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Company Information

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ADHATA GLOBAL LTD.

18 July 2025 | 12:00

Industry >> Textiles - Spinning - Cotton Blended

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ISIN No INE586D01014 BSE Code / NSE Code 531286 / ADHHATA Book Value (Rs.) 3.48 Face Value 10.00
Bookclosure 16/09/2024 52Week High 60 EPS 0.00 P/E 0.00
Market Cap. 21.22 Cr. 52Week Low 8 P/BV / Div Yield (%) 12.93 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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

1. FINANCIAL RESULTS (Amount In Rs.)

Particulars

STANDALONE

Financial Results

For the year ended
31st March 2025

For the year ended
31st March 2024

Sales & Other Income

5,84,20,208

5,15,82,451

Profit/(Loss) before interest, depreciation & Taxation

55,02,511

(46,81,759)

Less: Interest

(24,22,371)

(28,00,791)

Less: Depreciation

(6,18,677)

(8,90,328)

Profit/(Loss) before Tax

24,61,463

(83,72,878)

Less: Current Tax

-

-

Less: Deferred Tax

-

8,81,284

Profit/Loss after Tax but before Extra-Ordinary Items

24,61,463

(92,54,163)

Add/(Less) Other Items

(40,00,000)

-

Profit

/Loss after Tax and Extra Ordinary Items

(15,38,538)

(92,54,163)

2. COMPANY'S PERFORMANCE

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

3. DIVIDEND

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

4. TRANSFER TO RESERVES:

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

5. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

6. 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.

7. RISK MANAGEMENT

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

8. 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.

9. DIRECTORS AND KEY MANGERAL PERSONNEL

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

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

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

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

10. 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.

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

12. 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.

13. 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
Company's vision. Your Company appreciates the spirit of its dedicated employees.

14. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

15. 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.

16. 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.

17. NO OF BOARD MEETINGS

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

18. AUDIT COMMITTEE

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

19. 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 Director's performance. The
Committee has formulated the criteria for determining qualifications, positive attributes,
independence of the Director send recommend to the Board a Policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.

20. 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"

21. 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 Board's Report. There is no Foreign exchange earnings and
foreign Exchange Outgo during the year

22. AUDITORS:

Statutory Auditors:

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

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

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

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 Mrs. Arti
Vyas, practicing Company Secretary as its Secretarial Auditors to undertake the Secretarial Audit
for the financial year 2024-25. The Secretarial Audit Report certified by our Secretarial Auditors,
in specified form MR-3 is annexed herewith and marked as "
Annexure D".

Internal Auditor:

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

23. 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

24. 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.

25. QUALIFICATION OR RESERVATION OR ADVERSE MARK IN STATUTORY AUDITOR'S
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.

26. 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.

27. 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 2024-25.

28. 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.

29. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATION

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

30. 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.

31. REPORTING OF FRAUD BY THE AUDITORS:

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

32. 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.

33. 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".

34. 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.

35. 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.

Place: Kolkata For and on behalf of the Board of Directors

Dated: 28.05.2025 Vinay Dalmia Vivek Agarwala

Director Director

DIN: 01219851 DIN: 00595954