Your Directors are pleased to present the 39th Report together with the Audited Statement of Accounts for the year ended 31st March 2026.

1. FINANCIAL RESULTS:

Material changes and commitments which have occurred after the close of the year till the date of this report, which affect the financial position of the Company are reported at appropriate places to this report.

2. OPERATION/ STATE OF COMPANY’S AFFAIRS:

• The Company's Mathura plant is equipped for fabrication and machining of critical equipment for sectors including Chemical & Petrochemical / Hydrocarbon, Cement, Hydro Power, Steel, Sugar, FGD & DeNOX Systems, and Power.

• During the year, the Company has undertaken capacity enhancement and modernization initiatives, including installation of new machines and phased replacement/upgradation of aging machinery.

• CNC Horizontal Boring Machine (Skoda - retrofitted) is in continuous operation and effectively utilized for in-house machining of heavy and critical components; further servicing, periodical maintenance and calibration are planned to enhance precision and productivity.

• The Vertical Turret Lathe (VTL) is fully operational and being utilized for machining of cement, hydro, and power plant equipment. further servicing, periodical maintenance and calibration are planned to enhance precision and productivity.

• In-house Design and Engineering team remains fully operational, supporting tender participation, detailed engineering, and execution of projects, including ASME ‘U' Stamp related services.

• The Company continues to leverage approvals from Engineers India Limited (EIL) for manufacturing of Carbon Steel Pressure Vessels up to 90 mm thickness, in accordance with approved qualification criteria. The said enlistment has enabled the Company to actively participate in tenders and execute orders in the oil & gas, petrochemical, and refinery sectors, thereby strengthening its presence and credibility in these high-value and quality-driven industries.

• The Company has secured enlistment with Projects and Development India Limited (PDIL) as an approved manufacturer for Carbon Steel (CS) Pressure Vessels, enabling participation in fertilizer and allied sector projects. Building upon this approval, the Company has applied for expansion of its scope to include additional equipment categories such as CS Pressure Vessels of higher-Pressure range of 11-60 kg/cm²(g), above 60 kg/cm²(g), Reactors, Small Columns / Tall Columns etc. with the objective of broadening its product portfolio and enhancing business opportunities in the process industry segments.

• The Company is actively pursuing business opportunities with reputed clients such as Andritz Hydro Pvt. Ltd., Voith Group, Power Machines, Global Hydro, FL Smidth, Humboldt Wedag India Pvt Ltd, ISGEC Heavy Engineering Ltd., Thermo Fab, Gramp Enviro Solutions Pvt. Ltd., PP Boiler, BHEL, L&T MHI Boilers Pvt. Ltd, Bharat Petroleum Corporation Limited, Indian Oil Corporation Limited, GAIL (India) Limited, Refineries and other Public Sector Undertakings (PSUs), thereby strengthening its order pipeline across oil & gas, power, cement, hydro, and process industry sectors.

• Order outlook for FY 2026-27 is positive, with expected inflow of approximately Rs.100 Crores across multiple sectors.

• As part of business development initiatives, the Company is planning to organize a technical workshop at Mathura to showcase capabilities across Sugar, Power, Hydro, Cement, and Petrochemical sectors and to develop strategic partnerships.

• The Company has obtained RDSO approval for fabrication of heavy steel girders and railway bridges and is actively exploring opportunities in the railway infrastructure sector.

• The Company is exploring emerging opportunities in ethanol and energy sectors, aligned with Government policies on ethanol blending, and evaluating potential technology partnerships for domestic and international markets.

• Continuous efforts are being made to upgrade infrastructure, strengthen technical capabilities, and enhance market presence to ensure sustainable growth and improved operational performance.

3. TRANSFER TO RESERVES:

For the period ended 31st March 2026 the Company has not transferred any sum to Reserve.

4. SHARE CAPITAL:

The Authorized Share Capital of the company as on 31st March, 2026 is Rs.75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/- each. The Issued & Subscribed capital as on same date is Rs. 53, 11,74,250 divided into 5, 31, 17,425 equity shares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March 2026 remained Rs.5255.57 Lacs. During the year under review the Authorized, Issued, Subscribed and Paid-up capital of the company remained unchanged.

Our Company had applied for in principle approval from BSE for issuance of 25,00,000 preferential warrant to be issued to one of the promoter group company i.e. Mahalaxmi Import Export Private Limited on 22nd July, 2025. Later on, we have received several rounds of queries from BSE and finally received the “in principle” approval on 19th November, 2025.

However, due to the passage of time, the proposed allottee has utilized the funds kept for the subscription of the preferential warrant. Therefore, the entire exercise has become futile.

The Company has received declaration from all the Independent Directors that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act and Regulation16(1)(b) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

None of the Directors of the company is disqualified for being Directors as specified 164 under Section of the Companies Act, 2013. Report from Independent Practicing Company Secretary is attached as Annexure-3.

8. MEETINGS OF THE BOARD AND COMMITTEE HELD DURING THE YEAR:A. BOARD MEETINGS:

During the year, four board meetings were convened and held, the details of which are given in the Corporate Governance Report.

B. COMMITTEE MEETINGS:

The company has Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee in place. The details of the composition of committees and the number of meeting held during the year is available in the Corporate Governance Report.

All the recommendations made by these committees from time to time were accepted by the Board.

C. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company met during the year on 11th February 2026. The details of which are given in the Corporate Governance Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015 and amendments thereof.

9. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS:

For details of the annual evaluation of the performance of the board, its Committees and of

individual directors and Committee, kindly refer to the report on Corporate Governance.

10. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has duly approved and adopted a policy viz. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees” recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under the Companies Act, 2013.

All the remunerations to the directors/ Key Managerial Personnel/ employees are as per the said Policy.

11. DIRECTOR’S RESPONSIBILITY STATEMENT:

In compliance with the Provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to place on record.

I) That in preparing the Annual Accounts, all applicable accounting standards have been followed.

ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.

iv) That the Annual Accounts have been prepared on a going concern basis.

v) That 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.

vi) That 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.

12. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

13. CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of the business of the Company during the period under review.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of period to which these financial statements relate and the date of this Report.

15. VIGIL MECHANISM:

Company has suitable vigil mechanisms to deal with the essence of fraud and mismanagement, if any. No personnel have been denied access to the Audit Committee.

16. ANNUAL RETURN:

As required under Section 92(3) of the Companies Act 2013, Annual Return of the Company is available on the website of the Company at the weblink http://www. atvprojects.co.in/.

17. SUBSIDARIES, JOINT VENTURE AND ASSOCIATES COMPANIES:

There are no subsidiaries, Joint Venture and Associates Companies of ATV Projects India Limited.

18. INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Shivkumar Sharma, Chartered Accountant as an Internal Auditor who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee, which reviews the audit reports and suggests necessary action.

Mr. Shivkumar Sharma & Associates, Chartered Accountants, are appointed as Internal Auditor w.e.f. 20th May, 2026 for the financial year 2026-2027.

19. STATUTORY AUDITORS:

At the 35th Annual General Meeting of the Company held on 10th August, 2022 the members had approved appointment of M/S. RHAD & Co. (FR No 102588W) Chartered Accountants for second term of 5 years, as Statutory Auditors of the Company to hold office from the conclusion of 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting, subject to ratification of their appointment by members at every Annual General Meeting. Vide notification dated 7th May, 2018, the Ministry of Corporate Affairs has done away with the requirement of seeking ratification of members for appointment of auditors at every Annual General Meeting. Accordingly, no resolution is proposed for ratification of appointment of statutory auditors at the 39th Annual General Meeting.

The comments by the Auditors in their Report are selfexplanatory and, on the opinion of the Board, do not require any further clarifications.

The Auditor's Reports on the Financial Statements for the financial year ended 31st March, 2026 does not contain any qualification, reservation or adverse remark requiring any explanations/comments by the Board of Directors.

The comments by the Auditors in their Report are selfexplanatory and, on the opinion of the Board, do not require any further clarifications.

20. SECRETARIAL AUDITORS:

Pursuant to Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and in compliance with SEBI's circular SEBI/HO/CFD/CFD-PoD-

2/CIR/P/2024/185 dated 31^st December, 2024 read with the applicable provisions of Companies Act, 2013 and other applicable regulations/ notifications, at the 39^th Annual General Meeting of the Company held on 16^th August, 2025 the members approved the appointment of Ms. Neeta H. Desai (M/s ND and Associates), Practising Company Secretaries (COP No: 4741) as the Secretarial Auditor of the Company to hold office for a period of five years from the conclusion of 38^th Annual General Meeting till the conclusion of the 43^rd Annual General Meeting.

The Report of the Secretarial Auditor for the financial year ended 31^st March 2026 is annexed as “Annexure - 1”.

The comments by the Auditors in their Report are selfexplanatory and, on the opinion of the Board, do not require any further clarifications.

21. CORPORATE GOVERNANCE:

Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under Regulation 72 and 27 of SEBI LODR 2015. Code of Conduct as applicable to the directors, Key Managerial Personnel and the senior management personnel has also been put in place. It continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.

The Company submits on quarterly basis, a compliance report on corporate governance in the format prescribed by the Securities and Exchange Board of India, within the statutory period, from the close of the quarter with the Stock Exchanges. The said report now known as Integated Governance Report is placed before the Board every quarter at its subsequent meeting, for its noting and comments/observations/advice, if any.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Regulation 72 and 27 of SEBI (LODR) Regulations, 2015 entered with the Stock Exchanges, form part of this Annual Report.

There were no Cyber Crime incidents during the year.

22. WELLBEING OF WOMEN:A. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

B. During the year, the Company has complied with the provisions relating to Maternity Benefit Act, 1961 and rules thereof.

23. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Board has adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record, and the timely preparation of reliable financial disclosures.

24. EMPLOYEE RELATIONS:

Your Directors wish to place sincere thanks to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.

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

The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs. The company has already done feasibility for installing solar energy system to reduce direct energy cost and taking suitable action in this direction. Technology improvement also has been made at Mathura factory by changing the quality of electrode and upgradation of welding rectifiers.

The company has not received any foreign exchange and there was no outflow of foreign exchange during the year except foreign travelling.

26. DEMATERIALISATION OF SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31^st March, 2026 a total of 69.20% of the equity share of the company has been dematerialized.

27. LISTING OF SHARES AT BSE:

Shares of the company are listed on the Bombay Stock Exchange and are being traded there.

28. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions is available at http://www.atvproiects.co.in/. All related party transactions that were entered into during the Financial Year 2025-2026 were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions have been placed before the Audit Committee and the Board for their approval.

The Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure -2”.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investments made by the Company pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under review.

30. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has developed a Risk Management Policy to identify the elements of risk, if any, which may threaten the existence of the Company.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business obiectives. Maior risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk, which may threaten the existence of the Company.

The Company's internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors.

Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.

31. COST RECORDS:

The Company has proper maintenance of cost records as specified by the Central Government under sub section (1) of 148 of the Companies Acts, 2013 and proper accounts and records are being maintained.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility Committee comprises of three Director, Mr. M. V. Chaturvedi, Chairman, Mr. Rakesh Tiwari and Mrs. Payal Sanghavi as its Members which is in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company had average net profit of Rs. 580.12 lacs for last immediately preceding three financial years and two percent of the average net profits of your Company is Rs. 11.60 Lacs.

Your Company, during the year 2025-2026 spent total CSR contribution of Rs. 11.92 Lacs for Promotion of Education by distribution of Desk & Benches at various schools in Mathura district and constructions of rooms in Janaki Bai Girls School in Mathura, Uttar Pradesh, under Corporate Social Responsibility (CSR) activity.

The Annual Report on CSR Activities for the Financial Year ended 31st March 2026 is annexed as “Annexure - 4”.

33. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There is no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

34. GENERAL:

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:

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

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

c. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.

Our website is http://atvprojects.co.in/ copy of the annual return is placed on our website.

35. ACKNOWLEDGMENT:

Your Directors gratefully acknowledge the continuing faith and support extended by the Central Government, State Government, Banks, Financial Institutions, Shareholders, Creditors, Staff, workers and Others who have supported the Company and hope to receive their continued support.