Accord Transformer & Switchgear Ltd Directors Report

To, The Members,

Accord Transformer Switchgear Limited

(Formerly Known As Accord Transformer Switchgear Private Limited)

Unit No. 724, Seventh Floor, Eros Corporate Park, K Block,

Sector -2 IMT Manesar, Gurgaon, Haryana, India, 122052

Your Directors have great pleasure in presenting to you the 12 th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31st March, 2026.

We would like to start by thanking all of our investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the years ahead, we aspire to build on our legacy and reach major milestones together.

The Board of Directors hereby submits the report of the business and operations of Accord Transformer Switchgear Limited (Formerly Known As Accord Transformer Switchgear Private Limited) (the Company), along with the audited financial statements, for the financial year ended March 31, 2026 along with the reports of the Auditors thereon.

1. FINANCIAL RESULTS

Financial Results (summarized) of the Company for the year under review along with the figures for previous year are as follows:

(Amount in lakhs)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	7,006.92	7,902.25
Other Income	28.78	16.94
Total Income	7,035.71	7,919.19
Less: Total Expenses before Depreciation,	6,312.31	6,993.87
Finance Cost and Tax
Profit before Depreciation, Finance Cost and Tax	723.40	925.32
Less: Depreciation	62.60	40.50
Less: Finance Cost	55.04	67.38
Profit Before Extraordinary & Exceptional Items	605.76	817.44
and Tax
Less: Extraordinary & Exceptional Items	-	19.39
Profit before tax	605.75	798.05
Less: Current Tax	153.84	217.02
Less: Earlier Years Tax	-	(0.83)
Less: Deferred tax Liability	1.49	(12.51)
Profit after Tax	450.43	594.37
Earning Per Equity Share (Face Value 10 per share )
Basic	2.90	4.27
Diluted	2.90	4.27

The Total Income for the year ended 31st March, 2026 was 7,035.71 Lakhs as compared to 7,919.19 Lakhs during the previous year ended 31st March, 2025. The Profit after Tax for the year ended 31st March, 2026 was 450.43 Lakhs as compared to 594.37 Lakhs in the previous year.

Your Directors are committed to achieving higher revenues and profits for the Companys stakeholders in the coming year and continue to focus on strengthening manufacturing capabilities and expanding the Companys customer base. Accord

Transformer & Switchgear Limited continues to focus on sustainable growth in revenues and profitability, supported by a healthy order book and favorable demand for transformers. The Company has acquired approximately 5 acres of land (20,300 sq. m.) to expand its manufacturing facilities and increase production capacity, enabling it to cater to larger orders and growing customer requirements.

During the year, the Company strengthened its market position by completing key certifications and approvals (CPRI test,

UGVCL and Aditya Birla Renewables vendor approvals) and expanded internationally through a MoU with Moscows Western Administrative District. It also enhanced its manufacturing and testing capabilities, enabling it to serve diverse sectors including utilities, renewable energy, industrial infrastructure, data centers, railways, and EV charging. Going forward, the Company will continue to focus on timely execution of its order book, capacity expansion, customer acquisition, market diversification and improving operational efficiencies to achieve higher revenues and profitability.

The above figures have been extracted from the Financial Statements prepared in accordance with the Generally Accepted Accounting Principles in India. The applicable mandatory Accounting Standards specified under Section 133 of the

Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 have been followed in the preparation of these financial statements.

2. DIVIDEND

The Company is in a growth phase and is expanding its manufacturing operations. In order to conserve the profit earned during the year for future growth and expansion of the Company, your Directors do not recommend any dividend for the financial year ended 31st March, 2026.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since no dividend has been declared or paid by the Company during the year under review or in the previous financial year, there is no amount required to be transferred to the Investor Education and Protection Fund (IEPF) under Section 125 of the Companies Act, 2013.

4. TRANSFER TO GENERAL RESERVE

Your Board doesnt propose to transfer any amount to the General Reserve for the year under review.

5. BRIEF DESCRIPTION OF THE STATE OF THE COMPANYS AFFAIRS

During the year under review, your Company continued to be engaged in the design, engineering, manufacturing and supply of a diversified range of transformers, switchgear, package/compact substations, control panels, bus ducts, cable trays and

EV charging solutions, catering to customers across the power transmission and distribution, renewable energy, industrial, infrastructure and EV charging segments, through its manufacturing facilities located at Rajasthan.

The financial year 2025-26 was a landmark year for the Company, marking its transition from a privately held company to a publicly listed entity. The Company successfully completed its Initial Public Offering comprising a fresh issue of 55,62,000 equity shares of face value of 10 each at a price of 46 per equity share, aggregating to 25.59 crore, and its equity shares were listed on the SME Platform of BSE Limited with effect from March 2, 2026, receiving strong investor response with the shares listing at a premium to the issue price.

During the year, the Company also strengthened its manufacturing infrastructure through acquisition of land at Khairthal, Rajasthan for expansion of its manufacturing, warehousing and testing facilities, secured multiple new orders across the power distribution, renewable energy and industrial infrastructure sectors, and entered into a Memorandum of Understanding to explore international business opportunities, including in Moscow, Russia, as part of its strategy to diversify beyond the domestic market.

6. CHANGEIN NAME AND STATUS OF THE COMPANY

The company is listed on the SME exchange of BSE. During the year under review there is no change in the name and status of the company.

7. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financial year.

8. WEBSITE OF THE COMPANY

Your Company maintains a website https://atsgroup.in/ where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

9. INITIAL PUBLIC ISSUE (IPO)

During the financial year ended on March 31, 2026, the Company had made an Initial Public Offering (IPO) of 55,62,000 equity shares of Rs. 10 each at a price of Rs.46 per share (including a share premium of Rs. 36 per share). Total Proceeds received by the Company pursuant to the IPO was Rs. 25.59 Crores. The shares of the Company have been listed on the SME

Platform of Bombay Stock Exchange Limited (SME) with effect from March 02, 2026. The Issue was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The success of the IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company.

10. DEMATERIALISATION OF SHARES

The Companys shares are compulsorily traded in dematerialized form. The Company has set up requisite facilities for dematerialization of its equity shares with National Securities Depository Limited (NSDL) and Central Depository Services

(India) Limited (CDSL). As of March 31, 2026, 100% Shares of the Company are held in demat form. The ISIN No. for

Companys Equity Shares is INE132201018. M/s. KFintech Technologies Limited acts as the Registrar and Share Transfer

Agent (RTA) of the Company.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

Pursuant to Section 134(3)(l) of the Companies Act, 2013, there is no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year.

12. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

There was no change in the Articles of Association of the Company during the year under review.

The Memorandum of Association of the Company, however, stood altered during the year on account of an increase in the Authorised Share Capital, pursuant to a resolution passed by the Members at the Extra-Ordinary General Meeting held during the year, undertaken in preparation for the Companys Initial Public Offering. Details of the increase are set out below:

Sl.	Date of Extra-Ordinary General	Increase in Authorised Capital	Increase in Authorised Capital -
No.	Meeting	From ( )	To ( )
1.	11th September, 2025	2,07,50,000	23,00,00,000

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company as on 31st March, 2026.

14. SHARE CAPITAL

A. Authorised Capital

The Authorised Share Capital of the Company as at the close of FY 2025-26 was 23,00,00,000, divided into 2,30,00,000 Equity Shares of 10 each.

During the financial year ended March 31, 2026, the Authorized Share Capital of the Company was increased from Rs.

2,07,50,000 (Rupees Two Crore Seven Lakh Fifty Thousand Only) divided into 20,75,000 (Twenty Lakhs Seventy Five Thousand) Equity Shares of Rs.10 (Rupees Ten) each to Rs. 23,00,00,000 (Rupees Twenty Three Crores Only) divided into 2,30,00,000 (Two Crore Thirty Lakhs) Equity Shares of face value of Rs. 10 (Rupees Ten Only) each. This increase was approved by the shareholders through an Ordinary Resolution passed at the Extraordinary General Meeting held on September 11, 2025.

B. Issued, Subscribed & Paid-up Capital (i) Bonus Issue

During the year under review, pursuant to the Board Resolution dated 13th September, 2025, the Company issued and allotted 1,47,16,950 (One Crore Forty-Seven Lakh Sixteen Thousand Nine Hundred Fifty) fully paid-up Equity Shares of 10 each, for consideration other than cash, by way of Bonus Issue, in the ratio of 50 (Fifty)

Equity Shares for every 1 (One) Equity Share held by the Members as on the record date. Consequent upon the said Bonus Issue, the total number of Equity Shares of the Company increased from 2,94,339 (Two Lakh Ninety-

Four Thousand Three Hundred Thirty-Nine) Equity Shares to 1,50,11,289 (One Crore Fifty Lakh Eleven Thousand Two Hundred Eighty-Nine) Equity Shares of 10 each, and the paid-up equity share capital of the Company increased to 15,01,12,890 (Rupees Fifteen Crore One Lakh Twelve Thousand Eight Hundred Ninety only).

(ii) Initial Public Offer Fresh Issue

Further, pursuant to its Initial Public Offering, the Company issued and allotted 55,62,000 (Fifty-Five Lakh Sixty-Two Thousand) Equity Shares of 10 each at an issue price of 46 (Rupees Forty-Six only) per Equity Share, comprising: 15,84,000 (Fifteen Lakh Eighty-Four Thousand) Equity Shares allotted to Anchor Investors on 20th February, 2026; and 39,78,000 (Thirty-Nine Lakh Seventy-Eight Thousand) Equity Shares allotted to investors other than Anchor Investors (comprising QIBs, Non-Institutional Investors and Retail Individual Investors) on 26th February, 2026.

Consequent upon the said Fresh Issue, the total number of Equity Shares of the Company increased to

2,05,73,289 (Two Crore Five Lakh Seventy-Three Thousand Two Hundred Eighty-Nine) Equity Shares of 10 each, and the issued, subscribed and paid-up equity share capital of the Company stood at 20,57,32,890 (Rupees Twenty Crore Fifty-Seven Lakh Thirty-Two Thousand Eight Hundred Ninety only) as at the end of the financial year. The entire paid-up equity share capital of the Company was listed on the SME Platform of BSE Limited with effect from 2nd March, 2026.

15. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the

Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 (Act) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 5 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of One Managing Director,

One whole time director, one non- Executive Directors and Two Non-Executive Independent Directors, one among them is a women director.

Name	Designation	DIN / PAN/MRN
Mr. Pradeep Kumar Verma	Chairman & Managing Director	05113022
Mrs. Shalini Singh	Whole-time Director	07036391
Mr. Amrendra Nath Shukla	Non-Executive Director	11149235
Ms. Neelam	Independent Director	11160939
Mr. DipakKumar
	Independent Director	05168501
Chandrakantbhai Thakkar
Ms. Tulsi Sharma	Company Secretary & Compliance Officer	ACS28743
Mr. Nitin Gupta	Chief Financial Officer	ARZPG3394D

During the year, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel:

Appointment and resignation of Chief Financial Officer: Mr. Ranjan Kumar Samal was appointed as the Chief Financial Officer (CFO) of the Company with effect from June 21, 2025. He subsequently resigned from the position of CFO with effect from January 16, 2026. To fill the resulting vacancy, the Board appointed Mr. Nitin Gupta as the CFO with effect from January 16, 2026.

Appointment of Company Secretary& Compliance Officer: The Board appointed Ms. Tulsi Sharma as the Company Secretary and Compliance Officer of the Company with effect from August 1, 2025.

Change in designation of Directors: Pursuant to the approval of the members at the General Meeting held on July 14, 2025, Mr. Pradeep Kumar Verma was redesignated from Director to Chairman and Managing Director, and Ms. Shalini Singh was redesignated from Director to Whole-Time Director.

Appointment of Directors: Pursuant to the approval of the members at the General Meeting held on July 14, 2025, Mr. Amrendera Nath Shukla and Ms. Neelam were designated as Non-Executive Independent Directors of the Company.

16. NUMBER OF MEETINGS OF THE BOARD

During the year, 19 (Nineteen) Board Meetings were convened and held. The intervening gap between two consecutive meetings did not exceed the period of 120 days prescribed under the Act. The details of meetings mentioned below:

			Name of Directors
Serial No.	Date of Board Meetings and Attendance	Pradeep Kumar	Shalini	Amrendra		DipakKumar
1.	June 21, 2025	Verma	Singh	Nath Shukla NA	Neelam NA	Chandrakantbhai Thakkar
2.	August 01 , 2025
3.	August 18, 2025
4.	September 01, 2025
5.	September 06, 2025
6.	September 13, 2025
7.	September 22, 2025
8.	September 30, 2025
9.	November 12, 2025
10.	November 21, 2025
11.	January 15, 2026
12.	January 16, 2026

			Name of Directors
Serial No.	Date of Board Meetings and Attendance	Pradeep Kumar Verma	Shalini Singh	Amrendra Nath Shukla	Neelam	DipakKumar Chandrakantbhai Thakkar
13.	February 04, 2026
14.	February 06, 2026
15.	February 16, 2026
16.	February 20, 2026
17.	February 26, 2026 At (11:00 A.M)
18.	February 26, 2026 At (07:00 P.M)
19.	March 24, 2026

17. GENERAL MEETING

During the year under review, the following General Meeting were held:

S. No.	Types of meeting	Date of meeting	Total no. of members entitled to attend	Attendance Number of members Attended	% of attendance
1.	EGM	14.07.2025	38	20	52.63%
2.	EGM	11.09.2025	38	15	39.47%
3.	AGM	30.09.2025	38	23	60.52%

18. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company as on March 31, 2026, as per Section 203 of Companies Act, 2013 are:

• Mr. Pradeep Kumar Verma- Chairman & Managing Director

• Ms. Shalini Singh– Whole Time Director

• Ms. Tulsi Sharma- Company Secretary and Compliance Officer

• Mr. Nitin Gupta- Chief Financial Officer

19. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and the Rules made thereunder, and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise, experience, and proficiency required under the applicable provisions of the Companies Act, 2013.

20. RETIREMENT BY ROTATION AS PER SECTION 152 OF THE COMPANIES ACT, 2013

In accordance with the provisions of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mrs. Shalini Singh, Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. The Board of Directors and Nomination Remuneration Committee recommends her re-appointment as a Whole-time Director of the Company.

21. COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company. The Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the committees. Each committee of the Board is guided by its charter, which defines the scope, powers and composition of the committee. All decisions and recommendations of the Committees are placed before the Board for their information or approval. The Board has established the following statutory committees:

22. COMPOSITION OF COMMITTEE, MEETING AND ATTENDANCE OF EACH MEMBER AT MEETINGS

A. Audit Committee

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act,

2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting During the Financial Year under review 7(Seven) meetings of the members of the Audit Committee were held. The dates on which the said meeting was 18 th August 2025, 22 nd September, 2025, 16 th January, 2026, 06 th February, 2026 , 16 th February, 2026, 26 th February, 2026 & 24 th March , 2026.

		Designation in Committee	Number of meetings during the financial year 2025-26
Name of Members	Category		Held	Eligible to Attend	Attended
Mrs. Neelam	Non- Executive Independent	Chairperson	7	7	7
	Director
Mr. Dipakkumar	Non- Executive Independent	Member	7	7	6
Chandrakantbhai Thakkar	Director
Mr. Pradeep Kumar Verma	Managing Director	Member	7	7	7

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.

		Designation	Number of meetings during the financial year 2025-26
Name of Members	Category	in Committee	Held	Eligible to attend	Attended
Mr. Dipakkumar	Non- Executive Independent Director	Chairperson	3	3	2
Chandrakantbhai Thakkar
Mrs. Neelam	Non- Executive Independent Director	Member	3	3	3
Mr. Amrendra Nath Shukla	Non-Executive Director	Member	3	3	3

During the Financial Year under review 3(Three) meetings of the members of the Nomination Remuneration Committee were held. The dates on which the said meeting was 13 th September 2025, 16 January, 2026 & 24 March, 2026.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration.

The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://atsgroup.in/policies/ pages/policies.

C. Stakeholders Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the Redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

			Number of meetings during the financial year 2025-26
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Mr. Amrendra Nath Shukla	Non-Executive Director	Chairperson	1	1	1
Ms. Shalini Singh	Whole-Time Director	Member	1	1	1
Ms. Neelam	Non- Executive	Member	1	1	1
	Independent Director

During the Financial Year under review 1 (One) meeting of the members of the Stakeholders Relationship Committee were held. The dates on which the said meetings was held on 24th March 2026.

D. Corporate Social Responsibility Committee

During the Financial Year under review 1(one) meetings of the members of the Corporate Social Responsibility Relationship Committee were held. The dates on which the said meetings was held on 24 th March, 2026.

			Number of meetings during the financial year 2025-26
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Mrs. Shalini Singh	Whole-Time Director	Chairperson	1	1	1
Mrs. Neelam	Non- Executive	Member	1	1	1
	Independent Director
Mr. Amrendra Nath Shukla	Non-Executive Director	Member	1	1	1

23. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations), Peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken.

The following evaluation process were followed: a. Evaluation Criteria

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees.

The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. b. Performance Evaluation of the individual directors including Independent Directors

The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each directors were satisfactory.

c. Board of Directors

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc. d. Performance Evaluation of the Committee The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc. e. Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

• 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 at the end of the financial year and of the profit of the Company for that year;

• 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;

• The Directors had prepared the annual accounts for the year ended 31st March, 2026 on a going concern basis;

• 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

• 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.

25. STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act, M/s. P.K. Lakhani & Co , Chartered Accountants (FRN: 014682N) were appointed as the Statutory Auditors of the Company, for a term of five years, to hold office from the conclusion of the

AGM held on September 30, 2024 till the conclusion of the 15th AGM. The Financial Statements and the Auditors Report for the financial year ended on March 31, 2026 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

26. INDEPENDENT AUDITORS REPORT

The Statutory Auditors Report for FY 2025-26 is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The notes to accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013. No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

27. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company had appointed M/s Divya Rani & Associates, Practising Company Secretaries, as Secretarial Auditor to carry out the Secretarial

Audit of the Company for the FY 2025-26. The Secretarial Audit Report for FY 2025-26 is annexed herewith and marked as Annexure I to this Report.

The Secretarial Audit Report for the Financial Year 2025-26 contains an observation as mentioned below:

During the period under review, it was observed that the Company had inadvertently omitted to file Form CHG-1 with the Registrar of Companies in respect of the charge created on the vehicle Mercedes-Benz Model No. GLE300d4M in favour of Mercedes-Benz Financial Services India Private Limited, resulting in non-compliance with the statutory filing requirement under Section 77 of the Companies Act, 2013. Upon identification of this lapse, the Company has taken corrective action by submitting an adjudication application to the Registrar of Companies, along with filing of Form GNL-1, seeking rectification of the aforesaid default.

28. COST AUDITOR & MAINTENANCE OF COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities of the Company.

29. INTERNAL AUDITORS AND REPORT

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, with the recommendation of Audit Committee the Board of Directors, at its meeting, approved the appointment of Mr. Ranjan Kumar

Samal, Finance Head, as the Internal Auditor of the Company for the Financial Year 2025-26.

30. REPORTING OF FRAUD BY AUDITORS

Reporting of fraud by auditors During the financial year under review, no instances of fraud have been reported by the

Statutory Auditors, Secretarial Auditors or Internal Auditors to the Audit Committee or to the Board pursuant to section 143(12) of the Act, the details of which should form part of this report.

31. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the year ended 31st March, 2026 is available on the Companys website at https://atsgroup.in/

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investments made, guarantees given and securities provided, together with the purpose for which the loan, guarantee or security is proposed to be utilised, in accordance with Section 186 of the Companies Act,

2013, are disclosed in Notes to accounts to the financial statement in FY 2025-26.

33. DISCLOSURE ON RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the FY 2025-2026 were on arms length basis and in the ordinary course of business.

All the related parties transaction are in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements. All Related party transactions were placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https://atsgroup.in/ Since, all the related party transactions that were entered into during the financial year 2025-26 were on an arms length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) are attached as Annexure-II.

34. CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies: o Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year. o Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate

Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

35. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification

No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.

As your Company is also listed on BSE - SME, is covered under the exempted category and is not required to comply with

IND-AS for preparation of financial statements beginning with period on or after April 01, 2017.

36. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The Company is registered on the SEBI Complaints Redress System (SCORES), a centralized web-based complaints Redressal system, and makes every effort to resolve investor complaints received through SCORES or otherwise within the statutory timelines.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure III and the same forms part of this report.

38. RISK MANAGEMENT POLICY

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated. The Companys Risk Management Policy is available on its website at the following link:- https://atsgroup.in/policies/ .

39. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Companys CSR initiatives align with the core purpose stated above by prioritizing the areas of skilling, education, and environmental sustainability.

The Annual Report on CSR activities pursuant to the provisions of Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors Report as Annexure IV . The Chief Financial Officer of the Company has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board. The CSR policy is hosted on the Companys website at https://atsgroup.in/

41. WHISTLE BLOWER POLICY / VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing

Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower

Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Companys directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment. Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at https://atsgroup. in/ Annual Report 2025-26 individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2025-26. There were no instances of reporting under the Whistle Blower. The Whistle Blower Policy of the Company is available on the website of the Company at https://atsgroup.in/

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Code is displayed on the Companys website at https://atsgroup.in/ .

43. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company believes that internal control is a necessary prerequisite of governance and has a well-established internal control framework designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls, including delegation of authority, segregation of duties, system access controls, and document filing and storage procedures. The Statutory Auditors, in their report on Internal Financial Controls under Section 143(3)(i) of the Companies

Act, 2013, have expressed an unmodified opinion confirming that the Companys internal financial controls over reporting were adequate and operating effectively as at 31st March, 2026.

The Statutory Auditors have, however, observed in their report under the Companies (Auditors Report) Order, 2020 that the internal audit system of the Company needs to be strengthened. The Board has taken note of this observation and is in the process of augmenting the internal audit function commensurate with the Companys growth and its status as a listed entity.

44. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public or its members falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules made thereunder during the year under review. There were no unclaimed or unpaid deposits as on 31st March, 2026.

45. LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees to BSE according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited.

46. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct.

47. DISCLOSURE ON SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), issued by the Institute of Company Secretaries of India, and has devised proper systems to ensure such compliance.

48. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure V and forms part of this Report. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

49. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report provides a perspective of economic and social aspect material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of Listing Regulations, the Management Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company for the year ended March 31, 2026 is attached to this report as Annexure VI .

50. POLICY AGAINST SEXUAL HARASSMENT

The Company is committed to providing a safe and harassment-free workplace for every individual working in its premises and has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An Internal Complaints Committee (ICC) has been constituted in accordance with the requirements of the POSH Act to redress complaints regarding sexual harassment. No case was reported during the year under review.

Particulars	Number
No. of complaints pending at the beginning of the year	0
No. of complaints received and resolved during the year	0
No. of complaints pending at the end of the year	0

51. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS

There are no significant and material orders passed by any regulator, court or tribunal impacting the going concern status or future operations of the Company for the year under review.

52. MICRO, SMALL AND MEDIUM ENTERPRISES (MSME) DUES

Disclosures pursuant to Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006, as set out in Notes to the financial statements, are as under: the principal amount remaining unpaid to micro and small enterprise suppliers as at 31st March, 2026 was 1,494.94 Lakhs, and the interest accrued and remaining unpaid thereon was 1.40 Lakhs. The

Company is taking steps to ensure timely payments to such suppliers in accordance with the MSMED Act, 2006.

53. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions of the relevant nature during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise (other than as disclosed under Share

Capital above).

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme for the provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Director received any remuneration or commission from any subsidiary of the Company, as the Company has no subsidiary.

54. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of

India, the Government of Haryana, various regulatory and government authorities, banks, financial institutions, and other stakeholders, including but not limited to shareholders, customers and suppliers. Your Directors also place on record their appreciation for the total commitment, dedication and hard work put in by the employees of the Company at all levels, and are deeply grateful for the continuous confidence and faith shown by the Members of the Company.

For Accord Transformer & Switchgear Limited (Formerly known as Accord Transformer & Switchgear Private Limited)

Sd/-	Sd/-
Pradeep Kumar Verma	Shalini Singh
Chairman and Managing Director	Whole Time Director
DIN: 05113022	DIN: 07036391
Date : September 03, 2026
Place : Gurgaon, Manesar