The Board of Directors of your Company are pleased to
present their Twenty Sixth (26^th) 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, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The summary of the Standalone performance
is set out below:

2. REVIEW OF THE OPERATIONS OF THE
COMPANY

During the financial year ended 31st March 2026, your
Company has recorded total income of H5796.12 as
against H 5325.64 Lakhs during the previous financial
year 2024-25. The Profit before Tax amounted to H 963.10
Lakhs as against Profit before Tax to H 957.89 Lakhs in
the previous year. The Net Profit for the year amounted
to H713.54 lakhs as against Net profit amounted to H
700.52 Lakhs reported in the previous year. The total
comprehensive income for the year under consideration
remained at H724.12 lakhs as against H 704.41 lakhs
during the previous financial year 2024-25.

3. DIVIDEND

Keeping in mind the overall performance and outlook of
your Company and earlier trend of declaring dividend,
the Board of Directors at their meeting held on April 24,
2026, has recommended dividend of H 1/- (Rupee One)
per equity share (i.e. 10 %) of face value H10.00 (Rupees
Ten only) each on the equity shares of the Company for
the financial year 2025-26, 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 cut off date i.e. Tuesday, May 19,
2026 and shall be paid with in the period of 30 days from
the date of declaration at the Annual General Meeting.

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

The Company has fixed Tuesday, 19th May, 2026 as the
Record Date for the purpose of determining the eligibility
of members to attend and vote at the 26th Annual General
Meeting (AGM) and to receive dividend for the financial
year 2025-26, if approved at the AGM.

4. AWARDS

Your directors are pleased to inform that your Company
has received various awards and recognitions. For more
details, kindly refer ‘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 H428.12 Lakhs to the
General Reserves out of the profits available with the
Company for appropriations.

7. CORPORATE GOVERNANCE REPORT

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

8. CHANGE IN THE NATURE OF BUSINESS, IF
ANY

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

9. SHARE CAPITAL

a) CHANGE IN THE CAPITAL STRUCTURE OF
THE COMPANY

During the period under review, there have been
no changes in the Authorized Share Capital of the
Company. The Authorised Share capital stand at

H15,00,00,000/-(Rupees Fifteen Crores only) divided
into 1,50,00,000 (One Crore Fifty Lakhs only) equity
shares with a face value of H10/- each.

During the period under review, the Company has
allotted 50,250 (Fifty Thousand Two Hundred and
Fifty) equity shares of face value H 10/- (Rupees Ten
only) each to eligible employees of the Company,
pursuant to the exercise of stock options granted
under the Atishay Limited Employee Stock Option
Plan, 2020 (AL-ESOP 2020) (“ESOP Scheme”).

Consequently, the paid-up equity share capital of
the Company has increased from H10,98,13,330/-
(Ten Crores Ninety-Eight Lakhs Thirteen Thousand
Three Hundred Thirty Only) to H11,03,15,830/-
(Eleven Crores Three Lakhs Fifteen Thousand Eight
Hundred Thirty Only), divided into 1,10,31,583 (One
Crore Ten Lakh Thirty-One Thousand Five Hundred
Eighty-Three) equity shares of H10/- each.

b) STATUS OF SHARES IN DEMAT FORM

As the members are aware, the Company's shares
are compulsorily tradable in electronic form.
As on March 31,2026, the Company has total
11,0,31,583 paid up equity shares. The details of the
dematerialized and physical shares are as under:

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 H10/-(Rupees Ten only) each
at such price or prices, and on such terms and
conditions, as may be determined by the Board in
accordance with the provisions of AL ESOP-2020
and in due compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, and
other applicable laws, rules and regulations.

During the period under review, the Company has
allotted 50,250 equity shares of face value H10/-
each to eligible employees pursuant to the exercise
of stock options under the Atishay Limited Employee
Stock Option Plan, 2020 (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://atishay.com/esop-scheme-and-
esop-disclosures/

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

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

The AL-ESOP 2020 complies with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and
there have been no material changes to this plan
during the financial year 2025-26.

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 issued
equity shares to eligible employees pursuant to the
exercise of stock options under the Atishay Limited
Employee Stock Option Plan, 2020 (AL-ESOP 2020)
during the period under review. However, the Company
has not issued any sweat equity shares during the year.

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

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

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

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

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

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

10. The details with respect to unpaid dividend for the
financial year 2018-19, 2020-21, 2023-24 and 2024¬
25 can be accessed athttps://www.atishay.com/
dividend-information/

11. The Company is in compliance with the provisions
of the Maternity Benefit Act, 1961 and has
implemented appropriate policies and practices
to ensure maternity benefits to eligible women
employees in accordance with the applicable law.

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

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

12. HUMAN RESOURCE MANAGEMENT

Our people continue to be our most valuable asset,
and the Company remains committed to attracting and
retaining high-quality talent. During FY 2025-26, focused
efforts were made towards strengthening employee
engagement, enhancing workforce stability, and fostering
a more transparent, collaborative, and participative
organizational culture. In line with this commitment,
the Company introduced employee-centric initiatives,
strengthened communication and feedback mechanisms,
and placed greater emphasis on improving overall
employee experience. These efforts have contributed to
improved retention and a more stable workforce during
the year. The Company continues to support career
development, capability building, and organizational
effectiveness through its learning and development
initiatives. Atishay Limited's multidisciplinary workforce
remains committed to operational excellence and
adherence to high standards of quality, integrity, and
professionalism.

The Company believes that continued focus on its people
will remain a key pillar in supporting long-term growth
and sustainability.

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

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

14. AUDITORS AND AUDITOR'S REPORT

a. STATUTORY AUDITORS:

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

M/s B. M Parekh & Co., Chartered Accountants,

have audited the books of accounts of the Company
for the financial year ended March 31, 2026 and have
issued the Auditor's Report there on. There are no
qualifications or reservations or adverse remarks or
disclaimers in the said report. Further, no fraud has
been reported by the Auditors to the Audit Committee
or the Board during the period under review.

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

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

b. DISCLOSURE WITH RESPECT TO
MAINTENANCE OF COST RECORDS

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

c. SECRETARIAL AUDITORS

In compliance with the provisions of Section 204
and other applicable provisions of the Companies
Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and Regulation 24A of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
from time to time, the Board of Directors, based
on the recommendation of the Audit Committee,
at its meeting held on April 29, 2025, approved
the appointment of M/s. NILESH A. PRADHAN &
CO. LLP, Practicing Company Secretaries, as the
Secretarial Auditor of the Company for a period of
five (5) consecutive financial years commencing
from 1st April, 2025 to 31st March, 2030, which
was subsequently approved by the shareholders at
the Annual General Meeting of the Company held
on June 10, 2025.

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

issue the Annual Secretarial Compliance Report in
accordance with applicable laws.

Further, Secretarial Audit Report for the financial
year 2025-26 as issued by CS Prajakta V Padhye,
Practicing Company Secretary, Partner of M/s
Nilesh A. Pradhan & Co., LLP, Company Secretaries,
Mumbai (Membership No. FCS 7478; CP No 7891)
in Form MR-3 is annexed to the Board's Report as
Annexure- 2 which is self-explanatory and do not
call for any further explanation of the Board.

d. INTERNAL AUDITORS

In accordance with the provisions of Section
138 of the Companies Act, 2013, M/s. Briska &
Associates, Chartered Accountants, Bhopal (ICAI
Firm Registration No. 000780C), were appointed as
the Internal Auditors of the Company for carrying
out internal audit activities for the financial year
2025-26. The Internal Audit Report for the said
financial year, submitted by the firm, was presented
before the Audit Committee and the Board at their
meetings held on April 24, 2026. The report, along
with management responses, was duly reviewed to
ensure timely implementation of recommendations
and strengthening of the Company's internal
control framework.

Further, in accordance with the provisions of Section
138 of the Companies Act, 2013, and based on the
recommendation of the Audit Committee, the Board
of Directors at its meeting held on April 24, 2026,
approved the appointment of M/s. B.B. Gagrani
& Co., Chartered Accountants, Bhopal (ICAI Firm
Registration No. 001386C), as the Internal Auditors
of the Company for the financial year 2026-27.
The Company has obtained consent and eligibility
confirmation from the said firm. The firm has been
entrusted with the responsibility to conduct internal
audit and provide independent assurance on the
adequacy and effectiveness of internal controls, risk
management systems, and governance processes.

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 Company has prepared its Annual Return as on 31st

March 2026 in Form MGT-7. The said return will be placed

on the Company's website for public access athttps://

atishav.com/regulation-46/

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

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

17. a) DETAILS OF THE BOARD OF DIRECTORS AND KEYMANAGERIALPERSONNEL (KMPs) OF THE COMPANY

As on March 31, 2026, the Company Board comprises of 6 (Six) Directors, of whom 2 (Two) were Executive Directors, 3
(Three) were Non-Executive -Independent Directors and 1 (One) was a Non-Executive -Woman Director.

b) DIRECTORS SEEKING APPOINTMENT/ RE¬
APPOINTMENT/ CHANGES

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.

c) PARTICULARS OF CHANGE IN THE BOARD
OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL DURING THE YEAR AND AS ON
DATE OF THE BOARD REPORT.

As on March 31, 2026, there were no changes
in the composition of the Board of Directors
of the Company .

However, subsequent to the close of the financial
year and up to the date of this Report, based
on the recommendation of the Nomination and
Remuneration Committee at its meeting held on
April 23, 2026, the Board of Directors at its meeting
held on April 24, 2026, has approved the following
appointments, subject to the approval of the
shareholders at the ensuing General Meeting:

1. Mr. Sanjay Gupta (DIN: 00371317) has

been appointed as an Additional Director in
the category of Non-Executive Independent
Director of the Company with effect from April
24, 2026, to hold office up to the date of the
ensuing Annual General Meeting. Subject to
the approval of the members in the ensuing
Annual General Meeting, he is proposed to
be appointed as an Independent Director for
a term of 3 (Three) consecutive years from
April 24, 2026 to April 23, 2029, not liable to
retire by rotation.

2. Mr. Atishay Jain (DIN: 07176829) has been
appointed as an Additional Director in the
category of Executive Director with effect from
April 24, 2026, liable to retire by rotation, to
hold office up to the date of the ensuing Annual
General Meeting. Subject to the approval of
the members in the ensuing Annual General
Meeting, he is proposed to be appointed as a
Whole-time Director and designated as Key
Managerial Personnel of the Company for a
term of 5 (Five) years from April 24, 2026 to
April 23, 2031. The Company has received from
Mr. Atishay Jain his consent to act as Director in
Form DIR-2, declaration of non-disqualification
under Section 164 of the Companies Act, 2013,
disclosure of interest, and confirmation that
he is not debarred from holding the office of

The meetings were conducted without the presence
of any Executive or Non-Executive Directors, and the
requisite quorum was present throughout the meetings.

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

The Independent Directors as on March 31, 2026, have
registered their names in the data bank maintained
with the Indian Institute of Corporate Affairs. As per the
proviso to Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all the
Independent Directors of the Company have passed or
are exempted from undertaking the online proficiency
self-assessment test. These confirmations have been
placed before the Board.

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

19. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) read with
Section 149(8) of the Companies Act, 2013 and the applicable
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has carried
out an annual performance evaluation of the Board, its
Committees and individual Directors.

The Nomination and Remuneration Committee has laid
down the criteria and framework for evaluation of the
performance of the Board, its Committees and individual
Directors, including Independent Directors. The evaluation
was conducted through a structured questionnaire
covering various aspects such as composition of the
Board, effectiveness of Board processes, quality of
participation, strategic guidance, risk management, and
independence of Directors.

The evaluation of the Board as a whole, its Committees
and individual Directors was carried out in accordance
with the aforesaid framework. The performance of
the Independent Directors was evaluated by the entire
Board, excluding the Director being evaluated. Further,

the Independent Directors has reviewed the performance
of the Non-Independent Directors, the Board as a whole
and the Chairperson of the Company, and assessed the
quality, quantity and timeliness of the flow of information
between the Company's management and the Board.

The Directors expressed their satisfaction with the
evaluation process and outcome. The Board also noted
the recommendations and suggestions for improvement
and will take appropriate steps to further strengthen the
effectiveness of the Board and its Committees.

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, including the details of such programmes
imparted to them, are available on the Company's
website and can be accessed at the following weblink:
https://atishay.com/wp-content/uploads/2026/02/
Familirisation-Progarm.pdf

21. CONSTITUTION OF THE BOARD OF
DIRECTORS AND THEIR MEETINGS AS ON
MARCH 31, 2026

a) Constitution of the Board

The composition of the Board is in conformity with
Regulation 17 of the SEBI (LODR) Regulations, 2015
and Section 149 of the Companies Act, 2013. The
Company's policy is to maintain optimum combination
of Executive and Non-Executive Directors. As
on March 31, 2026, the Board of Directors of the
Company comprised 6 (Six) Directors, of whom 2
(Two) were Executive Directors, 3 (Three) were
Non-Executive Independent Directors, and 1 (One)
was a Non-Executive Woman Director.

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

b) Meetings of the Board

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

The Board met 4 (four) times during the financial
year 2025-26 namely on April 29, 2025, July 09, 2025,
October 16, 2025 and January 19, 2026. 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;

• Minutes of meetings of the Board, Committees;

• Periodic compliance reports which includes
non-compliance, 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 a Code of Conduct for the
Board of Directors and Senior Management Personnel
(“the Code”), which is also applicable to all employees
of the Company. The Code lays down the principles
of integrity, honesty, ethical conduct, and fairness,
and requires all concerned persons to maintain the
highest standards of professionalism, courtesy, and
accountability in the discharge of their duties.

The Code is aligned with the applicable provisions
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, including
amendments thereto from time to time. The Code
has been duly approved by the Board and is available
on the Company's website athttps://atishay.com/
wp-content/uploads/2025/05/Code-of-conduct-of-
Board-of-Directors-SM.pdf

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

Furthermore, as on March 31, 2026, members of the
Senior Management also give disclosure periodically
to the Board related to any material, financial, or
commercial transactions in which they may have
a personal interest and which could potentially
conflict with the interests of the Company.

b) Conflict of Interests

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

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

c) Code of Conduct for Prevention of Insider
Trading

In accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time
to time (“PIT Regulations”), the Company has
formulated and adopted a comprehensive Code
of Practices and Procedures for Fair Disclosure of

Unpublished Price Sensitive Information (UPSI),
including the policy for determination of legitimate
purpose, as well as a Code of Conduct for Regulating,
Monitoring and Reporting of Trading by Designated
Persons (“the Code”).

The Code is applicable to all insiders of the Company,
including Directors, Designated Persons and their
immediate relatives, connected persons, fiduciaries
and intermediaries. It lays down the procedures for
preservation of UPSI and regulates trading in the
Company's securities.

The Code has been made effective from the date
of listing of the Equity Shares of the Company on a
recognised stock exchange in India. The Company
Secretary has been designated as the Compliance
Officer for monitoring adherence to the PIT
Regulations and implementation of the Code.

The Company has established a structured
compliance framework which, inter alia, includes
closure of the trading window during periods when
UPSI is available and a pre-clearance mechanism for
trading in the Company's securities by Designated
Persons, in accordance with the PIT Regulations.

During the financial year ended March 31, 2026,
there were no instances of violation of the PIT
Regulations. The Company has complied with all
applicable provisions of the said Regulations, and
a status report on compliance is placed before the
Board of Directors on a quarterly basis.

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

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

- https://atishay.com/wp-content/
uploads/2024/12/ATISHAY-CODE-OF-
PRACTICES-AND-PROCEDURES-FOR-
FAIR-DISCLOSURE.pdf

23. COMMITTEES OF THE BOARD AS ON
MACRH 31, 2026

The Board of Directors has constituted various mandatory
and other Committees to focus on specific areas of the
Company's operations and governance, which require
detailed review and oversight. These Committees are
constituted with the approval of the Board and function in
accordance with their respective charters and applicable
statutory provisions.

The Committees play a vital role in strengthening the
governance framework and assist the Board in the
effective management of the Company's affairs. They
meet at regular intervals and take necessary actions in
line with the powers delegated by the Board.

The minutes of the meetings of the Committees are
placed before the Board for its noting and review.

During the year under review, the Company has the
following Committees of the Board:

MANDATORY COMMITTEES

a) AUDIT COMMITTEE

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

reconstituted on May 10, 2024 and July 16, 2024.

As on March 31, 2026, the Audit Committee of
the Company comprised three Non-Executive
Independent Directors and one Whole-time Director.
Mr. Rajendra Saxena, Non-Executive Independent
Director, served as the Chairman of the Committee,
and Mr. Arun Shrivastava, Mr. Ajay Mujumdar, and
Mr. Archit Jain were the members.

All members of the Committee are financially literate
and possess the requisite expertise in financial and
accounting matters.

The composition of the Audit Committee is as follows:

In addition to the members of the Audit Committee,
the Statutory Auditors, Chief Financial Officer, and

Internal Auditors are invited to attend the meetings of
the Committee, as and when required. The Company
Secretary acts as the Secretary to the Committee.

Further details with respect to the composition, terms
of reference, powers, duties and responsibilities of
the Audit Committee, along with details of meetings
held and attendance of members, are provided in
the Corporate Governance Report forming part of
this Annual Report.

DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM/WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism and
adopted a Whistle Blower Policy in accordance with the
provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The policy aims to promote ethical
conduct and ensure that the affairs of the Company
are conducted in a fair and transparent manner by
adopting the highest standards of professionalism,
honesty, integrity and ethical behaviour.

The Vigil Mechanism provides a framework for
all employees of the Company to report concerns
regarding unethical behaviour, actual or suspected
fraud, or violation of the Code of Conduct. The
mechanism also provides for adequate safeguards
against victimization of employees who avail of this
facility and ensures confidentiality of disclosures. In
appropriate or exceptional cases, direct access to the
Chairperson of the Audit Committee is also available.

During the financial year ended March 31, 2026,
no Vigil/whistle blower complaints were received
by the Company. A status report in this regard is
placed before the Audit Committee and the Board of
Directors on a quarterly basis.

The said policy is available on the website of
the Company at the following weblink:https://
atishay.com/wp-content/uploads/2024/12/Vigil-
mechanism-Policv.pdf

b) STAKEHOLDER/INVESTORRELATIONSHIP
COMMITTEE

In compliance with the provisions of Section 178
of the Companies Act, 2013 and Regulation 20
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board
of Directors has constituted the Stakeholders'
Relationship Committee (also referred to as
Investors Grievance Committee) on June 23, 2014,

which was subsequently reconstituted on June 20,
2019 and July 16, 2024.

The Committee is primarily responsible for
overseeing and ensuring the effective redressal
of shareholders' and investors' grievances. Its
scope includes matters relating to transfer and
transmission of shares, non-receipt of annual
reports, non-receipt of declared dividends, payment
of unclaimed dividends and other related matters.
The Committee also reviews measures taken for
enhancing the quality of investor services and
strengthening investor relations.

The Board of Directors is kept informed of significant
developments relating to investor grievances
through periodic reports placed before it during the
year. Further, a status report on investor complaints
received from MUFG Intime India Private Limited,
the Registrar and Transfer Agent, is placed before
the Committee on a quarterly basis.

During the year under review, the Company has not
received any investor complaints.

As on March 31, 2026, the Stakeholders' Relationship
Committee comprised three Directors. Mr. Arun
Shrivastava, Non-Executive Independent Director,
is the Chairman of the Committee, and Mr. Ajay
Mujumdar and Mrs. Rekha Jain are the Members.

The composition of the Stakeholders' Relationship
and Investors Grievances Committee is as follows:

Mrs. Sambedna Jain, act as the secretary to
the committee.

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

DETAILS OF INVESTOR'S REQUESTS/COMPLAINTS REPORT FOR THE PERIOD APRIL 01, 2025 TO MARCH
31, 2026 ARE GIVEN BELOW:

During the financial year 2025-26, the Company has not received any investors complaints. Members may contact
the Company Secretary of the Company for their queries or concerns, using the contact details provided under the
“Shareholders' Information” section of this report.

c) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee
(“NRC”) has been constituted in accordance with the
provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and same has been reconstituted by the Board at its
meeting held on May 10, 2024 and July 16, 2024.

The Board has, on the recommendation of the NRC,
approved a Nomination and Remuneration Policy
for Directors, Key Managerial Personnel and Senior
Management Personnel. The Committee is of the
view that effective succession planning for senior
leadership is critical for building a sustainable
and future-ready organisation. Accordingly, the
Committee follows a structured and rigorous process
for selection and appointment of Directors and senior
management personnel, in line with the principles of
Board diversity and merit-based evaluation.

As on March 31, 2026, the Nomination and
Remuneration Committee comprises three
Non-Executive Independent Directors and one
Non-Executive Director. Mr. Ajay Mujumdar,
Non-Executive Independent Director, serves as
the Chairman of the Committee, and Mr. Arun
Shrivastava, Mr. Rajendra Saxena, and Mrs. Rekha
Jain are the Members.

The composition of the Nomination and
Remuneration Committee are stated below:

Mrs. Sambedna Jain, Company Secretary, acts as
the Secretary to the Committee

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

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

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

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

The Nomination and Remuneration Committee and
the Board of Directors have laid down a framework
for the formal annual evaluation of the performance
of the Board, its Committees, the Chairperson and
individual Directors.

Pursuant to the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a
structured questionnaire was devised, taking into
account various aspects such as the composition
of the Board and its Committees, effectiveness of
Board processes, governance practices, culture,
execution of duties and overall performance.

The evaluation process was carried out by the
Directors through the aforesaid structured
questionnaire, with specific focus on the performance
and effective functioning of the Board, its Committees
and individual Directors, including assessment of
independence as per the applicable SEBI Regulations.
Directors who were subject to evaluation did not
participate in the evaluation of their own performance.

The Independent Directors of the Company
evaluated the performance of the Non-Independent
Directors, the Board as a whole and the Chairperson
of the Company .

The outcome of the evaluation was reviewed by
the Nomination and Remuneration Committee
and subsequently noted by the Board of Directors.
The Board expressed its satisfaction with the
evaluation process and its results, and noted that
the same is in compliance with the requirements
of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015. The overall performance of the
Board, the Chairman, and the Independent Directors
has been rated as excellent.

The CSR Policy of the Company has been formulated
and approved by the Board on the recommendation
of the CSR Committee and is available on the
Company’s website athttps://atishav.com/wp-
content/uploads/2024/12/CSR-Policv.pdf

The Company has also hosted the details of CSR
Committee, composition and CSR initiatives on its
website in compliance with Regulation 46 of the SEBI
(LODR) Regulations, 2015, which can be accessed at:

• https://atishay.com/regulation-46/#

• https://dimgrey-eel-694251.hostingersite.
com/wp-content/uploads/2024/12/Current-
composition-of-Committees.pdf

• https://atishay.com/csrexpenses/

Based on the computation of average net profits
of the Company for the last three financial years,
in accordance with Section 198 of the Companies
Act, 2013, the CSR obligation for the financial
year 2025-26 is H12.02 Lakhs . However, on the
recommendation of the CSR Committee at its
meeting held on July 09, 2025, the Board approved
a total CSR budget of ?15.00 Lakhs (Rupees Fifteen
Lakhs only) for the financial year 2025-26.

During the year under review, the Company has
spent amount of ?15.00 Lakhs on CSR activities,
primarily in the field of education, in accordance
with Schedule VII of the Companies Act, 2013. The
Board has also approved the set-off of excess CSR
expenditure, if any, incurred in the financial year,
against the CSR obligation of subsequent financial
years, in accordance with the provisions of Rule 7(3)
of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, subject to applicable conditions.
A CSR utilisation certificate signed by CFO of the
Company was placed before the CSR Committee
and the Board of Directors on an annual basis for
their review and record.

In compliance with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules,
2014, the Annual Report on CSR activities for the
financial year 2025-26, containing details of the
budgeted amount, actual expenditure and unspent
amount, if any, forms part of this Board's Report
as Annexure - 3.

Further details relating to the composition, terms
of reference, powers, duties and responsibilities
of the Committee, along with details of meetings
held and attendance of members, are provided in
the Corporate Governance Report forming part of
this Annual Report.

b) OTHER NON-MANDATORY COMMITTEES
CONSTITUTED BY THE BOARD OF DIRECTORS
OF THE COMPANY FOR SMOOTH OPERATION
OF THE BUSINESS AS ON MARCH 31, 2026:

(i) PROJECT MANAGEMENT AND

ADMINISTRATION COMMITTEE

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

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

The Company Secretary acts as secretary
to the Committee.

(ii) BUSINESS DEVELOPMENT AND
ADMINISTRATION COMMITTEE

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

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

The Company Secretary acts as Secretary
to the Committee.

The Company Secretary acts as Secretary
to the Committee.

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

The Company is committed to providing a work
environment that ensures that all employees are
treated with dignity and respect. It promotes equality
at the workplace and strives to create an environment
that is conducive to professional growth and equal
opportunity for all.

The Company has a zero-tolerance policy towards sexual
harassment and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules
framed thereunder.

The said Policy is applicable to all employees of the
Company, including permanent, contractual, temporary
employees and trainees, and is available on the
Company's website at:https://atishav.com/wp-content/
uploads/2024/12/PQSH-Policv.pdf

An Internal Committee (IC) has been constituted to
redress complaints relating to sexual harassment at the
workplace. During the financial year ended March 31,
2026, no complaints pertaining to sexual harassment
were received by the Company. A compliance status
report in this regard has been placed before the Board of
Directors on quarterly basis.

The Company submits the annual report under the PQSH
Act to the appropriate authority within the prescribed
timelines. During the year, the Company also conducted
training programmes for the members of the Internal
Committee, and the PQSH training certification forms
part of this Annual Report.

The Internal Committee met once during the financial year
on April 19, 2025, and all members were present at the
meeting. The requisite quorum was present throughout
the meeting. The Compositon of committee consist of
the following members

Mrs. Sambedna Jain, Company Secretary, acts as the
Secretary to the Committee.

25. CORPORATE GOVERNANCE

The Company's corporate governance practices are
founded on a strong value system that reflects its
culture, policies and relationships with stakeholders.
At Atishay Limited, the Board of Directors discharges
its fiduciary responsibilities in the widest sense, with
a focus on transparency, accountability and ethical
business conduct.

The Company continuously endeavours to adopt best
practices in corporate governance, with an objective
of enhancing long-term shareholder value while
safeguarding the interests of minority shareholders in
all its business decisions. The Company firmly believes
in going beyond regulatory compliance and embedding
governance practices that create sustainable value for
all stakeholders.

The Company confirms that it has complied with all
the mandatory requirements prescribed under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company has also adopted
certain non-mandatory requirements, wherever
considered appropriate, to further strengthen its
governance framework.

The Report on Corporate Governance, as required
under the 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
compliance with the conditions of Corporate Governance,
is annexed to the said Report.

A certificate from the Managing Director and Chief
Financial Officer of the Company, pursuant to Regulation
17(8) read with Part B of Schedule II of the SEBI (LODR)
Regulations, 2015, inter alia confirming the accuracy
of the financial statements and cash flow statements,
adequacy of internal controls for financial reporting and
disclosure of material matters to the Audit Committee,
also forms part of this Annual Report.

26. SUBSIDIARY COMPANIES

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

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

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

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

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

RELATED PARTY DISCLOSURES

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

28. 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 2025-26, no employees,
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.

29. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) Your directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as on March 31, 2026 and
of the profit of the Company for that year;

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

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

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

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

30. INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL
STATEMENTS

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

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

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

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

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

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

31. 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.

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.

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.

32. APPRECIATION

Your Company's organisational culture is anchored
in professionalism, integrity and a commitment to

continuous improvement, ensuring optimal utilisation of
resources for sustainable and profitable growth.

Your Directors place on record their sincere appreciation for
the dedication, commitment and exemplary contribution
of the employees at all levels, whose continued efforts
remain the cornerstone of the Company's success.

The Directors also express their gratitude to the
shareholders, investors, customers, business partners,
bankers, visitors to our websites, regulatory authorities
for their continued trust , support and confidence in
the Company. Your Company remains committed to
strengthening these relationships and creating long-term
value for all stakeholders.

33. CAUTIONARY STATEMENT

Statements in this Board's Report and the Management
Discussion and Analysis describing the Company's
objectives, projections, estimates and expectations
may constitute “forward-looking statements” within the
meaning of applicable securities laws and regulations.

Such statements are based on certain assumptions and
expectations of future events and are subject to risks
and uncertainties. Actual results may differ materially
from those expressed or implied, depending upon various
factors including changes in regulatory environment,
economic conditions, industry trends and other factors
beyond the control of the Company.

For and on behalf of the Board
Atishay Limited

Akhilesh Jain Archit Jain

Chairman & Managing Director Whole-time Director

DIN :00039927 DIN :06363647

Date: 24.04.2026
Place : Bhopal