Your Directors take pleasure in presenting the 33^rd Annual Report on the Businesses and Operations of the
Company together with Audited Accounts for the Financial Statements (Standalone & Consolidated) for the year
ended March 31,2025.

1. Financial Results

The Company’s performance during the financial year ended March 31, 2025 as compared to the
previous financial year ended March 31,2024 is summarized below:

(' In Lakhs)

Financial Highlights and State of
Company’s Affairs

During the year under review, your Company’s
Standalone revenue stood at ' 61,771.22 Lakhs
including other income of ' 195.84 Lakhs as
compared to total revenue of ' 53,714.74 Lakhs
including other income of ' 199.15 Lakhs during
the previous financial year ended March 31,2024.
The Net Profit stood at ' 915.09 Lakhs as compared
to the profit of the previous financial year ended
March 31,2024 amounting to ' 822.04 Lakhs.

Further on Consolidated basis, the total revenue
stood at ' 61,771.22 Lakhs including other income
of ' 195.84 Lakhs as compared to total revenue of '

53,714.74 Lakhs including other income of
' 199.15 Lakhs during the previous financial year
ended March 31, 2024. The Net Profit stood at
' 914.63 Lakhs as compared to the profit of the
previous financial year ended March 31, 2024
amounting to ' 822.04 Lakhs.

2. Transfer to Reserve

The closing balance of the retained earnings of the
Company for FY 2024-2025, after all appropriation
and adjustments was ' 5,667.43 Lakhs for the
Standalone and ' 5,666.97 for the Consolidated
Financial Statement. The Board of Directors of the
Company has not proposed any amount to be
transferred to the General Reserve.

3. Dividend

To strengthen the Company’s financial resilience
and support its long-term strategic objectives, the
Board of Directors has, after due consideration,
decided not to recommend any final dividend on
equity shares for the financial year ended March
31,2025.

This considered decision underscores the Board’s
commitment to retaining earnings to reinforce
internal accruals and bolster the Company’s
capital position. Such an approach ensures
enhanced financial agility to pursue future-oriented
investments, drive innovation, expand operational
capabilities, and capitalize on emerging growth
avenues. The Board remains confident that this
strategy will, in turn, deliver sustained and superior
value to shareholders over the long term through
disciplined reinvestment in value-accretive
opportunities aligned with the Company’s vision
for sustainable and scalable growth.

4. Listing on Stock Exchanges

As on March 31, 2025, the equity shares of the
Company were listed on BSE Limited. The
Company has paid the annual listing fees for the
financial year ending on March 31,2025 within the
prescribed timeline. Further, the Company got
listed on the National Stock Exchange of India
Limited (NSE) with effect from July 22, 2025.

5. Details in Respect of Adequacy of Internal
Financial Control with Reference to the
Financial Statements and Audit

The Company has designed and implemented
process driven framework for internal financial
controls within the meaning of explanation to
Section 134(5)(e) of the Act.

For the year ended on March 31,2025, the Board is
of the opinion that the Company has adequate
internal control systems commensurate with the
size, scale and complexity of its business
operations. The internal control systems comprising
of policies and procedures are designed to ensure

sound management of your Company's operations,
safe keeping of its assets, optimal utilization of
resources, reliability of its financial information and
compliances. The internal financial control operates
effectively and no material weakness exists. The
Company has a process in place to continuously
monitor the same and identify gaps, if any, and
implement new and / or improved internal controls
whenever the effect of such gaps would have a
material effect on the Company’s operations.

The Board of Directors at the recommendations of
the Audit Committee appointed Mr. Anant Patel,
Cost Accountant, as Internal Auditor of the
Company for the financial year 2025-2026. Other
details in respect of internal financial control and
their adequacy are included in the Management
Discussion and Analysis, which is a part of this
report.

6. Details of Subsidiary / Joint Venture /
Associate Companies

The Company has one Wholly owned Subsidiary
namely, M/s Arfin Titanium & Speciality Alloys
Limited (ATSAL) incorporated on 14th January,
2025 in Gujarat and the Company along with its
nominee(s) has fully subscribed 50,00,000 Equity
Shares of this subsidiary. The operations of ATSAL
have not started since its incorporation for
Financial year 2024-2025.

The Company does not have any Material
Subsidiary in terms of the provisions of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. However, a Policy on Material
Subsidiary has been formulated. There are no
Associate or Joint Venture Companies within the
meaning of Section 2(6) of the Companies Act, 2013.
The Group Companies to the Arfin India Limited
includes Krish Ferro Industries Private Limited.

7. Material Changes, Transactions and Commitment,
if any, affecting the Financial Position of the
Company

There are no material changes and commitments,
affecting the financial position of the Company

which has occurred between the closure of
financial year on March 31, 2025 to which the
financial statements relate and on the date of this
report.

8. Significant and Material Orders passed by
the Regulators or Courts

There have been no significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status and
Company’s operations. However, members'
attention is drawn to the statement on contingent
liabilities, commitments in the notes forming part of
the financial statements under note no. 35.

9. Deposits

During the financial year under report, your
Company has not accepted any deposits within
the meaning of Sections 73 and 74 of the
Companies Act, 2013, and the Companies
(Acceptance of Deposits) Rules, 2014, as
amended, nor did it have any amount of deposits
carried forward from the previous financial year.

10. Statutory Auditors

M/s. Raman M. Jain & Co., Chartered Accountants,
Ahmedabad (FRN: 113290W) who has been
appointed as Statutory Auditors of the Company to
hold the office for a term of five years from the
conclusion of the 30th Annual General Meeting
held on September 24, 2022 until the conclusion of
the 35th annual general meeting of the Company,
has conducted the audit for financial year 2024¬
2025.

The Auditors' Report issued by M/s. Raman M. Jain
& Co., for the financial year ended on March 31,
2025 forms part of this annual report and there is no
qualification, reservation, adverse remark or
disclaimer given by the Statutory Auditors in their
report.

11. Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies

(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors on
the recommendation of the Audit Committee had
appointed Kamlesh M. Shah & Co., Practicing
Company Secretaries, as Secretarial Auditors of
the Company to hold office for the first term of 5
consecutive years from FY 2025-26 to FY 2029¬
2030 upon such remuneration to be fixed by the
Board of Directors/ Chairman or MD of the
Company and reimbursement of out of pocket
expenses as may be determined by the Chairman
or MD in consultation with the said Auditors.

The necessary resolution seeking member’s
approval for appointment of Kamlesh M. Shah &
Co., Practicing Company Secretaries forms part of
AGM notice.

The Secretarial Audit Report (MR-3) for the financial
year ended on March 31,2025 is annexed herewith
as Annexure - 4 and the same is unmodified i.e.
does not contain any qualification, reservation,
adverse remark or disclaimer.

12. Cost Auditors

M/s. Ashish Bhavsar & Associates, Cost Accountant
(FRN: 000387) who were appointed as the Cost
Auditor has conducted Cost Audit of cost records
of the Company for the financial year 2024-25 and
were also reappointed for financial year 2025¬
2026.

M/s. Ashish Bhavsar & Associates, have confirmed
that their appointment is within the limits of Section
141(3)(g) of the Companies Act, 2013 and have
also certified that they are free from any
disqualifications specified under Section 141(3)
and proviso to Section 148(3) read with Section
141(4) of the Companies Act, 2013. The Audit
Committee has also received a certificate from
Cost Auditors certifying their independence and
arm’s length relationship with the Company.

As per the provisions of the Companies Act, 2013,
the remuneration payable to Cost Auditor is placed
before the members in a general meeting for

seeking their approval for the ratification of the
remuneration payable to M/s. Ashish Bhavsar &
Associates, Cost Auditor is included in the notice
convening the ensuing annual general meeting.

13. Reporting of Frauds by Auditors

During the year under report, neither the Statutory
Auditors nor the Secretarial Auditors have reported
to the Audit Committee, under Section 143(12) of
the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or
employees.

14. Share Capital

During the financial year under report, the
Company has issued 97,98,432 equity shares on a
preferential basis. The Issued Capital was
15,89,24,050 equity shares of face value of
' 1/each. Pursuant to approval of the members
through E-voting Post allotment of equity shares to
JFE Shoji India Private Limited, the Issued Capital
of the company stood at 16,87,22,482 equity
shares of face value of ' 1/each.

The detail of the capital structure of the Company is tabulated as below:

15. Joint Venture/ Strategic Partnership
during the year

The Company entered into a strategic partnership
with JFE, whereby JFE acquired a 5.81% equity
stake through the preferential allotment of
97,98,432 equity shares on April 16, 2024.
Alongside the investment agreement, Arfin and
JFE executed a Distributorship and Agency
Agreement (“D&A Agreement”), under which JFE
will serve as the exclusive agent and distributor for
select key products—specifically aluminium wire
rods and aluminium deox—for a period of 14
years, commencing April 1, 2024.

16. Directors & Key Managerial Personnel

I. Details of KMPs and Appointments

During the financial year under report,
followings have been designated as the key
managerial personnel of the Company
pursuant to Sections 2(51) and Section 203 of

the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

Appointed w.e.f. December 02, 2024
²Appointed w.e.f March 06, 2025

There is a change in the composition of Board of
Directors of the Company during the financial
year ending on March 31,2025.

Chief Financial Officer

Mr. Pawan Lohiya, a member of Institute of
Chartered Accountant of India (ICAI) resigned
as Chief Financial Officer of the Company w.e.f.
June 19, 2024 and Mr. Tarun Acharya, a
member of Institute of Chartered Accountant of
India (ICAI) resigned as Chief Financial Officer
of the Company w.e.f. November 30, 2024 and
the Board at their meeting held on November
30, 2024 appoints Mr. Shubham P Jain, member
of Institute of Chartered Accountant of India
(ICAI), as a Chief Financial Officer of the
Company w.e.f. December 02, 2024.

Company Secretary

Ms. Saloni Ghanshyam Hurkat, member of the
Institute of Company Secretaries of India (ICSI)
has resigned from the postion of Company
Secretary of the company w.e.f December 28,

2024 and Ms. Natanya Kasaudhan an Associate
Members of Institute of Company Secretaries of
India (ICSI) was appointed as the Company
Secretary of the company by the board at their
meeting held on March 06, 2025.

Appointment of Independent Director

Mr. Hardik S.Hundia (DIN:02022246), has stepped
down from the position of Non- Executive
Independent Director of the Company, with
effect from 27th January, 2025. Pursuant to
Sections 149, 152 and other applicable provisions
of the Act and Rules made thereunder, Mrs.
Ruchita Rahulkumar Nahata (DIN: 11020772)
was appointed as Additional Director
(Independent-Non Executive) w.e.f. April 10,

2025 and was regularized by approval of
shareholders on May 20, 2025 for the term of
five years effective April 10, 2025 up to April 10,
2030 and her office shall not be liable to retire by
rotation.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the
Act, all the Independent Directors have
submitted declarations under Section 149(7) of

the Companies Act, 2013 that each of them
meets the criteria of independence as provided
in Section 149(6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) and
Regulation 25 of the Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
There has been no change in the circumstances
affecting their status as Independent Directors
of the Company and the Board is satisfied of the
integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act
and applicable rules thereunder) of all
Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6
of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended,
Independent Directors of the Company have
included their names in the data bank of
Independent Directors maintained with the
Indian Institute of Corporate Affairs.

II. Retirement by Rotation

In accordance with the provisions of Section
152(6) of the Companies Act, 2013 and the
articles of association of the Company, Mr.
Mahendra R. Shah (DIN: 00182746) will retire by
rotation at 33^rd Annual General Meeting and
being eligible, he offers himself for re¬
appointment. The Board recommends his
appointment.

III. Evaluation of the Board's Performance

Pursuant to the provisions of the Companies
Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
the Board has carried out an annual evaluation
of its own performance and that of its
committees as well as performance of the
directors individually considering various
aspects of the board's functioning such as
adequacy of the composition of the Board and
its committee(s), board culture, experience &
competencies, execution and performance of

specific duties & obligations, governance etc.

Separate exercise was carried out to evaluate
the performance of each of the individual
directors including the board's chairman who
were evaluated on parameters such as
attendance, contribution at the meetings and
otherwise, independent judgments, safeguarding
of minority shareholders' interest etc.

The evaluation of the Independent Directors
was carried out by the entire board excluding
Independent Directors and that of the Chairman
and the performance evaluation of the Non¬
Independent Director and the board as a whole
was carried out by the Independent Directors.
The performance evaluation of the Executive
Chairman of the Company was also carried out
by the Independent Directors, taking into
account the views of the Managing Director and
other Non-Executive Director(s).

The Directors were satisfied with the evaluation
results, which reflected the overall engagement
of the board and its committees with the
Company. This may be considered as a
statement under provisions of Section
134(3)(p) of the Companies Act, 2013 and Rule
8(4) of the Companies (Accounts) Rules, 2014.
As at closure of the financial year, the board of
your Company is composed with proper
number of Executive and Non-Executive
Director(s).

IV. Remuneration Policy

The Company follows a Policy on Remuneration
of Directors and Senior Management
Employees. The policy has been approved by
the Nomination & Remuneration Committee
and the board. More details on the same have
been given in the corporate governance report.

The Policy on Remuneration of Directors, Key
Managerial Personnel and Senior Employees
can be accessed on website of the Company at

the following web link: https://arfin.co.in/pdf/
policies-disclosures/remuneration-of-directors-
kev-managerial-personnel-and-senior-
employees -policy.pdf.

17. Number of Meetings of Board of Directors

The Board of Directors met 9 times during the
financial year ended on March 31, 2025. The
details of the board meetings and the attendance
of the directors are provided in the corporate
governance report, which is a part of this report.

18. Audit Committee

The Audit Committee of the Company was initially
chaired by Mr. Hardik Shantilal Hundia. Following
his resignation effective from January 27, 2025, Mr.
Tarachand Roopchand Jain was appointed as the
new Chairman of the Committee. The Committee
comprises Mr. Mukesh Shankerlal Chowdhary, Mr.
Mahendra R. Shah, and Mrs. Ruchita Rahulkumar
Nahata as its members. All recommendations
made by the Audit Committee during the reporting
period were duly accepted by the Board of
Directors. Further details regarding the Audit
Committee are provided in the Corporate
Governance Report.

19. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of
the Company is constituted unanimously by the
Non-Executive Directors of the Company. Mr.
Mukesh Shankerlal Chowdhary holds position of
Chairman of the committee and Mrs. Ruchita
Rahulkumar Nahata and Mr. Tarachand R. Jain are
members of the committee.

The Policy, required to be formulated by the
Nomination and Remuneration Committee, under
Section 178(3) of the Companies Act, 2013 is
uploaded on the Company's website at the following
web link: https://arfin.co.in/pdf/policies-disclosures/
remuneration-of-directors-key-managerial-
personnel-and-senior-employees-policy-pdf.

More details on the committee have been provided

in the P.nrnnrate Pnvernanne Rennrt

20. Stakeholder Relationship Committee

In order to redress the grievances of stakeholders
timely and in efficient manner and as statutorily
required, the Company has formulated a
committee named Stakeholder Relationship
Committee which is headed by Mr. Mukesh
Shankerlal Choudhary as Chairman and is further
constituted with Mr. Mahendra R. Shah, Mrs.
Pushpa M. Shah and Ms. Natanya Kasaudhan as
members of the committee.

More details on the committee have been provided
in the Corporate Governance Report.

21. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the
Companies Act, 2013 including Rules framed
thereunder, during the financial year under report
the Company attracted the criteria for applicability
of corporate social responsibility. Accordingly, a
Corporate Social Responsibility (CSR) Committee
has been constituted, consisting of Mr. Mahendra
R. Shah as the Chairman, and Mr. Mukesh S.
Chowdhary and Mrs. Pushpa M. Shah as Members.

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 are set out in Annexure - 6
of this report in the format prescribed in the
Companies (CSR Policy) Rules, 2014. The Policy is
available on Company’s website of the Company
at the following web link : https://arfin.co.in/pdf/
policies-disclosures/corporate-social-responsibility-
policy.pdf.

22. Internal Complaints Committee (ICC)

The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of
the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding
sexual harassment. Mrs. Ruchita Rahulkumar
Nahata has been designated as the Presiding

Officer of the Committee, while Mrs. Vaibhavi
Danveer Singh, Mr. Amit Lahoti, and Ms. Pooja
Shah serve as its members.

All employees (permanent, contractual, temporary,
trainees) are covered under this policy. The policy
is gender neutral and provides the employees
safety against harassment, if any. The said policy
adopted by the Company for prevention of sexual
harassment at workplace is available on its website
at the following web link: https://arfin.co.in/pdf
/policies-disclosures/prevention-of-sexual-
harassment-policy.pdf.

During the financial year ended on March 31,2025,
the Company did not receive any complaint
pertaining to sexual harassment.

23. Related Party Transactions

All the Related Party Transactions, if any, are being
entered on arm's length basis, in ordinary course of
business and in compliance with the applicable
provisions of the Companies Act, 2013 and relevant
Regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Our
directors further confirm that there were no
materially significant Related Party Transactions
made by the Company with promoters, directors or
key managerial personnel etc. which may have
potential conflict with the interest of the Company at
large.

All the Related Party Transactions are presented to
the Audit Committee and to the board. Omnibus
approval has been obtained from Audit Committee,
Board of Directors and members of the Company
for the transactions with the related parties.

The policy on Related Party Transactions as
approved by the board has been uploaded on the
Company's website at the following web link:
https://arfin.co.in/pdf/policies-disclosures/other-
disclosures/disclosure-of-related-party-transactio
ns-31-03-2025-new1.pdf.

24. Establishment of Vigil Mechanism /

Whistle Blower Policy for Directors and
Employees

The Company promotes ethical behaviour in all its
business activities and has put in place a
mechanism wherein the employees are free to
report illegal or unethical behaviour, improper
practice, wrongful conduct taking place, actual or
suspected fraud or violation of the Company's
code of conduct or corporate governance policies
or any improper activity to the Chairman of the
Audit Committee of the Company or to the
Chairman of the board. The Whistle Blower Policy
has been duly communicated within the Company.

Under the Whistle Blower Policy, the confidentiality
of those reporting violation(s) is protected and they
are not subject to any discriminatory practices. No
personnel have been denied access to the Audit
Committee in this regard. The said Vigil
Mechanism / Whistle Blower Policy has been
uploaded on website of the Company and can be
accessed at the following web link: https://arfin.
co.in/pdf/policies-disclosures/vigil-mechanism-
policv.pdf.

25. Compliance with Secretarial Standards

The Company complies with all applicable mandatory
secretarial standard issued by the Institute of
Company Secretaries of India (ICSI).

26. Loans, Guarantees or Investments under
Section 186 of the Companies Act, 2013

The Company has granted a loan amounting to
' 3.05 lakhs to its wholly owned subsidiary, Arfin
Titanium & Speciality Alloys Limited, in compliance
with the provisions of Section 185 of the
Companies Act, 2013. The Company did not provide
any guarantee in respect of loans availed by any
other person, under the provisions of Section 186
of the Companies Act, 2013 and Rules framed
thereunder during the financial year under report.
Details of loans and investments covered under the
provisions of Section 186 are given in the notes
forming part of the financial statements which form
part of this annual report.

27. Managerial Remuneration

The Company follows a Policy on Remuneration of
Directors, KMP and Senior Management
Employees. The Company has paid remuneration
to the Executive as well as sitting fees to the Non¬
Executive Directors during the financial year under
report. More details on the managerial remuneration
have been given in the extract of annual return and
in the corporate governance report.

28. Management Discussion and Analysis
Report

A detailed analysis of the Company's performance
is made in the management discussion and
analysis report, which forms part of this annual
report.

29. Corporate Governance Report

The Company has a rich legacy of ethical
governance practices many of which were
implemented by the Company, even before they
were mandated by Law.

The Company is committed to transparency in all
its dealings and places high emphasis on business
ethics. A report on corporate governance as per
the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
forms part of this annual report.

30. Code of Conduct

The Board of Directors has laid down a Code of
Conduct (“Code”) for the board members,
managerial personnel and for senior management
employees of the Company. This Code has been
posted on the Company's website at
https://arfin.co.in/investors/code-of-conduct.

All the board members and senior management
personnel have affirmed compliance with this
code. A declaration signed by the Managing
Director to this effect forms part of the corporate
governance report.

The Board of Directors has also laid down a Code
of Conduct for the Independent Directors pursuant
to the provisions of Section 149(8) and Schedule IV
to the Companies Act, 2013 via terms and
conditions for appointment of Independent
Directors, which is a guide to the professional
conduct for Independent Directors and has been
uploaded on the website of the Company at the
following weblink : https://arfin.co.in/pdf/policies-
disclosures/terms-and-conditions-of-appointment
-of independent-directors.pdf.

31. Risk Management Policy

The Company has a well-defined risk management
framework in place, which provides an integrated
approach for identifying, assessing, mitigating,
monitoring and reporting of risks associated with
the business of the Company. The Company has
developed Risk Management Policy in accordance
with the provisions of the Act and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulation, 2015 (“SEBI Listing Regulations”). It
establishes various levels of accountability and
overview within the Company, while vesting
identified officials with responsibility for each
significant risk.

The board has delegated responsibility to the
Committee to monitor and review risk management,
assessment and minimization procedures and to
develop, implement and monitor the risk
management plan and identify, review and mitigate
all elements of risks which the Company may be
exposed to. The Audit Committee and the board
also periodically review the risk management
assessment and minimization procedures.

The board takes responsibility for the overall
process of risk management in the organization.
Through Enterprise Risk Management Programme,
business units and corporate functions address
opportunities and attend the risks with an
institutionalized approach aligned to the
Company’s objectives. This is facilitated by internal
audit.The business risk is managed through cross

functional involvement and communication across
businesses.

A Risk Management Policy adopted by the board in
this regard includes identification of elements of
risks which mainly covers strategic risk,
operational risk, financial risk and hazardous risks
which can be accessed from the website of the
Company at the following web link: https://arfin
.co.in/pdf/policies-disclosures/risk-management-
policv.pdf.

More details on the risk and concern factors have
been given in the management discussion and
analysis report.

32. Directors’ Responsibility Statement

In accordance with the provisions of Section
134(5) of the Companies Act, 2013, with respect to
the director's responsibility statement, it is hereby
stated:

a. that in the preparation of the annual financial
statements for the year ended on March 31,
2025, the applicable accounting standards have
been followed along with proper explanation
relating to material departures, if any;

b. that such accounting policies as mentioned in
notes to the financial statements have been
selected and applied consistently and
judgment and estimates have been made that
are reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as on March 31,2025 and of the profit
of the Company for the year ended on that date;

c. that proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d. that the annual financial statements both on
Standalone and Consolidated basis for the year
ended on March 31,2025 have been prepared

on a going concern basis;

e. that proper internal financial controls were in
place and that the financial controls were
adequate and were operating effectively; and

f. that the system to ensure the compliances with
the provisions of all applicable laws was in place
and were adequate and operating effectively.

33. Disclosure u/s 164(2) of the Companies Act,
2013

On On the basis of the written representations
received from the Directors as on March 31,2025
and taken on record by the Board of Directors,
none of Directors is disqualified as on March 31,
2025 from being appointed as a Director in terms of
Section 164(2) of the Companies Act, 2013 read
with Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

34. Transfer of Amount(s) and Shares to the
Investor Education and Protection Fund

Section 124 of the Companies Act, 2013 mandates
that companies shall transfer dividend(s) that
remain unpaid or unclaimed for a period of seven
years, from the unpaid dividend account to the
Investor Education and Protection Fund.

During the year, the Company has transferred the
unclaimed and un-encashed dividends of
' 1,21,960 related to financial year 2016-17 to IEPF
as per the requirements of the IEPF Rules

Information about unclaimed / unpaid dividends
and unclaimed shares to be transferred to IEPF is
provided in the notes to the Notice of AGM.

35. Conservation of Energy, Technology
Absorption and Foreign Exchange
Earnings and Outgo

The particulars as to conservation of energy,
technology absorption and foreign exchange
earnings and outgo required to be disclosed in
terms of Section 134 of the Companies Act, 2013
and Rule 8 of the Companies (Accounts) Rules,

2014 have been given separately as Annexure - 1.

36. Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of
the Companies Act, 2013, the Company has
placed a copy of the Annual Return as at March 31,
2025 on its website at https://arfin.co.in/investors
/annual-return. By virtue of amendment to Section
92(3) of the Companies Act, 2013, the Company is
not required to provide extract of Annual Return
(Form MGT-9) as part of the Board’s Report.

37. Form AOC-2

Form AOC - 2 pursuant to clause (h) of sub Section
(3) of Section 134 of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014
for disclosure of particulars of contracts /
arrangements, if any, entered into by the Company
with the related parties as referred in Section
188(1) of the Companies Act, 2013 for financial
year ended March 31,2025 is enclosed herewith as
Annexure - 2.

38. Particulars of Employees and Remuneration

As required by the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended
from time to time, the particulars are set out in
Annexure - 3.

39. Secretarial Audit Report

The Secretarial Audit Report given by Mr. Kamlesh
M. Shah, proprietor of M/s. Kamlesh M. Shah &
Co., Practicing Company Secretary, for the
financial year ended on March 31,2025 is enclosed
herewith as Annexure - 4.

40. Auditors Certificate on Corporate Governance

A certificate from Statutory Auditors of the
Company regarding compliance of conditions of
corporate governance as stipulated under the
provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is
annexed herewith as Annexure - 5.

41. Other Disclosures

1. There are no proceedings, either filed by Arfin or
filed against Arfin, pending under the
Insolvency and Bankruptcy Code, 2016 as
amended, before National Company Law
Tribunal or other courts during the financial year
2024-2025.

2. There was no instance of onetime settlement
with any Bank or Financial Institution.

42. Acknowledgments

Your Directors wish to convey their appreciation to

all the employees of the Company for their
enormous efforts as well as their collective
contribution, co-operation, active participation and
professionalism as all such things have collectively
made the Company’s growth possible.

The Directors would also like to thank the
Shareholders, Customers, Dealers, Suppliers,
Bankers, Government, Regulatory Authorities and
all other Business Associates for their continuous
support to the Company and their confidence in its
management. Finally, the Directors thank you all
for your continued trust and support.

Registered Office For and on Behalf of Board of Directors

Plot No.117, Ravi Industrial Estate, For Arfin India Limited

Behind Prestige Hotel, Billeshwarpura,

Chhatral, Gandhinagar-382729-Gujarat, India Mahendra R. Shah

CIN: L65990GJ1992PLC017460 (Chairman & Whole Time Director)

Tel. No.: 91 2764 232621 (DIN: 00182746)

Email: investors@arfin.co.in

Website: www.arfin.co.in Place: Chhatral

Date: August 04, 2025