Artemis Electricals & Projects Ltd Directors Report

<dhheadBoards Report</dhhead

To,

The Members,

Artemis Electricals and Projects Limited (Formerly Known as Artemis Electricals Limited)

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

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, 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:

(Rs in Lakhs except EPS)

Particulars	Standalone		Consolidated
	CY ended	PY ended 31/03/202	CY ended	PY ended
Revenue from business operations	7,234.77	4,135.92	7,234.77	4,135.92
Other Income	58.28	11.87	58.28	11.87
Total Income	7,293.05	4,147.79	7,293.05	4,147.79
Less: - Total Expenses	6,264.83	3,600.00	6,281.56	3,626.46
Profit / (Loss) before exceptional items and tax	1,028.21	547.79	1,011.48	521.33
Less: - Exceptional items	-	-	-	-
Profit / (Loss) before Tax	1,028.21	547.79	1,011.48	521.33
Less: - Tax Expenses Current Tax	133.44	39.42	133.44	39.42
Taxes for earlier years	-	-	-	-
Deferred tax	126.27	98.61	122.06	91.95
Profit (Loss) for the period	768.50	409.76	755 .98	389.96
Less: - Other Comprehensive Income	2.76	(1.10)	2.76	(1.10)
Total Comprehensive Income for the period	771.27	408.66	758.75	388.86
Earnings per equity share for profit attributable to
Basic EPS	0.31	0.16	0.30	0.15
Diluted EPS	0.31	0.16	0.30	0.15

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During the year under review, Companys 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 Companys factory building located at Companys Factory: Your Board report that there were no casualties or injuries to any personnel and no loss or damage to the Companys 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:

Particulars	As at 31 March 2025
	Number of Shares	Rs. (In lakhs)
Shares outstanding at the beginning of the year @ Rs. 1/- per share	25,10,36,900	2,510.37
Changes during the year	-	-
Shares outstanding at the end of the year @ Rs. 1 per share,	25,10,36,900	2,510.37

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: -

Sr. No.	DIN	Name of Director	Designation	Nature	Date of Appointment/ Change in designation/Cessation (with effect from)
1.	08858855	Ms. Priyanka Yadav	Non-Executive Independent Director	Re appointment of 2nd term of upto 5 (five) consecutive years	April 8, 2025

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:

Sr. No.	DIN	Name of Director/Key Managerial Personnel	Designation
1	02082675	Mr. Krishnakumar Laxman Bangera	Chairman Cum Non-Executive Independent Director
2	07203370	Mr. Shivkumar Chhangur Singh	Whole time Director
3	07196456	Mr. Saideep Shantaram Bagale	Non-Executive Non-Independent Director
4	09292428	Mr. Deepak Kumar	Non-Executive Non-Independent Director
5	08858855	Ms. Priyanka Y adav*	Non-Executive Independent Director
6	07775553	Mr. Sachin Anant Nivalkar	Non-Executive Non -Independent Director
7	07203370	Mr. Shivkumar Chhangur Singh	Chief Financial Officer
8	--	Ms. Sonal Jain***	Company Secretary & Compliance Officer

*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:

Sr. No.	Name of Directors	Designation	of Meeting attended
1.	Mr. Krishnakumar Bangera	Chairman cum Independent- NonExecutive Director	11
2	Mr. Sachin Nivalkar	Non-Executive Director- NonIndependent Director	11
3	Mr. Shivkumar Chhangur Singh	Whole Time Director and Chief Financial Officer	11
4	Mr. Saideep Shantaram Bagale	Non-Executive Director- NonIndependent Director	11
5	Ms. Priyanka Yadav	Independent-Non-Executive Director	11
6	Mr. Deepak Kumar	Non-Independent-Non-Executive Director	11

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 Directors 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 NonIndependent 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 202425 is stated as follows: -

Name of the Director	Position in Committee	Designation in Board	No. of Meeting attended
Mr. Deepak Kumar	Chairperson	Non-Executive - Non Independent Director	1
Mr. Krishnakumar Bangera	Member	Non-Executive - Independent Director	1
Mr. Shivkumar Singh	Member	Whole Time Director	1

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 Companys 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 COMPANYS 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 companys 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. AUDITORS REPORT:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report except following remarks mentioned in sub-paras 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.

Boards Reply: As per the auditors 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 subsection (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 Companys 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 arms 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 arms 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 directors 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 Companys Code of Business Conduct and Ethics (Annexed herewith as "Annexure-VIII")

A compliance certificate from the Companys 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 companys 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 Companys 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.

S N	Compliance Requirement Regulations, Circulars and Guidelines including specified clause)	Deviations	Observations/ Remarks of the Board
1	Regulation 33 of SEBI (LODR) Regulations, 2015, the listed entity shall submit quarterly and year to date standalone financial results to the Stock exchange within 45 days of end of each quarter (other than last quarter) along with limited review report or Audit report as applicable.	The Company has made delay in submission of the financial results within the period prescribed under this regulation	Due to delay in Finalization of Financial Results.
2	Regulation 24A of SEBI(LODR) Regulations, 2015, the listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year.	The Company has made delayed submission of the report	Due to delay in Finalization of Financial Results
3	Regulation 33 of SEBI (LODR) Regulations, 2015, the listed entity shall submit quarterly and year to date standalone financial results to the Stock exchange within 45 days of end of each quarter (other than last quarter) along with limited review report or Audit report as applicable.	The Company has made delayed in submission of the financial results within the period prescribed under this regulation	Delay in finalization of Financial results due to statutory audit queries .
4	Regulation 29(2) 29(3) of SEBI (LODR) Regulations,2015-The Company shall give an advance notice of at least 5 working days for Financial Results	Delay in furnishing prior intimation about the meeting of the board of directors	Meeting held at Shorter notice and without Intimation

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

S N		Compliance Requirement Regulations, Circulars and Guidelines including specified clause)	Deviations		Observations/ Remarks of the Board
1		Regulation 24A of SEBI(LODR) Regulations, 2015, the listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year.	The Company has not submitted the report in the specified time frame		Due to delay in Finalisation of Financial Results.
2		Regulation 33 of SEBI (LODR) Regulations, 2015, the listed entity shall submit quarterly and year to date standalone financial results to the	The Company has not submitted the		Delay in finalisation of Financial results due to statutory audit queries
	Stock exchange within 45 days of end of each quarter (other than last quarter) along with limited review report or Audit report as applicable.		disclosure in the specified time frame	pertaining to debenture issue, as well as shareholders queries regarding specific documents/discrepancies.
3	Regulation 29(2) 29(3) of SEBI (LODR) Regulations,2015-The Company shall give an advance notice of atleast 5 days for Financial Results		The Company has not submitted the disclosure in the specified time frame	Meeting held at Shorter notice and without Intimation
4	Regulation 33 of SEBI (LODR) Regulations, 2015, the listed entity shall submit quarterly and year to date standalone financial results to the Stock exchange within 45 days of end of each quarter (other than last quarter) along with limited review report or Audit report as applicable.		The Company has not submitted the disclosure in the specified time frame	The Unaudited Financial Results for the quarter ended December 31, 2023 was delayed in submission to Stock exchange because the Limited Review Report by Statutory Auditor for the relevant quarter was not placed before the Board on due time
5	Regulation 29(2) 29(3) of SEBI (LODR) Regulations,2015-The Company shall give an advance notice of atleast 5 days for Financial Results		The Company has not submitted the disclosure in the specified time frame	Meeting held at Shorter notice and without Intimation

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

Sr N o.	Compliance Requirement Regulations, Circulars and Guidelines including specified clause)	Deviations	Observations/ Remarks of the Board
1.	Regulation 23(9) of SEBI LODR Regulations, 2015 - the listed entity shall submit within 15 days from the date of publication of its standalone and consolidated financial results for the half year.	For the half year ended September 30, 2022, the disclosure of RPT was filed with a delay of 4 days.	Due to a technical issue in the new XBRL format for Regulation 23(9).

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 Auditors 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. COMPANYS POLICY RELATING TO DIRECTORS 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 Companys 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 Companys 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.