Agarwal Fortune India Ltd Directors Report

To,

The Members of AGARWAL FORTUNE INDIA LIMITED

(Formerly known as Devki Leasing and Finance Limited)

Jaipur.

Your Directors are pleased to present ThirtySecond (33^rd) Annual Report of AGARWAL FORTUNE INDIA LIMITED (Formerly known as Devki Leasing and Finance Limited) Report and the Audited Financial Statements for the year ended 31^st March 2025.

1. FINANCIAL PERFORMANCE

a) Financial Results

The Audited Financial Statements of the Company as on 31^st March 2025 are prepared in accordance with Section 133 of the Companies Act, 2013 read with the rules made thereunder and Indian Accounting Standards (Ind AS) along with the Auditors Report, form part of the Annual Report.

(Rs. in Lakhs)

Particulars	20242025	20232024
Revenue from operations	441.55	738.08
Other Income	6.90	15.96
Total Income	448.45	754.04
Total Expenses	428.98	744.32
Profit before Tax	19.47	9.72
Less: Tax Expenses	0	0
Profit (Loss) for the year	19.47	9.72
Add: other Comprehensive Income
Add: Balance brought forward from Previous Year	(308.12)	(317.84)
Balance carried forward to Balance Sheet	(288.65)	(308.12)

b) STATE OF COMPANYS AFFAIRS AND RESULTS OF OPERATIONS:

Your Company is engaged in the business of trading in various types of Glasses and Mirrors, providing technical consultancy services and advisory services and other allied activities relating to industrial glasses and other categories.

The Highlights of the Companys performance are as unden

During the year, the Company earned Total Revenue of ? 441.55 Lakhs as against ? 738.08 Lakhs in corresponding previous year and earned a net profit of ? 19.47 Lakhs.

The Company is continuously exploring and evaluating new Business opportunities and trying to revamp their Business operations with improvement in the present scenario and new strategies to better its position and performance and, Directors are further hopeful that business environment shall improve in the near future.

2. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT AND CHANGE IN NATURE OF BUSINESS.

During the year under review, there were no material changes affecting the financial position of the company.

Changes in Share Capital

During the Financial Year 202425, there was no change in the capital structure of the Company. THE CAPITAL STRUCTURE AS ON 31^st MARCH 2025 IS AS FOLLOWS:

S.NO. SHARE CAPITAL	NOMINAL AMOUNT (RS.)
1. Authorized Share Capital	375,00,000
2. Issued Share Capital	3,43,54,000
3. Paid Up Capital	3,43,54,000

Note:

Forfeiture of Partly PaidUp Shares of the Company:

The Company forfeited 74,200 partly paid equity shares at the Board Meeting held on February 12, 2024, during the financial year 202324. Approval for the forfeiture was obtained from National Securities Depository Limited on April 5, 2024, and from Central Depository Services Limited on March 28, 2024. Following the forfeiture, the Companys paidup share capital decreased from Rs. 3,50,96,000 to Rs. 3,43,54,000.

2. DIVIDEND

Your Directors did not recommend any dividend for the financial year 202425.

3. DIVIDEND DISTRIBUTION POLICY

Your company doesnt fall under the criteria, as required under Regulation 43A of the Listing Regulations.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the Financial Year 202425.

5. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. CORPORATE SOCIAL RESPONSIBILITY

The Companys net worth is below than Rs. 500 Crores, Turnover is less than Rs. 1000 Crores and Net Profit (Before Tax) is less than Rs. 5 Crores, hence provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility (CSR) are not applicable to the company.

7. INVESTOR RELATIONS (IR)

Investor Relations (IR) as the touch point for the Investor Community whereby information relating to the Company is disseminated uniformly and widely. This helps the investor Community to access a seamless channel of communication of the Companys business activities, strategy and prospects and allows them to make an informed judgment about the Company. The Company continues to interact with all types of funds and investors to ensure a diversified shareholder base in terms of geographical location, investment strategy and investment horizon. The company follows all regulatory guidelines while disseminating the information.

In order to ensure accurate, transparent and timely information flow, the IR department holds the following activities:

Provides detailed updates on the Companys performance on the stock exchanges immediately after the release of quarterly results.

Meetings with investors to brief them about the Companys ongoing performance/ initiatives and respond to their queries and concerns.

The company allows investors to determine whether a company is a good investment for their needs. Investor Relations departments are subdepartments of public relations (PR) departments and work to communicate with investors, shareholders, government organizations, and the overall financial community.

8. SUBSIDIARY, ASSOCIATE COMPANIES OR TOINT VENTURE:

The Company does not have any Holding, Subsidiary, and Joint Venture or associate Company during the year under review.

9. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from Lime to time, the Annual Return of the Company for Financial Year 202425 is available on the Companys website at web link https://agarwalfortune.com/investorrelation/annualreturn/.

10. CHANGE IN REGISTRAR AND TRANSFER AGENT:

During the year under review, there was no change in the Registrar and Transfer Agent of the Company.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of a balanced profile of members specializing in different fields that enables it to address the various business needs of the company, while placing very strong emphasis on corporate governance.

At the year ended March 31,2025, the compositions of the Board Members are as follows:

BOARD OF DIRECTORS

Mr. Mahesh Kumar Agarwal Managing Director

Mrs. Sharda Agarwal NonExecutive, Women Director

Mrs. Archana Gupta NonExecutive, Independent Director

CHIEF FINANCIAL OFFICER:

Mr. Ankit Gupta (appointed on 11^th March, 2024 and resigned on 31.03.2025)

Ms. Monika Shekhawat (appointed on 31.03.2025 and resigned on 05.06.2025 )

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Ms. Aditi Parmar

Notes:

(a) There were no changes in the Board of Directors during the year.

(b) During the year, Changes related to key managerial personnel are as above.

RETIRE BY ROTATION

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every AGM, not less than twothird of the total number of directors of a public company (excluding the independent directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, Mrs. Sharda Agarwal, Non Executive Director (DIN: 09520743), retires by rotation at this ensuing 33^rd Annual General Meeting, and being eligible, offers himself for reappointment.

DISQUALIFICATIONS OF DIRECTORS

During the year, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director. Further, the Certificate from Practicing Company Secretary as per the certifying that none of the directors of the company disqualified for holding office as director of the Company is enclosed with this Board Report.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors have given declaration that they meet the criteria of independence as per Regulation 16 (1) (b) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and as per the criteria provided in the Section 149 of the Companies Act, 2013.

In the opinion of the Board, the Independent Directors fulfill the conditions relating to their status as Independent Directors as specified in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.Independent Directors are not liable to retire by rotation, in terms of Section 149(13) of the Act.

All the Independent Directors of the Company haven rolled their names in the database of Independent Directors maintained by Indian Institute of Corporate Affairs (IICA) in terms of the regulatory requirements.

The independent directors were unable to take the online proficiency selfassessment test required by the IICA due to scheduling conflicts. As a result, their ID Databank profiles were disabled for not completing the test within two years of registration. However, their profiles have since been restored and they have been granted a oneyear extension to pass the online selfassessment.

BOARD DIVERSITY

As per the requirement under the Regulation 19(4) read with Schedule II, Part D of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and

such other regulatory provisions, as applicable the Nomination and Remuneration Committee (the NRC) is required to devise a policy for having diversity on the board of directors (the Board). The board diversity policy (the Policy) sets out the approach to achieve adequate diversity on the Board of the Agarwal Fortune India Limited.

12. COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has constituted the following committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders Relationship Committee

The brief description with respect to Committees, their compositions, powers, roles, and terms of reference, Meetings held and attendance of the Directors at such Meetings of the Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

a) Audit Committee

The Company has an adequately qualified and experienced Audit Committee with Mrs. Archana Gupta (Chairman), Mrs. Neha Saini and Mr. Mahesh Kumar Agarwal as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board.

b) Nomination & Remuneration Committee

The Company has Nomination and Remuneration Committee (includes the matters specified in Part D of Schedule II to the SEBI (LODR) Regulations, 2015 which broadly includes determination and recommendation for appointment/removal of Executive, NonExecutive and Independent Directors to the Board etc.) with Mrs. Archana Gupta (Chairman), Mrs. Neha Saini and Mrs. Sharda Agarwal as Members. The recommendations of the Nomination & Remuneration Committee were duly approved and accepted by the Board.

c) Stakeholders Relationship Committee

The Company has Stakeholders Relationship Committee to consider and resolve the grievances of the security holders including complaints related to transfer of shares, nonreceipt of annual report and nonreceipt of declared dividends etc. with Mrs. Archana Gupta, Mrs. Neha Saini and Mrs. Sharda Agarwal (Chairperson), as Members. The recommendations of the Stakeholders Relationship Committee were duly approved and accepted by the Board.

13. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

a) Board Meetings: During the year under review the Board has met 5 (Five) limes viz. 24.05.2024, 12.08.2024, 09.11.2024, 12.02.2025 and 31.03.2025. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

b) Committee Meetings: During the year under review, the Committees duly met and the details of the the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

c) Separate Meeting of Independent Directors / Independent Directors Training: During the year under review, a separate meeting of Independent Directors of the Company was held

on 12^th March, 2025, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of NonIndependent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quahty, quantity and limelines of flow of information between the Company management and the Board.

d) Weblink for Familiarization Program: Details of the attendance of the Directors at such meeting and details about familiarization program are available on the Companys website at web hnkhttns:/ / agarwalfortune.com/investorrelation/familiarisationpro gramto independentdirectors / .

14. PERFORMANCE EVALUATION OF THE BOARD AND INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of Companies Act 2013 and Regulation 25(4) and 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees, and Directors.

The Board of Directors has carried out an annual performance evaluation of its own performance, the Directors and the Committees. Performance evaluation of independent Directors was in accordance with Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is done by the entire board, excluding the director being evaluated. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The criteria on the basis which the evaluation has been carried out are explained in the Corporate Governance Report.

The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

15. 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 the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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 and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors, in the case of a hsted company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors have devised proper system to ensure compliance with the provisions of all apphcable laws and that such system were adequate and operating effectively.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has neither made any loans and investments nor has given any guarantee or provided any security in connection with a loan to any other body corporate or person within the meaning of Section 186 of Companies Act, 2013. For further details, please refer Notes to the Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC2 is attached herewith as Annexure I. Attention of the members is also drawn to the disclosures of transactions with the related parties as set out in Notes to Accounts forming part of the financial statement. The Pohcy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed https://agarwalfortune.com/investorrelation/corporategovernance/nominationand remunerationpolicy /.

18. AUDITORS:

a) Statutory Auditors

The Members of the Company at the 32^nd AGM held on 20^th September, 2024, appointed M/s Jethani and Associates, Chartered Accountants, Jaipur (ICAI Firm Registration No.010749C) as Statutory Auditors of the Company for a period of 1 year to hold office from the conclusion of 32^ndAGM till the conclusion of the 33^rd AGM of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company for the financial year 202425.

Explanation to Auditors Remark

The Auditors Report read with relevant notes are selfexplanatory and not required any c omments or Explanation.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to report by Statutory Auditors of the Company under subsection (12) of section 143 of Companies Act, 2013.

Appointment of Statutory Auditor for the Financial Year 202526:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, The Board has recommended the appointment of M/s Jethani and Associates, Chartered Accountants (ICAI Firm Registration No.010749C), as Statutory Auditors of the Company for a period of one year in the ensuing Annual General Meeting held for F.Y. ending on 31st March 2025 till the conclusion of Annual General Meeting to be held for F.Y. ending on 31st March 2026.

b) Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Monika Gupta, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 202425. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith as Annexure II to this Report. Except for the vacancy of the CFO, the Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Auditors Remark: Ms. Monika Shekhawat was resigned from her role as CFO with effective from 05th June 2025 according to company filling on BSE website through corporate announcement. Managements Clarification on Auditors Remark: The resignation of Ms. Monika Shekhawat effective 5th June 2025 pertains to the financial year 202526 and falls outside the scope of the 202425 period. Due to personal reasons and preoccupations, Ms. Shekhawat resigned from her role as CFO. The company is actively working, to identify and appoint a suitable candidate for the CFO position to ensure continued compliance.

c) Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Companys Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

d) Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(l)(a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s ASAR & ASSOCIATES, Chartered Accountants (ICAI Firm Registration No. (FRN: 019461C), Firm to conduct internal audit reviews for the Company.

19. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The prescribed particulars of employees required under 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 enclosed as Annexure III and forms the part of this Board Report.

20. PARTICULARS OF EMPLOYEES:

During the year, none of the employee of the company is drawing remuneration in excess of Rs.1,02,00,000/ per annum or Rs. 8,50,000/ per month. As on 31.03.2025, Company has four Directors, one CFO and one CS. There are no other employees in the company. None of the employees was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Hence, disclosure pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given.

21. CORPORATE GOVERNANCE REPORT:

As per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") the corporate governance provisions as specified in Regulations 17,17A, 18,19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable on the Company.

However, your Company beheves in Good Corporate Governance Practices, so the Directors present the Report on Good Corporate Governance for the year ended 31^st March 2025 to have more transparency and disclosures and the same is attached with this report as Annexure IV.

22. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel (KMP) and other employees which is being approved and adopted by the Board and has been posted on the website of the Company and can be accessed through web site https: / / agarwalfortune.com/investorrelation/ corporategovernance / nominationand remunerationpolicy /

The pohcy is also annexed as Annexure V forming part of this Board Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Statement in pursuance of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure VI.

24. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s ASAR & ASSOCIATES, Chartered Accountants (ICAI Firm Registration No. 019461C). The mam thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

25. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under subsection (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under :

A. Conservation of Energy

The steps taken or impact on conservation of energy:

i. The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. The capital investment on energy conservation equipments: Nil

B. Technology Absorption:

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

ii. The benefits derived hke 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): Not Applicable.

iv. Company has not incurred any expenditure on Research and Development during the year under review.

C. Further there was neither inflow nor outflow of foreign exchange during the year.

26. RISK MANAGEMENT:

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient maimer. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

27. PREVENTION OF INSIDER TRADING:

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 and Provisions of Section 195 of the Companies Act, 2013 provides that no person, which includes any director or key managerial personnel of a company, was not involved in the insider trading. The hsted entity shall devise a framework to avoid insider trading and abusive selfdealing.

The Board of Directors have adopted the Code of Fair Disclosure for the Company and would ensure that the Management adheres to this code to make the Unpublished Price Sensitive Information of the Company would be made available to the general public as soon as it is possible for the Company to do so. The Company recognizes that strict observance of the Code is a basic prerequisite for ensuring full confidentiality of all "unpublished price sensitive information" and to build general investor confidence and stakeholder credibility.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no other significant material orders passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its future operations.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Pohcy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower pohcy of the Company was received by the Company. The Whistle Blower Pohcy has been posted on the website of the company www.agarwalfortune.com.

30. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY COMPANY:

The Company does not have any holding/ subsidiary company. Hence provisions of Section 197(14) of Companies Act, 2013 are not applicable to the Company.

31. CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATION:

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chief Financial Officer and Managing Director of the Company have certified to the Board regarding the Financial Statements for the year ended 31st March, 2025 and the same forms part of this Board Report. The certificate is enclosed as Annexure VII, forming part of this report.

32. CERTIFICATE OF NONDISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and Schedule V, Qause C, Subclause (i) of SEBI Regulations, a Certificate from a Practising Company Secretary is enclosed as Annexure VIII, confirming compliance with the relevant provisions of the Companies Act, 2013, and SEBI regulations.

33. VOTING RIGHTS OF EMPLOYEES:

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3) (c) of Companies Act, 2013.

34. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued shares under employees stock options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

35. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (issue of sweat equity) Regulations, 2002 during the Financial Year.

36. LISTING AT STOCK EXCHANGE:

The Equity shares of the Company are hsted in the Bombay Stock Exchange Limited, Mumbai (BSE) and the Listing fees have been duly paid for the year 202425 and 202526.

37. INSURANCE:

The Companys assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2025.

39. DEPOSITORY SERVICES:

The Companys Equity shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL) .The Company has been allotted ISIN No. INE510B01018.

40. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a maimer, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

41. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Human Resource development team strives to empower employees across the company with required competencies through up skilling, providing role clarity, adequate resources to motivate them and help them reahze their maximum potential. Companys Industrial relations continued to be healthy, cordial and harmonious work environment through several welfare, health and safety initiative across facilities and offices during the period under review.

42. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL1 ACT, 2013 AND CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Pohcy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in fine with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Pohcy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

An Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. Further, during the year 202425 no grievance/complaint was reported from any employee.

43. COMPLIANCE OF SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards, i.e. SS1 and SS2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

44. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND EVOTING AT THE AGM:

Your Company is providing Evoting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC/OVAM and no physical meeting will be held and your company has make necessary arrangements with NSDL to provide facility for remote evoting and evoting at AGM. The details regarding evoting facility is being given with the notice of the Meeting.

45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING FENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:

There are no such events occurred during the period from 01^stApril, 2024 to 31^st March, 2025, thus no valuation is carried out for the onelime settlement with the Banks or Financial Institutions.

43. LOANS FROM DIRECTORS AND DIRECTORS RELATIVES:

Subject to the Companies (Acceptance of Deposits) second Amendments Rules 2015, Company has accepted Loans from Directors and their relatives after receiving a declaration in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans

or deposits from others. The details of the amount received during t		re financial year are as follows:
Particulars	20242025 (Rs. in Lakhs)	20232024 (Rs. in Lakhs)
Loan received from Director	9.41	9.41
Loan from Body Corporate (Common Director)	Nil	3.14

44. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to all the Government and Semi Government Departments and Companys Bankers, for the assistance and cooperation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, stakeholders, Reserve Bank of India, Banks and other regulatory authorities.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS AGARWAL FORTUNE INDIA LIMITED

Sd/

SHARDA AGARWAL Director (DIN 09520743)

Date: 13.08.2025 Place: Jaipur

Sd/

MAHESH KUMAR AGARWAL Managing Director (DIN 02806108)