Atlas Cycles (Haryana) Ltd

To

The Members

Your directors are delighted to present Seventy Fourth (74^th) Annual Report of your Company along with the

Audited Financial Statements for the financial year ended March 31, 2025.

Note: Previousyear'sfigures necessary to correspond with the current year's classification/disclosure.

The Net Profit of the Company during the FY 2024-25 was 951 Lacs as against 54 Lacs during the FY 2023-24.

There were three wholly owned subsidiaries of the Company. However, all three subsidiaries were strike off during the year 2023-24 and therefore the Company did not have any subsidiary during the year under review.

The Company does not have any associate company or joint venture.

Accordingly, the Consolidated Financial Statements were not required for the year under review.

The Annual Return of the Company as on March 31, 2025 is available on the Company's website and can be accessed at https://www.atlasbicycles.com/Annual_Return.htm

During the year under consideration, the Company produced 29,456 bicycles as against 19,604 bicycles in the previous year.

Sales during the year amounted to 1,714 lacs as against 636 lacs in the previous year.

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

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

The paid-up Equity Share Capital as on March 31, 2025 stood at 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 2024-25.

There is no change in the nature of business.

The performance of the Company got better during the year under review. The Company sold bicycles amounting to 9.34 crores in the market and is in the process of revival.

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).

During the year under review, Mr. Kartik Roop Rai (DIN: 06789287), Mr. Sanjiv Kavaljit Singh (00015689) and Mrs. Sadhna Syal (DIN: 07837529), resigned w.e.f. May 30, 2024 as Independent Director and appointed by the board as Additional Director (Non-Executive) w.e.f. June 01, 2024.

Mr. Ishwar Das Chugh (DIN: 00073257), resigned w.e.f. May 30, 2024 as Non-Executive Director and appointed by the board as Additional (Independent) director w.e.f. June 01, 2024.

The Members of the Company at the 73^rd Annual General Meeting had approved the appointment of following Directors: Mr. Kartik Roop Rai, Director (DIN:06789287) as Non-Executive Director Mr. Sanjiv Kavaljit Singh, Director (DIN:00015689) as Non-Executive Director Ms. Sadhna Syal, Director (DIN:07837529) as Non-Executive Director Mr. Ishwar Das Chugh, Director (DIN:00073257) as Independent Director Dr. Praveen Kumar (DIN: 08257044) as Independent Director Mr. Chander Mohan Dhall (DIN:01398734) was appointed as Whole Time Director, vide resolution passed by postal ballot on December 09, 2024.

For the Financial Year 2024-25, all Independent Directors, have 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.

Non-Executive Directors are paid only 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.

Mr. Chander Mohan Dhall was appointed as Chief Financial Officer of the Company with effect from October 29, 2024 Mr. Prakhar Rastogi resigned from the office of Company Secretary and Compliance Officer with effect from March 06, 2025. Mr. Rashpal Singh was appointed as Company Secretary and Compliance Officer by the Board with effect from May 01, 2025.

The Board of Directors at its meeting held on May 24, 2025 took note of the Compliance Certificate Mr. Chander Mohan Dhall, Whole Time Director & Chief Financial Officer of the Company, that he has reviewed Financial Statements and Cash Flow Statement etc. for the financial year ended March 31, 2025 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 2024-25 and forms integral part of the Annual Report.

The performance evaluation of the Independent Directors as per Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was completed. As on March 31, 2025, four out of eight Directors on the Board are Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Pursuant to the provisions of the Act and Regulation 17(10) & Regulation 25(4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a healthy discussion was held among Directors after taking into consideration of the various aspects of the board's functioning, composition of the board and its committees, culture, execution and performance of specific duties, obligations and governance.

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.

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.

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

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.

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 Company's website at https://www.atlasbicycles.com/policies.html

The Company has developed and implemented 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.

All transactions entered with Related Parties for the year under review were on arm's 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. The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

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 confirmation. 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 for review on quarterly basis.

Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under Para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

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

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

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 31^st March 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.

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 set out in a statement, which forms part of this Annual 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 71^st Annual General Meeting (AGM) of Company till the conclusion of 76^th AGM.

The qualifications or remarks in the Auditor's 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.

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 2024-25 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 the Board of Directors of the Company at its meeting held on May 24, 2025, based on recommendation of the Audit Committee, has approved the 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 (F.Y. 2025-26) until the conclusion of FY 2029-30, subject to approval of the Members at the ensuing AGM.

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.

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 efficientuse of resources. The Company's 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.

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 to our company for this financial year.

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.

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

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 Board's Report for the year ended 31^st March, 2025 is annexed to this report and forms an integral part of this report ( Annexure-2).

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

Your Company's shares continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The annual listing Fee for the year 2024-25 has been paid to BSE and NSE within stipulated time. The trading of equity shares was suspended by the BSE Limited and National Stock Exchange of India Limited with effect from

December 16, 2020 due to non-filing/delay filing of financial results of the Company.

The Company had complied with pending compliances and filed applications to BSE and NSE for revocation of trading suspension order. NSE & BSE vide letter/notice dated December 19, 2024 has revoked trading suspension order and permitted the trading of equity shares of the Company w.e.f. December 27, 2024.

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 Act and Listing Regulations are provided in the Corporate Governance Report, forming part of this Annual Report.

In compliance with the various provisions of the Act and Listing Regulations, the Company has the following policies/ codes:

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 31^st March 2025 is given here below:

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.

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

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively.

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 31^st March 2025, 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 31^st March 2025 and of the profits of 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 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.

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

There were three wholly owned subsidiaries of the Company. However, all three subsidiaries were strike off during the year 2023-24 and therefore the Company did not have any subsidiary during the year under review.

Apart from these, the Company did not have any associate companies and joint ventures.

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.

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

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.

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.