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Arvind Port & Infra Ltd			Industry : Shipping


BSE Code:	65195	NSE Symbol:	ARVINDPORT	P/E(TTM):	11.93

ISIN Demat:	INE0P4T01013	Div & Yield %:	0	EPS(TTM):	4.15

Book Value(Rs):	44.9755352	Market Cap ( Cr.):	84.47	Face Value(Rs):	10

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Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Accounting Standards (“AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below:

(? in Lakh)

Particulars	Standalone		Consolidated
	202425	202324	202425
Revenue From Operations	1788.48	1415.12	2,412.76
Other Income	1.31	0.18	2.06
Total Income	1789.79	1415.30	2,414.82
Less: Total Expenses before Depreciation, Finance Cost and T ax	426.49	308.12	409.75
Profit before Depreciation, Finance Cost and Tax	1363.30	1107.18	2,005.07
Less: Depreciation and Amortisation Expense	366.64	259.30	524.06
Less: Finance Cost	64.95	137.04	139.97
Profit Before Exceptional & ExtraOrdinary Item & Tax	931.72	710.84	1,341.04
Add: Exceptional Items
Profit Before ExtraOrdinary Item & Tax	931.72	710.84	1,341.04
Less: Current Tax	144.44	130.18	214.75
Less: Deferred tax Liability (Asset)	78.57	54.10	111.28
Profit after Tax	708.70	526.56	1,015.00

Note: During the financial year 2023·24, the Company did. not have any subsidiaries. Accordingly, the consolidated financial statements for the previous year have not been presented for comparison.

Performance Highlights

Financial Performance on Standalone Basis

The total income of your Company for the year ended March 31, 2025 was ?1789.79 Lakh as against the total income of ?1415.30 Lakh for the previous year ended March 31, 2024. The Total Income of your company was increased by 26.46% over previous year. The major increase in total income of your Company is due to increase in the sales (revenue) of Company. The Revenue from Operations has increased about 26.38% as compared to previous Financial Year 202324.

Further, during the financial year 202425, the total expenses have increased to ?858.08 Lakh from ?704.46 Lakh in the previous financial year 202324. The Net Profit after Tax for the financial year 202425, stood at ?708.70 Lakh in comparison to ?526.56 Lakh in previous year 202324. The net profit of your Company increased about 34.59% as compared to previous financial year, the major increase in profit is due to increase in total income of your company.

Financial Performance on Consolidated Basis

The Consolidated Financial Statements presented by your Company include the financial result of Arcadia Logistics Limited (formerly known as Bedi Shipping Limited), the Subsidiary Company. During the year under review, the Consolidated total income of your Company was ? 2,414.82 Lakh, The Consolidated Revenue from Operation of your Company was ? 2,412.76 Lakh and your Company has earned a Consolidated Net Profit after Tax of ? 1,015.00 Lakh for the year ended March 31, 2025.

Dividend and Reserves

Dividend

With a view to conserve and save the resources for future prospects of your Company, the Directors have not declared any dividend for the financial year 202425.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed/ unpaid for a period of 7 (seven) years and/ or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Transfer to General Reserve

During the year, your Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

Company Overview

Your Company was originally incorporated as Arvind and Company Shipping Agencies Private Limited, under the Companies Act, 1956, and the Certificate of Incorporation was issued by the Registrar of Companies, Gujarat on September 1, 1987.

Pursuant to a resolution passed by the shareholders at the ExtraOrdinary General Meeting held on March 27, 2023, the Company was converted into a public limited company, and a fresh Certificate of Incorporation reflecting the change of name as Arvind and Company Shipping Agencies Limited was issued on April 10, 2023.

Subsequently, with a view to enhancing growth opportunities and accessing capital market your company with the approval of the shareholders and in consultation with the Lead Manager, undertook its Initial Public Offer (IPO) and filed the Prospectus with the Registrar of Companies, Ahmedabad. The IPO was successfully concluded and the equity shares of the Company were listed on the Emerge Platform of the National Stock Exchange of India Limited (NSE) on October 25, 2023.

Further, to more appropriately reflect the Company's business activities, the name of your Company was changed to Arvind Port and Infra Limited, following shareholders' approval at the Extra Ordinary General Meeting held on October 8, 2024. The Registrar of Companies, Ahmedabad issuing a new Certificate of Incorporation on November 8, 2024.

Your Company is currently engaged in two core business verticals:

a) Shipping and Related Services

b) Hotel Business

Change in Nature of Business

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

During the year under review, the following changes were made in the Authorized Share Capital of the Company:

The Authorized Share Capital of the Company was increased from ?12,50,00,000/ (Rupees Twelve Crores Fifty Lakhs Only) divided into 1,25,00,000 (One Crore TwentyFive Lakhs Only) equity shares of ?10/ (Rupees Ten Only) each, to ?22,00,00,000 (Rupees TwentyTwo Crores Only) divided into 2,20,00,000 (Two Crore Twenty lakh Only) equity shares of ?10/ (Rupees Ten Only) each, via an Ordinary Resolution passed by the shareholders of the Company in Extra Ordinary General Meeting held on October 08, 2024.

The Authorized Share Capital of your Company as on March 31, 2025, is ?22,00,00,000 (Rupees TwentyTwo Crores

Only) divided into 2,20,00,000 (Two Crore Twenty Lakh Only) equity shares of ?10/ (Rupees Ten Only) each.

Issued, Subscribed & Paidup Capital

During the year under review, the following changes were made in the Issued, Subscribed & Paidup Share Capital of

the Company:

Pursuant to the Preferential issue, the Board of Directors, approved issuance of 49,27,500 equity shares in their meeting held on Friday, September 13, 2024 and Subsequent to the approval accorded by shareholders by way of Special Resolution passed at the Extra Ordinary General Meeting held on Tuesday, October 08, 2024, the Board of Directors, in their meeting held on October 21, 2024, allotted 49,27,500 (FortyNine Lakh TwentySeven Thousand Five Hundred Only) equity shares of face value of ?10/ (Rupees Ten Only) each at an issue price of ?69.00 per equity shares (including premium of ?59.00/ per equity Shares) aggregating to ?33,99,97,500/ (Thirtythree Crore Ninetynine Lacs ninetyseven thousand five hundred only) for cash consideration.

Pursuant to the issuance of Fully Convertible Equity Warrants on a preferential basis, the Board of Directors, in their meeting held on Friday, September 13, 2024, approved the issuance of 39,75,000 (ThirtyNine Lakh Seventy Five Thousand only) Fully Convertible Equity Warrants (“Warrants”), each convertible into one fully paidup equity share of face value ?10/ (Rupees Ten only) at a price of ?69.00 per Warrant (including the Warrant Subscription Price and Warrant Exercise Price), payable in cash (“Warrant Issue Price”). Subsequently, the shareholders approved the issuance by way of a Special Resolution passed at the ExtraOrdinary General Meeting held on Tuesday, October 08, 2024. In accordance with the said approval, the Company allotted 39,75,000 Warrants on October 21, 2024, for an aggregate consideration of up to ?27,42,75,000/ (Rupees TwentySeven Crore FortyTwo Lakh SeventyFive Thousand only), upon receipt of 25% of the Issue Price from the allottees (i.e., ?17.25 per Warrant, being 25% of ?69.00 per Warrant), aggregating to ?6,85,68,750/ (Rupees Six Crore EightyFive Lakh SixtyEight Thousand Seven Hundred Fifty only).

Further during the financial year under review, the Company received a written notice from Mr. Arvindbhai Kantilal Shah and M/s. Infinity Interiors Private Limited for the conversion of 7,33,000 warrants into equity shares, out of the 3345000 warrants allotted to them earlier. Against this, the Company received 75% of the issue price (?51.75/ per warrant, being 75% of ? 69/ per warrant), amounting to ? 3,79,32,750/ (Rupees Three Crore SeventyNine Lakh ThirtyTwo Thousand Seven Hundred Fifty Only).

Accordingly, the Board of Directors, at its meeting held on March 15, 2025, approved the allotment of 7,33,000 equity shares of ?10 each upon conversion of the corresponding number of warrants. The details of the allotment are as follows:

Sr. Name of the No. Warrant Holders	Category	Total no. of warrants held	No. of warrants applied for conversion	No. of Equity Shares allotted	Amount received being 75% of the issue price per warrant	No. of warrant s pending for conversion
1. Arvindbhai Kantilal Shah	Promoter	14,70,000	5,39,000	5,39,000	2,78,93,250	9,31,000
2. Infinity Interiors Private Limited	Non Promoter/ Public	18,75,000	1,94,000	1,94,000	1,00,39,500	16,81,000
Total		33,45,000	7,33,000	7,33,000	3,79,32,750	26,12,000

The Issued, Subscribed & Paidup Share Capital of your Company as on March 31, 2025, is ?17,79,83,000/ (Rupees Seventeen Crore SeventyNine Lakh EightyThree Thousand only) divided into 1,77,98,300 (One Crore SeventySeven Lakh NinetyEight Thousand Three Hundred) Equity Shares of ? 10/ (Rupees Ten Only) each.

Utilization of Funds

Utilization of Funds Raised Through Preferential Issue of Equity Shares

The Company raised ^33,99,97,500 (Rupees ThirtyThree Crore NinetyNine Lakh NinetySeven Thousand Five Hundred Only) through Preferential Issue of 49,27,500 Equity Shares of face value of ?10/ each, for cash, at a price of ?69/ Per Equity Share (including a share premium of ?59 per Equity Share) on preferential basis to Non Promoters/Public approved by board of directors in their board meeting held on October 21, 2024.

The gross proceeds from the Preferential Issue have been allocated and utilized as detailed below:

Further, there is no deviation/variation in the utilization of the gross proceeds raised through Preferential Issue. Utilization of Funds Raised Through Preferential Issue of Fully Convertible Warrants

The Company raised ?6,85,68,750 (Rupees Six Crore EightyFive Lakh SixtyEight Thousand Seven Hundred Fifty Only) through Preferential Issue of 39,75,000 Fully Convertible Warrants into equal number of Equity Shares of ?10/ each of the Company at an issue price of ?69/ per warrant (including premium of ?59/ per warrant) on preferential basis to Promoters & NonPromoter, approved by board of directors in their board meeting held on October 21, 2024. This amount represents 25% of the issue price (?17.25 per warrant), based on a total issue price of ?69 per warrant.

The gross proceeds from the Preferential Issue of Fully Convertible Warrants have been allocated and utilized as detailed below:

(? in Crores)

Original Object	Original Allocation	Funds Utilized till March 31, 2025
The proceeds of the Preferential Issue were utilized for repayment of borrowings of the Company, meeting future funding requirements, Purchase of barges, working capital, acquisition of Subsidiary/associate/joint venture and other general corporate purposes of the Company.	? 6.86	? 6.86

Original Object	Original Allocation	Funds Utilized till March 31, 2025
The proceeds of the Preferential Issue were utilized for repayment of borrowings of the Company, meeting future funding requirements, Purchase of barges, working capital, acquisition of Subsidiary/associate/joint venture and other general corporate purposes of the Company	?33.99	? 33.99

Further, there is no deviation/variation in the utilization of the gross proceeds raised through Preferential Issue of Fully Convertible Warrants.

Utilization of Funds Raised Through Preferential Issue of Equity Shares Upon Conversion of Fully Convertible Warrants

The Company raised ? 3,79,32,750 (Rupees Three Crore SeventyNine Lakh ThirtyTwo Thousand Seven Hundred Fifty Only) through the conversion of 7,33,000 warrants convertible into equity shares under a Preferential Issue by board of directors in their board meeting held on March 15, 2025. This amount represents 75% of the issue price (?51.75 per warrant), based on a total issue price of ?69 per warrant.

The gross proceeds from the Preferential Issue of Equity Shares Upon Conversion of Fully Convertible Warrants have been allocated and utilized as detailed below:

(? in Crores)

Original Object	Original Allocation	Funds Utilized till March 31, 2025	Funds Unutilized till March 31, 2025
The proceeds of the Preferential Issue were utilized for repayment of borrowings of the Company, meeting future funding requirements, Purchase of barges, working capital, acquisition of Subsidiary/associate/joint venture and other general corporate purposes of the Company.	? 3.7932	? 3.7857	? 0.0075

Further, there is no deviation/variation in the utilization of the gross proceeds raised through Preferential Issue of Upon Conversion of Fully Convertible Warrants.

Directors and Key Managerial Personnel

Constitution of Board

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum Designation	Date of Appointment at current Term & designation	Total Director Ships in other co.²	No. of Committee¹		No. of
Name of Director	Category Cum Designation	Date of Appointment at current Term & designation	Total Director Ships in other co.²	in which Director is Members	in which Director is Chairman	Shares held as on March 31, 2025
Mr. Arvind Kantilal Shah	Chairman Cum Managing Director	April 05, 2023	8	1		66,97,200
Mr. Vinit Arvind Shah	Whole time Director	April 05, 2023	5			11,26,500
Mr. Piyush Chimanlal Vora	Non Executive Director	March 25, 2023	6	2	1
Mrs. Parul Arvind Shah	Non Executive Director	March 27, 2023				4,50,600
Mr. Vijay Shamjibhai Dattani	Non Executive Independent Director	May 05, 2023		1
Mr. Vipulchandra Sureshchandra Acharya	Non Executive Independent Director	May 05, 2023	2	6	2

‘Committee includes Audit Committee and Shareholders' Relationship Committee across all Public Companies including our Company.
^{2 excluding Section 8 Company, struck off Company, Amalgamated
Company and LLPs}

The composition of Board is in compliance with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a WholeTime Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Information on Directorate

During the financial year under review, there were no changes in the composition of the Board of Directors of your Company. The Board structure remained unchanged, and all Directors continued to hold their respective roles and responsibilities throughout the year, except as detailed below:

a) Retirement by rotation and subsequent reappointment:

Mr. Piyush Chimanlal Vora (DIN: 00296074), NonExecutive Director of the Company, being the longestserving director, is liable to retire by rotation at the ensuing Annual General Meeting pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), and being eligible have offered himself for reappointment.

The appropriate business for his reappointment is being placed before the shareholders of the Company for their approval at the ensuing Annual General Meeting. A brief resume of the Director and other relevant details have been provided in the Notice convening the said meeting.

Key Managerial Personnel

As on the date of this Report, the following individuals are designated as Key Managerial Personnel (“KMPs”) of the Company in accordance with Sections 2(51) and 203 of the Companies Act, 2013:

Mr. Arvindbhai Kantilal Shah · Chairman cum Managing Director of the Company w.e.f. April 05, 2023.

Mr. Vinit Arvind Shah · Whole time Director of the Company w.e.f. April 05, 2023.

Mr. Hardik Kateshiya· Chief Executive Officer of the Company w.e.f. March 25, 2023.

Mr. Hardik Maheshbhai Chavda· Chief Financial Officer of the Company w.e.f. March 25, 2023.

Ms. Ayushi Aditya Deora· Company Secretary & Compliance Officer of the Company w.e.f. June 18, 2025.

During the financial year under review, there were no changes took place in KMPs of your Company. However, changes took place after the closure of the financial year and up to the date of this Report, as furnished below:

Ms. Richie Dhrumil Vandra, Company Secretary and Compliance Officer, resigned with effect from June 05, 2025.

Ms. Ayushi Aditya Deora was appointed as the Company Secretary and Compliance Officer with effect from June 18, 2025, in her place.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has 2 (Two) NonPromoter NonExecutive Independent Directors in line with the Act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

A separate meeting of Independent Directors was held on March 15, 2025 to review the performance of NonIndependent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at:

/ / arvindportinfra.com/policies/Terms%20and%20Conditions%20for%20appointment%20of%20Independent%20Direc tor.pdf

Board Meetings

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 10 (Ten) times as on May 20, 2024, May 24, 2024, August 09, 2024, September 13, 2024, October 21, 2024, November 12, 2024, November 14, 2024, December 04, 2024, March 12, 2025, March 15, 2025.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Date of Original Appointment	Date of Appointment at current Term	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Arvind Kantilal Shah	September 01, 1987	April 05, 2023		10	10
Mr. Vinit Arvind Shah	November 01, 2020	April 05, 2023		10	10
Mr. Piyush Chimanlal Vora	April 01, 1998	March 25, 2023		10	10
Mrs. Parul Arvind Shah	March 25, 2023	March 27, 2023		10	9
Mr. Vijay Shamjibhai Dattani	April 28, 2023	May 05, 2023		10	10
Mr. Vipulchandra Sureshchandra Acharya	April 28, 2023	May 05, 2023		10	10

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

General Meetings

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No. Type of General Meeting	Date of General Meeting
1. Annual General Meeting	September 10, 2024
2. Extra Ordinary General Meeting	October 08, 2024

Change in Registered Office

During the financial year under review, there was no change in the Registered Office of your Company. It continues to be located at: 701 to 702, Fifth Floor, City Point, Nr. Town Hall, Jamnagar ·Kalavad361001, Gujarat, India.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning

etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparednesson the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of nonindependent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,

confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care 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) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Committees of Board

The Board of Directors, in line with the requirement of the Act, has formed various committees, details of which are given hereunder.

A. Audit Committee

Your Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meetings are held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 5 (Five) times on May 24, 2024, August 09, 2024, September 13, 2024, November 14, 2024 and March 12, 2025

The composition & attendance of the Audit Committee are as given below:

Nam of Committee Members	DIN	Category	Designation	AN='2' > Number of meetings during the financial year 202425
Nam of Committee Members	DIN	Category	Designation	Eligible to attend	Attended
Mr. Vipulchandra Sureshchandra Acharya	07628071	NonExecutive Independent Director	Chairperson	5	5
Mr. Piyush Chimanlal Vora	00296074	NonExecutive Director	Member	5	5
Mr. Vijay Shamjibhai Dattani	06913999	NonExecutive Independent Director	Member	5	5

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism

Your Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of your Company

https://arvindportinfra.com/policies/Vigil%20Mechanisam%20(Whistle%20Blower)%20Policy.pdf

B. Stakeholder's Relationship Committee

Your Company has constituted Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders'/ Investors' Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Nonreceipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholder's Relationship Committee met 4 (Four) times on May 24, 2024, August 09, 2024, November 14, 2024 and March 12, 2025.

The composition & attendance of the Stakeholder's Relationship Committee is as given below:

Name of Committee Members	DIN	Category	Designation	Number of meetings during the financial year 202425
Name of Committee Members				Eligible to Attend	Attended
Mr. Piyush Chimanlal Vora	00296074	NonExecutive Director	Chairperson	4	4
Mr. Vipulchandra Sureshchandra Acharya	07628071	NonExecutive Independent Director	Member	4	4
Mr. Arvind Kantilal Shah	00094647	Chairman cum Managing Director	Member	4	4

Also, during the year, All the complaints received from stakeholders are resolved. Therefore, there are no pending complaints as on March 31, 2025.

The Company Secretary of the company acts as secretary for the Committees & was present in meetings of Stakeholder's Grievance & Relationship Committee held during the year.

C. NOMINATION AND REMUNERATION COMMITTEE:

Your Company has formed Nomination and Remuneration Committee in line with the provisions Section 178 of the Companies Act, 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal and to evaluate the performance of Directors.

During the year under review, Nomination and Remuneration Committee meetings met 2 (Two) times on August 09, 2024 and March 15, 2025.

The composition & attendance of the Nomination and Remuneration Committee is as given below:

Name of Committee	DIN	Category	Designation	Number of meetings during the financial year 202425
Members	DIN	Category	Designation	Eligible to attend	Attended
Mr. Vipulchandra Sureshchandra Acharya	07628071	NonExecutive Independent Director	Chairperson	2	2
Mr. Vijay Shamjibhai Dattani	06913999	NonExecutive Independent Director	Member	2	2
Mrs. Parul Arvind Shah	00346068	NonExecutive Director	Member	2	2

Nomination And Remuneration Policy

Nomination and Remuneration Policy in your Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. Your Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of your Company https://arvindportinfra.com/policies/Nomination%20and%20Remuneration%20Policy.pdf

Remuneration of Director

The details of remuneration paid during the financial year under review to directors of your Company is provided in Form MGT7 available at website of your Company, i.e. https://arvindportinfra.com/annual returns.html

Particular of Employees

The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure A.

Further, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Information on Subsidiary, Associate and Joint Venture Companies

During the year under review, the following entity was acquired by your Company:

Sr. No. Name of Company	Category
1. Arcadia Logistics Limited (formerly known as Bedi Shipping Limited)	Subsidiary”

” During the year, your Company acquired 75% of the paidup equity share capital of Arcadia Logistics Limited through a rights issue on December 3, 2024

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiary in Form AOC1, which is annexed as Annexure · B to this Report.

During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of your Company and its subsidiary in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, Your Company does not have any Associate Companies and Joint Ventures as on March 31, 2025.

The annual financial statements and related detailed information about the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company at https://arvindportinfra.com/results of subsidiary company.html.

Material Subsidiaries

As per the materiality criteria defined under Regulation 16 of the SEBI Listing Regulations, Arcadia Logistics Limited (formerly Bedi Shipping Limited) qualifies as a Material Subsidiary of your Company based on the audited financials for the financial year ended March 31, 2025.

The minutes of Board meetings of the subsidiary, along with details of significant transactions and arrangements entered into by it, are regularly shared with the Board of Directors of your Company on a quarterly basis. The financial statements of the subsidiary are also presented annually to the Audit Committee of the Company. Disclosures related to loans and advances in the nature of loans made to the subsidiary, as required under Regulation 34 of the SEBI Listing Regulations, are provided in the Notes to the Standalone Financial Statements.

Your Company has adopted a Policy on Determining Material Subsidiaries, in accordance with Regulation 16 of the SEBI Listing Regulations, and the same is available on the Company's website at https://arvindportinfra.com/policies.html

Transactions With Related Parties

All Related Party Transactions entered into by your Company during the financial year were in the Ordinary Course of Business and carried out on an Arm's Length Basis, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

During the year under review, certain material related party transactions (i.e., transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements) were undertaken with Promoters, Directors, Key Managerial Personnel (KMPs), and other related parties. While these transactions were conducted in compliance with statutory requirements, they may potentially be considered as having a conflict of interest with the Company at large. Accordingly, the disclosure of such transactions, as required under Section 134(3)(h) of the Companies Act, 2013, is provided in Form AOC2, which forms part of this Report and is annexed as Annexure · C.

Your Company has a robust internal framework for monitoring and approving related party transactions. A mechanism is in place to obtain prior omnibus approval from the Audit Committee for recurring transactions that are routine in nature and are foreseen. All such transactions entered under omnibus approval are placed before the Audit Committee and the Board of Directors on a quarterly basis for review and noting.

The details of related party transactions for the Financial Year 2024·25 are disclosed in the notes to the standalone and consolidated financial statements, which form an integral part of this Annual Report

The Company's Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Company's website and can be accessed at https://arvindportinfra.com/policies.html

Material Changes and Commitment

During the year under review, your Company acquired 75.21% of the paidup equity share capital of Arcadia Logistics Limited (formerly known as Bedi Shipping Limited), a group entity of the Company. The acquisition was made by way of subscription to 29,99,640 equity shares of ?10 each at an issue price of ?51 per share (including a premium of ?41), aggregating to ^15,29,81,640. This investment was made pursuant to a rights issue approved and allotted by the Board of Directors of Arcadia Logistics Limited at their meeting held on December 3, 2024. As a result, Arcadia Logistics Limited became a subsidiary of the Company with effect from the said date.

Further, the Board of Directors, at their meeting held on September 13, 2024, considered and approved the proposal to change the name of the Company to appropriately reflect its business activities. The proposed name change was subsequently approved by the shareholders through a Special Resolution passed at the Extraordinary General Meeting held on October 8, 2024. Pursuant to the change, the Registrar of Companies, Ahmedabad, issued a fresh Certificate of Incorporation on November 8, 2024, reflecting the new name·Arvind Port and Infra Limited. Following the approval of the National Stock Exchange of India Limited (NSE), the name and trading symbol of the Company were changed to Arvind Port and Infra Limited and ARVINDPORT, respectively, with effect from December 9, 2024.

Apart from the aforementioned, there were no other material changes or commitments affecting the financial position of the Company during the financial year under review or till the date of this Report.

Particulars of Loans, Guarantees, Investments & Security

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Public Deposit

Your company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India (RBI) & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website on https://arvindportinfra.com/annual returns.html

Sexual Harassment of Women at Workplace:

In line with its commitment to fostering a safe, respectful, and inclusive work environment, your Company has institutionalized the AntiSexual Harassment Initiative (ASHI) framework to address and prevent incidents of sexual harassment across all its workplaces. Your Company maintains a strict policy of zero tolerance towards any form of harassment and ensures that all complaints are handled with utmost sensitivity, discretion, and fairness.

Your Company has adopted a Prevention of Sexual Harassment Policy, which upholds the principles of gender neutrality and confidentiality. An Internal Complaints Committee (ICC) has been duly constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to address complaints, if any, in a timely and effective manner.

a) number of complaints of sexual harassment received in the year	NIL
b) number of complaints disposed off during the year	NA
c) number of cases pending for more than ninety days	NA

The Policy on Prevention of Sexual Harassment as approved by the Board of Directors is available on the Company's website at https://arvindportinfra.com/policies/Anti%20Sexual%20Harassment%20Policy.pdf

Compliance to the Provisions Relating to the Maternity Benefits Act, 1961

Your Company is in compliance with the provisions of the Maternity Benefit Act, 1961. However, no maternity benefits were claimed by any employee during the financial year under review.

Risk Management

A welldefined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The primary objective of this mechanism is to proactively minimize the adverse effects of potential risks through timely identification and mitigation measures. The framework operates on the principles of assessing the probability of occurrence and the impact of each risk. A structured process is followed to periodically identify, evaluate, monitor, and manage both business and nonbusiness risks, ensuring informed decisionmaking and sustainable operations.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended has been provided in Annexure·D to this Report.

Details of Difference Between Amount of the Valuation Done at the Time of One Time Settlement and the Valuation Done While Taking Loan from the Banks or Financial Institutions Along with the Reasons Thereof

There were no such instances of onetime settlement or differing valuations during the year under review.

Compliance with the Provisions of Secretarial Standard 1 and Secretarial Standard 2

The Company has established appropriate systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and confirms that these systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

Internal Financial Control Systems and Their Adequacy

Though certain business risks are inevitable, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company has instituted adequate internal control mechanisms across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources

In addition to these internal control procedures, the Company has implemented a structured internal audit system independently reviewing and reinforcing these control measures, this internal audit is conducted by a reputed firm of Chartered Accountants and is based on an annual internal audit plan, reviewed in consultation with the statutory auditors and the Audit Committee.

M/s. Sarvesh Gohil & Associates, Chartered Accountants (FRN: 156550W), the statutory auditors of the Company, have audited the financial statements included in this annual report and has issued a report annexed as an Annexure B to the

Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The Audit Committee reviews reports submitted by management, internal auditors, and statutory auditors. Suggestions for improvements are duly considered, and the Committee monitors corrective actions. The Audit Committee also meets the statutory auditors to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors periodically informed on major observations.

Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2025, our internal financial controls were adequate and operating effectively.

Corporate Governance

Integrity and transparency are core to our corporate governance practices, ensuring continued trust of our stakeholders. Corporate governance at our Company aims at maximizing shareholder value in a legal, ethical, and sustainable manner. Our Board discharges its fiduciary duties in the broadest sense, and our disclosures aim to reflect global best practices in corporate governance.

As our Company is listed on the EMERGE Platform of the National Stock Exchange of India Limited (NSE), and pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions under Regulations 17 to 27, clauses (b) to (i) of subregulation (2) of Regulation 46, and Para C, D, and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Board's Report. However, the Company remains committed to upholding high standards of corporate governance.

Corporate Social Responsibility (CSR)

In accordance with Section 135(1) of the Companies Act, 2013, the net profit of the Company as on March 31, 2025, exceeded ?5.00 crore. However, as per Section 135(9) of the Act, where the expenditure under subsection (5) is less than ?50.00 lakh, the functions of the CSR Committee are discharged by the Board of Directors. Accordingly, the Company is not required to constitute a separate CSR Committee. The Board has approved the CSR Policy, which is available on the Company's website at:

https://arvindportinfra.com/policies/Corporate%20Social%20Responsibility%20Policy.pdf

For the financial year 2024·25, the Company's CSR obligation amounted to ?8,92,000/, being 2% of the average net profit of the preceding three financial years. Against this, the Company contributed ?18,59,400/ towards activities specified under Schedule VII of the Act, primarily for the purpose of promoting education among children. Further, The Chief Financial Officer of the Company has also certified that CSR spends of the Company for financial year 202425 have been utilized for the purpose and in the manner as approved by the Board of the Company.

The CSR initiatives and activities undertaken during the year are aligned with the requirements of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy Statement and the Annual Report on CSR activities for the year ended March 31, 2025, are provided in Annexure·E to this Report.

Management Discussion and Analysis Report

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure F.

Statutory Auditor and Their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Sarvesh Gohil & Associates, Chartered Accountant, Jamnagar (FRN: 156550W), were appointed as Statutory Auditors of your Company in the 34^th Annual General Meeting held on November 30, 2021 to hold office till the conclusion of the 39^thAnnual General Meeting (AGM) of the company.

The Notes to the financial statements referred in the Auditors Report are selfexplanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

The Auditors' Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Internal Auditor

Pursuant to Section 138 of Companies Act 2013, the Board of Directors of the Company, in their Board Meeting held on Wednesday, March 12, 2025, the company appointed M/s. P. R. Nakum & Associates, Chartered Accountants (FRN: 0147034W), as Internal Auditor of the Company for the Financial Year 202425.

Reporting of Fraud

The Statutory Auditors of the Company have not reported any instance of fraud by the Company or on the Company by its officers or employees under Section 143(12) of the Companies Act, 2013 during the year under review.

Maintenance of Cost Record

The provisions relating to the maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 are not applicable to your Company, as it does not fall within the prescribed class of companies. Accordingly, your Company is not required to maintain such cost records for the financial year under review.

Significant/Material Orders Passed by the Regulators

No significant or material orders have been passed by any regulators, courts, tribunals, statutory or quasijudicial authorities during the year, which could impact the going concern status of the Company or its future operations. The details of ongoing litigations, if any, pertaining to taxation and other matters are disclosed in the Auditors' Report and the Financial Statements, which form an integral part of this Annual Report.

Corporate Insolvency Resolution Process Initiated Under the Insolvency and Bankruptcy Code, 2016

During the period under review, no application has been made nor has any proceeding been initiated against your Company under the Insolvency and Bankruptcy Code, 2016.

Secretarial Auditor and Their Report

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, Ahmedabad, as the Secretarial Auditor of the company for the financial year 202425. The Secretarial Audit Report is annexed herewith as AnnexureG to this Report.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Sr. Compliance Requirement No. (Regulations/ Circulars / Guidelines Including Specific Clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary		Reply by Management
1. Disclosure under Regulation 30 read with Part A of Schedule III of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFDPoD 1/P/CIR/2023/123 dated July 13, 2023, SEBI Circular no. SEBI/HO/CFD/PoD2/CIR/ P/0155 dated November 11, 2024 and SEBI Circular No.	Delayed disclosure under Regulation 30 regarding Agreements which are binding and not in normal course of business, revision(s)	It was noted that the Company entered into an agreement on June 27, 2024, for the purchase of a Crane Pontoon Barge (Registration No. JMR0005/Jamnagar) registered with the Mercantile Marine Department, Jamnagar, which was not in the ordinary course of business. The disclosure under Regulation 30 was		The delay was due to inadvertent oversight and lack of awareness of the specified SEBI Circular requirement. The Company has since strengthened its internal compliance processes, imparted regulatory training to the compliance team, and implemented checks to
SEBI/HO/CFD/CFD PoD2/CIR/P/2024/185 dated December 31. 2024.			made to the stock exchange on June 28. 2024. As per the timelines prescribed under the applicable SEBI circulars. such disclosures are required to be made within 12 hours of the occurrence of the event. Since the disclosure was made beyond the stipulated timeline. it resulted in a delay in compliance.	ensure timely disclosures in the future.
2. Section 135 of the Companies Act. 2013 read with the Companies (Corporate Social Responsibility Policy) Rules. 2014.	Failure to undertake CSR Expenditure for the FY 202324		During FY 202324. the Company had a CSR obligation of ?4.23,115.71. As per the disclosures made in the Annual Report for FY 202324. the Company had committed to transfer the said amount to the specified funds under Schedule VII of the Companies Act. 2013. within the extended timeline prescribed under Section 135(6). i.e.. by September 30. 2024. However. it was observed that the Company failed to transfer the said amount within the stipulated timeline. resulting in noncompliance with the provisions of Section 135.	The Company could not transfer the unspent CSR obligation of FY 202324 within the prescribed timeline due to operational constraints and business contingencies. Nevertheless. the Company has undertaken CSR expenditure during the year and contributed excess amounts in FY 202425. thereby offsetting the earlier shortfall. The Board reiterates its continued commitment to CSR obligations and confirms that stricter monitoring mechanisms have been instituted to ensure full compliance going forward.

Website

Your Company maintains a fully functional website at https://arvindportinfra.com. designed to provide stakeholders with easy access to all relevant and updated information about the Company. The website includes a comprehensive repository of disclosures and documents. such as financial results. shareholding pattern. details of the Board and its committees. corporate policies and codes. business activities. and other updates related to the Company.

All mandatory disclosures required under the Companies Act. 2013. the Companies (Accounts) Rules. 2014. and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. as well as several nonmandatory but investorrelevant details. have been appropriately placed on the website for public access.

Prevention of Insider Trading

Your Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the SEBI (Prohibition of Insider Trading) Regulations. 2015. The Code aims to regulate. monitor. and report trading in the Company's securities by Directors and designated persons.

The Code mandates preclearance for trades in the Company's securities and prohibits dealing in Company shares by designated persons while in possession of unpublished price sensitive information or during the closure of the trading window. The Board of Directors is responsible for overseeing the implementation and enforcement of this Code.

Industrial Relations

During the financial year under review, the industrial relations at all offices and operational locations of your Company remained cordial and harmonious.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing regulations, to the extent the transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

Appreciations & Acknowledgement

Your directors place on records their sincere appreciation for the dedication, commitment, and efforts of employees across all levels, which contributed significantly to the Company's performance during the year under review.

The Board also acknowledges the continued support and cooperation received from suppliers, customers, distributors, business associates, and other stakeholders. Your Company views them as partners in growth and strives to maintain enduring and mutually beneficial relationships.

Your directors further extend their gratitude to all Shareholders, Clients, Vendors, Banks, Government Authorities, Regulatory Bodies, and Stock Exchanges for their continued trust and support.

Registered office: For and on behalf of Board of Directors

701 To 702, City Point, 5th Floor, Arvind Port and Infra Limited

Opp. Town Hall, Jamnagar 361001, CIN: L61200GJ1987PLC009944

Gujarat

Sd/ Sd/

Arvindbhai Kantilal Shah Vinit Arvind Shah

Place: Jamnagar Chairman cum Managing Director Whole time Director

Date: August 18, 2025 DIN: 00094647 DIN: 00094898

ARVIND PORT AND INFRA LIMITED ANNUAL REPORT 202425