Artefact Projects Ltd Directors Report

To,

The Members

Your Directors present the 38^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars	For the year ended 31st March, 2026	For the year ended 31st March, 2025
Total Income from operations	3614.04	3392.26
Profit before Depreciation & Amortization expenses, Finance Cost and tax (EBIDTA)	888.10	1062.64
Less: Depreciation and Amortization Expenses	43.28	41.95
Finance Cost	163.70	167.04
Profit/(Loss) before tax	681.12	853.65
Less: Provision for tax	158.51	110.61
Profit/(Loss) after tax	522.61	743.03
Add: Other Comprehensive Income	7.65	1.13
Total Comprehensive Income	530.25	744.16
Earning Per Equity Share (in Rs.)	7.29	10.23

OVERVIEW OF FINANCIAL PERFORMANCE:

During the year under review, the Company continued to maintain a strong performance, with total revenue registering an increase from ^3392.26 lakh in the previous year to ^3,614.04 lakh. The growth in revenue was primarily driven by the commencement of billing from newly project assignments undertaken, reflecting the Companys continued progress in expanding its project portfolio.

Accordingly, the Company reported a Profit after Tax (PAT) of ^522.61 lakh for the year under review, as compared to ^743.03 lakh in the previous year. There is a slight decline in Profit After Tax (PAT) mainly because of two specific factors i.e. 1) Commencement of 13 new projects which required upfront mobilization and operational expenditure before the revenue were commenced ; and 2) Write-off by exclusion from Work-in-Progress (WIP) of Bills raised and pending for more than 18 months in line with the Companys conservative accounting policy of recognizing income strictly on the basis of approved Bills and receipts rather than on accrual only. This resulted in a one-time, non-recurring charge to the P&L for the year by the way of reduction in WIP as on 31/03/2026. The Company continues to focus on strengthening its project execution capabilities, improving operational efficiencies and creating sustainable value for its stakeholders.

Manpower Cost: During the year, the Companys manpower costs increased by 11.37% as compared to previous year, due to expanding operations for execution of new projects. In addition a strategic revision of our salary structures increasing cost was undertaken to ensure alignment with New Labour Code, thereby enhancing our ability to attract talent and comply with law.

Administrative, Selling & Other Expenses: The Administrative, Selling and Other expenses during the year are 6.95% of Net Sales. Administrative and selling costs increased by 28.95% compared to the prior year mainly due to the initial expenses associated with mobilisation of a new site. These costs are expected to taper down once the full operations of projects at the new location progresses.

Project Expenses: Project expenses during the year stood at 13.82% of Net Sales. This has increased by 3.42% compared to previous year due to the initial expenses associated with launching a new project sites and 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. 163.70 lacs, reflecting a decrease in cost of 2.10% compared to the previous year in line with utilization of Bank limits.

Depreciation: The Depreciation is calculated as per statute.

DIVIDEND AND TRANSFER TO RESERVES :

In order to meet the enhanced need for working capital, and substantial capital expenditure requirement of the Company. The Board of Directors of the Company deemed it prudent not to recommend any dividend for the financial year ended March 31, 2026.

The Company has transferred the profit earned during the Financial year 2025-2026 to the reserves.

SHARE CAPITAL:

During the year under review, the Authorized Share Capital of the Company was increased from Rs. 10,00,00,000/- (Rupees Ten Crore Only), divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each, to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only), divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- each.

There was no change in the Issued, Subscribed and Paid-up Share Capital of the Company during the year under review. As on 31^st March, 2026, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs. 7,27,50,000/- (Rupees Seven Crore Twenty-Seven Lakhs Fifty Thousand Only), divided into 72,75,000 (Seventy-Two Lakhs Seventy-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements 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) :

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.

Total amount required to be spent during the FY 2025-26.	Rs. 12,27,497
Total CSR obligation after utilization of excess spent on CSR of previous year	Rs. 10,69,777/-
Amount actually spent during FY 2025-26 against the above obligation.	Rs. 11,78,832/-
Excess amount spent during FY 2025-26, for set off in succeeding financial years	Rs. 1,09,055/-
Amount unspent (and reason), if any.	Nil
CSR obligation to be spent during the Financial year 2026-2027.	Rs. 13,70,262/-

The Annual Report on CSR Activities for the financial year 2025-2026, including details of the CSR expenditure incurred during the year, is annexed to this Report as Annexure-V.

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.artefactprojects.com/

Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Companys 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

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

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 arms 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.artefactproiects.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:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules framed thereunder, the Company has adopted a comprehensive policy that enforces a zero tolerance approach towards any form of sexual harassment in the workplace.

The Policy is broadly premised on the following and encompasses, inter alia:

^ Definition of Sexual Harassment,

^ Guidelines for reporting incidents at the workplace,

^ The procedures for the resolution and redressal of complaints pertaining thereto.

This policy applies to all employees, including permanent, contractual, temporary staff, and trainees. During the financial year under review, the Company did not receive any complaints relating to sexual harassment at the workplace.

The Company has duly constituted an Internal Complaints Committee in accordance with the provisions of the POSH Act & Rules, ensuring an effective mechanism for the redressal of grievances.

Further, the Company conducts regular training and awareness programs throughout the year to promote a respectful and inclusive work environment and to sensitize employees on issues related to workplace conduct.

The details as per Sub-rule (5) of Rule 8 of Companies (Accounts) Rules, 2014, are as under:

Sr. No.	Particular	Details
(a)	Number of complaints of sexual harassment received in the year	NIL
(b)	Number of complaints disposed off during the year	NIL
(c)	Number of cases pending for more than ninety days	NIL

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 a risk management policy pursuant to Section 134(3)(n) of the Act, 2013 read with Companies (Accounts) Rules, 2014, which guides in the identification of risk, that may threaten to the existence of the Company assess them and implement appropriate risk mitigation plan.

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 Company has adequate Internal Financial Control System over financial reporting which ensures that all transactions are authorised, recorded and reported correctly in a timely manner. The Companys Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company. The Company has laid down Standard Operating Procedures, Policies and Authority/Commercial Manual to guide the operations of the business. Functional heads are responsible for ensuring compliance with all laws and regulations and also with the policies and procedures laid down by the management.

The Corporate Accounts team has undertaken advanced digitalisation and automation initiatives in the current year. System based reports and automated accounting for various areas in financial statements have contributed to better accuracy and faster financial reporting.

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 Companys core. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Companys 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.artefactprojects.com/

We affirm that during the financial year 2025-26, 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:

Board of Directors

As on 31 March 2026, the Board of Directors of the Company comprised of the following Directors:

Sr. No	Name of Director	Designation
1.	Mr. Siddharth Shah	Whole Time Director
2.	Mrs. Ankita Shah	Non- Executive Director
3.	Mr. Kaustubh Paunikar	Independent Director
4.	Mrs. Pritti Agrawal	Independent Director

During the Financial Year 2025-2026, there was no change in the composition of the Board of Directors of the Company, no Director was appointed or resigned from the Board during the year.

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^st March, 2026 were as follows:

Sr. No	Name of Key Managerial Personnel	Designation
1.	Mr. Siddharth Shah	Whole Time Director
2.	Mr. Chandrashekar Baseshankar	Chief Financial Officer
3.	Mrs. Rani Maheshwari	Company Secretary & Compliance Officer

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 Boards 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 STATEMENT:

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, 2026 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, 2026 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^th Annual General Meeting till the conclusion of 39^th 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 Auditors Report for the year ended 31^st March, 2026 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 selfexplanatory and do not call for any further comments. The Auditors Report for the financial year 2025-26 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 2025-26 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, 2026, pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as “Annexure I”.

Mr. Khushal Bajaj, Practicing Company Secretary, was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from financial year 2025-26 to financial year 2029-30, at the Annual General Meeting of the Company held on September 25, 2025.

The Secretarial Audit Report for the financial year 2025-26, does not contain any qualification, reservation, or adverse remark.

Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s. LNJ & Associates, Chartered Accountants, Nagpur (FRN: 135772W) as the Internal Auditors of the Company for the financial year 2025-26.

The Internal Auditors periodically review the Companys functions, activities, internal controls and operational processes. Based on their reports, the management takes appropriate corrective measures to strengthen the internal financial and operational controls of the Company.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR:

The Auditors 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 COMPANYS 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 Companys operations in future.

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 EARNING AND OUTGO:

Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, read along with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

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 softwares 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 Companys 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	For the year ended 31st March, 2026	For the year ended 31st March, 2025
Foreign exchange earned	Nil	Nil
Expenditure in foreign currency	Nil	Nil

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 employees remuneration is provided in Annexure- II.

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 III.

SUBSIDIARY /ASSOCIATE COMPANIES/ JOINT VENTURES:

As on 31^st March, 2026, 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 Leeng Sdn. Bhd.-Artefact Projects.

^ Sheladia Associates Inc.-Artefact Projects- Zaidun Leeng Sdn. 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 https://www.artefactprojects.com/

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 THERE OF:

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.

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.

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.

Sd/-	Sd/-
Siddharth Shah	Kaustubh Paunikar
Whole-Time Director	Director
DIN: 05304116	DIN: 08621592