Artson Ltd Directors Report

1. FINANCIAL RESULTS

PARTICULARS	2025-26	2024-25
Gross Turnover (including other income)	16369.32	13301.89
Profit / (Loss) before Interest and Depreciation (EBITDA)	(539.95)	1697.34
Finance Charges	827.33	977.66
Depreciation and Amortization	251.89	239.90
Total Expenditure	17988.49	12822.11
Net Profit / (Loss) Before Tax (PBT)	(1619.17)	479.78
Less: Tax expense	(530.80)	131.35
Net Profit / (Loss) After Tax (PAT)	(1088.37)	348.43
Other Comprehensive Income	2.02	(9.63)
Total Comprehensive income	(1086.35)	338.80
Balance of Profit / (Loss) brought forward	99.16	(277.68)
Balance available for appropriation	(330.26)	99.16
Surplus / (Deficit) carried to Balance Sheet	(330.26)	99.16

COMPANY PERFORMANCE & OUTLOOK

Financial Performance

For the fiscal year under review, the Companys revenue from operations (excluding other income) stood at 16,358 lakhs, a 44.06% increase from the previous years 11,355 lakhs. The years operations resulted in a loss before tax of (1619.17) lakhs, versus profit before tax of 479.78 lakhs in the previous year. Loss after tax for the year was (1,088.37) lakhs, versus profit after tax of 348.43 lakhs in the previous year. The loss reflects deliberate strategic decisions viz., settling legacy projects, and investing in facility rebuilds, etc.

MANUFACTURING STRATEGIC BUSINESS UNIT

Nashik Manufacturing Unit

During the period under review, the Company demonstrated strong operational execution by delivering several high-precision engineering projects. Notably, we manufactured 24 SS 316L In-Bed Heat Exchangers featuring a Ra 0.2 um surface finish and 100% radiographic testing for Andritz Germany, winning the project over global competitors through design optimizations that reduced weld joints. Strengthening our core footprint, we delivered CCOE/PESO-compliant Ammonia Storage Tanks for Deepak Nitrites green energy initiatives, completed refinery vessels for Mundra Petrochem, and earned a Certificate of Appreciation from Tata Steel for high-accuracy Blast Furnace fabrication that enabled rapid site erection.

Building on this momentum, we expanded our market reach and commercial pipeline. The Company secured vendor approvals from EIL and PDIL, deepened partnerships with global contractors like Andritz and Sulzer, and expanded international inquiries across West Asia, the UK, and North America. Leveraging specialized capabilities in high-thickness plate processing and cryogenic metallurgy, we entered high-barrier growth segments—laying a solid foundation for long-term participation in green hydrogen, pumped storage hydropower penstocks, and advanced manufacturing.

Parli Multimodal Unit

During the period under review, the Company achieved key operational milestones in heavy structural and modular fabrication across major infrastructure, defense, and industrial projects. Demonstrating our large-scale execution capabilities, we delivered substantial tonnage of floating dry dock pontoon panels for Sadhav Offshore — one of Indias largest onshore-fabricated floating structures — on a strict schedule and at competitive pricing. In parallel, the Company completed key structural components for the AMNS Odisha expansion and Noida International Airport, alongside complex prefabrication of tank components and piping spools for Shell India. Precision work for the Air India MRO facility and Agratas further reinforced our market reputation for dimensional accuracy and uncompromising QHSE standards among Tier-1 clients.

Driven by these execution efficiencies, operational throughput reached 1,000 MT per month, supported by a framework to scale capacity through selective facility enhancements and strategic contractor partnerships. This momentum translated into robust commercial growth, highlighted by key order wins from industry leaders including Adani Power, Zamil, and Tata Projects. These acquisitions reflect strong market demand for our precision fabrication solutions, an enhanced competitive position, and the Companys strategic readiness to expand into high-value containerized manufacturing.

PROJECTS, TANKAGE & EPC STRATEGIC BUSINESS UNIT

In line with our focus on project completion and commercial discipline, the Company achieved major execution milestones across key fuel storage and airport infrastructure contracts. Notably, we commissioned all storage tanks at a primary long-term site, completing our formal demobilization after nearly a decade of complex execution while actively pursuing contractually backed claims for unbudgeted impacts. Concurrently, at Guwahati International Airport (GIAL), the team completed hydrotesting of all fuel storage tanks in challenging terrain, with fuel hydrant pipeline works advancing toward final commissioning. In addition, tank fabrication and early commissioning for the Shell India project are nearing completion, reinforcing our core competence in large-scale storage systems.

Alongside site execution, the Company revitalized its commercial trajectory while maintaining strict cost and margin discipline. We re-entered strategic partnerships with legacy Tier-1 clients after an extended absence, underscoring our enhanced market positioning. The business development pipeline remains robust, with active discussions underway alongside major EPC contractors across airport infrastructure, clean energy, and green hydrogen storage. Complementing new business pursuits, Management is prioritizing the recovery of outstanding legacy claims to strengthen working capital, generate free cash flow, and enhance overall profitability.

SHIPBUILDING STRATEGIC BUSINESS UNIT

In the marine and defense shipbuilding sector, the Company significantly strengthened its execution track record and safety credentials across multiple key projects. We fabricated hull blocks for DNV-classed Multi-Purpose Vessels, an Acoustic Research Ship for DRDO/NPOL, and an Ocean Research Vessel for the National Centre for Polar and Ocean Research, securing a follow-on hull erection order from Garden Reach Shipbuilders & Engineers (GRSE). Reaffirming our commitment to operational excellence, GRSE awarded the Company a 5 Million Safe Working Man-Hour Certificate — a key competitive differentiator in defense manufacturing. Concurrently, at our Konkan Barges facility in Alibaug, we advanced the fabrication and erection of a 130m ? 31m floating dry dock for Sadhav Offshore, one of Indias largest onshore-fabricated floating structures. Executed under tight dimensional tolerances and competitive pricing, this success firmly positions the Company for repeat global and domestic orders in specialized marine construction.

To drive strategic expansion, the Company laid a solid foundation for operational scale and B2C positioning across coastal and inland waterways. Through the Artson-MCL Joint Venture, we have taken handover of the 7-acre waterfront facility at Mattancherry Wharf, Willingdon Island, from the Cochin Port Authority. We have completed customs debonding and are currently finalizing the legal structure to operationalize the yard later this year. This strategically positions us to capture urban water mobility opportunities, including Water Metro projects, ferries, and river cruises across southern India. Furthermore, we secured design partnerships and brand access in green and hybrid vessel segments while actively engaging state governments to develop affordable green fishing boats for Indias sustainable fisheries initiative. These steps mark a vital transition from subcontract manufacturing to a recognized, branded partner in small-to-medium green and hybrid marine products.

Major Orders Received

The Company secured several significant orders during the fiscal year, underscoring its diverse capabilities and market presence. These include:

• From M/s. Adani Power Limited (Anuppur Project) for structural steel fabrication of 3,600 MT.
• From M/s. Hindalco Industries Limited for design, manufacturing, and supply of a Selenium Furnace.
• From M/s. Mazagon Dock Shipbuilders Limited for manufacturing and supply of Pontoons.
• From M/s. Navin Fluorine International Limited for manufacturing and supply of a Low Temperature Carbon Steel (LTCS) Vessel.
• From M/s. Danieli Corus for manufacturing and supply of five (5) Conditioning Tower and Bag House Modules.

NEW PRODUCT & LICENSING INITIATIVES

Manufacturing Licensing Agreements

We are pursuing licensing agreements with established equipment OEMs in high-value industrial product categories, primarily high-value products currently imported from Europe and North America. These agreements would provide immediate market access, established customer bases, and proven technology without long organic development cycles.

Container Fabrication Opportunity: The Localization Imperative

Current Market State: India consumes approximately 600,000-700,000 TEUs (twenty-foot equivalent units) of shipping containers annually. Current localized production capacity is negligible (less than 50,000 containers per annum). The gap is filled by imports from China, where sourced containers are priced at approximately USD 2,000 per TEU (roughly 165,000 at current exchange rates). India imports 500,000-600,000 containers annually, representing an annual import bill exceeding 2,000 crores.

Global Shipping Lines Localization Drive:

Major global shipping lines — Maersk, CMA CGM, COSCO, Evergreen, and others — have publicly committed to de-risking supply chain concentration in China. Maersk alone has committed to sourcing 10-15% of its container fleet from non-China suppliers by 2030, representing 200,000+ containers over 5 years. We have established outreach with Maersk and other Indian logistics aggregators actively seeking reliable domestic suppliers. When extended across global shipping lines, the potential addressable market for localized container manufacturing exceeds 500,000 containers annually — a market worth approximately 8,000+ crores at USD 2,000/TEU pricing.

Government of Indias Localization Target:

The Government of India has announced an aspiration to achieve domestic manufacturing of 8 lakh (800,000) TEU containers per annum by 2030-31. This would represent a localization rate of approximately 40-45% of Indias then-projected domestic consumption and export-driven demand. The implied market value at USD 2,000/TEU is approximately 13,000 crores annually.

Government Policy Support:

To achieve the 8 lakh TEU target, the Government is considering: mandatory sourcing from domestic manufacturers for Government and PSU logistics contracts; capital subsidies of 20-25% on container manufacturing capacity investments; tariff protection of 15-20% on Chinese containers; and GST rationalization for domestically manufactured containers.

BUSINESS OUTLOOK FOR FY 2026-27 AND MEDIUM-TERM PROSPECTS

Near-Term Outlook (FY 2026-27)

Heading into FY 2026-27, the Company is positioned for strong operational and financial momentum, backed by a solid order backlog and active tender pipelines across all three Strategic Business Units. Leveraging this foundation, Management projects double-digit year-on-year revenue growth, alongside gross margin expansion driven by manufacturing scale, product mix shifts toward structured and branded offerings, and operating leverage. As manufacturing scale increases and shipbuilding activities gain traction, the Company expects a continued trajectory toward sustainable profitability with robust operating margins.

To support growth while protecting balance sheet strength, Management remains committed to a prudent capital allocation strategy prioritizing targeted capacity expansion and strategic partnerships over capital-intensive greenfield investments. Furthermore, the disciplined pursuit and recovery of legacy project claims will serve as a key catalyst for cash flow generation and bottom-line expansion. These projections assume sustained government infrastructure spending, stable macroeconomic conditions, and strong project execution. Operating with strict commercial discipline, the Company will continue prioritizing high-margin project selection and profit protection over volume expansion.

Medium-Term Outlook (3-5 Years)

Over the 3- to 5-year horizon, the Company is positioned for transformative growth across its three Strategic Business Units (SBUs), underpinned by high-margin opportunities and market diversification. In the Manufacturing SBU, growth will be driven by scaling capacity utilization at Nashik to capture substantial addressable markets in green hydrogen (?50,000+ crore TAM), steel expansion, and refining capacity growth. Concurrently, Parlis throughput will scale to serve booming data center expansion (?3,000-5,000 crore opportunity), airport modernization, and industrial parks. Strategic growth vectors also include launching container manufacturing to tap Indias ?13,000+ crore annual market (aimed at the governments 8 lakh TEU target) via a phased approach, alongside manufacturing licensed equipment from European and North American OEMs. Transitioning from bespoke to structured products—such as containers, standardized components, and licensed tech—is projected to expand EBITDA margins to 20%+ over the planning period.

In the Shipbuilding SBU, substantial expansion is expected by capturing orders across 15-20 planned urban Water Metro projects (?1,500-2,000 crore market), supplying modular defense blocks beyond GRSE (?2,000-3,000 crore opportunity), and fabricating small-to-medium commercial vessels. Simultaneously, the Company is exploring a branded B2C presence through its partnership for recreational craft and state government collaborations for green fishing boats. Operationalizing the Artson-MCL Joint Venture in Kochi and securing access to 2-3 additional yards will create robust geographic diversification while leveraging Parlis prefabrication capabilities to capture high-margin demand in green and hybrid vessels.

Lastly, the Projects & Tankage EPC SBU will focus on high-value, niche opportunities while maintaining strict risk and margin discipline. Capitalizing on core competencies, the SBU will target aviation fuel farm infrastructure (supporting 50+ planned airport expansions), Green Hydrogen Mission storage systems, Sustainable Aviation Fuel (SAF)/biofuels infrastructure, and downstream petrochemical capacity. By adhering to a selective bid strategy—limiting active execution to 4-5 live projects in the ?30-150 crore range and strictly avoiding civil-heavy pure EPC contracts—the Company ensures cash-flow-positive execution, operating leverage, and sustained margin strength across all business verticals.

Overall Profitability Trajectory & Return on Invested Capital

The Company anticipates a structural expansion in profitability and return on invested capital (ROIC) as manufacturing operations scale, shipbuilding activities expand, and the projects business maintains margin discipline. The path toward robust, sustainable operating margins rests on four core pillars:

Operational Leverage & Scaling: Maximizing throughput in structured products (e.g., containers, licensed equipment) under a "design-once, build-many" approach to dilute fixed overheads.

Product Mix Optimization: Transitioning from low-margin bespoke project work toward higher-margin, repeatable products and branded B2C offerings.

Modular Shipbuilding Efficiency: Utilizing prefabrication across manufacturing units (such as Parli) and partner yards to minimize per-unit costs, shorten turnaround cycles, and maintain low capital intensity.

Selective Execution & Cash Upside: Enforcing strict cash-flow parameters on live tenders while leveraging legacy claim recoveries to unlock free cash flow.

Targeted capital deployment will remain strictly focused on high-ROIC initiatives that capitalize on the Companys competitive advantages in precision quality, technical capability, and operational excellence.

Key Growth Assumptions & Dependencies

The forward-looking growth trajectory relies on key macroeconomic, policy, and operational drivers across core business sectors:

Policy & Infrastructure Momentum: Sustained government capital expenditure across infrastructure, maritime, manufacturing, energy transition, and green hydrogen projects.

Localization & Commercial Execution: Policy support for container localization (including tariff protections and sourcing mandates) alongside successful customer onboarding for pilot container orders.

Shipbuilding & Asset Scaling: Timely operationalization of JV, securing access to 2-3 additional regional yards, and successful execution across Water Metro, defense, and commercial vessel orders.

Strategic Licensing & Group Synergies: Finalizing technology licensing agreements, alongside continued strategic alignment with promoter Tata Projects Limited and supply chain synergies with Tata Steel.

Management maintains a strict risk-governance framework anchored by three core operational principles: avoiding volume expansion without guaranteed margin, declining orders outside core competencies, and refusing backlog commitments that exceed funding capacity.

2. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company i.e., manufacturing of process plant equipment, fabrication of structures, fabrication and erection of Hull Blocks / Shipbuilding and associated works and construction of storage tanks etc. remains the same and there was no change in the basic nature of business of the Company during the year under review.

3. CREDIT RATING

M/s. India Rating and Research Private Limited (Ind-Ra) has assigned a long-term issuer rating of IND A+/Stable. The Outlook is stable. The ratings are as follows:

IND A+/Stable" for the issuer rating.

IND A+/Stable/IND A1+ for the bank loan facilities.

4. DIVIDEND

Considering the Companys financial position, the Board of Directors has not recommended a dividend for the financial year 2025-26. Furthermore, as members are aware, pursuant to the revised terms of the loan (interest-free for 20 years) and the conversion of certain payables into loans (interest-free for ten years) provided by our Holding Company, Tata Projects Limited (TPL), the Company is restricted from declaring dividends to equity Shareholders (including the Holding Company/promoter) until the full repayment of these loans.

5. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to the General Reserve for the financial year ended 31st March 2026.

6. BORROWINGS

The total borrowings of the Company including long-term loans and working capital facilities stood at Rs. 5,334.62 Lakhs as on 31st March 2026.

7. ANNUAL RETURN

The Annual Return of the Company for the FY 2025-26 in the prescribed form MGT-7 as required under section 92(3) of the Act is available on the website of the Company i.e., www.artson.net

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and/or commitments affecting the financial position of the Company, occurred between the end of the financial year of the Company to which the financial statements relate i.e., 31st March 2026 and the date of the report i.e., 15th July 2026.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Appointment and Re-appointment of Directors

During the financial year under review, the Board of Directors of the Company approved the appointment/s and / or re-appointment/s of the following Directors.

Ms. Subhra Goursaria (DIN: 11284765) was appointed as a Non-Executive Director of the Company with effect from 15th September 2025, pursuant to a Circular Resolution passed by the Board of Directors on the said date. Her appointment was subsequently approved by the Members through Postal Ballot on 22nd May 2026.

Mr. Neeraj Agrawal (DIN: 08839302) was appointed as a Non-Executive Director of the Company with effect from 25th March 2026, pursuant to the approval of the Board of Directors at its meeting on the said date. His appointment was subsequently approved by the Members through Postal Ballot on 22nd May 2026.

Mr. Jyotisman Dasgupta (DIN: 10116452) was re-appointed as an Independent Director of the Company for a second term of five (5) consecutive years with effect from 19th April 2026, or until he attains the age of 75 years, whichever is earlier, pursuant to the approval of the Board of Directors at its meeting held on 25th March 2026. His re-appointment was subsequently approved by the Members through Postal Ballot on 22nd May 2026.

Mr. Shashank Jha (DIN: 10116448) was re-appointed as a Whole-Time Director of the Company for a further period of three (3) years with effect from 19th April 2026, pursuant to the approval of the Board of Directors at its meeting held on 25th March 2026. His re-appointment was subsequently approved by the Members through Postal Ballot on 22nd May 2026.

b) Cessation of Directors

During the year under review, Mr. Deepak Natarajan, ceased to be a Non-Executive Director on the Board w.e.f. 28th April 2025, consequent to stepping down from the Holding Company.

c) Directors retiring by rotation

In accordance with the provisions of the Act and the Companys Articles of Association, Ms. Subhra Goursaria, retires by rotation and being eligible, offers herself for re-appointment. The proposal for re-appointment of Ms. Subhra Goursaria is being placed at the AGM along with the necessary details.

d) Changes in the Key Managerial Personnel

During the financial year under review, at the meeting of the Board of Directors held on 2nd April 2025, Mr. Manoj Shah was appointed as Chief Financial Officer with effect from 7th April 2025. This appointment was made based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee.

e) Declaration by Independent Directors

As per the requirement of Section 149(7) of the Act, the Independent Directors of the Company, have submitted their respective declarations that they fulfil the criteria of independence under Section 149 of the Act, read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. NUMBER OF BOARD MEETINGS

During the financial year, the Board met Seven (7) times i.e., on 2nd April 2025, 24th April 2025, 22nd July 2025, 16th October 2025, 1st November 2025, 13th January 2026, and 25th March 2026. The gap between any two consecutive Board Meetings did not exceed One Hundred and Twenty days.

11. ANNUAL EVALUATION

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has undertaken an annual evaluation of its own performance, the performance of individual Directors, and the effectiveness of functioning of the Committees.

The following process was adopted for Board evaluation:

i. Feedback was sought from each Director on their assessment of the Boards performance against various parameters, including the fulfilment of key responsibilities, Board structure and composition, establishment and allocation of responsibilities among various Committees, effectiveness of Board processes, availability and quality of information, Board culture and dynamics, the quality of relationship between the Board and Management, and the effectiveness of communication with external stakeholders.

ii. The feedback received from all the Directors was discussed at the meeting of Independent Directors and the Nomination and Remuneration Committee. The performance of the Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them.

iii. The collective feedback on the performance of the Board (as a whole) was discussed by the Chairperson of the Nomination and Remuneration with the Chairman of the Board. It was also presented to the Board.

iv. The performance assessment of each statutorily mandated Committee of the Board was conducted, and the outcomes of the assessments were presented to the Board for its consideration. The evaluation covered key parameters, including the fulfilment of assigned responsibilities, adequacy of Committee composition, and the effectiveness of Committee meetings and deliberations.

v. During the year under review, the recommendations made in the previous year were satisfactorily implemented.

Based on the annual evaluation process and the overall engagement of the Independent Directors in the affairs of the Company during the year, the Board of Directors are of the opinion that the Independent Directors of the Company possess, practice, and preach highest standards of integrity and have the required experience and expertise in their respective areas which enable them to provide guidance to the Management and add value in the Companys decision process.

12. DIRECTORS RESPONSIBILITY STATEMENT

Based on the annual evaluation process and the overall engagement of the Independent Directors in the affairs of the Company during the year, the Board of Directors are of the opinion that the Independent Directors of the Company possess, practice, and preach highest standards of integrity and have the required experience and expertise in their respective areas which enable them to provide guidance to the Management and add value in the Companys decision process.

In the preparation of the annual accounts, the applicable accounting standards have been followed and that there was no material departure therefrom. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the profit/loss of the Company for the year ended on that date. They 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 frauds and other irregularities. They have prepared the annual accounts on a going concern basis. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31st March 2026; and Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31st March 2026.

13. AUDIT COMMITTEE

The Audit Committee (AC) of the Company comprises of 2 Independent Director(s) and 1 Non-Executive Director.

S. No. Name	Role	Designation
1 Ms. Subhra Goursaria	Chairperson	Non-Executive Director
2 Mr. Jyotisman Dasgupta	Member	Independent Director
3 Mr. Ashish Kulkarni	Member	Independent Director

The composition of the Committee is as per the requirements of the provisions of Section 177 of the Companies Act, 2013. During the year under review, Mr. Deepak Natarajan ceased to be the Chairman of the Audit Committee following his resignation from the Board of Directors, w.e.f. 28th April 2025. Subsequently, Mr. Shashank Jha was appointed as a member of the Audit Committee w.e.f. 14th July 2025 (through a Board Circular Resolution). Further, the Board reconstituted the Audit Committee w.e.f. 15th September 2025, pursuant to this reconstitution, Mr. Shashank Jha ceased to be a member, and Ms. Subhra Goursaria was inducted into the Committee as its Chairperson.

The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance, and internal financial controls. The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.

During the financial year, the Audit Committee met Five (5) times i.e., on 24th April 2025, 17th July 2025, 16th October 2025, 13th January 2026, and 10th March 2026.

14. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) of the Company comprises of 2 Independent Director(s) and 1 Non-Executive Director.

S. No. Name	Role	Designation
1 Ms. Priya Kher	Chairperson	Independent Director
2 Mr. Vinayak Pai	Member	Non-Executive Director
3 Mr. Jyotisman Dasgupta	Member	Independent Director

The composition of the Committee is as per the requirements of the provisions of Section 178 of the Companies Act, 2013. During the year under review, there were no changes in the composition of the NRC.

The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.

During the financial year, the Nomination and Remuneration Committee met Three (3) times i.e., on 24th April 2025, 16th October 2025 and 25th March 2026.

15. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee (SRC) of the Company comprises of 2 Independent Director(s) and 1 Executive Director.

Name	Role	Designation
Mr. Jyotisman Dasgupta	Chairman	Independent Director
Ms. Priya Kher	Member	Independent Director
Mr. Shashank Jha	Member	Whole-Time Director

The composition of the Committee is as per the requirements of the provisions of Section 178 of the Companies Act, 2013. During the year under review, there were no changes in the composition of the SRC.

The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.

During the financial year, the Stakeholders Relationship Committee met three (3) times i.e., on 24th April 2025, 17th July 2025 and 13th January 2026.

16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee (CSRC) of the Company comprises of 1 Independent Director, 1 Non-Executive Director and 1 Executive Director.

S. No. Name	Role	Designation
1 Mr. Ashish Kulkarni	Chairman	Independent Director
2 Ms. Subhra Goursaria	Member	Non-Executive Director
3 Mr. Shashank Jha	Member	Whole-Time Director

The composition of the Committee is as per the requirements of the provisions of Section 135 of the Companies Act, 2013. During the year under review, Mr. Deepak Natarajan ceased to be the member of CSRC due to his resignation from the Board w.e.f. 28th April 2025. Further, Ms. Subhra Goursaria was inducted as the member of the Committee w.e.f. 15th September 2025.

Pursuant to the provision of section 135 of the Companies Act 2013 read with the corresponding Rules made thereunder and the Corporate Social Responsibility Policy adopted by the Board of Directors, the provisions of CSR spending in the year 2025-26 were not applicable to the Company, therefore during the year under review, no Corporate Social Responsibility Committee meeting was held. The Corporate Social Responsibility policy of the Company is available on the website of the Company, https://artson.net/about-us/policies/corporate-social-responsibility-csr-policy/

17. REMUNERATION POLICY

Based on the recommendations of the NRC, the Board of Directors approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel, and other employees of the Company as required under Section 178(3) of the Act. The Company has adopted Governance Guidelines which inter alia covers the composition and role of the Board, Board Appointment, Induction and Development, Directors Remuneration, Code of Conduct, Board Effectiveness Review, and mandates of the Board Committees. The Remuneration Policy is placed on the website of the Company www.artson.net for reference and enclosed as Annexure 1.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has neither given any loans or guarantee, nor provided any security in connection with any loan to any Body Corporate or person, nor has it acquired by subscription, purchase or otherwise, the securities of any Body Corporate as provided under Section 186 of the Act, except for contribution of Rs. 70,000/- made in the Artson-MCL Joint Venture (subsequent to the financial year end), which is formed as an un-incorporated Joint Venture along with Malabar Cements Limited (MCL).

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In compliance with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. All related party transactions entered into during the year under review were undertaken in the ordinary course of business and on an arms length basis. Such transactions were reviewed and approved by the Audit Committee. The Company had obtained prior omnibus approval of the Audit Committee for repetitive related party transactions entered into in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, or other body corporates that could have had a potential conflict with the interests of the Company. Accordingly, the disclosure of related party transactions in Form AOC-2, as required under Section 134(3)(h) of the Act, is not applicable for the year under review. The details of related party transactions, as required under applicable accounting standards, are disclosed in the accompanying Financial Statements.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under Section 134(3)(m) of the Act pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as Annexure 2.

21. RISK MANAGEMENT POLICY

The Company has adopted comprehensive measures for risk management and mitigation, supported by a formal risk reporting framework. To facilitate the identification, assessment, monitoring, and mitigation of risks, as well as to evaluate opportunities arising from them, the Company has constituted a Project Review Committee. The Committee, comprising Directors and senior officials of the Company, reviews critical aspects relating to project implementation and execution, including project delays, scope changes, estimation variances, and other operational challenges. The Committee also focuses on strengthening checks and balances to ensure effective execution of future projects. The Companys key risk management and mitigation practices include identification of risks associated with business objectives, assessment of potential impact, evaluation of risk exposure, and implementation of a structured risk reporting mechanism.

22. PARTICULARS OF SUBSIDIARY COMPANIES OR JOINT VENTURES OR ASSOCIATE COMPANY

The Company neither has any associate nor any Subsidiary Company as defined under various provisions of the Act. During the financial year under review, on 12th February 2026 an un-incorporated Joint Venture was formed along with Malabar Cements Limited (MCL) in the name of Artson-MCL Joint Venture, wherein the Company had contributed an amount of Rs. 70,000/- subsequent to the financial year end. As at the date of this report, the JV had not commenced its commercial operations.

23. PARTICULARS OF DEPOSITS

During the year under review, the Company has neither accepted any deposit covered under Chapter V of the Act nor has it contravened the compliance requirements of Chapter V of the Act.

24. PARTICULARS OF SIGNIFICANT/MATERIAL ORDERS PASSED, IF ANY

During the year under review, there were no significant and/or material orders passed by any Regulator/Court/Tribunal which could impact the going concern status of the Company and its operations in future.

25. AUDITORS

a) Statutory Auditors

Pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Act read with Rules made thereunder, the Shareholders at the 43rd Annual General Meeting (AGM) of the Company held on 28th June 2022, approved the re-appointment of M/s. Price Waterhouse & Co Chartered Accountants LLP, (PW&CO.) (Firm Registration Number - 304026E/E-300009) as the Statutory Auditors of the Company to hold office for a period of 5 years commencing from the conclusion of the 43rd AGM till the conclusion of the 48th AGM to be held in the year 2027.

The Auditors Report issued by PW&CO. for the financial year 2025-26 does not contain any qualification, reservations, adverse remark, or disclaimer.

b) Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held 28th April 2026 re-appointed M/s. Sagar & Associates, Cost Accountants (Firm Registration No. 000118), as the Cost Auditors for the financial year 2026-27 to conduct the audit of the Companys cost records. The necessary consent letter and certificate of eligibility was received from M/s. Sagar & Associates, confirming their eligibility to be re-appointed as the Cost Auditors of the Company.

A resolution seeking ratification of remuneration payable to M/s. Sagar & Associates, Cost Accountants to conduct the audit of the Companys cost records for the FY 2026-27, has been included in the notice convening 47th AGM of the Company.

c) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 24th April 2025 had appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors for a period of 5 years commencing from the conclusion of the 46th AGM till the conclusion of the 51st AGM to be held in the year 2030. The Secretarial Audit Report in the prescribed form MR-3 on the audit conducted by the said Auditor is enclosed to this report as Annexure 3.

d) Internal Auditors

In terms of the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, (as amended or re-enacted from time to time) and based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 28th April 2026 appointed M/s. Aneja Associates, Chartered Accountants, Proprietorship Firm (Firm Registration Number 100404W) as the Internal Auditors of the Company for the financial year 2026-27. M/s Aneja Associates confirmed their willingness and eligibility for appointment as the Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains adequate internal financial controls commensurate with the size, scale, and complexity of its operations. During the year under review, the effectiveness of these controls was evaluated, and no reportable material weaknesses were identified in their design or operating effectiveness. The Company has established comprehensive policies, procedures, and control frameworks to ensure the proper and efficient conduct of business operations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The accounting policies adopted by the Company are in line with the Indian Accounting Standards (Ind-AS) and the Companies Act, aligning with accepted accounting principles in India. Any necessary changes in these policies are made in consultation with the Statutory Auditors and are duly approved by the Audit Committee.

The Companys internal audit system is robustly geared towards ensuring adequate internal controls tailored to the size and needs of the business. Its objectives include Promoting efficient conduct of operations through adherence to Company policies; Identifying areas for improvement; Evaluating the reliability of financial statements; Ensuring compliance with applicable laws and regulations; and Safeguarding assets from unauthorized use.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost, and Secretarial Auditors, including the audit of internal financial controls over financial reporting conducted by the Statutory Auditors, and the reviews undertaken by the Management and relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

27. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND THE MATERNITY BENEFIT ACT 1961

The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also constituted an Internal Complaints Committee for Prevention of Sexual Harassment at workplace. The status of complaints as on 31st March 2026:

a. Number of complaints filed during the financial year: Nil.
b. Number of complaints disposed of during the financial year: Nil.
c. Number of cases pending for more than 90 days: Nil.
d. Number of complaints pending as on end of the financial year: Nil.

Further, the Company is in compliance with the provisions of the Maternity Benefit Act 1961, ensuring applicable benefits are extended to the eligible employees.

28. PARTICULARS OF EMPLOYEES

During the year under review, no employee in the Company drew remuneration more than the amounts prescribed under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the information pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is enclosed as Annexure 4.

29. SHARE CAPITAL

The authorised share capital of the Company is Rs. 17,00,00,000/- comprising of 15,00,00,000 equity shares of Rs. 1/- and 2,00,000 preference shares of Rs. 100/- each. Further, the paid-up equity share capital of the Company is Rs. 3,69,20,000/- divided into 3,69,20,000 equity shares of Rs. 1/- each. During the year under review, there was no change in the capital structure of the Company. Disclosure under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company is not applicable.

30. ISSUE OF SHARES

During the year under review, the Company has not:

i. Issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.
ii. Issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.
iii. Implemented any Employee Stock Option Scheme for its employees.

31. PURCHASE OF SHARES OF THE COMPANY

During the period under review, the Company has not given any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its Holding Company pursuant to Section 67(2) of the Act.

32. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to report to the Management, the instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. Under the policy, the employees can approach the Companys Ethics Counsellor/Chairman of the Audit Committee for reporting.

33. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and 46(2)(b) to (i) and (t) and para-C, D and E of Schedule V are not applicable to the Company because, neither the paid-up share capital exceeds Rs. 10 Crore nor the net-worth exceeds Rs. 25 Crore as on the last day of previous financial year i.e., 31st March 2026. Accordingly, the report pertaining to the Code of Corporate Governance have not been annexed.

Further, pursuant to the provision of Regulation 34 read with para-B of schedule V, the Management Discussion Analysis Report is enclosed as Annexure 5.

34. ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation for the continued support and cooperation extended during the year by the Shareholders, Tata Projects Limited (Holding Company), customers in India and overseas, suppliers and vendors, banks, financial institutions, and various Government and regulatory authorities. The Board also acknowledges and appreciates the dedication, commitment, and valuable contribution of all employees and workers of the Company, whose efforts have been instrumental in the Companys continued progress and growth.

By Order of the Board

For Artson Limited

Registered Office 14th Floor, Cignus, Plot No. 71A, Kailash Nagar, Mayur Nagar Passpoli, Powai, Mumbai -

400087, Maharashtra

Phone No: +91 40 6601 8194; Email: investors@artson.net

CIN: L27290MH1978PLC020644; Website: www.artson.net

Vinayak Pai

Chairman

DIN: 03637894

Date: 15th July 2026

Place: Mumbai