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

1. FINANCIAL RESULTS:

2. PERFORMANCE:

Standalone

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

Consolidated

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

3. DIVIDEND:

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

4. TRANSFER TO RESERVES:

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

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

5. SHARE CAPITAL:

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

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

6. DEPOSITS:

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

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

8. CONSOLIDATED FINANCIAL STATEMENTS:

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

9. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

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

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

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

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

that:

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

b) we have selected such accounting policies and applied consistently and made judgments and
estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2026 and of the profit of the Company for the year ended on
March 31, 2026;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) we have prepared the annual accounts for the financial year ended on March 31, 2026 on a
going concern basis;

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

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

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Directors

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

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

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

Key Managerial Personnel

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

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

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

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

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

Separate Meetings of Independent Directors:

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

Board’s opinion on Independent Director

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

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

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

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

Board Evaluation

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

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

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

Meetings of the Board of Directors

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

Committees of the Board

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

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

12. NOMINATION AND REMUNERATIONPOLICY:

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

13. AUDITORS:

Statutory Auditors and Auditors’ Report

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

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

Secretarial Auditors and Secretarial Audit Report

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

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

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

Internal Auditor

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

Cost Auditor

The Cost Audit is not applicable to the Company.

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

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

14. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

a. No. of Complaints received: Nil

b. No. of Complaints disposed off: Nil

c. Pending beyond 90 days: Nil

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

e. Pending as on March 31, 2026: Nil

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

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

17. INTERNAL FINANCIAL CONTROL

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

18. RELATED PARTY TRANSACTIONS

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

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

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

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

19. ANNUAL RETURN

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

20. MANAGEMENT DISCUSSION AND ANALYSIS:

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

21. CORPORATE GOVERNANCE:

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

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

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

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

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

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

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

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

A. Conservation of Energy

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

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

c) Capital investment on energy conservation equipment: Nil

B. Technology absorption:

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

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

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

1) Details of technology imported.

2) Year of import.

3) Whether the technology been fully absorbed

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

5) Expenditure incurred on Research and Development: Rs NIL

C. Foreign exchange earnings and Outgo: -

23. PARTICULARS OF EMPLOYEES:

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

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

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

24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

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

25. RISK MANAGEMENT POLICY:

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

26. INSIDER TRADING:

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

27. MATERNITY BENEFIT:

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

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

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

29. OTHER DISCLOSURES:

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

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

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

c. There was no revision in the financial statements.

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

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

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

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

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

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

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

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

30. ACKNOWLEDGEMENT:

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

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

Shivkumar Chhangur Singh Deepak Kumar

Whole-time Director and CFO Director

DIN: 07203370 DIN: 09292428

Place: Vasai
Date: 04-09-2026