Atlantaa Ltd

<dhhead>DIRECTORS’ REPORT</dhhead>

To Members,

Your directors are pleased to present the Forty Second Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2025.

The Company’s financial performance, for the year ended March 31, 2025 is summarised below: ( in Lakhs)

During the year under review, the revenue from operations was 2,949.44 Lakhs as compared to 8,852.13 Lakhs in previous year.

The Pro t / (Loss) before tax (PBT) for the FY 2024-25 was 3,871.59 Lakhs as compared to profit of 7,401.04 Lakhs in the previous year. After providing for Tax, the Net Pro t (PAT) for the FY 2024-25 was 6,349.07 Lakhs as against profit of 4,906.83 Lakhs in the previous year. Total Comprehensive Income for the FY 2024-25 was 6,340.90 Lakhs as compared to 4,896.11 Lakhs.

During the year under review, the revenue from operations was 6,809.91 Lakhs as compared to 13,276.88 Lakhs in previous year.

The Pro t / (Loss) before tax (PBT) for the FY 2024-25 was 1779.70 Lakhs as compared to 49,280.68 Lakhs in the previous year. After providing for Tax, the Net Pro t / (Loss) (PAT) for the FY 2024-25 was 4,257.17 as compared to 46,786.47 Lakhs in the previous year. Total Comprehensive income for the FY 2024-25 was 4,249.00 as compared to 46,775.75 Lakhs in the previous year.

During the year under review, the Board has not recommended any dividend.

During the year under review, the Company has not transferred any amount towards General Reserve

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The outstanding deposit at the beginning of the year i.e. on April 01, 2024 and on March 31, 2025, from public was NIL.

The list of Policies/Codes hosted on the website of the Company www.atlantaalimited.com is given in Corporate Governance Report forming part of this report.

As on March 31, 2025, your Company has total 3 subsidiaries (including step-down subsidiaries).

ii) MORA Tollways Limited iii) Atlanta Ropar Tollways Private Limited

During the year under review, the Board of Directors reviewed a airs of subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and all its subsidiaries are prepared, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is enclosed as Annexure 1 to the Board's Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website viz. www.atlantaalimited.com, These documents will also be available for inspection during business hours at the registered officeof the Company.

Your Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”).

Your Company consists of Six (6) Directors and Two (2) Key Managerial Personnel, consisting of Four (4) Non-Executive Independent Directors, One (1) Whole Time Director, & One (1) Managing Director; One (1) Chief Financial Officer and One (1) Company Secretary viz.

In terms of the de nition of ‘Independent Directors’ as prescribed under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013, the Company consists of four Independent Directors:

1) Mrs. Meeta Brahmbhatt. 2) Dr. Samir Degan. 3) Mr. Anil Dighe. 4) Mrs. Bhumika Pandey.

The Company has received Certificate of Independence from all Independent Directors, interalia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

None of the Directors are disqualified from being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013.

During the period under review the Company has appointed Mrs. Meeta Brahmbhatt as Additional Non - Executive Independent Director of the Company with effect from 30th June, 2024 and Shareholders of the Company ratify appointment of Mrs. Meeta Brahmbhatt in their Meeting which held on 27th September, 2024.

On the recommendation of the Nomination and Remuneration Committee, Board has framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy is stated in the Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of Directors (including Independent Directors), Key Managerial Personnel (KMPs) and Committees of the Board on the basis of which they have been evaluated. The evaluation of performance has been explained in the Corporate Governance Report section in this Annual Report.

The Board met four (4) times during the FY 2024-25. Detailed information on the meetings of the Board is included in Corporate Governance Report of the Company which forms part of this Annual Report.

The Company has several Committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board: Audit Committee.

Nomination and Remuneration Committee. Stakeholders’ Relationship Committee. Corporate Social Responsibility Committee. Management Committee.

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant committees are given in detail in the Corporate Governance Report of the Company which forms part of this Annual Report.

During period under review, Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 is not applicable for Company.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities & Exchange Board of India. The Corporate Governance Report as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

The requisite Certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.

The Management discussion and Analysis Report for the year under review as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the task force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at www.atlantaalimited.com

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, structures, processes, standards, code of conduct and behaviours govern the conducts of the business of the Company and manages associated risks.

The Company has given loans & guarantee and security in ordinary course of business. The details of Investments covered under Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. However, the material related party transactions are accorded for shareholders’ approval in the ensuing Annual General Meeting.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit Committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review.

The details of transaction with Related Parties are provided in the accompanying financial statements. The policy on Related Party Transactions may be accessed on the Company’s website at www.atlantaalimited.com

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is enclosed as Annexure 2 to the Board's Report.

The Company has in place a policy on Prevention of Sexual Harassment of Women at Workplace which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The Company has zero tolerance towards any action on the part of any of its o cials, which may fall under the ambit of “Sexual Harassment” at workplace. The objective of this Policy is to provide an effective Complaint Redressal Mechanism if there is an occurrence of sexual harassment.

The Company is committed to treat every employee with dignity and respect. The Company conducts regular awareness program in accordance with the requirements of the law. The Company has also complied with the provisions of setting up of an Internal Complaint Committee which is duly constituted in compliance with the provisions of the POSH Act. All women, permanent, temporary, trainees or contractual sta including those of service providers are covered under the policy. The Company has provided a safe and digni ed work environment for employee which is free of discrimination. There are no complaints or concerns received or observed during FY 2024-2025 pertaining to sexual harassment.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules thereunder, it is hereby declared for financial year 2024-2025, as follows

a. number of complaints led during financial year - Nil b. number of complaints disposed of during financial year - N.A. c. number of complaints pending as on end of financial year. -N.A.

In accordance with the Companies Act, 2013 (“the Act”) and implementation requirements of Indian Accounting Standards (‘IND-AS’) Rules on accounting and disclosure requirements, which is applicable from current year, and as prescribed by Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”), the Audited Consolidated Financial Statements are provided in the Annual Report.

The Company has laid down standards, processes and structures which enables to implement adequate internal financial controls across organisation. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

As per Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“Rules”), all dividends remaining unpaid or unclaimed for a period of 7 (seven) years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more are required to be transferred to Investor Education Protection Fund in accordance with the procedure prescribed in the Rules. Hence, the Company urges all the shareholders to encash /claim their respective dividend during the prescribed period.

In pursuance of provisions of Section 139,142 and other applicable provisions the Company has appointed M/s Suresh Maniar & Company (Firm Registration no.110663W) as Statutory Auditors for Financial year 2022-2023 onwards for ve years.

The Notes on financial statement referred to in the Independent Auditors’ Report are self-explanatory and do not call for any further comments. The Independent Auditors’ Report does not contain any quali cation, reservations or adverse remark.

Pursuant to Section 204 of the Companies Act, 2013, and Rules thereunder, a Secretarial Audit Report for the FY 2024-25 in Form MR 3 given by M/s. Sandeep Dubey & Associates, Practicing Company Secretaries is enclosed as Annexure 3 with this report.

The Secretarial Audit Report does not contain any quali cation, reservation.

There are no material changes and commitments affecting the financial position of the Company which has occurred between the financial year of the Company i.e. March 31, 2025 and till the date of Directors’ Report i.e. August 13, 2025.

The particulars in relation to conservation of energy and technology absorption are currently not applicable to the Company

During the year, there were neither foreign exchange earnings nor any outgo.

In accordance with the provisions of Section 197(12) of Companies Act, 2013, the ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 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 forming part of this report as Annexure 4.

The extracts of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 can be accessed on the Company’s website at www.atlantaalimited.com.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby con rmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had 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 a airs of the Company as at March 31, 2025 and of the losses of the Company for that period;

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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 and;

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.

The Securities and Exchange Board of India (SEBI) has prescribed certain Corporate Governance standards vide Regulations 24 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors re-a rm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors’ Certificate on its compliance is annexed hereto.

Your Directors would like to acknowledge and place on record their sincere appreciation for the overwhelming co-operation and assistance received from investors, members, creditors, customers, business associates, bankers, financial institutions, Government authorities, vendors, regulatory authorities. Your Directors recognise and appreciate the efforts and hard work of all the executives and employees of the Company and their continued contribution to its progress.