ATC Energies System Ltd

To

Dear Members,

ATC Energies System Limited,

(Formerly known as ATC Energies System Private Limited)

Your directors have pleasure in presenting 05th Annual Report on the affairs of the Company together with the Audited Statement of

Accounts for the year ended on 31st March, 2025.

1. FINANCIAL SUMMARY (STANDALONE):

The Company's financial performance for the year under review along with previous year's figures is given hereunder:-

2. STATE OF COMPANY'S AFFAIRS / OPERATIONS:

The Company has reported total revenue of Rs. 5169.66 Lakhs for the current year as compared to Rs. 5151.40

Lakhs in the previous year. The Net Profit for the year under review amounted to Rs. 1138.08 Lakhs in the current year as compared to Profit incurred in last year amounting Rs.

1048.85 Lakhs.

3. RESERVES & SURPLUS:

As per Standalone financials, the reserves & surplus of the

Company as on March 31st, 2025 are as follows:

4. DIVIDEND:

Your directors have not recommended any dividend for the

. financial year ended 31 st March,2025.

5. INITIAL PUBLIC OFFER AND LISTING INFORMATION:

The Company was originally incorporated as a Private Limited Company and was subsequently converted into a Public Limited Company pursuant to a special resolution passed at the Members' meeting held on 21st February, 2024. Accordingly, the name of the Company was changed from ATC Energies System Private Limited to ATC Energies System Limited with effect from the said date.

The Board of Directors, at its meeting held on 21st January, 2025, approved a proposal to undertake an Initial Public

Offer (IPO) of up to 54,03,600 equity shares pursuant to a fresh issue of upto 43,23,600 equity shares and an offer for sale by existing shareholder of the Company, for upto 10,80,000 equity shares, which was subsequently approved by the Members at the Extra-Ordinary General Meeting held on 03rd February, 2025.

For the purpose of the IPO, the Company appointed

Indorient Financial Services Limited as the Book Running Lead Manager and KFIN Technologies Limited as the Registrar to the Issue and Share Transfer Agent. The Company applied to the National Stock Exchange of India Limited (NSE) for listing its equity shares on the Emerge Platform, and NSE, vide its letter dated 06th February, 2025, granted its in-principle approval.

Pursuant to the final approval received from NSE on 02nd April, 2025, the equity shares of the Company have since been listed on the Emerge Platform of NSE at Exchange

Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400051. The Company remains compliant with listing requirements, having paid the annual listing fees, and its equity shares are fully dematerialized under ISIN: INE0V0Q01019.

6. SHARE CAPITAL

• AUTHORISED SHARE CAPITAL

The Authorised Capital of the Company as on 31st March, 2025 is Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

• ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March, 2025 stood at Rs. 20,38,86,000/- (Rupees Twenty Crore Thirty-Eight Lakh Eighty-Six Thousand Only) consisting of 2,03,88,600 (Two Crore Three Lakh Eighty-Eight Thousand Six Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The Company has increased its paid-up share capital as mentioned below during the period under review:

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT: DURING THE FINANCIAL YEAR ENDED 31st MARCH, 2025:

During the year, there have been significant material changes and commitments that have had an impact on the financial position of the Company. The following changes and commitments are worth noting:

1. ISSUANCE OF SECURITIES: The Company successfully issued and allotted securities through a public issue, resulting in an increase in the paid-up share capital from 16,06,50,000/- to 20,38,86,000/- during the year.

2. FILING OF DRAFT RED HERRING PROSPECTUS/ RED HERRING PROSPECTUS/ PROSPECTUS : The

Company filed its Draft Red Herring Prospectus on 24 th September 2024. Upon receiving in-principle approval from National Stock Exchange (NSE), the Company proceeded with filing the Red Herring Prospectus on 18 th March, 2025 with the NSE EMERGE Platform. Further, nd the Company filed its Prospectus on 28 th March, 2025 with the NSE EMERGE Platform, paving the way for its public listing.

SUBSEQUENT TO THE FINANCIAL YEAR ENDED

31 ST MARCH, 2025 AND BEFORE THE DATE OF THIS

3. LISTING ON NSE EMERGE PLATFORM: The Company's securities were listed on the EMERGE Platform of National Stock Exchange of India Limited (NSE), effective from 02 nd April, 2025. This strategic move st enhances the Company's visibility, improves liquidity of its shares, and facilitates access to a broader investor base.

These material changes and commitments have significantly strengthened the Company's capital structure and opened new avenues for growth.

The Board is confident that these actions will contribute meaningfully to the long-term success and sustainability of the Company.

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8. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE:

- During the period under review, the Company came up with Public Issue of 54,03,600 fully paid-up equity shares, each having a face value of 10/-, at an issue price of 118/- per security (including a premium of 108/-) pursuant to a fresh issue of upto 43,23,600 equity shares and an offer for sale by existing shareholder of the Company, for upto 10,80,000 equity shares. On 28th March, 2025, the Company allotted 43,23,600 fully paid-up equity shares, raising an amount aggregating to 51,01,84,800/-.

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statement of Deviation and Variation for the half yearly ended 31st March, 2025 was reviewed by the Audit Committee and the Board Meeting and has already been filed to the Stock Exchange. Further, the Company has also submitted to the NSE, certificate of the statutory auditor for utilization of money raised through the public issue of Equity shares, for the half year ended on 31st March, 2025, pursuant to Regulation 262(6) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

9. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there were no material changes in the nature of business of the company.

Pursuant to the Provisions of section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has duly constituted Nomination and Remuneration Committee (NRC) with composition of Independent Directors and Non- Executive Director.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at https://www.atcgroup.co.

The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority and Company generally enters into transactions, which are at arm's length and in the ordinary course of business.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. The details of such transactions are given in form AOC-2, Attached with this report as ‘Annexure A', which forms part of this Integrated Annual Report. The disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note – 31 to the Balance Sheet as on March 31st, 2025 forming part of this Annual Report.

AsperRegulation23oftheSEBILODR,theBoardhasadopted a ‘Policy on Materiality of Related Party Transactions' which may be accessed on the Company's website i.e. https:// www.atcgroup.co.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: a

During the year under review there has been no any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

A. STATUTORY AUDITOR

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s A Kasliwal & Company, Chartered Accountants having Firm Registration No. 011727C, was appointed as the Statutory Auditors of the Company, to hold office for 5 Years commencing from the conclusion of 04th Annual General Meeting (AGM) held in the F.Y 2024-2025 till the conclusion of the 09th Annual General Meeting (AGM) of the Company going to be held in the F.Y 2029-2030.

Pursuant to the provision of Section 138 of the Companies Act, 2013, read with rule 13 of the Companies (Accounts) Rules, 2014, M/s Subhash Soni & Co, is appointed as an Internal Auditor of the Company, for the term of 5 Years commencing from the Financial Year 2025-26 till the Financial Year 2029-30.

The auditors of the company have not made any observations and/or qualifications in their audit report issued on the financial statements of the company of the financial ended 31st March, 2025. The report of the Statutory Auditors on the Financial Statements forms a part of this Integrated

Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report.

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

The company have no subsidiaries, joint ventures or associate Companies.

Ms. Himanshi Tiwari (DIN: 10545195) and Mr. Ashwin Manoharlal Agarwal (DIN: 10547086), Independent

Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under

Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The confirmation was noted by the Board.

18. SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

The Company is committed to conducting its business in accordance with the highest standards of ethical conduct and governance. It fosters a culture built on strong core values and sound ethical practices, with a consistent focus on transparency, accountability, and integrity across all levels of the organization.

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is noted that companies listed on the SME Exchange are exempted from the requirement to comply with the Corporate Governance provisions as prescribed under the said Regulations.

After the conclusion of the financial year 2024 2025, but prior to the date of this Report, the Company successfully listed its specified securities on the EMERGE Platform of the National Stock Exchange of India Limited (NSE), which is classified as an SME Exchange. Accordingly, in line with

Regulation 15 of the SEBI (LODR) Regulations, 2015, the provisions relating to Corporate Governance — including Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paras C, D, and E of Schedule V — are not applicable to the Company.

In view of the above, the Corporate Governance Report does not form part of this Annual Report.

However, the Company remains fully committed to maintaining high standards of governance and continues to voluntarily follow ethical and transparent business practices in the best interests of its stakeholders.

Management Discussion and Analysis Report in pursuance of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as ‘Annexure – B' and forms the part of this Annual Report.

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under: (i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - NIL

Foreign Exchange Used - Rs. 1,111.49 Lakhs 22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed and there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors/ KMP of the Company is enclosed as ‘Annexure

–D ' and forms the part of this Annual Report.

The Company has constituted several committees which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

Pursuant to the provision of Companies act, 2013 and SEBI (Listing Obligations and disclosure Requirements)

Regulations 2015, composition of different Committees are as follows: i) AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 ("the Act"). The Composition of the Audit Committee is in conformity with the provisions of the said section.

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Stakeholders Relationship Committee constituted in terms of Section 178 of the Companies Act, 2013.

The Corporate Social Responsibility Committee as constituted by the Board of Directors of the Company in accordance with Section 135 of the Companies Act, 2013.

The IPO Committee has been constituted for the purpose of taking all necessary steps in relation to the Initial Public Offer of the Company. The members of the IPO Committee are:

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, the Company has adopted a Policy on Corporate Social Responsibility ("CSR") and the Board has constituted a CSR Committee for implementing and monitoring CSR activities. The CSR Committee comprises of three (3) Directors as at 31st March, 2025 viz. Mr. Sandeep Gangabishan Bajoria (Chairman), Mr. Ashwin Manoharlal Agarwal (Member) and

Mr. Zubair Rahman (Member). During the financial year under review, the Committee met twice, and all meetings were held with the presence of the requisite quorum. The CSR Policy of the Company, formulated in line with Schedule VII of the Act, lays down the activities to be undertaken by the Company. A detailed report on CSR activities, as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed hereto as "Annexure C". The CSR Policy is also available on the Company's website at: https://www.atcgroup.co.

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respect with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 2013.

The financial statements have been prepared on an accrual basis and under the historical cost convention.

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Your Company's internal control systems are commensurate with the nature of its business and the size and its operations. The Company has robust and comprehensive Internal

Financial Control system over financial reporting commensurate with the size scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, Compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

Maintenance of cost records as specified by Central

Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

The Company has always been committed to providing a safe, secure, and conducive work environment to its employees. In line with the provisions of The Sexual HarassmentofWomenatWorkplace(Prevention,Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. The Policy is available on the Company's website at https://www.atcgroup.co. The Company has constituted Internal Committee(s) ("ICs") to redress and resolve any complaints arising under the POSH Act. Your Directors further state that during the financial year under review, no cases were filed under the

POSH Act.

In accordance with the requirements of the MCA Circular dated May 30, 2025, the details of complaints under the POSH Act are as follows: (i) Number of sexual harassment complaints received: NIL

(ii) Number of sexual harassment complaints disposed of: NIL

(iii) Number of sexual harassment complaints pending beyond 90 days: NIL

Further, the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review.

The Board is duly constituted according to the provisions of the Companies Act, 2013. The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

At the year ended March 31, 2025, the Board of Directors comprised of Three Executive Directors and Two Independent Directors and One Non- Independent Non-Executive Director including one Woman Director. The

Company has one Chief Financial Officer and a Company

Secretary.

The present directors and key managerial personnel of the company are as follows:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nilesh Victor Correia (DIN: 07847807), Non-Executive Director, is liable to retire by rotation at the ensuing 5th Annual General Meeting. He, being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment.

The requisite details of the Director seeking re-appointment, as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – II issued by ICSI, are annexed to the Notice convening the 5th Annual General Meeting.

The Board of Directors appointed Mr. Akshat Toshniwal as the Company Secretary and Compliance Officer of the Company with effect from April 01, 2024. Upon his resignation, Mr. Kiran Honnaya Shettigar was appointed as the Company Secretary and Compliance Officer with effect from August 16, 2024, to fill the resulting vacancy.

During the year under review, Mr. Zubair Rahman (DIN: 08267547), who was earlier appointed as Director, was re-designated and appointed as a Whole-time Director of the Company for a term of five (5) years, effective from

May 02, 2024 up to May 01, 2029. Further, Mr. Sandeep Gangabishan Bajoria (DIN: 06597817) was appointed as the Chairman of the Company with effect from May 02, 2024.

During the year under review, Mr. Akshat Toshniwal,

Company Secretary and Compliance Officer, resigned from his position with effect from August 10, 2024.

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2025, on its website at https://www.atcgroup.co.

During the Financial Year 2024-25, the Board of Directors met 23 (Twenty-Three) times in total, physically/virtually and the intervening gap between two meetings was within the period prescribed under Section 173 of the Companies Act, 2013 along with Rules made there under.

In terms of provisions of the Companies Act, 2013, the Company has adopted all the required policies which are applicable to the Company and are available on the Company's website https://www.atcgroup.co.

During the period under review, no application has been filed or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the period under review, the Company has not made any one-time settlement with any Banks or Financial Institutions.

Pursuant to the requirement under section 134(3)(c) and Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures; (ii) 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, 2025 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in Compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

The policy is available on the website of the Company at https://www.atcgroup.co.

The Company has robust and comprehensive Internal Financial Control system commensurate with the size scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, Compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The policies and procedures adopted by the company to ensures the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

The Internal Auditors and the Management continuously monitors the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organization's risk management with regard to the Internal Financial Control system.

Audit Committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company's Statutory Auditors to ascertain their views on the financial statement, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

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 covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. and expressed their satisfaction with the evaluation process and performance of the Board.

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Neither the Managing Director nor the Whole Time Directors of the Company receive any commission.

4. Particulars of Loan, Guarantees or Investment U/s. 186.

5. Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company.

6. Voluntary revision as per Section 131 of the Companies Act, 2013.

Your directors would like to express their sincere appreciation for the co-operation and assistance received from various department of Central and State Government, the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.