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DIRECTOR'S REPORT

Ather Energy Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 57967.95 Cr. P/BV 22.52 Book Value (₹) 65.30
52 Week High/Low (₹) 1500/349 FV/ML 1/1 P/E(X) 0.00
Bookclosure EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2026-03 

Your Directors have immense pleasure in presenting the 13th Annual Report of your Company together with the audited
financial statements for the financial year ended March 31, 2026.

1. Financial Highlights

Particulars

Financial year ended
March 31, 2026

Financial year ended
March 31, 2025

Revenue from operations

3,671.76

2,255.01

Other Income

151.32

50.21

Total Income

3,823.08

2,305.22

Operating expenditure

4,080.12

2,835.86

Loss before finance costs, depreciation &

(257.04)

(530.64)

amortisation expenses, exceptional items and tax

Finance costs

82.20

110.62

Depreciation and amortization expenses

172.89

171.02

Loss before exceptional items and tax

(512.13)

(812.28)

Exceptional items

5.04

-

Loss before tax

(517.17)

(812.28)

Tax expense

-

-

Loss for the year

(517.17)

(812.28)

Review of operations

During the year, the total income of your Company increased to X 3,823.08 crores as compared to X 2,305.22 crores
in the previous year, registering a growth of 66%. The loss for the year was X (517.17) crores as compared to X (812.28)
crores in the previous year registering an improvement of 36%.

The operating and financial performance of your Company has been covered in the Management Discussion and
Analysis Report which forms part of the Annual Report.


2. Dividend

In view of the losses for the financial year, no
dividend is recommended as per the provisions of
the Companies Act, 2013, as amended (“the Act”),
and the Rules framed thereunder. The Dividend
Distribution Policy as per the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) is available on the Company’s website
on https://media.atherenergy.com/Dividend-Distri-
bution-Policy.pdf.

The Company has not declared any dividend in
the past and hence there is no unclaimed amount
required to be transferred to Investor Education and
Protection Fund (IEPF).

3. Transfer to Reserves

During the year under review, the Company has not
transferred any amount to reserves.

4. State of Company’s Affairs

During the year, your Company sold 2,62,942 units
of electric scooters as compared to 1,55,394 units
in the previous year, registering a significant growth
of around 69% YoY. Driven by robust demand in the
convenience segment, the Ather Rizta experienced
excellent market traction, achieving a sales volume of
1,99,134 units.

During the year, the Company embarked on a historic
journey of initial public offering of its equity shares
aggregating to X 2,980.76 crores, comprising of
issue of fresh equity shares aggregating X 2,626.00
crores as well as offer for sale by certain existing
shareholders aggregating X 354.76 crores (“IPO”).
We are pleased to inform that your Company’s equity
shares were successfully listed on May 6, 2025 on
BSE Limited and National Stock Exchange of India
Limited.

5. Share Capital and Debentures
A. Share Capital

a. Authorized Share Capital

The members of the Company vide Postal
Ballot completed on August 17, 2025 and
results declared on August 18, 2025 approved
reclassification of Authorised Share Capital
by classifying the compulsorily convertible
preference shares of X 40,00,00,000 into
a resultant number of equity shares of
X 40,00,00,000 comprising of 40,00,00,000
Equity Shares having a face value of X 1/- each
and consequent alteration to the Capital Clause
of the Memorandum of Association of the
Company.

Consequent to reclassification, the authorised
share capital of the Company as on March 31,
2026 stood at X 1,00,00,00,000 divided into
1,00,00,00,000 equity shares of face value of
X 1/- each.

b. Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share
capital of the Company as on March 31, 2026 is
X 38,26,73,164 divided into 38,26,73,164 equity
shares of X 1/- each.

Details of issuance of equity shares done by the
Company during the financial year under review
are given hereunder:

i. During the year under review, 8,18,16,199
equity shares of face value X 1/- each were
allotted as a fresh issue pursuant to Initial
Public Offer (IPO).

ii. During the year under review, 1,02,13,496
equity shares of face value X 1/- each were
allotted on exercise of employee stock
options by the option holders under Ather
Energy ESOP 2025 of the Company.

c. Listing of Equity Shares on Stock Exchanges

During the year, the Company came out with
Initial Public Offering of 9,28,67,945 equity shares
having face value of
X 1/- each (“Equity Shares”)
at an Offer Price of
X 321/- per equity share,
including premium of
X 320/- per equity share
aggregating to
X2,980.76 crores, comprising
of Fresh issue of 8,18,16,199 equity shares and
an offer for sale of 1,10,51,746 equity shares
by certain existing equity shareholders of the
Company. A discount of
X 30/-per equity share
was offered to Eligible Employees bidding in the
Employees Reservation Portion. The issue was
open for subscription from April 28, 2025, to April
30, 2025. On May 06, 2025, the equity shares
of your Company got listed on National Stock
Exchange of India Limited and BSE Limited.

d. Equity Shares with differential voting rights
and Sweat Equity Shares

The Company has neither issued the equity
shares with differential voting rights nor issued
sweat equity shares in terms of the Act.

B. Debentures

As on March 31, 2026, the Company does not have
any outstanding Debentures. During the year the
Company has not made any preferential allotment or
private placement of Debentures. Following unlisted,
secured, redeemable Non-Convertible Debentures
(NCD) of face value of
X 1,00,000/- per NCD issued by
the Company were redeemed during the year:

• 10,000 Series B NCD allotted to InnoVen Capital
India Fund

• 1,500 Series B1 NCD allotted to Alteria Capital Fund
II-Scheme I

• 1,500 Series B1 NCD allotted to Alteria Capital Fund
III - Scheme A

• 2,000 Series C NCD allotted to Alteria Capital Fund
II-Scheme I

• 3,000 Series C NCD allotted to Alteria Capital
Fund III-Scheme A

• 6,000 Series C1 NCD allotted to InnoVen Capital
India Fund

• 5,000 Series C3 NCD allotted to Stride Ventures
Debt Fund II

• 5,000 Series C3 NCD allotted to Nuvama
Crossover Yield Opportunities Fund

• 10,000 Series C3 NCD allotted to Stride Ventures
Debt Fund 3

• 6,000 Series D1 NCD allotted to InnoVen Capital
India Fund

• 2,000 Series D2 NCD allotted to InnoVen Capital
India Fund

• 2,000 Series D3 NCD allotted to InnoVen Capital
India Fund

6. Subsidiaries, Joint Ventures & Associate
Companies

The Board of Directors at their meeting held on
December 19, 2025, accorded their approval for
incorporation of a Wholly Owned Subsidiary (“WOS"),
for offering and facilitating insurance policies in the
capacity of Corporate Agent.

Further, the Board of Directors at their meeting held
on February 02, 2026, accorded their approval for
incorporation of a WOS in Hong Kong to support
the Company’s critical procurement functions and
enhance supply chain resilience within the Asia-
Pacific (APAC) region.

Since both the WOS are under incorporation
as at March 31, 2026, a separate section on the
performance and financial position under the
provisions of Section 129(3) of the Act, is not
applicable to the Company.

The Company’s Policy for determining Material
Subsidiaries is available on the https://media.
atherenergy.com/Policy-for-determining-Material-
Subsidiaries.pdf

7. Management Discussion and Analysis

Management Discussion and Analysis Report for the
year under review, as stipulated under the Listing
Regulations, is presented in a separate section,
forming part of the Annual Report.

8. Material changes affecting the Financial
position of the Company

There are no material changes and commitments
affecting the financial position of the Company that
has occurred since the end of the financial year till
the date of this report.

9. Change in the Nature of Business, if any

There has been no change in the nature of business
of the Company during the financial year ended
March 31, 2026.

10. Internal Financial Controls and Internal Audit

The Company has an adequate system of internal
controls commensurate with its size and scale of
operations, procedures and policies, ensuring
orderly and efficient conduct of its business,
including adherence to the Company’s policies,
safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of
accounting records and timely preparation of reliable
financial information.

As part of the Corporate Governance Report, Chief
Financial Officer (CFO) certification is provided for
assurance on the existence of effective internal
control systems and procedures in the Company.

The internal control framework is supplemented
with an internal audit program that provides an
independent view of the effectiveness of the
process and controls and supports a continuous
improvement program. The Audit Committee of the
Board oversees the internal audit function.

The Audit Committee is regularly apprised by
the internal auditors through various reports and
presentations. The scope and authority of the internal
audit function is derived from the Audit Committee
charter approved by the Board. The internal audit
function develops an internal audit plan to assess
control design and operating effectiveness, as per
the risk assessment methodology and provides
assurance to the Audit Committee that a system of
internal control is designed and deployed to manage
key business risks and is operating effectively.

Further, in terms of section 138 of the Act, the
Company had appointed M/s. Protiviti India Member
Private Limited as Internal Auditors of the Company
for the FY26.

11. Public Deposits

During the FY26, the Company has not accepted any
deposits from public under the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014, as
amended.

12. Auditors

i. Statutory Auditors and Statutory Auditor’s
Report

Pursuant to the provisions of section 139 of the
Act, M/s. Deloitte Haskins & Sells, Chartered
Accountants (Firm Registration 008072S) were
appointed as Statutory Auditors of the Company
at the Annual General Meeting held on July 15,
2021 to hold office from the conclusion of 8th
Annual General Meeting till the conclusion of 13th
Annual General Meeting, covering one term of five
consecutive years.

The Statutory Auditors have given unmodified
opinion on the audited financial statements of the
Company for the financial year ended March 31,
2026, which forms part of the Annual Report. The
Statutory Auditors have given no qualification,
reservation or adverse remark or disclaimer in
its report. The Auditors of the Company have not
reported any fraud in terms of the second proviso
to Section 143(12) of the Act.

ii. Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of
the Act, read with corresponding rules made
thereunder, as amended from time to time, the
members of the Company at the 12th Annual
General Meeting (AGM) held on September 17,
2025 approved the appointment of M/s. BMP
& Co. LLP, Practising Company Secretaries,
(Firm registration number: L2017KR003200),
a Peer Reviewed Firm as Secretarial
Auditors of the Company for a period of five
consecutive years commencing from FY26 till
FY30.

The Secretarial Audit Report as submitted by
Secretarial Auditors in Form MR-3 is annexed as
Annexure-I to this report.

There are no observations including any
qualification, reservations, adverse remarks or
disclaimer in the Secretarial Audit Report that call
for any explanation from the Directors.

Pursuant to Regulation 24A (2) of the Listing
Regulations, listed entities are required to submit,
on annual basis, the Secretarial Compliance
Report with the stock exchanges within sixty days
from the end of the financial year. The Company
has received the Secretarial Compliance Report
from M/s. BMP & Co. LLP, Practising Company
Secretaries. and the same can be accessed at
https://www.atherenergy.com/investor-relations/
governance#secretarial-compliance-report.

iii. Cost Auditor & Cost records

The Company has maintained cost records
and accounts as specified by the Central
Government under Section 148(1) of the Act
and Companies (Cost Records and Audit)
Rules, 2014 in respect of Lithium-ion battery
packs manufactured by the Company. The
Company is not required to undertake Cost
Audit as prescribed under the Companies
(Cost Records and Audit) Rules, 2014.

13. Directors and Key Managerial Personnel
(KMPs)

i. Board of Directors

As on March 31, 2026, the Board of Directors
has 8 Members viz. 6 Non-executive Directors
(including 3 Independent Directors) and 2
Executive Directors.

The Composition of Board of Directors as on March 31, 2026 is detailed below:

S.No.

Name of Director

DIN

Designation

1.

Ms. Neelam Dhawan

00871445

Chairperson & Non-executive Independent Director

2.

Mr. Tarun Sanjay Mehta

06392463

Executive Director & Chief Executive Officer (CEO)

3.

Mr. Swapnil Babanlal Jain

06682759

Executive Director & Chief Technical Officer (CTO)

4.

Mr. Pankaj Sood

05185378

Non-executive Director

5.

Mr. Ram Kuppuswamy

09817635

Non-executive Director

6.

Mr. Kaushik Dutta

03328890

Non-executive Independent Director

7.

Mr. Sanjay Nayak

01049871

Non-executive Independent Director

8.

Mr. Vivek Anand*

06891864

Non-executive Director

*Appointed as Non-executive Director with effect from November 10,2025.

Below were the changes in Directors during the

FY26:

• Mr. Niranjan Kumar Gupta (DIN: 07806792) has
resigned as Non-executive Director of the
Company with effect from the close of business
hours of May 06, 2025.

• Mr. Nilesh Shrivastava (DIN: 09632942) has
resigned as Nominee Director of the Company
with effect from May 27, 2025.

• The Board of Directors at their meeting held on
November 10, 2025 approved the appointment
of Mr. Vivek Anand (DIN: 06891864) as Non¬
executive Director of the Company effective from
November 10, 2025 and the same was approved
by the members through Postal Ballot completed
and results declared on January 21, 2026.

• The members of the Company at the 12th Annual
General Meeting held on September 17, 2025,
approved re-appointment of Mr. Pankaj Sood
(DIN: 05185378) as Non-executive Director of the
Company.

ii. Key Managerial Personnel (KMPs)

In accordance with the provisions of Sections
2(51) and 203 of the Act, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the following are the Key
Managerial Personnel of the Company:

S.

No.

Name

Designation

1.

Mr. Tarun Sanjay
Mehta

Executive Director &
CEO

2.

Mr. Swapnil Babanlal
Jain

Executive Director &
CTO

3.

Mr. Sohil Dilipkumar
Parekh

Chief Financial Officer

4.

Ms. Puja Aggarwal

Company Secretary &
Compliance Officer

14. Independent Directors

i. The Company has received declarations from
each of the Independent Directors that he/she
meets the criteria of independence as laid out in
Section 149(6) of the Act and Regulation 16(1)(b) of
the Listing Regulations.

ii. The Board of Directors is of the opinion that all
the Independent Directors meet the criteria

regarding integrity, expertise, experience and
proficiency.

iii. I n terms of Regulation 25(8) of Listing Regulations,
all the Independent Directors have confirmed that
they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgement
and without any external influence.

In the opinion of the Board, there has been no
change in the circumstances affecting their status
as Independent Directors of the Company and
the Independent Directors are persons of high
repute, integrity and possess relevant expertise and
experience in the respective fields. Further, in terms
of Section 150 read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules,
2014, as amended, the Independent Directors of the
Company have registered their names in the data
bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.

iv. During the year under review, the Non-executive
Directors of the Company had no pecuniary
relationship or transactions with the Company.
Further, Independent Directors had no pecuniary
relationship or transactions with the Company,
other than sitting fees and remuneration. Further,
they are entitled to receive remuneration as per
the provisions of Section II of Part II of Schedule V
of the Act for the FY26.

v. The Independent Directors of the Company have
provided declarations with respect to compliance
with the Code for Independent Directors
prescribed in Schedule IV of the Act and Code of
Conduct for Directors and Senior Management
Personnel as laid down by the Company.

15. Committee of Directors

The Company has constituted Committees as
required under the Act and the Listing Regulations
and the details of the said Committees are provided
in the Corporate Governance Report.

16. Board and Committee Meetings

During the year, Fourteen Board meetings and
Eighteen Committee meetings were held. Detailed
information regarding the Board and Committee
meetings is included in the Corporate Governance
Report.

17. Evaluation of the Board, Committees, and
Individual Directors

Pursuant to the provisions of Act and the Listing
Regulations, evaluation of the Board was conducted
for the FY26. An online questionnaire method
was adopted for evaluation based on the criteria
approved by the Nomination and Remuneration
Committee (“NRC”) including a dedicated section
for providing subjective feedback/suggestions. The
evaluation was made to assess the performance of
individual Directors, Committees of the Board, Board
as a whole and the Chairperson. The evaluation of
the Board was based on criteria such as structure
and composition, effectiveness of Board processes,
governance and compliance, access of Board to
management for information, awareness of industry
trends etc. The performance of the Committees was
evaluated based on criteria such as the composition
of Committees, effectiveness of Committee meetings
and its reporting to the Board, understanding of terms
of reference. The evaluation of individual Directors
was based on criteria such as personal attributes,
participation and preparedness, availability, ethics,
integrity, governance, understanding of business,
corporate governance, value addition etc. Further,
the evaluation of Executive Directors included
additional criteria like achievement of targets set by
Board and execution of plan, information sharing,
leadership skills, relationship with Board members
and all stakeholders.

The NRC at its meeting held on April 07, 2026, reviewed
the outcome of the evaluation process. Further,
the Independent Directors of the Company met
separately on April 07, 2026, wherein, they reviewed
the performance of the Non-Independent Directors
and Board as a whole and of the Chairperson taking
into account the views of Executive and Non¬
executive Directors and they also assessed the quality,
quantity and timeliness of flow of information between
the Company’s Management and the Board that is
necessary for the Board to effectively and reasonably
perform their duties. The above evaluation was then
discussed in detail at the Board Meeting held on
April 23, 2026.

18. Policy on appointment of Directors and
Remuneration

The Company’s policy on Directors’ appointment
and remuneration and other matters provided in
Section 178(3) of the Act, is available on the website

of the Company at https://media.atherenergy.com/
NRC-Policy.pdf.

We affirm that the remuneration paid to the Directors
is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

19. Whistle Blower/Vigil Mechanism

The Company strongly believes in conduct of its
business in a fair, transparent, lawful, and ethical
manner. Your Company has implemented a Whistle¬
Blower policy in line with Section 177(9) & (10) of the
Act, read with Rule 7 of Companies (Meetings of
Board and its Powers) Rules, 2014, for its employees
and stakeholders to raise and report genuine
concern(s) regarding unethical behaviour, actual or
suspected fraud, violation of Company’s policies
or applicable laws. The Whistle Blower Policy is
available on the website of the Company at https://
media.atherenergy.com/Whistle-Blower-Policy.pdf .

The Company, as a policy, condemns any kind of
discrimination, harassment, victimization, or any other
unfair employment practice being adopted against
whistle blowers and provides adequate safeguard
measures. It also provides direct access to the
Chairperson of the Audit Committee to raise concerns.

20. Corporate Social Responsibility

The Company is dedicated to fostering a positive
legacy through active community engagement and
environmental stewardship. We believe that true
corporate success is inseparable from the health of
our society. Through sustainable innovation, we are
committed to creating a lasting, positive impact on
the world around us.

While the Company does not meet the criteria
set out for constitution of CSR Committee and
contributions based on the statutory norms
required under section 135 of the Act yet, the
Company has always been committed to building
a sustainable ecosystem and is placing concerted
efforts to operate in ways that enhance society
and the environment.

The Company has a well-defined policy on CSR
under Section 135 of the Act. The CSR policy of the
Company is available on its website athttps://media.
atherenergy.com/CSR-Policy.pdf. Annual Report
on CSR activities is annexed as
Annexure-II to
this report.

21. Particulars of contracts or arrangements with
related parties

During FY26, all contracts/arrangements/transactions
entered into by your Company with related parties
were in compliance with the applicable provisions of
the Act and the Listing Regulations. The Company
has formulated a policy on dealing with related party
transactions, which is available at https://media.
atherenergy.com/RPT-Policy.pdf. The policy intends
to ensure that proper reporting, approval and
disclosure processes are in place for all transactions
between the Company and related parties.

Your attention is drawn to Note 36 to the financial
statements which sets out related party disclosures.
All related party transactions entered in to by the
Company were in ordinary course of business and on
arm’s length basis.

No material related party transactions were entered
into by the Company during the year.

Disclosures as required under Section 134(3)(h)
read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 as specified
under the Act which is annexed as
Annexure-III to
this report.

22. Particulars of Loans, Guarantees or
Investments

During FY26 your Company has not given any loans
or guarantee and not made any investment pursuant
to Section 186 of the Act and Schedule V of the Listing
Regulations.

23. Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The details regarding conservation of energy,
technology absorption, and foreign exchange
earnings and outgo is annexed as
Annexure-IV to
this report
.

24. Copy of Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return is
available on Company’s website at https://media.
atherenergy.com/MGT-7.pdf

25. Significant and material orders passed by the
Regulators or Courts or Tribunals impacting
the going concern status and Company’s
operations in future

During the year under review, no significant
and material orders were passed by the
Regulators or Courts or Tribunals impacting the
going concern status and Company’s operations
in future.

26. Remuneration details

The statement containing remuneration details
as required under Section 197(12) of the Act, read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, (“Rules”) is provided in
Annexure-V to this
report.

The information required under Rule 5(2) and (3) of the
Rules, is provided as a separate annexure forming part
of this report. However, the report is being sent to the
members of the Company excluding the statement
of particulars of employees under Rule 5(2) and (3)
of the Rules. Any member interested in obtaining
a copy of the same may write to the Company
Secretary & Compliance Officer of the Company at
cs@atherenergy.com. The same is also open for
inspection at the registered office of the Company.
Further, none of the employees listed in the said
Annexure are related to any Director of the Company.

27. Disclosure on Employee Stock Option Plan
(ESOP)

On May 06, 2025, the equity shares of your Company
got listed on National Stock Exchange of India
Limited and BSE Limited. Post the IPO, as per
requirement of Regulation 12(1) of the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SEBI
(SBEB & SE) Regulations”) the Company’s Employee
Stock Option Plan, namely Amended and Restated
Ather Energy ESOP Plan 2025 (“Ather Energy ESOP
2025”) was amended and ratified by the members
of the Company vide Postal Ballot completed on
August 17, 2025 and the results of the Postal Ballot
were declared on August 18, 2025.

During the year, members of the Company vide
Postal Ballot approval mentioned above increased
the ESOP pool size to 2,66,56,428 options by addition
of 84,00,000 options under Ather Energy ESOP
2025 and aligning the Plan with SEBI (SBEB & SE)

Regulations, pursuant to listing of Company’s equity
shares on the stock exchanges. Other than these
changes, there were no material changes in the Ather
Energy ESOP 2025.

During the year under review, the Company has
obtained in-principle approvals from the Stock
Exchanges in relation to the Ather Energy ESOP 2025
for allotment of equity shares against the exercise of
stock options.

The NRC administers and monitors the Company’s
ESOP in accordance with SEBI (SBEB & SE)
Regulations. During the year, 13,63,537 stock options
were granted to eligible employees under the Ather
Energy ESOP 2025.

Disclosures as required under Rule 12 of Companies
(Share Capital and Debentures) Rules, 2014, SEBI
(SBEB & SE) Regulations, read with SEBI Circular
CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 is
available on the website of the Company at https://
media.atherenergy.com/ESOP-Disclosure-FY-25-26.
pdf.

The certificate from the Secretarial Auditors that the
ESOP has been implemented in accordance with
SEBI (SBEB & SE) Regulations and the resolutions
passed by the members shall be available at the
Annual General Meeting for inspection.

>8. Directors’ Responsibility Statement

Your Directors make the following statement, in
relation to financial statements for the financial year
ended March 31, 2026, in terms of Section 134 of the
Act, which is to the best of their knowledge and belief
and according to the information and explanations
obtained by them, that:

a) In the preparation of the annual accounts,
applicable accounting standards has been
followed along with proper explanation relating to
material departures;

b) Appropriate accounting policies were selected
and applied consistently and judgments and
estimates that are reasonable and prudent were
made so as to give a true and fair view of the
state of affairs of the Company at the end of the
financial year and of the profit and loss of the
Company for that period;

c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records

in accordance with the provisions of the Act, for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) The annual accounts were prepared on a going
concern basis;

e) Internal financial controls to be followed by the
Company were laid down and such internal
financial controls were adequate and operating
effectively; and

f) The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

29. Risk Management Policy

Effective risk management is an essential pillar of
our business strategy. We prioritize the continuous
assessment of potential challenges to safeguard our
growth. The Risk Management Committee oversees
how management monitors compliance with the risk
management policies and procedures and reviews
the adequacy of the risk management framework in
relation to the risks being faced by the Company.

The Company has a Risk Management Policy which
deals with major elements of risks that may threaten
existence of the Company and suitable steps to
mitigate the same.

The Risk management policy is available on the
website of the Company at https://media.atherenergy.
com/Risk-Management-Policy.pdf .

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

The Company has a policy on Prevention,
Prohibition & Redressal of Sexual Harassment
at the Workplace in line with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee has been set up
to redress the complaints received regarding sexual
harassment. All employees including contract labour,
consultants, service providers etc. associated with
the Company are covered in this policy. During the
year, the Company complied with all provisions of
the said Act. Following is the summary of complaints
received and disposed during the year:

Number of complaints received: 03

Number of complaints disposed: 07*

Number of complaints withdrawn: 0

Number of complaints pending for more than 90
days: 0**

*4 cases reported in Q4 FY25 were closed in FY26.

**2 cases closed after 90 days, which was reported in FY25.

31. Compliance with the provisions of Maternity
Benefit Act, 1961

The Company has devised proper systems to ensure
compliance with Maternity Benefit Act, 1961. During
the year, the Company complied with all provisions
of the said Act.

32. Compliance with Secretarial Standards

The Company has devised proper systems to ensure
compliance with applicable Secretarial Standards
and such systems are adequate and operating
effectively.

33. Corporate Governance

As per Regulation 34 and Schedule V(C) to the Listing
Regulations, the Corporate Governance Report
with the Compliance certificate from the Practicing
Company Secretary is annexed as
Annexure-VI to
this report.

34. Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 Of 2016)
during the year along with their status as at
the end of the financial year

No application was made or proceedings were
pending under the Insolvency and Bankruptcy Code,
2016 (31 Of 2016) during the financial year.

35. Details of difference between amount of
the valuation done at the time of one-time
settlement and the valuation done while
taking loan from the banks or financial
institutions along with the reasons thereof
During the period under review, the Company has not
entered into any one-time settlement with any Banks
or Financial Institutions; therefore, the disclosure of
valuation differences is not required.

36. Cautionary Statement

Members and readers are cautioned that in the case
of data and information external to the Company,
no representation is made on its accuracy or
comprehensiveness though the same are based
on sources believed to be reliable. Utmost care
has been taken to ensure that the opinions
expressed by the management herein contain its
perceptions, as on the date of the report, on the
material impacts on the Company’s operations, but
it is not exhaustive as they contain forward looking
statements which are extremely dynamic and
increasingly fraught with risk and uncertainties.
Actual results, performances, achievements or
sequence of events may be materially different
from the views expressed herein.

37. Acknowledgement

The Board welcomes its new members who have
come on board pursuant to initial public issue of
the Company. The Board also expresses its sincere
appreciation to the various Government/Regulatory
authorities, Company’s valued customers, suppliers,
vendors and bankers for their continued co¬
operation, trust and support. Further, the Board
conveys its gratitude to the Company’s Founders,
members and other stakeholders for their continued
support. The Board also expresses its deep sense
of appreciation and acknowledgement to all the
employees, for their professional commitment and
dedication in furthering Company’s objectives.

For and on behalf of the Board of Directors of

Ather Energy Limited

Tarun Sanjay Mehta Swapnil Babanlal Jain

Executive Director & CEO Executive Director & CTO

DIN: 06392463 DIN: 06682759

Place: Bengaluru Place: Bengaluru

Date: May 04, 2026 Date: May 04, 2026

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