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You can view full text of the latest Director's Report for the company.

ISIN: INE0L2Y01011INDUSTRY: Consumer Electronics

NSE   ` 139.00   Open: 140.90   Today's Range 138.00
143.90
+1.35 (+ 0.97 %) Prev Close: 137.65 52 Week Range 70.80
161.00
Year End :2026-03 

Your directors have pleasure in presenting their 13th Annual Report and the

Company's Audited Financial Statements for the financial year ended on 31st March, 2026.

1. FINANCIAL RESULTS OF THE COMPANY:

The Company's financial performance for the year ended 31st March 2026 is summarized below:

(Amount in Rs. Lakhs)

Standalone

Consolidated

Particulars

Year Ended

Year Ended

Year Ended

Year Ended

31.03.2026

31.03.2025

31.03.2026

31.03.2025

Revenue From Operation

10224.96

6,515.75

11856.61

6,989.35

Other Income

2.75

19.71

2.75

19.71

Total Income

10,227.71

6,535.46

11,859.36

7,009.06

Profit Before Interest and Depreciation

1,322.75

1,125.91

1,905.97

1,288.64

Less: Finance Cost

233.73

227.38

233.73

227.38

Less: Depreciation

93.93

109.29

94.67

110.20

Profit Before Exceptional Item and Tax

995.09

789.24

1,577.57

951.08

Exceptional Item

-

-

-

-

Profit Before Tax

995.09

789.24

1577.57

951.08

Less: Provision for Tax

Current Tax

258.47

212.59

358.45

242.37

Current tax expense relating to prior years

-

-

-

-

Deferred Tax Assets/Liability

(1.33)

(18.79)

(1.35)

(18.83)

Net Profit After Tax

737.95

595.44

1220.47

727.54

Transfer to General Reserve

737.95

595.44

1220.47

727.54

Surplus carried to Balance Sheet

737.95

595.44

1220.47

727.54

Earnings per equity share:

Basic

Diluted

4.19

4.15

3.52

3.52

6.94

6.87

4.30

4.30

Proposed Dividend on Equity Shares

-

-

-

-

Tax on proposed Dividend

-

-

-

-

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'. YourCompany also manufacture Fans, BLDC Smart Fans, Air Coolers, Washing Machines 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 OPERATION:

During the year under review, the Company continued to demonstrate resilient performance and maintained a satisfactory growth trajectory despite prevailing market conditions. The Company's sustained focus on operational excellence, prudent financial management, and business development initiatives contributed positively to its overall financial performance.

On a standalone basis, the Company recorded a Gross Revenue of INR 10,224.96 Lakhs during the financial year. The Gross Profit before Interest, Depreciation and Tax (EBIDT) stood at INR 1,322.75 Lakhs, while the Net Profit after Tax amounted to INR 737.95 Lakhs.

On a consolidated basis, the Group achieved a Gross Revenue of INR 11,856.61 Lakhs. The Gross Profit before Interest, Depreciation and Tax (EBIDT) was INR 1,905.97 Lakhs, and the Net Profit after Tax stood at INR 1,220.47 Lakhs.

The financial performance during the year reflects the Company's strong operational capabilities, disciplined cost management, and continued emphasis on improving efficiencies across its business operations. The growth in revenue and profitability at both standalone and consolidated levels underscores the effectiveness of the Company's strategic initiatives and its ability to capitalize on emerging opportunities.

The Board and Management remain committed to strengthening the Company's market position, driving sustainable growth, and creating long-term value for all stakeholders. Going forward, the Company will continue to focus on operational efficiency, innovation, customer-centricity, and prudent financial management to enhance profitability and shareholder returns.

FUTURE OUTLOOK

The Board of Directors is pleased to share its outlook on the future direction of your Company as we enter an important phase of growth, expansion, and brand transformation.

Arham Technologies Limited has built a strong foundation over the years through manufacturing strength, product diversification, channel relationships, and a deep understanding of the Indian consumer market. As the consumer electronics and home appliances industry continues to expand, we believe your Company is well-positioned to capture emerging opportunities across product categories and geographies.

Our brand, *Starshine*, is at the centre of this growth journey. Starshine has always stood for dependable quality, practical innovation, affordability, and trust. Going forward, our focus is to strengthen Starshine into a powerful national brand that connects with the aspirations of Indian households. We are moving ahead with a clear objective - to make Starshine one of India's most trusted and preferred consumer electronics brands.

The Indian consumer electronics market presents a significant opportunity. While established national and multinational brands continue to serve the premium and urban segments, there remains a visible gap in the market for a brand that combines quality, technology, affordability, service support, and manufacturing reliability in a manner that truly serves the needs of Bharat as well as India. We believe Starshine is uniquely poised to fill this gap.

Our strategy is built around this opportunity. With a growing product portfolio covering Smart Televisions, Fans, Washing Machines, Air Coolers, Mixer Grinders and other consumer appliances, Starshine is steadily becoming a multi-category consumer electronics brand. The Company is focused on deeper market penetration, stronger distribution, enhanced product visibility, improved after-sales support, and continued investment in manufacturing capabilities.

A major step in strengthening the Starshine brand identity is the proposed association with renowned actor *Mr. Vicky Kaushal*. His personality reflects confidence, credibility, energy, and mass appeal - values that align strongly with the direction in which we are taking Starshine. We believe this association will significantly enhance brand recall, improve consumer confidence, strengthen our positioning in the market, and support our journey toward wider national acceptance.

Brand building is not only about visibility; it is about trust. Through this initiative, we aim to create a stronger emotional connection with customers, dealers, distributors, and channel partners. A stronger brand presence will support our expansion into new markets, improve dealer confidence, and help us compete more effectively across India.

The Board firmly believes that Starshine has the potential to become a leading Pan-India consumer electronics brand. Our ambition is bold - to build Starshine into India's number one consumer electronics brand in the segments we operate in. This vision will be pursued through consistent execution, product quality, manufacturing excellence, market expansion, and responsible brand investment.

As we move forward, your Company will continue to focus on sustainable growth, operational discipline, innovation, and long-term value creation. We are confident that with the right strategy, committed leadership, growing market acceptance, and the continued support of all stakeholders, Arham Technologies Limited is entering a promising new chapter.

The Board expresses its sincere gratitude to all shareholders for their trust and confidence. Together, we are building not just a company, but a brand with the potential to shine across India.

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 19th January, 2024 named "Arham Corporate Private Limited". Accordingly, the company has prepared consolidated financial statements of the Company and its subsidiaries for FY 2025-26 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 Auditor's Report thereon form part of this Annual Report.

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 support@arhamtechnologies.co.in/ cs@arhamtechnologies.co.in upto the date of the AGM and the same would also be available on the Company's 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 31st March, 2026.

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

The company has transferred INR 737.95 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.

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 19th January, 2024 named "Arham Corporate Private Limited”.

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.

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 31st March 2026, 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.

21.05.2025

6

6

100%

2.

20.06.2025

6

6

100%

3.

26.08.2025

6

6

100%

4.

07.11.2025

6

6

100%

5.

14.11.2025

6

6

100%

6.

07.02.2026

6

6

100%

7.

11.02.2026

6

6

100%

11. AUDITOR'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 Badhan & Co., Chartered Accountants Nagpur (FRN: 004008C) were appointed as Statutory Auditors of the Company at AGM held on 25th September, 2025 and they shall be holding their office till the conclusion of AGM relevant to Financial Year 2029-30.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments

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 2025-26. 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-II.

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.

13. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED 31.03.2026.

The Directors and KMP as on 31st March 2026 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

10/08/2022

Note: The Company has received a resignation letter dated 12th June, 2026 from Ms. Rukmani Jain (DIN: 06381287), tendering her resignation from the office of Non-Executive Women Director of the Company with effect from the close of business hours on 15th June, 2026. The Board has taken note of said resignation on record at its meeting held on 15th June, 2026 and Appoint Mrs. Divya Jain (DIN: 11754251) as Non-Executive Women Independent Director of the Company with effect from 16th June, 2026.

14. 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

Remuneration

12.75 Lakhs

12.75 Lakhs

12.75 Lakhs

Total

12.75 Lakhs

12.75 Lakhs

12.75 Lakhs

B. Remuneration of Key Managerial

Name

Pooja Avinash Gandhewar

Designation

Company Secretary cum Compliance officer

Salary

2.64 Lakhs

15. 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-III forming part of this report.

16. 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.

17. LOANS, GUARANTEES AND INVESTMENTS: -

During the year the details of loan given and Investment made by company are as under:

Sr.

No.

Name of the Company

Nature of Transaction

Amount in Lakhs as on 31st March, 2026.

1.

M/s. Arham Corporate Private Limited

Unsecured Loan

10.45/-

2.

M/s. Arham Corporate Private Limited

Investment

9.50/-

18. DEPOSITS:

The Company has not accepted/ renewed any deposits for the year ended 31st March, 2026.

19. 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 IV".

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

The 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 2025-26.

21. 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 V 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.

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

22. DIRECTORS' RESPONSIBILITY STATEMENT:

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 31st March, 2026, 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 31st March, 2026 and ofthe 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.

23. 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.

24. 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. Mr. Ankit Jain - Member

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

Sr.

Total No. of Members on

No. of

% of

No.

Date of meeting

the Date of Meeting

Members attended

Attendance

1.

21/05/2025

3

3

100%

2.

26/08/2025

3

3

100%

3.

14/11/2025

3

3

100%

4.

10/02/2026

3

3

100%

25. 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 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

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

Note: Consequent to the resignation of Mrs. Rukmani Jain from the Board, and the appointment of Mrs. Divya Jain as a Women Independent Director of the Company, the Board of Directors, in its meeting held on 15th June, 2026, approved the reconstitution of the Nomination and Remuneration Committee (NRC).

Accordingly, Mrs. Divya Jain has been appointed as a member of NRC with effect from 16th June, 2026.

Sr.

No.

Date of meeting

Total No. of Members on the Date of Meeting

No. of

Members attended

% of

Attendance

1.

11/09/2025

3

3

100%

2.

13/09/2025

3

3

100%

3.

24/09/2025

3

3

100%

26. 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.

Total No. of Members on

No. of

% of

No.

Date of meeting

the Date of Meeting

Members attended

Attendance

1.

21/05/2025

3

3

100%

Note: Consequent to the resignation of Mrs. Rukmani Jain from the Board, and the appointment of Mrs. Divya Jain as a Women Independent Director, the Board of Directors, in its meeting held on 15th June, 2026, approved the reconstitution of the Stakeholder Relationship Committee (SRC).

Accordingly, Mrs. Divya Jain has been appointed as a member of SRC with effect from 16th June, 2026

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS 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.

28. SHARES:

A. Authorized Capital:

During the financial year, there has been no change in the Authorized Capital of the Company. TheCompany has only one class of equity shares and the authorized share capital of the Company as on March 31, 2026, was INR 25,00,00,000 divided into 2,50,00,000 equity shares of INR 10 each.

B. Issued, Paid-up and Subscribed Capital:

During the financial year under review, the Company allotted 48,92,000 (Forty-Eight Lakh Ninety-Two Thousand) fully paid-up equity shares on a preferential basis in accordance with the provisions of the Companies Act, 2013 and applicable rules made thereunder, as well as the relevant provisions of the Securities and Exchange Board of India (SEBI) Regulations, wherever applicable.

The Paid-up share capital of the company as on 31st March 2026, was INR 21,81,20,000 divided into 21812000 equity shares of INR 10 each.

C. Issue and allotment of convertible warrants:

Pursuant to the applicable provisions of the Companies Act 2013, SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board of Directors at its meeting held on August 26, 2025 and the Shareholders at the Annual General Meeting held on September 25, 2025 had approved the issuance of up to 1715795 (Seventeen Lakh Fifteen Thousand Seven Hundred and Ninety-Five) Convertible Equity Warrants at a Price of INR. 88.88/- per Warrant (including premium of INR. 78.88/- per warrant), aggregating to INR. 15,24,99,860.00/- (Rupees Fifteen Crores Twenty-Four Lakhs Ninety-Nine Thousand Eight Hundred and Sixty Only) by way of preferential issue to the Promoters and non-promoters of the Company as mentioned in the table below. The Company had received the in-principle approval from NSE in this regard.

Sr.

No.

Name of Allottee

Category

No. of

Members attended

% of

Attendance

1.

Mr. Ankit Jain

Promoter

675067

1,49,99,989.00

2.

Mr. Anekant Jain

Promoter

675067

1,49,99,989.00

3.

M/s. Bennett, Coleman & Co. Limited (BCCL)

Non-Promoter

365661

81,24,988.00

TOTAL

1715795

3,81,24,966.00

The Company has received upfront consideration of 25% of the issue proceeds and the Board had accordingly approved the allotment of Share warrants on Preferential basis to the Allotees on November 07, 2025. Pursuant to which the company issued and allotted 1715795 (Seventeen Lakh Fifteen Thousand Seven Hundred and Ninety-Five) Convertible Equity Warrants at a Price of INR. 88.88/- per Warrant (including premium of INR. 78.88/-per warrant), aggregating to INR. 15,24,99,860.00/- (Rupees Fifteen Crores Twenty-Four Lakhs Ninety-Nine Thousand Eight Hundred and Sixty Only) by way of preferential issue to the Promoters and non-promoters of the Company, as mentioned in the table above.

D. Buy Back of Securities

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

E. Sweat Equity

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

F. Bonus Shares

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

G. Employees Stock Option Plan (ESOP)

Presently, the Company has the ATL Employee Stock Plan 2024, and there has been no material change in the subsisting ESOP Scheme during the financial year.

During the Financial Year 2025-26, the Company granted 25,000 stock options under the ATL Employee Stock Plan 2024 to eligible employees. Out of the total options granted, 3,000 stock options were granted to Ms. Kalpana Patel, who resigned from the services of the Company with effect from 14 March 2026. Consequently, the said 3,000 unvested stock options stood lapsed/forfeited in accordance with the terms of the ATL Employee Stock Plan 2024. No stock options vested or were exercised during the year, and accordingly, no equity shares were allotted pursuant to the exercise of stock options.

The disclosures required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided in Annexure VI, which forms an integral part of this Annual Report.

29. 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, 2026. 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.

30. 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-VII.

31. 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.

32. 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.

33. MAINTENANCE OF COST RECORDS:

Maintenance of cost record as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the company as its products fall under table B of ICMAI regulation. Also, the previous year turnover is less than 100 crores and sales proceeds from manufacturing of one single product is less than 35 crores.

34. 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.

35. 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-VIII.

36. 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/

37. 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.

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

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

39. 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:

AGM /EGM

Day, Date, Time and Venue

Annual General Meeting

Thursday, 25th September, 2025 at 12:30 P.M. at Plot No. 15, Electronic Manufacturing Cluster, Sector 22, Village Tuta, Atal Nagar, Nava Raipur Chhattisgarh, 492015 India.

Extra Ordinary General Meeting

Wednesday, 10th December, 2025 at 12.30 P.M. at Plot No. 15, Electronic Manufacturing Cluster, Sector 22, Village Tuta, Atal Nagar, Nava Raipur, Chhattisgarh, 492015 India

40. REPORTING OF FRAUD:

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

41. 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 31,2026.

42. 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 postE 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.

43. 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.

44. 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.

45. 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 31,2026 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 software's 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.

46. 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.

47. 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.

48. 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.