INVESTORS RETURN

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