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Directors Reports

Dear Members,

Your Directors have pleasure in presenting the 32nd Annual Report on the Businesses and Operations of the Company together with Audited Accounts for the financial year ended on March 31,2024.

1. Financial Summary Rs In Lakhs

Particulars 2023-24 2022-23 YoY Growth (%)
Revenue From Operations 53,515.59 54,411.22 (1.65%)
Other Income 199.15 248.34 (19.81%)
Total Income 53,714.74 54,659.56 (1.73%)
Total Expenses 52,742.95 53,561.41 (1.53%)
Profit / (Loss) Before Tax 971.79 1,098.15 (11.51%)
Provisions for Income Tax Including Deferred Tax (149.75) (66.47)
Profit / (Loss) After Tax 822.04 1,031.68 (20.32%)
Other Comprehensive Income 5.38 12.35 (56.44%)
Total Comprehensive Income for the Period 827.42 1,044.03 (20.75%)
Earnings Per Equity Share
Basic 0.52 0.65 -
Diluted 0.52 0.65 -
Proposed Dividend - - -
Transfer to General Reserves - - -
Profit Carried to Balance Sheet 822.04 1,031.68 -
Accumulated Balance of Profit 4,892.72 4,070.23 -

Financial Highlights and State of Company's Affairs

The revenue from operation for the financial year 2023-24 stands at Rs 53,515.59 Lakhs as compared to Rs 54,411.22Lakhs for previous financial year 2022-23. Total net profit for the financial year 2023-24 stood at '822Lakhs in compare to Rs 1,032 Lakhs for the previous financial year 2022-23.

2. Transfer to Reserve

The closing balance of the retained earnings of the Company for FY 2023-2024, after all appropriation and adjustments was Rs 4,892.72 Lakhs. The Board of Directors of the Company has not proposed any amount to be transferred to the General Reserve.

3. Dividend

In order to conserve the profits for future operations, the Board of Directors of the

Company has decided not to recommend any final dividend on equity shares for the financial year ended on March 31,2024.

4. Listing on Stock Exchanges

As on March 31,2024, the equity shares of the Company were listed on BSE Limited. The Company has paid theannual listing fees for the financial year ending on March 31,2024 within time.

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 31,2024, 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 2024-25.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 doesn't have any subsidiary, joint venture or associate Company. 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, 2024 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 Companyhas conducted the audit for financial year 2023-2024.

The Auditors' Report issued by M/s. Raman M. Jain & Co., for the financial year ended on March 31, 2024 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. Compliance with Secretarial Standards

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

12. 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 of your Company has re-appointed M/s. Kamlesh M. Shah & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditors to conduct an audit of secretarial records and compliances of the Company, for the financial year ended on March 31,2024.

The Secretarial Audit Report for the financial year ended on March 31,2024 is annexed herewith as Annexure - 4 and the same is unmodified i.e. does not contain any qualification, reservation, adverse remark or disclaimer.

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. 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 2023-24 and were also reappointed for financial year 2024-25.

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 theirapproval 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.

15. Share Capital

During the financial year under report, the Company has not issued any further share capital. The Issued Capital was 15,89,24,050 equity shares of face value of Rs 1 /each. Pursuant to approval of the members through Evoting at Extraordinary General Meetingheld on April 11, 2024,97,98,432 equity shares on a preferential basiswere allotted to JFE Shoji India Private Limited.

Post allotment of equity shares to JFE Shoji India Private Limited the Issued Capitalof the company stood at 16,87,483 equity shares of face value of Rs 1 /each. *

The detail of the caDital structure of the Comoanv is tabulated as below:

Event Date Authorised Share Capital Issued, Subscribed and Paid-up Share Capital
Particulars No. of Equity Shares Amount in Rs No. of Equity Shares Amount inRs
April 1, 2023 Share Capital at the Beginning ofthe Financial Year 31,50,00,000 31,50,00,000 15,89,24,050 15,89,24,050
Changes During the Year NA NA NA NA
March 31, 2024 Resultant Share Capital / Capital at the End of the Financial Year 31,50,00,000 31,50,00,000 15,89,24,050 15,89,24,050

*97,98,432 equity shares were allotted to JFE Shoji India Private Limited after 31 March, 2024. The date of Allotment of97,98,432 equity shares via preferential allotment was April 16,2024(lock-in till 30 November, 2024).As the shares were allotted after March 31,2024 (i. e. the event after balance sheet date) the impact of the same has not been given in the above tabular format.

16. Joint Venture/ Strategic Partnership during the year

During the financial year 2023-2024 Share Subscription Agreement ("SSA") and Shareholders' Agreement ("SHA") was executed amongst the Company, JFE Shoji India Private Limited (Allottee- not related to the Promoter/ Promoter Group), and Mr. Mahendra R. Shah, Mr. Jatin M. Shah, Mrs. Pushpaben Mahendra kumar Shah and Mrs. Rani Jatin Shah (collectively, the "Promoters") for issuance of 97,98,432 equity shares to JFE Shoji India Private Limited by way of a preferential allotment representing to 5.81% of the fully diluted paid-up capital of the Company of face value Rs1 each, at an issue price of Rs 53.58 per share (premium Rs 52.58) where the SSA has been entered into by the Parties for recording the terms and cond itions for issuance of equ ity shares of the Company and SHA set forth the terms and conditions governing their relationship as shareholders ofthe Company, their respective rights and obligations as equityshareholders of the Company and other matters incidental thereto.

17. 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:

(a) Mr. Mahendra R. Shah - Chairman &Wholetime Director

(b) Mr. Jatin M. Shah-Managing Director

(c) Mr. Pawan Kumar Lohiya - Chief Financial Officer1

(d) Ms. HetalKoradia - Company Secretary & Compliance Officer2

(e) Ms. SaloniGhanshyamHurkat- Company Secretary & Compliance Officer3

(f) Mr.TarunumarAcharya4 'Resigned w.e.f. June 19,2024

2 Resigned w.e.f May 30,2023

3 Appointed w.e.fAugust 24,2023

4 Appointed w.e.f. August 16,2024

There is a change in the composition of Board of Directors of the Company during the financial year ending on March 31,2024.

Chief Financial Officer

Mr. Pawan Lohiya, a member of Institute of Chartered Accountant (ICAI) resigned as Chief Financial Officer of the Company w.e.f. June 19, 2024 and The Board at their meeting held on August 03, 2024 appoints Mr. Tarun Acharya member of Institute of Chartered Accountant (ICAI), Chief Financial Officer was appointed for the said position w.e.f.August 16,2024.

Company Secretary

Ms. HetalKoradia, member of the Institute of Company Secretaries of India (ICSI) has resigned from the said post w.e.f May 30, 2023 and Ms. Saloni Ghanshyam Hurkat an Associate Members of Institute of Company Secretaries of India (ICSI) was appointed by the board at their meeting held on August 24,2023.

Appointment of Independent Director

Mr. Jitendra S. Shah (DIN:08781998) has stepped down from the position ofNon- Executive Independent Director of the Company, with effect from 25thNovember, 2023. Pursuant to Sections 149, 152 and other applicable provisions of the Act and Rules made thereunder,Mr. Tarachand Jain (DIN: 01248594) was appointed as Additional Director (Independent-Non Executive) w.e.f. November 25,2023 and was regularized by approval of shareholders on January 20, 2024for the term of five years effective November 25,2023 up to November 24, 2028 and his 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, Mrs. Pushpa M. Shah (DIN: 00182754) will retire by rotation at this annual general meeting and being eligible, she offers himself for reappointment. The Board recommends her 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-manaaerial-personnel-and- senior-emplovees-policy.pdf

18. Number of Meetings of Board of Directors

The Board of Directors met 9 times during the financial year ended on March 31, 2024. 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.

19. Audit Committee

The Audit Committee of the Company is constituted with Mr. Hardik ShantilaIHundia as Chairman and Mr. Mukesh Shankerlal Chowdhary, Mr. Mahendra R. Shah and Mr. Tarachand R. Jain as members of the committee. All the recommendations, if any, made by the Audit Committee were accepted by the Board of Directors during the period under report. More details on the Audit Committee have been provided in the corporate governance report.

20. 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 Mr. Hardik ShantilaIHundia 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-manaqerial-personnel-and-senior- employees-policy.pdf

More details on the committee have been provided in the corporate governance report.

21. 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. MukeshShankerlalChowdhary as Chairman and is further constituted with Mr. Mahendra R. Shah, Mrs. Pushpa M. Shah and Ms. SaloniHurkat as members of the committee.

More details on the committee have been provided in the corporate governance report.

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.

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- ofsexual -harassment-policv.pdf

During the financial year ended on March 31, 2024, 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.Your 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- disci os ures/discl os ure-of-related-pa rty- transactions-31 -03-2024-new1 .pdf

24. Establishment of Vigil Mechanism / Whistle Blower Policy for Directors and Employees

The Company promotes ethica I 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-policy.pdf

25. Loans, Guarantees or Investments under Section 186 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.

26. 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.

27. 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.

28. 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.

29. 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

30. 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-policy.pdf

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

31. 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, it has constituted a Corporate Social Responsibility Committee which comprises of:

Sr. No. Name of the Member Nature of Membership
1 Mr. Mahendra R. Shah Chairman
2 Mr. Mukesh Chowdhary Member
3 Mrs. Pushpa M. Shah Member

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-responsibilitv-policy.pdf

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, 2024, 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, 2024 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 for the year ended on March 31,2024 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 the basis of the written representations received from the Directors as on March 31,2024 and taken on record by the Board of Directors, none of Directors is disqualified as on March 31, 2024 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 Rs 1,79,412 related to financial year 2015-16 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, 2023 on its website at httDs://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 31,2023 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, Ahmedabad, for the financial year ended on March 31,2023 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 2023-2024.

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,
Behind Prestige Hotel, Billeshwarpura,
Chhatral, Gandhinagar-382729-Gujarat, India Mahendra R. Shah
CIN: L65990GJ1992PLC017460 (Chairman)
Tel. No.: +91 2764 232621 (DIN: 00182746)
Email: investors@arfin.co.in
Website: www.arfin.co.in Place: Chhatral
Date: August 03, 2024