Board Report

To

The Members of

ARHAM TECHNOLOGIES LIMITED
(Erstwhile “Arham Technologies Private Limited”)

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

1. FINANCIAL RESULTS OF THE COMPANY:

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

2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK:
STATE OF COMPANY’S AFFAIRS:

Arham Technologies Limited is engaged in manufacturing of LED Smart Televisions, with different
screen sizes under our brand ‘STARSHINE’. Your Company also manufacture Fans, Air Coolers and
Mixer Grinders through third party manufacturers under our brand ‘ STARSHINE’. 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 Company’s 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 Company’s 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 “D2C” 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:

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, 2023.

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.

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:

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.

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 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: -

11. A UDITOR ’S REPORT:

There are no qualifications or observation or adverse remarks in the Auditors’ 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. 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:

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

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

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

A. Remuneration Of Directors

B. Remuneration Of Key Managerial Personnel

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-II 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 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:

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 “ANNEXURE III”.

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.

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 ’ RESPONSIBILITY STA TEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to
Directors’ 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;

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. DECLARA TION B Y 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 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

23. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB¬
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 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

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

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
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 company’s operations 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;

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:

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, 2023. 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 Non¬
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.

28. 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-IV.

29. 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.

30. 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.

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

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.

33. 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 Management’s discussion and analysis report is
annexed in Annexure-V.

34. WEBSITE:

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

35. 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.

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 ‘General Meeting’,
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:

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 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 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