Directors Report of Arham Technologies Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 12^th Annual Report and the Companyâs Audited
Financial Statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL RESULTS OF THE COMPANY:

The Companyâs financial performance for the year ended 31^st March 2025 is summarized below:

(Amount in Rs. Lakhs)

	Standalone Statement		Consolidated Statement
	Year Ended	Year Ended	Year Ended	Year Ended
Particulars	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue From Operation	6,515.75	5,468.98	6,989.35	5,474.16
Other Income	19.71	53.24	19.71	53.24
Total Income	6,535.46	5,522.22	7,009.06	5,527.40
Profit Before Interest and	1,125.89	902.72	1288.62	904.04
Depreciation
Less: - Finance Cost	227.38	158.97	227.38	158.97
Less: - Depreciation	109.29	77.41	110.18	77.42
Profit Before Exceptional Item	789.22	666.34	951.06	667.65
and Tax
Exceptional Item	-	-	-	-
Profit Before Tax	789.22	666.34	951.06	667.65
Less: - Provision for Tax	212.59	170.89	242.37	171.05
Current Tax
Current tax expense relating to
prior years			(18.85)	9.06
Deferred Tax Assets/Liability	(18.79)	8.97	(18.85)

Net Profit After Tax	595.42	486.48	727.54	487.53
Transfer to General Reserve	595.42	486.48	727.54	487.53
Surplus carried to Balance Sheet	595.42	486.48	727.54	487.53
Earnings per equity share: Basic Diluted	3.52 3.52	5.75 5.75	4.30 4.30	5.76 5.76
Proposed Dividend on Equity Shares	-	-	-	-
Tax on proposed Dividend	-	-	-	-

2. STATE OF COMPANYâS AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK:
STATE OF COMPANYâS AFFAIRS:

Arham Technologies Limited is engaged in manufacturing of LED Smart Televisions, with different
screen sizes under our brand âSTARSHINEâ. Your Company also manufacture Fans, BLDC Smart
Fans, Air Coolers, Washing Machines and Mixer Grinders, through third party manufacturers under
our brand âSTARSHINEâ. We have network of dealers and distributors across Chhattisgarh, Madhya
Pradesh, Odisha, Vidarbha, Andhra Pradesh and parts of Uttar Pradesh.

RESULT OF OPERATION:

During the year under review, the performance of the Company remained satisfactory. The financial
highlights are summarized below:

> The Standalone Gross Revenue of the Company stood at INR 6,515.75 Lakhs, while the
Consolidated Gross Revenue stood at INR 6,989.35 Lakhs.

> The Gross Profit before interest, depreciation, and tax amounted to INR 1,125.89 Lakhs on a
standalone basis and INR 1,288.62 Lakhs on a consolidated basis.

> The Net Profit after tax stood at INR 595.42 Lakhs on a standalone basis and INR 727.54
Lakhs on a consolidated basis.

The consistent growth in both standalone and consolidated performance reflects the Companyâs
focus on operational efficiency, financial discipline, and strengthening its business fundamentals.
The management continues to remain committed towards enhancing shareholder value through
sustained growth and profitability.

FUTURE OUTLOOK:

Arham Technologies is poised for an accelerated growth trajectory, powered by strategic market
expansion, product innovation, and backward integration capabilities. While we had earlier
announced our plans to enter the Electric Vehicle (EV) space, we have strategically placed this
initiative on hold. Given the evolving dynamics of the EV sector and the fact that our current
expansion roadmap is positioned to deliver superior growth in the near-to-midterm, this calibrated
decision allows us to optimize resources and focus on immediate high-potential opportunities.

> Penetration into Southern India:

We are aggressively scaling into Southern Indiaâa market defined by entrenched brand
loyalty and long-cycle consumer stickiness. By deploying a targeted go-to-market (GTM)
strategy, leveraging regional distribution networks, and investing in hyperlocal marketing,
we aim to capture significant wallet share and establish enduring market leadership.

> Government Contracts as Growth Catalyst:

Public sector contracts present a high-volume, recurring revenue channel with minimal credit
risk. By aligning with government procurement programs for electronics and institutional
needs, we are embedding ourselves directly into national infrastructure initiativesâdriving
both topline acceleration and brand credibility.

> International Market Expansion:

Exports represent a transformational lever. We are intensifying our footprint across Asia, the
Middle East, and Africa, where demand for Indian-manufactured appliancesâparticularly
ceiling fansâis surging due to their proven efficiency, affordability, and reliability. Our
strategy combines robust channel partnerships, trade-led distribution, and targeted branding
to position Arham as a trusted name in these emerging economies.

> Backward Integration for Design & Cost Leadership:

By internalizing sheet metal fabrication and injection moulding for TV, cooler, and select fan
components, we are moving up the value chain. This backward integration not only reduces
procurement dependencies and input costs but also enhances design agility, enabling faster
new product development (NPD), superior industrial design execution, and IP creation. We
are further planning capex investments through our subsidiary company Arham Corporate
Pvt Ltd. to strengthen this vertical and ensure long-term competitiveness.

> Growth via Interactive Flat Panels & Large Sized Televisions:

We recently announced a ?18.5 Cr capex to expand our large-size television production
capacity and introduce interactive flat panels. Additionally, the recent GST reduction from
28% to 18% on large-size TVs further enhances affordability, unlocking wider consumer
adoption and creating a significant uplift in our revenue trajectory.

The Interactive Flat Panel (IFP) category is experiencing an exponential adoption curve across
education and enterprise segments. Our entry into this high-margin, technology-driven vertical will
significantly augment the topline and diversify our revenue base while strengthening our positioning
as a holistic electronics solutionâs provider.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company during current financial year.

4. CONSOLIDATED FINANCIAL STATEMENT:

The company has incorporated a Wholly Owned Subsidiary Company dated on 19^th January, 2024
named âArham Corporate Private Limitedâ. Accordingly, the company has prepared consolidated
financial statements of the Company and its subsidiaries for FY 2024-25 have been prepared in
compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and as stipulated
under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting
Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited
consolidated financial statements together with the Independent Auditorâs Report thereon form part
of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial
Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1
attached as per annexure-I.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the
said financial statement of the subsidiary companies upon a request by any Member of the Company
or its subsidiary company. These financial statements of the Company and the subsidiary companies
will also be kept open for inspection by any member. The members can send an e-mail to
[email protected]/ [email protected] upto the date of the AGM and the
same would also be available on the Companyâs website URL:
https://www.arhamtechnologies.co.in/annual-report

5. DIVIDEND:

In view of the prevailing business scenario, there is need to conserve funds for the Company. The
Board of Directors, therefore, does not recommend any Dividend for the financial year ended
31^st March, 2025.

6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013:

The company has transferred INR 595.42 Lakhs to the General Reserves during the current financial
year.

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

8. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE / ASSOCIATE COMPANY AND
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
ALONG WITH REASONS THEREFORE:

The company does not have any joint venture or associate Company. The company has Incorporated
a Wholly Owned Subsidiary Company dated on 19^th January, 2024 named âArham Corporate
Private Limitedâ.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid during the year.

10. MEETINGS OF THE BOARD OF DIRECTORS:

NUMBER OF MEETING OF THE BOARD:

During the financial year ended 31^st March 2025, your directors held 7 (Seven) meetings. The
dates of Board Meetings are: -

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	15.05.2024	6	6	100
2	29.05.2024	6	6	100
3	05.09.2024	6	6	100
4	22.10.2024	6	6	100
5	14.11.2024	6	6	100
6	29.01.2025	6	6	100
7	31.03.2025	6	6	100

11. AUDITORâS REPORT:

There are no qualifications or observation or adverse remarks in the Auditorsâ Report which require
any clarification/ explanation. Moreover, notes on financial statements are self-explanatory and needs
no further explanation. Hence Board of Director are not required to give any comment under section
134 (3) (f) of Companies Act, 2013.

12. AUDITORS

A. Statutory Auditors:

M/s. Badhan & Co, Chartered Accountants (FRN. 0004008C), have successfully conducted the Statutory
audit of Company for the financial year end 31^st March 2025. M/s. MRCA & Associates, Chartered
Accountants (FRN: 012690C), Raipur have resigned as Statutory Auditors of the Company which has
caused casual vacancy. To fill such casual vacancy, pursuant to the recommendations of Audit
Committee the Board has proposed M/s. Badhan & Co, Chartered Accountants (FRN: 0004008C),
Chartered Accountants as the Statutory Auditors of the Company upto the Seventeen Annual general
Meeting of the Company for 5 (five) consecutive Financial Years.

Further, pursuant to Section 139 of the Companies Act, 2013 M/s. Badhan & Co, Chartered Accountants
(FRN. 0004008C) have expressed their willingness to such appointment as Statutory Auditors. They
have further confirmed that if appointed, their appointment would be in pursuance to the provisions of
Section 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

B. Secretarial Auditors:

During the year, the Company has appointed M/s. Abhishek Jain & Associates Practicing Company
Secretaries, a Peer Reviewed Firm, as a Secretarial Auditor pursuant to Section 204 of the Companies
Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 for conducting secretarial audit of the company for the financial year 2024-25. The Secretarial
Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed
herewith for your kind perusal and information as Annexure-III.

C. Cost Auditor:

Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act, 2013 is not
applicable to the Company.

D. Internal Auditor:

During the year, the Company has appointed M/s. Agrawal Bafna & Associates, Chartered
Accountants (FRN: 027234C), Durg, Chhattisgarh, as an Internal Auditor pursuant to Section 138 of
the Companies Act, 2013 to ensure the routine internal audits and controls.

11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE
FINANCIAL YEAR ENDED 31.03.2025.

The Directors and KMP as on 31^st March 2025 are as follows:

Sr. No.	Name	DIN	Designation	Date of Appointment
1.	Mr. Ankit Jain	AIGPJ7531B	Chief Financial Officer	02/06/2022
2.	Mr. Ankit Jain	06381280	Director	27/12/2013
3.	Mr. Anekant Jain	06732591	Director	27/12/2013
4.	Mr. Anekant Jain	AVGPJ0208C	Chief Executive Officer	02/06/2022
5.	Mr. Manish Kumar Agrawal	09781023	Independent Director	01/06/2023
6.	Mr. Saurabh Agrawal	07472972	Independent Director	25/06/2022
7.	Mr. Roshan Jain	06381291	Managing Director	25/06/2022
8.	Mrs. Rukmani Jain	06381287	Non-Executive Woman Director	25/06/2022
9.	Mrs. Pooja Avinash Gandhewar	AORPT2638G	Whole Time Company Secretary	05/08/2022

12. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR
SHAREHOLDING:

A Remuneration Of Directors

Name	Ankit Jain	Anekant Jain	Roshan Jain
Designation	Executive Director	Executive Director	Managing Director
Shareholding
Number of Shares	3516000	2268000	3924000
Remuneration
Basic & D. A	12,75,000	12,75,000	12,75,000
Special Allowance	-	-	-
HR. A	-	-	-
Transportation	-	-	-
Washing Allowance	-	-	-
Commission	-	-	-
LTA	-	-	-
Medical	-	-	-
Total	12,75,000	12,75,000	12,75,000

B. Remuneration of Key Managerial Personnel

Name	Pooja Avinash Gandhewar
Designation	Company Secretary cum
Designation	Compliance officer
Salary	2,64,000

13. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the
Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, are given in the Annexure-IV forming part of this report.

14. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

No Managing Director or Whole-Time Director of the Company was in receipt of any remuneration
or commission from the Company''s Holding or Subsidiary companies during the financial year.

15. LOANS, GUARANTEES AND INVESTMENTS: -

During the financial year 2024-25, the Company did not provide any loans or guarantees or made
investment in its subsidiaries, joint ventures, associate companies, other corporate entities, or individuals.

16. DEPOSITS:

The Company has not accepted/ renewed any deposits for the year ended 31^st March, 2025.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, is annexed herewith as âANNEXURE Vâ.

18. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace. It has adopted the policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of
sexual harassment of woman at workplace (prevention, prohibition and redressal) Act, 2013 and the
rules thereunder for prevention and redressal of complaints of sexual harassment at work place.

The Company has not received any complaint regarding sexual harassment during the Financial Year
2024-25.

19. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (''CSR'') Policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year in the format prescribed in
the Companies (''CSR Policy'') Rules, 2014 are set out in Annexure VI of this Report.

The Corporate Social Responsibility Committee comprises of

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Roshan Jain	Managing Director	Chairman
Mr. Anekant Jain	Director	Member
Mr. Ankit Jain	Director	Member

The Committee met two times during the year. The brief outline of the corporate social responsibility
(CSR) policy of the Company is available on the website of the Company at
https://arhamtechnologies.co.in/committeesOfTheBoard.

20. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to
Directorsâ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the
applicable accounting standards read with requirement set out under Schedule III of the
Companies Act, 2013 had been followed and there is no material departure from the same;

b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company as at the end of the financial year 31^st March, 2025 and of
the profit of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149
(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section
149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

22. A UDIT COMMITTEE: - {Section 177 (8)}

The Audit Committee had duly formed in line with the provisions of Section 177 (8) of the Companies
Act, 2013. The details of the Committee are available on the website of the Company at
https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;

1. Mr. Saurabh Agrawal - Chairman

2. Mr. Manish Agrawal - Member

3. Mr. Ankit Jain - Member

Note: During the year under review, the composition of the Audit Committee of the company was not
changed.

Sr. No.	Date of meeting	Total No. of Members on the Date of Meeting	No. of Members attended	% of Attendance
1.	15/05/2024	3	3	100%
2.	05/09/2024	3	3	100%
3.	14/11/2024	3	3	100%

29/01/2025

100%

23. COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBÂ¬
SECTION (3) OF SECTION 178:

The Nomination and Remuneration committee had duly formed in line with the provisions of Section
178 of the Companies Act, 2013. The details of the Committee are available on the website of the
Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;

1. Mr. Manish Agrawal - Chairman

2. Mr. Saurabh Agrawal - Member

3. Mrs. Rukmani Jain - Member

Note: During the year under review, the composition of the Nomination and Remuneration Committee
of the company was not changed.

Sr.

No.

Date of meeting

Total No. of Members on the
Date of Meeting

No. of
Members
attended

% of

Attendance

04/04/2024

100%

03/09/2024

100%

24. STAKEHOLDER RELATIONSHIP COMMITTEE: - {Section 178}

The Stakeholder Relationship Committee had duly formed in line with the provisions of Section 178
of the Companies Act, 2013. The details of the Committee are available on the website of the Company
at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;

1. Mr. Manish Agrawal - Chairman

2. Mr. Ankit Jain - Member

3. Mrs. Rukmani Jain - Member

Sr.

No.

Date of meeting

Total No. of Members on
the Date of Meeting

No. of
Members
attended

% of

Attendance

04/04/2024

100%

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS
OPERA TIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

A Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

B. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

C. Bonus Shares

During the year under review, the Company has capitalized its reserves amounting to Rs. 8.46 lakhs
and issued Bonus Shares to the shareholders in the ratio of 1:1, thereby increasing the paid-up share
capital of the Company. The Bonus issue was made out of the Companyâs free reserves, in
compliance with the provisions of the Companies Act, 2013 and rules made thereunder, and other
applicable statutory requirements.

The Board of Directors expresses its gratitude to the shareholders for their continued trust and support.

D. Employees Stock Option Plan (ESOP)

The Company has implemented the ATL Employee Stock Plan 2024 under which up to 169,200
equity shares of Rs. 10/- each may be allotted to eligible employees. The Company has received
in-principal approval from NSE for listing of these shares. The ESOP is designed to attract, retain,
and motivate employees by aligning their interests with the long-term growth and performance of the
Company, in accordance with SEBI (Share Based Employee Benefits) Regulations, 2021.

26. FORMAL ANNUAL EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its
Committees, Executive Directors, and Independent Directors. Based on the same, the performance
was evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the
performance of Non- Independent Directors, the Chairman and the Board was conducted by the
Independent Directors.

The performance evaluation of the respective Committees and that of Independent and NonÂ¬
Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness,
quality of discussion, contribution at the meetings, business acumen, strategic thinking, time
commitment, and relationship with the stakeholders, corporate governance practices, contribution of
the committees to the Board in discharging its functions etc.

27. RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No.
AOC-2 as Annexure-II.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides
protection to all its assets against loss from unauthorized use and ensures correct reporting of
transactions.

The internal control systems are further supplemented by internal audits carried out by the respective
Internal Auditors of the Company and Periodical review by the management. The Company has put in
place proper controls, which are reviewed at regular intervals to ensure that transactions are properly
authorized, correctly reported and assets are safeguarded.

29. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for
conducting the business in a risk conscious manner. The Company has a structured and comprehensive
Risk Management Frame work under which the risks are identified, assessed, trace, monitored and
reported as a part of normal business practice. The Risk Management System is fully aligned with the
corporate and operational objectives. There is no element of risk which in the opinion of the Board may
threaten the existence of the Company.

30. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section
148 of the Companies Act, 2013, has been made and maintained by the Company.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and
transparent manner by adoption of highest standard of professionalism, honesty, integrity and ethical
behavior, the Company has adopted a vigil mechanism policy. The mechanism of whistle blower policy
is in place.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the Managementâs discussion and analysis report is
annexed in Annexure-VI.

33. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investorâs
related information. The link of website is https://arhamtechnologies.co.in/

34. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate
governance requirements. Our disclosures seek to attain the best practices in corporate governance. We
also endeavor to enhance long-term shareholder value and respect minority rights in all our business
decisions.

As our company has been listed on EMERGE Platform (SME) of NSE Limited, therefore by virtue of
Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the
compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause
(b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to
the company. Hence, corporate governance report does not form a part of this Board Report, though we
are committed towards best corporate governance practices.

35. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

36. GENERAL MEETING:

The Directors state that the applicable secretarial standard i.e. SS-2, relating to âGeneral Meetingâ, has
been duly followed by the Company

Details of the General Meetings of the Company held during the financial year along with summary
of Resolutions passed thereat, as more particularly set out in the respective notices of such General
Meetings, as passed by the Members, are as follows:

AGM /EGM	Day, Date, Time and Venue	Particulars of Resolution
Extra Ordinary	Friday, 12^th April, 2024 at	1. To Increase the authorised share
General	12:30 p.m. at Plot No. 15,	capital of the company and
Meeting	Electronic Manufacturing	consequential amendment in
Meeting	Cluster, Sector 22, Village Tuta, Atal Nagar, Nava Raipur Chhattisgarh, 492015 India	memorandum of association of the Company. 2. To Consider and approve the matter regarding issue of bonus shares to the equity shareholders. 3. To Increase the limit of fresh issue of shares through further public offer (FPO).

Extra Ordinary General Meeting	Monday, 24^th February, 2025 at 03:00 p.m at Plot No. 15, Electronic Manufacturing Cluster, Sector 22, Village Tuta, Atal Nagar, Nava Raipur Chhattisgarh, 492015 India	1. To Increase the authorised share capital of the company and consequential amendment in memorandum of association of the Company. 2. To Appointment of statutory auditor to fill casual vacancy.
Annual General	Monday, 30^th September,	1. Adoption of Audited Financial
Meeting	2024 at 04.00 p.m. at Plot No.	Statements.
	15, Electronic Manufacturing	2. Re-appointment of a Director.
	Cluster, Sector 22, Village	3. To consider and approve ATL
	Tuta, Atal Nagar, Nava	Employee Stock Plan 2024 and grant of
	Raipur, Chhattisgarh, 492015	Employee Stock options to Eligible
	India	Employees.

3 7. REPORTING OF FRA UD:

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

38. ANNUAL RETURN:

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the
Annual Return of the Company have been uploaded on the Company''s website
https://arhamtechnologies.co.in/investor-relation/ in e-form MGT-7 for the financial year ended
March 31, 2025.

39. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under the
Act, including paid maternity leave, continuity of salary and service during the leave period, and
post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that
upholds the rights and welfare of its women employees in accordance with applicable laws.

40. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTACY CODE 2016:

During the financial year under review, there were no application/s made or proceeding were
pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the Financial year under review, there were no one-time settlement of Loans taken from
Banks and Financial institutions.

42. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year
ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the softwareâs and the audit trail
feature has not been tampered with and the audit trail has been preserved by the company as per the
statutory requirements for record retention.

43. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION)
RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration)
Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance
with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been
reported in Annual Return of the company.

44. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company Has Complied with the applicable Secretarial Standards (as amended from time to time)
on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and
approved by Central Government under section 118(10) of the Companies Act, 2013.

45. ACKNOWLEDGEMENT:

Your directors wish to express their grateful appreciation to the continued co-operation received from
the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under
review and look forward to their continued co-operation in the years to come.

Your directors also wish to place on record their deep sense of appreciation for the committed service
of the Executives, staff and Workers of the Company.

For and on behalf of the Board of Directors

SD/- SD/-

Managing Director Director

^{Date: 26}.⁰⁸.²⁰²⁵ DIN 06381291 DIN 06381280

Place: Raipur

NAME Roshan Jain NAME Ankit Jain

Mar 31, 2024

Your directors have pleasure in presenting their 11^th Annual Report and the Companyâs Audited Financial Statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL RESULTS OF THE COMPANY:

The Companyâs financial performance for the year ended 31^st March 2024 is summarized below:

(Amount in Rs. Lakhs)

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue From Operation	5,468.98	4,844.32
Other Income	54.23	23.14
Total Income	5,523.21	4,867.46
Profit Before Interest and Depreciation	903.70	637.66
Less: - Finance Cost	159.95	139.75
Less: - Depreciation	77.41	27.29
Profit Before Exceptional Item and Tax	666.34	470.62
Exceptional Item	-	-
Profit Before Tax	666.34	470.62
Less: - Provision for Tax Current Tax	170.89	123.76
Current tax expense relating to prior years	-	(10.56)
Deferred Tax Assets/Liability	8.97	2.32
Net Profit After Tax	486.48	355.10
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	486.48	355.10
Surplus carried to Balance Sheet	486.48	355.10
Earnings per equity share Basic	5.75	5.19
Diluted	5.75	5.19

2. STATE OF COMPANYâS AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK: STATE OF COMPANYâS AFFAIRS:

Arham Technologies Limited is engaged in manufacturing of LED Smart Televisions, with different screen sizes under our brand âSTARSHINEâ. Your Company also manufacture Fans, Air Coolers and Mixer Grinders through third party manufacturers under our brand âSTARSHINEâ. We have network of dealers and distributors across Chhattisgarh, Madhya Pradesh, Odisha, Vidarbha, Andhra Pradesh and parts of Uttar Pradesh.

In this financial year, the company has launched Google TVs under our brand, Starshine. These state-of-the-art Smart Televisions integrate Google TV, offering curated recommendations, Google Assistant for voice commands, access to over 10,000 apps, and personalized entertainment options.

Also, the company has entered into manufacturing of Commercial Production of Ceiling Fans and Solar BLDC Fans with remote control and also launched 4 k Smart Television with screen sizes 75" and 85".

RESULT OF OPERATION:

During the year under review, your Companyâs Gross Revenue is INR 5523.21 Lakhs. Gross profit before interest expenses, depreciation and tax amounted to INR 903.70 Lakhs. The Net Profit of Company after tax stood at INR 486.48 Lakhs.

FUTURE OUTLOOK:

Your Companyâs future costs and revenues will be determined by demand/supply situation, Government Policies and Taxation and Currency fluctuations. The initiative taken by the company has started showing good results. The Company is confident of improved performance during the current year.

Your Company has planned to add other products in our portfolio by way of white labelling, to be a part of bigger portfolio of products. Your Company has planned to keep our focus on sales of Smart Televisions by making schemes and offers centric to Televisions and also setting up a manufacturing facility for Fans at our existing locations which shall give better margin and control in supply chain.

Your Company has also launched our âD2Câ website www.starshine.co.in for our products which will increase our sales, profits, brand value and also to provide direct benefit to the end users and are also listing our products on e-commerce platform i.e., Amazon and Flipkart, etc.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company during current financial year.

4. CONSOLIDATED FINANCIAL STATEMENT:

During the year under review the company has Incorporated a Wholly Owned Subsidiary Company dated on 19^th January, 2024 named âArham Corporate Private Limitedâ. Accordingly, the company has prepared consolidated financial statements of the Company and its subsidiaries for FY 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditorâs Report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1 attached as per annexure-I.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary company. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to [email protected] upto the date of the AGM and the same would also be available on the Companyâs website URL: https://www. https://www.arhamtechnologies.co.in/annual-report

5. DIVIDEND:

In view of the prevailing business scenario, there is need to conserve funds for the Company. The Board of Directors, therefore, does not recommend any Dividend for the financial year ended 31^st March, 2024.

6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The company has transferred INR 486.48 Lakhs to the General Reserves during the current financial year.

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

8. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE / ASSOCIATE COMPANY AND DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS THEREFORE:

The company does not have any joint venture or associate Company. During the year under review the company has Incorporated a Wholly Owned Subsidiary Company dated on 19^th January, 2024 named âArham Corporate Private Limitedâ. Accordingly, the company has prepared consolidated financial statements of the Company and its subsidiaries for FY 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited

consolidated financial statements together with the Independent Auditorâs Report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1 attached as per annexure-I.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary company. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to [email protected] upto the date of the AGM and the same would also be available on the Companyâs website URL: https://www. https://www.arhamtechnologies.co.in/annual-report

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the year.

10. MEETINGS OF THE BOARD OF DIRECTORS:

NUMBER OF MEETING OF THE BOARD:

During the financial year ended 31^st March 2024, your directors held 9 (Nine) meetings. The dates of Board Meetings are: -

Sr.

No.

Date of meeting

Total No. of Directors on the Date of Meeting

No. of Directors attended

% of

Attendance

10.04.2023

100

2	25.05.2023	6	6	100
3	12.08.2023	6	6	100
4	24.08.2023	6	6	100
5	06.11.2023	6	6	100
6	10.11.2023	6	6	100
7	18.12.2023	6	6	100
8	27.12.2023	6	6	100
9	14.03.2024	6	6	100

11. AUDITORâSREPORT:

There are no qualifications or observation or adverse remarks in the Auditorsâ Report which require any clarification/ explanation. Moreover, notes on financial statements are self-explanatory and needs no further explanation. Hence Board of Director are not required to give any comment under section 134 (3) (f) of Companies Act, 2013.

12. AUDITORS

A. Statutory Auditors:

M/s MRCA & Associates, Chartered Accountants (FRN: 012690C), Chartered Accountants were appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 10^th AGM of the Company until the conclusion of the 15 ^th AGM of the Company to be held in the year 2027.

B. Secretarial Auditors:

During the year, the Company has appointed M/s Abhishek Jain & Associates Practicing Company Secretaries, a Peer Reviewed Firm, as a Secretarial Auditor pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for conducting secretarial audit of the company for the financial year 2023-24.The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-III.

C. Cost Auditor:

Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company.

D. Internal Auditor:

During the year, the Company has appointed M/s Agrawal Bafna & Associates, Chartered Accountants (FRN: 027234C), Durg, Chhattisgarh, as an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls.

11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED 31.03.2024.

The Directors and KMP as on 31^st March 2024 are as follows:

Sr. No.	Name	DIN	Designation	Date of Appointment
1.	Mr. Ankit Jain	AIGPJ7531B	Chief Financial Officer	02/06/2022
2.	Mr. Ankit Jain	06381280	Director	27/12/2013
3.	Mr. Anekant Jain	06732591	Director	27/12/2013
4.	Mr. Anekant Jain	AVGPJ0208C	Chief Executive Officer	02/06/2022
5.	Mr. Manish Kumar Agrawal	09781023	Independent Director	01/06/2023

6.	Mr. Saurabh Agrawal	07472972	Independent Director	25/06/2022
7.	Mr. Roshan Jain	06381291	Managing Director	25/06/2022
8.	Mrs. Rukmani Jain	06381287	Non-Executive Woman Director	25/06/2022
9.	Mrs. Pooja Avinash Gandhewar	AORPT2638G	Whole Time Company Secretary	05/08/2022

During the Financial Year the following appointment and resignation of Directors and Key Managerial Personnel occurred:

Sr.

No.

Name

DIN

Designation

Date

Nature of Change

Mr. Manish Agrawal

09781023

Independent

Director

01/06/2023

Appointment

Mr. Gaurav Agrawal

07472972

Independent

Director

31/05/2023

Resignation

12. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR SHAREHOLDING:

A. Remuneration Of Directors

Name	Ankit Jain	Anekant Jain	Roshan Jain
Designation	Executive Director	Executive Director	Managing Director
Shareholding
Number of Shares	1749000	1134000	1962000
Remuneration
Basic & D. A	9,12,000	9,12,000	9,12,000
Special Allowance	-	-	-
HR. A	-	-	-

Transportation	-	-	-
Washing Allowance	-	-	-
Commission	-	-	-
LTA	-	-	-
Medical	-	-	-
Total	9,12,000	9,12,000	9,12,000

B. Remuneration Of Key Managerial Personnel

Name	Pooja Avinash Gandhewar
Designation	Company Secretary cum
Designation	Compliance officer
Salary	2,64,000

13. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-IV forming part of this report.

14. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

No Managing Director or Whole-Time Director of the Company was in receipt of any remuneration or commission from the Company''s Holding or Subsidiary companies during the financial year.

15. LOANS, GUARANTEES AND INVESTMENTS: -

As per Section 186 of the Act, the details of Investments made during FY 2023-24 are given below:

(âin lakhsâ)

Name of Companies	Nature of Transactions	Investments
Arham Corporate Private Limited	Equity Investment	10.00

During the financial year 2023-24, the Company did not provide any loans or guarantees to its subsidiaries, joint ventures, associate companies, other corporate entities, or individuals.

16. DEPOSITS:

The Company has not accepted/ renewed any deposits for the year ended 31^st March, 2024.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âANNEXURE Vâ.

18. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace. It has adopted the policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of sexual harassment of woman at workplace (prevention, prohibition and redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at work place.

The Company has not received any complaint regarding sexual harassment during the Financial Year 2023-24.

19. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required to formulate the policy on corporate social responsibility.

20. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards read with requirement set out under Schedule III of the Companies Act, 2013 had been followed and there is no material departure from the same;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 31^st March, 2024 and of the profit of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

22. AUDIT COMMITTEE: - {Section 177 (8)}

The Audit Committee had duly formed in line with the provisions of Section 177 (8) of the Companies Act, 2013. The details of the Committee are available on the website of the Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;

1. Mr. Saurabh Agrawal - Chairman

2. Mr. Manish Agrawal - Member

3. Mrs. Ankit Jain - Member

Note: During the year under review, the composition of the Audit Committee of the company was changed.

Sr. No.	Date of meeting	Total No. of Members on the Date of Meeting	No. of Members attended	% of Attendance
1.	25/05/2023	3	3	100%
2.	24/08/2023	3	3	100%
3.	10/11/2023	3	3	100%
4.	26/02/2024	3	3	100%

23. COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:

The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act, 2013. The details of the Committee are available on the website of the Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;

1. Mr. Manish Agrawal - Chairman

2. Mr. Saurabh Agrawal - Member

3. Mrs. Rukmani Jain - Member

Note: During the year under review, the composition of the Nomination and Remuneration Committee of the company was changed.

Sr.

No.

Date of meeting

Total No. of Members on the Date of Meeting

No. of Members attended

% of

Attendance

25/05/2023

100%

24. STAKEHOLDER RELATIONSHIP COMMITTEE: - {Section 178}

The Stakeholder Relationship Committee had duly formed in line with the provisions of Section 178 of the Companies Act, 2013. The details of the Committee are available on the website of the Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;

1. Mr. Manish Agrawal - Chairman

2. Mr. Ankit Jain - Member

3. Mrs. Rukmani Jain - Member

Sr.

No.

Date of meeting

Total No. of Members on the Date of Meeting

No. of Members attended

% of

Attendance

25/05/2023

100%

25. SIGNIFICANT AND MA TERIAL ORDERS PASSED BY THE REGULA TORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERA TIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

A. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

B. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

C. Bonus Shares

Note: - During the year under review, the Board approved the issuance of bonus shares. At a meeting held on March 14, 2024, the Board of Directors approved the proposal to issue 8,460,000 bonus shares to Existing equity shareholders at a 1:1 ratio. This decision was subsequently approved by the members at the Extra-ordinary General Meeting on April 12, 2024.

D. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

26. FORMAL ANNUAL EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors.

The performance evaluation of the respective Committees and that of Independent and NonIndependent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

27. RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 as Annexure-II.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

29. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Frame work under which the risks are identified, assessed, trace, monitored and reported as a part of normal business practice. The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.

30. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, has been made and maintained by the Company.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standard of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. The mechanism of whistle blower policy is in place.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managementâs discussion and analysis report is annexed in Annexure-VI.

33. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investorâs related information. The link of website is https://arhamtechnologies.co.in/

34. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

(b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to the company. Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.

35. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

36. GENERAL MEETING:

The Directors state that the applicable secretarial standard i.e. SS-2, relating to âGeneral Meetingâ, has been duly followed by the Company

Details of the General Meetings of the Company held during the financial year along with summary of Resolutions passed thereat, as more particularly set out in the respective notices of such General Meetings, as passed by the Members, are as follows:

AGM /EGM	Day, Date, Time and Venue	Particulars of Resolution
Extra Ordinary	Saturday, 25^th January, 2024 at	1. To Increase the Authorised Share Capital
General	12:30 p.m. at Plot No. 15,	of the Company and consequential
Meeting	Electronic Manufacturing	amendment in Memorandum of
	Cluster, Sector 22, Village	Association of the Company
	Tuta, Atal Nagar, Nava Raipur Chhattisgarh, 492015 India	2. To approve fresh issue of shares through Further Public Offer (FPO).

Annual General	Saturday, 30^th September,	1. Adoption of Audited Financial
Meeting	2023 at 11.00 a.m. at Plot No.	Statements.
	15, Electronic Manufacturing Cluster, Sector 22, Village Tuta, Atal Nagar, Nava Raipur, Chhattisgarh, 492015 India	2. Re-appointment of a Director. 3. To approve the appointment of statutory auditor to fill casual vacancy caused by resignation of M/s R. S. Choraria & Associates, Chartered Accountants.
		4. Regularisation of appointment of Mr. Manish Agrawal (DIN: 09781023), Additional Independent Director of the company as Director.
		5. Approval of Payment of Remuneration to Mr. Ankit Jain, Director cum Chief Financial Officer of Company (DIN: 06381280). 6. Approval of Payment of Remuneration to Mr. Anekant Jain, Director cum Chief Executive Officer of Company (DIN: 06732591).
		7. Approval of Payment of Commission to Ms. Rukmani Jain, Non-Executive Director of Company (DIN: 06381287).

37. REPORTING OF FRA UD:

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

38. ANNUAL RETURN:

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company have been uploaded on the Company''s website https://arhamtechnologies.co.in/investor-relation/ in e-form MGT-7 for the financial year ended March 31, 2023.

39. ACKNOWLEDGEMENT:

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review and look forward to their continued co-operation in the years to come.

Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For and on behalf of the Board of Directors

SD/- SD/-

Managing Director Director

^Date:03/09/2024 DIN 06381291 DIN 06381280

Place: Raipur

NAME Roshan Jain NAME Ankit Jain

Mar 31, 2023

Board Report

The Members of

ARHAM TECHNOLOGIES LIMITED
(Erstwhile âArham Technologies Private Limitedâ)

Your directors have pleasure in presenting their 10^th Annual Report and the Companyâs Audited
Financial Statements for the financial year ended on 31^st March, 2023.

1. FINANCIAL RESULTS OF THE COMPANY:

The Companyâs financial performance for the year ended 31^st March 2023 is summarized below:

Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022
Revenue From Operation	4,844.32	3,646.79
Other Income	23.14	80.58
Total Income	4867.46	3727. 37
Profit Before Interest and Depreciation	637.66	558.16
Less: - Finance Cost	139.75	110.24
Less: - Depreciation	27.29	25.70
Profit Before Exceptional Item and Tax	470.62	422.22
Exceptional Item	-	-
Profit Before Tax	470.62	422.22
Less: - Provision for Tax Current Tax	123.76	110.76
Current tax expense relating to prior years	(10.56)	-
Deferred Tax Assets/Liability	2.32	9.44
Net Profit After Tax	355.10	302.02
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	355.10	302.02
Surplus carried to Balance Sheet	355.10	302.02
Earnings per equity share Basic	5.19	4.89
Diluted	5.19	4.89

2. STATE OF COMPANYâS AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK:
STATE OF COMPANYâS AFFAIRS:

Arham Technologies Limited is engaged in manufacturing of LED Smart Televisions, with different
screen sizes under our brand âSTARSHINEâ. Your Company also manufacture Fans, Air Coolers and
Mixer Grinders through third party manufacturers under our brand â STARSHINEâ. We have network
of dealers and distributors across Chhattisgarh, Madhya Pradesh, Odisha, Vidarbha, Andhra Pradesh
and parts of Uttar Pradesh.

RESULT OF OPERA TION:

During the year under review your Companyâs Gross Revenue is INR 4,867.46 Lakhs. Gross profit
before interest expenses, depreciation and tax amounted to INR 637.66 Lakhs. The Net Profit of
Company after tax stood at INR 355.10 Lakhs.

FUTURE OUTLOOK:

Your Companyâs future costs and revenues will be determined by demand/supply situation,
Government Policies and Taxation and Currency fluctuations. The initiative taken by the company has
started showing good results. The Company is confident of improved performance during the current
year.

Your Company has planned to add other products in our portfolio by way of white labelling, to be a
part of bigger portfolio of products. Your Company has planned to keep our focus on sales of Smart
Televisions by making schemes and offers centric to Televisions and also setting up a manufacturing
facility for Fans at our existing locations which shall give better margin and control in supply chain.

Your Company has also launched our âD2Câ website www.starshine.co.in for our products which will
increase our sales, profits, brand value and also to provide direct benefit to the end users and are also
listing our products on e-commerce platform i.e., Amazon and Flipkart, etc.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company during current financial year.

4. CONSOLIDATED FINANCIAL STATEMENT:

The company does not have any subsidiary, joint venture or associate Company. Hence it is not
required to prepare any Consolidated Financial Statement.

5. DIVIDEND:

6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013:

The company has transferred INR 355.10 Lakhs to the General Reserves during the current financial
year.

There are no material changes and commitment affecting the financial position of the Company which
has occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the report but during the period under review the Company got listed on National
Stock Exchange EMERGE Platform (SME) on 15^th December, 2022.

The company does not have any Subsidiary, Joint Venture or Associate Company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid during the year.

10. MEETINGS OF THE BOARD OF DIRECTORS:

NUMBER OF MEETING OF THE BOARD:

During the financial year ended 31^st March 2023, your directors held 11 (Eleven) meetings. The dates
of Board Meetings are: -

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	22.04.2022	3	3	100%
2	02.06.2022	3	3	100%
3	01.07.2022	6	6	100%
4	05.08.2022	6	6	100%
5	29.08.2022	6	6	100%
6	05.09.2022	6	6	100%

7	09.09.2022	6	5	83%
8	21.11.2022	6	5	83%
9	29.11.2022	6	5	83%
10	12.12.2022	6	6	100%
11	15.03.2023	6	6	100%

11. A UDITOR âS REPORT:

12. AUDITORS

A. Statutory Auditors:

M/s. R. S. Choraria & Associates, Chartered Accountants (FRN. 11303C), have successfully
conducted the Statutory audit of Company for the financial year end 31^st March 2023.

M7s R. S. Choraria & Associates, Chartered Accountants, Raipur (Firm Registration No. 011303C)
have resigned as Statutory Auditors of the Company which has caused casual vacancy. To fill such
casual vacancy, pursuant to the recommendations of Audit Committee the Board has proposed M/s
MRCA & Associates, Chartered Accountants (FRN: 012690C), Chartered Accountants as the
Statutory Auditors of the Company upto the Fifteenth Annual general Meeting of the Company for 5
(five) consecutive Financial Years.

Further, pursuant to Section 139 of the Companies Act, 2013 M/s MRCA & Associates, Chartered
Accountants (FRN: 012690C) have expressed their willingness to such appointment as Statutory
Auditors. They have further confirmed that if appointed, their appointment would be in pursuance to
the provisions of Section 139 and 141 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014.

B. Secretarial Auditors:

During the year, the Company has appointed M/s Abhishek Jain & Associates Practicing Company
Secretaries, a Peer Reviewed Firm, as a Secretarial Auditor pursuant to Section 204 of the Companies
Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 for conducting secretarial audit of the company for the financial year 2022-23.The Secretarial
Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed
herewith for your kind perusal and information as Annexure-I

C. Cost Auditor:

Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act, 2013 is not
applicable to the Company.

D. Internal Auditor:

During the year, the Company has appointed M/s Agrawal Bafna & Associates, Chartered Accountants
(FRN: 027234C), Durg, Chhattisgarh, as an Internal Auditor pursuant to Section 138 of the Companies
Act, 2013 to ensure the routine internal audits and controls.

11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE
FINANCIAL YEAR ENDED 31.03.2023.

The Directors and KMP as on 31^st March 2023 are as follows:

Sr.

No.

Name

DIN

Designation

Date

Nature of
Change

Mr. Ankit Jain

AIGPJ7531B

Director cum Chief
Financial Officer

02/06/2022

Appointment

2.	Mr. Anekant Jain	AVGPJ0208C	Director cum Chief Executive Officer	02/06/2022	Appointment
3.	Mr. Gaurav Agrawal	07231924	Independent Director	25/06/2022	Appointment
4.	Mr. Saurabh Agrawal	07472972	Independent Director	25/06/2022	Appointment
5.	Mr. Roshan Jain	06381291	Managing Director	25/06/2022	Change in Designation
6.	Mrs. Rukmani Jain	06381287	Non-Executive Woman Director	25/06/2022	Appointment
7.	Mrs. Pooja Avinash Gandhewar	AORPT2638G	Whole time Company Secretary	05/08/2022	Appointment

During the Financial Year the following appointment and change in designation of Directors and Key
Managerial Personnel occurred:

Sr. No.	Name	DIN	Designation	Date	Nature of Change
1.	Mr. Ankit Jain	AIGPJ7531B	Director cum Chief Financial Officer	02/06/2022	Appointment
2.	Mr. Anekant Jain	AVGPJ0208C	Director cum Chief Executive Officer	02/06/2022	Appointment
3.	Mr. Saurabh Agrawal	07472972	Independent Director	25/06/2022	Appointment
4.	Mrs. Rukmani Jain	06381287	Non-Executive Woman Director	25/06/2022	Appointment

5.	Mrs. Pooja	AORPT2638G	Whole time	05/08/2022	Appointment
	Avinash		Company
	Gandhewar		Secretary

However, the following appointment and resignation of Independent Director has occurred after the
closure of financial year:

Sr.

No.

Name

DIN

Designation

Date

Nature of
Change

Mr. Gaurav
Agrawal

07231924

Independent

Director

25/06/2022

Cessation

Mr. Manish
Agrawal

09781023

Independent

Director

01/06/2023

Appointment

12. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR
SHAREHOLDING:

A. Remuneration Of Directors

Name	Ankit Jain	Anekant Jain	Roshan Jain
Designation	Executive Director	Executive Director	Managing Director
Shareholding
Number of Shares	1749000	1134000	1962000
Remuneration
Basic & D. A	3,50,000	3,50,000	5,80,000
Special Allowance	-	-	-
H.R. A	-	-	-
Transportation	-	-	-
Washing Allowance	-	-	-

Commission	-	-	-
LTA	-	-	-
Medical	-	-	-
Total	3,50,000	3,50,000	5,80,000

B. Remuneration Of Key Managerial Personnel

Name	Ankit Jain	Anekant Jain
Designation	Chief Financial Officer	Chief Executive Officer
Remuneration
Salary	2,30,000	1,75,120

13. PARTICULARS OF EMPLOYEES

14. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

No Managing Director or Whole-Time Director of the Company was in receipt of any remuneration
or commission from the Company''s Holding or Subsidiary companies during the financial year.

15. LOANS, GUARANTEES AND INVESTMENTS: -

During the year under review the Company has not given long term loan and advances or made any
Investments.

16. DEPOSITS:

The Company has not accepted/ renewed any deposits for the year ended 31^st March, 2023.

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

18. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

19. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not
fall within purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required to
formulate the policy on corporate social responsibility.

20. DIRECTORS â RESPONSIBILITY STA TEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to
Directorsâ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the
applicable accounting standards read with requirement set out under Schedule III of the
Companies Act, 2013 had been followed and there is no material departure from the same;

b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company as at the end of the financial year 31^st March, 2023 and of
the profit of the company for that period;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

21. DECLARA TION B Y INDEPENDENT DIRECTORS:

22. A UDIT COMMITTEE: - {Section 177 (8)}

The Audit Committee had duly formed in line with the provisions of Section 177 (8) of the Companies
Act, 2013. The details of the Committee is available on the website of the Company at
https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;

1. Mr. Saurabh Agrawal - Chairman

2. Mr. Gaurav Agrawal - Member

3. Mrs. Ankit Jain - Member

Sr.

No.

Date of meeting

Total No. of Members on
the Date of Meeting

No. of
Members
attended

% of

Attendance

09/11/2022

100%

The Nomination and Remuneration committee had duly formed in line with the provisions of Section
178 of the Companies Act, 2013. The details of the Committee is available on the website of the
Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;

1. Mr. Gaurav Agrawal - Chairman

2. Mr. Saurabh Agrawal - Member

3. Mrs. Rukmani Jain - Member

Sr.

No.

Date of meeting

Total No. of Members on
the Date of Meeting

No. of
Members
attended

% of

Attendance

26/07/2022

100%

24. STAKEHOLDER RELATIONSHIP COMMITTEE: - {Section 178}

The Stakeholder Relationship Committee had duly formed in line with the provisions of Section 178
of the Companies Act, 2013. The details of the Committee is available on the website of the Company
at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;

1. Mr. Gaurav Agrawal - Chairman

2. Mr. Ankit Jain - Member

3. Mrs. Rukmani Jain - Member

Sr.

No.

Date of meeting

Total No. of Members on
the Date of Meeting

No. of
Members
attended

% of

Attendance

10/01/2023

100%

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS
OPERA TIONS IN FUTURE:

26. SHARES:

A. Issue Of Shares Or Other Convertible Securities:

During the year, Company has allotted 20,80,000 equity shares having nominal value of Rs. 10/- each
by way of public issue, the details of the same are as follows;

Particulars	Allotment
1. Date of allotment	12.12.2022
2. Method of allotment (IPO, QIP, FPO, ADRs, GDRs, rights issue, bonus issue, preferential issue, private placement, conversion of securities, etc.)	Initial Public Offering
3. Issue price per share	Rs.42/-
4. Conversion price	-
5. Number of shares allotted or to be allotted in case the right or	20,80,000 equity shares having
option is exercised by all the holders of such securities	nominal value of Rs. 10/- each at

	an issue price of Rs. 42/- each by way of public issue
6. Number of shares or securities allotted to the promoter group (including shares represented by depository receipts):
7. In case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a registered valuer:

B. Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

C. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

D. Bonus Shares

The Company has any Bonus Shares during the year under review

E. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

27. FORMAL ANNUAL EVALUATION:

performance of Non- Independent Directors, the Chairman and the Board was conducted by the
Independent Directors.

The performance evaluation of the respective Committees and that of Independent and NonÂ¬
Independent Directors was done by the Board excluding the Director being evaluated.

28. RELATED PARTY TRANSACTIONS:

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

30. RISK MANAGEMENT:

reported as a part of normal business practice. The Risk Management System is fully aligned with the
corporate and operational objectives. There is no element of risk which in the opinion of the Board may
threaten the existence of the Company.

31. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section
148 of the Companies Act, 2013, has been made and maintained by the Company.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

34. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investorâs
related information. The link of website is https://arhamtechnologies.co.in/

35. CORPORATE GOVERNANCE:

(b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to
the company. Hence, corporate governance report does not form a part of this Board Report, though we
are committed towards best corporate governance practices.

36. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company

37. GENERAL MEETING:

The Directors state that the applicable secretarial standard i.e. SS-2, relating to âGeneral Meetingâ,
has been duly followed by the Company

38. REPORTING OF FRA UD:

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

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the
Annual Return of the Company have been uploaded on the Company''s website
https://arhamtechnologies.co.in/investor-relation/ in E-Form MGT-7 for the financial year ended
March 31, 2023.

40. ACKNOWLEDGEMENT:

Your directors also wish to place on record their deep sense of appreciation for the committed service
of the Executives, staff and Workers of the Company.

For and on behalf of the Board of DirectorsManaging Director Director

^Date: 24.⁰⁸.²⁰²³ DIN 06381291 DIN 06381280

Place: Raipur

NAME Ro shan Jain NAME Ankit Jain

71 Nagar Nigam

71 Nagar Nigam Coloney,

Coloney Near

Near Deshbandhu Press

ADD: Deshbandhu Press ADD:

Raipur Chattisgarh India

Raipur Chattisgarh

492001

India 492001

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