Share Wealth

Year End :2024-03

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.

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 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

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

5. MANAGEMENT DISCUSSION AND ANALYSIS

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

6. TRANSFER TO RESERVE

Your directors proposed to transfer 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 2020’

During the financial year 2020-21, pursuant to the approval of the shareholders by way of Postal ballot on December 23, 2020, the Company had approved / adopted Atishay Limited - Employee Stock Option Plan 2020' (or ‘AL- ESOP 2020'), under which eligible employees are granted an option to purchase shares subject to vesting conditions. Such AL- ESOP 2020' enable the Company to attract and retain the appropriate talent; motivate the employees with reward opportunities, create a sense of ownership amongst them, and promote increased participation by them in the growth of the Company. The Company has approved ESOP schemes for options not exceeding 10,00,000 (Ten Lakhs) equity shares of the face value of 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.

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 2023-24.

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

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 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.

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

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

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

15. ANNUAL RETURN

The 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 (“the Act”), 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

Pursuant to the provisions of Sections 196, 197, 203, and any other applicable provisions of the Companies Act, 2013 (“the Act”), 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 re-appointment of Mr. Archit Jain (DIN: 06363647) as a Whole-time

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.

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 thereunder 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 thereunder, in this regard, from time to time.

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 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 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:

• Financial results of the Company, its Subsidiaries;

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

• Periodic compliance reports which includes noncompliance, if any;

• Disclosures received from Directors;

• Related party transactions;

• Regular business updates;

• Report on action taken on last Board Meeting decisions;

• Various Policies of the Board;

• Code of Conduct for the members of the Board;

• Discussion with the Auditors and the audit committee members.

22. GOVERNANCE CODES

(a) Code of Business Conduct & Ethics

The Company has adopted Code of Conduct for Board of Directors and Senior Management ("the Code”) 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 Code”) 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

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:

a) MANDATORY COMMITTEES

1. AUDIT COMMITTEE

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the Regulation 18 of the SEBI (LODR) Regulations, 2015. The Audit Committee was constituted on June 23, 2014.

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

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.

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 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 Shareholders’ Information in this report.

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

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 Shareholders' Information in this report. The details of the same are as under :

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

The Nomination and Remuneration Committee (“NRC”) 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.

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

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 Nomination and Remuneration 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

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, 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

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 CSR 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 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 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

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.

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

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 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.

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.

35. 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.

(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

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 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 : -

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.

(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

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.

37. 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.