Atharv Enterprises Ltd Directors Report

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”). The summarized financial highlights are depicted below:

(Amount in Lakhs)

During the year under review, the Company has decided to plough back the profit for the future expansion and activities of the Company. The Board therefore, does not recommend payment of any dividend for the year under review.

During the financial year 2025-26:

Gross Sales of the Company for the year under review is Rs. 48.33 Lakhs as compared to Rs. 26.65 lakhs in the previous year.

Net Profit after Tax is Rs. 18.58 Lakhs as against Net Profit of Rs. 19.26 Lakhs of the previous year.

Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

The Board does not propose to transfer any amount to reserves during the Financial Year 2025-26.

The Company has not accepted any deposits from public during the financial year under review.

During the year under review, there was no change in nature of business.

The Company has no subsidiary, Joint Venture and Associate companies.

No company has become or ceased to be the Companys subsidiaries, joint ventures or associate companies during the year under review.

Mr. Pramod Kumar Gadiya: Managing Director Ms. Vandana Pramod Gadiya : Executive Director

Mr. Jagdish Chandra Gadiya : Non-Executive Non-Independent Director Mr. Harish Sharma : Non-Executive Independent Director

Mr. Navneet Sharma : Non-Executive Independent Director Mr. Nikhil Kumar Tank : Non-Executive Independent Director Mrs. Aditi Kakhani : Company Secretary & Compliance Officer Mrs. Vandana Gadiya : Chief Financial Officer (CFO)

During the year under review, there were following changes:

Ms. Vandana Pramod Gadiya (DIN: 02766684) was re-appointed as Executive Director w.e.f. 01^st September, 2026. The same was approved by the members in the 35^th Annual General Meeting held on 29^th September, 2025.

In accordance with the applicable provisions of Section 152 of the Act and the Articles of Association of the Company Ms. Vandana Pramod Gadiya, (DIN 02766684), Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for the re-appointment.

Mr. Harish Sharma (DIN: 08779366) Non-Executive Independent Director of the Company was re-appointed for the second term of 5 years w.e.f. 09^th July, 2025 to 08^th July, 2030. The same was approved by the members in the 35^th Annual General Meeting held on 29^th September, 2025.

Mr. Navneet Sharma (DIN: 08763241) Non-Executive Independent Director of the Company was reappointed for the second term of 5 years w.e.f. 09^th July, 2025 to 08^th July, 2030. The same was approved by the members in the 35^th Annual General Meeting held on 29^th September, 2025.

Mr. Nikhil Kumar Tank (DIN: 09259088) Non-Executive Independent Director of the Company was reappointed for the second term of 5 years w.e.f. 29^th July, 2026 to 28^th July, 2031. The same was approved by the members in the 35^th Annual General Meeting held on 29^th September, 2025.

Other than the above, there has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same.

10. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31^st March, 2026 to which these financial statements relates and the date of this report.

11. DECLARATION FROM INDEPENDENT DIRECTOR(S)

In accordance with the provisions of Section 149(7) of the Act, Mr. Harish Sharma, Mr. Navneet Sharma and Mr. Nikhil Kumar Tank Independent Directors of the Company as on 31^st March, 2026 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies

(Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2025-26 a separate meeting of Independent Directors was held on 31^st March, 2026, without the presence of executive directors or management representatives and the following matters were discussed:

the performance of non-Independent directors and the Board as a whole;

the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

12. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

13. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”). The performance of the Board was evaluated by the Board after seeking inputs from all the 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 the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

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 board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

14. AUDITORS:

i) Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act, M/s. J. Singh & Associates, Chartered Accountants (ICAI Firm Registration No. 110266W) were the Statutory Auditors of the Company, as per their appointment at the 34^th AGM of the Company held on 28^th September, 2024, for a period of 5 (five) years. However, M/s. J. Singh & Associates, resigned as Statutory Auditors of the company w.e.f. 21^st January, 2026.

Company appointed M/s. SHWETA JAIN & CO LLP, Chartered Accountants (FRN 127673W/W101149) as the Statutory Auditor of the Company for the FY 2025-26 in the Board Meeting held on 03^rd February, 2026 to fill the casual vacancy. The same was approved by the shareholders by passing Ordinary resolution through postal Ballot on 30^th April, 2026.

Company proposes to re-appoint M/s. SHWETA JAIN & CO LLP, Chartered Accountants (FRN 127673W/W101149) as statutory Auditors of the Company for first term of 5 years in the ensuing 36^th Annual General Meeting.

M/s. SHWETA JAIN & CO LLP, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

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 Auditors Report are self-explanatory and therefore do not call for any further comments.

ii) Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nidhi Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report for the financial year ended March 31, 2026 is enclosed to this report as “Annexure A”.

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

iv) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed M/s. B.B. GAGRANI & Co., as the Internal Auditor of the Company for financial year 2026-27. The observations made in the Internal Auditors Report are self-explanatory and therefore do not call for any further comments.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a “Annexure B”.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31^st March, 2026 is available on the Companys website www.atharventerprises.biz/home

17. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review, your Company has directly or indirectly given Loans, Guarantees or Investments. The Details is available in Schedule forming Part of Balance Sheet of the Company.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended March 31, 2026, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

However, there are no materially significant related party transactions during the financial year made by the Company, thus, disclosure in Form AOC-2 is not required.

19. BOARD MEETING

During the year under review, the Board met Eight (8) times on 28^th May 2025, 10^th July 2025, 14^th August 2025, 29^th August, 2025, 10^th November, 2025, 03^rd February, 2026, 11^th February, 2026 and 26^th March, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

20. COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. As on March 31, 2026, the Board has constituted the following committees: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

21. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year; iii. they 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; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

22. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as a “Annexure C”.

A certificate from M/s. Nidhi Bajaj & Associates, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance as “Annexure D”.

23. LISTING ON STOCK EXCHANGE

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2025-26. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

There is a Whistle Blower Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO ETC.

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance. The Board has nothing to report under the head technology absorption. During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding the prescribed limits, during the financial year 2025-26.

28. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2026. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

29. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2025-26, Corporate Social Responsibility is not applicable to the company.

30. SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees of the Company, those of contractors as well as trainees are covered under this Policy.

No complaint was received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31.03.2026 for redressal.

31. CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Chairman & Managing Director / CFO is given at the end of the Corporate Governance Report.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Companys operations in future.

33. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

34. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016.

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

36. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

37. CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

38. DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

39. MATERNITY BENEFIT:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

40. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed dividend lying in terms of section 125(2) of the Companies Act 2013 and accordingly the provisions of said section do not apply.

41. ACKNOWLEDGEMENT

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.