The Board of Directors are Pleased to present the Company’s 31st Annual Report and the
Company’s audited financial statements (Standalone & Consolidated) for the financial year ended
March 31 2025.

1. FINANCIAL RESULTS

The Company’s financial results for the year ended March 31 2025, are summarized below, the PDF
version of the Report is also available on the Company’s website https://shorturl.at/o6omb

Financial Highlights

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING

I. Financial Position

There have been no material change(s) and commitment(s), affecting the financial position of
the Company between the end of the financial year of the Company i.e., March 31 2025 and the date
of this report.

II. Change in the nature of business and capital structure

There has been no change in the nature of business and capital structure of the Company during
the financial year ended on March 31,2025.

3. OPERATIONAL REVIEW

Gross revenues increased to Rs. 28,957.04 Lakhs, against Rs. 22,400.58 Lakhs in the previous year.
Profit before depreciation, exceptional item and taxation was Rs. 3,177.50 Lakhs against Rs. 2,759.93
Lakhs in the previous year. After providing for depreciation and taxation of Rs. 369.55 Lakhs and Rs.
818.56 Lakhs respectively, the net profit of the Company for the year under review was placed at Rs.
1989.39 Lakhs as against Rs. 1,670.54 Lakhs in the previous year.

4. DIVIDEND

During the year under review, no dividend has been recommended.

5. SHARE CAPITAL

As on March 31,2025, the Company has authorized share capital of Rs. 2500 Lakhs consisting of Rs.
2473.47 Lakhs Equity Share Capital comprising 24,73,46,90 equity shares of Rs.10/- each fully paid-up.
There was no change in Share Capital during the year under review.

6. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Atmastco Defence Systems Private Limited is a wholly owned subsidiary of our company. There are
no Joint ventures or associate companies for the reporting period. The salient features of the Subsidiary
are provided in Form AOC-1 as attached herewith in Annexure-A.

7. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements for the financial year ended on March 31st, 2025,
based on the financial statements received from Subsidiary Company, as approved by their respective
Board of Directors, have been prepared in accordance with Accounting Standard 21 on ‘Consolidated
Financial Statements’, notified under the Act, read with the accounting standard rules as applicable.

8. TRANSFER TO RESERVES

During the year under review, Company does not propose to transfer any amount to general reserve
for the FY 2024-25.

9. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION
FUND

During the year under review, Company was not required to transfer any amount in Investor
Education and Protection Fund Account.

10. ANNUAL RETURN

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with
rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments
thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the particular
Financial Year is available on the web-link of the Company https://shorturl.at/9gfdv . and the Annual
Return for Financial Year 2024-25 will be made available in the due course of time after Annual General
Meeting.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies
(Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any
amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and
investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements
provided in this Annual Report also given as follows:

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were conducted on an
arm’s length basis and in the ordinary course of business as part of Company’s philosophy of adhering to
highest ethical standards, transparency and accountability. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the company at large.

The particulars of contracts or arrangements with related parties as defined under Section 188 of the
Companies Act, 2013 in the Prescribed Form AOC-2 is annexed hereto and marked as Annexure-B and
forms part of this Report.

13. INTERNAL CONTROL SYSTEMS AND INTERNAL AUDIT

Your Company has an Internal Control System, commensurate with size, scale and complexity of its
operations. The scope and authority of the Internal Audit function is defined in the internal Audit Manual.
To maintain its objectivity and independence, the Internal Audit Department monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the report of
internal audit function, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and recommendations along with corrective
actions thereon are presented to the Audit Committee of the Board.

14. AUDITORS AND AUDITORS’ REPORT

I. Statutory Auditors

The Members of the Company at the Extra-Ordinary General Meeting held on January 27, 2025
approved the appointment of M/s. A C Surana & Co. (FRN: 010781C) as the Statutory Auditors of the
Company to fill the casual vacancy in the office of M/s. Rajesh Jalan & Associates (FRN:326370E),
Statutory Auditors and to hold the office till the conclusion of the next Annual General Meeting to be held
in the year 2025.

No frauds have been reported by the Statutory Auditors during the Financial Year 2024-2025
pursuant to the provisions of Section 143(12) of the Act. The Reports given by M/s. A C Surana & Co,
Chartered Accountants on the Financial Statements of the Company for FY 2024-25 does not contain any
qualification, reservation or adverse remarks and forms part of the Annual Report.

Further, The Board recommended the Appointment of M/s. A C Surana & Co, Chartered
Accountants, (FRN: 010781C) as the Statutory Auditors of the company for 2 consecutive Financial
years commencing from FY 2025-26 to FY 2026-27, subject to the approval of Shareholders in the
ensuing Annual General Meeting. They have confirmed their eligibility under section 141 of the
Companies Act 2013 and the rules framed there under for appointment as Auditors of company.

II. Secretarial Auditor and Secretarial Audit Report

Stipulated provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr.
Satish Sharma, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the
Financial Year 2023-24 to 2027-28.

The Report of Secretarial Audit in form MR-3 in accordance to Section 204 of Companies Act, 2013
and Secretarial Compliance Report in accordance with Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2025 is annexed
herewith and marked as “Annexure-C” to this Report.

There are no audit qualifications, reservations or any adverse remark in the said Secretarial Audit
Report.

III. Internal Auditor and Auditor Report

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with the
applicable rules made thereunder, Your Company had appointed M/s. Kumar Rupesh & Associates,
Chartered Accountants (Firm Registration No. 023131C) as the Internal Auditor for the financial year
2024-25, and the Internal Audit Report was duly obtained.

Further, your Company has re-appointed M/s. Kumar Rupesh & Associates as the Internal Auditor of
the Company for the financial years 2025-26 and 2026-27.

15. SECRETARIAL STANDARD

During the year under review, the Company has complied with the applicable provisions of the
Secretarial Standards issued by the Institute of Company Secretaries of India.

16. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have
not reported any instances of fraud committed in the Company by its officers or employees to the Audit
Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the
Companies Act, 2013.

17. MAINTENANCE OF COSTING RECORDS

Since the company is not falling under prescribed class of Companies, our Company is not required
to maintain cost records.

18. DEPOSIT

During the year under review, the Company has not accepted any amount falling within the purview
of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance
of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details

relating to deposits covered under Chapter V of the Act or the details of deposits which are not in
compliance with the Chapter V of the Act is not applicable.

However, the company accepted unsecured loans from its directors and in accordance with the

provisions of the rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, details of the

same is as follows: - . , _r

Amt. in INR

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

During the year under review, the Company has taken adequate measures for conservation of energy
and also has gone for any technology absorption. The information on conversation of energy, technology
absorption and foreign exchange earnings & outgo as stipulated under section 134(3)(m) of the Act, read
with Companies (Accounts) Rules, 2014 are set out in Annexure-D to this report.

20. RISKS MANAGEMENT AND AREA OF CONCERN

Your Company has laid down a well-defined Risk Management Policy that encompass risk
identification, risk mapping, trend analysis, risk exposure, potential impact assessment and mitigation
strategies. A detailed exercise is undertaken to identify, evaluate, manage and monitor both business and
non-business risks on a continuous basis.

The Board of Directors frequently reviews the risk landscape and recommends appropriate
measures to mitigate and control identified risks through a structured and well-defined framework.

While market conditions are expected to remain competitive, the Company believes that future
success will depend on its ability to deliver improved products through technological innovation and
enhanced productivity. Accordingly, the Company continues to invest in these areas to sustain its growth
and competitive edge.

The Company has implemented a risk management and internal control framework That is
commensurate with its size and nature of operations. Nevertheless, efforts are ongoing to further
strengthen and enhance the robustness of this framework.

Pursuant to Regulations 21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is not required to continue a Risk Management Committee.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism to comply with the provisions of Section 177 (9)
of the Companies Act, 2013 and Pursuant to Regulation 22 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, for directors and employees to report concerns about
unethical behavior and actual or suspected fraud. It also provides for adequate safeguards against
victimization of employees who avail the mechanism and allows direct access to the Chairman of the
Audit Committee. Whistle-blower policy is put up on the Company’s website and can be accessed
https://shorturl.at/vhlXB

22. PARTICULARS OF EMPLOYEES

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-E”.

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.

23. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of section 135 (9) the Company was not required to constitute a corporate
social responsibility committee, as it states that “where the amount to be spent by a company under sub¬
section (5) does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the
Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee
provided under this section shall, in such cases, be discharged by the Board of Directors of such
company.” Company’s Policy on Corporate Social Responsibility is also placed on the website of the
Company at https://shorturl.at/w0HUP. As part of its initiatives under "corporate social responsibility"
(CSR), the company has contributed funds for the schemes of Improvement in education gap faced by
tribal children. The contributions in this regard have been made to the registered trust which is
undertaking these schemes. The Annual Report on CSR activities initiated and undertaken by the
Company during the year under review is annexed herewith as an Annexure-F.

24. DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no
director has received any commission from the Company thus the said provision is not applicable to the
Company.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL(s)

As of the date of this report, the Board of Directors of the Company comprises of 6 (Six) members
with 3 (three) Executive Director and 1 (one) Non-Executive Directors and 2 (two) Non-Executive
Independent Directors.

I. Change in constitution of Board of Directors

There is no change in constitution of Board of Directors during the financial year 2024-25.

II. Retirement by Rotation

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company,
Mrs. Jayasudha Swaminathan, Executive Director who retires by rotation at the ensuing Annual General
Meeting and being eligible, offers herself for re-appointment. She has confirmed that, She is not
disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013.
Necessary resolution for re-appointment is given under notice of annual general meeting of the company.
Brief profile of aforesaid director is given in the Annual Report.

A. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company
as on the date of this Report are

26. DECLARATION FROM INDEPENDENT DIRECTOR

All Independent Directors have furnished respective declaration stating that they meet the criteria of
Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations. The Independent Directors have also confirmed that they have complied with the
Company’s Code of Business Conduct and Ethics.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

I. In the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards have been followed.

II. The directors 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 as at March 31,2025 and of the profit or loss of the Company
for the year ended on that date.

III. The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

IV. The directors have prepared the annual accounts for the financial year ended March 31,2025 on
a going concern basis.

V. The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

VI. The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

28. NUMBER OF MEETINGS OF THE BOARD

During the FY 2024-25, Eight (8) Meetings of the Board of Directors of the Company were
convened and held.

The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and Listing Regulations and relevant relaxations granted from time to time. The Notice of
board meeting is given well in advance to all the Directors. All the meetings of the board are held at the
Registered Office of the Company. The agenda for the Board meetings include detailed notes on the items
to be discussed at the meeting to enable the Directors to take an informed decision.

All the directors have disclosed their interest in the prescribed form MBP-1 as required under
Section 184 of the Companies Act, 2013.

The details of Attendance of each Director at the Meetings of Board and the last Annual General
Meeting are as follows:

29. INTER-SE RELATIONSHIP AMONG DIRECTORS

Mrs. Jayasudha Swaminathan, Mr. Subramaniam Swaminathan Iyer and Mr. Venkataraman
Ganesan are related to each other and core Skills/Expertise/Competencies Identified by the Board of
Director.

30. CORE SKILLS/EXPERTISE/COMPETENCIES IDENTIFIED BY THE BOARD OF
DIRECTORS

In terms of the requirement of the Listing Regulations the Board has identified the following core
skills/expertise/ competencies of the Directors for effective functioning of the Company in the context of
Company’s business.

Mr. Subramaniam Swaminathan Iyer, Mrs. Jayasudha Swaminathan, Mr. Venkataraman Ganesan
and Mr. Gobichettipalayam Srinivasan Venkatasubramanian, possess all the aforementioned
skills/expertise/competencies. Mr. siddhartha Shankar Roy and Mr. CVS Mukunthan possess the skills
mentioned at Sr. No. 2, 4 & 5.

31. CONFIRMATION ON THE INDEPENDENCE OF THE INDEPENDENT
DIRECTORS

All the Independent Directors have furnished declarations stating they meet the criteria of
independence as laid down in the Companies Act, 2013 and Listing Regulations. The Board of Directors
hereby confirms that in their opinion, the Independent Directors fulfill the conditions specified in the
Listing Regulations and are Independent of the Management. The Company through familiarization
programmes has updated the Independent Directors with nature of Industry, business of the Company
and their roles, responsibilities, rights in the Company etc. To familiarize the new inductees with the
strategy, operations and functions of your Company, the executive directors/senior managerial personnel
make presentations to the inductees about the Company's strategy, operations, product and service
offerings, markets, organization structure, finance, human resources, technology, quality, facilities and
risk management. At the time of appointment of an independent director, the Company issues a formal
letter of appointment outlining his/her role, functions, duties and responsibilities as a director. The detail

of such familiarization programme is available at the website of the Company at
https://shorturl.at/BdHyB

32. COMMITTEES OF THE BOARD

In compliance with the statutory requirements, the Board has constituted various committees. The
terms of reference of these committees are determined by the Board and their relevance is reviewed from
time to time.

A) Audit Committee

I. Terms of Reference

Apart from all the matters provided in regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and section 177 of the Companies Act 2013, the Audit committee
reviews report of the internal auditor, meets statutory auditors as and when required and discusses their
findings, suggestions, observations and other related matters. It also reviews major accounting policies
followed by the company.

II. Composition

The Audit committee presently consists of 3 directors, Mr. Siddhartha Shankar Roy, Mr.
Venkataraman Ganesan & Mr. CVS. Mukunthan. Mr. Siddhartha Shankar Roy has been designated as
chairman of the committee. The Company Secretary acts as the Secretary to the Audit Committee. The
committee met 5 times during the financial year ended March 31, 2025. The attendance record of the
members at the meeting was as follows:

*Mr. Chandan Ambaly has resigned from Board w.e.f 09.05.2025

** Mr. CVS. Mukunthan has appointed in the place of Mr. Chandan Ambaly w.e.f 30.05.2025

B) Nomination & Remuneration Committee and policy:

The Nomination and Remuneration Committee, constituted in accordance with the provisions of
Section 178 of Companies Act, 2013 read with Regulation 19 of the Listing Regulations. The Committee
Comprises of Three Non-Executive Independent Directors. The Company Secretary acts as the Secretary
to Nomination & Remuneration Committee. The Committee met one times during the financial year
ended March 31,2025 and the Composition and attendance of the members are given hereunder:

*Mr. Chandan Ambaly has resigned from Board w.e.f 09.05.2025

** Mr. CVS. Mukunthan has appointed in the place of Mr. Chandan Ambaly w.e.f 30.05.2025

I. Terms of Reference of the Committee are as under:

The roles, powers and broad terms of reference of Nomination and Remuneration Committee are as
follows:

♦ Formulating framework and/or policy for remuneration, terms of employment including service
contracts, policy for and scope of pension arrangements, etc for Executives and reviewing it on a
periodic basis;

♦ Formulating criteria for evaluation of Independent Directors and the Board.

♦ Formulate the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration for the Director.

♦ Identifying persons who are qualified to become directors and who may be appointed as Executives
in accordance with the criteria laid down in this policy, recommend to the Board their appointment
and removal and carry out their evaluation.

♦ Formulating terms for cessation of employment and ensure that any payments made are fair to the
individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully
recognized;

II. Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for
performance evaluation of the individual Directors, Board and its Committee, which includes criteria for
performance evaluation.

Pursuant to the provisions of the Act and the Rules made thereunder, the board has carried out an
annual performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of the Committees of the Board. The board performance was evaluated based
on inputs received from all the Directors after considering criteria such as Board composition and
structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A
separate meeting of the Independent Directors was also held during the financial year for the evaluation
of the performance of non-independent Directors, performance of the Board as a whole and that of the
Chairman of the Board.

The performance of the committees was evaluated by the Board of Directors based on inputs
received from all the committee members after considering criteria such as composition and structure of
committees, effectiveness of committee meetings, etc. The Nomination and Remuneration Committee
has also reviewed the performance of the individual Directors based on their knowledge, level of
preparation and effective participation in meetings, understanding of their roles as directors, etc.

The Nomination and Remuneration Committee of the Board has devised a policy for selection and
appointment of Directors, Key Managerial Personnel and Senior Management Employees and their
Remuneration. The Committee has formulated the criteria for determining qualifications, positive
attributes and independence of a director.

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, a structured
questionnaire was prepared after taking into consideration various aspects of the Board’s functioning,
composition of the Board and its Committees, Culture, execution and performance of the specific duties
obligations and governance. The Performance of the Committees and Independent Directors were
evaluated by the entire board of Directors except for the Director being evaluated. The Performance
evaluation of the Chairman, Non-Independent Directors and Board as a Whole was carried out by the
Independent Directors. The board of Directors expressed their Satisfaction with the outcome of
evaluation and the process followed thereof.

III. The details of remuneration for the year ended March 31, 2025 to the Executive Directors
are as follows:

No Commission or remuneration or perquisite was paid to and no service contract was entered into
or stock options granted to any non-executive director. The Company has paid sitting fees of Rs 15,000/-
per meeting for attending meetings of Board to Non-Executive Directors during the financial
year 2024-25.

The Company has in place a policy for remuneration to the Directors, the Key Managerial Personnel
and the Senior Management Personnel, criteria for the selection of candidates for appointment to the said
positions which has been approved by the Board. The policy covers the compensation structure i.e.
Remuneration to Executive Directors, KMP and Senior Management Personnel.

IV. The salient features of the Nomination and Remuneration Policy are as under Selection and
appointment of the Board Members

The Committee, along with the Board, reviews on an annual basis, appropriate skills, characteristics
and experience required for the Board as a whole and its individual members. The objective is to have a
Board with diverse background and experience in business, government, academics, technology and in
areas that are relevant for the Company’s operations.

V. Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) and Senior
Management Personnel (s) (SMPs)

Their remuneration shall be governed by the external competitive environment, track record,
potential, individual performance and performance of the company as well as industry standards. The
remuneration determined for MD/ WTDs, KMPs and SMPs are subjected to the approval of the Board of
Directors in due compliance of the provisions of Companies Act, 2013.

The Non-executive Directors of the company are paid remuneration by way of sitting fees only for
attending the meetings of the Board of Directors. Beside the sitting fees they are also entitled to
reimbursement of expenses. The Non-executive Directors of the Company are not paid any other
remuneration.

The policy is available on the Company’s website at https://shorturl.at/VpeQd

C) Stakeholders relationship Committee

The Stakeholders Relationship Committee has been constituted in accordance with the provisions of
section 178 of the Companies Act, 2013 and regulation 20 of the listing Regulations. The Committee
comprises of 3 Members out of which one is Non-Executive Director and one is Non-Executive
Independent Director and one is Executive Director. The Chairman is Non-Executive Director.

The Company Secretary is Secretary to the Committee.

During the year 2024-2025, the Stakeholders relationship committee met one time.

The attendance at the Shareholders/Investors Grievance Committee is given below:

*Mr. Chandan Ambaly has resigned from Board w.e.f 09.05.2025

** Mr. CVS. Mukunthan has appointed in the place of Mr. Chandan Ambaly w.e.f 30.05.2025

During the year 2024-25, No complaints were received from shareholders and investors.

33. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

The Company has received a certificate from Satish Sharma, Practicing Company Secretaries, Durg,
that none of the Directors on the board of the company have been debarred or disqualified from being
appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any
such statutory authority. The Certificate of Company Secretary in practice is annexed and Marked as
Annexure-G

34. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of
the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The
Insider Trading Policy of the Company lays down guidelines and procedures to be followed and
disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and
to maintain the highest ethical standards of dealing in Company’s shares. The Insider Trading Policy of
the Company covering the code of practices and procedures for fair disclosures of unpublished price
sensitive information and code of conduct for the prevention of Insider Trading is in place.

The aforementioned policy is available on the website of the Company at www.atmastco.com

35. CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of
the Company; they have to be abiding by the rules and laws applicable on the company for the good
governance and business ethics. It describes their responsibility and accountability towards the company.
Policy of the company relating to this is available for the access at the website www.atmastco.com

36. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

The Listed Entity is always required to be committed to being open and transparent with all
stakeholders and in disseminating information in a fair and timely manner. Investors of the entity also
expect timely and accurate information from the company as its supports and foster confidence in the
quality and integrity of information released by the Company. So under this policy, the management of
the company determines the material events of the company and disclose them for their investors. Under
this policy company may decide all those events and information which is material and important and is
compulsory to be disclosed for the investors about the company, policy related to this is available at the
website www.atmastco.com

37. PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act. The Company
accordingly has policy in this is available at the website www.atmastco.com

38. ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared
by the employees of the company under this policy any material information relating to the company
shall be hosted on the website of the company for the investors and public and remain there for period of
five year. Policy related to this is available at the website www.atmastco.com

39. DETAILS OF APPLICATION/ PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the Year FY 2024-25, the company has neither made any application nor initiated any
proceedings under the Insolvency and Bankruptcy Code, 2016

40. 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

Not Applicable, as there are no 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.

41. GENERAL BODY MEETING

Details of location, time & date of last three (3) Annual General Meetings (AGM) are given below:

Resolutions passed through postal ballot & details of voting pattern:

No resolution was passed through postal ballot during the Previous years under review.

Special Resolution proposed to be conducted through postal ballot & procedure thereof:

No Special Resolution is proposed to be conducted through postal ballot for the year ended March 31, 2025

42. GENERAL SHAREHOLDER INFORMATION

1. Annual General Meeting : AGM shall be held on Monday 29th September 2025 at 12:30 PM
via at Hotel Grand Dhillon A-1, Nehru Nagar Square, G.E. Road, Priyadarsani Parisar West,
Bhilai, Chhattisgarh 490020

2. Financial Year: 1st April to 31st March.

3. Listing on Stock Exchanges and Stock Code : The Equity Shares of the Company are listed on
the following stock exchange:

The ISIN Number for dematerialized shares: INE05DH01017

4. Listing Fee : The Annual Listing Fees has been paid to each of the above Stock Exchange for the
FY 2024-25

5. Stock Market price data, high and price of equity shares on the National Stock Exchange
of India Limited and performance in comparison to broad-base indices i.e. NSE are as
under:

High/Low of Market price of Company’s equity shares traded on the National Stock Exchange.
During the financial year ended on March 31,2025 was as follows:

TABLE - 1: STOCK MARKET PRICE DATA

Table - 2: Performance of The Share Price of The Company in Comparison to Nifty50 for The
Period 1st April, 2024 to 31st March, 2025 is Given Below:

**The above shareholders list is non-pan based and 1 lot equal to 400 shares.

Table - 4: Shareholding Pattern As On 31st March, 2025

Disclosure for securities that are suspended from trading: None of the securities of the Company are suspended
from trading during the FY 24-25.

43. REGISTRAR & SHARE TRANSFER AGENTS:

The Company has appointed Cameo Corporate Services Limited as its Registrar & Share Transfer
Agent, whose content details are as follows
CAMEO Corporate Services Limited
(SEBI Registration no. INR000004058)

Subramanian Building', No.1, Club House Road,

Chennai - 600 002, Tamil Nadu
Mobile: 91- 98922 35816
Email : investor@cameoindia.com

44. SHARE TRANSFER SYSTEM

The Registrars and Share Transfer Agent have put in place an appropriate share transfer system to
ensure timely share transfers.

Further, SEBI had vide its circular dated January 25, 2022, mandated companies to issue its
securities in Demat form only while processing various service requests such as issue of duplicate
securities certificates, sub-division, consolidation, transmission, etc. to enhance ease of dealing in
securities markets by investors. Members who are holding shares in physical form are hereby requested
to convert their holdings in electronic mode to avail various benefits of dematerialisation.

45. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015
is not applicable to the company; however, your Company adheres to good corporate practices at all
times.

46. SEBI COMPLAINTS REDRESSAL SYSTEMS (SCORES):

SEBI has initiated SCORES for processing the investor complaints in a centralized web-based
redress system and online redressal of all the shareholders complaints. your company is in compliance
with the SCORES and redressed the shareholders complaints well within the stipulated time.

Investor complaints are processed at SEBI in a centralized web-based complaints redress system.
The salient features of this system are centralised database of all complaints, online upload of Action
Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the
complaints and their current status.

As mandate every company Company shall submit ATR on timely basis with respect to the
complaints received from SCORES. In case any investor is still not satisfied with the outcome of the
resolution, they can initiate dispute resolution through the ODR Portal. The ODR Portal has the
necessary features and facilities to, inter alia, enroll the investor to file the complaint/ dispute. Your
Company has done necessary enrolment on the ODR Portal.

47. DEMATERIALIZATION OF SHARES AND LIQUIDITY

As on March 31, 2025, 2,46,71,690 Equity Shares aggregating to 99.75% of the total issued and
paid-up shares Capital of the Company were held on dematerialized form.

48. RECONCILIATION OF SHARE CAPITAL AUDIT:

As stipulated by SEBI (Depositories and Participants) Regulation, 2018, a Qualified Chartered
Accountant or a Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to
reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) and the total issued and paid-up capital. This audit is carried
out every quarter and the report thereon is submitted to the stock exchanges and is placed before the board
of directors of the Company for their information. The audit, inter alia, confirms that the listed and paid-
up capital of the company is in agreement with the aggregate of the total number of shares in
dematerialized form held with NSDL and CDSL and the total number of shares in physical form.

49. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE:

As part of the green initiative process, the company has taken an initiative of sending documents like
notice calling Annual General meeting, Directors Report, Audited Financial Statements, Auditors Report
etc., by email. Physical copies are sent only to those shareholders whose email addresses are not
registered with the company and for the bounced-mail cases. Shareholders are requested to register their
email id with Registrar and Share Transfer Agent / concerned depository to enable the company to send
the documents in electronic form or inform the company in case they wish to receive the above
documents in paper mode.

50. OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE
INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY :

As on date, the Company has not issued GRSs, ADRs or any other Convertible Instruments.

51. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING
ACTIVITIES :

The Company does not trade in commodities. The Commodity price risk and commodity hedging
activities are not applicable to the Company.

52. PLANT LOCATIONS :

Address for correspondence :

The Company Secretary & Compliance Officer
Atmastco Limited

157-158, Light Industrial Area, Nandini Road, Opp.

Karuna Hospital, Durg, Bhilai
Chhattisgarh, India, Pin: 490026
Mobile : 91 8249443281
E-Mail : cs@atmastco.com
Website : https://www.atmastco.com/

53. LIST OF ALL CREDIT RATINGS OBTAINED BY THE ENTITY ALONG WITH ANY
REVISIONS THERETO DURING THE RELEVANT FINANCIAL YEAR, FOR ALL DEBT
INSTRUMENTS OF SUCH ENTITY OR ANY FIXED DEPOSIT PROGRAMME OR ANY
SCHEME OR PROPOSAL OF THE LISTED ENTITY INVOLVING MOBILISATION OF
FUNDS, WHETHER IN INDIA OR ABROAD : Not Applicable

54. OTHER DISCLOSURE

1. Disclosure on materially significant related party transactions that may have potential
conflict with the interests of the Company at large :

There were no materially significant related party transactions during the financial year
2024-25 that could have had a potential conflict with the interests of the Company at large.

All related party transactions entered into during the year were in the ordinary course of
business and on arm’s length basis, and have been disclosed in the notes forming part of the
Financial Statements in accordance with applicable accounting standards.

Further, the Policy on Related Party Transactions, which defines the criteria for determining
materiality and the manner of dealing with such transactions, has not been adopted by the Board
since the provisions of Regulation 23(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 were not applicable to the Company during the financial year
2024-25.

2. Details of non-compliance by the Company, penalties, strictures imposed on the Company
by Stock Exchanges or SEBI or any statutory authority, on any matter related to Capital
Markets, during the last three years; NIL

3. Disclosure of Commodity Price Risk and Commodity Hedging Activities

Your Company does not trade in commodities. The Commodity price risk and commodity
hedging activities are not applicable to the Company. Therefore, the said disclosure is not
applicable to the Company.

4. Details of utilization of funds raised through preferential allotment or qualified
institutions placement as specified under regulation 32 (7 a):

During the year under review, the Company has not raised any funds through preferential
allotment or qualified institutions placement during the year under review.

5. Whether the board had not accepted any recommendation of any committee of the
Board which is mandatorily required, in the relevant financial year.

During the Financial Year 24-25, the Board has accepted all the recommendation of its
committee.

6. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 / Internal Complaint Committee.

Your Company has always believed in providing a safe and harassment free workplace for
every individual working in company’s premises through various interventions and practices.
The Company always endeavors to create and provide an environment for all its employees that
is free from discrimination and harassment including sexual harassment. Your Company has
constituted an internal Complaint Committee under the act in compliance with The Sexual
Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 to
address and prevent instances of harassment in the workplace.

Your Company has a detailed policy in place in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“Act”). Internal Complaints Committees (“ICC”) have been set up to redress complaints
received regarding sexual harassment and the Company has complied with provisions relating
to the constitution of ICC under the Act. This policy has striven to prescribe a code of conduct

for the employees and all employees have access to the Policy document and are required to
strictly abide by it. All employees (permanent, contractual, temporary, trainees) are covered
under this Policy. During the year 2024-2025.

The composition of the Internal Committee is as follows:

1. Mrs. Annapoorani Iyer (Presiding Officer)

2. Mrs. Reena Barai (Executive Member)

3. Mrs. Shibbi K Nair (Executive Member)

4. Mr. S. Ishwar Rao (Executive Member)

5. Mr. N.S Alavandar (External Member)

Further, during the period under review, the Company had not received any complaints on
sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the status is as follows:

7. There are no agreements which impact the management or control of the Company or
impose any restriction or create any liability upon the Company as specified under
Regulation 30A read with clause 5A to para-A of part A of schedule III of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

8. Details of material subsidiaries of the Company, including the date and place of
incorporation and the name and date of appointment of the statutory auditors of such
subsidiaries :

Your Company does not have material subsidiary Companies as on reporting date. Hence,
the said disclosure is not applicable.

9. CFO certification:

As part of our commitment to financial integrity and transparency, the Chief Financial
Officer (CFO) certifies that the financial statements presented in this report fairly represent the
financial position, results of operations, and cash flows of the company in accordance with
applicable accounting standards and regulatory requirements. Further, the CFO affirms that the
company maintains adequate internal control systems to safeguard assets, ensure the accuracy
of financial reporting, and comply with applicable laws and regulations. The CFO confirms that
the company has complied with all relevant legal and regulatory requirements governing
financial reporting, including disclosure obligations and transparency standards. The CFO
certifies that the information provided in this report, including financial data and disclosures, is
accurate and complete to the best of their knowledge and belief.

The certification provided by the Chief Financial Officer underscores our commitment to
upholding the highest standards of financial governance and transparency. Stakeholders can
rely on the integrity and accuracy of the financial information presented in this report.

Additionally, CFO certification adds credibility to the financial information presented in
the board report and reassures stakeholders about the accuracy and reliability of the company's
financial reporting. The CFO certification is attached as Annexure H for stakeholders' reference.

10. Disclosure of shares held in suspense account

As per regulation 34(3) read with Schedule V of the Listing Regulations, no shares of the
Company is lying in the suspense account.

11. Management discussion and analysis report forms part of this Annual Report

The Management discussion & analysis report forming part of this report, as required under
the Regulation 34(2) of the SEBI (LODR) Regulations,2015 is annexed herewith and marked as
Annexure- I.

12. Means of Communication:

Half-yearly and Annual Financial Results of the Company are communicated to the Stock
Exchanges immediately after the same are considered by the Board. They are also uploaded on
the company’s website https://shorturl.at/dQBVY . The results are published in accordance
with the guideliness of the Stock Exchanges.

In line with the existing provisions of the Listing Agreement, the Company has created a
separate e-mail address viz. cs@atmastco.com to receive complaints and grievances of the
investors.

55. Acknowledgement:

The Board of Directors extends its sincere gratitude to all Government authorities, regulatory
bodies, financial institutions, consultants, and shareholders for their continued guidance and support.
The Board also acknowledges the unwavering commitment and efforts of the employees and workforce,
whose dedication has played a pivotal role in the operational and financial progress of the Company
during the year.

For and on behalf of the Board
FOR ATMASTCO LIMITED

Sd/- Sd/-

Venkataraman Ganesan Subramaniam Swaminathan Iyer

Chief Financial Officer & Director Managing Director

DIN:00892697 DIN:01243936

Place: Bhilai

Date: 29^th August 2025