Atishay Ltd

To,

The Members of Atishay Limited

The Board of Directors of your Company are pleased to present their Twenty fifth Board report, on the business and operations of the Company together with the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The summary of the Standalone performance is set out below:

(H In Lakhs)

2. REVIEW OF THE OPERATIONS OF THE COMPANY

During the financial year ended 31^st March 2025, your Company has recorded total income of H 5325.64 as against H 4,522.27 Lakhs during the previous financial year 2023-24. The profit before tax amounted to H 957.89 Lakhs as against profit before tax to H 762.30 Lakhs in the previous year. The Net Profit for the year amounted to H 700.52 Lakhs as against Net profit amounted to H555.36 Lakhs reported in the previous year. The total comprehensive income for the year under consideration remained at H 704.41 Lakhs as against H562.59 lakhs during the previous financial year 2023-24.

3. DIVIDEND

Keeping in mind the overall performance and outlook of your Company and earlier trend of declaring dividend, the Board of Directors at their meeting held on April 29, 2025, has recommended dividend of H 1/- (Rupee One) per equity share (i.e.10 %) of face value H10.00 (Rupees Ten only) each on the equity shares of the Company for the financial year 2024-25, subject to the approval of

shareholders at the ensuing Annual General Meeting and subject to the TDS as may be applicable. The dividend will be paid to those members whose names appear in the Company's register of members and to those persons whose names appear as beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited as on the cut off date i.e. Tuesday, June 03, 2025 and shall be paid with in the period of 30 days from the date of declaration at the Annual General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961.

The Company has fixed Tuesday, June 03, 2025 as the Record Date for the purpose of determining the eligibility of members to attend and vote at the 25^th Annual General Meeting (AGM) and to receive dividend for the financial year 2024-25, if approved at the AGM.

4. AWARDS

Your directors are pleased to inform that your Company has received various awards and recognitions. For more details, kindly refer ‘Awards & Recognitions' section forming part of this Annual Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015 forming part of this Annual Report.

6. TRANSFER TO RESERVE

Your directors proposed to transfer H 420.31 Lakhs to the General Reserves out of the profits available with the Company for appropriations.

7. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review, forms part of this Annual Report.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

a) CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY

During the period under review, there have been no changes in the Authorized Share Capital of the Company. The Authorised Share capital stand at H 15,00,00,000/-(Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) equity shares with a face value of H10/- each.

During the period under review, there have been no changes in the paid-up capital structure of the Company. The paid- up equity share capital of the Company stands at H 10,98,13,330/- (Rupees Ten Crores Ninety-Eight Lakhs Thirteen Thousand Three Hundred Thirty Only), divided into 1,09,81,333 (One Crore Nine Lakh Eighty-One Thousand Three Hundred Thirty- Three only) equity shares with a face value of H 10/- each.

b) STATUS OF SHARES IN D-MAT FORM

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31,2025, The Company has 10981333 paid up equity shares. The details of the dematerialized and physical shares are as under:

c) EMPLOYEE STOCK OPTION PLAN 2020'

During the financial year 2020-21, pursuant to the approval of the shareholders by way of Postal ballot on December 23, 2020, the Company had approved / adopted Atishay Limited - Employee Stock Option Plan 2020'(or ‘AL-ESOP2020'), under which eligible employees are granted an option to purchase shares subject to vesting conditions. Such AL- ESOP 2020' enable the Company to attract and retain the appropriate talent; motivate the employees with reward opportunities, create a sense of ownership amongst them, and promote increased participation by them in the growth of the Company. The Company has approved ESOP schemes for options not exceeding 10,00,000 (Ten Lakhs) equity shares

of the face value of H10/-(Rupees Ten only) each at such price or prices, and on such terms and conditions, as may be determined by the Board in accordance with the provisions of AL ESOP-2020 and in due compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and other applicable laws, rules and regulations. No option has been granted to the employees during the year under review.

The disclosures as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is attached to this report as Annexure 1 and is also available on the Company's website viz.,URL: https:// atishav.com/esop-scheme-and-esop-disclosures/

Please refer note No. 36 of Notes forming part of Standalone Financial Statements for further disclosures on ESOPs. The Company does not have any scheme to fund its employees for the purchase of shares of the Company.

Your Company has received the certificate from the Secretarial Auditor of the Company certifying that the ESOP scheme is implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and is in accordance with the resolution passed by the members of the Company. The certificate would be placed at the Annual General Meeting for inspection by members.

The AL-ESOP 2020 complies with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there have been no material changes to this plan during the financial year 2024-25.

10. GENERAL DISCLOSURES

During the year under review, the Company has not entered

into any transactions which covered under the following

provisions and no disclosure or reporting is required.

1. Details relating to deposits covered under Chapter V of the Act and rules made there under.

2. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

3. As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

4. As per rule 16(4) of the Companies(Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company's going concern status and operations in future.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board.

7. There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

8. There is no Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

9. There is no one time settlement of loans taken from banks and financial Institution.

10. The details with respect to unpaid dividend for the financial year 2018-19, 2020-21 and 202324 can be accessed at https://www.atishay.com/ dividend-information/

11. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year under review and as on the date of report, there have been no material changes and commitments made which would affect the financial position of the Company.

12. HUMAN RESOURCE MANAGEMENT

Our most valuable asset is our team of professionals. We are committed to hiring and retaining the best talent. For this we do this by emphasizing the need of fostering a collaborative, transparent, and participatory organizational culture, as well as rewarding excellence and consistent high performance. Our human resource management focuses on allowing our people to advance their careers, develop their talents, and plan. The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate

HR function and a critical pillar to support the organization's growth and its sustainability in the long run. Atishay's multidisciplinary workforce is committed to operating safely and to world class quality standards. In these challenging circumstances, employees have shown commitment and resilience during the past twelve months, consistent with our values of excellence, integrity and professionalism.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review, your Company has not granted any loans, guarantees or made any investments under Section 186 of the Companies Act, 2013 and rule made there under.

a. STATUTORY AUDITORS:

At the Twenty Second Annual General Meeting of the Company, the members of the Company has approved and re-appointed M/s B.M Parekh & Co., Chartered Accountants, Mumbai (Registration no. 107448W), as Statutory Auditors of the Company, to hold such office for a period of 5 (five) years from the conclusion of the Twenty Second Annual General Meeting of the Company till the conclusion of the Twenty Seventh Annual General Meeting of the Company, in terms of the applicable provisions of Section139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

M/s B M Parekh & Co., Chartered Accountants, have audited the books of accounts of the Company for the financial year ended March 31, 2025 and have issued the Auditor's Report there on. There are no qualifications or reservations or adverse remarks or disclaimers in the said report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditor's Report, read together with the notes on financial statements are self-explanatory and hence do not call for any further comments under section 134 of the Act.

The Company has obtained a certificate of independence and eligibility for their appointment as Statutory Auditors and the same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are not disqualified for re-appointment.

b. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company does not fall within the scope of Section 148(1) of the Companies Act, 2013 and

therefore does not require to maintain cost records as specified by the Central Government.

c. SECRETARIAL AUDITORS

In compliance with the provisions of Section 204 and other applicable provisions 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 Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on April 29, 2025, approved the appointment of M/s. NILESH A. PRADHAN & CO. LLP, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from 1^st April, 2025 to 31^st March, 2030, subject to the approval of the shareholders at the ensuing General Meeting.

The Company has obtained a consent and eligibility letter from the firm, confirming its compliance with the eligibility criteria prescribed under the Companies Act, 2013 and SEBI LODR Regulations. The firm holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI). They have also confirmed that they are not disqualified from being appointed and have no conflict of interest. Further, they have declared that they have not undertaken any prohibited non- secretarial audit assignments for the Company, in compliance with Section 204 of the Companies Act, 2013 and the rules made thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions. Further, the firm has the necessary qualifications, expertise, and experience to carry out the Secretarial Audit and to issue the Annual Secretarial Compliance Report in accordance with applicable laws.

After careful evaluation of the firm's professional competence, independence, and track record, the Audit Committee and the Board are of the view that M/s. NILESH A. PRADHAN & CO. LLP is well-suited for the said appointment.

Further, Secretarial Audit Report for the financial year 2024-25 as issued by CS Prajakta V Padhye,

Practicing Company Secretary, Partner of M/s Nilesh A. Pradhan & Co., LLP, Company Secretaries, Mumbai (Membership No. FCS 7478; CP No 7891) in Form MR-3 is annexed to the Board's Report as Annexure-2 which is self-explanatory and do not call for any further explanation of the Board.

d. INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013, and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on April 29, 2025, approved the appointment of M/s. Briska & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 000780C), as the Internal Auditor of the Company for the financial year 2025-26.

The Company has obtained a consent and eligibility letter from the said firm confirming its readiness and eligibility for the appointment. The firm has been entrusted with the responsibility to conduct the internal audit of the Company and provide independent assurance on the adequacy and effectiveness of internal controls, risk management systems, and governance processes.

Further, the Internal Audit Report for the financial year 2024-25, submitted by M/s. Briska & Associates, was presented before the Audit Committee and the Board at their meeting held on April 29, 2025 respectively. The report, along with management's responses, was reviewed and discussed in detail to ensure timely implementation of the recommendations and to strengthen the internal control environment of the Company.

e. SECRETARIAL STANDARDS

Pursuant to Section 205 of the Act, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (‘ICSI') to ensure compliance with all the applicable provisions read together with the relevant circulars issued by MCA during pandemic.

15. ANNUAL RETURN

The Company has prepared its Annual Return as on 31^st March 2025 in Form MGT-7. The said return will be placed on the Company's website for public access at https:// atishay.com/regulation-46/

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

The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo pursuant to provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014 are as below:

17. a) DETAILS OF THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs) OF THE COMPANY

As on March 31, 2025, the Board of Directors of the Company comprised 6 (Six) Directors, of whom 2 (Two) were Executive Directors, 3 (Three) were Non-Executive Independent Directors, and 1 (One) was a Non-Executive Woman Director.

b) PARTICULARS OF CHANGE IN THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR

During the period from 01^st April 2024 to 31^st March 2025, there were changes in the Composition of the Board of Directors of the Company. The details of the same areas under :

1. RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Rekha Jain, (DIN: 00039939) Director of the Company will retire by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting of the Company.

18. INDEPENDENT DIRECTORS AND THEIR DECLARATION

As on March 31, 2025, the Company has 3 (three) Non-Executive Independent Directors, in compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. The terms and conditions of appointment of the Independent Directors are placed on the website at the following web link https://atishay. com/wp-content/uploads/2024/12/Terms-Condition-of- Appintment-of-Director.pdf

All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1) of the SEBI (LODR) Regulations, 2015 read with Section149(6) of the Companies Act, 2013.As per the SEBI (LODR) Regulations 25 (8) states that every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause of sub - regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and the board of directors of the company shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.

During the financial year 2024-25 and in adherence to the Code of Independent Directors outlined in Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on March 20, 2025. The purpose of the meeting was to evaluate the performance of non-independent directors and the board as a whole, assess the performance of the chairman of the company taking into account the views of executive and non- executive directors, evaluate the quality, quantity, and timeliness of the flow of information between the company management and the board, and discuss other matters pertaining to the company's operations and future plans. The said meeting was conducted without the presence of any executive or non-executive board members. The requisite quorum was present at the meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (Including the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made there under and are independent of the management.

The Independent Directors have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company

have passed or are exempted from undertaking the online proficiency self-assessment test. These confirmations have been placed before the Board.

None of the Independent Directors hold office as an Independent Director in more than seven listed companies as stipulated under Regulation 17A of the Listing Regulations. The maximum tenure of Independent Directors is determined in accordance with the Act and rules made there under, in this regard, from time to time.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties, and responsibilities. Furthermore, in accordance with the requirements of SEBI (LODR)Regulations, 2015, the Company also organizes a familiarization programme for the Independent Directors to enlighten them about the Company, their roles, rights, and responsibilities within the Company, the nature of the industry in which the Company operates, and the business model of the Company, among other aspects. Periodic presentations are made to the Board and Board Committee meetings on business and performance updates of the Company, business strategy, and associated risks. Quarterly updates on relevant statutory changes and judicial pronouncements, encompassing important amendments, are provided to the Directors.

All details necessary for Independent Directors to familiarize themselves with the business and culture of the Company, including the details of such programmes imparted to them, are available on the Company's website and can be accessed at the following weblink: https://atishay.com/wp-content/uploads/2025/04/2c- Familiarization-Programmes.pdf.

a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company's policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2025, the Board of Directors of the Company comprised 6 (Six) Directors, of whom 2 (Two) were Executive Directors, 3 (Three) were Non-Executive Independent Directors, and 1 (One) was a Non-Executive Woman Director.

Mr. Akhilesh Jain, Chairman & Managing Director, Mr. Archit Jain, Whole-time Director and Mrs. Rekha

Jain, Director of the Company are the Promoters of the Company. The members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.

b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their programme. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

The Board met 5 (five) times during the financial year 2024-25 namely on May 10, 2024, May 23, 2024, July 16, 2024, October 11, 2024 and January 14, 2025. The gap between two meetings did not exceed 120 days in accordance with the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015. Details regarding the attendance of Directors in the meetings of Board and the previous Annual General Meeting has been included in the Corporate Governance Report which is forming part of this Annual Report.

c) Information available for the members of the Board

The Board has complete access to any information within the Company. The Company has provided inter alia following information:

• Financial results of the Company;

• Minutes of meetings of the Board, Committees;

• Periodic compliance reports which includes non-compliance, if any;

• Disclosures received from Directors;

• Related party transactions;

• Regular business updates;

• Report on action taken on l a st Boa rd

Meeting decisions;

• Various Policies of the Board;

• Code of Conduct for the members of the Board;

• Discussion with the Auditors and the audit committee members.

a) Code of Business Conduct & Ethics

The Company has adopted a comprehensive Code of Conduct for the Board of Directors and Senior Management ("the Code"), which is applicable to all Directors and Employees of the Company. The

Code mandates that all concerned personnel act with honesty, fairness, integrity, and ethics, and conduct themselves in a professional, courteous, and respectful manner.

Pursuant to recent amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting held on April 29, 2025, reviewed and approved the amended Code of Conduct. A copy of the revised Code has been uploaded on the Company's website and is accessible at the following link: https://atishay.com/wp-content/

uploads/2025/05/Code-of-conduct-of-Board-of- Directors-SM.pdf

All members of the Board and the Senior Management team are required to affirm compliance with the Code on an annual basis. The Code has been duly circulated among the Directors and members of the Senior Management, and annual declarations confirming compliance are obtained from them. A declaration to this effect, signed by the Managing Director, forms part of this Annual Report.

Furthermore, members of the Senior Management also give disclosure periodically to the Board related to any material, financial, or commercial transactions in which they may have a personal interest and which could potentially conflict with the interests of the Company.

b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and Committee positions held by him/ her in other companies, including Chairmanships, and notifies the Company of any changes during the year.

While discharging their duties, the members of the Board avoid any conflict of interest in the decision- making process. They also recuse themselves from discussions and voting on any transactions in which they have a concern or interest.

c) Insider Trading Code

The Company has adopted a Code of Conduct for Prevention of Insider Trading ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("PIT Regulations"). The Code is applicable to all insiders of the Company, including designated persons and their immediate relatives, connected persons, fiduciaries, and intermediaries. The Code shall come into effect from the date of listing of the Equity Shares of the Company on a stock exchange in India, pursuant to the initial public offering of such Equity Shares.

The Company Secretary has been designated as the Compliance Officer for monitoring adherence to the PIT Regulations.

Further, there have been no violations of the Insider Trading Regulations during the financial year ended March 31, 2025. The Company has diligently complied with all applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Code of Fair Disclosure and interna! Procedures for insider Trading

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted a comprehensive Code of Fair Disclosure, including the Determination of Legitimate Purpose, along with Internal Procedures and a Code of Conduct for Regulating, Monitoring, and Reporting of Trading by Designated Persons ("the Code").

This Code sets out the procedures and compliances required for the preservation of Unpublished Price Sensitive Information (UPSI) and aims to reg?late trading in the Company's securities by Directors and other designated persons, as identified therein.

For detailed information, stakeholders may refer to the following links on the Company's website:

Insider Trading Policy: https://atishay.com/wp-

content/uploads/2024/12/Code-of-Conduct- Insider-Trading.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information: https://atishay.com/wp-content/

uploads/2024/12/ATISHAY-CODE-OF-PRACTICES- AND-PROCEDURES-FOR-FAIR-DISCLOSURE.pdf

21. COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and other Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function Charters as per the applicable provisions. These Committees play an important role in the overall management of day- to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. During the year under review, the Board has the following Committees:

a) AUDIT COMMITTEE

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies

Act, 2013 and the Regulation 18 of the SEBI(LODR) Regulations, 2015. The Audit Committee was constituted on June 23, 2014.

As on March 31, 2025, the Audit Committee comprised three Independent Directors and one Whole-time Director. Mr. Rajendra Saxena, a Non-Executive Independent Director, served as the Chairman of the Committee, while Mr. Ajay Mujumdar, Mr. Arun Shrivastava, and Mr. Archit Jain were its members. All members of the Committee possess relevant experience and expertise in financial matters. Mrs. Sambedna Jain acted as the Secretary to the Committee.

Further, it is informed that due to the completion of the second consecutive term of Mr. Arvind Vishnu Lowlekar, (DIN: 01614733), Non-Executive Independent Director on June 21, 2024, and Mrs. Poonam Agrawal (DIN : 06970570), Non-Executive Independent Director on September 16, 2024, the Board, at its meetings held on May 10, 2024 and July 16, 2024, respectively, appointed and inducted new members and accordingly reconstituted the Audit Committee.

The Composition of the reconstituted Audit Committee is as under. All members are financially literate and possess the requisite expertise in financial and accounting matters:

In addition to the Audit Committee members, Statutory Auditors, the Chief Financial Officer, head Internal Auditors, are also invited to the Audit Committee Meetings, on need basis. The Company Secretary of the company is the Secretary of the Committee.

Furthermore, the other details such as composition of committee, terms of reference, powers, duties & Responsibilities, meeting and attendance records are included in the Corporate Governance Report which forms part of this Annual Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of theCompany are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual

or suspected fraud or violation of Code of Conduct

and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

No whistle blower complaints were received during the financial year 2024-25. The policy is available on the Company's website at the following link: https:// atishay.com/wp-content/uploads/2024/12/Vigil- mechanism-Policy.pdf

b) STAKEHOLDER/INVESTORS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company constituted the Stakeholders' Relationship and Investors Grievances Committee on June 23, 2014, which was subsequently reconstituted on June 20, 2019.

The Committee is primarily responsible for overseeing and ensuring the effective redressal of shareholders' and investors' grievances. Its scope includes matters relating to the transfer/ transmission of shares, non-receipt of annual reports, non-receipt of declared dividends, payment of unclaimed dividends, and other related issues.

Additionally, the Committee also reviewed and addressed matters aimed at enhancing investor services and strengthening investor relations. The

Board of Directors was kept informed of all significant developments pertaining to investor-related issues through periodic reports and statements submitted to the Board from time to time during the year.

As on March 31, 2025, the Stakeholder/Investors Relationship Committee comprised three (3) Directors. Mr. Arun Shrivastava, Non-Executive Independent Director, serves as the Chairman of the Committee, while Mr. Ajay Mujumdar and Mrs. Rekha Jain are the other members. Mrs. Sambedna Jain acts as the Secretary to the Committee.

Further, due to conclusion of the second consecutive term of Mrs. Poonam Agrawal, Non-Executive & Independent Director, on September 16, 2024, and the cessation of Mr. Akhilesh Jain as member of the Committee, the Board of Directors of the Company, at its meeting held on July 16, 2024, appointed and inducted new members and accordingly reconstituted the Stakeholders' Relationship and Investors Grievances Committee.

The details of the reconstituted members of the Stakeholders' Relationship and Investors Grievances Committee are as follows:

Furthermore, the other details such as composition of committee, terms of reference, powers, duties & Responsibilities, meeting and attendance records are included in the Corporate Governance Report which forms part of this Annual Report.

DETAILS OF INVESTOR'S REQUESTS/COMPLAINTS REPORT FOR THE PERIOD APRIL 01, 2024 TO MARCH 31, 2025 ARE GIVEN BELOW:

c) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee ("NRC") has been constituted in terms of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Board has approved a Policy on Nomination and Remuneration Directors, KMPs and other Senior Management Personnel. The committee believes that sound succession planning of the senior leadership is the most important ingredient for creating a robust future for the Company.

Accordingly, the committee has adopted a rigorous process to ensure that the Board selects the right candidates for senior leadership positions keeping in line with the policy devised on Board diversity. The Chairman of the Committee is an Independent Director.

As on March 31, 2025, the members of Nomination and Remuneration Committee comprises of three Non-Executive, Independent Directors and one (1) Non-Executive Directors. Mr. Ajay Mujumdar serves as the Chairman of the said Committee, with Mr. Rajendra Saxena, Mr. Arun Shrivastava and Mrs. Rekha Jain as its members. Mrs. Sambedna Jain, acts as the Secretary to the Committee.

Further to inform you that due to conclusion of the second consecutive term of Mr. Arvind Vishnu Lowlekar, Non-Executive & Independent Director of on June 21, 2024 and Mrs. Poonam Agrawal, Non- Executive & Independent Director on September 16, 2024, the Company at its Board meeting held on May 10, 2024 and July 16, 2024 had appointed and inducted new members and re-constituted the Nomination and Remuneration Committee.

The reconstituted members of the Nomination and Remuneration Committee are stated below:

Furthermore, the other details such as composition of committee, terms of reference, powers, duties & Responsibilities, meeting and attendance records are included in the Corporate Governance Report which forms part of this Annual Report.

The Nomination and Remuneration policy was adopted by the Board on the recommendation of Nomination & Remuneration Committee. The Policy is available on the website of the Company at the following web link: https://atishay.com/ wp-content/uploads/2024/12/Nomination-and- Remuneration-Policy.pdf

MECHANISM FOR EVALUATION OF BOARD, COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has established criteria for evaluating the performance of the Board of Directors, the Chairman of the Board, its Committees and Independent Directors of the Company. These criteria include parameters such as contribution to the Board, attendance, effective participation, domain knowledge, among others, which are taken into account during the evaluation process by the Committee and/or the Board.

In accordance with the requirements of the SEBI (LODR) Regulations, 2015, and the provisions of the Companies Act, 2013, a structured performance evaluation was conducted for the financial year 2024-25. This evaluation covered the Board as a whole, the Chairman, various Committees, and the Independent Directors. A structured questionnaire was developed to facilitate this process.

Based on the questionnaire, the evaluation was carried out by the Directors, focusing on the performance and effectiveness of the Board and individual Directors, as well as the fulfilment of independence criteria outlined in SEBI regulations. Directors subject to evaluation did not participate in their own assessment.

The Independent Directors held a separate meeting on March 20, 2025, and evaluation report was submitted to the Nomination and Remuneration Committee. The report reflected the current strengths of the Company's governance practices and confirmed compliance with the applicable provisions of the SEBI (LODR) Regulations, 2015, and Section 134 of the Companies Act, 2013. The Board expressed satisfaction with the evaluation process. The overall performance of the Board, the Chairman, and the Independent Directors for the financial year 2024-25 has been rated as excellent. The Company's governance practices are strong,

and the leadership has effectively contributed to Atishay Limited's sustained growth and compliance.

COMPANY'S POLICY ON REMUNERATION OF DIRECTORS, KMPS AND OTHER EMPLOYEES

The Nomination and Remuneration Policy was adopted by the Board based on the recommendation of the Nomination and Remuneration Committee and is available on the Company's website. The Policy outlines the remuneration framework for Directors, KMPs, and other employees, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. The Policy is available on the Company's website at the following weblink: https://atishay.com/wp-content/uploads/2024/12/ Nomination-and-Remuneration-Policy.pdf

d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

CSR is commitment of the Company to improve the quality of life of the community and society at large and an initiative to assess and take responsibility for the company's effects on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society.

As on March 31, 2025, the members of Corporate Social Responsibility (CSR) Committee comprises of 3 (Three) Directors. Mr. Archit Jain serves as the Chairman of the said Committee, with Mrs. Rekha Jain and Mr. Ajay Mujumdar as its members. Mrs. Sambedna Jain, acts as the Secretary

to the Committee.

The members of the CSR Committee

are stated below-

The Corporate Social Responsibility Policy was adopted by the Board on the recommendation of Corporate Social Responsibility Committee. The Policy is available on the website of the Company at the following weblink https://atishay.com/wp- content/uploads/2024/12/CSR-Policy.pdf

The Board of Directors, at its meeting held on July 16, 2024, approved a budget of ?5,80,527 (Rupees Five Lakhs Eighty Thousand Five Hundred Twenty- Seven only) for undertaking CSR activities during the financial year 2024-25.

In addition to the above, the Board also authorized the Executive Directors to incur additional expenditure of up to ?15.00 Lakhs, if required, towards CSR initiatives as specified under Schedule VII of the Companies Act, 2013, to provide flexibility in addressing any emergent needs during the year.

During the financial year, the Company has spent an amount of ?15.00 Lakhs on CSR activities in accordance with Schedule VII of Section 135 of the Companies Act, 2013.

In compliance with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Report on Corporate Social Responsibility (CSR) for the financial year 2024-25, containing details of the budgeted amount, actual expenditure, and any unspent amount, if any, has been prepared and annexed to the Board's Report as Annexure-3.

Furthermore, the other details such as composition of committee, terms of reference, powers, duties & Responsibilities, meeting and attendance records are included in the Corporate Governance Report which forms part of this Annual Report

ADMINISTRATION COMMITTEE

The Board has constituted the Project Management and Administration Committee at its Meeting held on January 22, 2024 to oversee the pre and post execution formalities of the project and its administration process effectively for smooth business operations of the Company.

The Project Management and Administration Committee consist of the following members areas under:

The Company Secretary acts as secretary to the Committee.

(ii) BUSINESS DEVELOPMENT AND ADMINISTRATION COMMITTEE

The Board has constituted the Business Development and Administration Committee at its Board meeting held on January 22, 2024 to comply with the formalities related to routine business administrative matters on frequent basis like opening and closing of bank current accounts, addition /deletion of authorized signatories pertaining to banking requirement, availing of the Corporate card facility from Banks/ financial Institutions, execution of various documents on behalf of the Company with the statutory authorities, change of bank account to represent the Company at various courts, government authorities.

The Business Development and Administration Committee consist of the following members are as under:

The Company Secretary acts as Secretary to the Committee.

(iii) BORROWING COMMITTEE

The Board has constituted the Borrowing Committee at its Board meeting held on January 22, 2024, recognizing the significance of prudent financial management within our Company and expansion of long-term success of the Company and to support the financial requirements of the Company from time to time and for smooth ongoing of the business operations, to handle the execution process effectively.

The Borrowing Committee consist of the following members are asunder:

The Company Secretary acts as Secretary to the Committee.

(iv) LOAN AND INVESTMENT COMMITTEE

The Board has constituted a Loan and Investment Committee on May 23, 2024. The said Committee is authorized to manage financial and strategic decisions, to make investments, grant loans or guarantees, incorporate new entities in India or abroad, and acquire shares or enter into joint ventures, LLPs, or partnerships, as approved by the Board under Section 186 of the Companies Act, 2013 and for smooth ongoing of the business operations of the Company.

The Loan and Investment Committee consist of the following members are asunder:

The Company Secretary acts as Secretary to the Committee.

22. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013(SHWWA)

Your Company is committed to providing a work environment that ensures everyone is treated with dignity and respect. The Company is also committed to promoting equality at work and an environment that is conducive to professional growth for all employees and encourages equal opportunity. Your Company does not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees are not subjected to any form of harassment including sexual harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

The said policy is available on the website of the Company and can be accessed at https://atishay.com/ wp-content/uploads/2024/12/PQSH-Policv.pdf. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year ended March 31, 2025, the Company has not received any Complaints pertaining to Sexual Harassment.

The Committee met 1 (Qne) time during the financial year 2024-25 on April 08, 2024. All the members had attended the meeting of the Committee. The requisite quorum was present at all the meetings. Mrs. Sambedna Jain, act as a Secretary to the Committee.

23. CORPORATE GOVERNANCE

Qur corporate governance practices reflect our value system encompassing our culture, policies and relationships with our stakeholders. At Atishay our board exercises its fiduciary responsibilities in the widest sense of the term. Qur disclosures seek to attain the best practices in Corporate Governance. also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The Report on Corporate Governance as per the requirement of SEBI (Listing Qbligations And Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certif?cate from M/s. Nilesh A. Pradhan & Co., LLP, Company Secretaries, confirming the compliance with the conditions of Corporate Governance has been included in the said Report.

A certificate from the Managing Director and Chief Financial Qfficer of the Company in terms of SEBI (Listing Qbligation Disclosure Requirements) Regulations 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

24. SUBSIDIARY COMPANY(IES)

The Company does not have any subsidiary and, accordingly, the related provisions are not applicable. However, in the interest of promoting better corporate governance, the Board of Directors, at its meeting held on April 29, 2025, voluntarily formulated and adopted a Policy on Material Subsidiaries. The policy is available on the Company's website and can be accessed at the following link: https://atishay.com/wp-content/uploads/2025/05/ Material-Subsidiarvvv.pdf

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION 188(1)

All Related Party Transactions entered into during the year under review were conducted on an arm's length basis and in the ordinary course of business. Accordingly, the provisions of Section 188(1) of the Companies Act, 2013 were not attracted, and the requirement of disclosure in Form AQC-2 is not applicable.

As per the provisions of regulation 23 of SEBI (LQDR), Regulation 2015, all Related Party Transactions were placed before the Audit Committee for prior approval. The Company has established a process to periodically review and monitor such transactions. Qmnibus approval was obtained on an annual basis for transactions of a repetitive nature. All Related Party Transactions were in the ordinary course of business and at arm's length.

The Audit Committee and the Board of Directors have approved the Policy on Related Party Transactions, which is available on the Company's website at the following link: https://atishay.com/wp-content/uploads/2024/12/ Related-Party-Transaction-Policy.pdf

26. RELATED PARTY DISCLOSURES

The disclosures with respect to the related party (ies)has been mentioned in Note No. 39 to the financial statements.

27. PARTICULARS OF EMPLOYEES

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board's report as Annexure 4.

During the financial year 2024-25, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under section 197(12) of the act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014.

28. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) Your directors have selected such 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 as on March 31, 2025 and of the profit of the Company for that year;

c) Your 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;

d) The said accounts have been prepared on a going concern basis;

e) Your Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively;

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

29. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems that commensurate with the nature of its business, size and complexity of its operations. Internal control systems consisting of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at allocations of the Company and reports the same on quarterly basis to the Audit Committee.

The statutory auditors of the Company have audited the financial statements included in this annual report and

have issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

During the period under review, the Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

30. RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defense cover of the Company's risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company's Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization's objectives, assessing the terms of likelihood and Magnitude of impact and determining response strategy.

The Company is exposed to market risk, credit risk, liquidity risk, regulatory risk, human resource risk and commodity price risk and said risks has been mentioned in Note 42 of standalone financial statements being part of this Annual Report.

Market Risk

Market risk is the risk that changes market prices, such as foreign exchange rates(currency risk) and interest rates (interest rate risk), which affect the Company's income or value of its holding of financial instruments. The objective of market risk management is to manage

and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair value of fixed interest-bearing investments because of fluctuations in the interest rates.

Cash flow interest rate risk is the risk that the future cash flows of floating interest - bearing investments will fluctuate because of fluctuations in the interest rates.

The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long- term debt obligations.

The sensitivity analysis for interest rate risk has been mentioned in Note 42 of standalone financial statements being part of this Annual Report.

Foreign currency risk

The Company is not exposed to any foreign currency risk. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Financial instruments that are subject to concentrations of credit risk principally consists of trade receivables, unbilled receivables, cash and cash equivalents, bank deposits and other financial asset.

The Company's revenue combination is of government and private parties. The company is having majority of receivables from Government undertakings. The exposure to credit risk at the reporting date is primarily from long due trade receivables of Government undertakings.

In case of private customers, the Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

31. APPRECIATION

Your Company's organizational culture upholds professionalism, integrity, and continuous improvement across all functions, as well as efficient utilization of the Company's resources for sustainable and profitable growth. Your directors acknowledge with gratitude and wish to place on record their appreciation for the dedication and commitment of your Company's employees at all levels, which has continued to be our major strength. Your directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward to their continuous support.

32. CAUTIONARY STATEMENT

Statements in this Board's Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.