2. STATE OF COMPANY’S AFFAIRS / OPERATIONS:

The Company has reported total revenue of Rs. 5169.66
Lakhs for the current year as compared to Rs. 5151.40
Lakhs in the previous year. The Net Profit for the year under
review amounted to Rs. 1138.08 Lakhs in the current year
as compared to Profit incurred in last year amounting Rs.
1048.85 Lakhs.

3. RESERVES & SURPLUS:

As per Standalone financials, the reserves & surplus of the
Company as on March 31st, 2025 are as follows:

4. DIVIDEND:

Your directors have not recommended any dividend for the
financial year ended 31^st March,2025.

5. INITIAL PUBLIC OFFER AND LISTING INFORMATION:

The Company was originally incorporated as a Private
Limited Company and was subsequently converted into a
Public Limited Company pursuant to a special resolution
passed at the Members’ meeting held on 21^st February,

2024. Accordingly, the name of the Company was changed
from ATC Energies System Private Limited to ATC Energies
System Limited with effect from the said date.

The Board of Directors, at its meeting held on 21^st January,

2025, approved a proposal to undertake an Initial Public
Offer (IPO) of up to 54,03,600 equity shares pursuant to
a fresh issue of upto 43,23,600 equity shares and an offer

for sale by existing shareholder of the Company, for upto
10,80,000 equity shares, which was subsequently approved
by the Members at the Extra-Ordinary General Meeting held
on 03^rd February, 2025.

For the purpose of the IPO, the Company appointed
Indorient Financial Services Limited as the Book
Running Lead Manager and KFIN Technologies Limited

as the Registrar to the Issue and Share Transfer Agent. The
Company applied to the National Stock Exchange of India

Limited (NSE) for listing its equity shares on the Emerge
Platform, and NSE, vide its letter dated 06^th February, 2025,
granted its in-principle approval.

Pursuant to the final approval received from NSE on 02^nd
April, 2025, the equity shares of the Company have since
been listed on the Emerge Platform of NSE at Exchange
Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E),
Mumbai - 400051. The Company remains compliant with
listing requirements, having paid the annual listing fees,
and its equity shares are fully dematerialized under ISIN:
INE0V0Q01019.

6. SHARE CAPITAL

• AUTHORISED SHARE CAPITAL

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

• ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE
CAPITAL

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

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

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

DURING THE FINANCIAL YEAR ENDED 31^st MARCH, 2025:

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

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

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

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

SUBSEQUENT TO THE FINANCIAL YEAR ENDED
31^st MARCH, 2025 AND BEFORE THE DATE OF THIS
REPORT:

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

These material changes and commitments have
significantly strengthened the Company’s capital
structure and opened new avenues for growth.
The Board is confident that these actions will
contribute meaningfully to the long-term success and
sustainability of the Company.

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

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

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

9. CHANGE IN THE NATURE OF BUSINESS:

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

10. REMUNERATION POLICY AND COMPANY’S POLICY

ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES,

INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

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

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

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

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

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

As per Regulation 23 of the SEBI LODR, the Board has adopted
a ‘Policy on Materiality of Related Party Transactions’ which
may be accessed on the Company’s website i.e. https://
www.atcgroup.co.

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

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

13. AUDITORS:

A. STATUTORY AUDITOR

Pursuant to the provision of Section 139 of the
Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, M/s A Kasliwal & Company,
Chartered Accountants having Firm Registration No.
011727C, was appointed as the Statutory Auditors of
the Company, to hold office for 5 Years commencing

from the conclusion of 04^th Annual General Meeting
(AGM) held in the F.Y 2024-2025 till the conclusion of
the 09^th Annual General Meeting (AGM) of the Company
going to be held in the F.Y 2029-2030.

B. INTERNAL AUDITOR

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

14. EXPLANATION TO AUDITOR’S REMARK:

The auditors of the company have not made any observations
and/or qualifications in their audit report issued on the
financial statements of the company of the financial year
ended 31st March, 2025. The report of the Statutory Auditors
on the Financial Statements forms a part of this Integrated
Annual Report. There are no specifications, reservations,
adverse remarks on disclosure by the Statutory Auditors in
their report.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SECTION 143 (12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

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

16. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE
COMPANIES:

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

17. DECLARATION OF INDEPENDENT DIRECTOR:

Ms. Himanshi Tiwari (DIN: 10545195) and Mr. Ashwin
Manoharlal Agarwal (DIN: 10547086), Independent
Directors of the Company have confirmed to the Board that
they meet the criteria of Independence as specified under
Section 149 (6) of the Companies Act, 2013 and they qualify
to be Independent Director. They have also confirmed
that they meet the requirements of Independent Director
as mentioned under Regulation 16 (1) (b) of SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015.
The confirmation was noted by the Board.

18. SECRETARIAL STANDARDS:

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

19. CORPORATE GOVERNANCE:

The Company is committed to conducting its business in
accordance with the highest standards of ethical conduct

and governance. It fosters a culture built on strong core
values and sound ethical practices, with a consistent focus
on transparency, accountability, and integrity across all
levels of the organization.

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

After the conclusion of the financial year 2024-2025, but
prior to the date of this Report, the Company successfully
listed its specified securities on the EMERGE Platform of
the National Stock Exchange of India Limited (NSE), which
is classified as an SME Exchange. Accordingly, in line with
Regulation 15 of the SEBI (LODR) Regulations, 2015, the
provisions relating to Corporate Governance — including
Regulations 17 to 27, clauses (b) to (i) and (t) of sub¬
regulation (2) of Regulation 46, and paras C, D, and E of
Schedule V — are not applicable to the Company.

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

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

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

21. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO:

The particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and
outgo, required to be furnished pursuant to Section 134(3)
(m) of the Companies Act, 2013, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, are as under:

(i) Part A and B of the Rules, pertaining to conservation of
energy and technology absorption, are not applicable
to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - NIL

Foreign Exchange Used - Rs. 1,111.49 Lakhs

22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND:

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

THE DETAILS OF CHANGES IN THE DIRECTORS AND KMP
ARE AS FOLLOWS:

Retire by Rotation:

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

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

Appointment / Reappointment of Director/KMP:

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

Change in Designation:

During the year under review, Mr. Zubair Rahman (DIN:
08267547), who was earlier appointed as Director, was
re-designated and appointed as a Whole-time Director
of the Company for a term of five (5) years, effective from
May 02, 2024 up to May 01, 2029. Further, Mr. Sandeep
Gangabishan Bajoria (DIN: 06597817) was appointed as
the Chairman of the Company with effect from May 02,
2024.

Resignation of Director/KMP:

During the year under review, Mr. Akshat Toshniwal,
Company Secretary and Compliance Officer, resigned from
his position with effect from August 10, 2024.

31. EXTRACT OF ANNUAL RETURN:

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

32. NUMBER OF MEETINGS OF THE BOARD:

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

33. POLICIES AND DISCLOSURE REQUIREMENTS:

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

34. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016:

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

35. DETAILS OF ONE TIME SETTLEMENT WITH THE BANKS:

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

36. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

(ii) the directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
company as at March 31,2025 and of the profit and loss
of the company for that period;

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

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

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

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

37. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

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

38. INTERNAL FINANCIAL CONTROL SYSTEM:

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

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

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

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

39. BOARD EVALUATION:

The Nomination and Remuneration Committee of the
Company has laid down the criteria for performance
evaluation of the Board, its Committees and individual
Directors including Independent Directors covering various
aspects of the Board’s functioning such as adequacy of
the composition of the Board and its Committees, Board
culture, execution and performance of specific duties,
obligations and governance.

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

40. 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:

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

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

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

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

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

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

41. ACKNOWLEDGEMENTS:

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

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