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EQUITY - MARKET SCREENER

Atmastco Ltd
Industry :  Engineering - Turnkey Services
BSE Code
ISIN Demat
Book Value()
74419
INE05DH01017
51.8371526
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
ATMASTCO
25.04
497.29
EPS(TTM)
Face Value()
Div & Yield %
8.03
10
0
 

As on: Nov 01, 2025 02:46 PM

Dear Members,

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

1. FINANCIAL RESULTS

The Company's financial results for the year ended March 31 2025, are summarized below, the PDF

version of the Report is also available on the Company's website https://shorturl.at/o6omb

(Amt. in Lakh)

Standalone

Consolidated

Particulars

2024-25

2023-24

2024-25

2023-24

Revenue from operations

28,957.04 22,400.58 28,957.04 22,400.57

Other Income

70.84 107.85 70.84 107.85

Total Income

29,027.88 22,508.43 29,027.88 22,508.42

Finance Costs

1,238.72 1,229.79 1,238.73 1,229.80

Depreciation and amortization expense

369.55 445.52 371.70 445.52

Other expenses

24,611.66 18,518.71 24,670.51 18,554.67

Pro t before tax

2,807.95 2,314.41 2,746.94 2,278.43

Tax expenses

818.56 643.87 818.56 643.87

Pro t after tax

1,989.39 1,670.54 1,928.38 1,634.56

 

Particulars

2021 2022 2023 2024 2025
Revenue from Operation (In Lacs) 6,938.58 9,361.23 24,195.06 22,400.58 28,957.04
PBT (In Lacs) 100.71 462.88 1,821.11 2,314.41 2,807.95
EBIT (In Lacs) 762.07 1,246.65 2,449.50 3,175.12 3,639.70
EBITDA (In Lacs) 993.85 1,506.05 2,832.36 3,620.64 4,009.25
PAT (In Lacs) 60.46 323.00 1,277.75 1,670.54 1,989.39
Return on Equity (%) 1.55 % 8.00 % 23.00 % 15.42 % 15.52 %
Return on Capital Emp. (%) 15.07 % 20.00 % 30.00 % 23.88 % 23.90 %
Revenue Growth (%) 25.88 % 61.31 % (7.42 %) 29.27 %
EBITDA (%) 14.32 16.09 11.71 16.16 13.85
Current ratio 1.38 1.57 1.61 2.12 1.96
Debt- Equity Ratio 0.30 0.44 0.48 0.23 0.19
Debt Service Coverage Ratio 1.10 1.37 0.94 8.43 9.07

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING

I. Financial Position

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

II. Change in the nature of business and capital structure

There has been no change in the nature of business and capital structure of the Company during

the financial year ended on March 31, 2025.

3. OPERATIONAL REVIEW

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

4. DIVIDEND

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

5. SHARE CAPITAL

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

6. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

7. CONSOLIDATED FINANCIAL STATEMENTS

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

8. TRANSFER TO RESERVES

During the year under review, Company does not propose to transfer any amount to general reserve

for the FY 2024-25.

9. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION

FUND

During the year under review, Company was not required to transfer any amount in Investor

Education and Protection Fund Account.

10. ANNUAL RETURN

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

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

Particulars

Name of entity

Amount as on 31.03.2025 (in Rs.) Details
Investments (Equity Shares) M/s Atmastco Defence Systems Private Limited 8,00,000.00 Nature of Investment-Non-Current Investment Type of Securities- Equity Shares Percentage Share-holding (direct)- 100%
Loans M/s Atmastco Defence Systems Private Limited 2,63,18,841.26 Nature of Loan- Unsecured Loan to Wholly-owned subsidiary Company) Purpose- nance for meeting the short-term funding requirements without interest- NIL Repayment

Guarantees Securities

Nil

12. RELATED PARTY TRANSACTIONS

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

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

13. INTERNAL CONTROL SYSTEMS AND INTERNAL AUDIT

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

14. AUDITORS AND AUDITORS' REPORT

I. Statutory Auditors

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

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

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

II. Secretarial Auditor and Secretarial Audit Report

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

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

There are no audit quali cations, reservations or any adverse remark in the said Secretarial Audit

Report.

III. Internal Auditor and Auditor Report

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

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

15. SECRETARIAL STANDARD

During the year under review, the Company has complied with the applicable provisions of the

Secretarial Standards issued by the Institute of Company Secretaries of India.

16. DETAILS OF FRAUD REPORTED BY THE AUDITORS

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

17. MAINTENANCE OF COSTING RECORDS

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

18. DEPOSIT

During the year under review, the Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

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

provisions of the rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, details of the same is as follows: -

Amt. in INR

S. No. Name of Director

Opening Balance as on 01.04.2024the Year Addition during the Year Repaid during the Year Closing Balance as on 31.03.2025
1 Subramaniam Swaminathan Iyer 51625000.00 284174690.00 327475000.00 8324690.00
2 Venkataraman Ganesan 23490000.00 6155676.00 0.00 29645676.00
Total 75115000.00 290330366.00 327475000.00 37970366.00

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO

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

20. RISKS MANAGEMENT AND AREA OF CONCERN

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

The Board of Directors frequently reviews the risk landscape and recommends appropriate

measures to mitigate and control identified risks through a structured and well-de ned framework.

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

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

Pursuant to Regulations 21 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Company is not required to continue a Risk Management Committee.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

22. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as "Annexure-E".

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

23. CORPORATE SOCIAL RESPONSIBILITY

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

24. DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

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

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL(s)

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

I. Change in constitution of Board of Directors

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

II. Retirement by Rotation

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

A. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company

as on the date of this Report are

Sr. No.

Name

Designation

1 Subramaniam Swaminathan Iyer Managing Director
2 Jayasudha Swaminathan Whole time Director
3 Venkataraman Ganesan Chief Financial Officer
4 Arunkumar Sowrirajan Chief Executive o cer
5 Samina Ali Company Secretary & Compliance o cer till 29 March 2025
6 Rajendra Biswal Company Secretary & Compliance o cer w.e.f 10 May 2025

26. DECLARATION FROM INDEPENDENT DIRECTOR

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

27. DIRECTORS' RESPONSIBILITY STATEMENT

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

I. In the preparation of the annual accounts for the financial year ended March 31, 2025, the

applicable accounting standards have been followed.

II. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at March 31, 2025 and of the profit or loss of the Company for the year ended on that date.

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

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

V. The directors had laid down internal financial controls to be followed by the company and that

such internal financial controls are adequate and were operating e effectively.

VI. The directors had devised proper system to ensure compliance with the provisions of all

applicable laws and that such system were adequate and operating effectively.

28. NUMBER OF MEETINGS OF THE BOARD

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

convened and held.

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

All the directors have disclosed their interest in the prescribed form MBP-1 as required under

Section 184 of the Companies Act, 2013.

The details of Attendance of each Director at the Meetings of Board and the last Annual General

Meeting are as follows:

Name of Directors

Director Identi cation

Attendance at Board Meeting held during FY 24-25

Attendance at Last AGM held on September 27, 2024

Held

Attendance
Jayasudha swaminathan 02449621 8 8 Yes
Subramaniam swaminathan Iyer 01243936 8 8 Yes
Venkataraman Ganesan 00892697 8 8 Yes
Gobichettipalayam Srinivasan 10379236 8 8 Yes
Venkatasubramanian
Siddhartha Shankar Roy 08458092 8 5 Yes
Chandan Ambaly 08456058 8 6 Yes

29. INTER-SE RELATIONSHIP AMONG DIRECTORS

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

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

DIRECTORS

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

Sr. No. Particulars

1 Industry and sector experience or knowledge: understand the Company's business, culture and knowledge of the industry
2 Leadership and governance: Board experience, responsibility for taking decisions keeping in mind the interest of all stakeholders;
3 Risk Management: Identifying various risk and providing guidance towards mitigation of the same
4 Governance and Regulatory knowledge: Knowledge and experience in regulatory and governance requirements and ability to identify key risks affecting the governance of the Company.
5 Finance eld skills/competencies/expertise for intricate and high-quality financial management and financial reporting processes

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

31. CONFIRMATION ON THE INDEPENDENCE OF THE INDEPENDENT

DIRECTORS

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

https://shorturl.at/BdHyB

32. COMMITTEES OF THE BOARD

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

A) Audit Committee

I. Terms of Reference

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

II. Composition

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

Name of The Member

Designation No of Meetings Attended
Mr. Siddhartha Shankar Roy Chairman 4/5
Mr. Venkataraman Ganesan Member 5/5
Mr. Chandan Ambaly* Member 5/5
Mr. CVS. Mukunthan** Member -

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

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

B) Nomination & Remuneration Committee and policy:

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

Name of The Member

Designation No of Meetings Attended
Mr. Chandan Ambaly* Chairman 1/1
Mr. Siddhartha Shankar Roy Member 1/1
Mr. Gobichettipalayam Srinivasan Member 1/1
VenkatasubramanianMember
Mr. CVS. Mukunthan** Chairman -

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

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

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

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

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

-Formulating criteria for evaluation of Independent Directors and the Board. -Formulate the criteria for determining quali cations, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Director.

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

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

II. Evaluation of Directors, Board and Committees

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

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

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

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

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

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

are as follows:

Name

Designation Remuneration Perquisites Performance Notice Severance Stock Pension
(In lacs) Linked Benefits Period Fees Options

Subramaniam swaminathan Iyer

Managing Director 73.56 Nil Nil Nil Nil Nil Nil

Jayasudha swaminathan Venkataraman

Whole time Director Whole time 4.85 Nil Nil Nil Nil Nil Nil

Ganesan

Director & CFO 39.67 Nil Nil Nil Nil Nil Nil

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

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

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

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

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

Management Personnel (s) (SMPs)

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

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

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

C) Stakeholders relationship Committee

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

The Company Secretary is Secretary to the Committee.

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

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

Name of The Member

Designation No of Meetings Attended
Mr. Gobichettipalayam Srinivasan Venkatasubramanian Chairman 1/1
Mr. Subramanian Swaminathan Iyer Member 1/1
Mr. Chandan Ambaly* Member 1/1
Mr. CVS. Mukunthan** Member -

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

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

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

33. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

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

34. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

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

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

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

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

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

36. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

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

37. PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act. The Company

accordingly has policy in this is available at the website www.atmastco.com

38. ARCHIVAL POLICY

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

39. DETAILS OF APPLICATION/ PROCEEDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

During the Year FY 2024-25, the company has neither made any application nor initiated any

proceedings under the Insolvency and Bankruptcy Code, 2016

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable, as there are no details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

41. GENERAL BODY MEETING

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

Financial Year

Date Time Venue
2023-24 27-09-2024 12.30 P.M. The meeting was conducted through physical
2022-23 30-09-2023 11.30 A.M. The meeting was conducted through physical
2021-22 30-09-2022 10.00 A.M The meeting was conducted through physical

Resolutions passed through postal ballot & details of voting pattern:

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

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

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

42. GENERAL SHAREHOLDER INFORMATION

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

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

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

Name of Stock Exchanges

Stock Code
The National Stock Exchange of India (NSE Emerge) ATMASTCO

The ISIN Number for dematerialized shares: INE05DH01017

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

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

High/Low of Market price of Company's equity shares traded on the National Stock Exchange.

During the financial year ended on March 31, 2025 was as follows:

TABLE - 1: STOCK MARKET PRICE DATA

Month

High Low Trade Volume (in Lakh)
April 2024 248.50 139.00 48.26
May 2024 303.10 210.85 42.07
June 2024 361.10 192.00 28.29
July 2024 393.90 281.75 26.22
August 2024 292.00 243.00 17.20
September 2024 325.40 248.00 13.27
October 2024 263.00 175.00 15.16
November 2024 228.70 185.05 4.59
December 2024 273.05 212.55 15.47
January 2025 300.80 267.55 12.70
February 2025 294.00 207.60 8.10
March 2025 227.00 178.95 23.41

Table 3: Distribution Of Shareholding As On 31st March, 2025

Sl. No.

Range (No. of Lots) Number of Shareholders Percentage (%) of Total Total Shares Held Percentage (%) of Total
1. 1 - 5 3,559 86.47 32,55,200 13.16
2. 6 - 10 296 7.19 8,86,800 3.59
3. 11 - 20 130 3.16 7,62,000 3.08
4. 21- 30 43 1.04 4,31,200 1.74
5. 31 - 40 23 0.56 3,26,850 1.32
6. 41 - 50 15 0.36 2,68,900 1.09
7. 51 - 100 25 0.61 6,61,770 2.68
8. 101 and above 25 0.61 1,81,41,970 73.35
Total 4,116 100 2,47,34,690 100

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

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

Sr. No.

Particulars

No. of Shares % of Share Holding
1

Promoters' Holdings:

Individuals 1,15,28,987 46.61
Bodies Corporate 48,32,583 19.54
Sub Total 1,63,61,570 66.15
2

Non-Promoter Holdings:

Residential individuals & others 73,29,920 29.63
IEPF
HUF 4,93,600 2.00
Bodies Corporate 3,68,400 1.49
NRI's 1,80,000 0.73
Clearing members
FPI 1,200 .005
Sub Total 83,73,120 33.85
Grand Total (1+2) 2,47,34,690 100

Table 5: Top Ten Shareholders of the company as on 31st march, 2025

S. No.

Name Of Shareholders Category No. of Shares Percentage (%)
1. Subramaniam Swaminathan Iyer Promoter 7304277 29.53
2. Apex steel and technology india Private Limited Promoter 4465236 18.05
3. G Venkataraman Promoter 3583160 14.49
4. Ajay Kumar Aggarwal Other than Promoter 404800 1.64
5. Jayasudha Iyer Promoter 382200 1.54
6. Vishwam Constructions Private Limited Promoter 367347 1.48
7. Hemant Kadavabhai Bhoot Other than Promoter 247200 0.99
8. N.S. Alavandar Other than Promoter 190700 0.77
9. Banumathi Ganesan Promoter 136500 0.55
10. Sowrirajan S Promoter 122850 0.50

Disclosure for securities that are suspended from trading: None of the securities of the Company are suspended

from trading during the FY 24-25.

43. REGISTRAR & SHARE TRANSFER AGENTS:

The Company has appointed Cameo Corporate Services Limited as its Registrar & Share Transfer Agent, whose content details are as follows :- CAMEO Corporate Services Limited (SEBI Registration no. INR000004058) Subramanian Building', No.1, Club House Road, Chennai - 600 002, Tamil Nadu Mobile: +91- 98922 35816 Email : investor@cameoindia.com

44. SHARE TRANSFER SYSTEM

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

ensure timely share transfers.

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

45. CORPORATE GOVERNANCE

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

46. SEBI COMPLAINTS REDRESSAL SYSTEMS (SCORES):

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

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

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

47. DEMATERIALIZATION OF SHARES AND LIQUIDITY

As on March 31, 2025, 2,46,71,690 Equity Shares aggregating to 99.75% of the total issued and

paid-up shares Capital of the Company were held on dematerialized form.

48. RECONCILIATION OF SHARE CAPITAL AUDIT:

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

49. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE:

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

50. OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE

INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY :

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

51. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING

ACTIVITIES :

The Company does not trade in commodities. The Commodity price risk and commodity hedging

activities are not applicable to the Company.

52. PLANT LOCATIONS :

Atmastco Unit-1

Atmastco Unit-2
157-158, Light Industrial Area, Nandini Road, birebhat, Chhatishgarh 490024
Opp. Karuna Hospital, Durg, Bhilai Chhattisgarh,
India, Pin: 490026

Address for correspondence :

The Company Secretary & Compliance Officer Atmastco Limited 157-158, Light Industrial Area, Nandini Road, Opp. Karuna Hospital, Durg, Bhilai Chhattisgarh, India, Pin: 490026 Mobile : +91 8249443281 E-Mail : cs@atmastco.com Website : https://www.atmastco.com/

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

54. OTHER DISCLOSURE

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

There were no materially significant related party transactions during the financial year

2024 25 that could have had a potential conflict with the interests of the Company at large.

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

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

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

3. Disclosure of Commodity Price Risk and Commodity Hedging Activities

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

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

During the year under review, the Company has not raised any funds through preferential

allotment or qualified institutions placement during the year under review.

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

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

committee.

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

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

Your Company has a detailed policy in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). Internal Complaints Committees ("ICC") have been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year 2024-2025.

The composition of the Internal Committee is as follows:

1. Mrs. Annapoorani Iyer (Presiding Officer)

2. Mrs. Reena Barai (Executive Member)

3. Mrs. Shibbi K Nair (Executive Member)

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

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

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

Number of cases pending as on the beginning of the financial year NIL
Number of complaints led during the financial year NIL
Number of complaints disposed of during the financial year NIL
Number of complaints pending as on end of the financial year NIL

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

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

Your Company does not have material subsidiary Companies as on reporting date. Hence,

the said disclosure is not applicable.

9. CFO certi cation:

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

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

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

10. Disclosure of shares held in suspense account

As per regulation 34(3) read with Schedule V of the Listing Regulations, no shares of the

Company is lying in the suspense account.

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

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

12. Means of Communication:

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

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

55. Acknowledgement:

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