|
To Members, Atlantaa Limited
Your Directors are pleased to present the Forty-Third Annual Report
together with the Audited Financial Statements for the nancial year ended March 31, 2026.
FINANCIAL PERFORMANCE
The Company's nancial performance, for the year ended March 31,
2026 is summarised below:
(Rs. in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from operations |
2722.59 |
2949.44 |
7390.39 |
6809.91 |
| Pro t /(Loss) before exceptional items and tax |
521.44 |
3871.59 |
-57.63 |
1779.70 |
| Pro t/ (Loss) before tax |
521.44 |
3871.59 |
-57.63 |
1779.70 |
| Less: Income tax expense |
113.37 |
-2477.47 |
113.37 |
-2477.47 |
| Pro t/(Loss) after tax for the year |
408.07 |
6349.07 |
-171.00 |
4257.17 |
| Other Comprehensive income net of tax |
-80.77 |
-8.17 |
-80.77 |
-8.17 |
| Total Comprehensive income for the year |
327.30 |
6340.90 |
-251.77 |
4249.00 |
BUSINESS OVERVIEW & OUTLOOK
STANDALONE FINANCIALS
During the year under review, the revenue from operations was 2722.59
Lakhs as compared to 2949.44 Lakhs in previous year.
The Pro t / (Loss) before tax (PBT) for the FY 2025-26 was 521.44
Lakhs as compared to pro t of 3871.59 Lakhs in the previous year. After providing for
Tax, the Net Pro t (PAT) for the FY 2025-26 was 408.07 Lakhs as against pro t of 6340.90
Lakhs in the previous year.
CONSOLIDATED FINANCIALS
During the year under review, the revenue from operations was 7390.39
Lakhs as compared to 6809.91 Lakhs in previous year.
The Loss before tax (PBT) for the FY 2025-26 was -57.63 Lakhs as
compared to pro t of 1779.70 Lakhs in the previous year. After providing for Tax, the
(Loss) (PAT) for the FY 2025-26 was -171.00 as compared to pro t of 4257.17 Lakhs in
the previous year.
DIVIDEND
During the year under review, the Board has not recommended any
dividend.
TRANSFER TO RESERVE
During the year under review, the Company has not transferred any
amount towards General Reserve.
DEPOSIT
During the year under review, the Company has not accepted any deposits
from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
POLICIES / CODES OF THE COMPANY
The list of Policies/Codes hosted on the website of the Company
www.atlantaalimited.com is given in Corporate Governance Report forming part of this
report.
SUBSIDIARY COMPANIES
As on March 31, 2026, your Company has total three (3) subsidiaries
(including step-down subsidiaries).
| Sr No. |
Particulars |
|
| i) |
Atlanta Infra Assets Limited |
Subsidiary |
| ii) |
MORA Tollways Limited |
Step Down Subsidiary |
| iii) |
Atlanta Ropar Tollways Private Limited |
Step Down Subsidiary |
During the year under review, the Board of Directors reviewed a airs of
subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the
consolidated nancial statements of the Company and all its subsidiaries are prepared,
which forms part of the Annual Report. Further, a statement containing the salient
features of the nancial statement of the subsidiaries in the prescribed format Form AOC-1
is enclosed as Annexure-1 to the Board's Report.
In accordance with Section 136 of the Companies Act, 2013, the audited
nancial statements, including the consolidated nancial statements and related information
of the Company and audited accounts of each of its subsidiaries, are available on the
website viz. www.atlantaalimited.com , These documents will also be available for
inspection during business hours at the registered o ce of the Company.
SECRETARIAL STANDARDS
Your Company has complied with Secretarial Standards on Meetings of the
Board of Directors
(SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI).
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under the review your Company consists of Six (6)
Directors and Two (2) Key Managerial Personnel, consisting of Four (4) Non-Executive
Independent Directors, One (1) Whole Time Director, & One (1) Managing Director; One
(1) Chief Financial O cer and One (1) Company Secretary viz.
Mr. Rajhoo Bbarot Chairman & Whole Time Director ii) Mr. Rickiin
Bbarot Managing Director iii) Mrs. Meeta Brahmbhatt Independent Director iv) Dr. Samir
Degan Independent Director (Resigned w.e.f 29.06.2026) v) Mr. Anil Dighe Independent
Director vi) Mrs. Bhumika Pandey Independent Director vii) Mr. Dipesh Gogri Chief
Financial O cer viii) Ms. Krupali Shah Company Secretary (w.e.f. 12.03.2026)
INDEPENDENT DIRECTORS
In terms of the de nition of Independent Directors' as
prescribed under Regulation 34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 entered with Stock Exchanges and Section 149(6) of the
Companies Act, 2013, the Company consists of four Independent Directors:
1) Mrs. Meeta Brahmbhatt.
2) Dr. Samir Degan. (Till 29.06.2026) 3) Mr. Anil Dighe.
4) Mrs. Bhumika Pandey.
The Company has received Certi cate of Independence from all
Independent Directors, interalia, pursuant to Section 149 of the Companies Act, 2013, con
rming and certifying that they have complied with all the requirements of being an
Independent Director of the Company.
None of the Directors are disquali ed from being appointed as
Directors, as speci ed in Section 164(2) of the Companies Act, 2013.
APPOINTMENT/RESIGNATION/CHANGE IN DESIGNATION OF DIRECTORS AND KMP-
During the period under review the
1) Mr. Prathmesh Gaonkar, (ACS:61307) Company Secretary had resigned
w.e.f December 06, 2026 and Mrs. Mamta Jain, (ACS:72257) was appointed as Company
Secretary w.e.f December 06, 2026
2) Mrs. Mamta Jain (ACS:72257) had resigned as Company Secretary on
February 06, 2026 and Ms. Krupali Shah (ACS: 70473) was appointed as Company Secretary
w.e.f March 12, 2026
After the review period
3) Dr. Samir Degan (DIN: 00043450) resigned from the position of the
Independent Director of the Company w.e.f June 29, 2026
REMUNERATION POLICY
On the recommendation of the Nomination and Remuneration Committee,
Board has framed a policy for selection, appointment and remuneration of Directors and
KMPs. The Remuneration Policy is stated in the Corporate Governance Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation
34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Nomination and Remuneration Committee has laid down the criteria for performance
evaluation of Board of Directors (including Independent Directors), Key Managerial
Personnel (KMPs) and Committees of the Board on the basis of which they have been
evaluated. The evaluation of performance has been explained in the Corporate Governance
Report section in this Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met Six (6) times during the FY 2025-26. Detailed information
on the meetings of the Board is included in Corporate Governance Report of the Company
which forms part of this Annual Report.
COMMITTEES OF THE BOARD
The Company has several Committees which have been established as a
part of the best corporate governance practices and are in compliance with the
requirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board: Audit Committee.
Nomination and Remuneration Committee. Stakeholders' Relationship
Committee. Corporate Social Responsibility Committee. Management Committee.
The details with respect to the compositions, powers, roles, terms of
reference, etc. of relevant committees are given in detail in the Corporate Governance
Report of the Company which forms part of this Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by the Securities
& Exchange Board of India. The Corporate Governance Report as stipulated under
Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Annual Report.
The requisite Certi cate from the Auditor of the Company con rming
compliance with the conditions of Corporate Governance as stipulated under Regulation 27
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to
the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management discussion and Analysis Report for the year under review
as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchanges in India is presented in a
separate section forming part of this Annual Report.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior
executives of the Company. Protected disclosures can be made by a whistle blower through
an e-mail, or dedicated telephone line or a letter to the task force or to the Chairman of
the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be
accessed on the Company's website at www.atlantaalimited.com
RISK MANAGEMENT POLICY
The Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. The
Company's management systems, structures, processes, standards, code of conduct and
behaviours govern the conducts of the business of the Company and manages associated
risks.
LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES
The Company has given loans & guarantee and security in ordinary
course of business. The details of Investments covered under Section 186 of the Companies
Act, 2013 are given in the notes of nancial statements.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the
nancial year were on arm's length basis and were in the ordinary course of business.
However, the material related party transactions are accorded for shareholders'
approval in the ensuing Annual General Meeting.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior approval of the Audit Committee is obtained on a yearly
basis specifying the upper ceiling as to amount for the transactions which are of a
foreseen and repetitive nature. The details of all such related party transactions entered
into pursuant to the omnibus approval of the Committee are placed before the Audit
Committee on a quarterly basis for its review.
The details of transaction with Related Parties are provided in the
accompanying nancial statements. The policy on Related Party Transactions may be accessed
on the Company's website at www.atlantaalimited.com
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is enclosed
as Annexure -2 to the Board's Report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place a policy on Prevention of Sexual Harassment of
Women at Workplace which is in line with requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The
Company has zero tolerance towards any action on the part of any of its o cials, which may
fall under the ambit of Sexual Harassment at workplace. The objective of this
Policy is to provide an e ective Complaint Redressal Mechanism if there is an occurrence
of sexual harassment.
The Company is committed to treat every employee with dignity and
respect. The Company conducts regular awareness program in accordance with the
requirements of the law. The Company has also complied with the provisions of setting up
of an Internal Complaint Committee which is duly constituted in compliance with the
provisions of the POSH Act. All women, permanent, temporary, trainees or contractual sta
including those of service providers are covered under the policy. The Company has
provided a safe and digni ed work environment for employee which is free of
discrimination. There are no complaints or concerns received or observed during FY
2025-2026 pertaining to sexual harassment.
DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 IS GIVEN BELOW.
Pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules
thereunder, it is hereby declared for nancial year 2025-2026, as follows
a. number of complaints led during nancial year - Nil b. number of
complaints disposed of during nancial year - N.A. c. number of complaints pending as on
end of nancial year. - N.A.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 (the Act) and
implementation requirements of Indian Accounting Standards (IND-AS') Rules on
accounting and disclosure requirements, which is applicable from current year, and as
prescribed by Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations), the
Audited Consolidated Financial Statements are provided in the Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has laid down standards, processes and structures which
enables to implement adequate internal nancial controls across organisation. During the
year, such controls were tested and no reportable material weaknesses in the design or
operation were observed.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO IEPF
As per Section 124 of the Companies Act, 2013 read with the Investor
Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(Rules), all dividends remaining unpaid or unclaimed for a period of 7 (seven)
years and also the shares in respect of which the dividend has not been claimed by the
shareholders for 7 (seven) consecutive years or more are required to be transferred to
Investor Education Protection Fund in accordance with the procedure prescribed in the
Rules. Hence, the Company urges all the shareholders to encash /claim their respective
dividend during the prescribed period.
STATUTORY AUDITOR
In pursuance of provisions of Section 139,142 and other applicable
provisions the Company has appointed M/s Suresh Maniar & Company (Firm Registration
no.110663W) as Statutory Auditors for Financial year 2022-2023 onwards for ve years.
The Notes on nancial statement referred to in the Independent
Auditors' Report are self-explanatory and do not call for any further comments. The
Independent Auditors' Report does not contain any quali cation, reservations or
adverse remark.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, and Rules
thereunder, a Secretarial Audit Report for the FY 2025-26 in Form MR-3 given by M/s.
Sandeep Dubey & Associates, Practicing Company Secretaries is enclosed as Annexure-3
with this report.
The Secretarial Audit Report does not contain any quali cation,
reservation.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments a ecting the nancial
position of the Company which has occurred between the nancial year of the Company i.e.
March 31, 2026 and till the date of Directors' Report i.e. August 12, 2026.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars in relation to conservation of energy and technology
absorption are currently not applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, there were neither foreign exchange earnings nor any
outgo.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In accordance with the provisions of Section 197(12) of Companies Act,
2013, the ratio of the remuneration of each director to the median employee's
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report as Annexure- 4.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Committee comprises:
1) Mr. Rajhoo Bbarot Chairman 2) Mr. Rickiin Bbarot Member
3) Mr. Samir Degan Member (Till 29.06.2026) 4) Mr. Anil Dighe- Member
(W.ef. 19.07.2026)
The Annual Report on CSR activities forms part of this Report as
Annexure-5
EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 can be accessed on the Company's website at
www.atlantaalimited.com
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, it is hereby con rmed that:
a) In the preparation of the annual accounts for the year ended March
31, 2026, the applicable accounting standards had been followed and there are no material
departures from the same;
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of a airs of the Company as at March 31, 2026 and
of the pro t of the Company for that period;
c) The directors had taken proper and su cient care for the maintenance
of adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d) The directors had prepared the annual accounts on a going concern
basis;
e) The directors had laid down internal nancial controls to be followed
by the Company and that such internal nancial controls are adequate and were operating e
ectively and;
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating e
ectively.
CORPORATE GOVERNANCE
The Securities and Exchange Board of India (SEBI) has prescribed
certain Corporate Governance standards vide Regulations 24 and 27 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Your Directors re-a rm their
commitments to these standards and a detailed Report on Corporate Governance together with
the Auditors' Certi cate on its compliance is annexed hereto.
ACKNOWLEDGEMENT
Your Directors would like to acknowledge and place on record their
sincere appreciation for the overwhelming co-operation and assistance received from
investors, members, creditors, customers, business associates, bankers, nancial
institutions, Government authorities, vendors, regulatory authorities. Your Directors
recognise and appreciate the e orts and hard work of all the executives and employees of
the Company and their continued contribution to its progress.
| FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF |
| ATLANTAA LIMITED |
| Sd/- |
| Rajhoo Bbarot |
| Chairman |
| DIN: 00038219 |
| Place: Mumbai |
| Date: August 12, 2026 |
|