To,

The Members of Atishay Limited

The Board of Directors of your Company are pleased to present their Twenty Sixth (26 th ) 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, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The summary of the Standalone performance is set out below:

(j in Lakhs)

2. REVIEW OF THE OPERATIONS OF THE COMPANY

During the financial year ended 31st March 2026, your Company has recorded total income of H5796.12 as against H 5325.64 Lakhs during the previous financial year 2024-25. The Profit before Tax amounted to H 963.10 Lakhs as against Profit before Tax to H 957.89 Lakhs in the previous year. The Net Profit for the year amounted to H713.54 lakhs as against Net profit amounted to H 700.52 Lakhs reported in the previous year. The total comprehensive income for the year under consideration remained at H724.12 lakhs as against H 704.41 lakhs during the previous financial year 2024-25.

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 24, 2026, 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 2025-26, 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 date of cut off date i.e. Tuesday, May 19, 2026 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, 19th May, 2026 as the Record Date for the purpose of determining the eligibility of members to attend and vote at the 26th Annual General Meeting (AGM) and to receive dividend for the financial year 2025-26, 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 H428.12 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.

9. SHARE CAPITAL

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

H15,00,00,000/-(Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) equity shares with a face value of Rs.10/- each.

During the period under review, the Company has allotted 50,250 (Fifty Thousand Two Hundred and Fifty) equity shares of face value Rs. 10/- (Rupees Ten only) each to eligible employees of the Company, pursuant to the exercise of stock options granted under the Atishay Limited Employee Stock Option Plan, 2020 (AL-ESOP 2020) ("ESOP Scheme").

Consequently, the paid-up equity share capital of the Company has increased from H10,98,13,330/- (Ten Crores Ninety-Eight Lakhs Thirteen Thousand Three Hundred Thirty Only) to H11,03,15,830/- (Eleven Crores Three Lakhs Fifteen Thousand Eight Hundred Thirty Only), divided into 1,10,31,583 (One Crore Ten Lakh Thirty-One Thousand Five Hundred Eighty-Three) equity shares of H10/- each.

b) STATUS OF SHARES IN DEMAT FORM

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31,2026, the Company has total 11,0,31,583 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-ESOP 2020'), 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.

During the period under review, the Company has allotted 50,250 equity shares of face value H 10/- each to eligible employees pursuant to the exercise of stock options under the Atishay Limited Employee Stock Option Plan, 2020 (AL-ESOP 2020).

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://atishay.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 2025-26.

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 issued equity shares to eligible employees pursuant to the exercise of stock options under the Atishay Limited Employee Stock Option Plan, 2020 (AL-ESOP 2020) during the period under review. However, the Company has not issued any sweat equity shares during the year.

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, 2023-24 and 202425 can be accessed at https://www.atishay.com/ dividend-information/

11. The Company is in compliance with the provisions of the Maternity Benefit Act, 1961 and has implemented appropriate policies and practices to ensure maternity benefits to eligible women employees in accordance with the applicable law.

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 people continue to be our most valuable asset, and the Company remains committed to attracting and retaining high-quality talent. During FY 2025-26, focused efforts were made towards strengthening employee engagement, enhancing workforce stability, and fostering a more transparent, collaborative, and participative organizational culture. In line with this commitment, the Company introduced employee-centric initiatives, strengthened communication and feedback mechanisms, and placed greater emphasis on improving overall employee experience. These efforts have contributed to improved retention and a more stable workforce during the year. The Company continues to support career development, capability building, and organizational effectiveness through its learning and development initiatives. Atishay Limited's multidisciplinary workforce remains committed to operational excellence and adherence to high standards of quality, integrity, and professionalism.

The Company believes that continued focus on its people will remain a key pillar in supporting long-term growth and sustainability.

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.

14. AUDITORS AND AUDITOR'S REPORT

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, 2026 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 1st April, 2025 to 31st March, 2030, which was subsequently approved by the shareholders at the Annual General Meeting of the Company held on June 10, 2025.

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.

Further, Secretarial Audit Report for the financial year 2025-26 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, M/s. Briska & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 000780C), were appointed as the Internal Auditors of the Company for carrying out internal audit activities for the financial year 2025-26. The Internal Audit Report for the said financial year, submitted by the firm, was presented before the Audit Committee and the Board at their meetings held on April 24, 2026. The report, along with management responses, was duly reviewed to ensure timely implementation of recommendations and strengthening of the Company's internal control framework.

Further, 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 24, 2026, approved the appointment of M/s. B.B. Gagrani & Co., Chartered Accountants, Bhopal (ICAI Firm Registration No. 001386C), as the Internal Auditors of the Company for the financial year 2026-27. The Company has obtained consent and eligibility confirmation from the said firm. The firm has been entrusted with the responsibility to conduct internal audit and provide independent assurance on the adequacy and effectiveness of internal controls, risk management systems, and governance processes.

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 31st

March 2026 in Form MGT-7. The said return will be placed

on the Company's website for public access at https://

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:

Particulars Comments

No.

(A) Conservation of energy Since the Company does not own any manufacturing, the

(i) The steps taken or impact on conservation of Operations of the Company are not energy intensive. However,

energy the Company always focuses on conservation of energy, wherever

(ii) The steps taken by the Company for utilizing possible and we always continue to believe in the philosophy

alternate sources of of Energy saved is Energy produced, adequate measures

(iii) The capital investment on energy conservation commensurate with the business operations have been taken to

equipment's reduce and conserve the energy consumption by utilizing energy

efficient equipment whenever required.

(B) Technology absorption

(i) The efforts made towards technology absorption

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) The details of technology imported;

b) the year of import;

c) whether the technology beenfullyabsorbed;

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) The expenditure incurred on Research and Development

(C) Foreign Exchange Earning and Outgo

(i) The foreign exchange earned in terms of actual Inflow: NIL inflows during the year and the foreign exchange Outflow: NIL outgo during the year in terms of actual outflows.

The Company uses latest technology and equipments in its business. Further the Company is not engaged in any manufacturing activity.

17. a) DETAILS OF THE BOARD OF DIRECTORS AND KEYMANAGERIALPERSONNEL (KMPs) OF THE COMPANY

As on March 31, 2026, the Company Board comprises of 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) DIRECTORS SEEKING APPOINTMENT/ REAPPOINTMENT/ CHANGES

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 reappointment at the ensuing Annual General Meeting of the Company.

c) PARTICULARS OF CHANGE IN THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR AND AS ON DATE OF THE BOARD REPORT.

As on March 31, 2026, there were no changes in the composition of the Board of Directors of the Company .

However, subsequent to the close of the financial year and up to the date of this Report, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on April 23, 2026, the Board of Directors at its meeting held on April 24, 2026, has approved the following appointments, subject to the approval of the shareholders at the ensuing General Meeting:

1. Mr. Sanjay Gupta (DIN: 00371317) has

been appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from April 24, 2026, to hold office up to the date of the ensuing Annual General Meeting. Subject to the approval of the members in the ensuing Annual General Meeting, he is proposed to be appointed as an Independent Director for a term of 3 (Three) consecutive years from April 24, 2026 to April 23, 2029, not liable to retire by rotation.

2. Mr. Atishay Jain (DIN: 07176829) has been appointed as an Additional Director in the category of Executive Director with effect from April 24, 2026, liable to retire by rotation, to hold office up to the date of the ensuing Annual General Meeting. Subject to the approval of the members in the ensuing Annual General Meeting, he is proposed to be appointed as a Whole-time Director and designated as Key Managerial Personnel of the Company for a term of 5 (Five) years from April 24, 2026 to April 23, 2031. The Company has received from Mr. Atishay Jain his consent to act as Director in Form DIR-2, declaration of non-disqualification under Section 164 of the Companies Act, 2013, disclosure of interest, and confirmation that he is not debarred from holding the office of

Director by virtue of any order passed by the Securities and Exchange Board of India or any other authority.

18. INDEPENDENT DIRECTORS AND THEIR DECLARATION

As on March 31, 2026, 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 Section 149 (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.

In adherence to the Code of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013, separate meetings of the Independent Directors were held on October 15, 2025. The Independent Directors, inter alia, discussed recent SEBI circulars, reviewed the familiarization programme for Independent Directors, and deliberated on the corporate governance practices of the Company along with suggestions for further strengthening governance standards.

The Independent Directors evaluated the performance of the Non-Independent Directors and the Board as a whole, assessed the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors, and evaluated the quality, quantity and timeliness of the flow of information between the Company's management and the Board.

The meetings were conducted without the presence of any Executive or Non-Executive Directors, and the requisite quorum was present throughout the meetings.

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 as on March 31, 2026, 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. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) read with Section 149(8) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has carried out an annual performance evaluation of the Board, its Committees and individual Directors.

The Nomination and Remuneration Committee has laid down the criteria and framework for evaluation of the performance of the Board, its Committees and individual Directors, including Independent Directors. The evaluation was conducted through a structured questionnaire covering various aspects such as composition of the Board, effectiveness of Board processes, quality of participation, strategic guidance, risk management, and independence of Directors.

The evaluation of the Board as a whole, its Committees and individual Directors was carried out in accordance with the aforesaid framework. The performance of the Independent Directors was evaluated by the entire Board, excluding the Director being evaluated. Further,

the Independent Directors has reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company, and assessed the quality, quantity and timeliness of the flow of information between the Company's management and the Board.

The Directors expressed their satisfaction with the evaluation process and outcome. The Board also noted the recommendations and suggestions for improvement and will take appropriate steps to further strengthen the effectiveness of the Board and its Committees.

20. 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/2026/02/ Familirisation-Progarm.pdf

21. CONSTITUTION OF THE BOARD OF DIRECTORS AND THEIR MEETINGS AS ON MARCH 31, 2026

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, 2026, 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 4 (four) times during the financial year 2025-26 namely on April 29, 2025, July 09, 2025, October 16, 2025 and January 19, 2026. 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 last Board

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.

22. GOVERNANCE CODES

a) Code of Business Conduct & Ethics

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel ("the Code"), which is also applicable to all employees of the Company. The Code lays down the principles of integrity, honesty, ethical conduct, and fairness, and requires all concerned persons to maintain the highest standards of professionalism, courtesy, and accountability in the discharge of their duties.

The Code is aligned with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereto from time to time. The Code has been duly approved by the Board and is available on the Company's website at 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, as on March 31, 2026, 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) Code of Conduct for Prevention of Insider Trading

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("PIT Regulations"), the Company has formulated and adopted a comprehensive Code of Practices and Procedures for Fair Disclosure of

Unpublished Price Sensitive Information (UPSI), including the policy for determination of legitimate purpose, as well as a Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons ("the Code").

The Code is applicable to all insiders of the Company, including Directors, Designated Persons and their immediate relatives, connected persons, fiduciaries and intermediaries. It lays down the procedures for preservation of UPSI and regulates trading in the Company's securities.

The Code has been made effective from the date of listing of the Equity Shares of the Company on a recognised stock exchange in India. The Company Secretary has been designated as the Compliance Officer for monitoring adherence to the PIT Regulations and implementation of the Code.

The Company has established a structured compliance framework which, inter alia, includes closure of the trading window during periods when UPSI is available and a pre-clearance mechanism for trading in the Company's securities by Designated Persons, in accordance with the PIT Regulations.

During the financial year ended March 31, 2026, there were no instances of violation of the PIT Regulations. The Company has complied with all applicable provisions of the said Regulations, and a status report on compliance is placed before the Board of Directors on a quarterly basis.

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

- https://atishay.com/wp-content/ uploads/2024/12/Code-of-Conduct- Insider-Trading.pdf

- https://atishay.com/wp-content/ uploads/2024/12/ATISHAY-CODE-OF- PRACTICES-AND-PROCEDURES-FOR- FAIR-DISCLOSURE.pdf

23. COMMITTEES OF THE BOARD AS ON MACRH 31, 2026

The Board of Directors has constituted various mandatory and other Committees to focus on specific areas of the Company's operations and governance, which require detailed review and oversight. These Committees are constituted with the approval of the Board and function in accordance with their respective charters and applicable statutory provisions.

The Committees play a vital role in strengthening the governance framework and assist the Board in the effective management of the Company's affairs. They meet at regular intervals and take necessary actions in line with the powers delegated by the Board.

The minutes of the meetings of the Committees are placed before the Board for its noting and review.

During the year under review, the Company has the following Committees of the Board:

MANDATORY 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 and further

reconstituted on May 10, 2024 and July 16, 2024.

As on March 31, 2026, the Audit Committee of the Company comprised three Non-Executive Independent Directors and one Whole-time Director. Mr. Rajendra Saxena, Non-Executive Independent Director, served as the Chairman of the Committee, and Mr. Arun Shrivastava, Mr. Ajay Mujumdar, and Mr. Archit Jain were the members.

All members of the Committee are financially literate and possess the requisite expertise in financial and accounting matters.

The composition of the Audit Committee is as follows:

In addition to the members of the Audit Committee, the Statutory Auditors, Chief Financial Officer, and

Internal Auditors are invited to attend the meetings of the Committee, as and when required. The Company Secretary acts as the Secretary to the Committee.

Further details with respect to the composition, terms of reference, powers, duties and responsibilities of the Audit Committee, along with details of meetings held and attendance of members, are provided in the Corporate Governance Report forming part of this Annual Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy aims to promote ethical conduct and ensure that the affairs of the Company are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

The Vigil Mechanism provides a framework for all employees of the Company to report concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct. The mechanism also provides for adequate safeguards against victimization of employees who avail of this facility and ensures confidentiality of disclosures. In appropriate or exceptional cases, direct access to the Chairperson of the Audit Committee is also available.

During the financial year ended March 31, 2026, no Vigil/whistle blower complaints were received by the Company. A status report in this regard is placed before the Audit Committee and the Board of Directors on a quarterly basis.

The said policy is available on the website of the Company at the following weblink: https:// atishay.com/wp-content/uploads/2024/12/Vigil- mechanism-Policv.pdf

b) STAKEHOLDER/INVESTORRELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted the Stakeholders' Relationship Committee (also referred to as Investors Grievance Committee) on June 23, 2014,

which was subsequently reconstituted on June 20, 2019 and July 16, 2024.

The Committee is primarily responsible for overseeing and ensuring the effective redressal of shareholders' and investors' grievances. Its scope includes matters relating to transfer and transmission of shares, non-receipt of annual reports, non-receipt of declared dividends, payment of unclaimed dividends and other related matters. The Committee also reviews measures taken for enhancing the quality of investor services and strengthening investor relations.

The Board of Directors is kept informed of significant developments relating to investor grievances through periodic reports placed before it during the year. Further, a status report on investor complaints received from MUFG Intime India Private Limited, the Registrar and Transfer Agent, is placed before the Committee on a quarterly basis.

During the year under review, the Company has not received any investor complaints .

As on March 31, 2026, the Stakeholders' Relationship Committee comprised three Directors. Mr. Arun Shrivastava, Non-Executive Independent Director, is the Chairman of the Committee, and Mr. Ajay Mujumdar and Mrs. Rekha Jain are the Members.

The composition of the Stakeholders' Relationship and Investors Grievances Committee is as follows:

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 INVESTOR'S REQUESTS/COMPLAINTS REPORT FOR THE PERIOD APRIL 01, 2025 TO MARCH 31, 2026 ARE GIVEN BELOW:

During the financial year 2025-26, the Company has not received any investors complaints. Members may contact the Company Secretary of the Company for their queries or concerns, using the contact details provided under the "Shareholders' Information" section of this report.

c) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee ("NRC") has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and same has been reconstituted by the Board at its meeting held on May 10, 2024 and July 16, 2024.

The Board has, on the recommendation of the NRC, approved a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel. The Committee is of the view that effective succession planning for senior leadership is critical for building a sustainable and future-ready organisation. Accordingly, the Committee follows a structured and rigorous process for selection and appointment of Directors and senior management personnel, in line with the principles of Board diversity and merit-based evaluation.

As on March 31, 2026, the Nomination and Remuneration Committee comprises three Non-Executive Independent Directors and one Non-Executive Director. Mr. Ajay Mujumdar, Non-Executive Independent Director, serves as the Chairman of the Committee, and Mr. Arun Shrivastava, Mr. Rajendra Saxena, and Mrs. Rekha Jain are the Members.

The composition of the Nomination and Remuneration Committee are stated below:

Mrs. Sambedna Jain, Company Secretary, acts as the Secretary to 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.

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

The Nomination and Remuneration policy was adopted by the Board on the recommendation of Nomination & Remuneration Committee. 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 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 and the Board of Directors have laid down a framework for the formal annual evaluation of the performance of the Board, its Committees, the Chairperson and individual Directors.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was devised, taking into account various aspects such as the composition of the Board and its Committees, effectiveness of Board processes, governance practices, culture, execution of duties and overall performance.

The evaluation process was carried out by the Directors through the aforesaid structured questionnaire, with specific focus on the performance and effective functioning of the Board, its Committees and individual Directors, including assessment of independence as per the applicable SEBI Regulations. Directors who were subject to evaluation did not participate in the evaluation of their own performance.

The Independent Directors of the Company evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company .

The outcome of the evaluation was reviewed by the Nomination and Remuneration Committee and subsequently noted by the Board of Directors. The Board expressed its satisfaction with the evaluation process and its results, and noted that the same is in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The overall performance of the Board, the Chairman, and the Independent Directors 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.

d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Corporate Social Responsibility (CSR) reflects the Company's commitment towards improving the

quality of life of the community and society at large, while contributing to sustainable development and environmental well-being. The Company endeavours to conduct its business in a manner that creates long-term value for all stakeholders and positively impacts society.

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee.

As on March 31, 2026, the CSR Committee comprises three (3) Directors. Mr. Archit Jain, Whole-time Director, serves as the Chairman of the Committee, and Mrs. Rekha Jain and Mr. Ajay Mujumdar are the Members. Mrs. Sambedna Jain, Company Secretary, acts as the Secretary to the Committee.

The Composition of the CSR Committee are stated below-:

The CSR Policy of the Company has been formulated and approved by the Board on the recommendation of the CSR Committee and is available on the Company's website at https://atishav.com/wp- content/uploads/2024/12/CSR-Policv.pdf

The Company has also hosted the details of CSR Committee, composition and CSR initiatives on its website in compliance with Regulation 46 of the SEBI (LODR) Regulations, 2015, which can be accessed at:

?€? https://atishay.com/regulation-46/#

?€? https://dimgrey-eel-694251.hostingersite. com/wp-content/uploads/2024/12/Current- composition-of-Committees.pdf

?€? https://atishay.com/csrexpenses/

Based on the computation of average net profits of the Company for the last three financial years, in accordance with Section 198 of the Companies Act, 2013, the CSR obligation for the financial year 2025-26 is H12.02 Lakhs . However, on the recommendation of the CSR Committee at its meeting held on July 09, 2025, the Board approved a total CSR budget of ?15.00 Lakhs (Rupees Fifteen Lakhs only) for the financial year 2025-26.

During the year under review, the Company has spent amount of ?15.00 Lakhs on CSR activities, primarily in the field of education, in accordance with Schedule VII of the Companies Act, 2013. The Board has also approved the set-off of excess CSR expenditure, if any, incurred in the financial year, against the CSR obligation of subsequent financial years, in accordance with the provisions of Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, subject to applicable conditions.

A CSR utilisation certificate signed by CFO of the Company was placed before the CSR Committee and the Board of Directors on an annual basis for their review and record.

In compliance with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities for the financial year 2025-26, containing details of the budgeted amount, actual expenditure and unspent amount, if any, forms part of this Board's Report as Annexure - 3 .

Further details relating to the composition, terms of reference, powers, duties and responsibilities of the Committee, along with details of meetings held and attendance of members, are provided in the Corporate Governance Report forming part of this Annual Report.

b) OTHER NON-MANDATORY COMMITTEES CONSTITUTED BY THE BOARD OF DIRECTORS OF THE COMPANY FOR SMOOTH OPERATION OF THE BUSINESS AS ON MARCH 31, 2026:

(i) PROJECT MANAGEMENT AND

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.

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

The Company is committed to providing a work environment that ensures that all employees are treated with dignity and respect. It promotes equality at the workplace and strives to create an environment that is conducive to professional growth and equal opportunity for all.

The Company has a zero-tolerance policy towards sexual harassment and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The said Policy is applicable to all employees of the Company, including permanent, contractual, temporary employees and trainees, and is available on the Company's website at: https://atishav.com/wp-content/ uploads/2024/12/PQSH-Policv.pdf

An Internal Committee (IC) has been constituted to redress complaints relating to sexual harassment at the workplace. During the financial year ended March 31, 2026, no complaints pertaining to sexual harassment were received by the Company. A compliance status report in this regard has been placed before the Board of Directors on quarterly basis.

The Company submits the annual report under the PQSH Act to the appropriate authority within the prescribed timelines. During the year, the Company also conducted training programmes for the members of the Internal Committee, and the PQSH training certification forms part of this Annual Report.

The Internal Committee met once during the financial year on April 19, 2025, and all members were present at the meeting. The requisite quorum was present throughout the meeting. The Compositon of committee consist of the following members

Mrs. Sambedna Jain, Company Secretary, acts as the Secretary to the Committee.

25. CORPORATE GOVERNANCE

The Company's corporate governance practices are founded on a strong value system that reflects its culture, policies and relationships with stakeholders. At Atishay Limited, the Board of Directors discharges its fiduciary responsibilities in the widest sense, with a focus on transparency, accountability and ethical business conduct.

The Company continuously endeavours to adopt best practices in corporate governance, with an objective of enhancing long-term shareholder value while safeguarding the interests of minority shareholders in all its business decisions. The Company firmly believes in going beyond regulatory compliance and embedding governance practices that create sustainable value for all stakeholders.

The Company confirms that it has complied with all the mandatory requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also adopted certain non-mandatory requirements, wherever considered appropriate, to further strengthen its governance framework.

The Report on Corporate Governance, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. The requisite certificate from M/s. Nilesh A. Pradhan & Co., LLP, Company Secretaries, confirming compliance with the conditions of Corporate Governance, is annexed to the said Report.

A certificate from the Managing Director and Chief Financial Officer of the Company, pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations, 2015, inter alia confirming the accuracy of the financial statements and cash flow statements, adequacy of internal controls for financial reporting and disclosure of material matters to the Audit Committee, also forms part of this Annual Report.

26. SUBSIDIARY COMPANIES

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 has, 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-Subsidiaryyy.pdf

27. 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 AOC-2 is not applicable.

As per the provisions of regulation 23 of SEBI (LODR), 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. Omnibus 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 have approved the policy on Related Party Transactions, which is available on the Company's website at the following weblink : https://atishay.com/wp-content/uploads/2024/12/ Related-Party-Transaction-Policy.pdf

RELATED PARTY DISCLOSURES

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

28. 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 2025-26, no employees, 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.

29. 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, 2026 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;

30. 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.

31. 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.

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 longterm debt obligations.

The sensitivity analysis for interest rate risk has been mentioned in Note 41 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.

32. APPRECIATION

Your Company's organisational culture is anchored in professionalism, integrity and a commitment to

continuous improvement, ensuring optimal utilisation of resources for sustainable and profitable growth.

Your Directors place on record their sincere appreciation for the dedication, commitment and exemplary contribution of the employees at all levels, whose continued efforts remain the cornerstone of the Company's success.

The Directors also express their gratitude to the shareholders, investors, customers, business partners, bankers, visitors to our websites, regulatory authorities for their continued trust , support and confidence in the Company. Your Company remains committed to strengthening these relationships and creating long-term value for all stakeholders.

33. CAUTIONARY STATEMENT

Statements in this Board's Report and the Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations.

Such statements are based on certain assumptions and expectations of future events and are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied, depending upon various factors including changes in regulatory environment, economic conditions, industry trends and other factors beyond the control of the Company.