Your directors are delighted to present the 38^th Annual Report along with
the Audited Financial Statements of Arvind Port and Infra Limited ("the
Company"), for the Financial Year ended on March 31, 2025 (“FY 2024-25/
FY 2025”).

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:

Note: During the financial year 2023—24, the Company aid 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 2023¬
24.

Further, during the financial year 2024-25, the total expenses have increased to ?858.08 Lakh from ?704.46 Lakh in
the previous financial year 2023-24. The Net Profit after Tax for the financial year 2024-25, stood at ?708.70 Lakh in
comparison to ?526.56 Lakh in previous year 2023-24. 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 2024-25.

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 Extra-Ordinary 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.

Change in Share Capital

Authorized Share Capital

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 Twenty-Five Lakhs Only) equity shares of ?10/- (Rupees Ten
Only) each, to ?22,00,00,000 (Rupees Twenty-Two 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 Twenty-Two Crores

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

Issued, Subscribed & Paid-up Capital

During the year under review, the following changes were made in the Issued, Subscribed & Paid-up 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 (Forty-Nine Lakh Twenty-Seven
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/- (Thirty-three
Crore Ninety-nine Lacs ninety-seven 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 (Thirty-Nine Lakh Seventy-
Five Thousand only) Fully Convertible Equity Warrants (“Warrants”), each convertible into one fully paid-up 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 Extra-Ordinary 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 Twenty-Seven Crore Forty-Two Lakh
Seventy-Five 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 Eighty-Five Lakh Sixty-Eight
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 Seventy-Nine
Lakh Thirty-Two 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:

The Issued, Subscribed & Paid-up Share Capital of your Company as on March 31, 2025, is ?17,79,83,000/- (Rupees
Seventeen Crore Seventy-Nine Lakh Eighty-Three Thousand only) divided into 1,77,98,300 (One Crore Seventy-Seven
Lakh Ninety-Eight 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 Thirty-Three Crore Ninety-Nine Lakh Ninety-Seven 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 Eighty-Five Lakh Sixty-Eight 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 & Non-Promoter, 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:

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 Seventy-Nine Lakh Thirty-Two 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:

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;

‘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 Whole-Time 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 re-appointment:

Mr. Piyush Chimanlal Vora (DIN: 00296074), Non-Executive Director of the Company, being the longest-serving
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 re-enactment(s) thereof for the time being in force),
and being eligible have offered himself for re-appointment.

The appropriate business for his re-appointment 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 MBP-1, 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) Non-Promoter
Non-Executive 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 Non-Independent
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:

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:

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 —Kalavad-361001, 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 non-independent directors,
performance of the board as a whole and performance of the chairman, taking into account the views of executive
directors and non-executive 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:

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; Non-receipt 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:

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:

Nomination And Remuneration Policy

Nomination and Remuneration Policy in your Company is designed to create a high-performance 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 MGT-7 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:

During the year, your Company acquired 75% of the paid-up 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 AOC-1, 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 AOC-2, 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 paid-up 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 Anti-Sexual 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.

Details of complaints during the financial year under review are as follows:

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 well-defined 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 non-business risks, ensuring informed decision¬
making 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 one-time 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 sub-regulation (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 sub-section (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 2024-25
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^th
Annual General Meeting (AGM) of the company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory 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 2024-25.

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 quasi-judicial
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 2024-25. The
Secretarial Audit Report is annexed herewith as Annexure-G to this Report.

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

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 non¬
mandatory but investor-relevant 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 pre-clearance 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