Directors Report of Atal Realtech Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their Thirteenth Annual Report on the Business and
Operations of Atal Realtech Limited ("the Company") and the Accounts for the Financial Year
ended March 31, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of standalone financial highlights for the financial year ended March 31, 2025 and
previous financial year ended March 31, 2024 is given below:

Standalone Financial Performance (Rs. In 000)

Particulars	31-March- 2025	31-March- 2024
Total Income	9,59,191	4,09,560
Less: Expenditure	(903881)	(3,73,514)
Profit before Depreciation and Exceptional items	55,310	36,046
Less: Depreciation	(7974)	(4,474)
Profit before Exceptional items and Tax	47,336	31,571
Less: Exceptional items	0	0
Profit before Tax	47,336	31,571
Provision for Taxation	(11,906)	(10,125)
Profit after Tax	35,430	21,446
Earnings Per Share (Face Value of ^2 for Current year and ^10 for Previous year)
Basic	0.33	0.29
Diluted	0.33	0.29

2. FINANCIAL PERFORMANCE:

STANDALONE:

The Total Income of the Company stood at Rs. 9,59,191/- Thousand for the year ended March 31,
2025 as against Rs. 4,09,560/- Thousand in the previous year. The Company made a Net Profit of
Rs. 35,430/- Thousand for the year ended March 31, 2025 as compared to the Net Profit of Rs.
21,446/- Thousand in the previous year.

3. DIVIDEND:

The Company is not required to formulate a Dividend Distribution Policy, as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and to conserve resources, the
Directors do not recommend any dividend for the year ended March 31, 2025.

4. STATE OF AFFAIRS OF THE COMPANY:

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

5. TRANSFER TO RESERVES

During the Financial Year 2024-25, the entire amount of profit of Rs. 35,430 /- Thousand was
transferred from Profit & Loss A/c to General Reserves of the Company.

6. Change In Name

The company has not changed its name during financial year 2024-25.

7. CHANGES IN SHARE CAPITAL

The total Share capital of the company has been increased from ^ 14,80,20,000/- (Rupees Fourteen
Crore Eighty Lakhs Twenty Thousand Only) divided into 7,40,10,000 (Seven Crore Forty Lakhs Ten
Thousand only) equity shares of ^ 2/- (Rupees Two only) to 22,20,30,000/- (Rupees Twenty Two
Crore Twenty Lakhs Thirty Thousand only) divided into 11,10,15,000 (Eleven Crore Ten Lakhs
Fifteen Thousand) equity shares of ^ 2/- (Rupees Two only) under rights issue of Equity Shares to
eligible existing equity shareholders.

The Authorized Share Capital of the Company as on 31^st March, 2025 was ^ 23,00,00,000/-
(Rupees Twenty Three Crores only) divided into 11,50,00,000 (Eleven Crore Fifty lakhs) Equity
Shares of ^ 2/- (Rupees Two only) each. However, at present the Authorized Share capital has been
increased to ^ 28,00,00,000/- (Rupees Twenty Eight Crore only) divided into 14,00,00,000
(Fourteen Crore) Equity Shares of ^ 2/- (Rupees Two only) each.

The Paid-up Share Capital of the Company is ^ 22,20,30,000/- (Rupees Twenty-Two Crore Twenty
Lakhs Thirty Thousand only) divided into 11,10,15,000 (Eleven Crore Ten Lakhs Fifteen Thousand)
equity shares of ^ 2/- (Rupees Two only).

8. CHANGES IN NATURE OF BUSNIESS:

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

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

During the financial year 2024-25, there have been no material changes and commitments
except as specifically disclosed by the Company, which affects the financial position of the
Company which have occurred between the end of the financial year to which the Financial
Statements relate and the date of this Report. However, a wholly owned subsidiary was
incorporated "Atal Realty Limited" on 2^nd June, 2025, after the Financial year 2024-2025.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The current Management of the Company is as follows:

Sr. No.	Name	DIN/PAN	Designation
1.	Mr. Vijaygopal Parasram Atal	00126667	Managing Director
2.	Mr. Amit Sureshchandra Atal	03598620	Executive Director
3.	Mr. Kuntal Manoj Badiyani	07646960	Independent Director
4.	Ms. Sharanya Shashikanth Shetty	08572805	Independent Director
5.	Mr. Akshay Dhongade	10045501	Independent Director
6.	Ms. Tanvi Atal	10051249	Non-Executive Director
7.	Mr. Alok Singh	BMQPS9514N	Company Secretary and Compliance Officer
8.	Mr. Uday Laxman Satve	ATOPS3589F	Chief Financial Officer

CHANGE IN COMPOSITION OF BOARD

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

12. MEETINGS OF BOARD OF DIRECTORS:

During the year, Eleven Board Meetings were convened and duly held. The notice of Board
meeting is given well in advance to all the Directors. The maximum interval between any two
meetings did not exceed 120 days. Details of the Board meetings and attendance at such
meetings are given in the Corporate Governance Report annexed herewith for the financial year
ended March 31, 2025, which forms part of this report.

13. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line
with the delegated authority. The details of various committees constituted by the Board,
including the committees mandated (i.e., Nomination and Remuneration Committee/ Audit
Committee/ Stakeholder Relationship Committee etc.) pursuant to the applicable provisions of

the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms
part of this Integrated Annual Report.

14. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its
Committees, Executive Directors, and Independent Directors. Based on the same, the
performance was evaluated for the financial year ended March 31, 2025. As part of the
evaluation process, the performance of Non- Independent Directors, the Chairman and the Board
was conducted by the Independent Directors. The performance evaluation of the respective
Committees and that of Independent and Non-Independent Directors was done by the Board
excluding the Director being evaluated.

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

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

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

15. EXTRACT OF ANNUAL RETURN:

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

16. REMUNERATION POLICY:

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

17. DETAILS OF REMUNERATION TO DIRECTORS:

The remuneration paid to the Directors is in accordance with the recommendations of

Nomination and Remuneration Committee formulated in accordance with Section 178 of the
Companies Act, 2013and any other re-enactment(s) for the time being in force. The information
relating to remuneration of Directors and details of the ratio of the remuneration of each Director
to the median employee''s remuneration and other details as required pursuant to section
197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in Annexure C.

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act 2013 a separate
meeting of the Independent Directors of the Company was held on Tuesday, 25^th March, 2025 to
review the performance of Non-Independent Directors (including the Chairman) and the entire
Board. The Independent Directors also reviewed the quality content and timeliness of the flow
of information between the Management and the Board and its Committees which is necessary
to effectively and reasonably perform and discharge their duties.

19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Every Independent Director is briefed about the history of the Company, its policies, customers,
Company''s strategy, operations, organisation structure, human resources, technologies, facilities
and risk management. Projects/Site visits are also arranged for the Directors who wish to
familiarize themselves with the processes and operations of the Company.

The Independent Directors are briefed on their role, responsibilities, duties and are kept updated
on the various regulatory and legislative changes that may occur from time to time affecting the
operations of the Company. The Independent Directors are also briefed on the various policies
of the Company like the code of conduct for directors and senior management personnel, policy
on related party transactions, policy on material subsidiaries, whistle blower policy and corporate
social responsibility policy and other policies adopted by the Company.

20. AUDITORS:

i. STATUTORY AUDITORS:

M/s. A. S. Bedmutha & Co., Chartered Accountant (FRN: 101067W) were appointed in the 12^th
AGM of the company which was held on 25^th September, 2024 for a term of 5 years. However,
M/s. A. S. Bedmutha & Co., Chartered Accountants have shown their unwillingness to continue
as auditors of the company and have given their resignation.

The Board of Directors, on the recommendation of the Audit Committee, approved the
appointment of M/s. SHARP AARTH & CO. LLP (FRN No. 132748W) as the Statutory Auditors of
the Company w.e.f June, 04, 2025 till the conclusion of ensuing AGM in place of Casual vacancy
on receipt of resignation letter dated May 15, 2025 from the previous Auditor M/s. A. S.
Bedmutha & Co., Chartered Accountants (Firm Registration No. 101067W) Chartered
Accountants.

M/s. SHARP AARTH & CO. LLP (FRN No. 132748W) being eligible in accordance with the

provisions of the Sections 139, 141 and other relevant provisions the Act and the Companies
(Audit and Auditors) Rules, 2014 for appointment and based on recommendation of the Audit
Committee, the board of Directors proposed the Appointment of M/s. SHARP AARTH & CO. LLP
as the Statutory Auditors of the company subject to shareholders approval, for a period of 5
years to hold office from the conclusion of 13^th AGM till the Conclusion of 18^th AGM of the
company to be held in the year 2030 (subject to ratification of their appointment at every AGM)

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

ii. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 179, 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable
provisions, if any, the Company has re-appointed M/s. Akshay R. Birla, Practicing Company
Secretaries (CP No.25084, Peer Review Certificate No. 5938/2024), as Secretarial Auditor, at the
Board Meeting held on May 15, 2025, to undertake the Secretarial Audit of the Company for the
F.Y. 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is
annexed herewith as ANNEXURE-B.

iii. INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts) Rules
2014(as amended) the Board of Directors on the recommendations of the Audit Committee of
the Company has appointed M/s SHARP AARTH & CO. LLP, Chartered Accountants, as an internal
Auditor of the company for FY 2024-25.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors during the
financial year to the Audit Committee and Board of Directors of the Company do not contain
any adverse remarks and qualifications hence do not call for any further explanation/s by the
Company

iv. COST AUDITOR:

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

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

There are no qualifications, reservations, adverse remarks, and disclaimers of the Secretarial
Auditor on compliances or of the Statutory Auditors in their report on Financial Statements for
the Financial Year 2024-25. The Secretarial Audit Report for Financial year 2024-25 forms part of
Annual Report as Annexure to the Board''s Report.

22. VIGIL MECHANISM:

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

23. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed

M/s. BKSK & Associates, Chartered Accountants, as an Internal Auditors of the Company, at its
Board Meeting held on 15^th May, 2025 for the Financial year 2025-2026 to check the internal
controls and functioning of the activities and recommend ways of improvement. The Internal
Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the
Board Meeting for their consideration and direction.

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

24. POLICY ON PRESERVATION OF DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board
of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on
Preservation of the Documents to ensure safekeeping of the records and safeguard the
Documents from getting manhandled, while at the same time avoiding superfluous inventory of
Documents.

25. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Regulations).

The objective of the Policy is to determine materiality of events or information of the Company
and to ensure that such information is adequately disseminated in pursuance with the
Regulations and to provide an overall governance framework for such determination of
materiality.

26. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational

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

27. SUBSIDIARY COMPANIES /ASSOCIATE/JOINT VENTURE:

As on March 31, 2025, your Company does not have any subsidiaries/ Associate/Joint Venture.
However, the event of incorporation of "Atal Realty Limited" its wholly owned subsidiary was
occurred on 2^nd June, 2025, after closure of Financial year 2024-2025.

28. LISTING WITH STOCK EXCHANGES:

Companies'' shares were listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015). Company has migrated from
SME Emerge Platform to Main Board on May 12, 2023 (i.e., NSE and BSE). It has paid the Annual
Listing Fees for the financial year 2024-25 to NSE and BSE Limited.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

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

A. CONSERVATION OF ENERGY:

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

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

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

c) The Capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

31. MATERNITY BENEFIT AFFIRMATIONS:

The Directors hereby confirm that the Company is in full compliance with the provisions of the
Maternity Benefit Act, 1961 and affirm that

i. the Company provides maternity leave in accordance with the requirements of the Act;

ii. all necessary facilities and entitlements mandated by the law are extended to

women employees;

iii. no discriminatory practices are adopted against women employees on account of
maternity or child birth

32. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company had taken approval from the Members in the EGM held on January 27, 2025 for
Ratification of Material Related Party Transaction entered between Managing Director Mr.
Vijaygopal Atal and the Company amounting Rs. 10,01,00,000/-. All the Related Party
Transactions entered by the company in F.Y. 2024-2025 were within the limit as approved by the
Members, in the ordinary course of Business and on an arm''s length basis.

During the year under review, the Company had entered into contract / arrangement
/transaction with related parties which is required to be reported in Form AOC-2 in terms of
Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014.

All related party transactions are placed before the Audit Committee and Board for review and
approval, if required. The details of the related party transactions as required under are set out
in Notes to the financial statements forming part of this Annual Report. Annexure A

34. PREVENTION OF INSIDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a
Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated employees of the Company. The details of the Insider Trading Policy
have posted on the website of the Company.

The objective of this Code is to protect the interest of shareholders at large, to prevent misuse
of any price sensitive information and to prevent any insider trading activity by dealing in shares
of the Company by its Directors, designated employees and other employees. The Company also
adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated
employees and other employees from trading in the securities of Atal Realtech Limited at the
time when there is unpublished price sensitive information.

35. CREDIT & GUARANTEE FACILITIES:

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities
from HDFC Bank Limited and AU Small Finance Bank Limited, from time to time for the business
requirements.

36. INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year 2024-25 ended 31st March 2025 under review there were no amount/s
which is required to be transferred to the Investor Education and Protection Fund by the
Company. As such no specific details are required to be given or provided.

37. DEPOSITS:

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

38. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

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

40. HUMAN RESOURCES:

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

41. EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The
Directors wish to place on record their appreciation of the valuable work done and co-operation
extended by them at all levels. Further, the Company is taking necessary steps to recruit the
required personnel from time to time.

42. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

43. CORPORATE GOVERNANCE:

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

44. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer
Agent. The Corporate Office of Bigshare Services Private Limited situated at Office No S6-2, 6th
floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai
- 400093, India.

45. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that, its members are among its most important stakeholders.
Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of
operating performance and cost competitiveness, consolidating and building or growth,
enhancing the productive asset and resource base and nurturing overall corporate reputation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its
corporate actions positively impact the socioeconomic and environmental dimensions and
contribute to sustainable growth and development.

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

The Company has paid managerial remuneration in accordance with the requisite approval
mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013.

The details of remuneration paid during the financial year under is given below:

Name of the Director	Salary (Rs.)	Retirem ent benefits (Rs.)	Gratuit y (Rs.)	Bonus / Commis sion / Stock options	Total (Rs.)	Servic e Contra ct	Noti ce Peri od
Mr. Vijaygopal Atal (Managing Director)	21,78,000/- (1,81,500 p.m.)	NIL	NIL	NIL	21,78,000/-	5 years
Mr. Amit Sureshchandra Atal	33,00,000/- (2,75,000/- p.m.)	NIL	NIL	NIL	33,00,000/-	5 years

47. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors
and external consultants and the reviews performed by management and the relevant board
committees, including the audit committee, the board is of the opinion that the Company''s
internal financial controls were adequate and effective during the financial year 2024-2025

48. MANAGEMENT DISCUSSION AND ANALYSIS

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

49. SUSPENSION OF TRADING:

There was no occasion wherein the equity shares of the Company have been suspended for
trading during the FY 2024-2025.

50. CAUTIONARY STATEMENTS:

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

51. POINTS TO BE CONSIDERED:

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

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

52. DETAILS OF PENALTY IF ANY:

The Company has complied with all the requirements of the listing agreements with the stock
exchanges as well as regulations and guidelines of SEBI. No penalties have been imposed or
stricture has been issued by SEBI, stock exchanges or any Statutory Authorities on matters
relating to capital markets during the last Three years.

The Company has followed all relevant accounting standards notified by the Companies
Accounting Standards Rules 2006 and relevant provisions of the Companies Act, 2013 while
preparing its financial statements.

53. ACKNOWLEDGEMENTS:

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

For & on behalf of the Board of Directors
of Atal Realtech Limited

Sd/- Sd/-

Vijaygopal Atal Amit Atal

Place: Nashik Managing Director Director

Date: 02.09.2025 DIN: 00126667 DIN: 03598620

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Mar 31, 2024

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

1. FINANCIAL PERFORMANCE OF THE COMPANY:

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

Standalone Financial Performance (Rs. In 000)
Particulars	31-March-2024	31-March-2023
Total Income	4,09,560	4,06,884
Less: Expenditure	(3,73,514)	(3,71,822)
Profit before Depreciation and Exceptional items	36,046	35,063
Less: Depreciation	(4,474)	(5,183)
Profit before Exceptional items and Tax	31,571	29,879
Less: Exceptional items	0	0
Profit before Tax	31,571	29,879
Provision for Taxation	(10,125)	(9,087)
Profit after Tax	21,446	20,792
Earnings Per Share (Face Value of ^2 for Current year and ^10 for Previous year)
Basic	0.29	1.47
Diluted	0.29	1.47

2. FINANCIAL PERFORMANCE:STANDALONE:

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

3. DIVIDEND:

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

4. STATE OF AFFAIRS OF THE COMPANY:

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

5. TRANSFER TO RESERVES

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

6. CHANGES IN SHARE CAPITAL

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

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

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

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

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

7. CHANGES IN NATURE OF BUSNIESS:

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

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

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

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The current Management of the Company is as follows:

Sr. No.	Name	DIN/PAN	Designation
1.	Mr. Vijaygopal Parasram Atal	00126667	Managing Director
2.	Mr. Amit Sureshchandra Atal	03598620	Executive Director
3.	Mr. Kuntal Manoj Badiyani	07646960	Independent Director
4.	Mrs. Sharanya Shashikanth Shetty	08572805	Independent Director
5.	Mr. Akshay Dhongade	10045501	Independent Director
6.	Ms. Tanvi Atal	10051249	Non-Executive Director
7.	Mr. Alok Singh	BMQPS9514N	Company Secretary
8.	Mr. Uday Laxman Satve	ATOPS3589F	Chief Financial Officer

CHANGE IN COMPOSITION OF BOARD

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

10. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

11. MEETINGS Of BOARD OF DIRECTORS:

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

12. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The details of various committees constituted by the Board,

including the committees mandated (i.e., Nomination and Remuneration Committee/ Audit Committee/Stakeholder Relationship Committee etc.) pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

13. BOARD EVALUATION:

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

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

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

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

14. EXTRACT OF ANNUAL RETURN:

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

15. REMUNERATION POLICY:

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

1. AUDITORS:

i. STATUTORY AUDITORS:

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

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

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

ii. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 179, 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Company has appointed M/s. Akshay R. Birla, Practicing Company Secretaries (CP No.25084), as Secretarial Auditor, at the Board Meeting held on May 25, 2024, to undertake the Secretarial Audit of the Company for the F.Y. 202324. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as ANNEXURE-B.

iii. COST AUDITOR:

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

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

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

17. VIGIL MECHANISM:

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

18. INTERNAL AUDIT & CONTROLS:

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

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

19. RISK ASSESSMENT AND MANAGEMENT:

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

20. SUBSIDIARY COMPANIES /ASSOCIATE/JOINT VENTURE.

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

21. LISTING WITH STOCK EXCHANGES:

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

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

23. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:1. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

A. CONSERVATION OF ENERGY:

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

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

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

c) The Capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

24. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

26. DEPOSITS:

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

27. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

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

29. HUMAN RESOURCES:

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

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

31. CORPORATE GOVERNANCE:

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

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

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

Name of the Director	Salary (Rs.)	Retirem ent benefits (Rs.)	Gratuit y (Rs.)	Bonus / Commis sion / Stock options	Total (Rs.)	Servic e Contra ct	Noti ce Peri od
Mr. Vijaygopal Atal (Managing Director)	19,80,000/- (1,65,000 p.m.)	NIL	NIL	NIL	19,80,000/-	5 years
Mr. Amit Sureshchandra Atal	30,00,000/- (2,50,000/- p.m.)	NIL	NIL	NIL	30,00,000/-	5 years

33. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

34. MANAGEMENT DISCUSSION AND ANALYSIS

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

35. CAUTIONARY STATEMENTS:

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

36. POINTS TO BE CONSIDERED:

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

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

37. ACKNOWLEDGEMENTS:

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

---

Mar 31, 2023

Your Directors take pleasure in presenting their Eleventh Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2023 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of standalone financial highlights for the financial year ended March 31, 2023 and previous financial year ended March 31, 2022 is given below:

Particulars	31-March-2023	31-March-2022
Total Income	4068.84	4056.02
Less: Expenditure	(3708.84)	(3706.75)
Profit before Depreciation	360.00	349.27
Less: Depreciation	(51.83)	(61.91)
Profit before Tax	308.17	287.36
Provision for Taxation	(90.87)	(71.86)
Profit after Tax	217.30	215.50
Earning Per Share (Face Value of ?10)
Basic	1.47	4.37
Diluted	1.47	4.37

2. FINANCIAL PERFORMANCE:

STANDALONE:

The Total Income of the Company stood at Rs. 4068.84 Lakhs for the year ended March 31, 2023 as against Rs. 4,056.02/- lakhs in the previous year. The Company made a Net Profit of Rs. 217.30 Lakhs for the year ended March 31, 2023 as compared to the Net Profit of Rs. 215.5/- lakhs in the previous year.

3. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2023.

4. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report

which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The current Management of the Company is as follows:

Sr. No.	Name	DIN/PAN	Designation
1.	Mr. Vijaygopal Parasram Atal	00126667	Managing Director
2.	Mr. Amit Sureshchandra Atal	03598620	Executive Director
3.	Mr. Kuntal Manoj Badiyani	07646960	Independent Director
4.	Mrs. Sharanya Shashikanth Shetty	08572805	Independent Director
5.	Mr. Akshay Dhongade	10045501	Independent Director
6.	Ms. Tanvi Atal	10051249	Non-Executive Director
7.	Mr. Alok Singh	BMQPS9514N	Company Secretary
8.	Mr. Uday Laxman Satve	ATOPS3589F	Chief Financial Officer

(A) Appointment:

During the year under report, Mr. Amit Sureshchandra Atal, Ms. Tanvi Atal and Mr. Akshay Dhongade were appointed as Additional Directors of the Company w.e.f. October 15, 2022, February 02, 2023 and February 02, 2023 respectively.

(B) Cessation:

During the year under report, Mrs. Sujata VIjaygopal Atal resigned from the position of Executive Director w. e. f. October 15, 2022.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2022-23 and till the date of Board''s Report.

6. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and are qualified to be as Independent Director. They also confirmed that they meet the requirements of Independent Director as mentioned

under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmation was noted by the Board.

7. BONUS ISSUE AND ALLOTEMENT:

At the Previous Annual General Meeting of the Company held on 20^th August, 2022, Company had approved to issue bonus shares in proportion of 2:1 (i.e., 2 (Two) equity shares of Rs. 10/- each for every 1 (One) equity shares of Rs. 10/-) each held in the Company by the members, which was further allotted to the Members on 07^th September, 2022.

8. MEETINGS:

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

9. AUDIT COMMITTEE:

The Audit Committee comprises of Mrs. Sharanya Shetty (Chairman), Mr. Kuntal Badiyani (Member) and Mr. Vijaygopal Atal (Member). Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

10. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2023. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

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

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

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

11. EXTRACT OF ANNUAL RETURN:

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

12. REMUNERATION POLICY:

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

1. AUDITORS:

i. STATUTORY AUDITORS:

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

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

ii. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 179, 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Company has appointed M/s. Akshay R. Birla, Practicing Company Secretaries (CP No.25084), as Secretarial Auditor, at the Board Meeting held on 07^th July, 2023, to undertake the Secretarial Audit of the Company for the F.Y. 2022-23. The Secretarial Audit Report for the Financial Year ended 31^st March, 2023 is annexed herewith as "ANNEXURE I".

iii. COST AUDITOR:

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

13. AUDITOR''S REPORT:

The Auditor''s Report and Secretarial Auditor''s Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms part of this report.

14. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

15. INTERNAL AUDIT & CONTROLS:

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

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no

material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

16. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

17. LISTING WITH STOCK EXCHANGES:

Companies'' shares were listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015). Company has migrated from SME Emerge Platform to Main Board on 12^th May, 2023 (i.e., NSE and BSE). It has paid the Annual Listing Fees for the financial year 2022-23 to NSE and BSE Limited.

18. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2023, your Company does not have any subsidiaries.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

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

A. CONSERVATION OF ENERGY:

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

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

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

c) The Capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

21. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details of the related party transactions are part of Noted to Financial Results.

23. DEPOSITS:

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

24. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

26. HUMAN RESOURCES:

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

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

28. CORPORATE GOVERNANCE:

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

Disclosures pertaining to remuneration of directors as required under Schedule V to the Companies Act, 2013.

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

Name of the Director	Salary (Rs.)	Retirem ent benefits (Rs.)	Gratuit y (Rs.)	Bonus / Commi ssion / Stock options	Total (Rs.)	Service Contra ct	Not ice Peri od
Mr. Vijaygopal Atal (Managing Director)	18,00,000/ (1,50,000 p.m. from April 2022 to March 2023)	NIL	NIL	1,50,000	19,50,000 /-	5 years
Ms. Sujata Atal	15,00,000/ (1,25,000 p.m. from April 2022 to October 2022)	NIL	NIL	1,25,000	16,25,000 /-	Period Ended on 15th October, 2022

29. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23.

30. MANAGEMENT DISCUSSION AND ANALYSIS

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

31. CAUTIONARY STATEMENTS:

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

32. POINTS TO BE CONSIDERED:

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

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

33. ACKNOWLEDGEMENTS:

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

For & on behalf of the Board of Directors of Atal Realtech Limited

Sd/- Sd/-

Vijaygopal Atal Amit Atal

Managing Director Director DIN: 00126667 DIN: 03598620

Place: Nashik Date: 05.09.2023