Arfin India Ltd

1Appointed 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.

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.

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 byrdrotation at 33 Annual General Meeting and being eligible, he offers himself for reappointment. 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-key-managerial-personnel-and-senior-employees -policy.pdf.

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.

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.

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 Corporate Governance Report.

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.

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.

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.

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-policy.pdf.

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

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.