ATN International Ltd

Appointment: Raj Kumar Dabriwal

• Appointed as Additional Director (Executive & Non-Independent) from 12 Aug 2026 until AGM.
• Subject to shareholders' approval at AGM for FY 2025-26.
• Reason: Approved on recommendation of the Nomination and Remuneration Committee.
• Profile: Director with extensive corporate management experience.
• Relationship: Not related to any director.

Appointment: Kawarlal Kanhaiyalal Ojha

• Appointed as Additional Director (Non-Executive & Non-Independent) from 12 Aug 2026 until AGM.
• Subject to shareholders' approval at AGM for FY 2025-26.
• Reason: Approved on recommendation of the Nomination and Remuneration Committee.
• Profile: Commerce graduate with over 14 years in finance, accounting, taxation, and corporate management.
• Relationship: Not related to any director.

Financial results

• Unaudited standalone quarterly results for quarter ended 30 June 2026 approved; limited review report attached.
• Total income 4.34; total expenditure 17.96; loss after tax 13.62; total comprehensive loss 13.34.

AGM & board actions

• AGM 42nd on Sept 28, 2026 via VC/OAVM; annual report 2025-26 to be sent.
• Appointed Raj Kumar Dabriwal as Executive & Non-Independent Additional Director; subject to shareholder approval.
• Appointed Kawarlal Kanhaiyalal Ojha as Non-Executive & Non-Independent Additional Director; subject to shareholder approval.

Director appointments

• Raj Kumar Dabriwal appointed Additional Director (Executive & Non-Independent) from Aug 12, 2026; term until AGM.
• Kawarlal Kanhaiyalal Ojha appointed Additional Director (Non-Executive & Non-Independent) from Aug 12, 2026; term until AGM.

Capital reduction & disclosures

• Company filed NCLT petition for capital reduction; final order pending; adjustments to follow after order.
• Single- segment financial services; Ind AS 108 not applicable.

Annexures & notes

• Annexure A contains unaudited standalone results and Limited Review Report.
• Annexure B contains appointment details of Raj Kumar Dabriwal and Kawarlal Ojha.

Scheme Overview and Purpose

• Reduction of share capital by cancelling 386.61 million shares to write off accumulated losses.
• Purpose: Restructure capital for accurate financial representation and improve net worth.
• No asset or liability transfer; capital reduction under Section 66 of Companies Act, 2013.

Financial Impact

• Paid-up capital reduced from Rs. 15.78 billion to Rs. 31.56 million.
• Accumulated losses of Rs. 2.35 billion set off against capital.
• Shareholding pattern proportionally unchanged: promoters 0.17%, public 99.83%.
• Fractional shares consolidated and sold; proceeds distributed proportionally to shareholders.
• New shares rank pari-passu with existing shares and remain listed on BSE, NSE, and CSE.

Governance and Approvals

• Scheme effective upon NCLT sanction and filing with Registrar of Companies (Kolkata).
• Subject to shareholder approval by special resolution and NCLT sanction.
• Company authorized to modify or withdraw scheme if required by authorities or circumstances.

Impact on Stakeholders and Operations

• No payout or liability extinguishment to shareholders or creditors; creditors’ rights unaffected.
• No impact on employees’ terms or continuity of service.
• No effect on company’s ability to meet obligations or ongoing legal proceedings.
• Company to issue new share certificates within 90 days of scheme effectiveness; old certificates cancelled.

Other Information

• Costs related to scheme implementation borne by the company.
• Listing benefits and compliance with SEBI LODR Regulations to continue post-reduction.

Capital Reduction

• Special resolution approved for reduction of share capital at 1st EGM FY 2025-26.
• Promoters/promoter group not interested or participating in the resolution.
• Resolution passed with 99.35% votes in favor, 0.65% against; 6.38% total voting turnout.

Shareholding and Control Impact

• No change in promoter holding or control disclosed as a result of the capital reduction.

Board and Governance

• No changes to board or management reported related to this resolution.
• No other material governance or financial impacts disclosed.

Meeting Details ️

• EGM held on March 9, 2026, at registered office in Kolkata from 1:30 PM to 2:30 PM.
• Meeting chaired by Managing Director Santosh Kumar Jain with quorum present.

Resolutions Proposed

• One special resolution proposed: approval of reduction of share capital.

Voting and Outcome

• Voting conducted via remote e-voting and electronic voting at the meeting.

Purpose of EGM

• Approval of reduction of paid-up share capital of the company
• Restructure financial position by eliminating accumulated losses
• Consolidate share capital for long-term stability

Summary of Resolutions

• Special resolution to reduce paid-up capital from Rs. 15.78 crore to Rs. 31.56 lakh
• Cancel and extinguish 3.86 crore equity shares of Rs. 4 each
• No cash payout to shareholders on capital reduction
• Set off Rs. 15.46 crore accumulated losses against paid-up capital
• Authorize directors to file necessary documents with regulatory authorities

Voting Outcome

• Resolution to be approved by special resolution at EGM
• Subject to approval by National Company Law Tribunal (NCLT)

Impact on Shareholding and Control

• Post-reduction paid-up capital will be Rs. 31.56 lakh divided into 7.89 lakh shares
• Shareholding pattern remains unchanged proportionally
• No change in promoter shareholding or control

Utilisation of Funds and Rationale

• Reduction aims to write off Rs. 15.46 crore accumulated losses
• Improves balance sheet to facilitate future equity and debt raising
• No impact on creditors or payment obligations

Board and Management Changes

• No change in management or board composition due to capital reduction

Other Significant Impacts

• New shares post-reduction will rank pari-passu with existing shares
• Company to comply with listing requirements on BSE, NSE, and CSE
• Fractional shares to be consolidated and sold with proceeds distributed to shareholders
• Scheme does not affect employees or ongoing contracts
• Scheme conditional on shareholder and NCLT approvals

Financial Performance

• Board approved unaudited standalone financial results for quarter and nine months ended 31 Dec 2025.
• Results prepared as per Indian Accounting Standard 34 and Companies Act 2013, subject to limited review.
• Limited review report by DooH Bury & Co. found no material misstatements or disclosure deficiencies.
• No tax provision made for the quarter; tax provided annually.
• Company operates in a single primary segment: Structural Services and Homes.

Governance and Compliance

• No changes in directors, auditors, or key management personnel.
• No material regulatory, legal, or compliance issues disclosed.