2. STATE OF COMPANY'S AFFAIRS AND REVIEW OF
BUSINESS OPERATIONS AND FUTURE PROSPECTS:2A. REVIEW OF BUSINESS OPERATIONS:

Your Directors are pleased to present the
performance of the Company for the financial year
ended March 31, 2026. The financial year 2025¬
26 has been a landmark year for the Company,
characterized by significant growth in revenue,
improved profitability, successful capital raising
initiatives and strengthening of its position in the
power and energy infrastructure sector.

The Company continued to focus on operational
excellence, capacity enhancement, customer
satisfaction, product quality and market expansion,
which enabled it to achieve strong financial
results during the year under review. The robust
performance reflects the Company's ability to
effectively capitalize on the growing opportunities
in the power transmission and distribution
industry while maintaining financial discipline and
operational efficiency.

Sales and Revenue

During the financial year ended March 31, 2026,
the Company achieved revenue from operations of
'1,851.32 Crore as against '1,244.18 Crore in the

previous financial year, registering an impressive
growth of 48.80%.

The substantial growth in revenue was primarily
driven by increased execution of orders, expansion
of manufacturing capacity, strong demand from
domestic and international markets and continued
focus on customer acquisition and retention. The

Company also benefitted from favourable industry
trends, particularly in the power transmission,
renewable energy and infrastructure sectors.

The growth in turnover demonstrates the
Company's strong market position, technological
capabilities and the trust reposed by customers in
the quality and reliability of its products.

Profitability

The Company recorded a Standalone Profit After
Tax (PAT) of '217.07 Crore during the financial
year ended March 31, 2026 as compared to
'118.66 Crore in the previous financial year.

The significant improvement in profitability was
driven by higher revenue generation, better
product mix, enhanced operational efficiencies,
economies of scale and prudent cost management
initiatives undertaken by the management.
The Company's continued focus on process
optimization and efficient utilization of resources
has contributed positively to the overall financial
performance.

The healthy growth in profitability reflects the
Company's ability to create sustainable value
for its shareholders while maintaining a strong
foundation for future growth.

Your directors are confident that the Company will
continue to build on its operational strengths and
strategic initiatives to deliver consistent growth
and enhanced stakeholder value in the years
ahead.

2B. STATE OF COMPANY'S AFFAIRS AND FUTURE
PROSPECTS:

Financial Year 2025-26 has been a transformational
and milestone year in the history of Atlanta
Electricals Limited ("the Company"). During the
year under review, the Company successfully
completed its Initial Public Offering (IPO) and
its Equity Shares were listed on BSE Limited
and National Stock Exchange of India Limited.
The successful listing represents a significant
achievement and provides a strong platform for
the Company's next phase of growth.

The Company delivered exceptional financial
and operational performance during the year,
driven by increasing demand from the power
transmission and distribution sector, expansion
of manufacturing capabilities and successful
execution of strategic growth initiatives. Based on
market capitalization as on December 31, 2025,
the Company secured its position among the
Top 1,000 listed entities in India, reflecting the
confidence of investors and stakeholders in the
Company's long-term business prospects.

During the year, the Company's investments in
capacity expansion translated into meaningful
operational outcomes. Following approximately
eighteen months of focused capacity build-out,
the Company enhanced its installed manufacturing
capacity to 63,060 MVA across its five
manufacturing facilities. This expanded capacity
is expected to support the Company's growth
ambitions and enable it to cater to the increasing
requirements of domestic and international
customers.

A significant achievement during the year was the
complete deleveraging of the Company's balance
sheet through repayment of the term loans
relating to the Vadod and BATIPL acquisitions
from the proceeds of the IPO. The strengthened
financial position provides greater flexibility to
pursue future growth opportunities and strategic
investments.

One of the most notable milestones achieved
during the year was obtaining approval from
Power Grid Corporation of India Limited (PGCIL) for
manufacturing transformers up to 400 kV class at
the Vadod facility. The approval was secured within
approximately two years from commencement
of the project, making it one of the fastest
such achievements in the Indian transformer
manufacturing industry. This accomplishment
reinforces the Company's technical expertise,
manufacturing excellence and commitment to
quality standards.

Looking ahead, the Company remains optimistic
about the opportunities arising from India's
rapidly expanding power infrastructure sector. The
Government's continued focus on transmission
network expansion, renewable energy integration,
energy storage systems, industrial growth and
modernization of electrical infrastructure is
expected to create substantial long-term demand
for transformer manufacturing and allied products.

During Financial Year 2026-27, the Company
intends to focus on the successful prototyping
and commercialization of its first 400 kV
transformer at the Vadod facility and its first
765 kV transformer at Atlanta Trafo Limited. The
Company also plans to accelerate export growth,
capitalize on opportunities emerging from Battery
Energy Storage Systems (BESS), data centres and
renewable energy projects, commence commercial
operations at its Inverter Duty Transformer
manufacturing facility and establish its Tank and
Radiator backward integration plant.

With transmission infrastructure investments in
India expected to exceed '9 trillion by 2032, the
Company believes it is strategically positioned to
capitalize on this multi-year growth opportunity.
Supported by enhanced manufacturing capacity,
a strengthened balance sheet, advanced
technological capabilities, a growing customer
base and an experienced management team,
the Company remains committed to delivering
sustainable growth and creating long-term value
for all stakeholders.

Your directors are confident that the Company is
well positioned to sustain its growth trajectory and
achieve higher levels of operational and financial
performance in the coming years.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the
financial year ended March 31, 2026.

4. DIVIDEND:

Considering that the Company's Equity Shares were
listed on BSE Limited and National Stock Exchange of
India Limited during the financial year under review and
keeping in view the Company's future growth plans,
ongoing capital expenditure requirements, expansion
initiatives and the need to conserve resources for long¬
term value creation, the Board of Directors has, after
careful consideration, decided not to recommend any

dividend for the financial year ended March 31, 2026.

The Board believes that retaining the earnings generated
during the year will strengthen the Company's financial
position and provide adequate resources to support its
strategic growth objectives, capacity expansion plans
and emerging business opportunities.

No dividend was declared or paid during the previous
financial year as well.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Company has adopted
a Dividend Distribution Policy which sets out the
parameters and circumstances that shall be considered
by the Board while recommending or declaring
dividend.

The Dividend Distribution Policy is available on
the website of the Company and can be accessed
at: https://aetrafo.com/corporate-governance-

policies.aspx

The Board shall continue to evaluate the Company's
financial performance, cash flows, capital requirements,
future growth opportunities and other relevant factors
while considering dividend declarations in future years,
with the objective of balancing shareholder returns
and long-term sustainable growth.

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

During the financial year under review, there was no
amount of unpaid or unclaimed dividend required to
be transferred to the Investor Education and Protection
Fund ("IEPF") pursuant to the provisions of Section 125
of the Companies Act, 2013 and the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016.

Accordingly, no amount was transferred by the
Company to the IEPF during the year under review.

Further, there were no shares liable to be transferred to
the demat account of the IEPF Authority in accordance
with the applicable provisions of the Companies Act,
2013 and the rules made thereunder.

6. RESERVES:

During the financial year ended March 31, 2026, the
Board of Directors has not proposed any transfer of
profits to the General Reserve of the Company.

The profit earned during the year has been retained

in the Statement of Profit and Loss under the head
"Retained Earnings" and carried forward, details
whereof are disclosed in the Financial Statements
forming part of the Annual Report.

The Board believes that retention of earnings will
strengthen the Company's financial position and
provide adequate resources for supporting future
business growth, capacity expansion, strategic
investments and other operational requirements.

7. MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE ENDS OF THE
FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT:

Pursuant to Section 134(3)(l) of the Companies Act,
2013, your Directors confirm that no material changes
or commitments affecting the financial position of
the Company have occurred between the end of the
financial year i.e. March 31, 2026 and the date of
this Report, except those disclosed elsewhere in this
Annual Report.

The Company continues to maintain a strong financial
position and there have been no significant events,
transactions or developments during the aforesaid
period that would materially impact the operations,
performance or financial position of the Company.

8. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The information relating to conservation of energy,
technology absorption, foreign exchange earnings
and foreign exchange outgo as required under Section
134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is set out
in Annexure-1 forming part of this Board's Report.

The Company continues to focus on energy conservation
measures, process improvements, technological
advancements and operational efficiencies across
its manufacturing facilities with a view to enhancing
productivity, optimizing resource utilization and
promoting sustainable business practices.

9. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section
134(3)(a) of the Companies Act, 2013 read with Rule 12
of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company as
on March 31, 2026 is available on the website of the
Company and can be accessed at: https://aetrafo.
com/financial-information.aspx.

The Annual Return is also available for inspection at
the Registered Office of the Company during business
hours on all working days in accordance with the
applicable provisions of the Companies Act, 2013.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN
FUTURE:

During the financial year ended March 31, 2026 and
up to the date of this Report, no significant or material
orders have been passed by any regulator, court,
tribunal or statutory authority which may impact the
going concern status of the Company or materially
affect its future operations.

The Directors confirm that there are no such orders
requiring disclosure under Section 134(3)(q) of the
Companies Act, 2013 read with Rule 8(5)(vii) of the
Companies (Accounts) Rules, 2014.

11. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has established a robust system of
internal financial controls commensurate with the size,
scale and complexity of its operations. The internal
control framework is designed to provide reasonable
assurance regarding the effectiveness and efficiency
of operations, safeguarding of assets, reliability of
financial reporting, compliance with applicable laws
and regulations and prevention and detection of
frauds and errors.

The Company's internal control systems and
procedures are regularly reviewed and strengthened
to ensure orderly and efficient conduct of business,
adherence to the Company's policies, protection of
assets and accuracy and completeness of accounting
records. The controls are embedded in business
processes and are supported by appropriate standard
operating procedures, delegation of authority matrix
and management review mechanisms.

The Internal Auditor, M/s. AIMS and Associates,
Chartered Accountants, Vadodara, (FRN: 127628W/
W101247) conducts periodic audits across various
operational locations, functions and business
processes of the Company. The scope of internal audit
covers evaluation of the adequacy and effectiveness
of internal controls, risk management processes,
governance framework and compliance with applicable
policies and procedures.

The significant observations arising from internal audit
reviews, together with the status of corrective and
preventive actions, are periodically placed before the
Audit Committee. The Audit Committee closely monitors
the implementation of audit recommendations and
reviews the adequacy and effectiveness of the internal
control environment on an ongoing basis.

The Audit Committee regularly interacts with the
Internal Auditors and Statutory Auditors to review
the financial reporting process, adequacy of internal
financial controls, risk management framework and
compliance with accounting standards and statutory
requirements. Based on such reviews and discussions,
the Audit Committee is satisfied that the Company's
internal financial control systems are adequate and
operating effectively.

The Board of Directors, based on the evaluation carried
out and after considering the recommendations of
the Audit Committee, Internal Auditors and Statutory
Auditors, is of the opinion that the Company has
adequate internal financial controls with reference to
the Financial Statements and that such controls were
operating effectively during the financial year under
review.

During the year under review, no material weakness,
significant deficiency or serious observation was
reported by the Internal Auditors or Statutory Auditors
in respect of the Company's internal financial control
systems.

12. DETAILS OF SUBSIDIARY/ JOINT VENTURES/
ASSOCIATE COMPANIES AND ITS PERFORMANCE
AND FINANCIAL POSITION:

As on March 31, 2026, the Company had three (3)
subsidiaries. During the year under review, there was
no material change in the nature of business carried on
by any of the subsidiaries of the Company.

The Company does not have any associate company
or joint venture within the meaning of Section 2(6)
and other applicable provisions of the Companies Act,
2013.

In accordance with the provisions of Section 129(3)
of the Companies Act, 2013 read with the applicable
Accounting Standards and the Indian Accounting
Standards (Ind AS), the Company has prepared
Consolidated Financial Statements comprising
the financial statements of the Company and its
subsidiaries, which form part of this Annual Report.
The Consolidated Financial Statements present the
financial position, performance and cash flows of the
Company and its subsidiaries as a single economic
entity.

Pursuant to Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features of the
financial statements of the Company's subsidiaries in
Form AOC-1 is attached to this Report as Annexure
- 2 and forms an integral part of this Annual Report.

In accordance with the provisions of Section 136 of the
Companies Act, 2013, the audited Standalone Financial
Statements of the Company, Consolidated Financial
Statements and the audited financial statements of
its subsidiaries are available on the website of the
Company and can be accessed at: https://aetrafo.
com/financial-information.aspx

Pursuant to Regulation 16(1)(c) of the SEBI Listing
Regulations, the Company has adopted a Policy for
Determining Material Subsidiaries. The said Policy
is available on the website of the Company and can

Fresh issue of Equity Shares pursuant to Initial
Public Offer:

During the Financial Year 2025-26, the Company
has issued and allotted 53,11,825 (Fifty-Three Lakhs
Eleven Thousand Eight Hundred Twenty-Five) Shares
of '2.00 each, at an issue price of '754.00 per fully
paid-up equity share (including a premium of '752.00
per equity share) pursuant to Initial Public Offer as
approved by the Board of Directors.

The funds received pursuant to Public Issue, have been
utilised for the objects stated in the prospectus.

During the financial year, there were no instances of
Bonus issue of Shares, issue of shares with differential
voting rights, buy back of shares, and issuance of
shares under Employee Stock Option Schemes.

14. LISTING OF EQUITY SHARES OF THE COMPANY:

During the period under review, the Company got
listed on stock exchange(s) through Initial Public Offer
(IPO) for total 91,22,720 Equity Shares aggregating to
'6,873.41 million, which comprises:

be accessed at: https://aetrafo.com/corporate-
governance-policies.aspx13. SHARE CAPITAL AND DISCLOSURE THEREOF:

As on March 31, 2026, the Authorised Share Capital
of the Company is '20,00,00,000.00 (Rupees Twenty
Crores Only) consisting of 10,00,00,000 (Ten Crores)
Equity Shares of '2.00 each:

As on 31 March, 2026, the Paid-up share capital of the
Company is '15,37,93,250.00 (Rupees Fifteen Crores
Thirty-Seven Lakhs Ninety-Three Thousand Two
Hundred Fifty only) divided into 7,68,96,625 equity
shares of face value of '2.00 each.

During the Financial Year, following changes have
occurred in the Capital Structure of the Company:

a) Fresh Issue of 53,11,825 (Fifty-Three Lakhs Eleven
Thousand Eight Hundred Twenty-Five Only) Equity
Shares of '2.00 each aggregating to '4,000.00
million and

b) Offer for Sale (OFS) of 38,10,895 (Thirty-Eight Lakhs
Ten Thousand Eight Hundred Ninety-Five) Equity
Shares of '2.00 each aggregating to '2,873.41
million.

The issue price was '754.00 (Rupees Seven Hundred
and Fifty-Four only) per share including the premium
of '752.00 (Rupees Seven Hundred and Fifty-Two only)
per equity share.

The Company's equity shares were listed on the
National Stock Exchange of India Limited and BSE
Limited w.e.f. 29^th September, 2025.

15. COMPANY'S POLICY RELATING TO DIRECTORS'
APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES AND
EVALUATION OF BOARD:

The Nomination and Remuneration policy of the
Company for appointment and remuneration of

Directors, Senior Management Personnel 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 is available on
the Company's website at (https://aetrafo.com/
corporate-governance-policies.aspx.)

16. PARTICULARS OF EMPLOYEES AND
REMUNERATION:

In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the
names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said
rules are provided in the Annual Report. Disclosures
pertaining to remuneration and other details as
required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, also form part of this Annual Report and are
set out in the Annexure - 3 to the Directors' Report.

However, having regard to the provisions of second
proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information, is being sent to
all the members of the Company and others entitled
thereto. The said information is open for inspection
and any member interested in obtaining the same may
write to the Company Secretary and will be furnished
on request.

17. ANNUAL EVALUATION BY THE BOARD:

Pursuant to the applicable provisions of the Act and
the SEBI Listing Regulations, the Board monitors and
reviews the board evaluation framework. The Board
works with Nomination and Remuneration Committee
to lay down the evaluation criteria for performance of
Executive as well as Non-executive and Independent
Directors. The Board of Directors has put in place a
process to formally evaluate the effectiveness of the
Board along with performance evaluation of each
Director to be carried out on an annual basis.

The evaluation was conducted via a questionnaire
containing qualitative questions, with responses
provided on a rating scale. Evaluation was based on
criteria such as the composition of the Board and
its Committees, their functioning, communication
between the Board, its committees and the
management of the Company, and performance of the
Directors and Chairperson of the Board based on their
participation in effective decision making and their

leadership abilities.

An independent directors' meeting was held to review
the following:

X Review the performance of non-independent
directors and the Board as a whole.
x Review the performance of the Chairman of
the Company, taking into account the views of
executive directors and non-executive directors.
x 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.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Pursuant to and in accordance with the provisions of
the Companies Act, 2013 and Articles of Association
of the Company, Mr. Amish Patel is liable to retire by
rotation at the ensuing Annual General Meeting and
he is eligible for reappointment.

As of March 31, 2026, your Company's Board had
Seven members comprising three Functional Directors
including Chairman and Managing Director and
four Independent Directors including one Woman
Independent Director:

Details of Key Managerial Personnel as on March 31,
2026 were as under:

The details of Board and Committee composition,
tenure of directors, and other details are available in
the Corporate Governance Report, which forms part of
this Annual Report.

In terms of the requirement of SEBI Listing Regulations,
the Board has identified core skills, expertise, and
competencies of the Directors in the context of the
Company's business for effective functioning. The key
skills, expertise and core competencies of the Board
of Directors are detailed in the Corporate Governance
Report, which forms part of this Annual Report.

19. APPOINTMENT OF INDEPENDENT WOMAN DIRECTOR:

Pursuant to the provisions of Section 149, 152, and 161
of the Companies Act, 2013, and Regulation 17(1C) of
the SEBI Listing Regulations, Mrs. Jinkal Patel has been
appointed as an Independent Woman Director on the
Board of the Company with effect from 10^th January,
2025 for a term of 5 years.

The Company has received a formal declaration from
Mrs. Jinkal Patel under Section 149(7) of the Companies
Act, 2013, and Regulation 25(8) of the SEBI Listing
Regulations, confirming that she meets all the criteria of
independence prescribed under Section 149(6) of the
Act and Regulation 16(1)(b) of the Listing Regulations.
She has further confirmed that she is not disqualified
from holding office as a Director under Section 164
of the Act and is not debarred from holding office by
virtue of any SEBI order.

Her inclusion satisfies the mandatory requirements
under Section 149 of the Companies Act, 2013, and
Regulation 17(1)(a) of the SEBI Listing Regulations,
regarding the mandatory appointment of an
Independent Women Director. This appointment
strictly aligns with the Company's policy on Board
Diversity, ensuring a balanced mix of skills, gender, and
objective viewpoints during boardroom deliberations.

20. DETAILS OF MEETINGS:1. NUMBER OF MEETINGS OF THE BOARD:

The Board convened 12 (Twelve) meetings during
the year under review. The interval between any two
meetings did not exceed 120 days, in compliance
with the requirements of the Companies Act,
2013 and the SEBI Listing Regulations. Detailed
information regarding the Board meetings and
Directors' attendance is provided in the Corporate
Governance Report, which forms part of this
Annual Report.

2. NUMBER OF MEETINGS OF INDEPENDENT
DIRECTORS:

In accordance with the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, two
separate meetings of the Independent Directors

of the Company were held during the financial
year 2025-26 on September 16, 2025 and March
29, 2026.

The primary purpose of these meetings was to
review the performance of the Board as a whole, the
performance of the Non-Independent Directors,
and the Chairman of the Company, while also
assessing the quality, quantity, and timeliness of
the flow of information between the management
and the Board. Such evaluations are essential
for ensuring effective corporate governance
and enhancing the overall performance of the
Company.

All Independent Directors of the Company at
that time, Mr. Milin Mehta, Mr. Dukhabandhu
Rath, Mr. Bhadresh Chauhan and Mrs. Jinkal Patel
were present and actively participated in the
deliberations.

21. COMMITTEES OF THE BOARD:

Corporate Governance Report, which forms an integral
part of this Annual Report, provides comprehensive
and detailed information regarding the composition
of the various Committees of the Board, including the
structure, roles, and responsibilities of each Committee.
It also outlines any changes in their composition
that occurred during the financial year, highlighting
appointments, resignations, or reconstitutions.
Furthermore, the Report includes a summary of the
meetings held by these Committees throughout the
year.

22. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
AND RE-APPOINTMENT, IF ANY:

All Independent Directors of the Company have
submitted their declarations to the Board of Directors,
affirming that they meet the criteria of independence
pursuant to the provisions of Section 149(6) of the
Companies Act, 2013 and Regulation 16 of SEBI
Listing Regulations. Further, in compliance with the

provisions of Section 150 of the Companies Act, 2013
read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all the
Independent Directors have successfully registered
themselves with the online databank maintained by
the Indian Institute of Corporate Affairs (IICA). All
Independent Directors of the Company possess the
requisite integrity, expertise, and experience to fulfil
their roles and responsibilities effectively.

23. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub section (3) of Section 134 of
the Companies Act, 2013, with respect to the Directors'
Responsibility Statement, it is hereby confirmed that:

a) 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 explanation relating to material
departures;

b) The Directors have selected appropriate
accounting policies and applied them consistently
and made judgements and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at
the end of the financial year and of the profit and
loss of the Company for 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
on a going concern basis;

e) The Directors have laid down the Internal Financial
Controls to be 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 were
adequate and operating effectively.

24. MANAGERIAL REMUNERATION:

Under Section 178 (3) of the Companies Act, 2013,
the Nomination and Remuneration Committee of
the board has adopted a policy for nomination,
remuneration and other related matters for directors
and senior management personnel. A gist of

policy is available on the website of the Company
(https://aetrafo.com/corporate-governance-
policies.aspx).

25. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE
BLOWER POLICY:

Pursuant to the provisions of section 177(9) of
the Companies Act, 2013 read with Rule 7 of the
Companies (Meeting of Board and its powers) Rules,
2014, the Company has adopted Whistle Blower
Policy/Vigil Mechanism for directors and employees to
report concerns about unethical behaviour, actual or
suspected fraud or violation of the Code of Conduct.
It also provides for adequate safeguards against
victimization of directors /employees who avail of
the Mechanism. A gist of the policy is available on
the website of the Company (https://aetrafo.com/
corporate-governance-policies.aspx).

The Company affirms that no personnel has been
denied access to the Audit Committee. To ensure the
proper functioning of vigil mechanisms, the Audit
Committee of the Company on a quarterly basis takes
note of the same.

26. DEPOSITS:

Your Company has not accepted any deposit during
the year. Therefore, the details relating to deposits
covered under Chapter V of the Companies Act, 2013
are not applicable.

27. AUDITORS AND AUDIT REPORTS:1. STATUTORY AUDITORS:

M/s PSCA & CO., Chartered Accountants, Vadodara
(having Firm Registration No. 118493W) were
appointed as Statutory Auditors of the Company
for a period of five years commencing from the
conclusion of 37^th Annual General Meeting until
the conclusion of 42^nd Annual General Meeting of
the Company to be held in the Year 2030.

The Auditors' Report on the financial statements
for Financial Year 2025-26 does not contain any
qualification, reservation or adverse remark. There
have been no instances of fraud committed against
the Company by its officers or employees during
the year reportable by the Auditors in terms of
Section 143(12) of the Act.

2. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the

Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI Listing Regulations, the Board of
Directors had appointed M/s Nandaniya Joshi
and Associates, Practising Company Secretaries,
to conduct the Secretarial Audit of the Company
for the financial year 2025-26.

The Secretarial Audit Report for the financial
year ended March 31, 2026 is annexed to this
Board's Report as Annexure - 4. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer. Further,
the Secretarial Auditors have not reported any
instance of fraud under Section 143(12) of the
Companies Act, 2013 during the year under review.

The Board of Directors has also approved, subject
to the approval of the Members, the appointment
of M/s Nandaniya Joshi and Associates,
Company Secretaries, as Secretarial Auditors
of the Company for a term of five consecutive
financial years commencing from 2026-27 up to
FY 2030-31, in compliance with Regulation 24A of
the SEBI Listing Regulations.

CORPORATE GOVERNANCE CERTIFICATE

As required under Schedule V of the SEBI Listing
Regulations, a certificate regarding compliance
with the conditions of Corporate Governance
forms part of the Corporate Governance Report
annexed to this Annual Report. The said certificate
has been issued by M/s Nandaniya Joshi and
Associates, Practising Company Secretaries and
does not contain any qualification, reservation,
adverse remark or disclaimer.

3. COST AUDITORS, COST ACCOUNTS AND
RECORDS:

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, as amended
from time to time, the Company is required to
maintain cost records and have such records
audited by a Cost Auditor.

Accordingly, based on the recommendation of
the Audit Committee, the Board of Directors
appointed M/s. Tanmay Shah & Associates, Cost
Accountants (Firm Registration No. 003608) as

the Cost Auditor of the Company for conducting
the audit of the cost records of the Company for
the financial year 2025-26.

The Cost Audit Report for the financial year 2024¬
25 was filed with the Central Government within
the prescribed time limits. The Company has
maintained the requisite cost records as specified
by the Central Government under Section 148(1)
of the Companies Act, 2013.

Further, the Board of Directors, on the
recommendation of the Audit Committee, has
appointed M/s. Tanmay Shah & Associates, Cost
Accountants (Firm Registration No. 003608) as

the Cost Auditor of the Company for the financial
year 2026-27 at a remuneration as specified in
the Notice convening the ensuing Annual General
Meeting, subject to ratification by the Members of
the Company.

4. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of
the Companies Act, 2013 read with Rule 13
of the Companies (Accounts) Rules, 2014 and
other applicable provisions, if any, the Board of
Directors, based on the recommendation of the
Audit Committee, had appointed M/s. AIMS &
Associates, Chartered Accountants, Vadodara,
(having FRN: 127628W/W101247) as the Internal
Auditor of the Company for the financial year
2025-26.

The Internal Auditor conducts periodic audits of
the Company's operations, financial controls,
compliance framework, risk management systems
and business processes. The scope and coverage
of the internal audit function are reviewed by the
Audit Committee from time to time to ensure
adequacy and effectiveness of the internal control
environment.

The Internal Auditor submits its reports periodically
to the Audit Committee. The audit observations,
recommendations and corrective actions taken
thereon are reviewed by the Audit Committee and
the management on a regular basis to strengthen
internal controls, enhance operational efficiency
and ensure compliance with applicable laws,
regulations and internal policies.

Based on the reports of the Internal Auditor and
the review carried out by the Audit Committee,
the Board is satisfied that the Company's internal
control systems are adequate and operating
effectively.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) activities of
your Company are being implemented directly and
through various implementing agencies. The Company
has constituted a CSR Committee to decide upon and
implement the CSR Policy of the Company.

As on March 31, 2026, the composition of the CSR
Committee was as follows:

The terms of reference of the CSR Committee and
details of the meetings are provided in the Corporate
Governance Report, which forms an integral part
of this Report. Your Company has also formulated
a CSR Policy, which is available on the website of
your Company at (https://aetrafo.com/corporate-
governance-policies.aspx). Annual Report on CSR
activities as required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended
("CSR Rules") is annexed as Annexure-5 and forms an
integral part of this Report.

In accordance with Section 135 of the Companies
Act, 2013, read with the Companies (Corporate
Social Responsibility Policy) Rules, your Company
was required to spend 2% of the average net profits
of the three immediately preceding financial years
towards CSR activities. Accordingly, your Company was
required to incur CSR expenditure amounting to '2.23
Crore in the financial year 2025-26.

During the year, your Company had a shortfall in CSR
expenditure of '0.37 Crore pertaining to Ongoing
Project. In line with statutory provisions, the Company
has deposited unspent amount of '0.37 Crore in
Separate Bank Account.

29. IMPLEMENTATION OF RISK MANAGEMENT:

Your Company has in place a Risk Management
framework to identify, evaluate and monitor
business risks and challenges across your Company.
Your Company has undertaken several Risk
Management initiatives to protect itself against various
internal and external risks. Your Company considers risk
Management as a vital and important function of the
Corporate Governance practices in the Company. The

Company's risk management policies include uniquely
designed Insurance covers for Business Assets, Exports,
Movement of Stocks, Business Continuity, Loss of
Profit, Public liability, Fidelity Guarantee etc. A gist of
the Risk Management Policy is available on the website
of the Company (https://aetrafo.com/corporate-
governance-policies.aspx)

As per SEBI Listing Regulations, the Company has a
Board Level Risk Management Committee, which as on
March 31, 2026, comprised of Executive Directors and
Independent Director.

The Risk Management Committee meets periodically
and monitors the top risks through reporting of key
risk indicators, prepare mitigation plans and monitors
their implementation. The risk assessment and the
progress of the mitigation measures are reported
regularly to the Board of Directors. Moreover, the Risk
Management Committee seamlessly coordinates its
functions with other committees as necessary.

30. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

The details of investments made, loans granted,
and guarantees extended by the Company during
the financial year 2025- 26 under Section 186 of the
Companies Act, 2013 are disclosed in note No. 7 to the
Financial Statements of the Company.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES UNDER SECTION 188:

All Related Party Transactions entered into by the
Company during the financial year under review were in
the ordinary course of business and on an arm's length
basis and were in compliance with the provisions of
the Companies Act, 2013, the Rules made thereunder
and Regulation 23 of the SEBI Listing Regulations, as
amended ("SEBI Listing Regulations").

The Audit Committee has formulated criteria for
granting omnibus approval for repetitive Related
Party Transactions in accordance with Section 177
of the Companies Act, 2013 read with Rule 6A of
the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 23 of the SEBI Listing
Regulations. Pursuant thereto, the Audit Committee
granted the requisite omnibus approvals for Related
Party Transactions proposed to be entered into during
the financial year. The details of the transactions
undertaken pursuant to such omnibus approvals were
placed before and reviewed by the Audit Committee
on a quarterly basis, in accordance with the applicable
statutory requirements.

During the financial year, the Company did not enter
into any Related Party Transaction which was not in the
ordinary course of business or not on an arm's length
basis. Accordingly, the provisions of Section 188(1)
requiring disclosure of such contracts or arrangements
in Form AOC-2 are not attracted and, therefore, Form
AOC-2 does not form part of this Annual Report.

32. CORPORATE GOVERNANCE REPORT:

In accordance with Regulation 34(3) of SEBI Listing
Regulations, a detailed report on Corporate Governance
along with certificate on status of compliances of SEBI
(LODR) are enclosed as Annexure-6.

33. ENVIRONMENT, HEALTH AND SAFETY:

The Company remains committed to conducting
its business in a responsible, sustainable and
environmentally conscious manner. Environmental
stewardship, occupational health, process safety
and resource efficiency form an integral part of the
Company's operational philosophy and long-term
business strategy. The Company continuously strives
to enhance its Environmental, Health and Safety (EHS)
performance through robust governance, compliance
with applicable laws and regulations, adoption of
recognised industry best practices and a culture of
continuous improvement.

The Board of Directors provides strategic direction
and oversight of the Company's EHS framework and
remains committed to fostering a strong culture of
safety, environmental responsibility and operational
excellence across all manufacturing facilities. The
Company's Environment, Health and Safety Policy
establishes the guiding principles and standards
applicable to all its operations and extends to suppliers,
contractors and business partners engaged by or
associated with the Company.

The Company has implemented comprehensive systems
and processes to ensure compliance with all applicable
environmental, health and safety regulations. The
Company continuously monitors emissions, effluents
and waste to ensure that operational parameters
remain within the prescribed statutory limits. The
Company also focuses on improving energy efficiency,
optimising resource utilisation and progressively
reducing its environmental footprint through various
sustainability initiatives.

The health, safety and well-being of employees
continue to be a key priority. Occupational health
surveillance is carried out periodically for employees
working in identified hazardous areas to assess

occupational exposure arising from manufacturing
operations. Periodic preventive health assessments
and counselling programmes are also undertaken to
promote employee well-being and early identification
of work-related or lifestyle-related health concerns.
Dedicated Occupational Health Centres at all
manufacturing locations provide regular medical
monitoring and emergency healthcare support.

To strengthen the Company's safety culture, a
dedicated Health, Safety and Environment (HSE)
Committee oversees the effective implementation
of the Company's safety management systems and
drives continuous improvement initiatives across all
manufacturing units. During the year, the Company
undertook several initiatives, including:

X Conducting structured safety training programmes
for employees covering Safe Crane Operations,
Electrical Safety, Working at Height, Material
Handling and General Workplace Safety.

x Organising regular safety inspections, workplace
audits and safety walks to proactively identify
hazards and implement corrective and preventive
actions.

x Strengthening the Permit-to-Work system and
monitoring near-miss incidents, unsafe acts and
unsafe conditions, accidents and corrective action
plans to improve workplace safety.

x Conducting emergency preparedness
programmes, including periodic mock drills, across
manufacturing facilities to enhance emergency
response capabilities.

x Delivering process-specific safety awareness
programmes for shop-floor employees to reinforce
safe work practices and reinforce operational
discipline and safe work practices.

x Observing National Safety Week, World
Environment Day and other awareness
programmes to encourage employee participation
and reinforce environmental awareness and
workplace safety culture.

The Company continues to invest in sustainable
infrastructure and resource conservation initiatives that
are aimed at reducing its environmental impact. During
the year, the following initiatives were undertaken:

x Installation of rooftop solar power systems at Unit-I
and Unit-II to increase the utilisation of renewable

energy and reduce greenhouse gas emissions.

X Implementation of a rainwater harvesting system
at Unit-III to support water conservation and
sustainable water management.

x Continued initiatives towards pollution prevention,
energy conservation, efficient utilisation of natural
resources and enhancement of green cover within
manufacturing locations.

The Company also works proactively with its
customers and other stakeholders to meet evolving
environmental and sustainability expectations by
manufacturing products that conform to applicable
national and international quality, environmental and
safety standards.

The Company remains committed to continuously
strengthening its EHS performance through responsible
manufacturing practices, technological advancement,
employee engagement and effective governance,
thereby creating sustainable value for all stakeholders
while contributing towards environmental protection
and the well-being of society.

34. HUMAN RESOURCES:

The Company firmly believes that its employees are its
most valuable asset and recognizes that the continued
growth and success of the organization depend upon
the commitment, competence, and dedication of its
workforce. The Company remains focused on fostering
a work environment that promotes professionalism,
integrity, innovation, collaboration, and continuous
learning.

During the year under review, the Company continued
to invest in employee development through various
training and skill enhancement initiatives aimed at
improving productivity, leadership capabilities, and
operational excellence. The Company also emphasizes
employee well-being, workplace safety, equal
opportunity, and adherence to ethical business practices.

As of March 31, 2026, the Company employed 1079
individuals, including both direct employees and
contract labourers, spread across key functional
areas such as management, engineering, operations,
administration, and trainees.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has formulated a Policy for the
Prevention of Sexual Harassment (POSH) in Workplace.

All individuals who are at the Company's premises,
irrespective of employees of the Company or outsiders,
are covered under this Policy.

The Company has constituted an Internal Complaints
Committee to consider and resolve sexual harassment
complaints lodged with the Committee as per the
Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The status of cases received / disposed-off during the
financial year 2025-26 is as follows:

No of cases under process/investigation as NIL
on March 31, 2026

No of cases pending for more than 90 days NIL
No of complaints disposed-off during NIL
Financial Year 2025-26

No of complaints received during Financial NIL
Year 2025-26

To build awareness in this area, the Company has
been conducting awareness sessions during induction,
periodically through online modules and webinars as
well as classroom training. Various awareness sessions
were conducted with permanent employees through
various webinars conducted by outside experts on
POSH during the year.

36. MATERNITY BENEFIT AFFIRMATIONS:

The Company confirms that it has followed the
Maternity Benefit Act, 1961. All eligible women
employees received the required benefits, including
paid leave, continued salary and service, and post¬
maternity support like nursing breaks and flexible
work options. Your Company is in compliance with the
applicable provisions of Maternity Benefit Act, 1961.

37. DATA PRIVACY, DATA PROTECTION, AND
CYBERSECURITY:

The Company is committed to upholding the highest
standards of data privacy and protection. In light of the
increasing reliance on digital infrastructure, the Company
has implemented comprehensive cybersecurity and data
protection policies, aligned with industry best practices
and the evolving regulatory framework, including
provisions under the Information Technology Act, 2000,
and applicable data protection regulations.

The Company continues to invest in digital infrastructure
to ensure robust protection of stakeholder information
and business continuity.

38. INSURANCE:

The Company continues to carry adequate insurance
cover for all insurable assets against unforeseeable
perils like fire, flood, earthquake, Loss of Profit etc. The
Company continues to maintain a liability insurance
policy as per the provisions of the Public Liability
Insurance Act.

39. ACCOUNTING STANDARDS

The Financial Statements of the Company as at and
for the financial year ended March 31, 2026 have been
prepared in accordance with the Indian Accounting
Standards (Ind-AS) notified under section 133 of
the Companies Act, 2013 and applicable provisions
of Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards)
Amendment Rules 2016.

40. STATEMENT ON COMPLIANCE OF APPLICABLE
SECRETARIAL STANDARDS:

Your Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies
Act, 2013.

41. CREDIT RATING:

Your Company's financial discipline and prudence is
reflected in the strong credit ratings ascribed by rating
agencies. Crisil reaffirmed its long term rating at A/
stable and short term at A1.

42. KEY FINANCIAL RATIOS:

Key Financial Ratios for the financial year ended March
31, 2026, have been provided under Note 53 of the
Notes to the Accounts of the Standalone Financial
Statement forming a part of the Annual Report.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, this being the first year of the Company's listing
on the Stock Exchange(s), the Company has undertaken
the necessary processes for reporting its performance
on Environmental, Social and Governance ("ESG")
parameters in accordance with the framework prescribed
by the Securities and Exchange Board of India ("SEBI")
for the financial year ended March 31, 2026.

Reporting of Business Responsibility and Sustainability
Report (BRSR) is not applicable to the Company for the
financial year 2025-26.

44. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under Regulation 34
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), is presented in a
separate section, which forms part of this Annual
Report.

45. PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against
your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the
Company.

46. DIFFERENCE IN THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS:

The Board further confirms that the Company has
not made any one-time settlement with the Bank or
financial institution. Therefore, there was no matter for
difference between the 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.

47. GREEN INITIATIVE:

As part of this initiative, soft copies of the Annual
Report and the Notice of 38^th Annual General Meeting
were sent to all members whose email addresses are
registered with the Company/Depository Participants/
Registrar and Share Transfer Agents (RTA).

Further MCA General Circular No 09/2024 dated
September 19, 2024, SEBI Circular No. SEBI/HO/CFD/
CFD-PoD-2/P/ CIR/2024/133 dated October 03, 2024
exempts companies from the provision dispatching
hard copies of annual report for this Financial Year
2025-26, Accordingly, the soft copies of the Annual
Report 2026 and the Notice of the General meeting
will be emailed to shareholders. However, hard copy
of full annual report will be sent to those shareholders
who request for the same. Members whose email
ID is not registered with the Company may write to
complianceofficer@aetrafo.com for obtaining the soft
copy of the Annual Report.

48. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation
to all Stakeholders, Investors, Customers, Vendors,
Banks, Rating Agency, Central and State Governments,
Employees, the Company's valued investors and
all other business partners, for their assistance and
continued co-operation during the year under review.

The Board also wishes to place on record its
appreciation to the Lead Managers, Legal Counsels,
Securities and Exchange Board of India (SEBI), Registrar
of Companies (ROC), National Stock Exchange of India
Limited (NSE), BSE Limited (BSE), Registrar and Transfer

Agent (RTA), Auditors, Bankers and all Intermediaries
for their co-operation and immense support extended
to the Company in its entire process of the Initial Public
Offerings (IPO). Your directors also place on record
their deep sense of appreciation for the dedicated
service of the employees of the Company.

The Directors also express their gratitude to the
shareholders for their continued confidence in the
Company. Furthermore, we extend our heartfelt
appreciation to the entire Atlanta family for their
tireless efforts and contributions at all levels, ensuring
the Company's continued growth and excellence.

For And On Behalf Of
Atlanta Electricals Limited

Place: Anand
Date: August 27, 2026

Registered Office: _ _

Plot No. 1503/4, GIDC Estate, Chairman and Managing Director Whole-time Director

Vithal Udyognagar, Niral Patel Tanmay Patel

Anand- 388121, Gujarat, India DIN: 00213356 DIN: 00213319

CIN: L31110GJ1988PLC011648