Atal Realtech Ltd

To,

The Members,

Your Directors have pleasure in presenting their Twelfth Annual Report on the Business and Operations of Atal Realtech Limited ("the Company") and the Accounts for the Financial Year ended March 31, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of standalone financial highlights for the financial year ended March 31, 2024 and previous financial year ended March 31, 2023 is given below:

Standalone Financial Performance

(Rs. In 000)

2. FINANCIAL PERFORMANCE:

STANDALONE:

The Total Income of the Company stood at Rs. 4,09,560/- Thousand for the year ended March 31, 2024 as against Rs. 4,06,884/- Thousand in the previous year. The Company made a Net Profit of Rs. 21,446 Thousand for the year ended March 31, 2024 as compared to the Net Profit of Rs. 20,792/- Thousand in the previous year.

3. DIVIDEND:

The Company is not required to formulate a Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2024.

4. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

5. TRANSFER TO RESERVES

During the Financial Year 2023-24, the entire amount of profit of Rs. 21,446 /- Thousand was transferred from Profit & Loss A/c to reserves of the Company

6. CHANGES IN SHARE CAPITAL

During the year under review, the members of the Company has passed an ordinary resolution through postal ballot dated Friday, November 03, 2023, for alteration in the of existing equity share of the Company from 1 (One) equity share having face value of Rs 10/- (Rupees Ten only) each, fully paid-up into 5 (Five) equity shares having face value of Rs 2/- (Rupees Two only) each fully paid-up.

The Authorized Share Capital of the Company is Rs 15,00,00,000/- (Rupees Fifteen Crores only) divided into 7,50,00,000 (Seven Crore Fifty lakhs) Equity Shares of Rs 2/- (Rupees Two only) each.

The Paid-up Share Capital of the Company is Rs 14,80,20,000/- (Rupees Fourteen Crore Eighty Lakhs Twenty Thousand Only) divided into 7,40,10,000 (Seven Crore Forty Lakhs Ten Thousand only) equity shares of Rs 2/- (Rupees Two only). Subsequently, the National Securities Depository Limited and Central Depository Services Limited ("Depositories") issued and activated new ISIN INE0ALR01029 for the Equity shares of the Company.

In addition to the above, as part of our growth strategy, the Board of Directors, in their meeting held on January 29, 2024, approved the terms of issue for a proposed fundraising effort. Our company plans to raise up to an aggregate amount of Rs. 27,00,00,000/- through a rights issue of Equity Shares to eligible existing equity shareholders.

We believe this fundraising effort will positively impact our company's future prospects and enhance shareholder value.

7. CHANGES IN NATURE OF BUSNIESS:

During the year under review, there was no change in the nature of Business of the company

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

During the financial year 2023-24, there have been no material changes and commitments except as specifically disclosed by the Company, which affects the financial position of the

Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The current Management of the Company is as follows:

CHANGE IN COMPOSITION OF BOARD

During the year under review, there was no change in the composition of the Board of Directors of the Company and till the date of Board's Report.

10. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149 and other applicable provisions of the Act, the Company has received declarations from the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency and expertise and they hold highest standards of integrity.

11. MEETINGS Of BOARD OF DIRECTORS:

During the year, Eight Board Meetings were convened and duly held. The details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The details of various committees constituted by the Board, including the committees mandated (i.e., Nomination and Remuneration Committee/ Audit Committee/Stakeholder Relationship Committee etc.) pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

13. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its committees viz., the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-7 will be available on website of company www.atalrealtech.com .

15. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in available on website of company www.atalrealtech.com .

1. AUDITORS:

i. STATUTORY AUDITORS:

Members of the Company has appointed M/s. A. S. Bedmutha & Co., Chartered Accountant (FRN: 101067W) as Statutory Auditor of the company at the 7^th Annual General Meeting held on 30^th September, 2019 to hold the Office as the Statutory Auditor for the period of 5 years commencing from the conclusion of 7^th Annual General Meeting till the conclusion of 12^th Annual General Meeting to be held in the calendar year 2024. As per amendment ratification of appointment by members is no more required at every Annual General Meeting and hence accordingly notice of the Annual General Meeting does not contain the same.

The Board of Directors at its meeting held on September 02, 2024, has recommended re- appointment of M/s. A. S. Bedmutha & Co., Chartered Accountant as Statutory Auditors of the Company for a second term of five consecutive years from conclusion of the 12th AGM until the conclusion of the 17th AGM of the Company to be held for FY 2028-29.

The report of the Statutory Auditor forms part of the Annual Report. The Auditor's report does not contain any qualifications, reservation or adverse remarks and are self-explanatory and thus does not require any further clarifications/comments. The statutory Auditors have not reported any incident of fraud to the Audit committee of the Company under review.

ii. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 179, 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Company has appointed M/s. Akshay R. Birla, Practicing Company Secretaries (CP No.25084), as Secretarial Auditor, at the Board Meeting held on May 25, 2024, to undertake the Secretarial Audit of the Company for the F.Y. 2023- 24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as ANNEXURE-B.

iii. COST AUDITOR:

Your Company is principally engaged into Construction Activity. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

16. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no qualifications, reservations, adverse remarks, and disclaimers of the Secretarial Auditor on compliances or of the Statutory Auditors in their report on Financial Statements for the Financial Year 2023-24. The Secretarial Audit Report for Financial year 2023-24 forms part of Annual Report as Annexure to the Board's Report.

17. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company. The Vigil Mechanism /Whistle blower Policy is uploaded on the Company's website at: https://www.atalrealtech.com/download/code and polices/7.%20ARL%20- %20WHISTLE%20BLOWER%20POLICY.pdf

18. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. Sharp Aarth & Co., LLP Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

19. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks. The Risk Management Policy is uploaded on the Company's website at: https://www.atalrealtech.com/download/code and polices/8.%20ARL%20- %20RISK%20MANAGEMENT%20POLICY.pdf

20. SUBSIDIARY COMPANIES /ASSOCIATE/JOINT VENTURE.

As on March 31, 2024, your Company does not have any subsidiaries/ Associate/Joint Venture.

21. LISTING WITH STOCK EXCHANGES:

Companies' shares were listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015). Company has migrated from SME Emerge Platform to Main Board on May 12, 2023 (i.e., NSE and BSE). It has paid the Annual Listing Fees for the financial year 2023-24 to NSE and BSE Limited.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

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

1. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

A. CONSERVATION OF ENERGY:

Particulars of Conservation of Energy are not given as the company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.

a) Steps taken or impact on conservation of energy: NIL

b) The Step taken by the company for utilizing alternate sources of energy: NIL

c) The Capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outgo during the year under review.

24. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions with related parties referred to under Section 188 of the Companies Act, 2013 entered by the Company during the financial year were in the ordinary course of business and on an arm's length basis. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions as required under are set out in Notes to the financial statements forming part of this Annual Report.

26. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

27. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment. The Prevention of Sexual Harassment at Workplace Policy is uploaded on the Company's website at:

https://www.atalrealtech.com/download/code and polices/10.%20ARL%20- %20SEXUAL%20HARASSMENT%20POLICY.pdf

29. HUMAN RESOURCES:

Your Company considers people as its biggest assets and 'Believing in People' is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

31. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure-C and Annexure -5 respectively.

32. DISCLOSURES PERTAINING TO REMUNERATION OF DIRECTORS AS REQUIRED UNDER SCHEDULE V TO THE COMPANIES ACT. 2013.

The Company has paid managerial remuneration in accordance with the requisite approval mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013. The details of remuneration paid during the financial year under is given below:

33. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

34. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company's current working and fu ture outlook as per Annexure-A.

35. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

36. POINTS TO BE CONSIDERED:

• No application(s) have been made by the Company and no proceeding(s) are pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

• No valuation has been done for the purpose of one-time settlement or while taking loan from the Banks or Financial Institutions during the year under review.

37. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co- operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.