To,
The Members of Atishay Limited
The Board of Directors of your Company are pleased to present their Twenty Sixth (26 th
) Board report, on the business and operations of the Company together with the Standalone
Audited Financial Statements of the Company for the financial year ended March 31, 2026.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The summary of the Standalone performance is set out below:
(j in Lakhs)
| Particulars |
Year ended March 31, 2026 |
Year ended March 31,2025 |
| Total Income |
5796.12 |
5325.64 |
| Total expenses |
4833.02 |
4367.75 |
| Profit /(loss) before tax |
963.10 |
957.89 |
| Profit after tax for the year |
713.54 |
700.52 |
| Other comprehensive income |
10.58 |
3.89 |
| Total Comprehensive Income for the year |
724.12 |
704.41 |
2. REVIEW OF THE OPERATIONS OF THE COMPANY
During the financial year ended 31st March 2026, your Company has recorded total income
of H5796.12 as against H 5325.64 Lakhs during the previous financial year 2024-25. The
Profit before Tax amounted to H 963.10 Lakhs as against Profit before Tax to H 957.89
Lakhs in the previous year. The Net Profit for the year amounted to H713.54 lakhs as
against Net profit amounted to H 700.52 Lakhs reported in the previous year. The total
comprehensive income for the year under consideration remained at H724.12 lakhs as against
H 704.41 lakhs during the previous financial year 2024-25.
3. DIVIDEND
Keeping in mind the overall performance and outlook of your Company and earlier trend
of declaring dividend, the Board of Directors at their meeting held on April 24, 2026, has
recommended dividend of H 1/- (Rupee One) per equity share (i.e. 10 %) of face value
H10.00 (Rupees Ten only) each on the equity shares of the Company for the financial year
2025-26, subject to the approval of shareholders at the ensuing Annual General Meeting and
subject to the TDS as may be applicable. The dividend will be paid to those members whose
names appear in the Company's register of members and to those persons
whose names appear as beneficial owners as per the details to be furnished by National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited as on
the date of cut off date i.e. Tuesday, May 19, 2026 and shall be paid with in the period
of 30 days from the date of declaration at the Annual General Meeting.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS)
from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961.
The Company has fixed Tuesday, 19th May, 2026 as the Record Date for the purpose of
determining the eligibility of members to attend and vote at the 26th Annual General
Meeting (AGM) and to receive dividend for the financial year 2025-26, if approved at the
AGM.
4. AWARDS
Your directors are pleased to inform that your Company has received various awards and
recognitions. For more details, kindly refer ' Awards & Recognitions ' section
forming part of this Annual Report.
5. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis for the year under review as stipulated under
the SEBI (LODR) Regulations, 2015 forming part of this Annual Report.
6. TRANSFER TO RESERVE
Your directors proposed to transfer H428.12 Lakhs to the General Reserves out of the
profits available with the Company for appropriations.
7. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as
applicable for the year under review, forms part of this Annual Report.
8. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there is no change in the nature of business of the
Company.
9. SHARE CAPITAL
a) CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY
During the period under review, there have been no changes in the Authorized Share
Capital of the Company. The Authorised Share capital stand at
H15,00,00,000/-(Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty
Lakhs only) equity shares with a face value of Rs.10/- each.
During the period under review, the Company has allotted 50,250 (Fifty Thousand Two
Hundred and Fifty) equity shares of face value Rs. 10/- (Rupees Ten only) each to eligible
employees of the Company, pursuant to the exercise of stock options granted under the
Atishay Limited Employee Stock Option Plan, 2020 (AL-ESOP 2020) ("ESOP Scheme").
Consequently, the paid-up equity share capital of the Company has increased from
H10,98,13,330/- (Ten Crores Ninety-Eight Lakhs Thirteen Thousand Three Hundred Thirty
Only) to H11,03,15,830/- (Eleven Crores Three Lakhs Fifteen Thousand Eight Hundred Thirty
Only), divided into 1,10,31,583 (One Crore Ten Lakh Thirty-One Thousand Five Hundred
Eighty-Three) equity shares of H10/- each.
b) STATUS OF SHARES IN DEMAT FORM
As the members are aware, the Company's shares are compulsorily tradable in electronic
form. As on March 31,2026, the Company has total 11,0,31,583 paid up equity shares. The
details of the dematerialized and physical shares are as under:
| Sr. No. |
Capital Details |
No. of shares |
%of Total issued Capital |
| 1 |
Held in dematerialized form in CDSL |
3067507 |
27.81 |
| 2 |
Held in dematerialized form in NSDL. |
7964075 |
72.19 |
| 3. |
Physical |
1 |
0.00 |
|
Total |
11031583 |
100.00 |
c) EMPLOYEE STOCK OPTION PLAN 2020'
During the financial year 2020-21, pursuant to the approval of the shareholders by way
of Postal ballot on December 23, 2020, the Company had approved / adopted Atishay Limited
- Employee Stock Option Plan 2020 '(or 'AL-ESOP 2020'), under which eligible employees are
granted an option to purchase shares subject to vesting conditions. Such AL- ESOP 2020'
enable the Company to attract and retain the appropriate talent, motivate the employees
with reward opportunities, create a sense of ownership amongst them, and promote increased
participation by them in the growth of the Company. The Company has approved ESOP schemes
for options not exceeding 10,00,000 (Ten Lakhs) equity shares
of the face value of H10/-(Rupees Ten only) each at such price or prices, and on such
terms and conditions, as may be determined by the Board in accordance with the provisions
of AL ESOP-2020 and in due compliance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and other applicable
laws, rules and regulations.
During the period under review, the Company has allotted 50,250 equity shares of
face value H 10/- each to eligible employees pursuant to the exercise of stock
options under the Atishay Limited Employee Stock Option Plan, 2020 (AL-ESOP 2020).
The disclosures as required under Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 is attached to this report as Annexure
1 and is also available on the Company's website viz., URL: https://atishay.com/esop-scheme-and-
esop-disclosures/
Please refer note No 36 of Notes forming part of Standalone Financial Statements
for further disclosures on ESOPs. The Company does not have any scheme to fund its
employees for the purchase of shares of the Company.
Your Company has received the certificate from the Secretarial Auditor of the Company
certifying that the ESOP scheme is implemented in accordance with the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
and is in accordance with the resolution passed by the members of the Company. The
certificate would be placed at the Annual General Meeting for inspection by members.
The AL-ESOP 2020 complies with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and there have been no material
changes to this plan during the financial year 2025-26.
10. GENERAL DISCLOSURES
During the year under review, the Company has not entered
into any transactions which covered under the following
provisions and no disclosure or reporting is required.
1. Details relating to deposits covered under Chapter V of the Act and rules made there
under.
2. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares with differential rights as to dividend, voting or
otherwise.
3. As per Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has issued equity shares to eligible employees pursuant to the exercise of stock
options under the Atishay Limited Employee Stock Option Plan, 2020 (AL-ESOP 2020) during
the period under review. However, the Company has not issued any sweat equity shares
during the year.
4. As per rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, there
are no voting rights exercised directly or indirectly by the employees in respect of
shares held by them. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
5. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the Company's going concern status and operations in future.
6. No fraud has been reported by the Auditors to the Audit Committee or the Board.
7. There is no amount of unpaid/unclaimed dividend and shares which are required to be
transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the
Companies Act, 2013.
8. There is no Corporate Insolvency Resolution Process initiated by and against the
Company under the Insolvency and Bankruptcy Code, 2016 (IBC).
9. There is no one time settlement of loans taken from banks and financial Institution.
10. The details with respect to unpaid dividend for the financial year 2018-19,
2020-21, 2023-24 and 202425 can be accessed at https://www.atishay.com/ dividend-information/
11. The Company is in compliance with the provisions of the Maternity Benefit Act, 1961
and has implemented appropriate policies and practices to ensure maternity benefits to
eligible women employees in accordance with the applicable law.
11. MATERIAL CHANGES AND COMMITMENTS, 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
During the year under review and as on the date of report, there have been no material
changes and commitments made which would affect the financial position of the Company.
12. HUMAN RESOURCE MANAGEMENT
Our people continue to be our most valuable asset, and the Company remains committed to
attracting and retaining high-quality talent. During FY 2025-26, focused efforts were made
towards strengthening employee engagement, enhancing workforce stability, and fostering a
more transparent, collaborative, and participative organizational culture. In line with
this commitment, the Company introduced employee-centric initiatives, strengthened
communication and feedback mechanisms, and placed greater emphasis on improving overall
employee experience. These efforts have contributed to improved retention and a more
stable workforce during the year. The Company continues to support career development,
capability building, and organizational effectiveness through its learning and development
initiatives. Atishay Limited's multidisciplinary workforce remains committed to
operational excellence and adherence to high standards of quality, integrity, and
professionalism.
The Company believes that continued focus on its people will remain a key pillar in
supporting long-term growth and sustainability.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the period under review, your Company has not granted any loans, guarantees or
made any investments under Section 186 of the Companies Act, 2013 and rule made there
under.
14. AUDITORS AND AUDITOR'S REPORT
a. STATUTORY AUDITORS:
At the Twenty Second Annual General Meeting of the Company, the members of the Company
has approved and re-appointed M/s B.M Parekh & Co., Chartered Accountants, Mumbai (Registration
no. 107448W), as Statutory Auditors of the Company, to hold such office for a period of 5
(five) years from the conclusion of the Twenty Second Annual General Meeting of the
Company till the conclusion of the Twenty Seventh Annual General Meeting of the Company,
in terms of the applicable provisions of Section139(1) of the Act read with the Companies
(Audit and Auditors) Rules, 2014.
M/s B. M Parekh & Co., Chartered Accountants ,
have audited the books of accounts of the Company for the financial year ended March
31, 2026 and have issued the Auditor's Report there on. There are no qualifications or
reservations or adverse remarks or disclaimers in the said report. Further, no fraud has
been reported by the Auditors to the Audit Committee or the Board during the period under
review.
The Auditor's Report, read together with the notes on financial statements are
self-explanatory and hence do not call for any further comments under section 134 of the
Act.
The Company has obtained a certificate of independence and eligibility for their
appointment as Statutory Auditors and the same are within the limits as specified in
section 141 of the Companies Act, 2013 and have also confirmed that they are not
disqualified for re-appointment.
b. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS
Your Company does not fall within the scope of Section 148(1) of the Companies Act,
2013 and therefore does not require to maintain cost records as specified by the Central
Government.
c. SECRETARIAL AUDITORS
In compliance with the provisions of Section 204 and other applicable provisions of the
Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of
Directors, based on the recommendation of the Audit Committee, at its meeting held on
April 29, 2025, approved the appointment of M/s. NILESH A. PRADHAN & CO. LLP ,
Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of
five (5) consecutive financial years commencing from 1st April, 2025 to 31st March, 2030,
which was subsequently approved by the shareholders at the Annual General Meeting of the
Company held on June 10, 2025.
The Company has obtained a consent and eligibility letter from the firm, confirming its
compliance with the eligibility criteria prescribed under the Companies Act, 2013 and SEBI
LODR Regulations. The firm holds a valid Peer Review Certificate issued by the Institute
of Company Secretaries of India (ICSI). They have also confirmed that they are not
disqualified from being appointed and have no conflict of interest. Further, they have
declared that they have not undertaken any prohibited non secretarial audit assignments
for the Company, in compliance with Section 204 of the Companies Act, 2013 and the rules
made thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable provisions. Further, the firm has the
necessary qualifications, expertise, and experience to carry out the Secretarial Audit and
to
issue the Annual Secretarial Compliance Report in accordance with applicable laws.
Further, Secretarial Audit Report for the financial year 2025-26 as issued by CS
Prajakta V Padhye, Practicing Company Secretary, Partner of M/s Nilesh A. Pradhan &
Co., LLP, Company Secretaries, Mumbai (Membership No. FCS 7478; CP No 7891) in Form
MR-3 is annexed to the Board's Report as Annexure- 2 which is self-explanatory
and do not call for any further explanation of the Board.
d. INTERNAL AUDITORS
In accordance with the provisions of Section 138 of the Companies Act, 2013, M/s.
Briska & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No.
000780C), were appointed as the Internal Auditors of the Company for carrying out internal
audit activities for the financial year 2025-26. The Internal Audit Report for the said
financial year, submitted by the firm, was presented before the Audit Committee and the
Board at their meetings held on April 24, 2026. The report, along with management
responses, was duly reviewed to ensure timely implementation of recommendations and
strengthening of the Company's internal control framework.
Further, in accordance with the provisions of Section 138 of the Companies Act, 2013,
and based on the recommendation of the Audit Committee, the Board of Directors at its
meeting held on April 24, 2026, approved the appointment of M/s. B.B. Gagrani & Co.,
Chartered Accountants, Bhopal (ICAI Firm Registration No. 001386C), as the Internal
Auditors of the Company for the financial year 2026-27. The Company has obtained consent
and eligibility confirmation from the said firm. The firm has been entrusted with the
responsibility to conduct internal audit and provide independent assurance on the adequacy
and effectiveness of internal controls, risk management systems, and governance processes.
e. SECRETARIAL STANDARDS
Pursuant to Section 205 of the Act, the Company complies with the applicable
Secretarial Standards as mandated by the Institute of Company Secretaries of India
('ICSI') to ensure compliance with all the applicable provisions read together with the
relevant circulars issued by MCA during pandemic.
15. ANNUAL RETURN
The Company has prepared its Annual Return as on 31st
March 2026 in Form MGT-7. The said return will be placed
on the Company's website for public access at https://
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo
pursuant to provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8
of Companies (Account) Rules, 2014 are as below:
Particulars Comments
No.
(A) Conservation of energy Since the Company does not own any manufacturing, the
(i) The steps taken or impact on conservation of Operations of the Company are not
energy intensive. However,
energy the Company always focuses on conservation of energy, wherever
(ii) The steps taken by the Company for utilizing possible and we always continue to
believe in the philosophy
alternate sources of of Energy saved is Energy produced, adequate measures
(iii) The capital investment on energy conservation commensurate with the business
operations have been taken to
equipment's reduce and conserve the energy consumption by utilizing energy
efficient equipment whenever required.
(B) Technology absorption
(i) The efforts made towards technology absorption
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution;
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year):
a) The details of technology imported;
b) the year of import;
c) whether the technology beenfullyabsorbed;
d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and
(iv) The expenditure incurred on Research and Development
(C) Foreign Exchange Earning and Outgo
(i) The foreign exchange earned in terms of actual Inflow: NIL inflows during the year
and the foreign exchange Outflow: NIL outgo during the year in terms of actual outflows.
The Company uses latest technology and equipments in its business. Further the Company
is not engaged in any manufacturing activity.
17. a) DETAILS OF THE BOARD OF DIRECTORS AND KEYMANAGERIALPERSONNEL (KMPs) OF THE
COMPANY
As on March 31, 2026, the Company Board comprises of 6 (Six) Directors, of whom 2 (Two)
were Executive Directors, 3 (Three) were Non-Executive -Independent Directors and 1 (One)
was a Non-Executive -Woman Director.
| Sr. No. |
Name of Board of Directors/KMPs |
Original date of Appointment |
Designation |
Category |
DIN |
| 1 |
Mr. Akhilesh Jain |
30/03/2000 |
Chairman and Managing Director |
Executive |
00039927 |
| 2 |
Mrs. Rekha Jain |
30/03/2000 |
Director |
Non-Executive |
00039939 |
| 3 |
Mr. Archit Jain |
01/02/2013 |
Whole-time Director |
Executive |
06363647 |
| 4 |
Mr. Arun Shrivastava |
31/10/2019 |
Independent Director |
Non-Executive |
06640892 |
| 5 |
Mr. Ajay Mujumdar |
11/12/2016 |
Independent Director |
Non-Executive |
00628327 |
| 6 |
Mr. Rajendra Saxena |
10/05/2024 |
Independent Director |
Non-Executive |
10485612 |
| 7 |
Mr. Arjun Singh Dangi |
27/05/2016 |
Chief financial officer |
- |
BDDPD3306H |
| 8 |
Mrs. Sambedna Jain |
22/01/2024 |
Company Secretary & Compliance officer |
- |
AOGPJ6174B |
b) DIRECTORS SEEKING APPOINTMENT/ REAPPOINTMENT/ CHANGES
RETIRE BY ROTATION
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Rekha Jain,
(DIN: 00039939) Director of the Company will retire by rotation and being eligible, offer
herself for reappointment at the ensuing Annual General Meeting of the Company.
c) PARTICULARS OF CHANGE IN THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
DURING THE YEAR AND AS ON DATE OF THE BOARD REPORT.
As on March 31, 2026, there were no changes in the composition of the Board of
Directors of the Company .
However, subsequent to the close of the financial year and up to the date of this
Report, based on the recommendation of the Nomination and Remuneration Committee at its
meeting held on April 23, 2026, the Board of Directors at its meeting held on April 24,
2026, has approved the following appointments, subject to the approval of the shareholders
at the ensuing General Meeting:
1. Mr. Sanjay Gupta (DIN: 00371317) has
been appointed as an Additional Director in the category of Non-Executive Independent
Director of the Company with effect from April 24, 2026, to hold office up to the date of
the ensuing Annual General Meeting. Subject to the approval of the members in the ensuing
Annual General Meeting, he is proposed to be appointed as an Independent Director for a
term of 3 (Three) consecutive years from April 24, 2026 to April 23, 2029, not liable to
retire by rotation.
2. Mr. Atishay Jain (DIN: 07176829) has been appointed as an Additional Director
in the category of Executive Director with effect from April 24, 2026, liable to retire by
rotation, to hold office up to the date of the ensuing Annual General Meeting. Subject to
the approval of the members in the ensuing Annual General Meeting, he is proposed to be
appointed as a Whole-time Director and designated as Key Managerial Personnel of the
Company for a term of 5 (Five) years from April 24, 2026 to April 23, 2031. The Company
has received from Mr. Atishay Jain his consent to act as Director in Form DIR-2,
declaration of non-disqualification under Section 164 of the Companies Act, 2013,
disclosure of interest, and confirmation that he is not debarred from holding the office
of
Director by virtue of any order passed by the Securities and Exchange Board of India or
any other authority.
18. INDEPENDENT DIRECTORS AND THEIR DECLARATION
As on March 31, 2026, the Company has 3 (three) Non-Executive Independent Directors, in
compliance with the requirements of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act, 2013. The terms and conditions of
appointment of the Independent Directors are placed on the website at the following web
link : https://atishay. com/wp-content/uploads/2024/12/Terms-Condition-of-
Appintment-of-Director.pdf
All the Independent Directors have confirmed that they meet the criteria as mentioned
under Regulation 16(1) of the SEBI (LODR), Regulations, 2015 read with Section 149 (6) of
the Companies Act, 2013. As per the SEBI (LODR), Regulations 25 (8) states that every
Independent Director, at the first meeting of the Board in which he participates as a
Director and thereafter at the first meeting of the Board in every financial year, or
whenever there is any change in the circumstances which may affect his status as an
independent director, submit a declaration that he meets the criteria of independence as
provided in clause of sub - regulation (1) of regulation 16 and that he is not aware of
any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact his ability to discharge his duties with an objective independent
judgment and without any external influence and the board of directors of the company
shall take on record the declaration and confirmation submitted by the independent
director under sub-regulation (8) after undertaking due assessment of the veracity of the
same.
In adherence to the Code of Independent Directors as prescribed under Schedule IV of
the Companies Act, 2013, separate meetings of the Independent Directors were held on
October 15, 2025. The Independent Directors, inter alia, discussed recent SEBI circulars,
reviewed the familiarization programme for Independent Directors, and deliberated on the
corporate governance practices of the Company along with suggestions for further
strengthening governance standards.
The Independent Directors evaluated the performance of the Non-Independent Directors
and the Board as a whole, assessed the performance of the Chairperson of the Company,
taking into account the views of the Executive and Non-Executive Directors, and evaluated
the quality, quantity and timeliness of the flow of information between the Company's
management and the Board.
The meetings were conducted without the presence of any Executive or Non-Executive
Directors, and the requisite quorum was present throughout the meetings.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience (Including the proficiency of the independent director as ascertained from
the online proficiency self-assessment test conducted by the Indian Institute of Corporate
Affairs notified under sub-section (1) of section 150 of the Companies Act, 2013 and are
the persons of high integrity and repute. They fulfill the conditions specified in the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made there under and
are independent of the management.
The Independent Directors as on March 31, 2026, have registered their names in the data
bank maintained with the Indian Institute of Corporate Affairs. As per the proviso to Rule
6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the
Independent Directors of the Company have passed or are exempted from undertaking the
online proficiency self-assessment test. These confirmations have been placed before the
Board.
None of the Independent Directors hold office as an Independent Director in more than
seven listed companies as stipulated under Regulation 17A of the Listing Regulations. The
maximum tenure of Independent Directors is determined in accordance with the Act and rules
made there under, in this regard, from time to time.
19. BOARD EVALUATION
Pursuant to the provisions of Section 134(3)(p) read with Section 149(8) of the
Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has carried out an annual
performance evaluation of the Board, its Committees and individual Directors.
The Nomination and Remuneration Committee has laid down the criteria and framework for
evaluation of the performance of the Board, its Committees and individual Directors,
including Independent Directors. The evaluation was conducted through a structured
questionnaire covering various aspects such as composition of the Board, effectiveness of
Board processes, quality of participation, strategic guidance, risk management, and
independence of Directors.
The evaluation of the Board as a whole, its Committees and individual Directors was
carried out in accordance with the aforesaid framework. The performance of the Independent
Directors was evaluated by the entire Board, excluding the Director being evaluated.
Further,
the Independent Directors has reviewed the performance of the Non-Independent
Directors, the Board as a whole and the Chairperson of the Company, and assessed the
quality, quantity and timeliness of the flow of information between the Company's
management and the Board.
The Directors expressed their satisfaction with the evaluation process and outcome. The
Board also noted the recommendations and suggestions for improvement and will take
appropriate steps to further strengthen the effectiveness of the Board and its Committees.
20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
At the time of appointment of an Independent Director, the Company issues a formal
letter of appointment outlining his/her role, function, duties, and responsibilities.
Furthermore, in accordance with the requirements of SEBI (LODR)Regulations, 2015, the
Company also organizes a familiarization programme for the Independent Directors to
enlighten them about the Company, their roles, rights, and responsibilities within the
Company, the nature of the industry in which the Company operates, and the business model
of the Company, among other aspects. Periodic presentations are made to the Board and
Board Committee meetings on business and performance updates of the Company, business
strategy, and associated risks. Quarterly updates on relevant statutory changes and
judicial pronouncements, encompassing important amendments, are provided to the Directors.
All details necessary for Independent Directors to familiarize themselves with the
business and culture of the Company, including the details of such programmes imparted to
them, are available on the Company's website and can be accessed at the following weblink:
https://atishay.com/wp-content/uploads/2026/02/ Familirisation-Progarm.pdf
21. CONSTITUTION OF THE BOARD OF DIRECTORS AND THEIR MEETINGS AS ON MARCH 31, 2026
a) Constitution of the Board
The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR)
Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company's policy is to
maintain optimum combination of Executive and Non-Executive Directors. As on March 31,
2026, the Board of Directors of the Company comprised 6 (Six) Directors, of whom 2 (Two)
were Executive Directors, 3 (Three) were Non-Executive Independent Directors, and 1 (One)
was a Non-Executive Woman Director.
Mr. Akhilesh Jain, Chairman & Managing Director, Mr. Archit Jain, Whole-time
Director and Mrs. Rekha Jain, Director of the Company are the Promoters of the Company.
The members of the Board are highly qualified and having varied experience in their
respective field and they assist the Board to discharge their functions from time to time.
b) Meetings of the Board
The Company prepares the schedule of the Board Meeting in advance to assist the
Directors in scheduling their programme. The agenda of the meeting is circulated to the
members of the Board well in advance along with necessary papers, reports, recommendations
and supporting documents so that each Board member can actively participate on agenda
items during the meeting.
The Board met 4 (four) times during the financial year 2025-26 namely on April
29, 2025, July 09, 2025, October 16, 2025 and January 19, 2026. The gap between two
meetings did not exceed 120 days in accordance with the Companies Act, 2013, and the SEBI
(LODR) Regulations, 2015. Details regarding the attendance of Directors in the meetings of
Board and the previous Annual General Meeting has been included in the Corporate
Governance Report which is forming part of this Annual Report.
c) Information available for the members of the Board
The Board has complete access to any information within the Company. The Company has
provided inter alia following information:
?€? Financial results of the Company;
?€? Minutes of meetings of the Board, Committees;
?€? Periodic compliance reports which includes non-compliance, if any;
?€? Disclosures received from Directors;
?€? Related party transactions;
?€? Regular business updates;
?€? Report on action taken on last Board
Meeting decisions;
?€? Various Policies of the Board;
?€? Code of Conduct for the members of the Board;
?€? Discussion with the Auditors and the audit committee members.
22. GOVERNANCE CODES
a) Code of Business Conduct & Ethics
The Company has adopted a Code of Conduct for the Board of Directors and Senior
Management Personnel ("the Code"), which is also applicable to all employees of
the Company. The Code lays down the principles of integrity, honesty, ethical conduct, and
fairness, and requires all concerned persons to maintain the highest standards of
professionalism, courtesy, and accountability in the discharge of their duties.
The Code is aligned with the applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, including amendments thereto from time to
time. The Code has been duly approved by the Board and is available on the Company's
website at https://atishay.com/ wp-content/uploads/2025/05/Code-of-conduct-of-
Board-of-Directors-SM.pdf
All members of the Board and the Senior Management team are required to affirm
compliance with the Code on an annual basis. The Code has been duly circulated among the
Directors and members of the Senior Management, and annual declarations confirming
compliance are obtained from them. A declaration to this effect, signed by the Managing
Director, forms part of this Annual Report.
Furthermore, as on March 31, 2026, members of the Senior Management also give
disclosure periodically to the Board related to any material, financial, or commercial
transactions in which they may have a personal interest and which could potentially
conflict with the interests of the Company.
b) Conflict of Interests
Each Director informs the Company on an annual basis about the Board and Committee
positions held by him/ her in other companies, including Chairmanships, and notifies the
Company of any changes during the year.
While discharging their duties, the members of the Board avoid any conflict of interest
in the decision making process. They also recuse themselves from discussions and voting on
any transactions in which they have a concern or interest.
c) Code of Conduct for Prevention of Insider Trading
In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time ("PIT Regulations"), the Company has formulated and
adopted a comprehensive Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI), including the policy for determination
of legitimate purpose, as well as a Code of Conduct for Regulating, Monitoring and
Reporting of Trading by Designated Persons ("the Code").
The Code is applicable to all insiders of the Company, including Directors, Designated
Persons and their immediate relatives, connected persons, fiduciaries and intermediaries.
It lays down the procedures for preservation of UPSI and regulates trading in the
Company's securities.
The Code has been made effective from the date of listing of the Equity Shares of the
Company on a recognised stock exchange in India. The Company Secretary has been designated
as the Compliance Officer for monitoring adherence to the PIT Regulations and
implementation of the Code.
The Company has established a structured compliance framework which, inter alia,
includes closure of the trading window during periods when UPSI is available and a
pre-clearance mechanism for trading in the Company's securities by Designated Persons, in
accordance with the PIT Regulations.
During the financial year ended March 31, 2026, there were no instances of violation of
the PIT Regulations. The Company has complied with all applicable provisions of the said
Regulations, and a status report on compliance is placed before the Board of Directors on
a quarterly basis.
For detailed information, stakeholders may refer to the policies available on the
Company's website at the following links:
- https://atishay.com/wp-content/ uploads/2024/12/Code-of-Conduct-
Insider-Trading.pdf
- https://atishay.com/wp-content/ uploads/2024/12/ATISHAY-CODE-OF-
PRACTICES-AND-PROCEDURES-FOR- FAIR-DISCLOSURE.pdf
23. COMMITTEES OF THE BOARD AS ON MACRH 31, 2026
The Board of Directors has constituted various mandatory and other Committees to focus
on specific areas of the Company's operations and governance, which require detailed
review and oversight. These Committees are constituted with the approval of the Board and
function in accordance with their respective charters and applicable statutory provisions.
The Committees play a vital role in strengthening the governance framework and assist
the Board in the effective management of the Company's affairs. They meet at regular
intervals and take necessary actions in line with the powers delegated by the Board.
The minutes of the meetings of the Committees are placed before the Board for its
noting and review.
During the year under review, the Company has the following Committees of the Board:
MANDATORY COMMITTEES
a) AUDIT COMMITTEE
The Audit Committee was constituted by our Board in accordance with Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The
composition, quorum, terms of reference, functions, powers, roles and scope are in
accordance with Section 177 of the Companies Act, 2013 and the Regulation 18 of the
SEBI(LODR) Regulations, 2015. The Audit Committee was constituted on June 23, 2014 and
further
reconstituted on May 10, 2024 and July 16, 2024.
As on March 31, 2026, the Audit Committee of the Company comprised three Non-Executive
Independent Directors and one Whole-time Director. Mr. Rajendra Saxena, Non-Executive
Independent Director, served as the Chairman of the Committee, and Mr. Arun Shrivastava,
Mr. Ajay Mujumdar, and Mr. Archit Jain were the members.
All members of the Committee are financially literate and possess the requisite
expertise in financial and accounting matters.
The composition of the Audit Committee is as follows:
| Sr. No. |
Name of Committee Members |
Designation |
Category |
| 1 |
Mr. Rajendra Saxena |
Chairman |
Non-Executive- Independent Director |
| 2 |
Mr. Arun Shrivastava |
Member |
Non-Executive- Independent Director |
| 3 |
Mr. Ajay Mujumdar |
Member |
Non-Executive- Independent Director |
| 4 |
Mr. Archit Jain |
Member |
Executive- Whole-time Director |
In addition to the members of the Audit Committee, the Statutory Auditors, Chief
Financial Officer, and
Internal Auditors are invited to attend the meetings of the Committee, as and when
required. The Company Secretary acts as the Secretary to the Committee.
Further details with respect to the composition, terms of reference, powers, duties and
responsibilities of the Audit Committee, along with details of meetings held and
attendance of members, are provided in the Corporate Governance Report forming part of
this Annual Report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND
EMPLOYEES
The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy in
accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The policy aims to promote
ethical conduct and ensure that the affairs of the Company are conducted in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behaviour.
The Vigil Mechanism provides a framework for all employees of the Company to report
concerns regarding unethical behaviour, actual or suspected fraud, or violation of the
Code of Conduct. The mechanism also provides for adequate safeguards against victimization
of employees who avail of this facility and ensures confidentiality of disclosures. In
appropriate or exceptional cases, direct access to the Chairperson of the Audit Committee
is also available.
During the financial year ended March 31, 2026, no Vigil/whistle blower complaints were
received by the Company. A status report in this regard is placed before the Audit
Committee and the Board of Directors on a quarterly basis.
The said policy is available on the website of the Company at the following weblink:
https:// atishay.com/wp-content/uploads/2024/12/Vigil- mechanism-Policv.pdf
b) STAKEHOLDER/INVESTORRELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has constituted the Stakeholders' Relationship Committee
(also referred to as Investors Grievance Committee) on June 23, 2014,
which was subsequently reconstituted on June 20, 2019 and July 16, 2024.
The Committee is primarily responsible for overseeing and ensuring the effective
redressal of shareholders' and investors' grievances. Its scope includes matters relating
to transfer and transmission of shares, non-receipt of annual reports, non-receipt of
declared dividends, payment of unclaimed dividends and other related matters. The
Committee also reviews measures taken for enhancing the quality of investor services and
strengthening investor relations.
The Board of Directors is kept informed of significant developments relating to
investor grievances through periodic reports placed before it during the year. Further, a
status report on investor complaints received from MUFG Intime India Private Limited, the
Registrar and Transfer Agent, is placed before the Committee on a quarterly basis.
During the year under review, the Company has not received any investor complaints .
As on March 31, 2026, the Stakeholders' Relationship Committee comprised three
Directors. Mr. Arun Shrivastava, Non-Executive Independent Director, is the Chairman of
the Committee, and Mr. Ajay Mujumdar and Mrs. Rekha Jain are the Members.
The composition of the Stakeholders' Relationship and Investors Grievances Committee is
as follows:
| Sr. No. |
Members of the Committee |
Designation |
Category |
| 1 |
Mr. Arun Shrivastava |
Chairman |
Non-Executive -Independent Director |
| 2 |
Mr. Ajay Mujumdar |
Member |
Non-Executive -Independent Director |
| 3 |
Mrs. Rekha Jain |
Member |
Non-Executive Director |
| Mrs. |
Sambedna |
Jain, act as |
the secretary to |
the committee.
Furthermore, the other details such as composition of committee, terms of reference,
powers, duties & Responsibilities, meeting and attendance records are included in the
Corporate Governance Report which forms part of this Annual Report.
DETAILS OF INVESTOR'S REQUESTS/COMPLAINTS REPORT FOR THE PERIOD APRIL 01, 2025 TO
MARCH 31, 2026 ARE GIVEN BELOW:
During the financial year 2025-26, the Company has not received any investors
complaints. Members may contact the Company Secretary of the Company for their queries or
concerns, using the contact details provided under the "Shareholders'
Information" section of this report.
| Sr. No |
Nature of Requests/Complaints |
Opening balance |
Complaints Received |
Total |
Redressed |
pending |
| 1 |
Delay in transfer of shares |
- |
- |
- |
- |
- |
| 2 |
Delay/ non receipt of Annual Reports |
- |
- |
- |
- |
- |
| 3 |
Delay/non-receipts in issue of duplicate shares |
- |
- |
- |
- |
- |
| 4 |
Delay/non-updating of clients information in record |
- |
- |
- |
- |
- |
| 5 |
Non-receipt of shares/ dividends/rights/ |
- |
- |
- |
- |
- |
| 0 |
NIL Complaint Received |
|
|
0 |
0 |
0 |
c) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee ("NRC") has been constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and same
has been reconstituted by the Board at its meeting held on May 10, 2024 and July 16, 2024.
The Board has, on the recommendation of the NRC, approved a Nomination and Remuneration
Policy for Directors, Key Managerial Personnel and Senior Management Personnel. The
Committee is of the view that effective succession planning for senior leadership is
critical for building a sustainable and future-ready organisation. Accordingly, the
Committee follows a structured and rigorous process for selection and appointment of
Directors and senior management personnel, in line with the principles of Board diversity
and merit-based evaluation.
As on March 31, 2026, the Nomination and Remuneration Committee comprises three
Non-Executive Independent Directors and one Non-Executive Director. Mr. Ajay Mujumdar,
Non-Executive Independent Director, serves as the Chairman of the Committee, and Mr. Arun
Shrivastava, Mr. Rajendra Saxena, and Mrs. Rekha Jain are the Members.
The composition of the Nomination and Remuneration Committee are stated below:
| Sr. No. |
Members of the Committee |
Designation |
Category |
| 1 |
Mr. Ajay Mujumdar |
Chairman |
Non -Executive -Independent Director |
| 2 |
Mr. Arun Shrivastava |
Member |
Non -Executive -Independent Director |
| 3 |
Mr. Rajendra Saxena |
Member |
Non -Executive -Independent Director |
| 4 |
Mrs. Rekha Jain |
Member |
Non -Executive Director |
Mrs. Sambedna Jain, Company Secretary, acts as the Secretary to the Committee
Furthermore, the other details such as composition of committee, terms of reference,
powers, duties & Responsibilities, meeting and attendance records are included in the
Corporate Governance Report which forms part of this Annual Report.
COMPANY'S POLICY ON REMUNERATION OF DIRECTORS, KMPS AND OTHER EMPLOYEES
The Nomination and Remuneration policy was adopted by the Board on the recommendation
of Nomination & Remuneration Committee. The Policy outlines the remuneration framework
for Directors, KMPs, and other employees, including criteria for determining
qualifications, positive attributes, independence of a Director, and other matters as
provided under sub-section (3) of section 178 of the Companies Act, 2013.The Policy is
available on the website of the Company at the following web link: https://atishay.com/wp-content/uploads/2024/12/
Nomination-and-Remuneration-Policy.pdf
MECHANISM FOR EVALUATION OF BOARD, COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee and the Board of Directors have laid down a
framework for the formal annual evaluation of the performance of the Board, its
Committees, the Chairperson and individual Directors.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a structured questionnaire was devised,
taking into account various aspects such as the composition of the Board and its
Committees, effectiveness of Board processes, governance practices, culture, execution of
duties and overall performance.
The evaluation process was carried out by the Directors through the aforesaid
structured questionnaire, with specific focus on the performance and effective functioning
of the Board, its Committees and individual Directors, including assessment of
independence as per the applicable SEBI Regulations. Directors who were subject to
evaluation did not participate in the evaluation of their own performance.
The Independent Directors of the Company evaluated the performance of the
Non-Independent Directors, the Board as a whole and the Chairperson of the Company .
The outcome of the evaluation was reviewed by the Nomination and Remuneration Committee
and subsequently noted by the Board of Directors. The Board expressed its satisfaction
with the evaluation process and its results, and noted that the same is in compliance with
the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The
overall performance of the Board, the Chairman, and the Independent Directors has been
rated as excellent.
The Company's governance practices are strong and the leadership has effectively
contributed to Atishay Limited's sustained growth and compliance.
d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Corporate Social Responsibility (CSR) reflects the Company's commitment towards
improving the
quality of life of the community and society at large, while contributing to
sustainable development and environmental well-being. The Company endeavours to conduct
its business in a manner that creates long-term value for all stakeholders and positively
impacts society.
In accordance with the provisions of Section 135 of the Companies Act, 2013, the
Company has constituted a Corporate Social Responsibility (CSR) Committee.
As on March 31, 2026, the CSR Committee comprises three (3) Directors. Mr. Archit Jain,
Whole-time Director, serves as the Chairman of the Committee, and Mrs. Rekha Jain and Mr.
Ajay Mujumdar are the Members. Mrs. Sambedna Jain, Company Secretary, acts as the
Secretary to the Committee.
The Composition of the CSR Committee are stated below-:
| Sr. No. |
Members of the Committee |
Designation |
Category |
| 1 |
Mr. Archit Jain |
Chairman |
Executive -Whole-time Director |
| 2 |
Mrs. Rekha Jain |
Member |
Non -Executive - Director |
| 3 |
Mr. Ajay Mujumdar |
Member |
Non -Executive -Independent Director |
The CSR Policy of the Company has been formulated and approved by the Board on the
recommendation of the CSR Committee and is available on the Company's website at
https://atishav.com/wp- content/uploads/2024/12/CSR-Policv.pdf
The Company has also hosted the details of CSR Committee, composition and CSR
initiatives on its website in compliance with Regulation 46 of the SEBI (LODR)
Regulations, 2015, which can be accessed at:
?€? https://atishay.com/regulation-46/#
?€? https://dimgrey-eel-694251.hostingersite. com/wp-content/uploads/2024/12/Current-
composition-of-Committees.pdf
?€? https://atishay.com/csrexpenses/
Based on the computation of average net profits of the Company for the last three
financial years, in accordance with Section 198 of the Companies Act, 2013, the CSR
obligation for the financial year 2025-26 is H12.02 Lakhs . However, on the recommendation
of the CSR Committee at its meeting held on July 09, 2025, the Board approved a total CSR
budget of ?15.00 Lakhs (Rupees Fifteen Lakhs only) for the financial year 2025-26.
During the year under review, the Company has spent amount of ?15.00 Lakhs on CSR
activities, primarily in the field of education, in accordance with Schedule VII of the
Companies Act, 2013. The Board has also approved the set-off of excess CSR expenditure, if
any, incurred in the financial year, against the CSR obligation of subsequent financial
years, in accordance with the provisions of Rule 7(3) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, subject to applicable conditions.
A CSR utilisation certificate signed by CFO of the Company was placed before the CSR
Committee and the Board of Directors on an annual basis for their review and record.
In compliance with Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Annual Report on CSR activities for the financial year 2025-26,
containing details of the budgeted amount, actual expenditure and unspent amount, if any,
forms part of this Board's Report as Annexure - 3 .
Further details relating to the composition, terms of reference, powers, duties and
responsibilities of the Committee, along with details of meetings held and attendance of
members, are provided in the Corporate Governance Report forming part of this Annual
Report.
b) OTHER NON-MANDATORY COMMITTEES CONSTITUTED BY THE BOARD OF DIRECTORS OF THE
COMPANY FOR SMOOTH OPERATION OF THE BUSINESS AS ON MARCH 31, 2026:
(i) PROJECT MANAGEMENT AND
ADMINISTRATION COMMITTEE
The Board has constituted the Project Management and Administration Committee at its
Meeting held on January 22, 2024 to oversee the pre and post execution formalities of the
project and its administration process effectively for smooth business operations of the
Company.
The Project Management and Administration Committee consist of the following members
areas under:
| Sr. No. |
Members of the Committee |
Designation |
Category |
| 1 |
Mr. Akhilesh Jain |
Chairman |
Managing Director |
| 2 |
Mr. Archit Jain |
Member |
Whole Time Director |
| 3 |
Mr. Ajay Mujumdar |
Member |
Independent Director |
The Company Secretary acts as secretary to the Committee.
(ii) BUSINESS DEVELOPMENT AND ADMINISTRATION COMMITTEE
The Board has constituted the Business Development and Administration Committee at its
Board meeting held on January 22, 2024 to comply with the formalities related to routine
business administrative matters on frequent basis like opening and closing of bank current
accounts, addition /deletion of authorized signatories pertaining to banking requirement,
availing of the Corporate card facility from Banks/ financial Institutions, execution of
various documents on behalf of the Company with the statutory authorities, change of bank
account to represent the Company at various courts, government authorities.
The Business Development and Administration Committee consist of the following members
are as under:
| Sr. No. |
Members of the Committee |
Designation |
Category |
| 1 |
Mr. Akhilesh Jain |
Chairman |
Managing Director |
| 2 |
Mr. Archit Jain |
Member |
Whole Time Director |
| 3 |
Mr. Ajay Mujumdar |
Member |
Independent Director |
The Company Secretary acts as Secretary to the Committee.
(iii) BORROWING COMMITTEE
The Board has constituted the Borrowing Committee at its Board meeting held on January
22, 2024, recognizing the significance of prudent financial management within our Company
and expansion of long-term success of the Company and to support the financial
requirements of the Company from time to time and for smooth ongoing of the business
operations, to handle the execution process effectively.
The Borrowing Committee consist of the following members are asunder:
| Sr. No. |
Members of the Committee |
Designation |
Category |
| 1 |
Mr. Akhilesh Jain |
Chairman |
Managing Director |
| 2 |
Mr. Archit Jain |
Member |
Whole Time Director |
| 3 |
Mr. Ajay Mujumdar |
Member |
Independent Director |
The Company Secretary acts as Secretary to the Committee.
(iv) LOAN AND INVESTMENT COMMITTEE
The Board has constituted a Loan and Investment Committee on May 23, 2024. The said
Committee is authorized to manage financial and strategic decisions, to make investments,
grant loans or guarantees, incorporate new entities in India or abroad, and acquire shares
or enter into joint ventures, LLPs, or partnerships, as approved by the Board under
Section 186 of the Companies Act, 2013 and for smooth ongoing of the business operations
of the Company.
The Loan and Investment Committee consist of the following members are asunder:
| Sr. No. |
Members of the Committee |
Designation |
Category |
| 1 |
Mr. Akhilesh Jain |
Chairman |
Managing Director |
| 2 |
Mr. Ajay Mujumdar |
Member |
Independent Director |
| 3 |
Mr. Rajendra Saxena |
Member |
Independent Director |
The Company Secretary acts as Secretary to the Committee.
24. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013 (SHWWA)
The Company is committed to providing a work environment that ensures that all
employees are treated with dignity and respect. It promotes equality at the workplace and
strives to create an environment that is conducive to professional growth and equal
opportunity for all.
The Company has a zero-tolerance policy towards sexual harassment and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace, in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
The said Policy is applicable to all employees of the Company, including permanent,
contractual, temporary employees and trainees, and is available on the Company's website
at: https://atishav.com/wp-content/ uploads/2024/12/PQSH-Policv.pdf
An Internal Committee (IC) has been constituted to redress complaints relating to
sexual harassment at the workplace. During the financial year ended March 31, 2026, no
complaints pertaining to sexual harassment were received by the Company. A compliance
status report in this regard has been placed before the Board of Directors on quarterly
basis.
The Company submits the annual report under the PQSH Act to the appropriate authority
within the prescribed timelines. During the year, the Company also conducted training
programmes for the members of the Internal Committee, and the PQSH training certification
forms part of this Annual Report.
The Internal Committee met once during the financial year on April 19, 2025, and all
members were present at the meeting. The requisite quorum was present throughout the
meeting. The Compositon of committee consist of the following members
| Sr. No. |
Members of the Committee Designation |
| 1 |
Mrs. Rekha Jain |
Presiding officer |
| 2 |
Mr. Archit Jain |
Member |
| 3 |
Ms. Priyanka Dwivedi |
Member |
| 4 |
Mrs. Smita Saxena |
Member (NGQ) |
Mrs. Sambedna Jain, Company Secretary, acts as the Secretary to the Committee.
25. CORPORATE GOVERNANCE
The Company's corporate governance practices are founded on a strong value system that
reflects its culture, policies and relationships with stakeholders. At Atishay Limited,
the Board of Directors discharges its fiduciary responsibilities in the widest sense, with
a focus on transparency, accountability and ethical business conduct.
The Company continuously endeavours to adopt best practices in corporate governance,
with an objective of enhancing long-term shareholder value while safeguarding the
interests of minority shareholders in all its business decisions. The Company firmly
believes in going beyond regulatory compliance and embedding governance practices that
create sustainable value for all stakeholders.
The Company confirms that it has complied with all the mandatory requirements
prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company has also adopted certain non-mandatory requirements, wherever considered
appropriate, to further strengthen its governance framework.
The Report on Corporate Governance, as required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. The
requisite certificate from M/s. Nilesh A. Pradhan & Co., LLP, Company Secretaries,
confirming compliance with the conditions of Corporate Governance, is annexed to the said
Report.
A certificate from the Managing Director and Chief Financial Officer of the Company,
pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR)
Regulations, 2015, inter alia confirming the accuracy of the financial statements and cash
flow statements, adequacy of internal controls for financial reporting and disclosure of
material matters to the Audit Committee, also forms part of this Annual Report.
26. SUBSIDIARY COMPANIES
The Company does not have any subsidiary and, accordingly, the related provisions are
not applicable. However, in the interest of promoting better corporate governance, the
Board of Directors has, voluntarily formulated and adopted a Policy on Material
Subsidiaries. The policy is available on the Company's website and can be accessed at the
following link: https://atishay.com/wp-content/uploads/2025/05/
Material-Subsidiaryyy.pdf
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO
SECTION 188(1)
All Related Party Transactions entered into during the year under review were conducted
on an arm's length basis and in the ordinary course of business. Accordingly, the
provisions of Section 188(1) of the Companies Act, 2013 were not attracted, and the
requirement of disclosure in Form AOC-2 is not applicable.
As per the provisions of regulation 23 of SEBI (LODR), Regulation 2015, all Related
Party Transactions were placed before the Audit Committee for prior approval. The Company
has established a process to periodically review and monitor such transactions. Omnibus
approval was obtained on an annual basis for transactions of a repetitive nature. All
Related Party Transactions were in the ordinary course of business and at arm's length.
The Audit Committee and the Board have approved the policy on Related Party
Transactions, which is available on the Company's website at the following weblink : https://atishay.com/wp-content/uploads/2024/12/
Related-Party-Transaction-Policy.pdf
RELATED PARTY DISCLOSURES
The disclosures with respect to the related party (ies)has been mentioned in Note No.
39 to the financial statements.
28. PARTICULARS OF EMPLOYEES
Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
respectively, is annexed to the Board's report as Annexure 4
During the financial year 2025-26, no employees, whether employed for whole or part of
the year, was drawing remuneration exceeding the limits mentioned under section 197(12) of
the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) rules, 2014.
29. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act,
2013 the Board of Directors confirms that:
a) In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b) Your directors have selected such accounting policies and applied them consistently
and made judgements 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 31, 2026 and of the profit of
the Company for that year;
c) Your Directors have 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 said accounts have been prepared on a going concern basis;
e) Your Directors have laid down internal financial controls to be followed by the
Company and that such financial controls are adequate and were operating effectively;
f) Your Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively;
30. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems that commensurate
with the nature of its business, size and complexity of its operations. Internal control
systems consisting of policies and procedures are designed to ensure reliability of
financial reporting, compliance with policies, procedure, applicable laws and regulations
and that all assets and resources are acquired economically, used efficiently and
adequately protected.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, its compliance with operating systems, accounting
procedures and policies at allocations of the Company and reports the same on quarterly
basis to the Audit Committee.
The statutory auditors of the Company have audited the financial statements included in
this annual report and have issued a report on our internal financial controls over
financial reporting as defined in Section 143 of the Act.
During the period under review, the Company has appointed independent audit firm as
Internal Auditors to observe the Internal Control system.
The Board of Directors of the Company have adopted various policies like Related Party
Transactions Policy, Vigil Mechanism Policy and such other procedures for ensuring the
orderly and efficient conduct of its business for safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control system and suggests improvements to strengthen the
same. The Company has robust management information system, which is an integral part of
the control mechanism.
31. RISK MANAGEMENT
For your Company, Risk Management is an integral and important component of Corporate
Governance. Your Company believes that a robust Risk Management ensures adequate controls
and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware
organization is better equipped to maximize shareholder value. Your Company has a
well-defined risk management framework in place. The risk management framework works at
various levels across the Company. These levels form the strategic defense cover of the
Company's risk management. The Company has a robust organizational structure for managing
and reporting on risks. The Company follows well-established and detailed risk assessment
and minimization procedures, which are periodically reviewed by the Board. The Company's
Business Risk Management Framework helps in identifying risks and opportunities that may
have a bearing on the organization's objectives, assessing the terms of likelihood and
Magnitude of impact and determining response strategy.
The Company is exposed to market risk, credit risk, liquidity risk, regulatory risk,
human resource risk and commodity price risk.
Market Risk
Market risk is the risk that changes market prices, such as foreign exchange
rates(currency risk) and interest rates (interest rate risk), which affect the Company's
income or value of its holding of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters,
while optimising the return.
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest
rate risk. Fair value interest rate risk is the risk of changes in fair value of fixed
interest-bearing investments because of fluctuations in the interest rates.
Cash flow interest rate risk is the risk that the future cash flows of floating
interest - bearing investments will fluctuate because of fluctuations in the interest
rates.
The Company's exposure to the risk of changes in market interest rates relates
primarily to the Company's longterm debt obligations.
The sensitivity analysis for interest rate risk has been mentioned in Note 41 of
standalone financial statements being part of this Annual Report.
Foreign currency risk
The Company is not exposed to any foreign currency risk. Credit risk:-
Credit risk is the risk that counterparty will not meet its obligations under a
financial instrument or customer contract, leading to a financial loss. Financial
instruments that are subject to concentrations of credit risk principally consists of
trade receivables, unbilled receivables, cash and cash equivalents, bank deposits and
other financial asset.
The Company's revenue combination is of government and private parties. The company is
having majority of receivables from Government undertakings. The exposure to credit risk
at the reporting date is primarily from long due trade receivables of Government
undertakings.
In case of private customers, the Company considers factors such as credit track record
in the market and past dealings for extension of credit to customers. The Company monitors
the payment track record of the customers. Outstanding customer receivables are regularly
monitored. The Company evaluates the concentration of risk with respect to trade
receivables as low, as its customers are located in several jurisdictions and industries
and operate in largely independent markets.
Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial
obligations. The Company manages liquidity risk by maintaining adequate reserves, banking
facilities and borrowing facilities, by continuously monitoring forecast and actual cash
flows and matching the maturity profiles of financial assets and liabilities.
32. APPRECIATION
Your Company's organisational culture is anchored in professionalism, integrity and a
commitment to
continuous improvement, ensuring optimal utilisation of resources for sustainable and
profitable growth.
Your Directors place on record their sincere appreciation for the dedication,
commitment and exemplary contribution of the employees at all levels, whose continued
efforts remain the cornerstone of the Company's success.
The Directors also express their gratitude to the shareholders, investors, customers,
business partners, bankers, visitors to our websites, regulatory authorities for their
continued trust , support and confidence in the Company. Your Company remains committed to
strengthening these relationships and creating long-term value for all stakeholders.
33. CAUTIONARY STATEMENT
Statements in this Board's Report and the Management Discussion and Analysis describing
the Company's objectives, projections, estimates and expectations may constitute
"forward-looking statements" within the meaning of applicable securities laws
and regulations.
Such statements are based on certain assumptions and expectations of future events and
are subject to risks and uncertainties. Actual results may differ materially from those
expressed or implied, depending upon various factors including changes in regulatory
environment, economic conditions, industry trends and other factors beyond the control of
the Company.
| For and on behalf of the Board Atishay Limited |
|
| Akhilesh Jain |
Archit Jain |
| Chairman & Managing Director |
Whole-time Director |
| DIN :00039927 |
DIN :06363647 |
| Date: 24.04.2026 |
|
| Place : Bhopal |
|
|