Atlas Cycles Haryana Ltd Directors Report

To

The Members

Your Directors present Seventy Fifth (75th) Annual Report of your Company along with the Audited Financial Statements for the financial year (FY) ended March 31, 2026.

Financial Highlights & State of Companys Affairs

Particulars	(Rs. In Lacs)
	FY 2025 -26	FY 2024-25
Revenue from operations (Gross)	690	1,714
Total Income	715	2,880
Total Expenses	1519	1,929
Profit/(Loss) Before Tax (after exceptional Item)	(804)	951
Tax Expenses (including Deferred tax)	-	-
Profit/(Loss) After tax	(804)	951

Note: Previous years figures have been regrouped/reclassified wherever necessary to correspond with the current years classification/disclosure.

The loss during the FY 2025-26 was Rs. (804) Lacs as against net profit of Rs. 951 Lacs during the FY 2024-25.

Consolidated Accounts

The Company did not have any subsidiary, associate company or joint venture during the year under review. Accordingly, the Consolidated Financial Statements were not required for the year under review.

Annual Return

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://www.atlasbicydes.com/Annual_Return.htm

Production

During the year under consideration, the Company produced 21,838 bicycles as against 29,456 bicycles in the previous year.

Sales

Sales during the year amounted to Rs. 690 lacs as against Rs. 1,714 lacs in the previous year.

Transfer to reserves

The Board of Directors of the Company has not proposed to transfer any amount to the Reserves for the year under review.

Exports

During the period under consideration, your Company has not exported any bicycles or bicycle components.

Share Capital

The paid-up Equity Share Capital as on March 31, 2026 stood at Rs. 3,25,19,190/- i.e. 65,03,838 Equity Shares of ^ 5 each. There were no changes in the capital structure of the Company during the year under review.

Dividend

No dividend has been declared in the Financial Year 2025-26.

Change in nature of business

There is no change in the nature of business.

Performance of the Company

The Company sold bicycles amounting to ^ 690 lacs in the market and is in the process of Business revival Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report to be placed before shareholders (Annexure 1).

Directors

The Board composition as at March 31, 2026 is as below:

1. Mr. Kartik Roop Rai, Non-Executive Director

2. Mr. Sanjiv Kavaljit Singh, Non-Executive Director

3. Ms. Sadhna Syal, Non-Executive Director

4. Mr. Ishwar Das Chugh, Independent Director

5. Dr. Anuj Goyal, Independent Director

6. Mr. Des Raj Dhingra, Independent Director

7. Dr. Praveen Kumar, Independent Director

Members of the Company at the 74th Annual General Meeting held on August 11, 2025 had approved appointment of Dr. Praveen Kumar (DIN: 08257044) as Independent Director of the Company for one year with effect from May 29, 2025 till May 28, 2026.

Mr. Chander Mohan Dhall (DIN:01398734) resigned as Whole Time Director and Chief Financial Officer of the Company from the close of business hours of November 12, 2025.

For the Financial Year 2025-26, all Independent Directors, confirmed that they meet the criteria of Independence as laid down under Section 149(6) of the Act. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 ("the Act") and Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

Criteria for making payment to Non-Executive Directors

Non-Executive Directors are paid sitting fees of ^ 15,000 per meeting for attending the Board Meeting and ^ 5,000 per meeting for attending the Committee Meeting of the Company.

Key Managerial Personnel

Mr. Chander Mohan Dhall (DIN:01398734) stepped down and resigned as Whole Time Director and Chief Financial Officer of the Company from the close of business hours of November 12, 2025. The Board of Directors at its meeting held on November 12, 2025 appointed Mr. Chander Mohan Dhall as Chief Executive Officer and Mr. Satya Prakash Dangwal as Chief Financial Officer of the Company w.e.f. November 13, 2025. The Chief Executive Officer, Chief Financial Officer and the Company Secretary constitute the Key Managerial Personnel of the Company.

Compliance Certificate by Chief Financial Officer and Chief Executive Officer

The Board of Directors at its meeting held on May 14, 2026 took note of the Compliance Certificate duly signed by Mr. Chander Mohan Dhall - Chief Executive Officer & Mr. Satya Prakash Dangwal - Chief Financial Officer of the Company, that they have reviewed Financial Statements and Cash Flow Statement etc. for the financial year ended March 31, 2026 as per Regulation 17(8) read with Schedule II Part B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Such certificate is annexed with Corporate Governance Report for financial year 2025-26 and forms integral part of the Annual Report.

Performance evaluation

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for Performance of Directors. In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole.

Number of Meetings of the Board

The Board of Directors of the Company met five times during the year under review. The details of these Board Meetings are provided in the Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Deposits

Your Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Particulars of Loans, Guarantees and Investments

During the period under review there were no loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013.

Vigil Mechanism / Whistle Blower Mechanism

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower Policy is available on the website of the Company and whistle blower mechanism is reviewed regularly by the Audit Committee of the Company. There were Nil complaints recorded under Whistle Blower Mechanism during the year.

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report. A copy of the policy is uploaded on the Companys website at https://www.atlasbicycles. com/policies.htm

Risk Management

The Company has developed and implemented a Risk Management Policy to identify and mitigate key risks that may negatively impact the Company. It lays down broad guidelines for timely identification, and assessment of risks affecting the Company.

Your company is not among top 1000 listed companies determined on the basis of market capitalization and therefore it is not mandatory for the Company to have a Risk Management Committee.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not required.

A Policy on Material Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company https://www.atlasbicycles.com/policies.htm

All Related Party Transactions are placed before the Audit Committee on quarterly basis for its review. Omnibus approval was obtained on a yearly basis for transactions which are repetitive in nature subject to further approval in case actual transactions are found to be exceeding the omnibus approval. A statement giving details of all Related Party Transactions are placed before the Audit Committee on quarterly basis.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

Significant and material orders passed by the Regulators or Courts

During the financial year under review, there were no significant and material orders passed by the regulators or courts.

Transfer to Investor Education and Protection Fund (IEPF)

Dividends remaining unpaid or unclaimed for a period of 7 (seven) years s from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). Further, shares in respect of which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more are also liable to be transferred IEPF Authority. Members are requested to claim their dividends from the Company. The Members whose unclaimed dividends and/or shares have been transferred to IEPF, may contact the Company or RTA and submit the required documents for issue of Entitlement Letter.

All unclaimed/unpaid dividends for the financial year ended March 31, 2013, have been transferred to the Investor Education and Protection Fund. Further, no dividend has been declared by the Company after the said financial year requiring transfer of unpaid/unclaimed dividend as well as shares on which dividend remain unpaid/ unclaimed for a period of seven consecutive years to IEPF Account.

Corporate Governance

In terms of the provisions of Section C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has complied with the requirements of Corporate Governance and a Report on Corporate Governance together with certificate from the Companys Statutory Auditors confirming compliance, is set out in a statement, which forms part of this Annual Report.

Statutory Auditors and Auditors Report

M/s. Dinesh Nagru & Co., Chartered Accountants (FRN: 015003N) hold office of Statutory Auditors of the Company for five consecutive years from the conclusion of 71st Annual General Meeting (AGM) of Company till the conclusion of 76thAGM.

The qualifications or remarks in the Auditors Report read with Notes to financial statements are self-explanatory and statement on impact of audit qualifications on such qualifications are separately disclosed in this report.

Secretarial Auditor and Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Mukesh Arora & Company, a firm of Company Secretaries in Practice (Certificate of Practice Number: 4405) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2025-26 is annexed to this report and forms an integral part of this Report.

In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, Members of the Company at the 74th Annual General Meeting held on August 11, 2025 had approved appointment of M/s. Mukesh Arora & Co., (Company Secretaries) (Firm Registration No. S1999HR026200), Peer Reviewed Company Secretaries, as Secretarial Auditors of the Company for a period of five financial years commencing from Financial Year (FY 2025-26) until the conclusion of FY 2029-30.

The qualifications or remarks in the Secretarial Auditors Report are explained in the financial statements.

Cost Audit

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is not required to carry out audit of cost records relating to Bicycle Industry. Accordingly, your Company did not appoint Cost Auditor in this financial year.

Internal Control System and their adequacy

Your Company has a comprehensive and effective internal control and risk mitigation system, including internal financial control, for all the major processes, to ensure reliability of financial reporting, timely feedback on operational and strategic goals, compliance with policies, procedures, law and regulations, safeguarding of assets and economical and efficient use of resources. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Company actively reviews the adequacy of internal control systems and effectiveness of internal audit function.

Corporate Social Responsibility (CSR)

Requirements relating to Corporate Social Responsibilities as envisaged in Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable for the financial year under review.

Human Resource Development and Industrial Relation

Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every initiative and policy of the Company takes care of welfare of all its employees. The human resource development function of the Company is guided by a strong set of values and policies. The Company maintained healthy, cordial and harmonious industrial relations at all levels throughout the year.

Business Responsibility and Sustainability Report

The Business Sustainability and Responsibility Reporting as required by Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company for the financial year under review.

Personnel and Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

Particulars of the employees as required under section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of Boards Report for the financial year ended March 31, 2026 is annexed to this report and forms an integral part of this report (Annexure 2).

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

There were NIL cases of sexual harassment filed during the Financial Year.

Maternity Benefit

The Company complies with the applicable provisions of the Maternity Benefit Act, 1961. During the financial year under review, there were no female employees in the Company.

Listing of Companys Equity Share

Your Companys shares continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The annual listing Fee for the year 2026-27 has been paid to BSE and NSE within stipulated time.

Committees of the Board

The details of the Committees of the Board, viz., Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee constituted in compliance with the provisions of the Companies Act, 2013 (the Act) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report, forming part of this Annual Report.

Statutory Policies/Codes

In compliance with the various provisions of the Act and Listing Regulations, the Company has policies and codes as covered under Report of Corporate Governance.

Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2026 is given here below:

a) Conservation of energy

In view of closure of Sonepat unit and even unit situated at Sahibabad working at much below optimum level, the company could not do much on conservation of energy.

b) Technology absorption

In view of closure of Sonepat unit and even unit situated at Sahibabad working at much below optimum level, the company could not do much on technology absorption.

c) Foreign Exchange Earning and Outgo

Total foreign exchange earned: Nil Total foreign exchange used: Nil

Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings respectively.

Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 that:

I. In the preparation of the Annual Accounts for the year ended March 31 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 on March 3 1 , 2026 and of the loss o f the Company for the year ended on that date.

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, to the best of the knowledge and ability of the Directors.

IV. The Directors had prepared the Annual Accounts have been prepared 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 had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Controls

The Internal Financial Controls with reference to Financial Statements are found to be adequate by the Statutory Auditors of the Company.

Report on the highlights of performance of Subsidiary Companies, Joint Ventures, Associate Companies and their contribution to the overall performance of the Company

The Company did not have any subsidiary, associate company or joint venture during the year under review.

In view of above, report on the highlights of performance of its subsidiary companies, joint ventures, associate companies and their contribution to the overall performance of the Company is not required.

Details of Material Changes from the end of the financial year

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.

Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016

Following application is pending as at end of the year under review.

Name of Party	Amount in Rs. (Crores)	Remarks
Mr. Vikram Kapur	8.34	Pending at NCLT Chandigarh
Mr. Angad Kapur	2.17	Pending at NCLT Chandigarh

General

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise or any issue of any securities which carry a right or option to convert such securities into shares.

ii) Issue of shares (including sweat equity shares and Employees Stock Options Schemes) to employees of the Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

vi) Instance of one-time settlement with any Bank or Financial Institution.

vii) Statement of deviation or variation in connection with preferential issue.

Acknowledgement

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

		For and on behalf of Board of Directors Atlas
		Cycles (Haryana) Limited
	Kartik Roop Rai	Ishwar Das Chugh
Date: May 14, 2026	Director	Director
Place: Sahibabad	DIN: 06789287	DIN: 0073257