Dear Members,

Your directors are delighted to present the 39th Annual Report along with the Audited Financial Statements of Arvind Port and Infra Limited ("the Company"), for the Financial Year ended on March 31, 2026 ("FY 2025-26/ FY 2026").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2026, 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 Lakhs)

Performance Highlights

Financial Performance on Standalone Basis

The total income of your Company for the financial year ended March 31, 2026 stood at 1,128.45 Lakh, as against 1,789.79

Lakh in the previous financial year ended March 31, 2025, representing a decrease of approximately 36.95% over the previous year. The Revenue from Operations decreased by approximately 40.42%, from 1,788.48 Lakh in FY 2024 25 to 1,065.48 Lakh in FY 2025 26.

During the financial year 2025 26, the total expenses before Depreciation, Finance Cost and Tax stood at 514.43 Lakh, as compared to 426.48 Lakh in the previous financial year, representing an increase of approximately 20.62%.

Consequently, the Company reported a Net Profit after Tax of 62.13 Lakh for the year under review, as against 708.70

Lakh in the previous year, reflecting a significant decrease of approximately 91.24%.

The decline in profitability was primarily attributable to the substantial reduction in revenue from operations, coupled with an increase in expenses before depreciation and finance cost and a significant increase in depreciation and amortisation expense, which adversely impacted the overall profitability of the Company.

Financial Performance on Consolidated Basis

The Consolidated Financial Statements presented by your Company include the financial results of Arcadia Logistics Limited (formerly known as Bedi Shipping Limited), the Subsidiary Company.

During the financial year 2025 26, on a consolidated basis, the Company recorded a Total Income of 1,352.64 Lakh, as against 2,414.82 Lakh in the previous financial year 2024 25, representing a decrease of approximately 43.99% over the previous year. The Consolidated Revenue from Operations stood at 1,286.86 Lakh, as against 2,412.76 Lakh in the previous financial year, representing a decrease of approximately 46.67%.

The Company reported a Consolidated Profit After Tax of 137.13 Lakh for the financial year 2025 26, as compared to

1,015.00 Lakh in the previous financial year 2024 25, representing a decrease of approximately 86.49%. The decline in consolidated profitability was primarily attributable to the significant reduction in revenue from operations, which adversely impacted the overall operating performance and profitability of the Company and its subsidiary.

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 2025-26.

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 under review, the Company has not transferred any amount to specific reserves. The entire net profit for the financial year 2025 26 has been retained and carried forward under Reserves and Surplus, as reflected in the Balance Sheet.

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

The Authorized Share Capital of your Company as on March 31, 2026, 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

The Issued, Subscribed & Paid-up Share Capital of your Company as on March 31, 2026, 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.

Forfeiture of Warrants

Subsequent to the closure of the financial year, pursuant to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), certain warrant holders did not exercise their option to convert the warrants into equity shares within the prescribed period of 18 months from the date of allotment. Accordingly, the Board of Directors, at its meeting held on April 22, 2026, approved the forfeiture of 32,42,000 (Thirty-Two Lakh Forty-Two Thousand) Fully Convertible Warrants out of the 39,75,000 warrants originally allotted on a preferential basis.

The aforesaid warrants had been allotted at an issue price of 69/- per warrant, of which 25% amounting to 17.25/- per warrant had been received as warrant subscription money at the time of allotment. Pursuant to Regulation 169(3) of the SEBI ICDR Regulations, the subscription money received in respect of the aforesaid forfeited warrants, aggregating to 5,59,24,500/- (Rupees Five Crore Fifty-Nine Lakh Twenty-Four Thousand Five Hundred only), stood forfeited.

Out of the total 39,75,000 warrants allotted, 7,33,000 warrants were converted into equity shares, while 32,42,000 warrants lapsed and were forfeited. Consequent to the aforesaid forfeiture, no warrants or other convertible securities remained outstanding as on April 22, 2026.

The details of such warrant holders are as follows:

Utilization of Funds Raised Through Preferential Issue of Equity Shares

The Company had raised an aggregate amount of 3.7932 crore through the allotment of 7,33,000 equity shares, having a face value of 10/- each, at an issue price of 69/- per equity share, including a premium of 59/- per equity share, consequent upon the conversion of 7,33,000 Fully Convertible Warrants into equity shares.

As on March 31, 2026, 3.7857 Crore has been utilised towards the stated objects of the Preferential Issue, while the balance amount of 0.0075 Crore remains unutilised as on March 31, 2026. The utilisation of the proceeds is in accordance with the objects stated at the time of the Preferential Issue, and there has been no deviation or variation in the utilisation of funds from the stated objects.

Statement of Deviation / Variation in utilisation of funds raised through Preferential Issue of Equity Shares upon conversion of fully convertible warrants for the half year ended on March 31, 2026

Directors and Key Managerial Personnel

Constitution of Board

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

1 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:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, Mr. Vinit Arvind Shah (DIN: 00094898), Director of the Company, being the longest-serving director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered himself for re-appointment.

The proposal for his re-appointment forms part of the Notice convening the AGM. A brief profile and other relevant details pertaining to Mr. Vinit Arvind Shah 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. Bhavika Sanghani Company Secretary & Compliance Officer of the Company w.e.f. August 07, 2026 .

During the financial year under review, following changes took place in KMPs of your Company:

Ms. Richie Dhrumil Vandra, Company Secretary and Compliance Officer, resigned with effect from June 04, 2025 .

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

Ms. Ayushi Aditya Deora, Company Secretary and Compliance Officer, resigned with effect from December 11, 2025 .

Ms. Trushali Chauhan appointed as the Company Secretary and Compliance Officer with effect from December 11, 2025.

Changes took place after the closure of the financial year and up to the date of this Report, as furnished below:

Ms. Trushali Chauhan, Company Secretary and Compliance Officer, resigned with effect from June 30, 2026 .

Ms. Bhavika Sanghani appointed as the Company Secretary and Compliance Officer with effect from August 07, 2026 .

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 February 2 5 , 2026 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 www.arvindportinfra.com .

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 11 (Eleven) times as on April 1, 2025; May 24, 2025; May 29, 2025; June 18, 2025; August 18, 2025; September 20, 2025; September 22, 2025; November 14, 2025; December 10, 2025; February 21, 2026 and February 25, 2026.

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:

Sr. No. Type of General Meeting Date of General Meeting

1. Annual General Meeting September 13, 2025

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, 2026, 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, 2026 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.

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 April 01, 2025, May 29, 2025; August 18, 2025; November 14, 2025 and February 21, 2026.

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 www.arvindportinfra.com.

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 (Two) times on May 29, 2025; August 18, 2025; November 14, 2025 and February 21, 2026.

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, 2026.

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.

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 3 (Three) times on June 18, 2025; December 12, 2025 and February 21, 2026.

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 www.arvindportinfra.com.

Remuneration of Director

The details of remuneration paid during the financial year 2025-26 under review to directors of your Company is provided in Form MGT-7 available at website of your Company, i.e. www.arvindportinfra.com

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

As on March 31, 2026, your Company has following subsidiaries:

During the year under review, the Company entered into a Share Purchase Agreement dated April 1, 2025 with certain shareholders of Arcadia Logistics Limited for the acquisition of 9,91,580 equity shares, representing approximately 24.79% of the paid-up equity share capital of Arcadia Logistics Limited. The transaction was undertaken with a view to further consolidate the Company's shareholding in its subsidiary, Arcadia Logistics Limited. Upon completion of the transaction and transfer of the Sale Shares in accordance with the terms of the SPA, the Company's aggregate shareholding in

Arcadia Logistics Limited will comprise 39,99,420 equity shares, representing approximately 99.9972% of the paid-up equity share capital of Arcadia Logistics Limited.

The aggregate consideration for the acquisition of the Sale Shares is 5.82 Crore, at a consideration of 58.78 per equity share, payable to the respective Sellers in accordance with the terms and conditions of the SPA over a period of two years from the date of execution of the SPA. Accordingly, the payment period under the SPA extends up to April 1, 2027. The SPA further provides that the legal and beneficial title to the Sale Shares shall remain with the respective Sellers until the entire consideration is paid in accordance with the agreed terms.

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, 2026.

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 www.arvindportinfra.com.

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, 2026.

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 www.arvindportinfra.com.

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 2025 26 is 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 www.arvindportinfra.com

Material Changes and Commitment

There were no 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, 2026 is available on the Company's website on www.arvindportinfra.com.

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.

Our 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:

The Policy on Prevention of Sexual Harassment as approved by the Board of Directors is available on the Company's website at www.arvindportinfra.com

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, 2026, 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 ww.arvindportinfra.com/policies.

For the financial year 2025 26, the Company's CSR obligation amounted to 1,441,699.56/-, being 2% of the average net profit of the preceding three financial years. Against this, the Company donated 14,50,000/- to K P Shah Charitable Trust for general purposes towards activities specified under Schedule VII of the Act. Further, The Chief Financial Officer of the Company has also certified that CSR spends of the Company for financial year 2025-26 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, 2026, 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.

Upon completion of the tenure of the existing Statutory Auditors, the Board of Directors has proposed the appointment of M/s. Raichura & Co., Chartered Accountants (FRN: 126105W), as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 39 th Annual General Meeting until the conclusion of the 44 th Annual General Meeting of the Company to be held in the calendar year 2031.

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 Saturday, February 21, 2026, the company appointed M/s. P. R. Nakum & Associates, Chartered Accountants (FRN: 0147034W), as Internal Auditor of the Company for the Financial Year 2025-26.

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 2025-26. 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 www.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.

Annexure A_

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) The ratio of remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager to the median remuneration of employees for the Financial Year and the Percentage increase in their remuneration if any, in the Financial Year:

1 During the financial year 2025-26 and 2024-25, remuneration to the Directors was NIL, hence, the ratio of remuneration of such directors to median remuneration of employees and increase / decrease in remuneration are not given. 2 During the financial year 2025-26 and 2024-25, Salary to the Chief Executive Officer and Chief Financial Officer was NIL. 3 Ms. Richie Dhrumil Vandra served as the Company Secretary and Compliance Officer up to June 04, 2025. 4 Ms. Ayushi Aditya Deora was appointed as the Company Secretary and Compliance Officer w.e.f June 18, 2025, and tendered her resignation on December 11, 2025 5 Ms. Trushali Chauhan was appointed as the Company Secretary and Compliance Officer with effect from December 11, 2025.

* As the comparisons are not available, the ratio of remuneration of such Key Managerial Personnel to median remuneration of employees and increase / decrease in remuneration are not given. Note: We have considered only permanent employees of the Company.

b) The percentage increase in the median remuneration of employees in the financial year:

The median remuneration of the employees in current financial year was decreased by 13.46% over the previous financial year. c) The number of permanent employees on the rolls of the Company: 6 (Six) Employees

d) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The Average salary of employee was decreased by 13.50% primarily due to changes in the employee composition during the year.

e) Affirmation that the remuneration is as per the remuneration policy of the company

The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company is as per the Remuneration Policy of the Company.

f) During the financial year, there was no employee employed throughout the financial year or part of the financial year who was in receipt of remuneration in the aggregate of not less than 8.50 Lacs per month or 1.02 Crore per financial year.

Annexure B_

Form No. AOC-1

[Pursuant to First Proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]

Statement Containing Salient Features of the Financial Statement of Subsidiaries or Associate Companies or Joint Ventures:

Part-A: Subsidiaries

1. Number of subsidiaries: 1 (One)

(Information in respect of subsidiary presented with amounts in Lakhs)

2. Number of subsidiaries which are yet to commence operations:

3. Number of subsidiaries which have been liquidated or have ceased to be a subsidiary during the year: Not Applicable

Form No. AOC-2

Particulars of Contracts/Arrangements Made with Related Parties

(Pursuant to Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Forms for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

Details of contracts or arrangements or transactions not at arm's length basis

There were no contracts or arrangements or transactions entered into by your Company during the financial year ended on March 31, 2026, which were not at arm's length basis.

Details of material contracts or arrangement or transactions at arm's length basis

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

(Pursuant to Section 134 (3) (m) of the Companies Act, 2013 & and rules made there under)

A. Conservation of Energy

i. The steps taken or impact on conservation of energy: Your Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible saving of energy is achieved.

ii. The steps taken by the Company for utilizing alternate sources of energy :No alternate source has been adopted.

iii. The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

B. Technology Absorption

i. The effort made towards technology absorption: Not Applicable.

ii. The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) The details of technology imported: Nil b) The year of import: Not Applicable. c) Whether the technology has been fully absorbed: Not Applicable. d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable. e) The expenditure incurred on Research and Development: Nil f) Foreign Exchange Earnings & Expenditure

Annual Report on Corporate Social Responsibility

[Pursuant to clause (o) of Sub-Section 3 of Section 134 of the Act, Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended]

1. A Brief outline of the Company's CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR Policy and Projects or programmes:

The Company believes that its longevity and success are rooted in operating in harmony with the community and society at large. Corporate Social Responsibility (CSR) is viewed as a way of conducting business responsibly, and the Company is committed to carrying out its operations in a socially responsible and sustainable manner. The objective of the CSR Policy is to integrate good corporate governance, sustainable wealth creation, corporate philanthropy, and advocacy for community development. All CSR projects undertaken by the Company are in line with the broad framework prescribed under Schedule VII of the Companies Act, 2013. The CSR Policy of the Company, formulated in compliance with the provisions of the Act, is available on the Company's website.

2. The Composition of CSR Committee as at March 31, 2026:

As per Section 135(9) of the Companies Act, 2013, if the amount required to be spent by a company under sub-section (5) is 50 lakh or less in a financial year, the requirement to constitute a Corporate Social Responsibility (CSR) Committee under sub-section (1) shall not apply. In such cases, the CSR functions prescribed under this section shall be carried out by the Board of Directors Accordingly, the company is not required to constitute a CSR Committee.

3. Web Link of the Website of the Company for Composition of CSR Committee, CSR Policy and CSR Projects Approved by the Board: https://www.arvindportinfra.com/policies.html

4.Details of Impact Assessment of CSR Projects Carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, If Applicable: Not Applicable for the financial year under review.

5.

e) CSR amount spent or unspent for the financial year

f) Excess amount for set-off, if any:

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years*:

8. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:

9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per Section 135(5) (During the year i.e. FY 2025-26): Not Applicable

*Note: During the financial year 2023 24, the Company was unable to fully meet its CSR obligation and the unspent amount could not be transferred to the specified fund within the prescribed timeline due to operational constraints and business contingencies. In FY 2024 25, the Company undertook additional CSR expenditure and contributed an excess amount of 9,67,400/- towards CSR activities, thereby addressing the shortfall of the earlier financial year. The said excess expenditure was disclosed as an amount available for set-off in succeeding financial years.

During FY 2025 26, in furtherance of its commitment towards social welfare and responsible corporate citizenship, the Company has consciously decided not to avail any set-off of the aforesaid excess CSR expenditure against its CSR obligation for the year.

Accordingly, the Company has fulfilled its entire CSR obligation of 14,41,699.56/- for FY 2025 26 without utilizing the benefit of such set-off. The Company remains committed to undertaking CSR initiatives in a responsible and meaningful manner and to maintaining compliance with the applicable CSR requirements.