Your directors are pleased to present the Forty Second Annual Report
together with the Audited Financial Statements for the financial year
ended March 31,2025.

FINANCIAL PERFORMANCE

The Company’s financial performance, for the year ended March 31,
2025 is summarised below:

BUSINESS OVERVIEW & OUTLOOK :

STANDALONE FINANCIALS

During the year under review, the revenue from operations was
'2,949.44 Lakhs as compared to ' 8,852.13 Lakhs in previous year.

The Profit / (Loss) before tax (PBT) for the FY 2024-25 was '3,871.59
Lakhs as compared to profit of '7,401.04 Lakhs in the previous year.
After providing for Tax, the Net Profit (PAT) for the FY 2024-25 was
'6,349.07 Lakhs as against profit of ' 4,906.83 Lakhs in the previous
year. Total Comprehensive Income for the FY 2024-25 was '6,340.90
Lakhs as compared to '4,896.11 Lakhs.

CONSOLIDATED FINANCIALS

During the year under review, the revenue from operations was
'6,809.91 Lakhs as compared to '13,276.88 Lakhs in previous year.

The Profit / (Loss) before tax (PBT) for the FY 2024-25 was '1779.70
Lakhs as compared to '49,280.68 Lakhs in the previous year. After
providing for Tax, the Net Profit / (Loss) (PAT) for the FY 2024-25 was
'4,257.17 as compared to '46,786.47 Lakhs in the previous year. Total
Comprehensive income for the FY 2024-25 was '4,249.00 as compared
to ' 46,775.75 Lakhs in the previous year.

DIVIDEND

During the year under review, the Board has not recommended any
dividend.

TRANSFER TO RESERVE

During the year under review, the Company has not transferred any
amount towards General Reserve

FIXED DEPOSIT

During the year under review, the Company has not accepted any
deposits from the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

The outstanding deposit at the beginning of the year i.e. on April 01,2024
and on March 31,2025, from public was NIL.

POLICIES / CODES OF THE COMPANY:

The list of Policies/Codes hosted on the website of the Company
www.atlantaalimited.com is given in Corporate Governance Report
forming part of this report.

SUBSIDIARY COMPANIES

As on March 31, 2025, your Company has total 3 subsidiaries (including
step-down subsidiaries).

i) Atlanta Infra Assets Limited

ii) MORA Tollways Limited

iii) Atlanta Ropar Tollways Private Limited

During the year under review, the Board of Directors reviewed affairs of
subsidiaries. In accordance with Section 129(3) of the Companies Act,
2013, the consolidated financial statements of the Company and all its
subsidiaries are prepared, which forms part of the Annual Report.
Further, a statement containing the salient features of the financial
statement of the subsidiaries in the prescribed format AOC-1 is enclosed
as Annexure 1 to the Board's Report.

In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements and
related information of the Company and audited accounts of each of its
subsidiaries, are available on the website viz. www.atlantaalimited.com,
These documents will also be available for inspection during business
hours at the registered office of the Company.

SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India (“ICSI”).

DIRECTORS AND KEY MANAGERIAL PERSONNEL -

Your Company consists of Six (6) Directors and Two (2) Key Managerial
Personnel, consisting of Four (4) Non-Executive Independent Directors,
One (1) Whole Time Director, & One (1) Managing Director; One (1)
Chief Financial Officer and One (1) Company Secretary viz.

I) Mr. Rajhoo Bbarot Chairman

ii) Mr. Rickiin Bbarot Managing Director

iii) Mrs. Meeta Brahmbhatt Non-Executive, Independent Director

iv) Dr. Samir Degan Non-Executive, Independent Director

v) Mr. Anil Dighe Non-Executive, Independent Director

vi) Mrs. Bhumika Pandey Non-Executive, Independent Director

vii) Mr. Dipesh Gogri Chief Financial Officer

viii) Mr. Prathmesh Gaonkar Company Secretary

Independent Non-Executive Directors

In terms of the definition of ‘Independent Directors’ as prescribed under
Regulation 34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 entered with Stock Exchanges and
Section 149(6) of the Companies Act, 2013, the Company consists of
four Independent Directors:

1) Mrs. Meeta Brahmbhatt.

2) Dr. Samir Degan.

3) Mr. Anil Dighe.

4) Mrs. Bhumika Pandey.

The Company has received Certificate of Independence from all
Independent Directors, interalia, pursuant to Section 149 of the
Companies Act, 2013, confirming and certifying that they have complied
with all the requirements of being an Independent Director of the
Company.

None of the Directors are disqualified from being appointed as Directors,
as specified in Section 164(2) of the Companies Act, 2013.

Appointment/Resignation of Directors and KMP.

During the period under review the Company has appointed Mrs. Meeta
Brahmbhatt as Additional Non - Executive Independent Director of the
Company with effect from 30th June, 2024 and Shareholders of the
Company ratify appointment of Mrs. Meeta Brahmbhatt in their Meeting
which held on 27th September, 2024.

REMUNERATION POLICY

On the recommendation of the Nomination and Remuneratioi
Committee, Board has framed a policy for selection, appointment ant
remuneration of Directors and KMPs. The Remuneration Policy is stated
in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation
34(3) of SEBI (Listing Obligations and Disclosure Requirements
Regulations, 2015, the Nomination and Remuneration Committee has
laid down the criteria for performance evaluation of Board of Directors
(including Independent Directors), Key Managerial Personnel (KMPs
and Committees of the Board on the basis of which they have been
evaluated. The evaluation of performance has been explained in the
Corporate Governance Report section in this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met four (4) times during the FY 2024-25. Detailed
information on the meetings of the Board is included in Corporate
Governance Report of the Company which forms part of this Annua
Report.

COMMITTEES OF THE BOARD

The Company has several Committees which have been established as a
part of the best corporate governance practices and are in compliance
with the requirements of the relevant provisions of applicable laws and
statutes.

The Company has following Committees of the Board:

> Audit Committee.

> Nomination and Remuneration Committee.

> Stakeholders’ Relationship Committee.

> Corporate Social Responsibility Committee.

> Management Committee.

The details with respect to the compositions, powers, roles, terms o
reference, etc. of relevant committees are given in detail in the Corporate
Governance Report of the Company which forms part of this Annua
Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During period under review, Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules

2014 is not applicable for Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards o
Corporate Governance and adhere to the Corporate Governance
requirements set out by the Securities & Exchange Board of India. The
Corporate Governance Report as stipulated under Regulation 34(3) o
SEBI (Listing Obligations and Disclosure Requirements) Regulations

2015 forms part of this Annual Report.

The requisite Certificate from the Auditor of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under Regulation 27 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached to the Corporate
Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion and Analysis Report for the year unde
review as stipulated under Regulation 34(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with the
Stock Exchanges in India is presented in a separate section forming par
of this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, includes an Ethics & Compliance
Task Force comprising senior executives of the Company. Protected
disclosures can be made by a whistle blower through an e-mail, or
dedicated telephone line or a letter to the task force or to the Chairman of
the Audit Committee. The Policy on vigil mechanism and whistle blower
policy may be accessed on the Company’s website at
www.atlantaalimited.com

RISK MANAGEMENT POLICY

The Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives.
The Company’s management systems, structures, processes, standards,
code of conduct and behaviours govern the conducts of the business of
the Company and manages associated risks.

LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES

The Company has given loans & guarantee and security in ordinary
course of business. The details of Investments covered under Section
186 of the Companies Act, 2013 are given in the notes to financial
statements.

CONTRACTS OR ARRANGEMENTS 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. However, the material related party transactions are accorded
for shareholders’ approval in the ensuing Annual General Meeting.

All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior approval of the Audit Committee is
obtained on a yearly basis specifying the upper ceiling as to amount for
the transactions which are of a foreseen and repetitive nature. The details
of all such related party transactions entered into pursuant to the omnibus
approval of the Committee are placed before the Audit Committee on a
quarterly basis for its review.

The details of transaction with Related Parties are provided in the
accompanying financial statements. The policy on Related Party
Transactions may be accessed on the Company’s website at
www.atlantaalimited.com

Particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2, is enclosed as Annexure 2 to the Board's Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place a policy on Prevention of Sexual Harassment
of Women at Workplace which is in line with requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH Act”). The Company has zero tolerance
towards any action on the part of any of its officials, which may fall under
the ambit of “Sexual Harassment” at workplace. The objective of this
Policy is to provide an effective Complaint Redressal Mechanism if there
is an occurrence of sexual harassment.

The Company is committed to treat every employee with dignity and
respect. The Company conducts regular awareness program in
accordance with the requirements of the law. The Company has also
complied with the provisions of setting up of an Internal Complaint
Committee which is duly constituted in compliance with the provisions
of the POSH Act. All women, permanent, temporary, trainees or
contractual staff including those of service providers are covered under
the policy. The Company has provided a safe and dignified work
environment for employee which is free of discrimination. There are no
complaints or concerns received or observed during FY 2024-2025
pertaining to sexual harassment.

DISCLOSURE AS PER SECTION 22 OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,

2013 IS GIVEN BELOW.

Pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
read with the Rules thereunder, it is hereby declared for financial year
2024-2025, as follows

a. number of complaints filed during financial year - Nil

b. number of complaints disposed of during financial year - N.A.

c. number of complaints pending as on end of financial year. -N.A.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (“the Act”) and
implementation requirements of Indian Accounting Standards (‘IND-
AS’) Rules on accounting and disclosure requirements, which is
applicable from current year, and as prescribed by Regulation 33 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as “SEBI Listing Regulations”), the Audited
Consolidated Financial Statements are provided in the Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has laid down standards, processes and structures which
enables to implement adequate internal financial controls across
organisation. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were
observed.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO
IEPF

As per Section 124 of the Companies Act, 2013 read with the Investor
Education Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“Rules”), all dividends remaining unpaid or
unclaimed for a period of 7 (seven) years and also the shares in respect of
which the dividend has not been claimed by the shareholders for 7
(seven) consecutive years or more are required to be transferred to
Investor Education Protection Fund in accordance with the procedure
prescribed in the Rules. Hence, the Company urges all the shareholders
to encash /claim their respective dividend during the prescribed period.

STATUTORY AUDITOR

In pursuance of provisions of Section 139,142 and other applicable
provisions the Company has appointed M/s Suresh Maniar & Company
(Firm Registration no.110663W) as Statutory Auditors for Financial
year 2022-2023 onwards for five years.

The Notes on financial statement referred to in the Independent Auditors’
Report are self-explanatory and do not call for any further comments.
The Independent Auditors’ Report does not contain any qualification,
reservations or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013, and Rules
thereunder, a Secretarial Audit Report for the FY 2024-25 in Form MR 3
given by M/s. Sandeep Dubey & Associates, Practicing Company
Secretaries is enclosed as Annexure 3 with this report.

The Secretarial Audit Report does not contain any qualification,
reservation.

MATERIAL CHANGES AND COMMITMENT AFFECTING
FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial
position of the Company which has occurred between the financial year
of the Company i.e. March 31, 2025 and till the date of Directors’ Report
i.e. August 13, 2025.

CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

The particulars in relation to conservation of energy and technology
absorption are currently not applicable to the Company

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, there were neither foreign exchange earnings nor any
outgo.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In accordance with the provisions of Section 197(12) of Companies Act,
2013, the ratio of the remuneration of each director to the median
employee’s remuneration and other details in terms of sub-section 12 of
Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are forming part of this report as Annexure 4.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of
the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 can be accessed on the
Company’s website at www.atlantaalimited.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31,
2025, the applicable accounting standards had been followed and
there are no material departures from the same;

b) 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 losses of the Company
for that period;

c) The directors had 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 directors had prepared the annual accounts on a going concern
basis;

e) 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;

f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed
certain Corporate Governance standards vide Regulations 24 and 27 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Your Directors re-affirm their commitments to these
standards and a detailed Report on Corporate Governance together with
the Auditors’ Certificate on its compliance is annexed hereto.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their
sincere appreciation for the overwhelming co-operation and assistance
received from investors, members, creditors, customers, business
associates, bankers, financial institutions, Government authorities,
vendors, regulatory authorities. Your Directors recognise and appreciate
the efforts and hard work of all the executives and employees of the
Company and their continued contribution to its progress.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

ATLANTAA LIMITED

Sd/-

Rajhoo Bbarot
Chairman

P^lace: Muinbm DIN: 00038219

Dated: 13th August 2025.