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”

Ý 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”)

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

Ý 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