Your directors are delighted to present Seventy Fourth (74^th) Annual Report of your Company along with the
Audited Financial Statements for the financial year ended March 31, 2025.

Financial Highlights & State of Company Affairs

Note: Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current
year's classification/disclosure.

The Net Profit of the Company during the FY 2024-25 was ^ 951 Lacs as against ^ 54 Lacs during the FY 2023-24.
Consolidated Accounts

There were three wholly owned subsidiaries of the Company. However, all three subsidiaries were strike off during
the year 2023-24 and therefore the Company did not have any subsidiary during the year under review.

The Company does not have any associate company or joint venture.

Accordingly, the Consolidated Financial Statements were not required for the year under review.

Annual Return

The Annual Return of the Company as on March 31, 2025 is available on the Company's website and can be accessed
at https://www.atlasbicycles.com/Annual Return.htm

Production

During the year under consideration, the Company produced 29,456 bicycles as against 19,604 bicycles in the
previous year.

Sales

Sales during the year amounted to ^ 1,714 lacs as against ^ 636 lacs in the previous year.

Transfer to reserves

The Board of Directors of the Company has not proposed to transfer any amount to the Reserves for the year under
review.

Exports

During the period under consideration, your Company has not exported any bicycles and bicycle components.
Share Capital

The paid-up Equity Share Capital as on March 31, 2025 stood at ? 3,25,19,190/- i.e. 65,03,838 Equity Shares of ? 5
each. There were no changes in the capital structure of the Company during the year under review.

Dividend

No dividend has been declared in the Financial Year 2024-25.

Change in nature of business

There is no change in the nature of business.

Performance of the Company

The performance of the Company got better during the year under review. The Company sold bicycles amounting
to ^ 9.34 crores in the market and is in the process of revival.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)
read with Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report to be placed
before shareholders (Annexure 1).

Directors

The Board composition as at March 31, 2025 is as below:

1. Mr. Kartik Roop Rai, Non-Executive Director

2. Mr. Sanjiv Kavaljit Singh, Non-Executive Director

3. Ms. Sadhna Syal, Non-Executive Director

4. Mr. Ishwar Das Chugh, Independent Director

5. Dr. Anuj Goyal, Independent Director

6. Mr. Des Raj Dhingra, Independent Director

7. Dr. Praveen Kumar, Independent Director

8. Mr. Chander Mohan Dhall, Whole Time Director

Mr. Praveen Kumar (DIN: 08257044) Appointed by the board as Additional Director (Independent) w.e.f. May 29,
2024.

During the year under review, Mr. Kartik Roop Rai (DIN: 06789287), Mr. Sanjiv Kavaljit Singh (00015689) and Mrs.
Sadhna Syal (DIN: 07837529), resigned w.e.f. May 30, 2024 as Independent Director and appointed by the board as
Additional Director (Non-Executive) w.e.f. June 01, 2024.

Mr. Ishwar Das Chugh (DIN: 00073257), resigned w.e.f. May 30, 2024 as Non-Executive Director and appointed by
the board as Additional (Independent) director w.e.f. June 01, 2024.

The Members of the Company at the 73^rd Annual General Meeting had approved the appointment of following
Directors:

Mr. Kartik Roop Rai, Director (DIN:06789287) as Non-Executive Director
Mr. Sanjiv Kavaljit Singh, Director (DIN:00015689) as Non-Executive Director
Ms. Sadhna Syal, Director (DIN:07837529) as Non-Executive Director
Mr. Ishwar Das Chugh, Director (DIN:00073257) as Independent Director
Dr. Praveen Kumar (DIN: 08257044) as Independent Director

Mr. Chander Mohan Dhall (DIN:01398734) was appointed as Whole Time Director, vide resolution passed by postal
ballot on December 09, 2024.

For the Financial Year 2024-25, all Independent Directors, have confirmed that they meet the criteria of Independence
as laid down under Section 149(6) of the Act. The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 ("the
Act") and Listing Regulations. There has been no change in the circumstances affecting their status as Independent
Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity,
experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

Criteria for making payment to Non-Executive Directors

Non-Executive Directors are paid only sitting fees of ^ 15,000 per meeting for attending the Board Meeting and
^ 5,000 per meeting for attending the Committee Meeting of the Company.

Key Managerial Personnel

Mr. Chander Mohan Dhall was appointed as Chief Financial Officer of the Company with effect from October 29, 2024.

Mr. Prakhar Rastogi resigned from the office of Company Secretary and Compliance Officer with effect from March
06, 2025. Mr. Rashpal Singh was appointed as Company Secretary and Compliance Officer by the Board with effect
from May 01, 2025.

Compliance Certificate by Chief Financial Officer and Chief Executive Officer

The Board of Directors at its meeting held on May 24, 2025 took note of the Compliance Certificate duly signed by
Mr. Chander Mohan Dhall, Whole Time Director & Chief Financial Officer of the Company, that he has reviewed
Financial Statements and Cash Flow Statement etc. for the financial year ended March 31, 2025 as per Regulation
17(8) read with Schedule II Part B of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Such certificate is annexed with Corporate Governance Report for financial year
2024-25 and forms integral part of the Annual Report.

Performance evaluation of the Board

The performance evaluation of the Independent Directors as per Regulation 17(10) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 was completed. As on March 31, 2025, four out of eight Directors
on the Board are Independent Directors. The Board of Directors expressed their satisfaction with the evaluation
process.

Pursuant to the provisions of the Act and Regulation 17(10) & Regulation 25(4) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a healthy discussion was held among
Directors after taking into consideration of 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.

Number of Meetings of the Board

The Board of Directors of the Company met five times during the year under review. The details of these Board
Meetings are provided in the Corporate Governance section forming part of the Annual Report. The necessary
quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120
days.

Deposits

Your Company has not accepted any deposits during the year under review and as such, no amount of principal or
interest was outstanding on the date of the Balance Sheet.

Particulars of Loans, Guarantees and Investments

During the period under review there were no loans, guarantees and investments under the provisions of Section
186 of the Companies Act, 2013.

Vigil Mechanism / Whistle Blower Mechanism

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower Policy
is available on the website of the Company and whistle blower mechanism is reviewed regularly by the Audit
Committee of the Company. There were Nil complaints recorded under Whistle Blower Mechanism during the
year.

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection
and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.
A copy of the policy is uploaded on the Company's website at https://www.atlasbicycles.com/policies.html

Risk Management

The Company has developed and implemented developed and implemented a Risk Management Policy to
identify and mitigate key risks that may negatively impact the Company. It lays down broad guidelines for timely
identification, and assessment of risks affecting the Company.

Your company is not among top 1000 listed companies determined on the basis of market capitalization and
therefore it is not mandatory for the Company to have a Risk Management Committee.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm's length basis and in the
ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus,
disclosure in form AOC-2 is not required. The Company has developed a Related Party Transactions framework
through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

A Policy on Material Related Party Transactions as approved by the Board of Directors has been uploaded on the
website of the Company https://www.atlasbicycles.com/policies.htm

All Related Party Transactions are placed before the Audit Committee on quarterly basis for confirmation. Omnibus
approval was obtained on a yearly basis for transactions which are repetitive in nature subject to further approval
in case actual transactions are found to be exceeding the omnibus approval. A statement giving details of all Related
Party Transactions are placed before the Audit Committee for review on quarterly basis.

Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group
which hold(s) more than 10% shareholding in the Company as required under Para A of Schedule V of the Listing
Regulations are provided as part of the financial statements.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

Significant and material orders passed by the Regulators or Courts

During the financial year under review, there were no significant and material orders passed by the regulators or
courts.

Transfer to Investor Education and Protection Fund (IEPF)

Dividends remaining unpaid or unclaimed for a period of 7 (seven) years s from the date of transfer to Unpaid
Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF).
Further, shares in respect of which dividend has not been claimed by the shareholders for 7 (seven) consecutive
years or more are also liable to be transferred IEPF Authority. Members are requested to claim their dividends from
the Company. The Members whose unclaimed dividends and/or shares have been transferred to IEPF, may contact
the Company or RTA and submit the required documents for issue of Entitlement Letter.

All unclaimed/unpaid dividends for the financial year ended 31^st March 2013, have been transferred to the Investor
Education and Protection Fund. Further, no dividend has been declared by the Company after the said Financial
year requiring transfer of unpaid/unclaimed dividend as well as shares on which dividend remain unpaid/
unclaimed for a period of seven consecutive years to IEPF Account.

Corporate Governance

In terms of the provisions of Section C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has complied with the requirements of Corporate Governance and a Report on
Corporate Governance together with certificate from the Company's Statutory Auditors confirming compliance, is
set out in a statement, which forms part of this Annual Report.

Statutory Auditors and Auditors' Report

M/s. Dinesh Nagru & Co., Chartered Accountants (FRN: 015003N) hold office of Statutory Auditors of the
Company for five consecutive years from the conclusion of 71^st Annual General Meeting (AGM) of Company till
the conclusion of 76^th AGM.

The qualifications or remarks in the Auditor's Report read with Notes to financial statements are self-explanatory
and statement on impact of audit qualifications on such qualifications are separately disclosed in this report.

Secretarial Auditor and Secretarial Auditor's Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company
has appointed M/s. Mukesh Arora & Company, a firm of Company Secretaries in Practice (Certificate of Practice
Number: 4405) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year

2024- 25 is annexed to this report and forms an integral part of this Report.

In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 of the Companies Act, 2013 the Board of Directors of the Company at its meeting held on
May 24, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. Mukesh
Arora & Co., (Company Secretaries) (Firm Registration No. S1999HR026200), Peer Reviewed Company Secretaries,
as Secretarial Auditors of the Company for a period of five financial years commencing from Financial Year (F.Y.

2025- 26) until the conclusion of FY 2029-30, subject to approval of the Members at the ensuing AGM.

Cost Audit

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is not required
to carry out audit of cost records relating to Bicycle Industry. Accordingly, your Company did not appoint Cost
Auditor in this financial year.

Internal Control System and their adequacy

Your Company has a comprehensive and effective internal control and risk mitigation system, including internal
financial control, for all the major processes, to ensure reliability of financial reporting, timely feedback on
operational and strategic goals, compliance with policies, procedures, law and regulations, safeguarding of assets
and economical and efficient use of resources. The Company's internal control system is commensurate with its size,
scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of
risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Company actively reviews the adequacy of internal control systems and effectiveness
of internal audit function.

Corporate Social Responsibility (CSR)

Requirements relating to Corporate Social Responsibilities as envisaged in Section 135 read with Schedule VII of
the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to
our company for this financial year.

Human Resource Development and Industrial Relation

Your Company strives to provide the best working environment with ample opportunities to grow and explore.
Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every
initiative and policy of the Company takes care of welfare of all its employees. The human resource development
function of the Company is guided by a strong set of values and policies. The Company maintained healthy, cordial
and harmonious industrial relations at all levels throughout the year.

Business Responsibility and Sustainability Report

The Business Sustainability and Responsibility Reporting as required by Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not applicable to your Company for the year under review.

Personnel and Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There
was unity of objective among all levels of employees, continuously striving for improvement in work practices and
productivity. Training and development of employees continue to be an area of prime importance.

Particulars of the employees as required under section 197(12) of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of Board's Report for the
year ended 31^st March, 2025 is annexed to this report and forms an integral part of this report ( Annexure-2).

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

There were NIL cases of sexual harassment filed during the Financial Year.

Listing of Company's Equity Share

Your Company's shares continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited
(NSE). The annual listing Fee for the year 2024-25 has been paid to BSE and NSE within stipulated time. The trading
of equity shares was suspended by the BSE Limited and National Stock Exchange of India Limited with effect from
December 16, 2020 due to non-filing/delay filing of financial results of the Company.

The Company had complied with pending compliances and filed applications to BSE and NSE for revocation of
trading suspension order. NSE & BSE vide letter/notice dated December 19, 2024 has revoked trading suspension
order and permitted the trading of equity shares of the Company w.e.f. December 27, 2024.

Committees of the Board

The details of the Committees of the Board, viz., Audit Committee, Nomination & Remuneration Committee,
and Stakeholders' Relationship Committee constituted in compliance with the provisions of the Act and Listing
Regulations are provided in the Corporate Governance Report, forming part of this Annual Report.

Statutory Policies/Codes

In compliance with the various provisions of the Act and Listing Regulations, the Company has the following
policies/ codes:

-Policy on Determination of Material Subsidiaries
-Policy on Determination of Materiality for Disclosure
-Policy on Related Party Transactions
-Nomination and Remuneration Policy

-Code of Conduct to Regulate, Monitor and Trading by Designated Persons
-Archival Policy
-Whistle Blower Policy
-Code of Conduct

Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 for the year ended 31^st March 2025 is given here below:

a) Conservation of energy

In view of closure of Sonepat unit and even unit situated at Sahibabad working at much below optimum level,
the company could not do much on conservation of energy.

b) Technology absorption

In view of closure of Sonepat unit and even unit situated at Sahibabad working at much below optimum level,
the company could not do much on technology absorption.

c) Foreign Exchange Earning and Outgo

Total foreign exchange earned: Nil
Total foreign exchange used: Nil
Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings' respectively.

Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained, your Directors
make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 that:

I. In the preparation of the Annual Accounts for the year ended 31^st March 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

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 on 31^st March 2025 and of the profits of the Company for the year ended on that date.

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, to the best of the knowledge and ability of the
Directors

IV. The Annual Accounts have been prepared 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 had devised proper system to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Internal Financial Controls

The Internal Financial Controls with reference to Financial Statements are found to be adequate by the Statutory
Auditors of the Company.

Report on the highlights of performance of Subsidiary Companies, Joint Ventures, Associate Companies and
their contribution to the overall performance of the Company

There were three wholly owned subsidiaries of the Company. However, all three subsidiaries were strike off during
the year 2023-24 and therefore the Company did not have any subsidiary during the year under review.

Apart from these, the Company did not have any associate companies and joint ventures.

In view of above, report on the highlights of performance of its subsidiary companies, joint ventures, associate
companies and their contribution to the overall performance of the Company is not required.

Details of Material Changes from the end of the financial year

There have been no material changes and commitments affecting the financial position of the Company between
the end of the financial year and date of this Report.

Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under
the Insolvency and Bankruptcy Code, 2016

Following application is pending as at end of the year under review.

General

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there

were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise or any issue of any securities
which carry a right or option to convert such securities into shares.

ii) Issue of shares (including sweat equity shares and Employees' Stock Options Schemes) to employees of the
Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit
of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing
Director of the Company.

vi) Instance of one-time settlement with any Bank or Financial Institution.

vii) Statement of deviation or variation in connection with preferential issue.

Acknowledgement

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

Kartik Roop Rai
Director
DIN: 06789287

Chander Mohan Dhall

Place: Sahibabad Whole-time Director

Date: May 24, 2025 DIN: 01398734