ATV Projects India Ltd

Your Directors are pleased to present the 38 Report together with the Audited Statement of Accounts for the year ended 31 March, 2025.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Material changes and commitments which have occurred after the close of the year till the date of this report, which affect the financial position of the Company are reported at appropriate places to this report.

2. TRANSFER TO RESERVES:

For the period ended 31st March, 2025 the Company has not transferred any sum to Reserve.

3. SHARE CAPITAL:

The Authorized Share Capital of the company as on 31st March, 2025 is Rs.75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/- each. The Issued & Subscribed capital as on same date is Rs. 53, 11, 74,250 divided into 5, 31, 17,425 equity shares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March, 2025 remained Rs.5255.57 Lacs. During the year under review the Authorized, Issued, Subscribed and Paid-up capital of the company remained unchanged.

During the financial year, the Company initiated the process of reclassifying certain entities from the 'Promoter' category to the 'Public' category, in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These entities either held no equity shares or held less than 1% of the Company's total shareholding.

The proposal for reclassification was approved by the Board of Directors at its meeting held on 9th August, 2023 and an application was subsequently submitted to BSE Limited on 18th August, 2023.

The following entities were considered for reclassification from the 'Promoter' category to the 'Public' category:

1. Apple Steels Private Limited

2. Chaturvedi Growth Funds Private Limited

3. Krishna Suppliers Private Limited

4. Maharshi Agro Private Limited

5. Manmohak Farm Products Private Limited

6. Marsh Energy Private Limited

7. Rainbow Multi Techs Private Limited

8. Soubhagya Finance Private Limited

9. Yamuna Estate Private Limited

10. Akhil Marketing Private Limited (22,597 shares of ATV) 11. Krishna Advisors Private Limited (54,222 shares of ATV) 12. Mamta Holdings Private Limited (20,035 shares of ATV)

BSE Limited granted its approval for the said reclassification on 18th June, 2024. Accordingly, Promoters holding zero holding and less then 1% were moved to Public Category. These changes were subsequently incorporated in all the filings with the BSE and Regulatory authorities.

4. DIVIDEND:

The company has earned profits during the year; however, it would like to retain the same for the growth of the company. Hence, the company is not declaring the dividend for the current year.

5. OPERATION/ STATE OF COMPANY'S AFFAIRS:

Your Mathura plant is fully equipped to undertake fabrication of critical equipment required in Chemical & Petrochemical/Hydrocarbon, Cement, Hydro Power, Steel, Sugar, Desulfurization (FGD) and DeNOX system, Power Sectors and etc.

In order to enhance our machining capabilities for manufacture and supply of critical equipment required for cement and Power sectors. Company has installed some additional new machines and replaced the old machines with new modern machines such as welding, drilling, Grinding, Cutting machines etc.

The existing CNC Horizontal Boring Machine (Skoda make), which has been retrofitted for enhanced functionality, is currently in continuous operation. It is being effectively utilized for in-house machining of various components related to cement plants, hydro and power projects, and other heavy fabrication assignments. To further improve its performance, the machine is scheduled for comprehensive servicing and calibration by a specialized agency. This initiative is aimed at enhancing operational speed, machining accuracy, and overall efficiency in handling high-precision jobs.

Newly installed VTL (Vertical Turret Lathe) is continuously under operation & the various cement, hydro, power plant equipment & other heavy machining job are being machining in house.

Retro-Fitting of Tube Bending Machine: To align with projected business opportunities and client expectations, ATV is undertaking a comprehensive retro-fitting of its existing, non-operational tube bending machine. The initiative follows strong assurance from a key client regarding significant future orders for economizers, superheaters, and other tube-based components upon enhancement of this capability. The retro-fitting work, being carried out by the Original Equipment Manufacturer (OEM), will include critical mechanical and control system upgrades to restore the machine to modern operational standards, thereby strengthening our production capacity and responsiveness.

Our in-house developed Design and Engineering team is fully operational, & giving their performance in meeting the eligibility criteria required for participation in tenders floated from various Companies & executing the engineering services (Drawing & Design) for new awarded projects including ‘U' Stamp services.

Enlistment with EIL: Your Company has already been approved by EIL for manufacturing & supplies for Carbon steel pressure vessels up to 100 mm thickness and we are getting the business for pressure vessels & other process equipment. This major milestone has really paved the way for future growth in Oil & gas sector. We are continuously bidding using the qualification criteria and getting regular business from Chemical-petro chemical & refineries sector etc.

Enlistment with PDIL: Your Company has successfully secured approval and enlistment with PDIL as an approved manufacturer of CS Pressure Vessels. This significant milestone is expected to pave the way for receipt of future enquiries and orders, particularly from the fertilizer and allied sectors. In view of the numerous upcoming fertilizer projects across India, ATV is actively pursuing an enhancement of its approval scope across additional categories, thereby positioning itself to cater to a broader range of engineering and fabrication requirements.

Future Business Outlook

We are expecting approx. Rs. 100 Crores orders in the financial year of 2025-26 for manufacturing of various equipment from the clients namely M/s L&T, M/s ISGEC, M/s. Voith, M/s Andritz Hydro Pvt. Ltd., M/s FL Smidth Private Limited, M/s Humboldt Wedag India Pvt Ltd. M/s SAEL & M/s Thyssen/NRL, PP Boiler, Thermo Fab, Gramp Enviro Solutions Pvt. Ltd, IOCL, GAIL, Kemcco, Power Machine- Hydro etc.

New business development:

Management is planning to retrofitted / replace the old machinery at our plant as the existing machines are 30/40 years old and to be at par in the global market, discussion with the technical staff and the consultant are going on.

Your company has been contacting several industries in the field of cement for new contracts. Your company, after obtaining RDSO approval for fabrication of heavy steel Girders, railway bridges for the railway are negotiating with several companies for fabrication of railway bridges.

Your company is in discussion and expecting few orders in the field of Steel & Power. We are exploring various options for tie up with a technology provider for ethanol for Indian and African markets to execute project in India and Africa. Indian government policy to increase ethanol blending from existing approx. 5 to 20% will generate lot of business in this sector.

Tie up with Engineering Consultant like Korus engineering solutions may also open a lot of business opportunities for ATV projects by joint bidding for EPC projects in steel sector.

Your company to expand its business in the EPC projects of boilers. By tying up with M/s Avant Garde System & Controls Pvt Ltd, you are able to offer a wide range of services that includes design, manufacturing, supply, installation, erection, and commissioning. This will enable you to provide turnkey solutions to your clients, which can be very attractive to them. The fact that the scope of the tie-up covers different industries such as sugar, distillery, steel, power, chemical, petrochemical, food processing, co-generation plant, waste-to-energy, and textile projects is an advantage as it opens up multiple business opportunities for your company. You can leverage this opportunity to achieve significant growth and success in the EPC projects of boilers.

Your company is already enlisted in Engineers India Limited for manufacturing & supply of Carbon Steel Pressure Vessels up to 100 mm thickness and now ATV is planning to enhance the approval in various categories like Heat Exchangers & Stainless Steel Vessels etc.

Your company has expanded its business in the static equipment by increasing its capacity & quality for manufacturing and supply of Pressure Vessels of higher thickness ranges by obtaining the ASME U, S & R Stamps Certification. Obtaining the ASME U, S & R Stamp Certification certainly has opened up new opportunities for your company and helped to attract more customers who require pressure vessels that meet ASME standards. We have started getting business with ASME Stamp certification.

6. MANAGEMENT:

Company is managed by well qualified, experienced professionals guided by the Board of Directors.

7. BOARD OF DIRECTORS:

The Board is duly constituted having combination of Executive and non Executive Directors.

During the year under review,

Mr. M. V. Chaturvedi, Chairman (DIN: 00086331) is the Permanent Director.

Mr. K.S. Nalwaya (DIN: 01259966) is the Independent Directors of the Company.

Mr. Arun Kumar Sharma (DIN: 09247743) who was appointed as a Whole Time Director in the Annual General meeting on 10th August, 2022 for a term of three years will be completing his tenure as a Whole Time Director. Based on recommendations of Nomination and Remuneration Committee in its meeting held on 19th July,2025 and the Board of Directors at their meeting held on 19th July, 2025 recommended, re-appointment of Mr. Arun Kumar Sharma (DIN: 09247743) as a Whole Time Director for a second term of 5 years, consent of shareholders by way of special resolution is proposed in the 38th Annual General Meeting of the Company.

Mrs. Payal Sanghavi (DIN-08133682) who was appointed as an Independent Woman Director in the Annual General meeting on 10th August, 2022 for a term of three years will be completing her tenure as an Independent Woman Director. Based on recommendations of Nomination and Remuneration Committee in its meeting held on 19th July,2025 and the Board of Directors at their meeting held on 19th July, 2025 recommended, reappointment of Mrs. Payal Sanghavi (DIN-08133682) as an Independent Woman Director for a second term of 5 years, consent of shareholders by way of special resolution is proposed in the 38th Annual General Meeting of the Company.

Mrs. Deepa Rai (DIN- 09373145) who was appointed as an Independent Director in the Annual General meeting on 10th August, 2022 for a term of three years will be completing her tenure as an Independent Director. Based on recommendations of -

Nomination and Remuneration Committee in its meeting held on 19th July, 2025 and the Board of Directors at their meeting held on 19th July, 2025 recommended, re-appointment of Mrs. Deepa Rai (DIN- 09373145) as an Independent Director for a second term of 5 years, consent of shareholders by way of special resolution is proposed in the 38th Annual General Meeting of the Company.

Mr. Harish Chandra Gupta (DIN: 02237957), is a Non Executive Director will retire by rotation in this Annual General Meeting. Being eligible, he offers himself to be reappointed as Director.

During the year Mr. H. P. Sharma ceased to be an Independent Director of the Company due to his sad demise on 24th August, 2024.

Mrs. Pooja Bagwe has resigned from the position of Whole Time Director and Company Secretary of the Company w.e.f. from 25th December, 2024, and Mrs. Sarada Patro has been appointed as a Company Secretary w.e.f. 11th February, 2025.

Mr. Rakesh Tiwari (DIN- 10805204) who has been appointed as Additional Director with effective from 26th October, 2024 designated as Independent Director. As per SEBI LODR, 2015 Mr. Rakesh Tiwari (DIN- 10805204) appointment has been regularized through Postal Ballot on 17th January, 2025.

The Company has received declaration from Independent Directors that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act and Regulation16(1)(b) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015

None of the Directors of the company are disqualified for being Directors as specified 164 under Section of the Companies Act, 2013. Report from Independent Company Secretary in Practice is attached as Annexure-3.

During the year, the Company has replaced the existing Articles of Association with a new set of Articles of Association through postal ballot to align with the Companies Act, 2013 and other applicable provisions and notifications/enactments thereof.

8. MEETINGS OF THE BOARD AND COMMITTEE HELD

A. BOARD MEETINGS:

During the year, five board meetings were convened and held, the details of which are given in the Corporate Governance Report.

B. COMMITTEE MEETINGS:

For the details of Composition of the Committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee and details of the number of meetings held of each committee, kindly refer to the report on Corporate Governance.

All the recommendations made by the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee were accepted by the Board.

C. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company met during the year on 11th February 2025. The details of which are given in the Corporate Governance Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015 and amendments thereof.

9. PERFORMANCE EVALUATION OF THE BOARD AND

INDIVIDUAL DIRECTORS:

For details of the annual evaluation of the performance of the board, its Committees and of individual directors and Committee, kindly refer to the report on Corporate Governance.

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

The Board has duly approved and adopted a policy viz. "Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees" recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under the Companies Act, 2013.

All the remunerations to the directors/ Key Managerial Personnel/ employees are as per the Company's Policy viz. "Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees".

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

In compliance with the Provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to place on record.

i) That in preparing the Annual Accounts, all applicable accounting standards have been followed.

ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.

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

iv) That the Annual Accounts have been prepared on a going concern basis.

v) That 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) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

13. CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of the business of the Company during the period under review.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of period to which these financial statements relate and the date of this Report.

15. VIGIL MECHANISM:

Company has suitable vigil mechanisms to deal with the essence of fraud and mismanagement, if any. No personnel have been denied access to the Audit Committee.

16. ANNUAL RETURN:

As required under Section 92(3) of the Companies Act 2013, Annual Return of the Company is available on the website of the Company at the weblink http://www. atvprojects.co.in/.

17. SUBSIDARIES, JOINT VENTURE AND ASSOCIATES COMPANIES:

There are no subsidiaries, Joint Venture and Associates Companies of ATV Projects India Limited.

18. INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Shivkumar Sharma, Chartered Accountant as an Internal Auditor who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee, which reviews the audit reports and suggests necessary action.

Mr. Shivkumar Sharma & Associates, Chartered Accountants, are appointed as Internal Auditor w.e.f. 28th May, 2025 for the financial year 2025-26.

19. STATUTORY AUDITORS:

At the 35th Annual General Meeting of the Company held on 10th August, 2022 the members approved appointment of M/S. RHAD & Co. (FR No 102588W) Chartered Accountants for second term, as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting, subject to ratification of their appointment by members at every Annual General Meeting if so required by the Companies Act 2013. Vide notification dated 7th May, 2018, the Ministry of Corporate Affairs has done away with the requirement of seeking ratification of members for appointment of auditors at every Annual General Meeting. Accordingly, no resolution is proposed for ratification of appointment of statutory auditors at the 38th Annual General Meeting.

The comments by the Auditors in their Report are self-explanatory and, on the opinion of the Board, do not require any further clarifications.

The Auditor's Reports on the Financial Statements for the financial year ended 31st March, 2025 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The comments by the Auditors in their Report are self-explanatory and, on the opinion of the Board, do not require any further clarifications.

20. SECRETARIAL AUDITORS:

Pursuant to Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and in compliance with SEBI's circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December, 2024 read with the applicable provisions of Companies Act, 2013 and other applicable regulations/ notifications, Board of Directors has recommended M/s ND and Associates, Company Secretary in practice (COP No: 4741) as the Secretarial Auditor of the Company for a period of five consecutive years, from the conclusion of the ensuing Annual General Meeting till the conclusion of the 43rd Annual General Meeting subject to the approval of Shareholders in the ensuing Annual General Meeting of the Company on such terms and remunerations as may be mutually agreed upon between the said secretarial auditor and Board of Directors of the Company.

The Report of the Secretarial Auditor for the financial year ended 31st March 2025 is annexed as "Annexure 1".

The comments by the Auditors in their Report are self-explanatory and, on the opinion of the Board, do not require any further clarifications.

21. CORPORATE GOVERNANCE:

Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under Regulation 72 and 27 of SEBI LODR 2015. Code of Conduct as applicable to the directors, Key Managerial Personnel and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.

The Company submits on quarterly basis, a compliance report on corporate governance in the format prescribed by the Securities and Exchange Board of India, within the statutory period, from the close of the quarter with the Stock Exchanges. The said report is placed before the Board every quarter at its subsequent meeting, for its noting and comments/observations/advice, if any.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Regulation 72 and 27 of SEBI (LODR) Regulations, 2015 entered with the Stock Exchanges, form part of this Annual Report.

There were no Cyber Crime incidents during the year.

A. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

B. During the year, the Company has complied with the provisions relating to Maternity Benefit Act, 1961 and rules thereof.

23. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Board has adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record, and the timely preparation of reliable financial disclosures.

24. EMPLOYEE RELATIONS:

Your Directors wish to place sincere thanks to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.

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

The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs. The company has already done feasibility for installing solar energy system to reduce direct energy cost and taking suitable action in this direction. Technology improvement also has been made at Mathura factory by changing the quality of electrode and upgradation of welding rectifiers.

The company has not received any foreign exchange and there was no outflow of foreign exchange during the year except foreign travelling.

26. DEMATERIALISATION OF SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository -

Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March, 2025 a total of 68.73% of the equity share of the company has been dematerialized.

27. LISTING OF SHARES AT BSE:

Shares of the company are listed on the Bombay Stock Exchange and are being traded there.

28. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions is available at http://www.atvprojects.co.in/. All related party transactions that were entered into during the Financial Year 2024-2025 were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions have been placed before the Audit Committee and also the Board for their approval.

The Form AOC 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure -2".

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investments made by the Company pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under review.

30. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has developed a Risk Management Policy to identify the elements of risk, if any, which may threaten the existence of the Company.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk, which may threaten the existence of the Company.

The Company's internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors.

Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.

31. COST RECORDS:

The Company has proper maintenance of cost records as specified by the Central Government under sub section (1) of 148 of the Companies Acts, 2013 and proper accounts and records are being maintained.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility Committee comprises of Three Director, Mr. M. V. Chaturvedi, Chairman. Mr. K. S. Nalwaya and Mrs. Payal Sanghavi as its Members. The Composition of CSR Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company had average net profit of Rs. 425.61 lacs for last immediately preceding three financial years and two percent of the average net profits of your Company is Rs. 8.51 Lacs.

Your Company, during the year 2024-2025 spent total CSR contribution of Rs. 9.12 Lacs for distribution of Desk & Benches at various schools in Mathura district and constructions of rooms in Janaki Bai Girls School in Mathura, Uttar Pradesh, under Corporate Social Responsibility (CSR) activity.

The Annual Report on CSR Activities for the Financial Year ended 31st March 2025 is annexed as "Annexure 4".

33. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There is no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

34. GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential rights as to dividend, voting or otherwise. c. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.

Our website is http://atvprojects.co.in/ copy of the annual return is placed on our website.

35. ACKNOWLEDGMENT:

Your Directors gratefully acknowledge the continuing faith and support extended by the Central Government, State Government, Banks, Financial Institutions, Shareholders, Creditors, Staff, workers and Others who have supported the Company and hope to receive their continued support.