued and allotted 80,00,000 convertible warrants dated March 01, 2025 on a preferential basis to Promoters/Non-Promoters pursuant to the shareholders approval obtained at the Extraordinary General Meeting held on February 08, 2025, in compliance with the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Each warrant entitles the holder to apply for and be allotted one fully paid-up equity share of face value 10 each at a price of 12.80 per share (including premium), within a period of [18 months] from the date of allotment.

Warrants issued, were converted into equity shares during the year dated May 16, 2025 under review upon receipt of the full subscription money and receipt of written Requests from the Warrant holders for the exercise of the option for conversion of Warrants allotted to them from the respective allottees.

The Board accordingly approved the allotment of 80,00,000 equity shares on May 16, 2025.

The Company obtained the in-principal approval from BSE Limited dated February 21, 2025 for the issue of 80,00,000 warrants convertible into 80,00,000 Equity Shares of Rs. 10/- each, vide letter dated LOD/PREF/TT/FIP/1843/2024-25. Subsequently, the Company received the final listing approval from BSE Limited dated July 25, 2025 for the listing said equity shares vide letter dated LOD/PREF/KS/FIP/603/2025-26. Thereafter dated August 13, 2025 company has also received trading approval from BSE Limited for the trading of equity shares on the exchange, vide letter dated LOD /PREF / SV / 230/2025- 2026. Now the new Equity Shares of the company have been listed and are being traded on BSE Limited.

The funds raised through warrant subscription and conversion are being utilized for purpose in line with the disclosures made at the time of issuance.

DEPOSITS

During the year under review, Your Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid deposit lying with the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company had made some investments, and given loans, guarantees and securities covered under Section 186 of the Companies Act, 2013 during the financial year under review. The details in respect of investments as Per Section 186 (4) made have been disclosed in the notes to the financial statements.

CHANGE IN NATURE OF BUSINESS

During the year under review there is no change in the nature of business. Your company tends to run the same business activities till date.

The information required to be disclosed pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forming part of this Boards Report for the financial year ended March 31, 2026, is as follows:

A. Conservation of Energy

The provisions relating to conservation of energy are not applicable to the Company, considering the nature of its business activities. Accordingly, the information required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable.

However, the Company remains committed to the efficient utilization and conservation of energy and other natural resources, wherever practicable. The Company also continues to promote a safe and clean working environment and complies with all applicable environmental laws, regulatory requirements and guidelines.

B. Technology Absorption

The Company has not imported any technology during the financial year under review. However, the Company continues to leverage information technology across its business operations to enhance operational efficiency, internal controls and overall productivity.

Accordingly, there was no expenditure incurred on technology absorption, research and development or technology import during the year.

Expenditure on Research and Development

During the period under review, Your Company has not incurred any expenditure on R&D.

S. No.	Parameters	F.Y. 2025-26	F.Y.2024-25
a)	Capital Expenditure	0.00	0.00
b)	Recurring	0.00	0.00

C. Foreign Exchange Earnings and Outgo

Details of Foreign Exchange, earnings and outgo are given as below:-

S. No.	Particulars	F.Y. 2025-26	F.Y.2024-25
1)	Foreign Exchange earning	Nil	Nil
2)	Foreign exchange outgoing	Nil	Nil

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY

In the opinion of the Board, there has been no material changes and commitments, if any, affecting the financial position of Your Company which have occurred between the end of the financial year of Your Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, no significant or material orders were passed by any regulatory authority, court or tribunal that could impact the going concern status of the Company or materially affect its future operations.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as Annexure-A and forms part of this Report.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, forming part of the Annual Report, is presented in compliance with the applicable statutory and regulatory requirements. The said Report provides, inter alia, an overview of the industry structure and developments, opportunities and threats, segment-wise performance, outlook, risks and concerns, internal control systems and their adequacy, financial performance, and material developments in human resources. The Management Discussion and Analysis Report is annexed hereto and forms part of this Annual Report as Annexure B.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the compliance requirements relating to Corporate Governance as specified under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paragraphs C, D and E of Schedule V of the SEBI Listing Regulations are not applicable to entities whose specified securities are listed on the SME Exchange.

As the equity shares of Your Company are listed on the SME Platform of BSE Limited, the aforesaid Corporate Governance provisions are presently not applicable to the Company. Accordingly, the Company is not required to furnish a separate Corporate Governance Report for the financial year ended March 31, 2026.

Notwithstanding the above exemption, the Company is committed to maintaining the highest standards of corporate governance, transparency, ethical business practices and regulatory compliance. The Company shall continue to comply with all applicable provisions of the SEBI Listing Regulations and shall implement the Corporate Governance requirements as and when they become applicable.

SUBSIDIARIES, HOLDING, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Holding, Joint Venture or Associate Company

RISK MANAGEMENT

The Company operates in a dynamic business environment and is exposed to various risks inherent to its operations. Business risks primarily arise from factors such as the operating environment, ownership structure, management processes, systems, and policies. Financial risks, on the other hand, relate to asset quality, liquidity, profitability, and capital adequacy.

The Company recognizes these risks and remains committed to managing them proactively and effectively. Risk management forms an integral part of the Companys overall business strategy and decision-making process. Business Risk Evaluation and Management is a continuous and structured process within the Organization. The Company has established a robust risk management framework designed to identify, assess, monitor, and mitigate risks in a timely manner. The framework also enables the Company to identify potential business opportunities while ensuring sustainable growth and long-term value creation for its stakeholders.

INTERNAL CONTROL SYSTEMS

The Company has established an effective internal control framework designed to ensure operational efficiency, safeguarding and optimum utilization of resources, reliability and accuracy of financial reporting, and compliance with applicable laws, regulations and internal policies.

The internal control systems are supported by a well-defined internal audit process, which periodically reviews the adequacy, effectiveness and compliance of the Companys internal controls, systems and processes. The internal audit function provides independent assurance on the effectiveness of controls and identifies opportunities for improvement. The observations and recommendations arising from internal audits are reviewed by the management, and necessary corrective measures are implemented to further strengthen the internal control environment and ensure effective governance across the Companys operations.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company is committed to maintaining the highest standards of health, safety, and environmental protection across its operations. In line with this commitment, the Company has complied with all applicable environmental laws and labour regulations during the financial year under review.

The Company continuously ensures adherence to relevant statutory requirements and implements measures to protect the environment, conserve resources, and promote sustainable business practices. Additionally, the Company places the highest priority on the health, safety, and welfare of its employees and workers, adopting proactive safety protocols and training programs to minimize occupational risks and ensure a safe working environment.

No material instances of non-compliance with environmental or labour laws were reported during the year.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

As on March 31, 2026, the Board of Directors of the Company comprised 4 (Four) Directors, consisting of 4 (Four) Non-Executive Directors, out of which 3 (Three) Directors were Independent Directors, including one Woman Independent Director.

The Directors on the Board possess rich experience, expertise, and competency in their respective fields, which enables the Company to benefit from their valuable guidance and strategic insights.

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, all Directors are liable to retire by rotation, except the Independent Directors, whose appointment for a term of 5 (Five) consecutive years was approved by the shareholders of the Company at the Annual General Meeting.

Composition of Board of Directors as on March 31, 2026:

S.NO	NAME OF DIRECTOR	STATUS
1.	Mr. Pawan Kumar Mittal	Non-Executive Director
2.	Mr. Kanwar Nitin Singh	Non-Executive Independent Director
3.	Mr. Lovish Kataria	Non-Executive Independent Director
4.	Mrs. Swati Jain	Non-Executive Independent Director

Changes in Management

During the financial year and till the ensuing AGM, following change in Management:

1. Mr. Inderjeet Pradhan is appointed as Non-Executive Additional Independent Director w.e.f, September 03, 2026 subject to approval of shareholders in the AGM held on 30.09.2026.

2. Mr. Mohit Lochan is appointed as Non-Executive Additional Independent Director w.e.f, September 03, 2026 subject to approval of shareholders in the AGM held on 30.09.2026.

3. Mrs. Ritika Bachhawat is appointed as Non-Executive Additional Independent Director w.e.f, September 03, 2026 subject to approval of shareholders in the AGM held on 30.09.2026.

During the financial year ended March 31, 2026, there were no changes in the management of the Company. The composition of the Board of Directors and Key Managerial Personnel remained unchanged during the year under review.

Key Managerial Personnel

As on March 31, 2026, following members holds the position of Key Managerial Personnel are: Mrs. Pallavi Sharma, (PAN-CXEPS9389B) Company Secretary& Compliance Officer Mrs. Anshu Aggarwal, (PAN- ACKPA7147A) Chief Financial Officer & Chief Executive Officer

DIRECTORS RETIRES BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of Your Company, Mr. Pawan Kumar Mittal, Non-Executive Director of Your Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Directors recommend the said re-appointment. Item seeking your approval on the above re-appointment is included in the Notice convening the Annual General Meeting.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company

BOARD EVALUATION

The performance of Your Board was evaluated by Your Board after seeking inputs from all Your Directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by Your Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the independent director being evaluated.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and have submitted their respective declarations as required under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME

The Company has put in place an induction and familiarization programme for all its directors, including Independent Directors, to enable them to gain a better understanding of the Companys business, operations, industry dynamics, roles and responsibilities, and the regulatory framework applicable to the Company.

The familiarization programme also aims to provide Directors with an insight into the Companys strategy, policies, and procedures to enable them to effectively discharge their duties and contribute to the growth and governance of the Company.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

Your Companys policy on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

Your Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee shall ensure that -

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c) Remuneration to directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. During the year under review, none of the Directors of Your Company receive any remuneration.

In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

(a) Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that: in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; (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 the end of the financial year and of the profit and loss of the Company for that period; (c) the Directors have 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 Directors have prepared the annual accounts for the financial year ended March 31, 2026, on a going concern basis; (e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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.

MEETINGS

Board Meetings

The Board of Directors of the Company met Five (6) times during the financial year 2025-26. The meetings of Board of Directors were held on April 05, 2025, May 16, 2025, May 22, 2025, September 01, 2025, November 12, 2025, and March 07, 2026.

The Minutes of the Meetings of the Board of Directors are duly recorded, circulated, and confirmed in accordance with the provisions of the Companies Act, 2013 and Secretarial Standards, and are placed before the Board for noting and confirmation at subsequent meetings.

The Statutory Auditors, Internal Auditors, Executive Directors, and the Chief Financial Officer are invited to attend the meetings of the Board and/or Committees, as and when required, to provide clarifications and inputs on matters placed before the Board.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required. The composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

Name of the Director	Designation	Category	Number of Meetings year of Board during the year	Attendance of Last AGM
				Held	Attended
Pawan Kumar Mittal	Director	Non-Executive independent	6	6	Yes
Kanwar Nitin Singh	Director	Non-Executive- Independent	6	6	Yes
Swati Jain	Director	Non-Executive- Independent	6	6	Yes
Lovish Kataria	Director	Non-Executive- Independent	6	6	Yes

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The agenda and Notice for all the Meetings were prepared and circulated in advance to the Directors.

INFORMATION PLACED BEFORE THE BOARD

In terms of the provisions of the Companies Act, 2013, the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1), and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors is provided with all relevant, necessary, and materially significant information to enable it to discharge its responsibilities effectively.

Such information is circulated as part of the agenda papers in advance of the Board Meetings or tabled at the meetings, as may be appropriate. The information placed before the Board, inter alia, includes the following:

Annual operating plans of the business, capital budgets, and updates thereon; Quarterly and annual financial results of the Company and its operating divisions or business segments; Information on recruitment and remuneration of senior officers immediately below the Board level, including appointment or removal of the Chief Financial Officer and the Company Secretary; Details of materially important litigations, show cause notices, demand notices, prosecution notices, and penalty notices;. Fatal or serious accidents, if any; Material defaults, if any, in financial obligations to and by the Company or substantial non-payment for services rendered by the Company; Any issue involving possible public liability claims of substantial nature, including any judgment or order having adverse implications on the Company; Transactions involving substantial payments towards goodwill, brand equity, or intellectual property; Significant developments on the human resources front; Sale or disposal of material assets or investments not in the normal course of business; Quarterly updates on returns from deployment of surplus funds; Instances of non-compliance with regulatory or statutory provisions or listing requirements, including matters relating to shareholder services such as non-payment of dividend or delays in share transfer, if any; and Significant labour issues and developments in industrial relations, including wage agreements or implementation of voluntary retirement schemes, if applicable.

The Board is kept fully informed of all material developments affecting the Company to ensure transparent governance and informed decision-making.

INDEPENDENT DIRECTORSMEETINGS

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a separate meeting of independent directors, performance of non- independent directors, performance of the board as a whole was evaluated, taking into account the views of directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on March 07, 2026 during the year 2025-26.

COMMITTEE MEETINGS

Audit Committee

The Audit Committee of the Company has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The primary objective of the Audit Committee is to monitor and provide effective supervision over the managements

Name	Designation	No. of Meetings
		Held	Attended
Mr. Kanwar Nitin Singh	Chairman	2	2
Mr. Pawan Kumar Mittal	Member	2	2
Mr. Lovish Kataria	Member	2	2
Mrs. Swati Jain*	Chairman	2	2

financial reporting process with a view to ensuring accurate, timely, and proper disclosures, and to uphold transparency, integrity, and quality in financial reporting.

The Committee oversees the work carried out by the management, internal auditors, and statutory auditors in relation to the financial reporting process. It reviews the adequacy and effectiveness of internal control systems, internal financial controls, risk management systems, and compliance with applicable laws and regulations. The Committee also evaluates the safeguards and systems implemented by the management to ensure reliability of financial statements and protection of the Companys assets.

Through its oversight function, the Audit Committee plays a pivotal role in strengthening corporate governance and enhancing stakeholders confidence in the financial disclosures of the Company.

The Composition of the Audit Committee and their attendance at the Meetings are as follows:

*Mrs. Swati Jain resigned from the committee w.e.f March 07, 2026.

Company Secretary of the company act as the secretary of the committee.

During the Year under review the Board has re-constituted the Audit Committee in accordance with the requirement of Companies Act, 2013 and other applicable provisions. All members of Audit Committee are financially literate and have financial management expertise. The Audit Committee comprises of three members including two members are independent director out of which one is chairman of this committee and one member is Non- Executive Non- Independent director.

The Audit Committee met Two times during the financial year 2025-26. The meetings of Audit Committee were held on May 22, 2025 and November 12, 2025. The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013.

The terms of reference of the remuneration committee in brief pertain to inter-alia, determining the Companies policy on and approve specific remuneration packages for executive director (s)/Manager under the Companies Act, 2013 after taking in to account the financial position of the Company, trend in the industry, appointees qualification, experience, past performance, interest of the Company and members.

2013. This Committee has comprised three directors as members out of which one member is chairman of the committee.

This Nomination & Remuneration committee will look after the functions as enumerated u/s 178 of the Companies Act,

Name	Designation	No. of Meetings
		Held	Attended
Mrs. Swati Jain	Chairman	2	2
Mr. Pawan Kumar Mittal	Member	2	2
Mr. Lovish Kataria	Member	2	2

2013. This Committee has comprised three directors as members out of which one member is chairman of the committee.

The Nomination and Remuneration Committee met Two (2) time during the financial year 2025-26. The meetings of Nomination and Remuneration Committee were held on April 05, 2025 and March 07, 2026

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.

The Composition of the Nomination and Remuneration Committee and their attendance at the Meetings are as follows:

Stakeholders Relationship Committee

The scope of the Stakeholders Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Company has an independent Stakeholders Relationship Committee to consider and resolve grievances of the Shareholders/Investors. This Committee has comprised three directors as members out of which one member is chairman of the committee.

The Stakeholders Relationship Committee met Two (2) time during the financial year 2025-26. The meetings of Stakeholders Relationship Committee were held on September 01, 2025 and March 07, 2026.

The Minutes of the Meetings of the Stakeholders Relationship Committee are discussed and taken note by Your Board of Directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required. The Composition of the Stakeholders Relationship Committee and Their Attendance at the Meetings are as follows:

Name	Designation	No. of Meetings
		Held	Attended
Mr. Kanwar Nitin Singh	Chairman	2	1
Mr. Pawan Kumar Mittal	Member	2	2
Mr. Lovish Kataria	Member	2	2
Mrs. Swati Jain	Chairman	2	1

*Mrs. Swati Jain resigned from the committee w.e.f March 07, 2026.

During the Year under review the Board has re-constituted the Stakeholders Relationship Committee in accordance with the requirement of Companies Act, 2013 and other applicable provisions. The Stakeholders Relationship Committee comprises of three members including two members are independent director out of which one is chairman of this committee and one member is Non- Executive Non- Independent director.

Company Secretary & Compliance Officer

Name	Mrs. Pallavi Sharma, PAN-CXEPS9389
Designation	Company Secretary & compliance Officer
Contact Details	325, IIIrd Floor, Aggarwal Plaza, Sector-14, Rohini, New Delhi 110085
E-mail Id	info@adishaktiloha.com

INDIAN ACCOUNTING STANDARDS

The financial statements of the Company for the financial year ended 31 March 2026 have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other applicable accounting principles generally accepted in India.

SHAREHOLDERS MEETINGS DURING THE YEAR

ANNUAL GENERAL MEETINGAnnual general meeting of Shareholders: September 27, 2025.

EXTRA-ORDINARY GENERAL MEETINGNo Extra-Ordinary General Meeting has been held During the year

STATUTORY AUDITORS

There are no qualifications, reservations or adverse remarks made by M/s V. N. Purohit & Co., Chartered Accountants (FRN: 304040E), Statutory Auditors, in their report for the financial year ended March 31, 2026.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

Statutory Auditors ReportThe Statutory Auditors have given an audit report for financial year 2025-26, are given in Annexure D of this report.

Statutory Auditors ObservationsThe Notes on financial statement referred to in the Auditors Report are self-explanatory. The Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Completion of Term and Appointment of New Statutory Auditor

M/s V N Purohit & Company, Chartered Accountants (Firm Registration No. 304040E), Statutory Auditors of the Company, completed their term as Statutory Auditors of the Company during the year under review.

The Board of Directors places on record its sincere appreciation for the professional services and valuable guidance rendered by M/s V N Purohit & Company during their tenure as Statutory Auditors of the Company.

Pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, and based on the recommendation of the Audit Committee, the Board of Directors has proposed the appointment of M/s S K HANDA & ASSOCIATES, Chartered Accountants (Firm Registration No. 016424N), as the Statutory Auditors of the Company, in place of M/s V N Purohit & Company, Chartered Accountants (Firm Registration No. 304040E), subject to the approval of the Members at the forthcoming Annual General Meeting.

016424N), shall hold office as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 11th Annual General Meeting until the conclusion of the 16th Annual General Meeting of the Company, subject to the provisions of the Companies Act, 2013 and the Rules made thereunder.

M/s S K HANDA & ASSOCIATES, Chartered Accountants (Firm Registration No. 016424N), have furnished their consent to the proposed appointment and have confirmed that their appointment, if approved, shall be in accordance with the applicable provisions and eligibility criteria prescribed under the Companies Act, 2013 and the Rules made thereunder.

Statutory Auditors Observations

Statutory Auditors ObservationsThe Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain qualifications, reservations, adverse remarks or disclaimer.

SECRETARIAL AUDITORS

SECRETARIAL AUDITORSPursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s G Aakash & Associates in the FY 2025-26 to undertake the Secretarial Audit of the Company for the Financial Year 2025-26.

RESIGNATION OF SECRETARIAL AUDITOR

M/s. G Aakash & Associates, Practicing Company Secretaries, who was appointed as the Secretarial Auditor of the Company for a period of five consecutive years commencing from the financial year 2025-26, has tendered their resignation from the office of Secretarial Auditor with effect from September 02, 2026.

Consequent to the resignation, the Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of M/s. Rohit Bhatia & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of five consecutive years, subject to the approval of the members at the ensuing Annual General Meeting.

The proposed Secretarial Auditor has given its consent and confirmed its eligibility for appointment in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL AUDITORS REPORTS

SECRETARIAL AUDITORS REPORTSThe Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial year 2025-26, are given in Annexure C of this report.

INTERNAL AUDITORS

INTERNAL AUDITORSPursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Board had appointed of M/s. Shweta Goel & Co (FRN :034678C), Chartered Accountants as the Internal Auditors of the Company for a period of one year i.e FY 2025-26.

Internal Auditors Reports

Internal Auditors ReportsThe Internal Auditors have placed their internal audit report to the company.

Internal Auditors Observations

Internal Auditors ObservationsInternal Audit Report was self-explanatory and need no comments.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AS ON 31ST MARCH 2026

During the year, there was no change in the general nature of business of your Company. Except as disclosed elsewhere in this Report, no material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Companys operations in future. Your Company has not made any provision of money for the purchase of, or subscription for, shares of your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required. No fraud took place in the Company during the year and hence no such reporting was made to the Audit Committee and the Board under Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on an arms length basis. Accordingly, the provisions of Section 188(1) of the Companies Act, 2013, relating to the approval of related party transactions, were not attracted. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are disclosed in Form AOC-2, which forms part of this Boards Report, wherever applicable.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the annual return of the company in form MGT-7 for the year will be available on the website of the company https://adishaktiloha.com/corporate-announcements

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN-INEOcWk01019 has been allotted for the Company. Therefore, the matter and/or investors may keep their shareholding in the electronic mode with their Depository Participates. 100.00% of the Companys Paid-up Share Capital is in dematerialized form as on March 31, 2026.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Pursuant to the provisions of Section 177 of the Companies Act, 2013, and the applicable Rules made thereunder, the Company has established a Vigil Mechanism through its Whistle Blower Policy to promote ethical conduct, transparency, integrity, and accountability in all its business activities.

The Policy provides an effective mechanism for directors and employees to report genuine concerns regarding any unethical behavior, actual or suspected fraud, violation of the Companys Code of Conduct, or any other misconduct. It also provides adequate safeguards against victimization of whistle blowers and ensures that no person making a protected disclosure is subjected to unfair treatment.

The Policy provides direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. During the year under review, no person was denied access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company.

CODE OF CONDUCT

The Board of Directors has adopted a Code of Conduct applicable to all Directors and Senior Management Personnel of the Company. The Code lays down the principles of ethical conduct, integrity, transparency, accountability, and professional behavior expected to be followed in the conduct of the Companys business and in dealing with stakeholders. The Code of Conduct is available on the Companys website at https://adishaktiloha.com/ . All the Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the financial year ended 31 March 2026.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2025-26:

a. Number of sexual harassment complaints received - NIL b. Number of sexual harassment complaints disposed off - NIL c. Number of sexual harassment complaints pending beyond 90 days - NIL

DISCLOSURES WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

Your Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the Period under review.

Number of employees as on the closure of the financial year

a. Female-4 b. Male-2 c. Transgender-0

HUMAN RESOURCES

The Company recognizes its employees as its most valuable asset and believes that its people are the key drivers of its growth and success. The Company is committed to attracting, developing, and retaining talented professionals by fostering a culture of integrity, transparency, collaboration, and meritocracy.

The Company continues to focus on employee engagement, learning and development, and creating a positive work environment that encourages innovation, teamwork, and high performance. The Human Resources policies and practices are designed to support the Companys business objectives while promoting employee well-being and professional growth.

The Companys human resources are commensurate with the size, nature, and scale of its operations, and the management remains committed to maintaining cordial and harmonious employee relations at all levels.

DISCLOSURE OF FRAUDS

During the financial year under review, the Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Further, the Board of Directors is not aware of any fraud or fraudulent activity having occurred in the Company during the financial year.

OTHER DISCLOSURES

Your directors state that during the financial year 2025-26:

Your Company did not issue any Equity Shares with differential rights as to dividend, voting or otherwise. Your Company did not issue any Sweat Equity shares. Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. During the year, your company has allotted Equity Shares in conversion of warrants dated May 16, 2025

COMPLIANCE

The Company has complied with, and continues to comply with, all applicable provisions of the Companies Act, 2013, the rules made thereunder, the Securities and Exchange Board of India (SEBI) Regulations, the applicable provisions of the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, and the circulars, notifications and guidelines issued by the Ministry of Corporate Affairs (MCA), SEBI, the Stock Exchange(s), and other statutory and regulatory authorities from time to time. The Company has established appropriate systems and processes to ensure continuous compliance with the applicable statutory and regulatory requirements.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval accorded by the Central Government to the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) under Section 118(10) of the Companies Act, 2013, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015 and were subsequently revised with effect from 1 October 2017. The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net profit not exceeding Rs. 5 Cr or more during any financial year, as on the last date of previous financial year. In this connection, we wish to inform you that in respect of our company as on the last audited balance sheet as at March 31, 2026 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5 Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.

CAUTIONARY NOTE

The statements forming part of this Boards Report may contain certain forward-looking statements within the meaning of applicable securities laws and regulations. Such statements are based on the Companys current expectations, assumptions, estimates, and projections regarding future events and developments. The actual results, performance, or achievements of the Company may differ materially from those expressed or implied in such forward-looking statements due to various factors, including changes in economic conditions, regulatory environment, market conditions, business risks, and other factors beyond the control of the Company. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude to the shareholders, customers, bankers, business associates, vendors, regulatory authorities, and all other stakeholders for their continued trust, confidence, and valuable support extended to the Company.

The Board also places on record its deep appreciation for the dedication, commitment, and contribution of the employees at all levels, whose continued efforts have been instrumental in the Companys performance and growth. The Directors look forward to the continued support and cooperation of all stakeholders in the years ahead.

By the order of the Board of Directors of
	Afloat Enterprises Limited
sd/-	sd/-
Pawan Kumar Mittal	Swati Jain
(Director)	(Director)
DIN: 00749265	DIN: 09436199
Date: 03/09/2026
Place: New Delhi