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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Atishay Ltd.

Mar 31, 2025

The Board of Directors of your Company are pleased to present their Twenty fifth Board report, on the business and operations of the Company together with the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS The summary of the Standalone performance is set out below: (H In Lakhs)
Particulars	Year ended March 31, 2025	Year ended March 31,2024
Total Income	5325.64	4522.27
Total expenses	4367.75	3759.97
Profit /(loss) before tax	957.89	762.30
Profit after tax for the year	700.52	555.36
Other comprehensive income	3.89	7.23
Total Comprehensive Income for the year	704.41	562.59

2. REVIEW OF THE OPERATIONS OF THE COMPANY

During the financial year ended 31^st March 2025, your Company has recorded total income of H 5325.64 as against H 4,522.27 Lakhs during the previous financial year 2023-24. The profit before tax amounted to H 957.89 Lakhs as against profit before tax to H 762.30 Lakhs in the previous year. The Net Profit for the year amounted to H 700.52 Lakhs as against Net profit amounted to H555.36 Lakhs reported in the previous year. The total comprehensive income for the year under consideration remained at H 704.41 Lakhs as against H562.59 lakhs during the previous financial year 2023-24.

3. DIVIDEND

Keeping in mind the overall performance and outlook of your Company and earlier trend of declaring dividend, the Board of Directors at their meeting held on April 29, 2025, has recommended dividend of H 1/- (Rupee One) per equity share (i.e.10 %) of face value H10.00 (Rupees Ten only) each on the equity shares of the Company for the financial year 2024-25, subject to the approval of

shareholders at the ensuing Annual General Meeting and subject to the TDS as may be applicable. The dividend will be paid to those members whose names appear in the Company''s register of members and to those persons whose names appear as beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited as on the cut off date i.e. Tuesday, June 03, 2025 and shall be paid with in the period of 30 days from the date of declaration at the Annual General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961.

The Company has fixed Tuesday, June 03, 2025 as the Record Date for the purpose of determining the eligibility of members to attend and vote at the 25^th Annual General Meeting (AGM) and to receive dividend for the financial year 2024-25, if approved at the AGM.

4. AWARDS

Your directors are pleased to inform that your Company has received various awards and recognitions. For more details, kindly refer âAwards & Recognitions'' section forming part of this Annual Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015 forming part of this Annual Report.

6. TRANSFER TO RESERVE

Your directors proposed to transfer H 420.31 Lakhs to the General Reserves out of the profits available with the Company for appropriations.

7. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review, forms part of this Annual Report.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in the nature of business of the Company.

9. SHARE CAPITAL

a) CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY

During the period under review, there have been no changes in the Authorized Share Capital of the Company. The Authorised Share capital stand at H 15,00,00,000/-(Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) equity shares with a face value of H10/- each.

During the period under review, there have been no changes in the paid-up capital structure of the Company. The paid- up equity share capital of the Company stands at H 10,98,13,330/- (Rupees Ten Crores Ninety-Eight Lakhs Thirteen Thousand Three Hundred Thirty Only), divided into 1,09,81,333 (One Crore Nine Lakh Eighty-One Thousand Three Hundred Thirty- Three only) equity shares with a face value of H 10/- each.

b) STATUS OF SHARES IN D-MAT FORM

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31,2025, The Company has 10981333 paid up equity shares. The details of the dematerialized and physical shares are as under:

Sr. No.	Capital Details	No. of shares	%of Total issued Capital
1	Held in dematerialized form in CDSL	3597537	32.76
2	Held in dematerialized form in NSDL.	7383795	67.24
3.	Physical	1	0.00
	Total	\|10981333	100.00

c) EMPLOYEE STOCK OPTION PLAN 2020â

of the face value of H10/-(Rupees Ten only) each at such price or prices, and on such terms and conditions, as may be determined by the Board in accordance with the provisions of AL ESOP-2020 and in due compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and other applicable laws, rules and regulations. No option has been granted to the employees during the year under review.

The disclosures as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is attached to this report as Annexure 1 and is also available on the Company''s website viz.,URL: https:// atishay.com/esop-scheme-and-esop-disclosures/

Please refer note No. 36 of Notes forming part of Standalone Financial Statements for further disclosures on ESOPs. The Company does not have any scheme to fund its employees for the purchase of shares of the Company.

Your Company has received the certificate from the Secretarial Auditor of the Company certifying that the ESOP scheme is implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and is in accordance with the resolution passed by the members of the Company. The certificate would be placed at the Annual General Meeting for inspection by members.

The AL-ESOP 2020 complies with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there have been no material changes to this plan during the financial year 2024-25.

10. GENERAL DISCLOSURES

During the year under review, the Company has not entered

into any transactions which covered under the following

provisions and no disclosure or reporting is required.

1. Details relating to deposits covered under Chapter V of the Act and rules made there under.

2. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

3. As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

4. As per rule 16(4) of the Companies(Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company''s going concern status and operations in future.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board.

7. There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

8. There is no Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

9. There is no one time settlement of loans taken from banks and financial Institution.

10. The details with respect to unpaid dividend for the financial year 2018-19, 2020-21 and 202324 can be accessed at https://www.atishay.com/ dividend-information/

11. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year under review and as on the date of report, there have been no material changes and commitments made which would affect the financial position of the Company.

12. HUMAN RESOURCE MANAGEMENT

HR function and a critical pillar to support the organization''s growth and its sustainability in the long run. Atishay''s multidisciplinary workforce is committed to operating safely and to world class quality standards. In these challenging circumstances, employees have shown commitment and resilience during the past twelve months, consistent with our values of excellence, integrity and professionalism.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review, your Company has not granted any loans, guarantees or made any investments under Section 186 of the Companies Act, 2013 and rule made there under.

14. AUDITORS AND AUDITOR''S REPORT

a. STATUTORY AUDITORS:

At the Twenty Second Annual General Meeting of the Company, the members of the Company has approved and re-appointed M/s B.M Parekh & Co., Chartered Accountants, Mumbai (Registration no. 107448W), as Statutory Auditors of the Company, to hold such office for a period of 5 (five) years from the conclusion of the Twenty Second Annual General Meeting of the Company till the conclusion of the Twenty Seventh Annual General Meeting of the Company, in terms of the applicable provisions of Section139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

M/s B M Parekh & Co., Chartered Accountants, have audited the books of accounts of the Company for the financial year ended March 31, 2025 and have issued the Auditor''s Report there on. There are no qualifications or reservations or adverse remarks or disclaimers in the said report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditor''s Report, read together with the notes on financial statements are self-explanatory and hence do not call for any further comments under section 134 of the Act.

The Company has obtained a certificate of independence and eligibility for their appointment as Statutory Auditors and the same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are not disqualified for re-appointment.

b. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company does not fall within the scope of Section 148(1) of the Companies Act, 2013 and therefore does not require to maintain cost records as specified by the Central Government.

c. SECRETARIAL AUDITORS

In compliance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on April 29, 2025, approved the appointment of M/s. NILESH A. PRADHAN & CO. LLP, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from 1^st April, 2025 to 31^st March, 2030, subject to the approval of the shareholders at the ensuing General Meeting.

The Company has obtained a consent and eligibility letter from the firm, confirming its compliance with the eligibility criteria prescribed under the Companies Act, 2013 and SEBI LODR Regulations. The firm holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI). They have also confirmed that they are not disqualified from being appointed and have no conflict of interest. Further, they have declared that they have not undertaken any prohibited nonsecretarial audit assignments for the Company, in compliance with Section 204 of the Companies Act, 2013 and the rules made thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions. Further, the firm has the necessary qualifications, expertise, and experience to carry out the Secretarial Audit and to issue the Annual Secretarial Compliance Report in accordance with applicable laws.

After careful evaluation of the firm''s professional competence, independence, and track record, the Audit Committee and the Board are of the view that M/s. NILESH A. PRADHAN & CO. LLP is well-suited for the said appointment.

Further, Secretarial Audit Report for the financial year 2024-25 as issued by CS Prajakta V Padhye,

Practicing Company Secretary, Partner of M/s Nilesh A. Pradhan & Co., LLP, Company Secretaries, Mumbai (Membership No. FCS 7478; CP No 7891) in Form MR-3 is annexed to the Board''s Report as Annexure-2 which is self-explanatory and do not call for any further explanation of the Board.

d. INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013, and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on April 29, 2025, approved the appointment of M/s. Briska & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 000780C), as the Internal Auditor of the Company for the financial year 2025-26.

The Company has obtained a consent and eligibility letter from the said firm confirming its readiness and eligibility for the appointment. The firm has been entrusted with the responsibility to conduct the internal audit of the Company and provide independent assurance on the adequacy and effectiveness of internal controls, risk management systems, and governance processes.

Further, the Internal Audit Report for the financial year 2024-25, submitted by M/s. Briska & Associates, was presented before the Audit Committee and the Board at their meeting held on April 29, 2025 respectively. The report, along with management''s responses, was reviewed and discussed in detail to ensure timely implementation of the recommendations and to strengthen the internal control environment of the Company.

e. SECRETARIAL STANDARDS

Pursuant to Section 205 of the Act, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (âICSI'') to ensure compliance with all the applicable provisions read together with the relevant circulars issued by MCA during pandemic.

15. ANNUAL RETURN

The Company has prepared its Annual Return as on 31^stMarch 2025 in Form MGT-7. The said return will be placed on the Company''s website for public access at https:// atishay.com/regulation-46/

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo pursuant to provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014 are as below:
Sr. No.	Particulars	Comments
(A)	Conservation of energy	Since the Company does not own any manufacturing, the
(i)	The steps taken or impact on conservation of energy	Operations of the Company are not energy intensive. However,
(ii)	The steps taken by the Company for utilizing alternate sources of	the Company always focuses on conservation of energy, wherever possible and we always continue to believe in the
(iii)	The capital investment on energy conservation equipment''s	philosophy of Energy saved is Energy produced, adequate measures commensurate with the business operations have been taken to reduce and conserve the energy consumption by utilizing energy efficient equipment whenever required.
(B)	Technology absorption	The Company uses latest technology and equipments in
(i)	The efforts made towards technology absorption	its business. Further the Company is not engaged in any
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution;	manufacturing activity.
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
	a) The details of technology imported; b) the year of import; c) whether the technology beenfullyabsorbed; d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;and
(iv)	The expenditure incurred on Research and Development	During the year, the Company has not spent any amount towards research and developmental activity.
(C)	Foreign Exchange Earning and Outgo
(i)	The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.	Inflow: NIL Outflow: NIL

c) DIRECTORS SEEKING APPOINTMENT/ REAPPOINTMENT/ CHANGES

1. RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Rekha Jain, (DIN: 00039939) Director of the Company will retire by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting of the Company.

18. INDEPENDENT DIRECTORS AND THEIR DECLARATION

As on March 31, 2025, the Company has 3 (three) Non-Executive Independent Directors, in compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. The terms and conditions of appointment of the Independent Directors are placed on the website at the following web link https://atishay. com/wp-content/uploads/2024/12/Terms-Condition-of-Appintment-of-Director.pdf

All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1) of the SEBI (LODR) Regulations, 2015 read with Section149(6) of the Companies Act, 2013.As per the SEBI (LODR) Regulations 25 (8) states that every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause of sub - regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and the board of directors of the company shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.

During the financial year 2024-25 and in adherence to the Code of Independent Directors outlined in Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on March 20, 2025. The purpose of the meeting was to evaluate the performance of non-independent directors and the board as a whole, assess the performance of the chairman of the company taking into account the views of executive and nonexecutive directors, evaluate the quality, quantity, and timeliness of the flow of information between the company management and the board, and discuss other matters pertaining to the company''s operations and future plans. The said meeting was conducted without the presence of any executive or non-executive board members. The requisite quorum was present at the meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (Including the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made there under and are independent of the management.

The Independent Directors have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have passed or are exempted from undertaking the online proficiency self-assessment test. These confirmations have been placed before the Board.

None of the Independent Directors hold office as an Independent Director in more than seven listed companies as stipulated under Regulation 17A of the Listing Regulations. The maximum tenure of Independent Directors is determined in accordance with the Act and rules made there under, in this regard, from time to time.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties, and responsibilities. Furthermore, in accordance with the requirements of SEBI (LODR)Regulations, 2015, the Company also organizes a familiarization programme for the Independent Directors to enlighten them about the Company, their roles, rights, and responsibilities within the Company, the nature of the industry in which the Company operates, and the business model of the Company, among other aspects. Periodic presentations are made to the Board and Board Committee meetings on business and performance updates of the Company, business strategy, and associated risks. Quarterly updates on relevant statutory changes and judicial pronouncements, encompassing important amendments, are provided to the Directors.

All details necessary for Independent Directors to familiarize themselves with the business and culture of the Company, including the details of such programmes imparted to them, are available on the Company''s website and can be accessed at the following weblink: https://atishay.com/wp-content/uploads/2025/04/2c-Familiarization-Programmes.pdf.

CONSTITUTION OF THE BOARD OF DIRECTORS AND THEIR MEETINGS

a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company''s policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2025, the Board of Directors of the Company comprised 6 (Six) Directors, of whom 2 (Two) were Executive Directors, 3 (Three) were Non-Executive Independent Directors, and 1 (One) was a Non-Executive Woman Director.

Mr. Akhilesh Jain, Chairman & Managing Director, Mr. Archit Jain, Whole-time Director and Mrs. Rekha

Jain, Director of the Company are the Promoters of the Company. The members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.

b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their programme. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

The Board met 5 (five) times during the financial year 2024-25 namely on May 10, 2024, May 23, 2024, July 16, 2024, October 11, 2024 and January 14, 2025. The gap between two meetings did not exceed 120 days in accordance with the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015. Details regarding the attendance of Directors in the meetings of Board and the previous Annual General Meeting has been included in the Corporate Governance Report which is forming part of this Annual Report.

c) Information available for the members of the Board

The Board has complete access to any information within the Company. The Company has provided inter alia following information:

â¢ Financial results of the Company;

â¢ Minutes of meetings of the Board, Committees;

â¢ Periodic compliance reports which includes non-compliance, if any;

â¢ Disclosures received from Directors;

â¢ Related party transactions;

â¢ Regular business updates;

â¢ Report on action taken on l a st Boa rd

Meeting decisions;

â¢ Various Policies of the Board;

â¢ Code of Conduct for the members of the Board;

â¢ Discussion with the Auditors and the audit committee members.

20. GOVERNANCE CODES

a) Code of Business Conduct & Ethics

The Company has adopted a comprehensive Code of Conduct for the Board of Directors and Senior Management (âthe Codeâ), which is applicable to all Directors and Employees of the Company. The

Code mandates that all concerned personnel act with honesty, fairness, integrity, and ethics, and conduct themselves in a professional, courteous, and respectful manner.

Pursuant to recent amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting held on April 29, 2025, reviewed and approved the amended Code of Conduct. A copy of the revised Code has been uploaded on the Company''s website and is accessible at the following link: https://atishav.com/wp-content/ uploads/2025/05/Code-of-conduct-of-Board-of-Directors-SM.pdf

All members of the Board and the Senior Management team are required to affirm compliance with the Code on an annual basis. The Code has been duly circulated among the Directors and members of the Senior Management, and annual declarations confirming compliance are obtained from them. A declaration to this effect, signed by the Managing Director, forms part of this Annual Report.

Furthermore, members of the Senior Management also give disclosure periodically to the Board related to any material, financial, or commercial transactions in which they may have a personal interest and which could potentially conflict with the interests of the Company.

b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and Committee positions held by him/ her in other companies, including Chairmanships, and notifies the Company of any changes during the year.

While discharging their duties, the members of the Board avoid any conflict of interest in the decisionmaking process. They also recuse themselves from discussions and voting on any transactions in which they have a concern or interest.

c) Insider Trading Code

The Company has adopted a Code of Conduct for Prevention of Insider Trading (âthe Codeâ) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time (âPIT Regulationsâ). The Code is applicable to all insiders of the Company, including designated persons and their immediate relatives, connected persons, fiduciaries, and intermediaries. The Code shall come into effect from the date of listing of the Equity Shares of the Company on a stock exchange in India, pursuant to the initial public offering of such Equity Shares.

The Company Secretary has been designated as the Compliance Officer for monitoring adherence to the PIT Regulations.

Further, there have been no violations of the Insider Trading Regulations during the financial year ended March 31, 2025. The Company has diligently complied with all applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Code of Fair Disclosure and Internal Procedures for Insider Trading

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted a comprehensive Code of Fair Disclosure, including the Determination of Legitimate Purpose, along with Internal Procedures and a Code of Conduct for Regulating, Monitoring, and Reporting of Trading by Designated Persons (âthe Codeâ).

This Code sets out the procedures and compliances required for the preservation of Unpublished Price Sensitive Information (UPSI) and aims to regulate trading in the Company''s securities by Directors and other designated persons, as identified therein.

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

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

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information: https://atishay.com/wp-content/

uploads/2024/12/ATISHAY-CODE-OF-PRACTICES-AND-PROCEDURES-FOR-FAIR-DISCLOSURE.pdf

21. COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and other Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function Charters as per the applicable provisions. These Committees play an important role in the overall management of day- to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. During the year under review, the Board has the following Committees:

MANDATORY COMMITTEES

a) AUDIT COMMITTEE

Act, 2013 and the Regulation 18 of the SEBI(LODR) Regulations, 2015. The Audit Committee was constituted on June 23, 2014.

As on March 31, 2025, the Audit Committee comprised three Independent Directors and one Whole-time Director. Mr. Rajendra Saxena, a Non-Executive Independent Director, served as the Chairman of the Committee, while Mr. Ajay Mujumdar, Mr. Arun Shrivastava, and Mr. Archit Jain were its members. All members of the Committee possess relevant experience and expertise in financial matters. Mrs. Sambedna Jain acted as the Secretary to the Committee.

Further, it is informed that due to the completion of the second consecutive term of Mr. Arvind Vishnu Lowlekar, (DIN: 01614733), Non-Executive Independent Director on June 21, 2024, and Mrs. Poonam Agrawal (DIN : 06970570), Non-Executive Independent Director on September 16, 2024, the Board, at its meetings held on May 10, 2024 and July 16, 2024, respectively, appointed and inducted new members and accordingly reconstituted the Audit Committee.

The Composition of the reconstituted Audit Committee is as under. All members are financially literate and possess the requisite expertise in financial and accounting matters:

Sr. No.	Members of the Committee	Designation	Category
1	Mr. Rajendra Saxena	Chairman	Non-executive -Independent Director
2	Mr. Arun Shrivastava	Member	Non-executive -Independent Director
3	Mr. Ajay Mujumdar	Member	Non-executive -Independent Director
4	Mr. Archit Jain	Member	Executive -Whole-time Director

In addition to the Audit Committee members, Statutory Auditors, the Chief Financial Officer, head Internal Auditors, are also invited to the Audit Committee Meetings, on need basis. The Company Secretary of the company is the Secretary of the Committee.

Furthermore, the other details such as composition of committee, terms of reference, powers, duties & Responsibilities, meeting and attendance records are included in the Corporate Governance Report which forms part of this Annual Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of theCompany are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual

or suspected fraud or violation of Code of Conduct

and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

No whistle blower complaints were received during the financial year 2024-25. The policy is available on the Companyâs website at the following link: https:// atishay.com/wp-content/uploads/2024/12/Vigil-mechanism-Policy.pdf

b) STAKEHOLDER/INVESTORS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company constituted the Stakeholdersâ Relationship and Investors Grievances Committee on June 23, 2014, which was subsequently reconstituted on June 20, 2019.

The Committee is primarily responsible for overseeing and ensuring the effective redressal of shareholders'' and investors'' grievances. Its scope includes matters relating to the transfer/ transmission of shares, non-receipt of annual reports, non-receipt of declared dividends, payment of unclaimed dividends, and other related issues.

Additionally, the Committee also reviewed and addressed matters aimed at enhancing investor services and strengthening investor relations. The

Board of Directors was kept informed of all significant developments pertaining to investor-related issues through periodic reports and statements submitted to the Board from time to time during the year.

As on March 31, 2025, the Stakeholder/Investors Relationship Committee comprised three (3) Directors. Mr. Arun Shrivastava, Non-Executive Independent Director, serves as the Chairman of the Committee, while Mr. Ajay Mujumdar and Mrs. Rekha Jain are the other members. Mrs. Sambedna Jain acts as the Secretary to the Committee.

Further, due to conclusion of the second consecutive term of Mrs. Poonam Agrawal, Non-Executive & Independent Director, on September 16, 2024, and the cessation of Mr. Akhilesh Jain as member of the Committee, the Board of Directors of the Company, at its meeting held on July 16, 2024, appointed and inducted new members and accordingly reconstituted the Stakeholdersâ Relationship and Investors Grievances Committee.

The details of the reconstituted members of the Stakeholdersâ Relationship and Investors Grievances Committee are as follows:

Sr. No.	Members of the Committee	Designation	Category
1	Mr. Arun Shrivastava	Chairman	Non-executive -Independent Director
2	Mr. Ajay Mujumdar	Member	Non-executive -Independent Director
3	Mrs. Rekha Jain	Member	Non-executive Director

c) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (âNRCâ) has been constituted in terms of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Board has approved a Policy on Nomination and Remuneration Directors, KMPs and other Senior Management Personnel. The committee believes that sound succession planning of the senior leadership is the most important ingredient for creating a robust future for the Company.

Accordingly, the committee has adopted a rigorous process to ensure that the Board selects the right candidates for senior leadership positions keeping in line with the policy devised on Board diversity. The Chairman of the Committee is an Independent Director.

As on March 31, 2025, the members of Nomination and Remuneration Committee comprises of three Non-Executive, Independent Directors and one (1) Non-Executive Directors. Mr. Ajay Mujumdar serves as the Chairman of the said Committee, with Mr. Rajendra Saxena, Mr. Arun Shrivastava and Mrs. Rekha Jain as its members. Mrs. Sambedna Jain, acts as the Secretary to the Committee.

Further to inform you that due to conclusion of the second consecutive term of Mr. Arvind Vishnu Lowlekar, Non-Executive & Independent Director of on June 21, 2024 and Mrs. Poonam Agrawal, NonExecutive & Independent Director on September 16, 2024, the Company at its Board meeting held on May 10, 2024 and July 16, 2024 had appointed and inducted new members and re-constituted the Nomination and Remuneration Committee.

The reconstituted members of the Nomination and Remuneration Committee are stated below:

Sr. No.	Members of the Committee	Designation	Category
1	Mr. Ajay Mujumdar	Chairman	Non-executive -Independent Director
2	Mr. Arun Shrivastava	Member	Non-executive -Independent Director
3	Mr. Rajendra Saxena	Member	Non-executive -Independent Director
4	Mrs. Rekha Jain	Member	Non-executive Director

The Nomination and Remuneration policy was adopted by the Board on the recommendation of Nomination & Remuneration Committee. The Policy is available on the website of the Company at the following web link: https://atishay.com/ wp-content/uploads/2024/12/Nomination-and-Remuneration-Policv.pdf

MECHANISM FOR EVALUATION OF BOARD, COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has established criteria for evaluating the performance of the Board of Directors, the Chairman of the Board, its Committees and Independent Directors of the Company. These criteria include parameters such as contribution to the Board, attendance, effective participation, domain knowledge, among others, which are taken into account during the evaluation process by the Committee and/or the Board.

In accordance with the requirements of the SEBI (LODR) Regulations, 2015, and the provisions of the Companies Act, 2013, a structured performance evaluation was conducted for the financial year 2024-25. This evaluation covered the Board as a whole, the Chairman, various Committees, and the Independent Directors. A structured questionnaire was developed to facilitate this process.

Based on the questionnaire, the evaluation was carried out by the Directors, focusing on the performance and effectiveness of the Board and individual Directors, as well as the fulfilment of independence criteria outlined in SEBI regulations. Directors subject to evaluation did not participate in their own assessment.

The Independent Directors held a separate meeting on March 20, 2025, and evaluation report was submitted to the Nomination and Remuneration Committee. The report reflected the current strengths of the Company''s governance practices and confirmed compliance with the applicable provisions of the SEBI (LODR) Regulations, 2015, and Section 134 of the Companies Act, 2013. The Board expressed satisfaction with the evaluation process. The overall performance of the Board, the Chairman, and the Independent Directors for the financial year 2024-25 has been rated as excellent. The Company''s governance practices are strong,

and the leadership has effectively contributed to Atishay Limited''s sustained growth and compliance.

COMPANYâS POLICY ON REMUNERATION OF DIRECTORS, KMPS AND OTHER EMPLOYEES

The Nomination and Remuneration Policy was adopted by the Board based on the recommendation of the Nomination and Remuneration Committee and is available on the Company''s website. The Policy outlines the remuneration framework for Directors, KMPs, and other employees, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. The Policy is available on the Company''s website at the following weblink: https://atishay.com/wp-content/uploads/2024/12/ Nomination-and-Remuneration-Policy.pdf

d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

CSR is commitment of the Company to improve the quality of life of the community and society at large and an initiative to assess and take responsibility for the company''s effects on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society.

As on March 31, 2025, the members of Corporate Social Responsibility (CSR) Committee comprises of 3 (Three) Directors. Mr. Archit Jain serves as the Chairman of the said Committee, with Mrs. Rekha Jain and Mr. Ajay Mujumdar as its members. Mrs. Sambedna Jain, acts as the Secretary

to the Committee.

The members of the CSR Committee

are stated below-

Sr. No.	Members of the Committee	Designation	Category
1	Mr. Archit Jain	Chairman	Executive -Whole-time Director
2	Mrs. Rekha Jain	member	Non-executive - Director
4	Mr. Ajay Mujumdar	member	Non-executive -Independent Director

The Corporate Social Responsibility Policy was adopted by the Board on the recommendation of Corporate Social Responsibility Committee. The Policy is available on the website of the Company at the following weblink https://atishay.com/wp-content/uploads/2024/12/CSR-Policy.pdf

The Board of Directors, at its meeting held on July 16, 2024, approved a budget of ?5,80,527 (Rupees Five Lakhs Eighty Thousand Five Hundred Twenty-Seven only) for undertaking CSR activities during the financial year 2024-25.

In addition to the above, the Board also authorized the Executive Directors to incur additional expenditure of up to ?15.00 Lakhs, if required, towards CSR initiatives as specified under Schedule VII of the Companies Act, 2013, to provide flexibility in addressing any emergent needs during the year.

During the financial year, the Company has spent an amount of ?15.00 Lakhs on CSR activities in accordance with Schedule VII of Section 135 of the Companies Act, 2013.

In compliance with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Report on Corporate Social Responsibility (CSR) for the financial year 2024-25, containing details of the budgeted amount, actual expenditure, and any unspent amount, if any, has been prepared and annexed to the Board''s Report as Annexure-3.

b) OTHER NON-MANDATORY COMMITTEES CONSTITUTED BY THE BOARD OF DIRECTORS OF THE COMPANY FOR SMOOTH OPERATION OF THE BUSINESS AS ON MARCH 31, 2025

(i) PROJECT MANAGEMENT AND

ADMINISTRATION COMMITTEE

The Board has constituted the Project Management and Administration Committee at its Meeting held on January 22, 2024 to oversee the pre and post execution formalities of the project and its administration process effectively for smooth business operations of the Company.

The Project Management and Administration Committee consist of the following members areas under:

Sr. No.	Members of the Committee	Designation	Category
1	Mr. Akhilesh Jain	Chairman	Managing Director
2	Mr. Archit Jain	Member	Whole Time Director
3	Mr. Ajay Mujumdar	Member	Independent Director

The Company Secretary acts as secretary to the Committee.

(ii) BUSINESS DEVELOPMENT AND ADMINISTRATION COMMITTEE

The Board has constituted the Business Development and Administration Committee at its Board meeting held on January 22, 2024 to comply with the formalities related to routine business administrative matters on frequent basis like opening and closing of bank current accounts, addition /deletion of authorized signatories pertaining to banking requirement, availing of the Corporate card facility from Banks/ financial Institutions, execution of various documents on behalf of the Company with the statutory authorities, change of bank account to represent the Company at various courts, government authorities.

The Business Development and Administration Committee consist of the following members are as under:

Sr. No.	Members of the Committee	Designation	Category
1	Mr. Akhilesh Jain	Chairman	Managing Director
2	Mr. Archit Jain	Member	Whole Time Director
3	Mr. Ajay Mujumdar	Member	Independent Director

The Company Secretary acts as Secretary to the Committee.

(iii) BORROWING COMMITTEE

The Board has constituted the Borrowing Committee at its Board meeting held on January 22, 2024, recognizing the significance of prudent financial management within our Company and expansion of long-term success of the Company and to support the financial requirements of the Company from time to time and for smooth ongoing of the business operations, to handle the execution process effectively.

The Borrowing Committee consist of the following members are asunder:

Sr. No.	Members of the Committee	Designation	Category
1	Mr. Akhilesh Jain	Chairman	Managing Director
2	Mr. Archit Jain	Member	Whole Time Director
3	Mr. Ajay Mujumdar	Member	Independent Director

The Company Secretary acts as Secretary to the Committee.

(iv) LOAN AND INVESTMENT COMMITTEE

The Board has constituted a Loan and Investment Committee on May 23, 2024. The said Committee is authorized to manage financial and strategic decisions, to make investments, grant loans or guarantees, incorporate new entities in India or abroad, and acquire shares or enter into joint ventures, LLPs, or partnerships, as approved by the Board under Section 186 of the Companies Act, 2013 and for smooth ongoing of the business operations of the Company.

The Loan and Investment Committee consist of the following members are asunder:

The Company Secretary acts as Secretary to the Committee.

Sr. No.	Members of the Committee	Designation	Category
1	Mr. Akhilesh Jain	Chairman	Managing Director
2	Mr. Ajay Mujumdar	Member	Independent Director
3	Mr. Rajendra Saxena	Member	Independent Director

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

The said policy is available on the website of the Company and can be accessed at https://atishay.com/ wp-content/uploads/2024/12/POSH-Policy.pdf. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year ended March 31, 2025, the Company has not received any Complaints pertaining to Sexual Harassment.

The Committee met 1 (One) time during the financial year 2024-25 on April 08, 2024. All the members had attended the meeting of the Committee. The requisite quorum was present at all the meetings. Mrs. Sambedna Jain, act as a Secretary to the Committee.

23. CORPORATE GOVERNANCE

Our corporate governance practices reflect our value system encompassing our culture, policies and relationships with our stakeholders. At Atishay our board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in Corporate Governance. also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The Report on Corporate Governance as per the requirement of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from M/s. Nilesh A. Pradhan & Co., LLP, Company Secretaries, confirming the compliance with the conditions of Corporate Governance has been included in the said Report.

A certificate from the Managing Director and Chief Financial Officer of the Company in terms of SEBI (Listing Obligation Disclosure Requirements) Regulations 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

24. SUBSIDIARY COMPANY(IES)

The Company does not have any subsidiary and, accordingly, the related provisions are not applicable. However, in the interest of promoting better corporate governance, the Board of Directors, at its meeting held on April 29, 2025, voluntarily formulated and adopted a Policy on Material Subsidiaries. The policy is available on the Company''s website and can be accessed at the following link: https://atishay.com/wp-content/uploads/2025/05/ Material-Subsidiarvvv.pdf

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION 188(1)

All Related Party Transactions entered into during the year under review were conducted on an arm''s length basis and in the ordinary course of business. Accordingly, the provisions of Section 188(1) of the Companies Act, 2013 were not attracted, and the requirement of disclosure in Form AOC-2 is not applicable.

As per the provisions of regulation 23 of SEBI (LODR), Regulation 2015, all Related Party Transactions were placed before the Audit Committee for prior approval. The Company has established a process to periodically review and monitor such transactions. Omnibus approval was obtained on an annual basis for transactions of a repetitive nature. All Related Party Transactions were in the ordinary course of business and at arm''s length.

The Audit Committee and the Board of Directors have approved the Policy on Related Party Transactions, which is available on the Company''s website at the following link: https://atishay.com/wp-content/uploads/2024/12/ Related-Party-Transaction-Policy.pdf

26. RELATED PARTY DISCLOSURES

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

27. PARTICULARS OF EMPLOYEES

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board''s report as Annexure 4.

During the financial year 2024-25, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under section 197(12) of the act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) Your directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of the Company for that year;

c) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The said accounts have been prepared on a going concern basis;

e) Your Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively;

f) Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

29. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems that commensurate with the nature of its business, size and complexity of its operations. Internal control systems consisting of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at allocations of the Company and reports the same on quarterly basis to the Audit Committee.

The statutory auditors of the Company have audited the financial statements included in this annual report and

have issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

During the period under review, the Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

30. RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defense cover of the Company''s risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company''s Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing the terms of likelihood and Magnitude of impact and determining response strategy.

The Company is exposed to market risk, credit risk, liquidity risk, regulatory risk, human resource risk and commodity price risk and said risks has been mentioned in Note 42 of standalone financial statements being part of this Annual Report.

Market Risk

Market risk is the risk that changes market prices, such as foreign exchange rates(currency risk) and interest rates (interest rate risk), which affect the Company''s income or value of its holding of financial instruments. The objective of market risk management is to manage

and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair value of fixed interest-bearing investments because of fluctuations in the interest rates.

Cash flow interest rate risk is the risk that the future cash flows of floating interest - bearing investments will fluctuate because of fluctuations in the interest rates.

The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s longterm debt obligations.

The sensitivity analysis for interest rate risk has been mentioned in Note 42 of standalone financial statements being part of this Annual Report.

Foreign currency risk

The Company is not exposed to any foreign currency risk. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Financial instruments that are subject to concentrations of credit risk principally consists of trade receivables, unbilled receivables, cash and cash equivalents, bank deposits and other financial asset.

The Company''s revenue combination is of government and private parties. The company is having majority of receivables from Government undertakings. The exposure to credit risk at the reporting date is primarily from long due trade receivables of Government undertakings.

In case of private customers, the Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

31. APPRECIATION

Your Company''s organizational culture upholds professionalism, integrity, and continuous improvement across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth. Your directors acknowledge with gratitude and wish to place on record their appreciation for the dedication and commitment of your Company''s employees at all levels, which has continued to be our major strength. Your directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward to their continuous support.

32. CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

Mar 31, 2024

The Board of Directors of your Company are pleased to present their Twenty fourth Board report, on the business and operations of the Company together with the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The summary of the Standalone performance is set out below:

(Rs. In Lakhs)
Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Total Income	4522.27	2342.48
Total expenses	3759.97	2241.32
Profit / (loss) before tax	762.30	101.16
Profit after tax for the year	555.36	65.01
Other comprehensive income	7.23	0.59
Total Comprehensive Income for the year	562.59	65.60

2. REVIEW OF THE OPERATIONS OF THE COMPANY

During the financial year ended 31st March 2024, your Company has recorded total income of ? 4,522.27 as against ? 2,342.48 lakhs during the previous financial year 2022-23. The Profit before Tax amounted to H 762.30 lakhs as against Profit before Tax to H 101.16 lakhs in the previous year. The Net Profit for the year amounted to H 555.36 lakhs as against Net profit amounted to H 65.01 lakhs reported in the previous year. The total comprehensive income for the year under consideration remained at ? 562.59 lakhs as against ? 65.60 lakhs during the previous financial year 2022-23.

3. DIVIDEND

Keeping in mind the overall performance and outlook of your Company and earlier trend of declaring dividend, the Board of Directors at their meeting held on May 10, 2024, has recommended dividend of H 1/- (Rupee One) per equity share (i.e. 10%) of face value H 10.00 (Rupees Ten only) each on the equity shares of the Company for the financial year 2023-24, subject to the approval of shareholders at the ensuing Annual General Meeting and

subject to the TDS as may be applicable. The dividend will be paid to those members whose names appear in the Company''s register of members and to those persons whose names appear as beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited as on the date of book /cut off date i.e. on Tuesday, July 09, 2024 and shall be paid within the period of 30 days from the date of declaration at the Annual General Meeting.

The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday, July 10, 2024, to Tuesday, July 16, 2024 (both days inclusive) for the purpose of ascertainment for eligibility for participation in payment of dividend for the financial year ended March 31, 2024.

4. AWARDS

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015 forming part of this Annual Report.

6. TRANSFER TO RESERVE

Your directors proposed to transfer H 333.22 lakhs to the General Reserves out of the profits available with the Company for appropriations

7. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review, forms part of this Annual Report.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in the nature of business of the Company.

9. SHARE CAPITAL

a) CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY

During the period under review, there have been no changes in the Authorized Share Capital of the Company stand at H 15,00,00,000 /- (Rupees Fifteen Crores only) divided into 15000000 (One Crore Fifty Lakhs only) equity shares with a face value of H 10/- each.

During the period under review, there have been no changes in the paid up capital structure of the Company. The paid-up equity share capital of the Company stands at H 10,98,13,330/- (Ten Crores Ninety-Eight Lakhs Thirteen Thousand Three Hundred Thirty Only), divided into 10981333 (One Crore Nine Lakh Eighty-One Thousand Three Hundred Thirty-Three only) equity shares with a face value of H 10/- each.

b) Status of Shares in D-mat Form

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2024, the Company has 10981333 paid up equity shares.

The details of the dematerialised and physical shares are as under :

Sr. No.	Capital Details	No. of shares	% of Total issued Capital
1	Held in dematerialised form in CDSL	3357387	30.57
2	Held in dematerialised form in NSDL.	7623945	69.43
3.	Physical	1	0.00
	Total	10981333	100.00

c) Employee Stock Option Plan 2020â

During the financial year 2020-21, pursuant to the approval of the shareholders by way of Postal ballot on December 23, 2020, the Company had approved / adopted Atishay Limited - Employee Stock Option Plan 2020'' (or âAL- ESOP 2020''), under which eligible employees are granted an option to purchase shares subject to vesting conditions. Such AL- ESOP 2020'' enable the Company to attract and retain the appropriate talent; motivate the employees with reward opportunities, create a sense of ownership amongst them, and promote increased participation by them in the growth of the Company. The Company has approved ESOP schemes for options not exceeding 10,00,000 (Ten Lakhs) equity shares of the face value of H 10/- (Rupees Ten only) each at such price or prices, and on such terms and conditions, as may be determined by the Board in accordance with the provisions of AL ESOP-2020 and in due compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and other applicable laws, rules and regulations;

Further on January 22, 2024, pursuant to the approval of the Nomination and Remuneration Committee, Your Company has granted 250500 stock options to the eligible employees of the Company at the price of H 10/- (Rupees Ten Only) per option under the AL-ESOP 2020.

The disclosures as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is attached to this report as Annexure 1 and is also available on the Company''s website viz., URL: https:// www.atishav.com/wp-content/uploads/2024/04/ Intimationgrantstockoption25012024.pdf

Please refer note No. 35 of Notes forming part of Standalone Financial Statements for further disclosures on ESOPs. The Company does not have any scheme to fund its employees for the purchase of shares of the Company.

10. General Disclosures

During the year under review, the Company has not entered into any transactions which covered under the following provisions and no disclosure or reporting is required.

1. Details relating to deposits covered under Chapter V of the Act and rules made there under.

2. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

3. As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

4. As per rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company''s going concern status and operations in future.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board.

7. There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as er the provisions of the Companies Act, 2013.

8. There is no Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

9. There is no one time settlement of loans taken from banks and financial Institution.

10. The details with respect to unpaid dividend for the financial year 2018-19 and 2020-21 can be accessed at www.atishav.com

During the year under review and as on the date of report, there is no material change and commitments made which affect the financial position of the Company.

12. HUMAN RESOURCE MANAGEMENT

Our most valuable asset is our team of professionals. We are committed to hiring and retaining the best talent. For this we do this by emphasizing the need of fostering a collaborative, transparent, and participatory organizational culture, as well as rewarding excellence and consistent high performance. Our human resource management focuses on allowing our people to advance their careers, develop their talents, and plan. The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and a critical pillar to support the organization''s growth and its sustainability in the long run . Atishay''s multidisciplinary workforce is committed to operating safely and to world class quality standards. In these challenging circumstances, employees have shown commitment and resilience during the past twelve months, consistent with our values of excellence, integrity and professionalism.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review, your Company has not granted any loans, guarantees or made any investments under Section186 of the Companies Act, 2013 and rule made there under.

14. AUDITORS AND AUDITOR''S REPORT

a) STATUTORY AUDITORS:

At the Twenty Second Annual General Meeting of the Company, the members of the Company has approved and re-appointed M/s B. M Parekh & Co., Chartered Accountants, Mumbai (Registration no. 107448W), as Statutory Auditors of the Company, to hold such office for a period of 5 (five) years from the conclusion of the Twenty Second Annual General Meeting of the Company till the conclusion of the Twenty Seventh Annual General Meeting of the Company, in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

M/s B. M Parekh & Co., Chartered Accountants, have audited the books of accounts of the Company for the financial year ended March 31, 2024 and have issued the Auditor''s Report there on. There are no qualifications or reservations or adverse remarks or disclaimers in the said report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditor''s Report, read together with the notes on financial statements are self-explanatory and

hence do not call for any further comments under section 134 of the Act.

b) DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company does not fall within the scope of Section 148(1) of the Companies Act, 2013 and therefore does not require to maintain cost records as specified by the Central Government.

c) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Nilesh A. Pradhan & Co., LLP, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2023-24.

Further, Secretarial Audit Report for the financial year 2023-24 as issued by CS Prajakta V Padhye, Practicing Company Secretary, Partner of M/s Nilesh A. Pradhan & Co., LLP, Company Secretaries, Mumbai (Membership No. FCS 7478; CP No 7891) in Form MR-3 is annexed to the Board''s Report as

Annexure- 2 which is self-explanatory and do not call for any further explanation of the Board.

d) INTERNAL AUDITORS

As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Briska & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No.000780C) as an Internal Auditor to conduct internal audit of the Company for the financial year 2023-24.

The Internal Audit Report for the financial year 2023-24 issued by M/s Briska & Associates, Chartered Accountants, Bhopal was submitted to the Audit Committee and the Board at the meeting held on May 10, 2024.

e) SECRETARIAL STANDARDS

15. ANNUAL RETURN

The copy of annual return is prepared in form MGT-7 as per the provisions of the companies Act, 2013 and will be placed on the Company website and can be accessed at https://www.atishay.com/mgt-annual/

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014 are as below :
Sr. No.	Particulars	Comments
A)	Conservation of energy	Since the Company does not own any
(i)	the steps taken or impact on conservation of energy	manufacturing, the Operations of the Company
(ii)	the steps taken by the Company for utilizing alternate sources of energy;	are not energy intensive. However, the Company always focuses on conservation of energy, wherever
(iii)	the capital investment on energy conservation equipment''s	possible and we always continue to believe in the philosophy of Energy saved is Energy produced, adequate measures commensurate with the business operations have been taken to reduce and conserve the energy consumption by utilizing energy efficient equipment whenever required.
B)	Technology absorption
(i)	the efforts made towards technology absorption	The Company uses latest technology and
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	equipments in its business. Further the Company is not engaged in any manufacturing activity.

Sr. No.	Particulars	Comments
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) the details of technology imported; b) the year of import; c) whether the technology been fully absorbed; d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv)	the expenditure incurred on Research and Development	During the year, the Company has not spent any amount towards research and developmental activity.
(C)	Foreign exchange earnings and Outgo
(i)	The Foreign Exchange earned in terms of actual inflows during	Inflow : NIL
	the year and the Foreign Exchange outgo during the year in terms of actual outflows	Outflow : NIL

17. DETAILS OF THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

As on March 31, 2024, the Company Board comprises of 7 (Seven) Directors, out of which 4 (Four) are Non-Executive -Independent Directors and 1(one) is non-executive woman Director.

Further, pursuant to the provisions of section 203 of the Companies Act, 2013 and the rules made their under, following are the Board of Directors and Key Managerial Personnel of the Company as on date :

Sr. No.	Name of Directors/ KMPs	Designation	Original Date of appointment	Nature of Changes	Date of Cessation	DIN/PAN
1	Mr. Akhilesh Jain	Chairman & Managing Director	30/03/2000	*Re-appointment as a Managing Director for further period of 5 years.		00039927
2	Mr. Archit Jain	Whole-time Director	01/02/2013	**Re-appointment as a Whole time Director for further period of 5 years		06363647
3	Mrs. Rekha Jain	Non-Executive Director	30/03/2000	-	-	00039939
3	Mr. Arvind Vishnu Lowlekar	Non -Executive Independent Director	23/06/2014	Conclusion of the second term w.e.f. June 21, 2024	-	01614733
4	Mr. Arun Shrivastava	Non -Executive Independent Director	31/10/2019	***Re-appointment as an Independent Director for second consecutive term of 5 years .		06640892
5	Mr. Ajay Mujumdar	Non -Executive Independent Director	11/12/2016	-	-	00628327
6	Mrs. Poonam Agrawal	Non -Executive Independent Director	17/09/2014	-		06970570
7	Mr. Rajendra Saxena	Additional (Non -Executive &Independent Director)	10/05/2024	****Appointment as an Independent Director for first term of 5 years .		10485612
8	Mr. Arjun Singh Dangi	Chief Financial officer	27/05/2016	-		BDDPD3306H
9	Ms. Iti Tiwari	Company Secretary & Compliance Officer	29/06/2014	*****Resigned	02/11/2023	ALZPT2514N

Sr. Name of

No. Directors/ KMPs

Designation

Original Date of appointment

Nature of Changes

Date of Cessation

DIN/PAN

10 Mrs. Sambedna Jain

AGM -Corporate Secretarial

01/11/2023

******Appointed as a Company Secretary & Compliance Officer

AOGPJ4171B

*Based on the recommendation of the Nomination and Remuneration Committee, Mr. Akhilesh Jain was re-appointed as a Managing Director of the Company for a period of five years by the Board of Directors at its meeting held on May 10, 2024, subject to the approval of shareholders in the ensuing Annual General meeting.

** Based on the recommendation of the Nomination and Remuneration Committee, Mr. Archit Jain was re-appointed as a Whole time Director of the Company for a period of five years by the Board of Directors at its meeting held May 10, 2024, subject to the approval of shareholder in the ensuing Annual General meeting.

*** Based on the recommendation of the Nomination and Remuneration Committee, Mr. Arun Shrivastava was re-appointed for second term for the period of five years by the Board of Directors at its meeting held on May 10, 2024, subject to the approval of shareholder in the ensuing Annual General meeting.

**** Based on the recommendation of the Nomination and Remuneration Committee, Mr. Rajendra Saxena was appointed as an Additional Director (Non -executive & Independent) by the Board of Directors at its meeting held on May 10, 2024 and seeking approval of the shareholder in the ensuing Annual General meeting for his appointment as an Independent Director of the Company for the period of 5 years.

***** Ms. Iti Tiwari has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f November 02, 2023.

******Mrs. Sambedna Jain has been appointed as AGM -Corporate Secretarial of the Company w.e.f November 01, 2023 and thereafter she was appointed as a Company Secretary & Compliance Officer of the Company and also designated as Key Managerial personnel of the Company w.e.f. January 22, 2024.

18. DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

a) Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Rekha Jain, (DIN : 00039939) Director of the Company will retire by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting of the Company.

b) Re-appointment of Managing Director

Pursuant to the provisions of Sections 196, 197, 203, and any other applicable provisions of the Companies Act, 2013 (âthe Actâ), read with Schedule V and the rules made thereunder, as amended from time to time, the Board of Directors at its meeting held on May 10, 2024 has approved the re-appointment of Mr. Akhilesh Jain (DIN: 00039927) as a Managing Director of the Company for a period of five years with effect from 2nd July, 2024 and revision in the remuneration, he shall not liable to retire by rotation, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

c) Re-appointment of Whole-time Director

Director of the Company for a period of five years with effect from 2nd July, 2024 and he shall not liable to retire by rotation , subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

d) Appointment of Mr. Rajendra Saxena as an Independent Director of the Company

Pursuant to the provisions of Sections 149, 150, 152 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 (including any statutory modification(s)s or reenactment thereof for the time being in force), the Board of Directors at its meeting held on May 10, 2024 has approved the appointment of Mr. Rajendra Saxena (DIN: 10485612), as an Additional Director (Non-Executive & Independent) on the Board of the Company to hold such office till the conclusion of the next Annual General Meeting of the Company and subject to the approval of the members in the ensuing General Meeting, for appointment as an Independent Director and to hold such office for a first term of five (5) consecutive years w.e.f. May 10, 2024 to May 09, 2029, not liable to retire by rotation.

e) Re-appointment of Mr. Arun Shrivastava (DIN : 06640892) Non-Executive Independent Director

Pursuant to the provisions of sections 149 and 152 read with Schedule IV of the Companies Act, 2013, the Companies (Appointment and

Qualification of Directors) Rules, 2014 and any other applicable provisions, if any,(including any statutory modification(s)(s) or re-enactment(s) thereof, for the time being in force) as well as the applicable provisions/regulations of SEBI (LODR) Regulation, 2015, as amended from time to time, the Board of Directors at its meeting held on May 10, 2024 has approved re-appointment of Mr. Arun Shrivastava (DIN: 06640892), who was appointed as an Independent Director of the Company on October 31, 2019 for a first term of five (5) consecutive years and he will be holding such office as an Independent Director upto October 30, 2024, being eligible for re-appointment, to hold such office as an Independent Director of the Company for a second consecutive term of five (5) year, w.e.f. October 31, 2024 to October 30, 2029 and he shall not be liable to retire by rotation.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in the Notice of Annual General Meeting.

f) Conclusion of second term of Mr. Arvind Vishnu Lowlekar (DIN: 01614733) Independent Director of the Company

Mr. Arvind Vishnu Lowlekar (DIN: 01614733) Independent Director of the Company was reappointed by the members of the Company at its Annual General Meeting held on August 28, 2019 for his second consecutive term for a period of five years with effect from June 22, 2019 . The said period of five years will be concluded on June 21, 2024 and same has been taken on record by the Board of Directors at its meeting held on May 10, 2024 .

19. INDEPENDENT DIRECTORS AND THEIR DECLARATION

As on March 31, 2024, the Company is having 4 (four) Independent Directors which are in accordance with the requirement of the SEBI (LODR) Regulations, 2015 as well as under the Companies Act, 2013.

The terms and conditions of appointment of the Independent Directors are placed on the website at the following weblink https://www.atishay.com/wp-content/ uploads/2024/04/Terms-Condition-of-Appintment-of-Director.pdf

All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)

(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013. As per

the SEBI (LODR) Regulations 25 (8) states that every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause of sub- regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and the board of directors of the company shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.

During the financial year 2023-24 and in adherence to the Code of Independent Directors outlined in Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on March 20, 2024. The purpose of the meeting was to evaluate the performance of non-independent directors and the board as a whole, assess the performance of the chairman of the company taking into account the views of executive and nonexecutive directors, evaluate the quality, quantity, and timeliness of the flow of information between the company management and the board, and discuss other matters pertaining to the company''s operations and future plans. The said meeting was conducted without the presence of any executive or non-executive board members. The requisite quorum was present at the meeting.

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties, and responsibilities. Furthermore, in accordance with the requirements of SEBI (LODR) Regulations, 2015, the Company also organizes a familiarization programme for the Independent Directors to enlighten them about the Company, their roles, rights, and responsibilities within the Company, the nature of the industry in which the Company operates, and the business model of the Company, among other aspects. Periodic presentations are made to the Board and Board Committee meetings on business and performance updates of the Company, business strategy, and associated risks. Quarterly updates on relevant statutory changes and judicial pronouncements, encompassing important amendments, are provided to the Directors. All details necessary for Independent Directors to familiarize themselves with the business and culture of the Company are also available on the Company''s website www.atishay.com

The details of such programmes imparted to Independent Directors are available on the Company''s website and can be accessed at the following weblink: https:// www.atishay.com/wp-content/uploads/2024/04/ Familiarization-Programmes.pdf

21. CONSTITUTION OF THE BOARD OF DIRECTORS AND THEIR MEETINGS

(a) Constitution of the Board

1. The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company''s policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2024, the Company Board comprises of 7 (Seven) Directors, out of which 2 (Two) are Executive Directors, 4 (Four) are Non-Executive -Independent Directors and 1 (one) is Non-Executive, Woman Director.

Mr. Akhilesh Jain, Chairman & Managing Director, Mr. Archit Jain, Whole-time Director and Mrs. Rekha Jain, Director of the Company are the Promoters of the Company. The members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.

(b) Meetings of the Board

The Board met 5 (five) times during the financial year 2023-24 namely on May 23, 2023, June 10, 2023, July 18, 2023, October 23, 2023, and January 22, 2024. The gap between two meetings did not exceed 120 days in accordance with the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015. Details regarding the attendance of Directors in the meetings of Board and the previous Annual General Meeting has been included in the Corporate Governance Report which is forming part of this Annual Report.

(c) Information available for the members of the Board

The Board has complete access to any information within the Company. The Company has provided inter alia following information:

â¢ Financial results of the Company, its Subsidiaries;

â¢ Minutes of meetings of the Board, Committees, resolutions passed by circulations and minutes of the meetings of the Board of Subsidiary Companies;

â¢ Periodic compliance reports which includes noncompliance, if any;

â¢ Disclosures received from Directors;

â¢ Related party transactions;

â¢ Regular business updates;

â¢ Report on action taken on last Board Meeting decisions;

â¢ Various Policies of the Board;

â¢ Code of Conduct for the members of the Board;

â¢ Discussion with the Auditors and the audit committee members.

22. GOVERNANCE CODES

(a) Code of Business Conduct & Ethics

The Company has adopted Code of Conduct for Board of Directors and Senior Management ("the Codeâ) which is applicable to the Board of Directors and all Employees of the Company. The Board of Directors and the members of Senior Management Team of the Company are required to affirm Compliance of this Code. The Company has received the annual affirmation declaration from the Board of Directors and Senior Management. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Company''s website at the following weblink

(b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other Companies including Chairmanships and notify changes during the year. The members of the Board while discharging their duties, avoid conflict of interest in the decisionmaking process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest

(c) Insider Trading Code

The Company has adopted a Code of conduct for prevention of Insider Trading ("the Codeâ) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, amended time to time (The PIT Regulations). This Code is displayed on the Company''s website at the following weblink https:// www.atishay.com/wp-content/uploads/2024/04/ Code-of-Conduct-Insider-Trading.pdf

The code shall be applicable to the insiders of the Company which includes all insiders, designated persons and their immediate relatives, connected persons, Fiduciaries and Intermediaries and shall come into effect from the date of listing of Equity Shares of the Company on a stock exchange in India subsequent to an initial public offering of the Equity Shares of the Company. The Company Secretary of the Company is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated ''The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. This Code is displayed on the Company''s website at the following weblink https://www.atishav.com/wp-content/ uploads/2024/04/ATISHAY-CQDE-QF-PRACTICES-AND-PROCEDURES-FOR-FAIR-DISCLOSURE.pdf

Further that there have been no violations of Insider Trading Regulations for the year ended March 31, 2024 and our Company has diligently observed and adhered to all provisions stipulated in the SEBI (Prohibition of Insider Trading) Regulations, 2015.

23. BOARD EVALUATION

Pursuant to the provision of Section 149(8) of Companies Act, 2013 states that formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its committees and individual directors including Independent Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. Recommendations and suggested areas of improvement for the Board, its various committees and the individual Directors were considered by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared for the purpose of evaluation of the Board, Chairman of the Board, Committees, Executive Directors and Independent Directors of the Company.

On the basis of the structured questionnaire, evaluation is being done by the Directors of the Company with specific focus on the performance and effective functioning of the Board and Individual Directors and fulfilment of the independence criteria as specified in the SEBI Regulations and their independence from the management, provided that in the above evaluation the directors who are subject to evaluation shall not participate. Independent Directors of the Company have conducted their separate meeting on March 20, 2024. The evaluation report submitted to the Nomination Remuneration Committee which reflects the current strength of Governance performance in the Company and complied with the requirement of the

SEBI (LODR), Regulations, 2015 read with the section 134 of the Companies Act, 2013. The Board of Directors expressed their satisfaction with the evaluation process.

24. COMMITTEES OF THE BOARD

a) MANDATORY COMMITTEES

1. AUDIT COMMITTEE

As on March 31, 2024 the members of Audit Committee comprises of Three (3) Independent Directors and One (1) Whole- time Director. Mr. Arvind Vishnu Lowlekar serves as the Chairman of the Audit Committee, with Mrs. Poonam Agrawal, Mr. Ajay Mujumdar, and Mr. Archit Jain as its members of the Committee. All the members of the Committee have relevant experience in financial matters. Mrs. Sambedna Jain, acts as Secretary to the Committee.

Further to inform you that the second consecutive term of Mr. Arvind Vishnu Lowlekar, Non-Executive & Independent Director of the Company will conclude on June 21, 2024 . Due to conclusion of his second term, the Company at its Board meeting held on May 10, 2024 has appointed and inducted new members and re-constituted the audit committee.

The re-constituted members of the Audit Committee are stated below and all the members of the committee are financially literate and possesses financial expertise:

Sr. No.	Members of the Committee	Designation
1.	Mr. Rajendra Saxena	Chairman
2	Mrs. Poonam Agrawal	Member
3	Mr. Ajay Mujumdar	Member
4	Mr. Archit Jain	Member

Further more, the other details such as composition of committee, terms of reference, powers, duties & Responsibilities, meeting and attendance records are included in the Corporate Governance Report which forms part of this Annual Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or

suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Further, no whistle blower complaint has been received during the financial year

2023-24. The Policy is available on the website of

the Company at the following weblink https://www. atishay.com/wp-content/uploads/2024/04/Vigil-mechanism-Policy.pdf

b) STAKEHOLDER/ INVESTOR RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 the Board of Directors of the Company constituted Stakeholders'' Relationship and Investors Grievances Committee on June 23, 2014 and was reconstituted on June 20, 2019.

The Committee specifically looks into the redressal of shareholders and investors complaints such as transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividends, payment of unclaimed dividends etc.

In addition, the Committee also investigated matters that can facilitate better investor services and relations. The Board was kept apprised of all the major developments on investors'' issues through various reports and statements furnished to the Board from time to time throughout the year.

as the Chairperson of the said Committee, with Mr. Ajay Mujumdar, Mr. Akhilesh Jain as its members. Mrs. Sambedna Jain, acts as the Secretary to the Committee.

Further more, the other details such as composition of committee, terms of reference, powers, duties & Responsibilities, meeting and attendance records are included in the Corporate Governance Report which forms part of this Annual Report.

As on March 31, 2024 the members of Stakeholder/ Investor Relationship Committee comprises of Three (3) Directors. Mrs. Poonam Agrawal serves

During the financial year 2023-24, the Company has not received any investors complaints. The members may contact the Company Secretary of the Company for their queries, if any, at the contact details provided in the Shareholdersâ Information in this report.

DETAILS OF INVESTOR''S REQUESTS/COMPLAINTS REPORT FOR THE PERIOD APRIL 01, 2023 TO MARCH 31, 2024 ARE GIVEN BELOW :

Sr. No.	Nature of Requests/Complaints	Opening balance	Complaints Received	Total Redressed	Pending
1	Delay in transfer of shares	-	-	- -	-
2	Delay/ non receipt of Annual Reports	-	-	- -	-
3	Delay/ non-receipts in issue of duplicate shares	-	-	- -	-
4	Delay/ non-updating of clients information in record	-	-	--	-
5	Non-receipt of shares/ dividends/rights/ bonus shares	-	-	--	-
	NIL Complaint Received	0	0	0 0	0

(c) NOMINATION AND REMUNERATION COMMITTEE

Therefore, the committee has adopted a rigorous process to ensure that the Board selects the right candidates for senior leadership positions keeping in line with the policy devised on Board diversity. The Chairman of the Committee is an Independent Director.

As on March 31, 2024, the members of Nomination and Remuneration Committee comprises of three Directors. Mr. Arvind Lowlekar serves as the Chairman of the said Committee, with Mrs. Poonam Agrawal and Mr. Ajay Mujumdar as its members. Mrs. Sambedna Jain, acts as the Secretary to the Committee

The reconstituted members of the Nomination and Remuneration Committee are stated below :

S. No	Members of the Committee	Designation
1	Mr. Ajay Mujumdar	Chairman
2	Mrs. Poonam Agrawal	Member
3	Mr. Rajendra Saxena	Member
4	Mr. Arun Shrivastava	Member
5	Mrs. Rekha Jain	Member

Further more, the other details such as composition of committee, terms of reference, powers, duties & Responsibilities, , meeting and attendance records are included in the Corporate Governance Report which forms part of this Annual Report.

The Nomination and Remuneration policy was adopted by the Board on the recommendation of Nomination & Remuneration Committee. The Policy is available on the website of the Company at the following weblink https://www.atishay.com/ wp-content/uploads/2024/04/Nomination-and-Remuneration-Policv.pdf

MECHANISM FOR EVALUATION OF BOARD, COMMITTEES, CHAIRPERSON AND

INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors and the Chairman has to be made. Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual Directors and the Chairman.

During the financial year 2023-24, on the basis of the structured questionnaire, evaluation is being done by the Directors of the Company with specific focus on the performance and effective functioning of the Board and Individual Directors and fulfilment of the independence criteria as specified in the SEBI Regulations and their independence from the management, provided that in the above evaluation the directors who are subject to evaluation shall not participate. Independent Directors of the Company have conducted their separate meeting on March 20, 2024. The evaluation report submitted to the Nomination Remuneration Committee which reflects the current strength of Governance performance in the Company and complied with the requirement of the SEBI (LODR), Regulations, 2015 read with the section 134 of the Companies Act, 2013. The Board of Directors expressed their satisfaction with the evaluation process.

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

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, is available on our Company website and can be accessed at https:// www.atishay.com/wp-content/uploads/2024/04/ Nomination-and-Remuneration-Policy.pdf

(d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

As on March 31, 2024 the members of Corporate Social Responsibility (CSR) Committee comprises of 4 (Four) Directors. Mr. Archit Jain serves as the Chairman of the said Committee, with Mrs. Rekha Jain, Mr. Ajay Mujumdar, Mr. Arvind V Lowlekar as its members. Mrs. Sambedna Jain, acts as the Secretary to the Committee

The re-constituted members of the CSR Committee are stated below :

Members of the S. No Committee	Designation
1 Mr. Archit Jain	Chairman
2 Mrs. Rekha Jain	Member
3 Mr. Ajay Mujumdar	Member

The Company at its Board Meeting held on May 10, 2024 has amended the Corporate Social Responsibility (CSR) Policy. As per the Rule 9 of Companies (CSR Policy) Rules, 2014, the Corporate Social Responsibility Policy is available on the website of the Company and can be accessed at https://www.atishay.com/regulations-46/

Further more, the other details such as composition of committee, terms of reference, powers, duties & Responsibilities, meeting and attendance records are included in the Corporate Governance Report which forms part of this Annual Report

No meeting was held during the financial year 202324, as the Company do not have any liability of CSR expenditure as per Section 135 of the Companies Act, 2013 for the financial year 2023-24, therefore detailed Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility policy) Rules, 2014 is not required to be submitted.

The Company''s policy on CSR is available on our Company website and can be accessed at https:// www.atishav.com/regulations-46/

(b) OTHER COMMITTEES CONSTITUTED BY THE BOARD OF DIRECTORS OF THE COMPANY FOR SMOOTH OPERATION OF THE BUSINESS AS ON MARCH 31, 2024:

1. PROJECT MANAGEMENT AND ADMINISTRATION COMMITTEE

The Board has constituted the Project Management And Administration Committee at its Meeting held on January 22, 2024 to oversee the pre and post execution formalities of the project and its administration process effectively for smooth business operations of the Company.

The Project Management and Administration Committee consist of the following members are as under:

Members of S. No the Committee	Designation
1 Mr. Akhilesh	Chairman-Managing
Jain	Director
2 Mr. Archit Jain	Member-Whole Time Director
3 Mr. Ajay	Member - Independent
Mujumdar	Director

The Company Secretary acts as Secretary to the Committee.

2. Business Development and Administration Committee

The Board has constituted the Business Development and Administration Committee at its Board meeting held on January 22, 2024 to comply with the formalities related to routine business administrative matters on frequent basis like opening and closing of bank current accounts, addition /deletion of authorized signatories pertaining to banking requirement, availing of the Corporate card facility from Banks/ financial Institutions, execution of various documents on behalf of the Company with the statutory authorities, change of bank account, to represent the Company at various courts, government authorities .

The Business Development and Administration Committee consist of the following members are as under:

S. No	Members of the Committee	Designation
1	Mr. Akhilesh	Chairman-Managing
	Jain	Director
2	Mr. Archit Jain	Member-Whole Time Director
3	Mr. Ajay	Member - Independent
	Mujumdar	Director

The Company Secretary acts as Secretary to the Committee.

3. BORROWING COMMITTEE

The Borrowing Committee consist of the following members are as under:

S. No Name of Directors	Designation
1 Mr. Akhilesh Jain	Chairman-Managing Director
2 Mr. Archit Jain	Member-Whole Time Director
3 Mr. Ajay Mujumdar	Member - Independent Director
The Company Secretary acts as Secretary to the Committee.

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

Your Company is committed to providing a work environment that ensures everyone is treated with dignity and respect. The Company is also committed to promoting equality at work and an environment that is conducive to professional growth for all employees and encourages equal opportunity. Your Company does not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees are not subjected to any form of harassment including sexual harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Further, the Company at its Board Meeting held on May 10, 2024 has amended the Policy of Sexual harassment of women at workplace (prevention, prohibition & protection) and the said policy is available on the website of the Company and can be accessed at https://www.atishay.com/regulations-46/. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year ended March 31, 2024, the Company has not received any Complaints pertaining to Sexual Harassment.

The Committee met 1 (One) time during the financial year 2023-24 on February 12, 2024 . All the members had attended the meeting except the presiding officer of the Committee. The requisite quorum was present at all the meetings. Mrs. Sambedna Jain, act as a Secretary to the Committee.

26. CORPORATE GOVERNANCE

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company'' future operations.

28. SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company and hence the provisions of the same are not applicable to the Company.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION 188(1)

All transactions entered with Related Parties for the year under review were entered on arm''s length basis and in the ordinary course of business and the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder were not attracted.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed to the Board''s Report as Annexure-3

As per the provisions of regulation 23 of SEBI (LODR), Regulation 2015, all Related Party Transactions are placed before the Audit Committee for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm''s length.

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been placed on the Company''s website at the following weblink https://www.atishav.com/regulations-46/

30. RELATED PARTY DISCLOSURES

The disclosures with respect to the related party(ies) has been mentioned in Note No. 38 to the financial statements.

31. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in boards report

32. PARTICULARS OF EMPLOYEES

During the financial year 2023-24, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under section 197(12) of the act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014.

33. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for that year;

c) 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.

d) the Directors have prepared the annual accounts on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.

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

g) the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

34. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems that commensurate with the nature of its business, size and complexity of its operations. Internal

control systems consisting of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

The statutory auditors of the Company have audited the financial statements included in this annual report and have issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

During the period under review, the Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

35. RISK MANAGEMENT

a bearing on the organization''s objectives, assessing the terms of likelihood and Magnitude of impact and determining response strategy.

The Company is exposed to market risk, credit risk, liquidity risk, regulatory risk, human resource risk and commodity price risk.

(a) Market Risk

Market risk is the risk that changes market prices, such as foreign exchange rates (currency risk) and interest rates (interest rate risk), which affect the Company''s income or value of its holding of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return

Interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of floating interest - bearing investments will fluctuate because of fluctuations in the interest rates.

The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations.

The sensitivity analysis for interest rate risk has been mentioned in Note 41. of standalone financial statements being part of this Annual Report.

Foreign currency risk

The Company is not exposed to any foreign currency risk.

Credit risk : -

The Company''s revenue combination is of government and private parties. The company is having majority of receivables from Government undertakings. The exposure to credit risk at the

reporting date is primarily from long due trade receivables of Government undertakings.

(b) Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations.The Company manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

36. CAUTIONARY STATEMENT

37. APPRECIATION

Mar 31, 2018

TO, THE MEMBERS ATISHAY LIMITED

The Directors have pleasure in presenting the 18th (Eighteenth) Annual Report of Atishay Limited together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

(Rs, In Lakhs)

Particulars	2017-18	2016-17
Total Income	2389.79	2199.07
Total expenses	1982.38	1731.80
Profit before tax	407.42	467.27
Tax Expenses	104.50	140.56
Profit after Tax (PAT)	302.92	326.71
Other Comprehensive Income	(0.32)	(0.23)
Total Comprehensive Income for the year	302.60	326.48

REVIEW OF THE OPERATIONS OF THE COMPANY:

During the financial year ended 31^st March 2018, your Company has recorded total Income of Rs, 2389.79 Lakhs as against Rs, 2199.07 Lakhs during the previous financial year 2016 -17. The total comprehensive income for the year under consideration remained at Rs, 302.60 Lakhs as against Rs, 326.48 Lakhs during the previous financial year 2016-17.

DIVIDEND

In continuation of earlier trend of declaring dividend and keeping in mind the overall performance and the outlook of your Company, the Directors are pleased to recommend for approval of the members, at the ensuing Annual General Meeting, a final dividend of '' 0.60/- per share for the financial year 2017-18 .

The Final Dividend, subject to the approval of Members at the Annual General Meeting to be held on July 24^th, 2018, will be paid to the Members whose names appear in the Register of Members, as on the cutoff date / Record Date, i.e.17th July,2018 .

TRANSFER TO RESERVE

Your Directors proposed to transfer Rs, 181.56 Lakhs to the General Reserve out of the profits available with the Company for appropriations. UNCLAIMED DIVIDEND / SHARES

Pursuant to Section 124 (5) & (6) of the Companies Act, 2013, the Company is not having any unclaimed or unpaid dividends as well as resulting shares thereon for a period exceeding 7 years, liable to be transferred to the Investors Education and Protection Fund.

NUMBER OF BOARD MEETINGS HELD

Total 5 meetings of the Board were held during the year and gap between two Board Meetings does not exceed 120 days.

CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

SHARE CAPITAL

During the year there is no Change in share capital of the Company.

INDIAN ACCOUNTING STANDARD

These financial statements for the year ended March 31, 2018 are the first financials with comparatives, prepared under Ind AS. For all previous periods including the year ended March 31, 2017, the Company had prepared its financial statements in accordance with the accounting standards notified under Companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as ''Previous GAAP'') used for its statutory reporting requirement in India.

The accounting policies are applied consistently to all the periods presented in the financial statements, including the preparation of the opening Ind AS Balance Sheet as at April 1, 2016 being the date of transition to Ind AS.

STATE OF COMPANY AFFAIRS:-

We are a technology driven Company, focusing on creating India''s largest network of last-mile retail points-of-sale, delivering e-Governance to the unsaved rural, semi-urban, and urban markets. Being the largest systems integrator for key government projects, we enable the Central and State governments to deliver e-Governance services to every citizen - more affordably and more efficiently than ever before.

We are a CMM Level 3, an ISO/IEC 27001:2005 and ISO 2008:2015 certified data management and IT Solution Company. Our strengths lie in providing technology driven business solutions, enabling our clients to achieve their strategic goals.

During the year the Company has capitalized its established track record of handling Government projects and captured additional markets thereby increasing geographical presence in order to deliver added value to our customers. Maxidoo, a Hotel (ERP) software, is a project which is getting developed facilitates the Hotels in managing inventory, maintaining staff control, improving service efficiency, optimizing costs and in reducing manpower dependency.

A detailed analysis of the same is available in the Management discussion and Analysis Report forming a part of Annual Report. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES UNDER SECTION 186

The Company has not granted any loan, guarantee, or made any investments during the year ended 31st March 2018 under Section186 of the Companies Act, 2013 and Rule made there under. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), disclosure on particulars relating to Loans, advances and investments are provided as part of the financial statements.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS:

The Company has in place proper and adequate internal control systems that commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to Audit Committee.

HUMAN RESOURCES INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organizationâs growth and its sustainability in the long run.

NOMINATION & REMUNERATION POLICY OF THE COMPANY

The Company''s policy relating to remuneration of Directors, Key Managerial Personnel and other Employees is given in Annexure A. The policy is also displayed on Website of the Company at www.atishay.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION 188(1)

All transactions entered with Related Parties for the year under review were entered on arm''s length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made there under were not attracted. The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014 and the same is annexed to the Board''s Report as Annexure-B.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm''s length.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report on the financial condition and result of consolidated operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

The Members of the Company had appointed M/s B. M Parekh, Chartered Accountants, Mumbai (Registration no. 107448W), as the Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 17th Annual General Meeting held on 19th July,2017 till the conclusion of 22nd Annual General Meeting of the Company.

AUDITOR''S REPORT

The observations of Auditors in their report read with notes to the accounts are self-explanatory.

SECRETARIAL AUDITOR''S REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed/s Prajakta V. Padhye & Co., Practicing Company Secretary, Dombivali, to undertake the Secretarial Auditor of the Company for the Year-2017-18.

Secretarial Audit Report for the Financial Year 2017-18 as issued by M/s Prajakta V. Padhye & Co., Practicing Company Secretary, Dombivali in Form MR-3 is annexed to the Board''s Report as Annexure -C which is self-explanatory and do not call for any further explanation of the Board.

BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non Executive and Independent Directors including Woman Directors. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. One meeting of the Board of Directors is held in each quarter. Additional meetings of the Board are convened as may be necessary for proper management of the business operations of the Company. Separate meeting of Independent Directors is also held at least once in a year to review the performance of Non-Independent Directors, the Board as a whole and the Chairman. The details pertaining to the composition, terms of reference. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

Information available for the members of the Board:-

The Board has complete access to any information within the Company. The Company has provided inter alia following information and discussed the matters:

- Financial results of the Company,

- Minutes of meetings of the Board and Committee Meetings

- Quarterly and Yearly Compliance reports

- Disclosures received from Directors;

- Related party transactions;

- Regular business updates;

- Report on action taken on last Board Meeting decisions;

- Various Policies of the Board;

- Code of Conduct for the members of the Board;

BOARD EVALUATION:

The provision of sec. 149(8) of Companies Act, 2013 states that formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors'' including Independent Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. Recommendations and suggested areas of improvement for the Board, its various committees and the individual Directors were considered by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

a) Directors

Your Company has Seven (7) Directors of which Two (2) are Executive, One (1)Non-Executive and Four (4) are Independent Directors as on 31stMarch, 2018.

b) Independent Directors

In terms of the definition of ''Independent Directors'' as prescribed under Regulation 16 (1) (b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, to the effect that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Ajay Mujumdar

2. Mr. Arvind Vishnu Lowlekar

3. Mr. Kavindra Singh

4. Mrs. Poonam Agrawal

c) Managing Director and Whole-time Director

- During the year, Mr. Akhilesh Jain continued to remain as the Chairman & Managing Director of the Company.

- During the year, Mr. Archit Jain continued to remain as the Whole-time Director of the Company.

d) Appointment/Resignation of Director and Key Managerial Personnel

- During the year, Miss Iti Tiwari and Mr. Arjun Singh Dangi continued to remain as the Company Secretary & Compliance Officer and as the Chief Financial Officer of the Company.

e) Retire by Rotation

Mrs. Rekha Jain, Non -Executive Director of the Company will retire by rotation at the 18th Annual General Meeting in pursuance of the provisions of Section 152 of the Companies Act, 2013 and being eligible has offered herself for the re-appointment at the 18th Annual General Meeting.

Further details as required under the provisions of Regulation 36 (3) of Listing Regulation about the Director seeking re-appointment in the ensuing Annual General Meeting are annexed to the Notice of 18th Annual General Meeting which is being sent to the Members along with the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

Mandatory Committees:-(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations. All the members of the committee are financially literate and Mr. Arvind V Lowlekar, Chairman of the Committee is an Independent Director and possesses financial expertise. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

(B) Stakeholder''s Relationship Committee

Stakeholder''s Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013.The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of the committee are Independent Directors. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In terms of the section 177(9) of companies act, 2013 and rules framed there under, your Company has established a ''Whistle Blower Policy and Vigil Mechanism'' for directors and employees which provides a channel to the employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities.

PREVENTION OF INSIDER TRADING:

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at the link: http://atishay.com/investors/Policies/Insider-Trading-Policy.pdf.

SEXUAL HARASSMENT OFWOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013(SHWWA):

Atishay quest for competitive excellence consists of its commitment to lawful and ethical conduct and adherence to its values. Integrity, honesty and respect for people remain some of its core values. Your Company is committed to providing a work environment that is professional and mature, free from animosity and one that reinforces our value of integrity that includes respect for the individual. The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensure adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defense cover of the Company''s risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company''s Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing the terms of likelihood and Magnitude of impact and determining response strategy.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is attached as Annexure-D, to this report.

CORPORATE GOVERNANCE

Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. Your Directors reaffirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. The Company presents a statement of all related party transactions before the Audit Committee. A detailed report on Corporate Governance forms an integral part of Annual Report and is set out as separate section therein.

The appended report does not contain any qualification, reservation or adverse remarks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company'' future operations.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company and hence the provisions of the same are not applicable to the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OFTHE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31, 2018 to the date of signing of the Boards Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014:

A. Conservation of Energy:

While continuing to believe in philosophy of Energy saved is Energy produced, adequate measures commensurate with the business operations have been taken to reduce and conserve the energy consumption by utilizing energy efficient equipment whenever required.

B. Technology Absorption:

Research and Development (R&D): Nil Technology absorption, adoption, and innovation: Nil

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings:

Nil Foreign Exchange Outgo: Nil

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria as mentioned in the Section 135 of the Companies Act, 2013 and rules made thereof which specifies the requirement of forming the Corporate Social Responsibility Committee.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, Directors of your Company state and confirm that:

a. In the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors had 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 as at March 31, 2018 and of the profit and loss of the Company for year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation.

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median employee''s remuneration and other details in terms of section 197 of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 are annexed as AnnexureâE which forms part of this report. During the financial year 2017-18, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under section 197(12) of the act read with rule 5(2) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

CAUTIONARY NOTE

Statements in this board''s report and management discussion and analysis describing the company''s objectives, projections, estimates, expectations, or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the Company across all the levels who have contributed to the growth and sustained success of the Company.

Date: 25.05.2018 For and on behalf of the Board

Place: Bhopal of Atishay Limited

Akhilesh

Jain Chairman & Managing Director

DIN:00039927

Mar 31, 2017

To,

The Members

Atishay Limited (Formerly Known as Atishay Infotech Limited)

The Directors have pleasure in presenting the 17th (Seventeenth) Annual Report of Atishay Limited (Formerly Known as Atishay Infotech Limited) together with the Audited Financial Statements for the financial year ended 31st March, 2017.

FINANCIAL HIGHLIGHTS

(Rs. In Lakhs)

Particulars	2016-17	2015-16
Total Turnover	2313.22	1861.27
Other Income	69.02	99.13
Total Revenue	2382.24	1960.40
Less: Expenditures & Depreciation	1922.65	1532.53
Profit before exceptional and extraordinary items and tax	459.59	427.87
Add: Prior period items	14.22	(11.26)
Profit before Tax (PBT)	473.81	416.61
Less: Tax (including deferred Tax)	140.58	116.76
Profit after Tax (PAT)	333.23	299.85

Review of the operations of the Company:

During the financial year ended 31^st March 2017, your Company has recorded a turnover of Rs.2313.22 Lakh as against Rs.1,861.27 Lakh during the previous financial year 2015-16. The Net Profit of your Company, for the year under consideration, remained at Rs.333.23 Lakh as against Rs.299.85 Lakh during the previous financial year 2015-16.

Dividend

Your Directors, considering the financial requirement of the Company, have not recommended any dividend for the financial year ended 31st March 2017.

Transfer to Reserve

Your Directors proposed to transfer Rs.333.23 Lakh (Previous Year Rs.299.85 Lakh) to the General Reserves out of the profits available with the Company for appropriations.

Transfer to Investor Education and Protection Fund

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

Hotel Business & its Operations

During the year, the Company has diversified its business area and has entered into the hospitality industry in the name of Hotel Atishay, a unit of Atishay Limited (Formerly Known as Atishay Infotech Limited). Despite the challenging environment, the Company proceeded with its expansion plan charted out for the year. The Company has initiated effective and suitable measures to efficiently utilize its resources and has recorded a turnover of Rs.513.05 Lakh from the Hotel and Hospitality business. The management is hopeful of maintaining the upward growth in the coming years too.

Change in Nature of the Business

There was no change in the nature of business of the Company during the year under review.

Public Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

Share Capital

A. During the year, Company had increased its Authorized Share Capital from Rs.100,000,000.00 (Ten Crore Only) divided into 10000000 (One Crore) Equity Share of Rs.10.00 each to Rs.110,000,000.00 (â Eleven Crores Only) divided into 11,000,000 (One Crore Ten Lakhs) Equity Shares of Rs.10.00 vide Ordinary Resolution passed at the Annual General Meeting held on 12^th August, 2016.

B. Further during the year on 20^th September, 2016 the Company has allotted 2,196,266 Equity Share of Rs.10.00 each as a Bonus Shares aggregating to Rs.21,962,660.00 in the proportion of 1 (one) equity share for every 4 (four) existing equity share held by the Members as per the provisions of Section 63 and other applicable provisions of the Companies Act, 2013, read with Rule 14 of the Companies (Share Capital & Debentures) Rules, 2014.

Human Resources

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the companyâs approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

Statutory Auditors

The Members of the Company had appointed M/s Tasky Associates, Chartered Accountants, Bhopal (Registration No. 008730N) as the Statutory Auditors of the Company for two consecutive financial years in the 15^th Annual General Meeting held on 28th May, 2015 till the conclusion of 17^th Annual General Meeting of Company to be held in the year 2017. Since the tenure of existing Statutory Auditors is getting over in the ensuing 17^th Annual General Meeting, the Board proposed the name of M/s B. M Parekh & Co., Chartered Accountants, Mumbai (Registration no. 107448W) to be appointed as Statutory Auditors of the Company for conducting the audit for five consecutive Financial Years i.e., up to 31^st March, 2022 till the conclusion of 22^nd Annual General Meeting of the Company.

Auditorsâ Report

The observations of Auditors in their report read with notes to the accounts are self-explanatory.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Prajakta V. Padhye & Co., Practicing Company Secretary, Dombivali to undertake the Secretarial Audit of the Company for the financial year 2016-2017. The Secretarial Audit Report is annexed to this Report as Annexure - A.

In relation with the auditorâs observation on the report, it is hereby clarified that the Company had passed Board Resolution for Bonus issue of shares on 27^th May, 2016. The Company had proposed to take the approval from its members in its 16^th Annual General Meeting. Keeping in view the 16^th Annual General Meeting and unavailability of the directors of the Company, the 16^th Annual General Meeting of the Company could not be convened within 2 monthsâ time frame from the date of the Board Meeting as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Further we assured to the members of the Company that the Company will exercise caution in future and ensure that all the provisions are adhered to by Company.

a) Directors

Your Company has Seven (7) Directors of which Two (2) are Executive, One (1) Non-Executive and Four (4) are Independent Directors as on 31^st March, 2017.

b) Independent Directors

In terms of the definition of âIndependent Directorsâ as prescribed under Regulation 16 (1) (b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, to the effect that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) of the Listing Regulations. The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Ajay Mujumdar

2. Mr. Arvind Vishnu Lowlekar

3. Mr. Kavindra Singh

4. Mrs. Poonam Agrawal

c) Managing Director and Whole-time Directors

- During the year, Mr. Akhilesh Jain continued to remain as the Chairman & Managing Director of the Company.

- During the year, Mr. Archit Jain continued to remain as the Whole-time Director of the Company.

d) Appointment/Resignation of Director and Key Managerial Personnel

- Mr. Ajay Mujumdar was Appointed as Additional Non - Executive Director Independent Director on w.e.f. 3rd September, 2016 and regularize as Non- Executive Independent Director on w.e.f. 11th December 2016.

- Mr. Arjun Singh Dangi was appointed as the Chief Financial Officer (KMP) on 27th May, 2016 as per the provisions of Section 203 of the Companies Act, 2013 in place of Mr. Ranveer Singh Chandel, who has tendered his resignation from the post of Chief Financial Officer (KMP) due to personnel reasons.

- During the year, Miss Iti Tiwari continued to remain as the Company Secretary & Compliance Officer of the Company.

e) Retire by Rotation

Mrs. Rekha Jain, Director of the Company will retire by rotation at the 17th Annual General Meeting in pursuance of the provisions of Section 152 of the Companies Act, 2013 and being eligible has offered herself for the re-appointment at the 17th Annual General Meeting.

Further details as required under the provisions of Regulation 36 (3) of Listing Regulation about the Director seeking reappointment in the ensuing Annual General Meeting are annexed to the Notice of 17th Annual General Meeting which is being sent to the Members along with the Annual Report.

f) Declaration by Independent Directors

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that she/he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Declaration of the Directors on the Code of Conduct

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the Financial Year ended 31st March, 2017, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

h) Number of Board Meetings

There has been six meeting of Board of Directors in the financial year 2016-17 as under.

The dates of these Board Meetings are: -

Sr. No.	Date of Board Meetings
1.	27.05.2016
2.	03.09.2016
3.	20.09.2016
4.	17.10.2016
5.	24.10.2016
6.	18.02.2017

The gap between two Board Meetings did not exceed 120 days.

Subsidiary Companies

The Company does not have any subsidiary Company and hence the provisions of the same is not applicable to the Company.

Vigil Mechanism /Whistle Blower Policy

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

Listing

During the year i.e., on 02nd February, 2017, the Company migrated from the Bombay Stock Exchange Limited (SME platform) to the Bombay Stock Exchange Limited (Main Board platform).

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the Financial Year 2016-17, the Company has not received any complaints of sexual harassment.

Internal Control and their Adequacy

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. 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 corrective actions thereon are presented to the Audit Committee of the Board.

Risk Management Policy

Risk mitigation planning is the process of developing option and action to enhance opportunities and reduce threats to project objectives. Risk mitigation implementation is the process of executing risk mitigation action. Risk mitigation progress monitoring includes tracking identified risks, identifying new risks and evaluating risk process effectiveness throughout the project.

In Atishay Risk mitigation handling options include:

- Assume/ Accept: Acknowledge the existence of a particular risk and make a deliberate decision to accept it without engaging in special efforts to control it.

- Avoid: Adjust program requirements or constraints to eliminate or reduce the risk. This adjustment could be accommodated by a change in funding, schedule, or technical requirements.

- Control: Implement action to minimize the impact or likelihood of the risk.

- Transfer: Reassign organizational accountability, responsibility and authority to another stakeholder willing to accept the risk.

- Watch/Monitor: Monitor the environment for changes that affect the nature and /or the impact of the risk. Accordingly, our Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Accordingly, our Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Nomination & Remuneration Policy of the Company

The Companyâs policy relating to remuneration of Directors, Key Managerial Personnel and other Employees is given in Annexure B. The policy is also displayed on Website of the Company at www.atishay.com.

Particulars of Loans, Investments, Guarantees and Securities Under Section 186

The Company has not granted any loan, guarantee or made any investments during the year ended 31st March 2017 under Section 186 of the Companies Act, 2013 and Rule made there under. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), disclosure on particulars relating to Loans, advances and investments are provided as part of the financial statements.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report.

Related Party Transactions

All the related party transactions during the year were entered in the ordinary course of business and on armâs length basis. There were no materially significant related party transactions entered during the year by your Company. Particulars of contract or arrangement with related parties is Annexed herewith in Form AOC-2 as Annexure-D in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board displayed on Website of the Company at www.atishay.com.

Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is provided in a separate section forming part of the Annual Report.

Report on Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34 (3) read with para C of Schedule V to the Listing Regulations forms part of the Annual Report. The requisite Certificate from the Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

Material Changes and Commitment, If Any, Affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the company to which the Financial Statement related and the date of report

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31, 2017 to the date of signing of the Boards Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

A. Conservation of Energy:

B. Technology Absorption:

Research and Development (R&D): Nil Technology absorption, adoption and innovation: Nil

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

Corporate Social Responsibility

Annual Evaluation of Board Performance and Performance of Its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board is required to monitor and review the Board evaluation framework. In line with the Corporate Governance Guidelines, the Annual Performance Evaluation is conducted for all Board and its Committees. This evaluation is with specific focus on the performance and effective functioning of the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The evaluation process also considers the time spent by each of the Board Members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on ratings. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The outcome of the Board evaluation for the financial year under consideration was discussed by the Nomination and Remuneration Committee and Board at their meeting.

In lines with the provisions of Companies Act, 2013 and Listing Regulation, separate meeting of the Independent Directors of the Company was held in the absence of non-independent director and members of management to evaluate the performance of the non Independent Directors and Board as a whole of the Company.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.

Directorâs Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, Directors of your Company state and confirm that:

a. In the preparation of the annual accounts for the financial year 2016-17, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors had 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 as at March 31, 2017 and of the profit and loss of the Company for year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees

The ratio of remuneration of each director to the median employeeâs remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure E which forms part of this report.

During the financial year 2016-17, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Cautionary Note

This report contains certain âforward-looking statementsâ within the meaning of applicable laws and regulations. Actual results may vary significantly from the statements contained in this document due to various risks and uncertainties. The Company does not undertake to update these statements.

Acknowledgments

The Board of Directors wish to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and looks forward to a continued mutual support and co-operation.

Date: 26.05.2017 For and on behalf of the Board

Place: Bhopal Atishay Limited

(Formerly Known as Atishay Infotech Limited)

SD/- SD/-

Akhilesh Jain Archit Jain

Managing Director Whole-time Director

DIN:00039927 DIN:06363647

Mar 31, 2016

THE MEMBERS,

ATISHAY LIMITED

Your Directors have pleasure in presenting the 16th Annual Report of Atishay Limited (Formerly known as Atishay Infotech Limited), along with the Statement of Accounts for the year ended March 31,2016.

FINANCIAL HIGHLIGHTS

Our Company''s financial performance for the year under review has been encouraging and is summarized below:

The Company''s profit after tax for the financial year ended March 31, 2016 decreased by 41.67 lakhs as compared to last year.

Particulars	2015-16(Rs in lakhs)	2014-15 (Rs in lakhs)
Total Revenue	1960.40	2018.56
Less: Expenditure & Depreciation	1532.53	1549.14
Profit before exceptional and extraordinary items and tax	427.87	469.42
Less: Prior period items	11.26	0.00
Profit before Tax (PBT)	416.61	469.42
Less: Tax (including deferred tax)	116.76	127.89
Profit After Tax (PAT)	299.85	341.52

REVIEW OF OPERATIONS

TRANSFER TO RESERVES

The Company has transferred current year''s profit of Rs 299.85 lakhs to the General Reserves.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business of the Company. The Company has started its Hotel business in the month of April, 2016.

CHANGE IN NAME OF COMPANY

The name of the Company has been changed from "Atishay Infotech Limited "to âAtishay Limited" with effect from 6th January,2016 as per Fresh Certificate of Incorporation issued by the Ministry of Corporate Affairs.

AWARDS AND ACCOLADES

During the year under review, the Company received awards and honors, the details of which are mentioned herein below:-

- The Company has been appraised at

Capability Maturity Model Integration CMMI-SVC 1.3 Level 3. This assessment validates Atishay''s process capability based on the CMMI standards that measure process and services improvements.

- The Company has been recognized by Indian Achievers forum for its contribution towards responsible business practices and has been awarded with âIndian Achievers Award for Best Business Practices"

- The Company has been certified as one of the top 5 performers on BSE -SME Platform forthe Year-2014-15.

HOTEL ATISHAY

The Company Atishay Limited is a Public Limited company which is headquartered in Bhopal, It has diversified its business and entered into the hotel and hospitality industry. It has recently started with the operation of its Hotel, named Hotel Atishay, which is a unit of Atishay Limited.

Hotel Atishay is situated in MP Nagar, which is the commercial hub of Bhopal and has some interesting tourist spots in the close vicinity like - Moti Masjid, Taj-ul Masjid, Bharat Bhavan, Birla Mandir, Museum of Man, Van Vihar, Bhimbetka and Sanchi.

Hotel Atishay is Bhopal''s delightful

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, there has been no change in the capital structure of the Company.

HUMAN RESOURCES

Our vision is to become an employer of choice by providing a compelling employee value proposition.

We strive to attract the best talent and ensure employees'' development, retention and contribution to the Company''s success. Our HR policies and practices are focused on creating a Happy, Engaged and Productive workforce. We continue to invest in leadership development, employee engagement, training and employee assistance programs. We continue to design and deliver training &development programs that focus on enhancing our employee productivity and performance, while also enabling employees'' personal and professional development. We foster a meritocratic culture, which also forms the basis for various talent management initiatives. Our focus continues to be to attract, develop and retain talent, besides harnessing the true potential of our people - our greatest assets.

STATUTORY AUDITORS

M/s Tasky Associates, Chartered Accountants was appointed as Statutory Auditor of the Company at the Annual General Meeting held on 28th May,2015 up to the Annual General Meeting to be held in calendar year of 2017 subject to ratification by the Members in every Annual General Meeting . Therefore ratification of appointment of M/s Tasky Associates as Statutory Auditor for the financial year 2016-17 is being sought from the Member of the Company at the ensuing Annual General Meeting.

AUDITORSâREPORT

The observations of Auditors in their report read with notes to the accounts are self-explanatory.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Prajakta V. Padhye & Co , Practicing Company Secretary to conduct Secretarial Audit for the financial year 2015-2016.

The Secretarial Audit Report for the financial year ended 31st March 2016 is annexed herewith as Annexure ''A'' of the Director''s Report.

DIRECTORS:

Changes in Directors and Key Managerial Personnel

Duringtheyear-Mr. Akhilesh Jain continued to remain as the Chairman & Managing Director of the Company and Mr. Archit Jain, continued to remain as the Whole-time Director of the Company.

Mrs. Rekha Jain, resigned from the position of Whole Time Director due to some personal reasons and certain pre occupation and continue to remain as Non-Executive Director of the Company from 1st April, 2015.

Mr. Kavindra Singh, Mrs. Poonam Pritam Issrani and Mr. Arvind V Lowlekar continued to remain appointed as Non-Executive and Independent Director of the Company.

During the year -Mr. Ranveer Singh Chandel and Miss It Tiwari continued to remain as the Chief Financial Officer and the Company Secretary and Compliance Officer of the Company.

RETIREMENT BY ROTATION

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mrs.Rekha Jain (DIN : 01886897 ), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for reappointment. The Board recommends reappointment of Mrs .Rekha Jain (DIN : 01886897) as Director of the Company in the ensuing Annual General Meeting of the Company.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. Accordingly, your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has put in place a mechanism of reporting illegal or unethical behavior through its Whistle Blower Policy. Employees and Directors are free to report violations of laws, rules, regulations or unethical conduct. The report, if any in this regard as received from any person will be reviewed by the Audit Committee of the Company. It is affirmed that no person has been denied access to the Audit Committee of the Company in this respect. It is also ensured that confidentiality of such reporting is strictly maintained and that Whistle Blowers are not subjected to any discriminatory practice or harassment. The Whistle Blower policy is duly uploaded on theCompany''swebsite:www.atishay.com

LISTING

The Shares of your Company are listed on the Bombay Stock Exchange Limited (SME Platform). Further, the Company has paid Annual Listing Fee for the year 2016-17 to the Bombay Stock Exchange Limited.

SIGNING OF NEW LISTING AGREEMENT

The Company has executed and signed with a fresh listing agreement with Bombay Stock Exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaint(s) received from any employee during the financial year 2015-2016.

POLICIES FRAMED UNDER LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

As per the requirement of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on preservation of documents of the Company.

The said Policy classified documents into two categories i.e documents whose preservation shall be permanent in nature while for all other documents the preservation of whose shall not be less than eight years after completion of the relevant transactions.

Also as per the requirement of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has formulated a Policy for determining materiality of event . This Policy is relevant for making disclosures of any Events or Information which in the opinion of the Board of Directors is material.

The Company has authorized Officials for the purpose of determining materiality of an event or information and for the purpose of making appropriate disclosure(s) to the Stock Exchange as and when required, pursuant to the requirement of Regulation 30(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. The detailed policies framed is available on the Company''s website www.atishay.com.

BY ORDER OF THE BOARD OF DIRECTORS ATISHAY LIMITED

SDI-

Akhileshjain

Managing Director

(DIN NO.: 00039927)

Date: 27thMay, 2016

Place: Bhopal

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