Your Board of Directors takes pleasure in presenting the 17^th Annual Report together with the Audited
Financial Statements of the Company for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS:

2. PERFORMANCE:

Standalone

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the
Financial Year ended March 31, 2026 amounted to Rs. 8,056.02 Lakhs as against Rs. 7,234.77
Lakhs in FY 2024-25. the operations of the Company resulted in a net profit of Rs. 885.56 Lakhs
for the FY 2025-26 as against Rs. 768.50 in FY 2024-25.

Consolidated

During the year under review, the Revenue from Operations of the Company on a consolidated
basis amounted to Rs. 8,056.02 Lakhs as against Rs. 7,234.77 Lakhs in the previous fiscal. The
operations resulted in a Comprehensive Income for the period of the company of Rs. 869.17 Lakhs
as against Rs. 758.75 in the previous year.

3. DIVIDEND:

The Board of Directors, after considering the financial performance and future requirements of the
Company, has not recommended any dividend for the financial year ended March 31, 2026.
Accordingly, no dividend has been declared or paid during the year under review.

4. TRANSFER TO RESERVES:

During the year under review, the Company has earned a profit of Rs. 885.56/- Lakhs during the
financial year 2025-26, thus, profit is transferred to the reserves. Further, in consolidation the
profit is around 870.93/- Lakhs.

Total Amount lying in the Standalone Reserve and Surplus account at the end of the year financial
year is Rs. 7,056.33/- Lakhs and in consolidation reserve and surplus stood at Rs. 6,954.74/-
Lakhs.

5. SHARE CAPITAL:

During the financial year under review, the authorised share capital of the Company was Rs.
26,00,00,000 (Rupees Twenty Six Crores only) divided into 26,00,00,000 Equity Shares of Re. 1
(Rupee 1 only) each.

The paid-up Equity Share Capital of the Company as on March 31, 2026 was Rs. 25,10,36,900
(Rupees Twenty Five Crore Ten Lakh Thirty Six Thousand Nine Hundred only) divided into
25,10,36,900 Equity Shares of Re. 1 (Rupee 1 only) each. The equity shares of the Company are
listed on the BSE Limited and the National Stock Exchange of India Limited. There was no change
in the share capital of the Company during the year under review.

6. DEPOSITS:

During the year under review, the Company has not accepted deposits from the public falling within
the ambit of Section 73 of the Companies Act, 2013 (“Act”). As on March 31, 2026, there were no
deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees, Investments by the Company as of March 31, 2026 form part of the
Notes to the financial statements provided in this Annual Report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of sub-section (3) of Section 129 of the Act and Regulation 34(2)
of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including
the financial details of all the subsidiary companies, forms part of this Annual Report. The
Consolidated Financial Statements have been prepared in accordance with the Accounting
Standards prescribed under Section 133 of the Act.

9. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

During the year under the review, the Company has 1(one) Subsidiary Company named Artemis
Opto Electronic Technologies Private Limited (as per Accounting Standard).

No other subsidiary, associate, or joint venture companies were incorporated or ceased during the
year.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the financial
statements of the Subsidiary Companies / Associate Companies/ Joint Venture Companies in the
prescribed Form AOC-1 as Annexure - A is attached to the Financial Statements of the Company.

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the

Act, the Board of Directors of the Company, to the best of its knowledge and belief, hereby confirm

that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2026, the
applicable Accounting Standards have been followed and no material departures have been
made from the same;

b) we have selected such accounting policies and applied 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 at March 31, 2026 and of the profit of the Company for the year ended on
March 31, 2026;

c) we have taken proper and sufficient care 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) we have prepared the annual accounts for the financial year ended on March 31, 2026 on a
going concern basis;

e) we have laid down internal financial controls and the same have been followed by the Company
and that such internal financial controls are adequate and were operating effectively; and

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

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Directors

The Board composition of the Company as on March 31, 2026, was as under:

During the financial year, Mr. Dharmendra Kumar Jain was appointed as an Independent Director
w.e.f. 03^rd February, 2026 and Mr. Krishnakumar Laxman Bangera ceased to be an independent
director after the expiry of his 2^nd term w.e.f. 30^th November, 2025.

After the end of financial year, Ms. Priyanka Yadav has resigned from the post of Independent
Director w.e.f. 03^rd April, 2026 and Ms. Dhruti Harsh Satia has been appointed w.e.f. 20^th April,
2026.

Key Managerial Personnel

Details of Key Managerial Personnel of the Company as on March 31, 2026, are as under:

1. Mr. Shivkumar Chhangur Singh, Whole-time Director and Chief Financial Officer

2. Ms. Sonal Jain, Company Secretary and Compliance Officer
Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of the
SEBI Listing Regulations including amendments thereof, the Company has received declarations
from all the Independent Directors of the Company that they meet the criteria of independence, as
prescribed under the provisions of the Act and the SEBI Listing Regulations. There has been no
change in the circumstances affecting their status as an Independent Director during the year.
Further, the Independent Directors of the Company have also confirmed that they are in compliance
with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Non-Executive Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred
by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

Separate Meetings of Independent Directors:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013,
a separate meeting of the Independent Directors of the Company was held to review the
performance of Non- Independent Directors, the Board as whole, including the Chairman of the
Company and to discuss the matters related to the quality, quantity and timeliness of flow of
information between the Company management and the Board.

Board’s opinion on Independent Director

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board is of the opinion
that Mr. Dharmendra Kumar Jain, who was appointed as an Independent Director of the Company
during the financial year, possesses the requisite integrity, expertise, experience and proficiency
required for the effective discharge of his duties and responsibilities as an Independent Director of
the Company.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel

The Board of Directors have adopted a Nomination and Remuneration Policy in terms of the
provisions of sub-section (3) of Section 178 of the Act and Regulation 19 read with Part D of
Schedule II of the SEBI Listing Regulations, dealing with appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy covers criteria for determining qualifications, positive attributes, independence and
remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel.

Board Evaluation

The Board has carried out an annual performance evaluation of its own performance, individual
Directors and of its committees pursuant to the provisions of the Act and the SEBI Listing
Regulations.

The Board evaluation was conducted through a structured questionnaire designed based on the
criteria for evaluation laid down by the Nomination and Remuneration Committee. In order to have
a fair and unbiased view of all the Directors, the Company engaged the services of an external
agency to facilitate the evaluation process.

A meeting of Independent Directors was held on 02^nd March, 2026, chaired by Mr. Priyanka Yadav,
Lead Independent Director for the meeting, to review the performance of the Chairman and other
Non-Independent Director(s) of the Company and the performance of the Board as a whole as
mandated by Schedule IV of the Act and the SEBI Listing Regulations. The Independent Directors
also discussed the quality, quantity and timeliness of flow of information between the Company
management and the Board, which is necessary for the Board to effectively and reasonably perform
their duties. The feedback of the meeting was shared by Lead Independent Director with the Board
of the Company. The action areas identified out of evaluation process have been discussed and are
being implemented.

Meetings of the Board of Directors

During the year under review, the Board of Directors met eight times, details of which are provided
below:

Committees of the Board

The Board has duly constituted committees namely Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders’
Relationship Committee, which function according to their respective roles and defined scope.

Details of composition, terms of reference and number of meetings held during the financial year
2025-26 for all the Committees are given in the Corporate Governance Report.

12. NOMINATION AND REMUNERATIONPOLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a
Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel,
including criteria for determining qualifications, positive attributes and Independence of Directors.
The said policy is available on the Company’s Website Link:
https ://www. artemiselectricals. com/policies.html

13. AUDITORS:

Statutory Auditors and Auditors’ Report

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors)
Rules, 2014, M/s Agarwal Tibrewal & Co., Chartered Accountant (Firm Registration No.
328977E), had been appointed from the conclusion of the 16^th Annual General Meeting held on
Saturday, 27^th September, 2025 upto conclusion of the 21st Annual General Meeting of the
Company which will held for the financial year ending 31^st March, 2030 and to audit financial
Statements of the Company from the Financial Year 2025-26 to 2029-30 for a term of first five
consecutive years.

The Statutory Auditors’ Report for FY 2025-26 does not contain any qualifications, reservations,
adverse remarks or disclaimers.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and
other applicable provisions of the SEBI Listing Regulations, M/s Ketan Vyas & Company,
Company Secretaries, Peer Review No. 6867/2025, as Secretarial Auditor of the Company to fill
the casual vacancy caused due to the resignation of Ms. Aakruti Somani,

Practicing Company Secretary (Membership No. 54612 and COP No. 20395), were appointed as
the Secretarial Auditors of the Company to hold office for a term of One Year, for FY 2025-26. The
board has recommended appointment of Secretarial Auditor for 5 consecutive years from FY 2026¬
27 till FY 2030-31.

The Secretarial Audit Report in Form MR-3, for FY 2025-26, does not contain any qualifications,
reservations or adverse remarks. The said Secretarial Audit Report is annexed to this Report as
Annexure - B.

Internal Auditor

In terms of the provisions of Section 138 of the Act, Mrs. Sweta Ajit Pawar was re-appointed as the
Internal Auditor of the Company for FY 2026-27.

Cost Auditor

The Cost Audit is not applicable to the Company.

Details in respect of Frauds Reported by Auditors under Section 143(12) of the Act

During the year under review, no frauds were reported by any of the auditors to the Audit Committee
or the Board under Section 143(12) of the Act read with Rules made thereunder.

14. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the CSR
activities undertaken by the Company during the year under review are set out in Annexure - C of
this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended. The CSR Policy is available on the website of the Company at
https://www.artemiselectricals.com/ As per the provisions of the Companies Act, 2013 and the
Rules made thereunder, the Company was required to spend an amount of Rs. 15.67 Lakhs towards
CSR activities during the financial year 2025-26.

15. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the
requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy and no such action is reported. The following is a summary of Sexual
Harassment complaints received and disposed off during the year:

a. No. of Complaints received: Nil

b. No. of Complaints disposed off: Nil

c. Pending beyond 90 days: Nil

d. Disposed-off during FY 2025-26: Nil

e. Pending as on March 31, 2026: Nil

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177(9) and (10) of the Act and the rules framed thereunder,
Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated the Whistle Blower Policy which is
applicable to all employees and all other persons dealing with the Company to inter alia are proton
acceptable proper practices and/or unethical practices and/or genuine concerns and to create
awareness to report instances of leak of Unpublished Price Sensitive Information. The
whistleblower shall address all the protected disclosure to the Company Secretary and Compliance
Officer of the Company. Protected disclosure against the Company Secretary should be addressed
to the Chairman of the Company and protected disclosure against the Chairman should be addressed
to the Chairman of the Audit Committee.

The Policy provides for adequate safeguards against victimization to all whistleblowers who use
such mechanism. During the year under review, none of the personnel of the Company have been
denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company’s
website: https://www.artemiselectricals.com/ .

17. INTERNAL FINANCIAL CONTROL

Details in respect of the adequacy of internal financial controls with reference to the Financial
Statements are stated in the Management Discussion and Analysis section forming part of this
Annual Report.

18. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated
a Policy on Materiality of Related Party Transactions which is also available on the Company’s
website at https://www.artemiselectricals.com/. The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions between the Company and its
Related Parties. All related party transactions are placed before the Audit Committee for review
and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus
approval, prior omnibus approval is obtained for related party transactions on a yearly basis for
transactions which are of repetitive nature and entered in the ordinary course of business and are at
arm’s length. Transactions entered into pursuant to omnibus approval are verified by the Finance
Department and a statement giving details of all related party transactions are placed before the
Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of
business and at arm’s length basis except the Material related party transactions, i.e. transactions
exceeding 10% of the annual turnover as per the last audited financial statement, were entered
during the year by the Company. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-D. Further,
there are no material related party transactions during the year under review with the Promoters,
Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the
Company at large. All related party transactions are mentioned in the notes to the accounts. The
Directors draw attention of the members to Note No. 34 to the standalone financial statements which
set out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule
V of the SEBI Listing Regulations is not applicable and during the year under review, no person(s)
or entity(ies) belonging to the promoter/promoter group which held 10% or more share in the paid-
up equity share capital of the Company.

19. ANNUAL RETURN

As required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company as on March
31, 2026, is available on the website of the Company i.e. https://www.artemiselectricals.com/.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, detailed review
of operations, performance and future outlook of the Company is covered under Management
Discussion & Analysis section of the Integrated Annual Report and is annexed herewith as
Annexure-E.

21. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business of the
Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations, a separate section on corporate governance practices followed by the Company,
together with the following declarations/certifications forms an integral part of this Corporate
Governance Report: (Annexed herewith as “Annexure-F”)

a) A declaration signed by Mr. Shivkumar Chhangur Singh, Whole Time Director & CFO, stating
that the members of Board of directors and senior management personnel have affirmed
compliance with the Company’s Code of Business Conduct and Ethics (Annexed herewith as
“Annexure-G”)

b) A compliance certificate from the Company’s Secretarial Auditor confirming compliance with
the conditions of Corporate Governance (Annexed herewith as “Annexure-H”)

c) A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company;
(Annexed herewith as “Annexure-I”)

d) A certificate of the CFO of the Company, inter alia, confirming the correctness of the financial
statements and cash flow statements, adequacy of the internal control measures and reporting

of matters to the Audit Committee, is also annexed to the Report on Corporate Governance.
(Annexed herewith as “Annexure-J”)

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUT GO:

As required by Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014, your
director’s report as under:

A. Conservation of Energy

a) Steps taken / impact on conservation of energy, with special reference to the following: Nil

b) Steps taken by the company for utilizing alternate sources of energy including waste
generated: Nil

c) Capital investment on energy conservation equipment: Nil

B. Technology absorption:

a) Efforts, in brief, made towards technology absorption. -NIL

b) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction,
product development, import substitution, etc.-NIL

c) In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year), following information may be furnished: NIL

1) Details of technology imported.

2) Year of import.

3) Whether the technology been fully absorbed

4) If not fully absorbed, areas where absorption has not taken place, and the reasons
therefore.

5) Expenditure incurred on Research and Development: Rs NIL

C. Foreign exchange earnings and Outgo: -

23. PARTICULARS OF EMPLOYEES:

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended from time to time, the disclosures pertaining to the remuneration and other details, are
annexed to this Report as Annexure ‘K’.

The statement containing names and other details of the employees as required under sub-section
12 of Section 197 of the Act read with sub-rules (2) and (3) of Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual
Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the
Members and others entitled thereto, excluding the aforesaid information. The said information is
open for inspection and any Member interested in obtaining a copy of the same may write to the
Company.

24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, the Company was not required to transfer any funds and
equity shares to the investor education and protection fund as per the provisions of Section 125 of
the Act.

25. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse
and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed
exercise for identification and steps to control them through a well-defined procedure. The Board
periodically reviews the risks and suggests steps to be taken to control and mitigate the same
through properly defined framework.

26. INSIDER TRADING:

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting
of Trades by Designated Persons’(“the Code”) in accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015 (“PIT Regulations”). The Code is applicable to promoters, member of
promoter group, all Directors and such designated employees who are expected to have access to
unpublished price sensitive information relating to the Company. The Company Secretary is the
Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also
formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI)’ in compliance with the PIT Regulations. This Code is displayed on
the Company’s website, https://www.artemiselectricals.com/index.html.

27. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

28. MATERIAL CHANGES OR COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

The Company got listed on the National Stock Exchange of India Limited (NSE) with effect from
March 12, 2026, pursuant to the listing approval letter received from NSE.

29. OTHER DISCLOSURES:

The Directors confirm that during the year under review and as on the date of this Report:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any
scheme.

c. There was no revision in the financial statements.

d. There has been no change in the nature of business of the Company.

e. The Managing Director & Chairman of the Company did not receive any remuneration or
commission from any of its subsidiaries.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operations in future.

g. The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

h. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

i. There was no instance of one-time settlement with any Bank or Financial Institution.

j. There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of
the SEBI Listing Regulations that are binding on the Company.

k. The Company has been in compliance with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, during the financial year.

30. ACKNOWLEDGEMENT:

The Directors place on record their fathomless appreciation to employees at all levels for their hard
work, dedication and commitment, which is vital in achieving the overall growth of the Company.
The Board places on record its appreciation for the support and co-operation the Company has been
receiving from its suppliers, distributors, business partners and others associated with it as its
trading partners. The Company looks upon them as partners in its progress and has shared with
them the rewards of growth. It will be the Company’s endeavour to build and nurture strong links
with the trade based on mutuality of benefits, respect for and cooperation with each other, consistent
with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients,
Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued
support.

For and on behalf of the Board of Directors
Artemis Electricals And Projects Limited

Shivkumar Chhangur Singh Deepak Kumar

Whole-time Director and CFO Director

DIN: 07203370 DIN: 09292428

Place: Vasai
Date: 04-09-2026

The Directors are pleased to present the 16^th Annual Report and the Audited Financial Statements for the
year ended 31^st March 2025:¬
. FINANCIAL RESULTS:

The Financial Statements of the Company prepared in the form of IND-AS and are in accordance with the
Section 133 of the Companies Act, 2013 (the ‘Act’) read with Companies (Accounts) Rules, 2014 and
amendments thereof. The financial highlights of the Company for the financial year ended March 31, 2025
as compared to financial year ended March 31, 2024, Further, the Company has prepared Consolidated
Financial Statement for the financial year March 31, 2025, Standalone and Consolidated results are
summarized as follows:

Financial Performance Comparison Chart

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

During the year under review, Company’s performance and growth are as follows:

i. Standalone

Income from Operations is Rs. 7,234.77/- Lakhs as compared to the previous financial year of Rs. 4,135.92
/- Lakhs. The Net profit of the Company is Rs 768.50 /- Lakhs as compared to the Net profit in the previous
financial year of Rs. 409.76 /- Lakhs.

ii. Consolidated

Income from operation on consolidation is Rs. 7,234.77 /- Lakhs as compared to previous financial year of
Rs. 4,135.92 /- Lakhs the Net Profit on consolidation is Rs 755.98 /- Lakhs as compared to the profit in
previous financial year to Rs. 389.96 /- Lakhs.

3. TRANSFER TO RESERVE:

During the year under review, The Company has earned profit of Rs. 768.50/- Lakh during the financial year
2024-25, thus, profit is transferred to the reserves. Further, in consolidation the profit is around 755.98 /-
Lakhs.

Total Amount lying in the Standalone Reserve and Surplus account at the end of the financial year is Rs.
6,172.53 Lakhs and in consolidation reserve and surplus stood at Rs. 6,085.58 Lakhs.

4. CHANGE IN NATURE OF BUSINESS:

There was no Change in the nature of Business during the FY 2024-25

5. DIVIDEND:

The Board at its meeting held on 7^th February, 2025, declared an Interim Dividend of Rs. 0.005 per equity
share of face value of Rs. 1/- each for the financial year ending 31^st March, 2025. The said dividend was
declared to the Members whose names appeared in the Register of Members/Beneficial Owners as on 17^th
February, 2025 (Record Date) and the same was paid to the shareholders within the prescribed timelines.

6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATECOMPANY:

i. During the year under the review, the Company has 1(one) Subsidiary Company named Artemis Opto
Electronic Technologies Private Limited.

ii. During the financial year under review, there were no additions in the subsidiaries or Joint Venture.

iii. There were no Companies which ceased to be Subsidiary/Associates/Joint Ventures of the Company.

iv. In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 6 of Companies (Accounts)
Rules, 2014, we have prepared Consolidated Financial Statements of the Company, for its subsidiary which
form part of the Annual Report.

v. Further, a statement containing the salient features of the Financial Statements of the subsidiary the
prescribed format AOC-1 as “Annexure I” is forming part of the Financial Statements. The statement also
provides the details of performance, financial positions of each of its subsidiary

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, the Company was not required to transfer any funds and equity shares
to the investor education and protection fund as per the provisions of Section 125 of the Act.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company, which has
occurred between the end of the financial year for the Company i.e., March 31, 2025, and the date of this

Directors’ Report, except Fire Incident occurred on June 4, 2025 at around 10:01 PM at the Company’s
factory building located at Company’s Factory: Your Board report that there were no casualties or injuries
to any personnel and no loss or damage to the Company’s stock during the incident.

9. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73
and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the
financial year ended March 31, 2025 can be accessed at www.artemiselectricals.com .

11. CHANGES IN SHARE CAPITAL:

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a) APPOINTMENT/CHANGE IN DESIGNATION OF DIRECTORS/KMP:

During the year under review, no changes took place in the management of Board of Directors: -

b) DIRECTORS RETIRE BY ROTATION:

i. Mr. Shivkumar Chhangur Singh (DIN: 07203370), Whole Time Director retires by rotation at the ensuing
Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board
recommends the re-appointment of Mr. Shivkumar Chhangur Singh (DIN: 07203370), Whole Time
Director.

ii. The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial
Standards on General Meeting (‘SS-2’) are given in the Notice of this AGM, forming part of the Annual
Report.

iii. Mr. Shivkumar Chhangur Singh (DIN: 07203370), Whole Time Director is not debarred from holding of
office of Director pursuant to any Order issued by Securities and Exchange Board of India, Ministry of
Corporate Affairs, Reserve Bank of India or any other such authority.

c) CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

*Ms. Priyanka Yadav was re-appointed as a Non-Executive Independent Director of the Company for a second
term offive consecutive years with effect from 3rd September, 2025, pursuant to the approval of Members by
Postal Ballot on 8^th April, 2025..

13. MEETINGS OF THE BOARD OF DIRECTORS:

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors report
that during the Financial Year 2024-25, the Board meets at regular intervals to discuss and review the
business operations. The intervening gap between the two consecutive meetings was within the period
prescribed under the Companies Act, 2013. The notice of Board meeting including detailed agenda is given
well in advance to all the Directors prescribed under the Companies Act, 2013.

During the year under the review, the Company met 11 times on following dates:

1. 30^th May, 2024

2. 20^th July, 2024

3. 14^th August, 2024

4. 05^th September,2024

5. 14^th November, 2024

6. 12^th December, 2024

7. 07^th February, 2025

8. 27^th February, 2025

9. 4^th March, 2025

10. 7^th March, 2025

11. 31^st March, 2025

The details of attendance ofthe Director at the meetings are held during the year under review is stated herewith:

14. DECLARATION OF INDEPENDENT DIRECTOR:

i. The Company has received necessary declarations from all the Independent Directors on the Board of the
Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the
Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable
regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended. The Independent Directors have also 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.

ii. Further, the Independent Directors have also submitted a declaration in compliance with the provision of Rule
6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, which mandated
the inclusion of an Independent Director’s name in the data bank of persons offering to become Independent
Directors, of Indian Institute of Corporate Affairs (“IICA”) for a period of one year or five years or life time
till they continue to hold the office of an Independent Director and also completed the online proficiency test,
conducted by Indian Institute of Corporate Affairs, wherever applicable.

iii. The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified
the veracity of such disclosures and confirmed that the Independent Directors fulfill the conditions of
independence specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the
management of the Company.

iv. In the opinion of the Board, all the Independent Director are persons possessing attributes of integrity,
expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

v. The terms and conditions of the said appointment are hosted on website of the Company
https://www.artemiselectricals.com.

15. ANNUAL PERFORMANCE EVALUATION:

i. Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by
the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination
and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of
its own performance, the directors individually as well as (including chairman) the evaluation of the
working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders’
Relationship Committee of the Company.

ii. The Board has devised questionnaire to evaluate the performances of each of Executive, Non- Executive and
Independent Directors. Such questions are prepared considering the business of the Company and the
expectations that the Board have from each of the Directors. The evaluation framework for assessing the
performance of Directors comprises of the following key areas:

a. Attendance at the Board Meetings and Committee Meetings;

b. Quality of contribution to Board deliberations;

c. Strategic perspectives or inputs regarding future growth of Company and its performance;

d. Providing perspectives and feedback going beyond information provided by the management.

16. SEPERATE MEETINGS OF INDEPENDENTDIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a
separate meeting of the Independent Directors of the Company was held to review the performance of Non¬
Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the
matters related to the quality, quantity and timeliness of flow of information between the Company
management and the Board.

17. BOARD COMMIITTEES:

The Board of Directors has constituted Board Committees to deal with specific areas and activities which
concern the Company and require closer review. The Board Committees are formed with the approval of the
Board, and they function under their respective Charters. These Committees play an important role in the
overall management of the day-to-day affairs and governance of the Company. The Board Committees meet

at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes
of the Committee meetings are presented to the Board for review.

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing
Regulations. Currently, there are four Committees of the Board, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

A detailed note on the composition of the committees is provided in the Corporate Governance Report.

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The CSR Committee comprises of Mr. Deepak Kumar, Mr. Krishnakumar Bangera and Mr. Shivkumar
Singh. The Committee. During the year under review, the company was not required to spend any amount
as Corporate Social Responsibility as per Section 135 of Companies Act, 2013

During the financial year 2024-25, the Committee met once on 31^st March, 2025.

The composition and attendance of the members of the CSR Committee for the financial year 2024¬
25 is stated as follows: -

Pursuant to the provisions of Section 135 of the Act and the Rules made there under, the Company had duly
constituted the Corporate Social Responsibility Committee (CSR Committee) in the Company. As part of its
initiatives under CSR, the Company has identified various projects. These projects are in accordance with
Schedule VII to the Act.

The details as per the provisions are annexed herewith as “Annexure-II”

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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 ofthe 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) The directors had 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 directors had prepared the annual accounts on a going concern basis; and

e) They have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate 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 effectively.

20. NOMINATION AND REMUNERATIONPOLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for
selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for
determining qualifications, positive attributes and Independence of Directors.

The said policy is available on the Company’s Website

Website Link: https://www.artemiselectricals.com/policies/Nomination-and-Remuneration-Policy.PDF

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism /
Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also
provides for adequate safeguards against victimization of directors and employees who avail of the
mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional
cases.

We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit
Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at
https://www.artemiselectricals.com/policies/Whistle-Blower-Policv.pdf.

22. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to
undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for
identification and steps to control them through a well-defined procedure. The Board periodically reviews
the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going
concern status of the Company or will have bearing on company’s operations in future.

24. STATUTORY AUDITOR:

In accordance with the provisions of the Companies Act, 2013, LLB & Co. (Firm Registration No. 117758W)
were appointed as a statutory auditor of the Company for the term of 5 consecutive years, to audit the books
of accounts from the FY 2023-24 to 2027-28, who shall hold office from the conclusion of ensuing General
Meeting till the conclusion of Annual General Meeting at a remuneration as may be agreed upon between the
Board of Directors and the Statutory Auditors for F.Y. 2023-24 to 2027-28.

The Auditor of the Company has resigned from Statutory Auditor of the Company and casual vacancy has
been arising due to resignation of the Auditor.

To fill the said vacancy, the Members of the Company, through Postal Ballot, appointed M/s Agarwal Tibrewal
& Co., Chartered Accountants, Kolkata (Firm Registration No. 328977E) as Statutory Auditors of the
Company for the financial year 2024-25, to hold office until the conclusion of the next Annual General
Meeting of the Company.

Further, the Board of Directors has approved the re-appointment of M/s Agarwal Tibrewal & Co., Chartered
Accountants, Kolkata (Firm Registration No. 328977E) as Statutory Auditors of the Company for a term of
five consecutive years, commencing from the conclusion of the 16th Annual General Meeting until the
conclusion of the 21st Annual General Meeting of the Company to be held in the calendar year 2030, subject
to the approval of the Members at the ensuing Annual General Meeting.

25. AUDITOR’S REPORT:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report
except following remarks mentioned in sub-para’s mentioned below of paragraph 1 under (‘Report on
Other Legal and Regulatory Requirements’ section of Auditor report): -

1a. The company has not updated its records showing quantitative details and situation of the fixed assets.

Board’s Reply: As per the auditor''s recommendation the fixed asset register is under updation process.

Except aforesaid there is no qualification, reservation, adverse remark or disclaimer given by the Auditor
in their Report.

26. INTERNAL AUDITOR:

The report of Internal Auditor issued and the same has been reviewed.

27. SECRETARIAL AUDIT:

The Board had appointed CS Aakruti Somani, Practicing Company Secretaries (Membership No.54612
and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial
year ended March 31, 2025. As per the provisions of Section 204 of the Act read Rules framed there under.
The Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of this Report. The
Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except
penalty and additional fees paid for delay in compliance except following:

> In some of the instance SEBI penalty as per delayedfiling with Regulation 24A, 33, 29(2), 29(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and fine was paid by the Company due
to delayed compliances.

Board Reply: - The delay is happened majorly delay in audit process.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars
issued in this regard, the Company has undertaken an audit for the financial year 2024-25 for all applicable
compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial
Compliance Report duly signed by CS Aakruti Somani, Practicing Company Secretaries (Membership No.
54612 and COP No. 20395) has been submitted to the Stock Exchange.

28. COST AUDITOR:

The Cost Audit is not applicable to the Company.

29. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013 as the same is not applicable to the Company.

30. LOANS, GUARANTEES AND INVESTMENTS:

There are no loans granted, guarantees given and investments made by the Company under Section 186 of
the Companies Act, 2013 read with rules framed thereunder except as stated under Note 5, 6 and 16 to the
financial statement.

31. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a
Policy on Materiality of Related Party Transactions which is also available on the Company’s website at
www.artemiselectricals.com. The Policy intends to ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the Company and its Related Parties. All related party
transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior
omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of
repetitive nature and entered in the ordinary course of business and are at arm’s length. Transactions entered
into pursuant to omnibus approval are verified by the Finance Department and a statement giving details of
all related party transactions are placed before the Audit Committee and the Board for review and approval
on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business
and at arm’s length basis except the Material related party transactions, i.e. transactions exceeding 10% of the
annual turnover as per the last audited financial statement, were entered during the year by the Company.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in
Form AOC-2, annexed as Annexure-IV. Further, there are no material related party transactions during the
year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential
conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to
the accounts. The Directors draw attention of the members to Note No. 38 to the standalone and Consolidated
financial statements which sets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule V of the
SEBI Listing Regulations is not applicable and During the year under review, no person(s) or entity(ies)
belonging to the promoter/promoter group which held 10% or more share in the paid-up equity share capital
of the Company.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEOUTGO:

As required by Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014, your director’s report
as under:

A. Conservation of Energy,

a) Steps taken / impact on conservation of energy, with special reference to the following: Nil

b) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

c) Capital investment on energy conservation equipment: Nil

B. Technology absorption:

a) Efforts, in brief, made towards technology absorption. -NIL

b) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product
development, import substitution, etc.-NIL

c) In case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year), following information may be furnished: NIL

1) Details of technology imported.

2) Y ear of import.

3) Whether the technology been fully absorbed

4) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.

d) Expenditure incurred on Research and Development: Rs NIL

C. Foreign Exchange Earnings And Outgo: NIL

33. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

Disclosures pertaining to remuneration and other 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 is
provided in this Report as “Annexure V” which forms part of this Report.

34. MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion and Analysis Report for the year under review, is presented in a separate section
forming part of the Annual Report and is annexed herewith as “Annexure- VI”.

35. BUSINESS RESPONSIBILITY REPORT:

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual Report
of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report
(“BRR”), thus the Business Responsibility Report is not applicable to us.

36. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company
since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a
separate section on corporate governance practices followed by the Company, together with the following
declarations/certifications forms an integral part of this Corporate Governance Report: (Annexed herewith
as “Annexure-VII”

¦ A declaration signed by Mr. Shivkumar Chhangur Singh, Whole Time Director & CFO, stating that the
members of Board of directors and senior management personnel have affirmed compliance with the
Company’s Code of Business Conduct and Ethics (Annexed herewith as “Annexure-VIII”)

¦ A compliance certificate from the Company’s Secretarial Auditor confirming compliance with the conditions
of Corporate Governance (Annexed herewith as “Annexure-IX”)

¦ A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; (Annexed
herewith as “Annexure-X”)

• A certificate of the CFO of the Company, inter alia, confirming the correctness of the financial statements and
cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit
Committee, is also annexed to the Report on Corporate Governance. (Annexed herewith as “Annexure-XI”)

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has clearly defined organization structure and lines of authority and sufficient Control is
exercised through business review by the Management. The Company has adopted a well-defined system to
ensure adequacy and efficiency of the Internal Financial Control Function.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and the Company complies with all the applicable
provisions of the same during the year under review.

39. ORDER OF COURT:

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your
company’s operation in future.

40. INSIDER TRADING:

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades
by Designated Persons’(“the Code”) in accordance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (“PIT Regulations”). The Code is applicable to promoters, member of promoter group, all
Directors and such designated employees who are expected to have access to unpublished price sensitive
information relating to the Company. The Company Secretary is the Compliance Officer for monitoring
adherence to the said PIT Regulations. The Company has also formulated ‘The Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the
PIT Regulations. This Code is displayed on the Company’s website, www.artemiselectricals.com/ .

41. AFFIRMATIONS AND DISCLOSURES:

a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company
by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets,
during last three financial years: There are no instances of non-compliances by the Company necessitating
imposition of penalties, strictures on the Company by SEBI or any statutory authority, on any matter related
to capital markets except as follows:

Following non-compliances were made by the company during the financial year 2024-25 and Bombay Stock
Exchange Impose the Fines.

Following non-compliances were made by the company during the financial year 2023-24 and Bombay Stock
Exchange Impose the Fines:

Following non-compliances were made by the company during the financial year 2022-23 and Bombay Stock
Exchange Impose the Fines:

b. Details of utilization of funds raised through preferential allotment or qualified institutions placement
as specified under Regulation32 (7A):

Not Applicable.

c. Where the Board had not accepted any recommendation of any committee of the Board which is
mandatorily required, in the relevant financial year: NA

42. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements
of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee has been set up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this policy and no such action is
reported.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. No. of Complaints received: Nil

b. No. of Complaints disposed off: Nil

c. Pending beyond 90 days: Nil

d. Disposed-off during FY 2024-25: Nil

e. Pending as on March 31, 2025: Nil

43. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women employees during the year.

44. 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

As Company has not done any one-time settlement during the year under review hence no
disclosure is required.

45. REPORTING OF FRAUD BY AUDITORS:

In accordance with the provisions of Section 143(12) of the Companies Act, 2013, the Auditors of the
Company have not reported any incident of fraud by the Company or on the Company by its officers or
employees during the year under review. There is no qualification, reservation, adverse remark, or disclaimer
in the Auditor’s Report.

46. DETAILS OF APPLICATION/ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the financial year.

47. COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for
selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for
determining qualifications, positive attributes and Independence of Directors. The said policy is available on
the Company’s Website.

48. ACKNOWLEDGEMENT:

The Directors place on record their fathomless appreciation to employees at all levels for their hard work,
dedication and commitment, which is vital in achieving the over-all growth of the Company. The Board places
on record its appreciation for the support and co-operation the Company has been receiving from its suppliers,
distributors, business partners and others associated with it as its trading partners. The Company looks upon
them as partners in its progress and has shared with them the rewards of growth. It will be the Company’s
endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co¬
operation with each other, consistent with consumer interests. The Directors also take this opportunity to
thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock
Exchanges, for their continued support.

Place: Vasai For and on behalf of the Board of Directors

Date : 05-09-2025

Sd/- Sd/-

Sachin Anant Nivalkar ^Shiv^ku^{mar Chhan}gu^{r Sin}g^h

_Director Whole Time Director and Chief

DIN 07775553 Fm^anri^al °ffi^cer

DIN: 07203370

The Directors are pleased to present the 15^th Annual Report and the Audited Financial Statements for the year ended 31^st March 2024:

1. FINANCIAL RESULTS:

The financial statements of the Company prepared in the form of IND-AS and are in accordance with the Section 133 of the Companies Act, 2013 (the ‘Act’) read with Companies (Accounts) Rules, 2014 and amendments thereof. The financial highlights of the Company for the financial year ended March 31, 2024 as compared to financial year ended March 31, 2023, Further, the Company has prepared consolidated financial statement for the financial year March 31, 2024, Standalone and consolidated results are summarized as follows:

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

During the year under review, Company’s performance and growth are as follows:

i. Standalone

Income from Operations is Rs.4135.92/- Lakhs as compared to the previous financial year of Rs. 5821.76/- Lakhs. The Net profit of the Company is Rs 408.66/- Lakhs as compared to the Net profit in the previous financial year of Rs. 652.22/- Lakhs.

ii. Consolidated

Income from operation on consolidation is Rs. 4135.92/- Lakhs as compared to previous financial year of Rs. 5,821.80/- Lakhs the Net Profit on consolidation is Rs. 388.86/- Lakhs as compared to the profit in previous financial year to Rs. 628.59/- Lakhs.

3. TRANSFER TO RESERVE:

During the year under review, The Company has earned profit of Rs. 408.66/- Lakh during the financial year 2023-24, thus, profit is transferred to the reserves. Further, in consolidation the profit is around 388.86/- Lakhs.

Total Amount lying in the Standalone Reserve and Surplus account at the end of the year financial year is Rs. 5,413.94/- Lakhs and in consolidation reserve and surplus stood at Rs.5,339.51/- Lakhs.

4. CHANGE IN NATURE OF BUSINESS:

Except as mention below there was no Change in the nature of Business during the FY 2023-24

The Shareholder at the 14^th Annual General Meeting held on Saturday, 30^th September, 2023, approved the alteration by way of replacing the Main Objects of Clause III (A) with the following new Clause III(A) as under:

1. To carry on business in India and abroad as Manufactures, Traders, Distributors, Dealers, Exporter, Importer, Suppliers, Brokers, Stockiest & Commission agent, Agency business, processors installation, Selling & Marketing Business, Assembling, Develop, Electrical, Electronic and Instrumentation items, LED Package and LED Lighting Product, Lamps, Street Lights, Display Panels, Modules, Electronic Products, Accessories and other components and devices, Engineering product goods, Plant & Machinery, Equipment, Apparatus and other Gadgets, Appliances, Accessories, Electronic Organisers, Contractors, Light Fitting, erect, to expend money in experimenting upon and testing and in improving or seeking to improve any patents inventions or any other Electrical or Green Power Projects or Products to be used in such Electrical or Green Power Projects. Further, to carry on the business of trading, sales, and supplies of goods and services in India and abroad, also carry on work as civil construction contractors, infrastructure contractors, contractors for any kind of work in construction or engineering projects.

5. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company’s future plans and expansion has decided that it would be prudent, not to recommend any Dividend for the year under review.

6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATECOMPANY:

i. During the year under the review, the Company has 1(one) Subsidiary Company named Artemis Opto Electronic Technologies Private Limited.

ii. During the financial year under review, there were no additions in the subsidiaries or Joint Venture. However, during the FY 2023-24, the company has associated with “PKH Projects LLP” by contributing 23% of shares in the said LLP vide Agreement dated 09^th March, 2024.

iii. There were no Companies which ceased to be Subsidiary/Associates/Joint Ventures of the Company.

iv. In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 6 of Companies (Accounts) Rules, 2014, we have prepared Consolidated Financial Statements of the Company, for its subsidiary which form part of the Annual Report.

v. Further, a statement containing the salient features of the Financial Statements of the subsidiary the prescribed format AOC-1 as “Annexure I” is forming part of the Financial Statements. The statement also provides the details of performance, financial positions of each of its subsidiary

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

Since there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THEREPORT:

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e., March 31, 2024, and the date of this Directors’ Report, that the Company has redeemed 0% Optionally Unsecured Unlisted Convertible Debentures (OCD) of face value of ? 100 each and the same is more specifically described in the Notes no 18 of the Standalone Financial Statement.

9. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2024 can be accessed at http://www.artemiselectricals.com/.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a) APPOINTMENT/CHANGE IN DESIGNATION OF DIRECTORS/KMP:

During the year under review, following changes took place in the management of Board of Directors: -

* Mr. Pravin Kumar Brijendra Kumar Agarwal resigned from the office of Executive Director w.e.f 07th June 2023 during the of Financial Year 2023-24.

** Mr. Sachin Anant Nivalkar was regularized as a Non-Executive Director at the 14^th Annual General Meeting held on Saturday, 30^th September, 2023.

*** The Designation of Mr. Deepak Kumar (DIN: 09292428) was changed from Independent Non-Executive Director to Non-Independent Non-Executive Director by approval of member at the 14^th Annual General Meeting held on Saturday, 30^th September, 2023.

**** Ms. Alheena Khan resigned from the Company on 30th June 2023, she holds position of Company Secretary and Compliance Officer.

*****Ms. Sonal Jain appointed on 01st July 2023, she holds position of Company Secretary and Compliance Office in the Company

b) DIRECTORS RETIRE BY ROTATION:

i. Mr. Sachin Anant Nivalkar (DIN: 07775553), Non- Independent Non-Executive Director retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself

for re-appointment. The Board recommends the re-appointment of Mr. Sachin Anant Nivalkar (DIN: 07775553), Non- Independent Non-Executive Director

ii. The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (‘SS-2’) are given in the Notice of this AGM, forming part of the Annual Report.

iii. Mr. Sachin Anant Nivalkar (DIN: 07775553), Non- Independent Non-Executive Director is not debarred from holding of office of Director pursuant to any Order issued by Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of India or any other such authority.

c) CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

* Mr. Sachin Anant Nivalkar appointed from the company on 07^th June 2023, he holds position of Non-Executive Director and he was further regualarised as a Director at the 14^th Annual General Meeting. held on Saturday, 30^th September, 2023.

** The Designation of Mr. Deepak Kumar (DIN: 09292428) was changed from Independent NonExecutive Director to Non-Independent Non-Executive Director by approval of member at the 14^th Annual General Meeting held on Saturday, 30^th September, 2023.

***Ms. Sonal Jain appointed on 01^st July 2023, she holds position of Company Secretary and Compliance Office in the Company.

13. MEETINGS OF THE BOARD OF DIRECTORS:

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors report that during the Financial Year 2023-24, the Board meets at regular intervals to discuss and

review the business operations. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. The notice of Board meeting including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013.

During the year under the review, the Company met 8 times on following dates, 07^th June,

2023, 30^th June, 2023, 13^th July, 2023, 14^th August, 2023, 08^th September, 2023, 17^th October, 2023, 29^th January, 2024 and 15 ^th February, 2024.

The details of attendance of the Director at the meetings are held during the year under review is stated herewith:

14. DECLARATION OF INDEPENDENT DIRECTOR:

i. The Company has received necessary declarations from all the Independent Directors on the Board of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also 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.

ii. Further, the Independent Directors have also submitted a declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, which mandated the inclusion of an Independent Director’s name in the data bank of persons offering to become Independent Directors, of Indian Institute of Corporate Affairs (“IICA”) for a period of one year or five years or life time till they continue to hold the office of an Independent Director and also completed the online proficiency test, conducted by Indian Institute of Corporate Affairs, wherever applicable.

iii. The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirmed that the Independent Directors fulfill the conditions of independence specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the management of the Company.

iv. In the opinion of the Board, all the Independent Director are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

v. The terms and conditions of the said appointment are hosted on website of the Company

https://www.artemiselectricals.com.

15. ANNUAL PERFORMANCE EVALUATION:

i. Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee of the Company.

ii. The Board has devised questionnaire to evaluate the performances of each of Executive, Non- Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance at the Board Meetings and Committee Meetings;

b. Quality of contribution to Board deliberations;

c. Strategic perspectives or inputs regarding future growth of Company and its performance;

d. Providing perspectives and feedback going beyond information provided by the management.

16. SEPARATE MEETINGS OF INDEPENDENTDIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

17. BOARD COMMIITTEES:

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and require closer review. The Board Committees are formed with the approval of the Board, and they function under their respective Charters. These Committees play an important role in the overall management of the day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes of the Committee meetings are presented to the Board for review.

Y our Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

AUDIT COMMITTEE:

The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The charter of the Committee is in conformity with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this report.

The Committee is constituted/reconstituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 2023-24, the Committee met 5 (Five) times on 26^th April, 2023, 13^th July, 2023, 14^th August, 2023, 17^th October, 2023, 15^th February, 2024.

The composition of Audit Committee as on 31^st March, 2024:

The attendance of the members at the Meeting of Audit Committees held during the FY 2023-24:

NOMINATION AND REMUNERATION COMMITTEE:

The Committee is constituted/reconstituted in line with the requirements mandated by the Act and of the Listing Regulations.

The terms of reference of the Committee are in conformity with the said requirements, as more particularly set out in the Corporate Governance Report, which forms a part of this report.

During the financial year 2023-24, the Committee met 3 (Three) times on 07th June, 2023, 30th June, 2023 and 08th September, 2023.

The Attendance of the members at the Meeting of Nomination and Remuneration Committee held during the FY 2023-24:

STAKEHOLDER RELATIONSHIP COMMITTEE:

Stakeholders’ Relationship Committee of the Company was constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations, to look into the redressal of shareholders’/ investors’ complaints, such as transfer of securities, non-receipt of dividend, notice, annual reports and all other securities holder related matters

The Stakeholder Relationship Committee comprises of Mr. Saideep Shantaram Bagale, Mr. Krishnakumar Bangera and Mr. Shiv Kumar Singh. The Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 2022-23, the Committee met Three (3) times on 26^th April, 2023, 08^th September, 2023 and 17^th October, 2023.

The composition and attendance of the members of the Stakeholders’ Relationship Committee for the financial year 2023-24 is as follows:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR Committee comprises of Mr. Deepak Kumar, Mr. Krishnakumar Bangera and Mr. Shivkumar Singh. The Committee. During the year under review, the company was not required to spend any amount as Corporate Social Responsibility as per Section 135 of Companies Act, 2013

During the financial year 2023-24, the Committee met twice on 26^th April, 2023 and 30^th March, 2024.

The composition and attendance of the members of the CSR Committee for the financial year 2023-24 is stated as follows: -

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Act and the Rules made there under, the Company had duly constituted the Corporate Social Responsibility Committee (CSR Committee) in the Company. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII to the Act.

The details as per the provisions are annexed herewith as “Annexure-II”

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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 affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had 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 directors had prepared the annual accounts on a going concern basis; and

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate 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 effectively.

20. NOMINATION AND REMUNERATIONPOLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors.

The said policy is available on the Company’s Website

Website Link: https://www.artemiselectricals.com/policies/Nomination-and-Remuneration-Policy.PDF

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://www.artemiselectricals.com/assets/pdf/Whistle-Blower-Policy.pdf.

22. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company’s operations in future.

24. STATUTORY AUDITOR:

The Statutory Auditors of the Company, M/s. LLB & CO., Chartered Accountant, Mumbai (FRN No:

117758W), had been appointed at the 14^th Annual General Meeting held on Saturday, 30^th September, 2023 for a term of first five consecutive years i.e from the Financial Year 2023-24 to 2028-29.

25. AUDITOR’S REPORT:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in Their Report except following remarks mentioned in sub-para’s mentioned below of paragraph 1 under (‘Report on Other Legal and Regulatory Requirements’ section of Auditor report)

1a. the company has not updated its records showing quantitative details and situation of the fixed assets.

Board’s Reply: As per the auditor''s recommendation the fixed asset register is under updation process.

1b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company does have a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner. However, the company has not maintained proper records showing full particulars, including quantitative details and situation of PPE as on 31st March 2024. In the absence of details, we are unable to comment on position of PPE.

Board’s Reply: The Company shall appoint suitable agencies for maintaining Property, Plant and Equipment (PPE) records.

1d. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right-of-use assets) during the year.

Board’s Reply: There is no significant change in the value of the asset, Thus the company has not revalued its Property, Plant and Equipment (including Right-of-use assets) during the year.

2a. Proper records of inventory are not maintained by the company. As explained to us, the discrepancies identified in physical stocks as compared to records maintained are properly dealt in the books of accounts. However, in the absence of details, we are unable to comment on inventory.

Board’s Reply: The details of inventories is duly maintained by the management, Further the management shall take additional steps to ensure the deficiencies for the observation.

7a According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax (‘GST’), Income-tax, Duty of Customs, Cess, Provident fund, Employees’ State Insurance and other material statutory dues have generally been regularly deposited with the appropriate authorities except mentioned below.

a) The company has failed to pay TDS on time for Q1, Q2, Q3 & Q4 amounting to Rs. 88.,096, Rs.

1,59,859/-, Rs. 14,557/- and Rs. 51,697/- respectively.

b) The company has failed to pay Professional Tax from past couple of years amounting to Rs. 51,957/-

Board’s Reply: Due to unavoidable circumstance as on reporting period there is some delay in payment of Dues.

7b According to the information and explanations given to us, statutory dues relating to Sales Tax, Value Added Tax, Service Tax, Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs, Duty of Excise or Cess or other statutory dues which have not been deposited on account of any dispute are as under:

Board’s Reply: The company had appointed professional to assist the matter depending.

Disclaimer of Opinion in Annexure B to the Independent Auditors’ Report: The information and explanations provided by the management on system of Internal Financial Controls over financial reporting were not complete to enable us to determine if the Company has established adequate Internal Financial Controls over financial reporting and whether such Internal Financial Controls were operating effectively as at 31 March 2024.

Board’s Reply: The Company has made adequate Internal Financial Control, However some of the areas of IFC not been adequately reported.

26. REPORTING OF FRAUD BY AUDITORS:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report except following remarks mentioned in sub-para’s mentioned below of paragraph 1 under (‘Report on Other Legal and Regulatory Requirements’ section of Auditor report).

27. INTERNAL AUDITOR:

The report of Internal Auditor issued and the same has been reviewed by Audit Committee and Board.

28. SECRETARIALAUDIT:

The Board had appointed CS Aakruti Somani, Practicing Company Secretaries (Membership No.54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except penalty and additional fees paid for delay in compliance except following:

> In some of the instance SEBI penalty as per delayed filing with Regulation 24A, 33, 29(2), 29(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and fine was paid by the Company due to delayed compliances.

> Board Reply: - The delay is happened majorly delay in audit process.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS Aakruti Somani, Practicing Company Secretaries (Membership No. 54612 and COP No. 20395) has been submitted to the Stock Exchange.

29. COST AUDITOR:

The Cost Audit is not applicable to the Company.

30. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Pursuant to the Rules made by the Central Government of India, the Company is required to Maintain cost records as specified under section 148(1) of the Act in respect of its products and the Company has Complied with this Provisions.

31. LOANS, GUARANTEES ANDINVESTMENTS:

There are no loans granted, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder except as stated under Note 5, 6 and 16 to the financial statement.

32. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Company’s website at www.artemiselectricals.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm’s length. Transactions entered into pursuant to omnibus approval are verified by the Finance Department and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arm’s length basis except the Material related party transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-IV. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 38 to the standalone financial statements which sets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations is not applicable and During the year under review, no person(s) or entity(ies) belonging to the promoter/promoter group which held 10% or more share in the paid-up equity share capital of the Company.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

As required by Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014, your director’s report as under:

A. Conservation of Energy,

a) Steps taken / impact on conservation of energy, with special reference to the following: Nil

b) Stepstakenbythecompanyforutilizingalternatesourcesofenergyincludingwastegenerated: Nil

c) Capital investment on energy conservation equipment: Nil

B. Technology absorption:

a) Efforts, in brief, made towards technology absorption. -NIL

b) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.-NIL

c) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: NIL

1) Details of technology imported.

2) Y ear of import.

3) Whether the technology been fully absorbed

4) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.

d) Expenditure incurred on Research and Development: Rs NIL

35. MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as “Annexure- VI”.

36. BUSINESS RESPONSIBILITYREPORT:

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report (“BRR”), thus the Business Responsibility Report is not applicable to us.

37. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Report: (Annexed herewith as “ANNEXURE-VII”)

1. A declaration signed by Mr. Shivkumar Singh, Whole Time Director & CFO, stating that the members of Board of directors and senior management personnel have affirmed compliance with the Company’s Code of Business Conduct and Ethics (Annexed herewith as “Annexure-VIII”)

2. A compliance certificate from the Company’s Secretarial Auditor confirming compliance with the conditions of Corporate Governance (Annexed herewith as “Annexure-IX”)

3. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; (Annexed herewith as “Annexure-X”)

4. A certificate of the CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to the Report on Corporate Governance. (Annexed herewith as “Annexure-XI”)

40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has clearly defined organization structure and lines of authority and sufficient Control is exercised through business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

41. COMPLIANCE WITH SECRETARIALSTANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

42. ORDER OF COURT:

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your company’s operation in future.

43. INSIDER TRADING:

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons’(“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. This Code is displayed on the Company’s website, www.artemiselectrials.com

44. AFFIRMATIONS AND DISCLOSURES:

a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years: There are no instances of non-compliances by the Company necessitating imposition of penalties, strictures on the Company by SEBI or any statutory authority, on any matter related to capital markets except as follows:

Following non-compliances were made by the company during the financial year 2023-24 and Bombay Stock Exchange Impose the Fines:

b. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation32 (7A):

Not Applicable.

c. Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: NA

46. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and no such action is reported

47. ACKNOWLEDGEMENT:

The Directors place on record their fathomless appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the over-all growth of the Company. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company’s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

1

Mr. Pravinkumar Agarwal resigned from Directorship with effect from 07^th June, 2023

2

Mr. Sachin Nivalkar appointed on the Board with effect from 07^th June, 2023

3

The designation of Mr.Deepak Kumar was Changed by the approval of Member at 14 ^th Annual

General Meeting Held on 30^th September, 2023 from Non Executive Independent Director to Non

Executive Non-Independent Director

The Directors are pleased to present the 14^th Annual Report and the Audited Financial Statements for the year ended 31^st March 2023:

1. FINANCIAL RESULTS:

Effective from the previous financial year 2022-23, The financial statements of the Company prepared in the form of IND-AS and are in accordance with the Section 133 of the Companies Act, 2013 (the ''Act'') read with Companies (Accounts) Rules, 2014 and amendments thereof. The financial highlights of the Company for the financial year ended March 31, 2023 as compared to financial year ended March 31, 2023, Further, the Company has prepared consolidated financial statement for the financial year March 31, 2023, Standalone and consolidated results are summarized as follows:

2. STATE OF COMPANY''S AFFAIRS AND FUTUREOUTLOOK:

During the year under review, Company''s performance and growth are as follows: Income from Operations is Rs. 5821.76 lakhs as compared to the previous F.Y of Rs. 3,432.95 lakhs. The Net profit of the Company is Rs. 652.22 Lakhs as compared to the Loss in the previous F.Y. of Rs. (1,154.17) Lakhs. Further, income from operation on consolidation is Rs. 5,821.80 lakhs as compared to previous F.Y. of Rs. 3432.95 and the Net Profit on consolidation is Rs. 628.59 Lakhs as compared to the Loss in previous F.Y. to Rs.1185.17.

3. TRANSFER TO RESERVE:

During the year under review, The Company has earned profit of Rs. 652.22 Lakh during the financial year 2022-23, thus, profit is transferred to the reserves. Further, in consolidation the profit is around 628.59 Lakhs.

Total Amount lying in the Standalone Reserve and Surplus account at the end on the year is Rs. 5,105.95 / - Lakhs and in consolidation reserve and surplus stood at Rs. 5,051.32/ - Lakhs.

4. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business during the year under review.

5. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company''s future plans and explosion has decided that it would be prudent, not to recommend any Dividend for the year under review.

6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATECOMPANY:

During the year under the review, the Company has 1(one) Subsidiary Companies. The details of the same are as follows:

A. Artemis Opto Electronic Technologies Private Limited - Subsidiary

The Company does not have any Holding and Joint Venture or Associate during the year under review.

In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 6 of Companies (Accounts) Rules, 2014, we have prepared Consolidated Financial Statements of the Company, for its subsidiary which form part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of the subsidiary the prescribed format AOC-1 as "Annexure I" is forming part of the Financial Statements. The statement

also provides the details of performance, financial positions of each of its subsidiary

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

Since there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THEREPORT:

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e., March 31, 2023, and the date of this Directors'' Report.

9. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2023 can be accessed at http: / /www .artemiselectricals.com/.

11. CHANGES IN SHARECAPITAL:

During the year review there was change in the Financial Year 2022-23 as follows:

*Sub-division of equity shares from the face value of Rs.10/- to face value of Rs. 1/- per share as on record date decided by the Board of Director i.e. March 31, 2023.

a) APPOINTMENT/CHANGE IN DESIGNATION OF DIRECTORS:

During the year under review, following changes took place in the management of Board of Directors: -

* Mr. Pravin Kumar Brijendra Kumar Agarwal resigned from the company on 07^th June 2023, he holds position of executive director during financial year 2022-23.

** Mr. Sachin Anant Nivalkar appointed from the company on 07^th June 2023, he holds position of NonExecutive Director.

***Ms. Alheena Khan resigned from the company on 30^th June 2023, she holds position of Company Secretary and Compliance Officer during financial year 2022-23.

****Ms. Sonal Jain Appointed from the company on 01^st July 2023, she hold position of Company Secretary and Compliance Officer.

13. MEETINGS OF THE BOARD OFDIRECTORS:

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors report that during the Financial Year 2022-23, the Board meets at regular intervals to discuss and review the business operations. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. The notice of Board meeting including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013.

During the year under the review, the Company met 7 times on following dates, 30^th May, 2022, 14^th August, 2022, 07^th September, 2022, 14^th November, 2022, 27^th December, 2022, 16^th January, 2023 and 17^th March, 2023.

The details of attendance of the Director at the meetings are held during the year under review is stated herewith:

Stakeholders'' Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, NonExecutive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance at the Board Meetings and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and its performance;

4. Providing perspectives and feedback going beyond information provided by the management.

16. SEPARATE MEETINGS OF INDEPENDENTDIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

17. BOARD COMMIITTEES:

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Krishna Kumar Bangera, Mr. Pravin Kumar Agarwal and Ms. Richa Sharma. The Committee was re-constituted as on May 30, 2022 and comprises with Krishna Kumar Bangera, Mr. Pravin Kumar Agarwal and Mr. Deepak Kumar. The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

The charter of the Committee is in conformity with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this report.

The composition and attendance of the members of the Audit Committees:

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of Mr. Saideep Shantaram Bagale, Mr. Krishnakumar Bangera and Ms. Richa Sharma. The Committee was re-constituted as on May 30, 2022 and Committee comprises of Mr. Saideep Shantaram Bagale, Mr. Krishnakumar Bangera and Ms. Deepak Kumar. The Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

The terms of reference of the Committee are in conformity with the said requirements, as more particularly set out in the Corporate Governance Report, which forms a part of this report.

During the financial year 2022-23, the Committee met 3 (Three) times on 30^th May 2022, 14^th August, 2022 and 16 ^th January 2023.

The composition and Attendance of the members of the Nomination and Remuneration Committee for the financial year 2022-23 is as follows:

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee comprises of Mr. Saideep Shantaram Bagale, Mr. Krishnakumar Bangera and Mr. Shiv Kumar Singh. The Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

The composition and attendance of the members of the Stakeholders'' Relationship Committee for the financial year 2022-23 is as follows:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR Committee comprises of Ms. Richa Sharma, Mr. Krishnakumar Bangera and Mr. Shiv kumar Singh. The Committee was re-constituted as on May 30, 2022 and comprises with Mr. Deepak Kumar, Mr. Krishnakumar Bangera and Mr. Shiv Kumar Singh. During the year under review, the company was required to spend an amount of Rs. 2.13 Lakhs towards activities as stipulated under Schedule VII of the Act. The Company has spent Rs. 2.13 Lakhs towards CSR initiatives.

During the financial year 2022-23, the Committee met Twice on 30^th May 2022 and 16 ^th January 2023.

The composition and attendance of the members of the CSR Committee for the financial year 2022- 23 is stated as follows: -

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Act and the Rules made there under, the Company had duly constituted the Corporate Social Responsibility Committee (CSR Committee) in the Company. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII to the Act.

19. DIRECTORS'' RESPONSIBILITYSTATEMENT:

Pursuant to Section 134 (5) of Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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 affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had 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 directors had prepared the annual accounts on a going concern basis; and

e) The Company being unlisted sub clause (e) of section 134(3) is not applicable.

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 effectively.

20. NOMINATION AND REMUNERATIONPOLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors.

The said policy is available on the Company''s Website

Website Link: https://www.artemiselectricals.com/assets/pdf/Nomination-and-

Remuneration-Policy.PDF

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if

any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://www.artemiselectricals.com/assets/pdf/Whistle-Blower-Policy.pdf.

22. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

24. STATUTORYAUDITOR:

The Statutory Auditors of the Company, M/s. Mittal Agarwal & Co., Chartered Accountant [ICAI Registration No. 131025W], had been appointed at the Annual General Meeting held

on 30^th September, 2019 for a term of four consecutive years i.e. up to the conclusion of Annual General Meeting for the financial year 2022-23, The statutory auditor confirmed that, they satisfy the eligibility criteria to be appointed as Statutory Auditor in the Company.

As the terms of Auditor has been expired, the Board of Director recommended to appointment of M/s. LLB & CO., Chartered Accountant, Mumbai (FRN No: 117758W) as a statutory auditor and to audit financial Statements of the Company from the Financial Year 2023-24 to 2028-29.

25. AUDITOR''S REPORT:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in Their Report except following remarks mentioned in sub-para''s mentioned below of paragraph 1 under (''Report on Other Legal and Regulatory Requirements'' section of Auditor report)

1a the company has not updated its records showing quantitative details and situation of the fixed assets. Board''s Reply: The Company updated the Fixed Assets Register, however the auditor commented for the upgradation on the basis of some key indicative factors, the company shall comply the same.

3b. based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has granted advances in the nature of loans to eight parties other than subsidiaries, associates or joint ventures as below:_

Board''s Reply: These are not the typical of loan, they are business advances.

3f. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has given advances in the nature of loans without specifying any terms or period of repayment as below:

Board''s Reply: These are not the typical of loan, they are business advances.

la According to the information and explanations given to us, no undisputed amounts payable

in respect of GST, Income-tax, Duty of Customs, Cess and other material statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable except in respect of Tax Deducted at Source of ? 170.96 Lakhs.

Board''s Reply: Due to unavoidable circumstances, As on reporting period there is some delay in payment of Dues.

7b. According to the information and explanations given to us, statutory dues relating to Sales Tax, Value Added Tax, Service Tax, Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs, Duty of Excise or Cess or other statutory dues which have not been deposited on account of any dispute are as under:

Board''s Reply: The company had appointed professional to assist the matter depending.

Disclaimer of Opinion in Annexure B to the Independent Auditors'' Report: The information and explanations provided by the management on system of Internal Financial Controls over financial reporting were not complete to enable us to determine if the Company has established adequate Internal Financial Controls over financial reporting and whether such Internal Financial Controls were operating effectively as at 31 March 2023.

Board''s Reply: The Company has made adequate Internal Financial Control, as the ERP system was crashed, thus, some of the areas of IFC not been adequately reported.26. REPORTING OF FRAUD BY AUDITORS:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report except following remarks mentioned in sub-para''s mentioned below of paragraph 1 under (''Report on Other Legal and Regulatory Requirements'' section of Auditor report).

27. INTERNAL AUDITOR:

For the financial year 2022-23, the Company in the Board Meeting appointed Mr. Sharad Rustagi, Chartered Accountants, as an Internal Auditors of the Company for the financial year 2022-23 and the report of Internal Auditor issued and the same has been reviewed by audit and Board.

28. SECRETARIALAUDIT:The Board had appointed CS Aakruti Somani, Practicing Company Secretaries

(Membership No.54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except penalty

and additional fees paid for delay in compliance except following:

> In some of the instance SEBI penalty as per Non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and additional fees was paid by the Company due to delayed compliances.

> Board Reply:- The delay is happened majorly delay in audit process due to a technical issue in the new XBRL format for Regulation 23(9).

Further, attention was drawn by Secretarial auditor on flowing para :-

Attention is drawn that there were certain delays in the redemption of debentures by the Company, however the Company and Debenture holders have mutually agreed to reschedule the redemption of debenture to 15th November 2023, also the few debenture holders have extinguished their right over the premium on debenture redemption amounting to ? 10.45 Crores vide various letters exchanged till the date of this report. Effect of such waivers / extinguishments have already been considered in these financial statements.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS Aakruti Somani, Practicing Company Secretaries (Membership No. 54612 and COP No. 20395) has been submitted to the Stock Exchange.

29. COST AUDITOR:

The Cost Audit is not applicable to the Company.

30. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Pursuant to the Rules made by the Central Government of India, the Company is required to Maintain cost records as specified under section 148(1) of the Act in respect of its products and the Company has Complied with this Provisions.

31. LOANS, GUARANTEES ANDINVESTMENTS:

There are no loans granted, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder except as stated under Note 5 & 8 to the financial statement.

32. RELATED PARTYTRANSACTIONS:

In line with the requirements of the Act and SEBI Listing Regulations, the Company has

formulated a Policy on Materiality of Related Party Transactions which is also available on the Company''s website at www.artemiselectricals.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm''s length. Transactions entered into pursuant to omnibus approval are verified by the Finance Department and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arm''s length basis except the Material related party transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-IV. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 38 to the standalone financial statements which sets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations is not applicable and During the year under review, no person(s) or entity(ies) belonging to the promoter/promoter group which held 10% or more share in the paid-up equity share capital of the Company.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

As required by Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014, your director''s report as under:

A. Conservation of Energy,

a) Steps taken / impact on conservation of energy, with special reference to the following: Nil

b) Stepstakenbythecompanyforutilizingalternatesourcesofenergyincludingwastegenerated:

Nil

c) Capital investment on energy conservation equipment: Nil

B. Technology absorption:

a) Efforts, in brief, made towards technology absorption.

b) Benefits derived as a result of the above efforts, e.g., product improvement, cost

reduction, product development, import substitution, etc.

c) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

1) Details of technology imported.

2) Year of import.

3) Whether the technology been fully absorbed

4) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.

d) Expenditure incurred on Research and Development: Rs NIL

34. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of ratio of remuneration of each director to the median employee''s remuneration are appended to this report as "Annexure V".

35. MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure-VI".

36. BUSINESS RESPONSIBILITYREPORT:

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report ("BRR"), thus the Business Responsibility Report is not applicable to us.

37. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Report: (Annexed herewith as "ANNEXURE-VII")

1. A declaration signed by Mr. Krishna Kumar Bangera, Chairman and Independent Director, stating that the members of Board of directors and senior management personnel have affirmed compliance with the Company''s Code of Business Conduct and Ethics (Annexed herewith as "Annexure-VIII")

2. A compliance certificate from the Company''s Secretarial Auditor confirming compliance with the conditions of Corporate Governance (Annexed herewith as "Annexure-IX")

3. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; (Annexed herewith as "Annexure-X")

4. A certificate of the CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to the Report on Corporate Governance. (Annexed herewith as "Annexure-XI")

40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has clearly defined organization structure and lines of authority and sufficient Control is exercised through business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

41. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

42. COMPLIANCE WITH SECRETARIALSTANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

43. ORDER OF COURT:

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your company''s operation in future.

44. INSIDER TRADING:

The Company has adopted an ''Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons''("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated ''The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. This Code is displayed on the Company''s website, www.artemiselectrials.com

45. AFFIRMATIONS AND DISCLOSURES:

a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years: There are no instances of non-compliances by the Company necessitating imposition of penalties, strictures on the Company by SEBI or any statutory authority, on any matter related to capital markets except as follows:

Following non-compliances were made by the company during the financial year 2022-23 and Bombay Stock Exchange Impose the penalties:

b. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation32 (7A): The Company has issued 0% Optionally Convertible Debenture through preferential allotment and allotted Rs.17.50 crore Debentures of Rs.100 each during the financial year 2021-22. The Fund Raised have been fully utilized for the purposes specified in the issue documents and there is no deviation in the use of proceeds.

c Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: NA46. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and no such action is reported

47. ACKNOWLEDGEMENT:

The Directors place on record their fathomless appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the over-all growth of the Company. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

The Directors regret the loss of life due to COVID-19 pandemic globally and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

1

Mr. Pravin Kumar Brijendra

Kumar Agarwal cessation of office from Executive Director after completion of Financial Year 2022-23.

2

Mr. Sachin Anant Nivalkar Appointment as Additional Non-Executive Director after completion of Financial Year 2022-23.

b) DIRECTORS RETIRE BY ROTATION:

Mr. Saideep Shantaram Bagale (DIN: 07196456), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Saideep Shantaram Bagale (DIN: 07196456).

3

Mr. Richa Sharma (DIN: 09292428) was resigned as a Non-Executive Independent Director w.e.f. 30.05.2022.

14. DECLARATION OF INDEPENDENT DIRECTOR:

The Company has received declaration from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act.

15. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and