The Board of Directors takes pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statement for the year ended 31st March 2024

Financial results

A summary of the Company's financial performance for the year ended 31^st March, 2024 along with the figures for previous years is summarized as under:

STANDALONE OPERATIONS:

During the year under review, the company hai achieved a turnover of INR 22,400.57/- (in Lakhs_t and profit after tax of the company has beer Increased to INR 1670.54/- (in Lakhs) during current reporting period as compared to INR 1277.74/- (in Lakhs) during the previous reporting period.

Initial Public Offer of Equity Shares:

Your Company came out with an initial public offer (IPO) of its equity shares aggregating up to ^ 5625.31 Lakhs comprising of fresh offer up to 54,80,000 Equity Shares by our Company aggregating to ^ 4219.60 and an Offer for Sale of up to 18,25,600 Equity Shares by the Selling Shareholders aggregating to ^1405.71. The Offer was made pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The issue was open for subscription from Thursday, 15 February 2024 to Tuesday, 20 February, 2024. Pursuant to the IPO 2,47,34,690 equity shares were issued and allotted on Thursday, 22nd February 2024 to the public at price of INR 77 per share.

Listing:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited w.e.f. 23rd February, 2024.

CONSOLIDATED OPERATIONS:

During the Year under review, company's subsidiary “Atmasto Defence Systems Private limited" has not carried out business operation. Therefore, company has Nil Share of Profit in Subsidiary. The Financial Results as reflected in the Consolidated Statement of Profit & Loss Account of the Company is Self-Explanatory.

Financial Statement:

With reference to the SEBI Circular Number SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023, the hard copy of annual report containing financial statements for the Financial Year 2023-24 and other salient features of all the documents prescribed in Section 136 of the Companies Act, 2013 are not being sent to the shareholders who have not registered their email addresses and the same will be sent to those shareholders who request for the same.

Full version of the Annual Report 2023-24 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors' Report (including Management Discussion & Analysis and Corporate Governance Certificate) is being sent via email to all shareholders who have provided their email address (es).

Dividend:

To conserve financial resources for future growth of the Company, the Board does not recommend any dividend for the approval of the members at the forthcoming Annual General Meeting. The Board is confident that plough back of profits into the business of the Company will generate long term wealth for the members.

Material changes since close of financial year:

There have been no material changes and commitments which affect the financial position of the Company, that have occurred between the end of financial year to which the financial statements relates and the date of this report.

Amounts transferred to reserves, if any

The Board does not propose to transfer any amount to General Reserve for the financial year ended on March 31, 2024.

Details of significant and material orders passed by the regulators or Courts or tribunals impacting the going concern status and Company's operations in future

There are no such orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Deposits

During the year under review, the Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

As on March 31, 2023, the paid-up Equity Share Capital of the company was Rs. 14,81,13,000 (Fourteen Crores Eighty one Lakhs Thirteen Thousand) divided into 1,48,11,300 (One Crore Forty Eight Lakhs Eleven Thousand Three hundred) shares of Rs.10 (Ten) each.

During the year under review, the shareholders in their Extra Ordinary General Meeting (EGM) held on 15th September, 2023 has approved the:

1. Alteration of capital Clause in Memorandum of Association (MOA) consequent upon sub Bonus

2. Increase in Authorized Share Capital of the Company from Rs.21,00,00,000 to Rs.25,00,00,000.

3. Issue of bonus shares in proportion of 0.3 (Zero point three) bonus equity shares of Rs. 10 each for every 1 (One) existing fully paid up equity share of Rs. 10/- each held.

Consequently the Authorized Share Capital has been increased from Rs. 21,00,00,000 to Rs. 25,00,00,000 divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

Further, the company has made an Initial Public Offer comprising of Fresh Issue of 54,80,000 Equity Shares aggregating up to ^ 4219.60 Lakhs Equity Shares of Rs. 10/- each and Offer for Sale of 18,25,600 Equity Shares aggregating up to ^ 1405.71 Lakhs for a consideration of Rs. 77/- per Equity Shares including a share premium of Rs. 67/- per equity Shares vide prospectus dated February 09, 2023 and the IPO was fully subscribed.

As on March 31, 2024, the issued, subscribed and paid up capital of the company was Rs.24,73,46,900 (Twenty Four Crores Seventy three Lakhs Forty six Thousand Nine Hundred) divided into 2,47,34,690 (Two Crores Forty Seven Lakhs Thirty Four Thousand Six hundred and ninety) shares of Rs.10 (Ten) each.

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March 2024, the company has not issued any convertible instruments and none of the Directors of the Company hold convertible instruments of the Company.

The equity shares of the company representing 99.75% of the share capital are dematerialized as on 31st March, 2024.The dematerialization facility is available to all shareholders of the company from both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Depositories has allotted ISIN: INE05DH01017.

Annual Return:

In compliance with the requirements of the Companies Act, 2013, the annual return in the prescribed format is made available at https://www.atmastco.com .

Appointment and Resignation of Directors during the year 2023-24:

Appointment, Reappointment and Resignation of Key Managerial Persons:

• Mrs. Varsha Sahbani, Company Secretary and Compliance Officer of the Company have tendered resignation from the post of company secretary and compliance officer. The Nomination and remuneration committee and the board of directors of the company have accepted the resignation in their respected meeting held on May 05, 2024.

• Mrs. Samina Ali has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f May 03, 2024.

Particular of Employees

There was no employee whose remuneration was in excess of the limits prescribed under Section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Meetings of the Board of Directors & Committees of the Company during the financial year 2023-24;

During the year under review, the Board of Directors has met Eleven (11) times in the given Financial Year. Further, the Board has complied with the requirement of provisions of the Companies Act, 2013 to discuss and decide on various business strategies, policies and other matters.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings. The Notice of board meeting is given well in advance to all the Directors.

The attendance of each Director at these Board Meetings is as under:

Directors' Responsibility Statement

In pursuance of section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the directors would like to state that:-

i) In the preparation of the account for the period ended on 31st March, 2024, the applicable accounting standards have been followed and there were no material departures.

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

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

iv) The Directors have prepared the accounts for the period ended 31st March, 2024, on a going concern basis.

v) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

vi) The Directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Statement on Declaration by Independent Director

All Independent Directors of the Company have given declarations as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization Program for Independent Directors:

The Company has practice of conducting familiarization program for Independent Directors of the Company. Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

At the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

Risks Management and Area of Concern

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas. The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same.

Nomination & Remuneration Committee and Its Policies:

Company's Policy on Directors Appointment and Remuneration including criteria for determining qualification, positive attributes, and independence of

Directors and other matters provided under section 178(3) of the Companies Act, 2013 is also placed at the website of the Company at https://www.atmastco.com/Code_and_Policies.

Subsequent to resignation of Mr. Dharmendra Kumar Mishra w.e.f 16th September, 2023 and Mr. Virendra Kumar Mehta w.e.f 19th September, 2023 from Directorship of the Company, the Nomination and Remuneration committee has been reconstituted by the Board of directors in their meeting held on 06.11.2023, by inducting Mr. Siddhartha Shankar Roy and Mr. Chandan Ambaly, Independent NonExecutive Directors, as members of the Nomination and Remuneration Committee to comply with the provisions of Regulation 19(1) of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. Mr. Chandan Amblay was designated as Chairman of the Committee w.e.f. 06.11.2023.

The present constitution of the Nomination and Remuneration Committee is as follows:

The Company has complied the provision of the meetings of Nomination and Remuneration Committee as per the provision of Companies Act, 2013.

The committee has met twice during the year in their meeting held on August 03, 2023 and November 06, 2023.

Terms of Reference:

The broad terms of reference of the Nomination & Remuneration Committee (as per Section 178 of the Companies Act, 2013) as approved by the Board at its meeting are-

The broad terms of reference of the Nomination & Remuneration Committee are - Recommend to the Board all the remuneration payable in any form to the senior management,

management, formulating the criteria to assess the qualifications, positive attributes, performance and independence of a director and further recommending the Board policy pertaining to remuneration of the Directors, KMP, and other employees, put in place the process of effective evaluation for the performance of Board, its committees and individual directors, reviewing the implementation and compliance of the remuneration policy within the organization, devising a policy on diversity of board of directors, assess the extension or continuation of the term of appointment of the independent director, on the basis of performance evaluation of independent directors and identify qualified persons for appointment as directors as per the criteria laid down and recommend to the Board for such appointments and removal.

Audit Committee

The Board of Directors of your Company had re-constituted the Audit Committee as per Section 177 and other applicable provisions of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 vide resolution passed in the meeting of Board of directors dated September 05, 2023 consequent upon the resignation of Mr. Dharmendra Kumar Mishra and Mr. Virendra Kumar Mehta from the directorship of the Company. The Company has appointed Mr. Siddhartha Shankar Roy and Mr. Chandan Ambaly, Independent Non-Executive Directors w.e.f 05.08.2023. Presently it consists of following three directors all having financial literacy.

The Audit committee has met five times during the year in their meeting held on September 05, 2023, November 21, 2023, December 12, 2023, December 19, 2023 and February 08, 2024.

Terms of Reference - Audit Committee

The broad terms of reference of the Audit Committee (as per Section 177 of the Companies Act, 2013) as approved by the Board at its meeting are-

The broad terms of reference of the Audit Committee are - recommendation for appointment, remuneration and terms of appointment of Auditors of the Company, review and monitor the Auditor's independence and performance and effectiveness of audit process, examination of the financial statement and the auditors' report thereon, approval or any subsequent modification of transactions of the company with related parties, scrutiny of inter-corporate loans and investments, valuation of undertakings or assets of the Company, wherever it is necessary, evaluation of internal financial controls and risk management systems, monitoring the end use of funds raised through public offers and related matters, etc.

Vigil Mechanism

The Company has established a Vigil Mechanism to comply with the provisions of Section 177 (9) of the Companies Act, 2013 and Pursuant to Regulation No. 22 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, for directors and employees to report concerns about unethical behavior and actual or suspected fraud. It also provides for adequate safeguards against victimization of employees who avail the mechanism and allows direct access to the Chairman of the Audit Committee.

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual Directors, Board and its Committee, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Rules made thereunder, the board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the financial year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

The Nomination and Remuneration Committee has also reviewed the performance of the individual Directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as directors, etc.

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Venkatraman Ganesan, Executive Director who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. Necessary resolution for re-appointment is given under notice of annual general meeting of the company.

Report on performance of Subsidiaries, Associations and Joint Venture Companies

Atmastco Defence Systems Private Limited is a wholly owned subsidiary of our company. There are no Joint ventures or associate companies for the reporting period. The salient features of the Subsidiary are provided in Form AOC-1 as attached herewith in Annexure-I.

Particulars of Loans, Guarantees or Investments

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

Remuneration of Directors, Key Managerial Personnel and Senior Management

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Company's policy on director's appointment & remuneration including criteria for determining qualifications, positive attributes and independence of Director etc. are mentioned in Audit report.

Particulars of Contracts or arrangements made with related parties

All related party transactions that were entered into during the Financial Year were on arm's length basis and were in the ordinary course of business as part of Company's philosophy of adhering to highest ethical standards, transparency and accountability.

The particulars of contracts or arrangements with related parties as defined under Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked as Annexure - II and forms part of this Report.

Conservation of Energy & Technical Absorption & Foreign Exchange Earning Outgo

Pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013, read with the companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, the Company shall disclose steps taken to conserve energy & technical absorption, disclose foreign exchange earning & outgo. The details are provided herewith in Annexure-III.

Corporate Social Responsibility (CSR)

Company's Policy on Corporate Social Responsibility is also placed on the website of the Company at https://www.atmastco.com/Code_and_Policies.

The Annual Report on CSR activities initiated and undertaken by the Company during the year under review is annexed herewith as an Annexure-IV.

Annual Evaluation of Board :

The Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the each of the directors of the Company. On the basis of said criteria, the Board and all its committees and directors have been evaluated by the Board of the Directors and Independent Directors of the Company.

Auditors & Reports

Statutory Auditors of the Company

Pursuant to provisions of section 139 of companies act, 2013 and rules framed there under M/s Rajesh Jalan & Associates, chartered accountants (firm registration no. 326370E), have been re-appointed as statutory auditors of the company to conduct statutory audit, for a period of five year from FY 2023-24 to 202728 by the members of the company in the annual general meeting held on September 30, 2023.

Secretarial Auditors of the Company

As per Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 inter-alia requires Listed Companies to provide Secretarial Report. Your Company in their board meeting held on 03.05.2024 has appointed Mr. Satish Sharma, Practicing Company Secretary as the Secretarial Auditor for a period of five years.

The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2023-24 is annexed herewith as Annexure-V.

There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor's Report on secretarial and other applicable legal compliances made by the Company for the Financial Year 2023-24, and hence does not require any explanations or comments by the Board.

Cost Auditors of the Company

In terms of Section 148 of the Companies Act, 2013, the Company in their board meeting held on 03.05.2024 has reappointed M/s. Arindam and Associates as the Cost Auditor of the Company.

Maintenance of cost records:

The Company is required to maintain cost records of the Company as specified under Section 148 (1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts.

Internal Financial control

Adequate internal financial control system has been established and is maintained in various areas. The existing set up of the internal financial control system is commensurate with the size of the Company's operations and nature of its business. Your Company has emphasized upon the importance of effective internal financial control and has increased the focus.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made bv the Auditors

The Audit Report along with note as specified by the Auditors in their Audit Reports is selfexplanatory.

Reporting of frauds by Statutory Auditors under Section 143 (12)

During the year under review there were no frauds reported by the Statutory Auditors of the Company under Section 143(12).

Management Discussion And Analysis Report:

In terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis report forms part of this Annual Report as Annexure-VI.

Information under the Sexual Harassment of women at workplace (prevention, prohibition and redressal) act, 2013

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

During the Financial Year the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2024 Further, the Company has complied with provisions relating to constitution of Internal Complain Committee under Sexual Harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013

Appointment of Practicing Company Secretary

The Company is required to certify its Annual Return by a Practicing Company Secretary as per Section 92 of The Companies Act, 2013 read with Rule 11 of The Companies (Management and Administration) Rules, 2014 therefore the company has appointed Mr. Satish Sharma, Practicing Company Secretary to undertake the Certification of Annual Return as prescribed under The Companies Act, 2013.

Internal Auditor

The Company has appointed Mr. Sunny Agrawal, Chartered Accountant as the Internal Auditor of the Company as per the provision of Section 138 of Companies Act 2013 and rules made thereunder.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions

During the year under review, there has been no one time settlement of Loans from Banks and Financial Institutions.

The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year

During the Financial Year 2023-24, there was no Application made and proceeding Initiated /Pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, There is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

Company Relations

The Company has maintained good Industrial relations on all fronts. Your Directors wish to place on record their appreciation for the honest and efficient services rendered by the Employees of the Company.

Acknowledgements

Your directors wish to place on record their sincere appreciation to the devoted service rendered by employees of the company. Your directors also acknowledge with gratitude the co-operation and assistance extended by bankers and all persons who are directly and indirectly contributing to the success of the company.

Your Directors also acknowledge the trust and confidence members have reposed in the company.