Your Directors present the 37" Annual Report of the Company together with the Audited
Financial Statements for the year ended on 31 March, 2025.

FINANCIAL HIGHLIGHTS :

OVERVIEW OF FINANCIAL PERFORMANCE :

During the year under review, the increase in net revenue of approx. 19 % was mainly due to
commencement of Revenue from billings from newly commenced project assignments.
Concurrently, a decrease in costs and overheads was observed, largely attributable to the
completion of certain project assignments. As a result, the company recorded a higher profit
after tax of Rs. 744.16 lakhs, compared to Rs. 533.20 lakhs in the previous year, reflecting an
overall improvement in performance.

Manpower Cost: During the year, the Company's manpower costs increased by 30.40%
compared to the previous year. This rise is primarily attributed to an increase in the number of
active project sites, along with higher salaries for project staff and consultant fees. To support
our expanding operations and the execution of new projects, we have significantly scaled up our
workforce across various functions. In addition, we have undertaken a strategic revision of our
salary structures to ensure alignment with prevailing industry remuneration standards,
thereby enhancing our ability to attract and retain talent in a competitive market.

This increase in manpower investment reflects our continued focus on operational capacity
building and long-term growth.

Administrative, Selling & Other Expenses: The Administrative, selling and other expenses
during the year are 5.39 % of Net Receipts. Administrative and selling costs increased by 56.13
% compared to the prior year due to the initial expenses associated with launching a new site.
These costs are expected to normalize once we reach the full operations of optimal number of
projects at the new location.

Project Expenses: Project expenses during the year stood at 10.40% of Net Receipts. These
have increased by 2.72 % as compared to previous year. We have prioritized higher quality
benchmarks and safety standards across all projects. This focus has led to increased project
costs related to advanced technologies and comprehensive safety protocols.

Interest & Other Financial Charges: Interest and other financial charges for the year
amounted to Rs. 167.04 lacs, reflecting a marginal increase of 0.33% compared to the previous
year

Depreciation: The Depreciation is calculated as per statute.

DIVIDEND :

The Board of Directors has approved and recommend of a cash dividend of Rs 0.50 per share to
all shareholders .This dividend reflects the company's strong performance and ongoing
commitment to delivering shareholder value while maintaining sufficient reserves for capex for
future growth and operational needs.

SHARE CAPITAL :

During the year under review, there was no change in the Share Capital of the Company.

The Issued, Subscribed and Paid up equity share capital of your Company as on 31^: March,
2025 stood at Rs. 7,27,50,000/- (Rupees Seven Crore Twenty seven lacs fifty thousand only)
divided into 72,75,000 Equity shares of face value of Rs. 10/- (Rupees Ten) each.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :

Management's Discussion and Analysis Report for the year under review, as stipulated under
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate Section, forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABILITY :

The Company is pursuing the CSR programs and projects as per its approved Corporate Social
Responsibility Policy and Board approved Annual action plan as per Section 135 of the
Companies Act, 2013.

DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS:
Annual Return:

The Annual Return of the Company as on March 31,2025 in Form MGT - 7 is in accordance with
Section 92(3) of the Act read with the Companies (Management and Administration) Rules,
2014, and is available on the website of the Company at https://www.artefaclprojects.com/

Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Company's business policy and
strategy apart from other business of the Board. A tentative annual calendar of the Board and
Committee Meetings is informed to the Directors in advance to facilitate them to plan their
schedule and to ensure meaningful participation in the meetings.

The notice of Board Meeting is given well in advance to all the Directors of the Company.
Usually, meetings of the Board are held at the registered office of the Company. The agenda of
the Board / Committee meetings is circulated prior to the meeting.

During the year under review, the Board met 4 (Four) times as per details given in the Report on
Corporate Governance. The intervening gap between the two consecutive meetings was within
the period prescribed under the Companies Act, 2013.

Committees of the Board:

There are currently following Committees of the Board:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

In addition to the aforesaid Committees, the Company also has the following Committees:

1. Borrowing Committee

2. Management Committee

3. Ad-hoc Committee

Details of all the Commit tees with respect to their terms of reference, meetings and attendance
at the meetings held during the year, are provided in the Report on Corporate Governance,
forming part of this Annual Report.

Composition of Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies
Act, 2013 and Regulation 18 of Listing Regulations. The composition of the Audit Committee is
provided in Report on Corporate Governance.

During the year under review, the recommendations made by the Audit Committee were
accepted by the Board.

Related Party Transactions:

All the Related Party Transactions that were entered into during the Financial Year were in
Ordinary course of business and on an arm's Length Basis and are reported in the Notes to
Financial Statements.

There are no materially significant related party transactions that may have potential conflict
with interest of the Company at large. There were no transactions of the Company with any
person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10%
or more shareholding in the Company. Hence, accordingly disclosure as required under
Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable to the company

In accordance with the provisions of Regulation 23 of Listing Regulations, the Company has
formulated the Policy on Related Party Transactions and the same is uploaded on the website of
the Company i.e. https://www.artefactprojects.com/

Particulars of loans, guarantees or investments:

The Company has complied with provisions of section 186 of the Act. to the extent applicable
with respect to Loans or advances during the year. The details of loans, guarantee or investment
under Section 186 of the Companies Act, 2013 are given under Notes to Financial Statements.

Policy on Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and to this end,
has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redress-al) Act. 2013 and the Rules thereunder. All employees are
covered under the said Policy. The Company has complied with the provisions relating to the
constitution of Internal Committee (IC) under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redress-al) Act, 2013 to redress complaints received regarding
sexual harassment.

During the financial year under review, no complaint was received by the Committee on sexual
harassment.

The Company is committed to providing a safe and conducive work environment to all its
employees and associates.

CORPORATE GOVERNANCE:

The Company has complied with the corporate governance requirements under the Companies
Act, 2013 and the Listing Regulations. A separate Section on corporate governance, along with
a certificate from the auditors confirming compliance is annexed and forms part of the Annual
Report.

RISK MANAGEMENT :

The Company has laid down a well-defined Risk Management Policy covering the risk mapping,
trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise
is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control
and mitigate the same through a properly defined framework

INTERNAL AUDITS AND CONTROLS :

The establishment of an effective corporate governance and internal control system is essential
for sustainable growth and long-term improvements in corporate value, and accordingly the
Company works to strengthen such structures. The Company believes that a strong internal
control framework is an important pillar of Corporate Governance.

The Company has in place adequate systems for ensuring the orderly and efficient conduct of
its business.

The current system of internal financial control is in line with the statutory requirements.
Effectiveness of internal financial control is ensured through Audit Committee and
management reviews, controlled self-assessment and independent testing by the Internal
Auditor.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES :
Vigil Mechanism/Whistle-Blower Policy:

Creating a fraud and corruption-free culture has always been at the Company's core. In view of
the potential risk of fraud, corruption and unethical behavior that could adversely impact the
Company's business operations, performance and reputation, it has emphasized addressing
these risks. To meet this objective, a comprehensive Whistle-Blower Policy has been laid down
pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of
Listing Regulations.

The mechanism provides for adequate safeguards against victimization of employees who avail
of the mechanism and also provides for direct access to the Chairman of the Audit Committee,
in the exceptional cases. The details of Vigil Mechanism/ Whistle Blower Policy is explained in
the Report on Corporate Governance and also posted on the website of the Company at
https://www.artefactproiects.com/

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

Code of Conduct:

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on
the principles of ethics, integrity and transparency. More details about the Code is given in the
Corporate Governance Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Cessation:

During the Financial Year 2024-2025, No directors and KMP have resigned from their post of
directorship.

Appointment:

During the Financial Year 2024-2025, No directors KMP have been appointed in the Board.
Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
Companies (Management & Administration) Rules, 2014 and Articles of Association of the
Company, Mrs. Ankita Shah (DIN: 06772621), Director of the Company retires by rotation at
the ensuing Annual General Meeting ('AGM') and being eligible, has offered herself for re-appointment. The Notice convening the forthcoming AGM includes the proposal for re-appointment of aforesaid Director along with brief resume and other details as required under
the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India (ICSI).

Key Managerial Personnel:

The Key Managerial Personnel of the Company as on 31' March, 2025 are

Independent Directors:

The Independent Directors have submitted the Declaration of Independence, stating that they
continue to fulfil the criteria of independence as required pursuant to Section 149 of the
Companies Act, 2013 and Regulations 16 of the Listing Regulations. This Section require
companies to have at least one-third of the total number of Directors as Independent Director
and the Company complies with this requirement. There has been no change in the
circumstances affecting their status as Independent Directors of the Company.

Evaluation of the Board's Performance:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation
17( 10) of the Listing Regulations, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as the evaluation of the working of the
committees of the Board. The Board performance was evaluated based on inputs received from
all the Directors after considering the criteria such as Board Composition and structure,
effectiveness of Board / Committee processes and information provided to the Board, etc. The
manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report forming part of the Annual Report.

Appointment and Remuneration Policy:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is
in Accordance with the Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the
Corporate Governance Report which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY :

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors to the best of their
knowledge and ability confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have
been followed and that no material departures have been made from the same;

ii) Accounting policies have been selected and applied consistently and judgments and
estimates made that are reasonable and prudent so as to give true and fair view of the
state of affairs of the Company at the end of the financial year March 31,2025 and of the
profit of the Company for that year ended on that date;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this act for safeguarding the assets of the
Company and detecting fraud and other irregularities;

iv) Annual accounts for the year ended March 31, 2025 have been prepared on a going
concern basis;

v) Internal Financial controls were in place and that the financial controls were adequate
and were operating effectively; and

vi) Systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.

AUDITORS & AUDITORS’ REPORT :

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there
under, M/s Naresh Patadia & Co., Chartered Accountants, Nagpur (FRN: 106936W) were
appointed as Statutory Auditors of the Company in the 34^,h Annual General Meeting till the
conclusion of 39" Annual General Meeting of the Company.

M/s Naresh Patadia & Co., Chartered Accountants have confirmed their eligibility and
qualification in accordance with Sections 139, 141 and other applicable provisions of the
Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).

Auditors’ Report:

The Auditor's Report for the year ended 31 March, 2025 on the financial statements of the
Company is a part of this Annual Report. The notes on Financial Statements referred in the
Annual Report are self-explanatory and do not call for any further comments. The Auditor's
Report for the financial year 2024-25 does not contain any qualification, reservation or adverse
remark.

Maintenance of Cost Records/Cost Auditor:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of
Companies Act, 2013 regarding maintenance of cost records are not applicable to the
Company.

Secretarial Auditor:

The Secretarial Audit for the year 2024-25 was undertaken by Mr. Khushal Bajaj, Practicing
Company Secretary, the Secretarial Auditor of the Company. The Secretarial Audit Report for
the financial year ended March 31,2025 under the Act, read with Rules made thereunder and
Regulation 24A of the Listing Regulations of the Company is annexed herewith as “Annexure
III”. The Notice convening the forthcoming AGM includes the proposal for re-appointment of
Mr. Kushal Bajaj as a Secretarial Auditor for the term of 5 years from conclusion of the AGM.

The Secretarial Audit Report for the financial year 2024-25. does not contain any qualification,
reservation, or adverse remark.

Internal Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and
activities of the Company was undertaken by the Internal Auditors of the Company M/s. LNJ &
Associates, Chartered Accountants, Nagpur (FRN: 135772W).

Based on the report of internal audit, management undertakes corrective action in the
respective areas and strengthens the levels of Internal Financial and other operational
controls.

The Board of Directors of the Company has appointed M/s. LNJ & Associates, Chartered
Accountants, Nagpur (FRN: 135772W) to conduct the Internal Audit as per Rule 13 of the
Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013
for the financial year 2024-25.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR:

The Audit ors of the Company have not reported any fraud as specified under Section 143( 12) of
the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:

The Company has complied with all the applicable provisions of Secretarial Standard on
Meetings of Board of Directors (SS-1), Secretarial Standard on General Meetings (SS-2) issued
by Institute of Company Secretaries of India.

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 are no significant or material orders passed by any regulator or court or tribunal, which
can impact the going concern status of the Company or will have bearing on Company's
operations in future.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH”]

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redress-al) Act. 2013 (“POSH Act”).

During the financial year under review, the Company has complied with all the provisions of the
POSH Act and the rules framed thereunder. Further details are as follow:

Number of complaints of Sexual Harassment received in the Year: NIL

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.
Further details are as follow :

Number of application for Maternity Benefit received in the Year: NIL

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

The details relating to Unclaimed Dividend and Unclaimed Shares forms part of the Corporate
Governance Report forming part of this Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

A. CONSERVATION OF ENERGY:

i) Installation of Sensors and Energy saving devices, to avoid wastage of energy.

ii) Implementing practices among Employees to conserve energy and follow its protocols.

iii) Procurement of equipment with focus on energy efficient systems for greener energy.

iv) Use of Solar Energy for reducing thermal energy usage and conserving energy.

v) Extensive use of LED lights and bulbs for energy saving.

B. TECHNOLOGY ABSORPTION AND BENEFITS:

With the advent of new infrastructure, the IT Systems and software's used by the Company are
installed as per standards. The major technological base includes the following:-

i) Undertook up gradation to contemporary IT Hardware and Infrastructure to save time
and costs.

ii) Use of Internet leased lines for communication systems for quicker and transparent
information systems.

iii) The benefits derived from Technology absorption are higher efficiency, better reliability
and availability', reduced maintenance, environment friendly atmosphere and reduction
in printing cost.

iv) The Company's operations do not require significant import of technology.

v) The company commenced implementation of complete process automation and
digitization to adopt to the new working norms.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

PARTICULARS OF EMPLOYEES:

Pursuant to provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of
remuneration paid to all the Directors/Employees and the details of the ratio of remuneration
of each Director to the median employee’s remuneration is provided in Annexure-1.

Further, the information as required as per the provisions of Section 197 of the Companies Act,
2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended to this report as Annexure II.

SUBSIDIARY /ASSOCIATE COMPANIES/ JOINT VENTURES:

As on 31st March. 2025, the Company does not have any subsidiary' or associate companies
hence preparation of Consolidated Financial Statements is not applicable to the Company.
However, the Company has 2 Joint Ventures namely: -

• Zaidun LeengSdn. Bhd.-Artefact Projects.

• Sheladia Associates Inc. Artefact Projects- Zaidun LeengSdn. Bhd.

The salient features of Joint Ventures in Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013 is provided in Annexure IV, which is appearing after the Financial
Statements.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements
and related information of the Company are available on our website at www.artdactproiccts.com.

OTHER DISCLOSURES:

No disclosure or reporting is made with respect to the following items, as there were no
transactions during the year under review:

• Details relating to deposits that are covered under Sections 73 and 76 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules. 2014.

• No issue of equity shares with differential rights as to dividend, voting or otherwise.

• There was no change in the nature of business.

• There were no material changes and commitments affecting financial position of the
Company between the end of the financial year and the date of this report.

• The Company has not transferred any amount to reserves during the year under review.

DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

No application was made or any proceedings were pending under the Insolvency and
Bankruptcy Code, 2016 during the period; further there have been no one-time settlement of
any loan taken by the company from Banks/Financial Institutions during the period under
review.

ACKNOWLEDGEMENT :

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the shareholders and other government and regulatory agencies. Your
Directors would also like to take this opportunity to express their appreciation for the hard
work and dedicated efforts put in by the employees and look forward to their continued
contribution and support.

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

Date: 21/08/2025 ARTEFACT PROJECTS LIMITED

Sd/- Sd/-

SIDDHARTH SHAH KAUSTUBH PAUNIKAR

WHOLE-TIME DIRECTOR DIRECTOR

DIN: 05304116 DIN: 08621592