Atlantaa Ltd Directors Report

To Members, Atlantaa Limited

Your Directors are pleased to present the Forty-Third Annual Report together with the Audited Financial Statements for the nancial year ended March 31, 2026.

FINANCIAL PERFORMANCE

The Companys nancial performance, for the year ended March 31, 2026 is summarised below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	2722.59	2949.44	7390.39	6809.91
Pro t /(Loss) before exceptional items and tax	521.44	3871.59	-57.63	1779.70
Pro t/ (Loss) before tax	521.44	3871.59	-57.63	1779.70
Less: Income tax expense	113.37	-2477.47	113.37	-2477.47
Pro t/(Loss) after tax for the year	408.07	6349.07	-171.00	4257.17
Other Comprehensive income net of tax	-80.77	-8.17	-80.77	-8.17
Total Comprehensive income for the year	327.30	6340.90	-251.77	4249.00

BUSINESS OVERVIEW & OUTLOOK

STANDALONE FINANCIALS

During the year under review, the revenue from operations was 2722.59 Lakhs as compared to 2949.44 Lakhs in previous year.

The Pro t / (Loss) before tax (PBT) for the FY 2025-26 was 521.44 Lakhs as compared to pro t of 3871.59 Lakhs in the previous year. After providing for Tax, the Net Pro t (PAT) for the FY 2025-26 was 408.07 Lakhs as against pro t of 6340.90 Lakhs in the previous year.

CONSOLIDATED FINANCIALS

During the year under review, the revenue from operations was 7390.39 Lakhs as compared to 6809.91 Lakhs in previous year.

The Loss before tax (PBT) for the FY 2025-26 was -57.63 Lakhs as compared to pro t of 1779.70 Lakhs in the previous year. After providing for Tax, the (Loss) (PAT) for the FY 2025-26 was -171.00 as compared to pro t of 4257.17 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.

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.

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, 2026, your Company has total three (3) subsidiaries (including step-down subsidiaries).

Sr No.	Particulars
i)	Atlanta Infra Assets Limited	Subsidiary
ii)	MORA Tollways Limited	Step Down Subsidiary
iii)	Atlanta Ropar Tollways Private Limited	Step Down Subsidiary

During the year under review, the Board of Directors reviewed a airs of subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the consolidated nancial 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 nancial statement of the subsidiaries in the prescribed format Form AOC-1 is enclosed as Annexure-1 to the Boards Report.

In accordance with Section 136 of the Companies Act, 2013, the audited nancial statements, including the consolidated nancial 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 o ce 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

During the year under the review 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 O cer and One (1) Company Secretary viz.

Mr. Rajhoo Bbarot Chairman & Whole Time Director ii) Mr. Rickiin Bbarot Managing Director iii) Mrs. Meeta Brahmbhatt Independent Director iv) Dr. Samir Degan Independent Director (Resigned w.e.f 29.06.2026) v) Mr. Anil Dighe Independent Director vi) Mrs. Bhumika Pandey Independent Director vii) Mr. Dipesh Gogri Chief Financial O cer viii) Ms. Krupali Shah Company Secretary (w.e.f. 12.03.2026)

INDEPENDENT DIRECTORS

In terms of the de nition 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. (Till 29.06.2026) 3) Mr. Anil Dighe.

4) Mrs. Bhumika Pandey.

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

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

APPOINTMENT/RESIGNATION/CHANGE IN DESIGNATION OF DIRECTORS AND KMP-

During the period under review the

1) Mr. Prathmesh Gaonkar, (ACS:61307) Company Secretary had resigned w.e.f December 06, 2026 and Mrs. Mamta Jain, (ACS:72257) was appointed as Company Secretary w.e.f December 06, 2026

2) Mrs. Mamta Jain (ACS:72257) had resigned as Company Secretary on February 06, 2026 and Ms. Krupali Shah (ACS: 70473) was appointed as Company Secretary w.e.f March 12, 2026

After the review period

3) Dr. Samir Degan (DIN: 00043450) resigned from the position of the Independent Director of the Company w.e.f June 29, 2026

REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, Board has framed a policy for selection, appointment and 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 Six (6) times during the FY 2025-26. Detailed information on the meetings of the Board is included in Corporate Governance Report of the Company which forms part of this Annual 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 of reference, etc. of relevant committees are given in detail in the Corporate Governance Report of the Company which forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of 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) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

The requisite Certi cate from the Auditor of the Company con rming 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 REPORT

The Management discussion and Analysis Report for the year under 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 part 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 Companys 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 Companys 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 of nancial statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the nancial year were on arms 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 nancial statements. The policy on Related Party Transactions may be accessed on the Companys 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 Boards 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 o cials, which may fall under the ambit of “Sexual Harassment” at workplace. The objective of this Policy is to provide an e ective 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 sta including those of service providers are covered under the policy. The Company has provided a safe and digni ed work environment for employee which is free of discrimination. There are no complaints or concerns received or observed during FY 2025-2026 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 nancial year 2025-2026, as follows

a. number of complaints led during nancial year - Nil b. number of complaints disposed of during nancial year - N.A. c. number of complaints pending as on end of nancial 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 nancial 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 ve years.

The Notes on nancial 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 quali cation, reservations or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, and Rules thereunder, a Secretarial Audit Report for the FY 2025-26 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 quali cation, reservation.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments a ecting the nancial position of the Company which has occurred between the nancial year of the Company i.e. March 31, 2026 and till the date of Directors Report i.e. August 12, 2026.

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 employees 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee comprises:

1) Mr. Rajhoo Bbarot Chairman 2) Mr. Rickiin Bbarot Member

3) Mr. Samir Degan Member (Till 29.06.2026) 4) Mr. Anil Dighe- Member (W.ef. 19.07.2026)

The Annual Report on CSR activities forms part of this Report as Annexure-5

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 Companys website at www.atlantaalimited.com

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended March 31, 2026, 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 a airs of the Company as at March 31, 2026 and of the pro t of the Company for that period;

c) The directors had taken proper and su cient 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 nancial controls to be followed by the Company and that such internal nancial controls are adequate and were operating e ectively 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 e ectively.

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-a rm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors Certi cate 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, nancial institutions, Government authorities, vendors, regulatory authorities. Your Directors recognise and appreciate the e orts 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

DIN: 00038219

Place: Mumbai

Date: August 12, 2026