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Company Information

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ARFIN INDIA LTD.

08 September 2026 | 12:00

Industry >> Aluminium - Sheets/Coils/Wires

Select Another Company

ISIN No INE784R01023 BSE Code / NSE Code 539151 / ARFIN Book Value (Rs.) 10.34 Face Value 1.00
Bookclosure 17/11/2025 52Week High 106 EPS 0.92 P/E 99.77
Market Cap. 1541.45 Cr. 52Week Low 36 P/BV / Div Yield (%) 8.84 / 0.07 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors take pleasure in presenting the 34th 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 31,2026.

1. Financial Results

The Company’s performance during the financial year ended March 31, 2026 as compared to the
previous financial year ended March 31,2025 is summarized below:

(' In Lakhs)

Particulars

Standalone

Consolidated

March 31,
2026

March 31,
2025

March 31,
2026

March 31,
2025

Revenue From Operations

62,489.58

61,575.38

61,799.18

61,575.38

Other Income

121.90

195.84

92.19

195.84

Total Income

62,611.48

61,771.22

61,891.37

61,771.22

Total Expenses

60,488.64

60,332.82

59,520.74

60,333.29

Profit / (Loss) Before Tax

2,122.84

1,438.40

2,370.63

1,437.93

Provisions for Income Tax Including Deferred Tax

763.13

523.30

825.50

523.30

Profit / (Loss) After Tax

1,359.71

915.10

1,545.13

914.63

Other Comprehensive Income

(2.64)

17.18

(2.65)

17.18

Total Comprehensive Income for the Period
Earnings Per Equity Share

1,357.06

932.28

1,542.48

931.81

Basic

0.81

0.54

0.92

0.54

Diluted

0.81

0.54

0.92

0.54

Transfer to General Reserves

-

-

-

-

Profit Carried to Balance Sheet

1,359.71

915.10

1,545.13

914.63

Accumulated Balance of Profit

6,841.55

5,667.43

7,026.51

5,666.97

Financial Highlights and State of
Company’s Affairs

During the year under review, your Company’s
Standalone revenue stood at ' 62,611.48 Lakhs
including other income of ' 121.90 Lakhs as
compared to total revenue of ' 61,771.22 Lakhs
including other income of ' 195.84 Lakhs during
the previous financial year ended March 31,2025.
The Net Profit stood at ' 1,359.71 Lakhs as
compared to the profit of the previous financial year
ended March 31, 2025 amounting to ' 915.10
Lakhs.

Further on Consolidated basis, the total revenue
stood at ' 61,891.37 Lakhs including other income

of ' 92.19 Lakhs as compared to total revenue of
' 61,771.22 Lakhs including other income of
' 195.84 Lakhs during the previous financial year
ended March 31, 2025. The Net Profit stood at
' 1,545.13 Lakhs as compared to the profit of the
previous financial year ended March 31, 2025
amounting to ' 914.63 Lakhs.

2. Transfer to Reserve

The closing balance of the retained earnings of the
Company for FY 2025-2026, after all appropriation
and adjustments was ' 6,841.55 Lakhs for the
Standalone and ' 7,026.51 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

The Board of Directors of the Company, at its
meeting held on November 11,2025, declared an
Interim Dividend for the financial year ended March
31,2026. The Interim Dividend was duly paid to the
eligible shareholders on November 20, 2025.

In view of the Interim Dividend already declared
and paid during the year, and after careful
evaluation of the Company's capital requirements,
growth opportunities, and long-term strategic
priorities, the Board has not recommended any
Final Dividend on equity shares for the financial
year ended March 31,2026.

The Board remains committed to maintaining a
prudent balance between rewarding shareholders
and retaining adequate resources to support future
growth initiatives. The decision to conserve a
portion of earnings reflects the Company's focus
on strengthening its financial position, funding
strategic investments, enhancing operational
capabilities, and pursuing emerging business
opportunities, including expansion into new
product segments. The Board believes that such
disciplined capital allocation will contribute to
sustainable value creation and deliver enhanced
long-term returns to shareholders.

4. Listing on Stock Exchanges

As on March 31, 2026, the equity shares of the
Company were listed on BSE Limited & National
Stock Exchange of India Limited. The Company
has paid the annual listing fees for the financial
year ending on March 31, 2026 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 31,2026, 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 2026-2027. 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. Its registered office is in Gujarat, India.
ATSAL is engaged, inter-alia, in the business of
manufacturing of Ferrous Metal and the Company
along with its nominee(s) has fully subscribed
8,00,00,000 Equity Shares of this subsidiary.
Pursuant to Section 129(3) of the Act, a statement
containing salient features of the Financial
Statements of the Subsidiaries Company in the
prescribed Form AOC-1 is set out in Annexure -1
to this report.

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, 2026 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, the 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 2025¬
2026.

The Auditors' Report issued by M/s. Raman M. Jain
& Co., for the financial year ended on March 31,
2026 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 Secretarial Audit Report (MR-3) for the
financial year ended on March 31,2026 is annexed
herewith as Annexure - 5 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 2025¬
25 and were also reappointed for financial year
2026-2027.

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 not issued any equity shares. 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:

Event

Date

Authorised
Share Capital

Issued, Subscribed and
Paid-up Share Capital

Particulars

No. of
Equity
Shares

Amount

in '

No. of
Equity
Shares

Amount

in '

April
1,2025

Share Capital at the Beginning of
the Financial Year

31,50,00,000

31,50,00,000

16,87,22,482

16,87,22,482

Changes During the Year

NA

NA

NA

NA

March
31,2026

Resultant Share Capital / Capital
at the End of the Financial Year

31,50,00,000

31,50,00,000

16,87,22,482

16,87,22,482

15. Joint Venture/ Strategic Partnership
during the year

The company has not entered into any Joint
Venture/ Strategic Partnership during the year.
However, 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:

Sr.

No.

Name of the
Member

Nature of
Membership

a

Mr. Mahendra
R. Shah

Chairman & Wholetime
Director

b

Mr. Jatin M.
Shah

Managing Director

c

Mr. Shubham
P. Jain

Chief Financial
Officer

d

Ms. Natanya
Kasaudhan

Company Secretary
& Compliance Officer

There is a change in the composition of Board of
Directors of the Company during the financial
year ending on March 31,2026.

Chief Financial Officer

The Board at their meeting held on November
30, 2024 appoints Mr. Shubham P Jain,
member of Institute of Chartered Accountant of
India (ICAI), Chief Financial Officer was
appointed for the said position w.e.f. December
02, 2024.

Company Secretary

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 06 March, 2025.

Appointment of Independent Director

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
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. Jatin
M. Shah (DIN: 00182683), will retire by rotation
at 34th 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://www.arfin.co.
in/pdf/policies-disclosures/remuneration-of-
directors-key-managerial-personnel-and-
senior-emplovees-policv.pdf

17. Number of Meetings of Board of Directors

The Board of Directors met 7 times during the
financial year ended on March 31, 2026. 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 chaired
by Mr. Tarachand Roopchand Jain with effect from
January 27, 2025. 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 Corporate Governance Report.

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 Chowdhary 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 - 7 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-
policv.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. Pushpa M.
Shah, Mr. Manoj Marathe, and Mrs. 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
https://www.arfin.co.
in/pdf/policies-disclosures/prevention-of-sexual-
harassment-policy-new.pdf
.

During the financial year ended on March 31,2026,
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-transactions-
31-03-2026-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-mechanis
mpolicy.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 not granted any loan 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/vigil-mechani
smpolicv.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,
2026, 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 31,2026 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 31,2026 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 31,2026 and taken
on record by the Board of Directors, none of
Directors is disqualified as on March 31,2026 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
' 2,13,130 related to financial year 2017-18 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.

Dividends due for transfer to IEPF

Details of dividends that are due for transfer to IEPF for the next 7 (seven) years on their respective due
dates, are mentioned below:

Financial

Rate (%)

Dividend

Date of

Last date

Due date

year Ended

per share (?)

declaration

for claiming

for transfer

31.03.2026
(Interim Dividend)

11

0.11

11/11/2025

11/12/2032

11/01/2033

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 - 2.

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,
2026 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 31,2026 is enclosed herewith as
Annexure - 3.

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 - 4.

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 31,2026 is enclosed
herewith as Annexure - 5.

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 - 6.

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
2025-2026.

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 . n iA„ ,

Tel. No.: 91 2764 232621 (Cha,rman & Wrole T,me Director)

Email: investors@arfin.co.in (DIN: 00182746)

Website: www.arfin.co.in

Place: Chhatral
Date: August 11,2026