A Oneindia Venture

Get Updates

Get notified about market trends, financial advice, and investment tips!

सेंसेक्स 77,566.16 -1.71% ↓ निफ्टी 24,005.80 -1.82% ↓ सोना ₹ 14,835/gm चांदी ₹ 2,80,000/kg पेट्रोल ₹ 94.77 डीज़ल ₹ 87.67 कच्चा तेल $ 103.75 USD ₹ 92.28

Arvind SmartSpaces Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 17^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2025.

1. FINANCIAL PERFORMANCE:

The highlights of the Financial Performance for year are as under:

			[Rs. In Lakh]
Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	12,483.36	15,07787	71,330.49	34,11772
Profit before Finance costs, Depreciation and Amortisation & Tax	3,150.56	7,518.26	19,098.72	12,115.51
Less: Finance Costs	1,052.55	572.69	2,081.01	4,093.81
Less : Depreciation and Amortisation	302.89	244.69	492.10	450.40
Profit before share in profit/(loss) of Joint ventures & Tax	1,797.43	6,700.88	16,525.61	7,571.29
Share of Profit/(Loss) from Joint ventures Profit before tax Less : Current Tax	(2.31)	0.11	.....................................(2.31).......	0.11
	1,795.11	6,700.99	16,523.30	7571.40
	494.38	1,209.12	4,189.67	2,061.03
Less : Deferred Tax	49.92	(21.47)	416.73	401.29
Profit for the year	1,350.65	5,513.34	11,916.90	5,109.08
Total comprehensive income for the year	1,285.03	5,480.34	11,851.28	5,076.08
Net Profit/(Loss) attributable to : Equity holders of the parent Non-controlling interest
	-	-	11,049.20	4,15706
	-	-	867.70	952.02

2. COMPANYâS PERFORMANCE / STATE OF COMPANYâS AFFAIRS:

Despite a housing shortfall of 10 million units and rising demand for affordable homes, the real estate sector remained resilient in 2024. Residential sales crossed 300,000 units for the second consecutive year, driven by rising disposable incomes, infrastructure development, and strong homeownership sentiment. The mid and high-end housing segments dominated overall sales, while the luxury segment witnessed a remarkable 75% year-on-year surge. The inventory overhang declined to 14 months, indicating a healthy alignment between demand and supply. Investment inflows reached a record USD 11.4 billion, with foreign investors accounting for over 25% of the total. Supported by robust fundamentals and a strong launch pipeline, the sector is poised for sustained growth in 2025.

In comparison, FY25 was a landmark year for your Company, marked by record achievements in

bookings, collections, and new project launches. In FY25, your Company achieved a booking value of Rs. 1,271 Crores, reflecting a 15% year-on-year growth.

In FY24-25, your Company successfully launched two projects - Arvind Aqua City and The Park - which collectively contributed Rs. 855 Crores, accounting for 67% of the total annual booking value.

The year also proved successful in terms of business development, with the addition of five projects across Ahmedabad, Bengaluru, and the Mumbai Metropolitan Region, representing a cumulative topline potential of Rs. 4,450 Crores calculated on the basis of the current business assumptions.

Your Company''s consolidated revenue for FY25 stood at Rs. 713 Crores, representing a robust 109% growth over the previous year. The EBITDA margin improved from 25% in FY24 to 28% in FY25.

Profit after tax attributable to equity holders rose significantly by 133%, reaching Rs. 119.2 Crores.

Your Company recorded its highest-ever annual collections of Rs. 942 Crores, registering a 7% year-on-year growth, underscoring the strength of its operational cycle across new sales, construction, and delivery. Operating cash flows stood at Rs. 337 Crores, compared to Rs. 458 Crores in the previous year.

A more detailed analysis of the financial performance, including project-wise booking and revenue status, is available in the Management Discussion and Analysis section of this Report.

3. DIVIDEND:

Your Directors have recommended final dividend of Rs. 6.00/- per equity share of Rs. 10/- each (i.e. 60%), for the financial year ended on March 31, 2025. Dividend pay-out is in accordance with the Company''s dividend distribution policy The dividend, if approved by the members at the ensuing Annual General Meeting, would involve a cash outflow of about Rs. 27,33.87 Lacs. The dividend will be paid after deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date.

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, can be accessed at the following Web-link: https:// www.arvindsmartspaces.com/wp-content/ uploads/2022/08/Dividend-Distribution-Policy. pdf

4. TRANSFER TO RESERVES:

Your Directors have decided not to transfer any amount to the General Reserve for the year under review.

5. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No Material Changes have taken place from the end of the financial year till the date of this report.

6. SHARE CAPITAL:

During the year under review, your Company has made following changes in the Capital:

(a) Increased the authorised share capital from Rs. 50.00 Cr (Rupees Fifty Crores only) divided into 5.00 Cr. (Five Crores) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 70.00 Cr. (Rupees Seventy Crores only)

divided into 7.00 Cr. (Seven Crores) equity shares of Rs. 10/- (Rupees Ten only) each.

(b) Allotted 2,20,500 equity shares of Rs. 10/- each (Rupees Ten only) to the eligible employees, pursuant to the exercise of stock options granted to them in terms of the Arvind Infrastructure Limited - Employees Stock Option Plan - 2016. of Employees Stock Option Plan - 2016 (AIL ESOP - 2016).

Consequently, as on March 31, 2025, the

authorised share capital is Rs. 70.00 Cr. (Rupees Seventy Crores only) divided into 7.00 Cr. (Seven Crores) equity shares of Rs. 10/- (Rupees Ten only) each and the paid-up equity share capital stood at Rs. 45.56 Cr. consisting of 4,55,64,479 equity shares of Rs.10/- each.

During the year under review, your Company has neither issued shares with differential voting rights nor sweat equity shares.

7. EMPLOYEE STOCK OPTION SCHEME:

During the year under review, your Company has granted 2,35,000 stock options. There is no material change in AIL ESOP - 2016 during the year under review and the scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The certificate of the Secretarial Auditor regarding implementation of scheme shall be made available for inspection of members in electronic mode at Annual General Meeting.

Disclosure in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 are set out in Annexure - A to this report.

8. FINANCE:

During the year, your Company has availed net borrowings of Rs. 15,153.96 Lacs. The investments in new Lands and projects during the year has been funded out of strong business inflows and incremental borrowings. The Total Standalone Debt stands at Rs. 19,726.58 Lacs as on March 31, 2025. On a consolidated basis net interest bearing funds has increased from Rs. 10,651.72 Lacs to Rs. 27,887.86 Lacs. The Net Debt to Equity ratio

on a consolidated basis as on March 31, 2025 is 0.34 as compared to 0.17 as on March 31, 2024.

9. DEPOSITS:

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

10. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

11. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant provisions of the Companies Act, 2013 including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 and form part of this Annual Report.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

At Arvind SmartSpaces, the community well-being is viewed as integral to business success. The CSR programs of your company in FY 2024-25 were shaped by deep local engagement and a focused strategy spanning Education, Earning, and Environment. From strengthening digital learning and supporting women farmers, to enhancing early childhood infrastructure and promoting sustainable agriculture, each initiative was designed to create lasting impact. As your Company moves forward, it remains committed to nurturing inclusive growth and building resilient communities around every project that it undertakes.

Your Company undertakes "Corporate Social Responsibilityâ (CSR) initiatives through Strategic Help Alliance for Relief to Distressed Area (SHARDA) Trust and Arvind Foundation (AF).

As a part of CSR, during the year under review, your Company has undertaken Rural Advancement and Educational Advancement programme which are broadly covered under schedule VII of the Companies Act, 2013. The brief details of CSR Policy and the amount spent during the FY24-25 on the said activities is enclosed as Annexure - B.

13. HUMAN RESOURCES:

At Arvind Smartspaces, Human Resources as a function is dedicated to more than just product

creation; your Company is committed to nurturing careers. As an Equal opportunity employer, Arvind SmartSpaces team comprises of a diversified array of talents collaborating harmoniously to re-define industries and envision new horizons.

Arvind SmartSpaces HR policy is to inculcate and encourage its employees and business partners performance and bring out ASL''s positive working culture and commitment to mutual respect and continuous improvement.

Your Company is working on individual''s strengths and expanding his / her role over the period of time as a part of job enlargement and providing them job enrichment. Your Company can easily witness or exhibit this in its current and for future leadership pipeline used as a part of potential assessment for building successive leaders.

Chat with M.D., Employee Engagement Programs, Sports Events, CLAP (Compliment, Laud, Appreciate, Praise) Cards are some of the few initiatives to bring out the best, motivate and recognize employees'' strengths. The Leadership Enclave / Town Hall Meets are few platforms where individual / team''s contribution to organizational success, has been recognized and rewarded.

Arvind SmartSpaces employee recruitment and selection policy describe its process for attracting and selecting external job candidates. Your Company is committed to its equal opportunity policy at every selection stage. This policy applies to all employees who are involved in hiring for your company. It refers to all potential job candidates.

14. RISK MANAGEMENT:

The Real Estate market is inherently a cyclical market and is affected by macroeconomic conditions, changes in governmental schemes, changes in supply and demand for products, availability of consumer finance and liquidity. These factors can affect the demand for both the forthcoming projects and also ongoing projects.

Arvind SmartSpaces has developed and implemented Risk Management Policy. The policy identifies the threat of adverse events which may affect shareholder''s value, ability of Company to achieve objectives or implement business strategies. Further, such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

Under the framework, your Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While Your Company, through its employees and Executive Management, continuously assess the identified Risks, the Risk Management Committee and the Audit Committee reviews the identified Risks and its mitigation measures annually.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an Internal Audit team and robust Internal Control System, which is further supported by external audit firm and group assurance team, commensurate with the size, scale and complexity of its operations. Moreover, the Internal Audit team alongwith external reviewers possess adequate experience and expertise in internal controls, operating system and standard operating procedures.

The system is supported by approved documented policies, guidelines and procedures in line with best industrial practices to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.

The Internal Audit team regularly reviews the adequacy of internal control systems in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of the internal audit function, process owners undertake corrective action within the stipulated timeline in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented on quarterly basis to the Audit Committee of the Board of Directors of your Company.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at https://www. arvindsmartspaces.com/investors/corporate-governance/

17. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31, 2024, the Company has 3 (three) wholly owned subsidiary companies, 27 (twenty- seven) subsidiary Limited Liability Partnerships (Direct or Indirect) and 1 (one) joint venture Limited Liability Partnership.

During the year under review, companies/LLPs/ entities which have become and/or ceased to be subsidiary, joint venture or associate of the

Company are given in the Note No. 36 to the Financial Statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a statement containing salient features of financial statements of subsidiaries, associates and joint venture Companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. Your Company will also make available these documents upon request by any member of Your Company interested in obtaining the same.

Your Company has framed a policy for determining material subsidiaries and can be accessed at the following Web-link: https:// www.arvindsmartspaces.com/wp-content/ uploads/2025/02/Policy-on-Determination-of-Material-Subsidiary.pdf

18. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of your Company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consist of 8 (eight) Directors out of which 1 (one) is Executive Director,

3 (three) are Non-Executive Non-Independent Directors including 1 (one) Nominee Director and

4 (four) are Non-Executive Independent Directors including a Woman Director. The composition is in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Kulin Sanjay Lalbhai (DIN: 05206878) shall retire by rotation at the ensuing 17^th Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.

The tenure of Mr. Pratul Krishnakant Shroff (DIN 00162576) and Mr. Prem Prakash Pangotra (DIN 00844391), as Non-Executive Independent Directors ended w.e.f. March 27, 2025 and hence they ceased to be the Independent Directors of the Company. Consequently, the Board of Directors of the Company, by passing circular resolutions on March 26, 2025, appointed Mr. Nilesh Dhirajlal Shah (DIN: 01711720) and Mr. Savan Godiawala (DIN: 07874111) as Additional Directors in the category of Non-Executive Independent Directors

w.e.f. March 28, 2025 and Members of the Company have also appointed them by passing special resolutions on May 8, 2025.

All the Independent Directors have submitted requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of the Companies Act, 2013.

During the year under review, Mr. Ankit Jain has resigned as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) w.e.f. April 22, 2024 and Mr. Mitanshu Shah, appointed as CFO & KMP w.e.f. June 1, 2024.

Consequent to the above, as on March 31, 2025, Mr. Kamal Singal - Managing Director & CEO, Mr. Mitanshu Shah - Chief Financial Officer and Mr. Prakash Makwana - Company Secretary are the key managerial personnel of the Company in terms of provisions of Section 203 of the Companies Act, 2013.

20. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board has carried out an evaluation of independent directors which includes the performance of directors, fulfilment of criteria of independence specified in these regulations and their independence from the Management, its own performance as well as evaluation of working of its Committees on the basis of criteria formulated by the Nomination and Remuneration Committee which are broadly in compliance with the Guidance Note on Board Evaluation issued by SEBI vide its Circular dated January 5, 2018. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. APPOINTMENT AND REMUNERATION POLICY:

Your Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The same can be accessed at the following

Weblink: https://www.arvindsmartspaces.com/

wp-content/uploads/2023/06/Nomination-and-Remuneration-Policy.pdf

22. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The same can be accessed at the following Web-link: https:// www.arvindsmartspaces.com/wp-content/ uploads/2025/03/Familiarization-Programmes-imparted-Independent-Directors.pdf

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

A calendar of Board and Committee Meetings is prepared and circulated in advance to the Directors to enable them to plan their schedule for effective participation in the Meetings.

During the year under review, 6 (six) meetings of the Board of Directors, 5 (five) meetings of Audit Committee, 3 (three) meeting of Nomination and Remuneration Committee, 2 (two) meetings of Risk Management Committee, 2 (two) meetings of Corporate Social Responsibility Committee, 1 (one) meeting of Stakeholders'' Relationship Committee, 1 (one) meeting of Independent Directors'' and 14 (fourteen) meetings of Management Committee of Board of Directors were convened and held, the details of which are provided in the Corporate Governance Report forming part of this Report.

24. COMMITTEES OF BOARD:

With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees and the details of such committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

25. DIRECTORâS 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 for the year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgements 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) they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared annual accounts on a going concern basis;

(e) they have laid down proper internal financial controls, which are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

26. RELATED PARTY TRANSACTIONS:

All transactions with Related Parties are placed before the Audit Committee and the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all the related party transaction specifying the nature, value and terms and conditions of the transactions is placed before the Audit Committee for their approval on a quarterly basis.

All the related party transactions are entered into on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the IND AS - 24.

The Policy on Related Party Transactions as approved by the Board can be accessed at the following Web-link: https://www.arvindsmartspaces.com/ wp-content/uploads/2025/02/Related-Party-Transactions-Policy.pdf

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. AUDITORS:(a) Statutory Auditor:

M/s. S R B C & Co LLP, Chartered Accountants, (ICAI Firm Registration No. 324982E / E300003) were re-appointed as Statutory Auditors of your Company at the 14^th Annual General Meeting ("AGMâ) held on August 12, 2022 for a period of 5 (five) consecutive years.

The Report given by M/s. S R B C & Co LLP, Chartered Accountants on the financial statements along with the notes to the financial statements of the Company for the financial year 2024-2025 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.

(b) Cost Auditors:

On the recommendation of the Audit Committee, your Board of Directors appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025), as Cost Auditors of the Company for the FY25-26 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s Kiran J. Mehta & Co. have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be ratified by the Members in a general meeting.

Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s Kiran J. Mehta & Co., Cost Auditors is included at Item No. 4 of the notice convening the AGM.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. N. V Kathiria & Associates, Practicing Company Secretaries, Ahmedabad, to conduct the Secretarial Audit of the Company for the FY24-25. Report of the Secretarial Audit in Form MR-3 for the financial year 2024-25 is enclosed as Annexure - C. The said Report does not have any qualification, reservation or adverse remark or disclaimer.

Further in accordance with view of the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 ("Listing Regulationsâ), the appointment of Secretarial Auditor is required to be approved by the Members in the Annual General Meeting and accordingly, a Resolution seeking approval of Members for the appointment of M/s. N. V. Kathiria & Associates, Practicing Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company for conducting Secretarial Audit and also to issue the Secretarial Compliance Report for the term of 5 (five) consecutive years from FY 2025-26 to FY 2029-30, is included at Item No. 5 of the notice convening the AGM.

29. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its shareholders are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

30. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, is set out as separate Annexure, together with the Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

31. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended on March 31, 2025 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report.

32. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the provisions of Secretarial Standard-1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

33. CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not given as the Company has not undertaken any manufacturing activity. There were no foreign Exchange Earnings or Outgo during the period under review except on foreign travelling.

34. ANNUAL RETURN:

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 can be accessed at the following Web-link: https/www. arvindsmartspaces.com/investors/updates/.

35. PARTICULARS OF EMPLOYEES:

Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, are given in Annexure - D to this report.

36. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance for Sexual Harassment at Workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Arvind SmartSpaces Limited Internal Complaint Committee ("ASLICCâ) is formed by the Company which is working under purview of group level Committee i.e. Arvind Internal Complaints Committee ("AICCâ), the details of which are declared across the organization. All the members of ASLICC are trained by the subject experts on handling the investigations and proceedings as defined in the policy

During the year, 6 complaints were filed and each of these cases have been investigated, necessary actions have been taken and closed.

37. ACKNOWLEDGEMENTS:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review viz.:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

(c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

(d) Any revision of financial statements and Director''s Report.

38. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their sincere thanks to all the employees, customers, suppliers, business associates bankers, investors, lenders, regulatory and government authorities and stock exchanges for their support.

Mar 31, 2024

The Directors have pleasure in presenting the 16^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2024.

1. FINANCIAL PERFORMANCE:

The highlights of the Financial Performance for year are as under:				(Rs. in Lac)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	15,07787	11,72 7 81	34,11772	25,591.68
Profit before Finance costs, Depreciation and Amortisation & Tax	7,518.26	5,41774	12,115.51	5,626.75
Less: Finance Costs	572.69	556.64	4,093.81	1,399.47
Less : Depreciation and Amortisation	244.69	128.01	450.40	270.90
Profit before share in profit/(loss) of Joint ventures & Tax	6,700.88	4,733.08	7,571.29	3,956.38
Share of Profit/(Loss) from Joint ventures	0.11	1.33	0.11	1.33
Profit before tax	6,700.99	4,734.41	7,571.40	3,957.71
Less : Current Tax	1,209.12	900.76	2,061.03	1,698.67
Less : Deferred Tax	(21.47)	6.34	401.29	(523.67)
Profit for the year	5,513.34	3,82731	5,109.08	2,782.71
Total comprehensive income for the year	5,480.34	3,810.30	5,076.08	2,765.70
Net Profit/(Loss) attributable to :
Equity holders of the parent	-	-	4,15706	2,560.75
Non-controlling interest	-	-	952.02	221.96

2. COMPANYâS PERFORMANCE / STATE OF COMPANYâS AFFAIRS:

Real estate prices have shown a steady increase, with the average annual growth rate rising from 2.3% in fiscal year 2022 to 3.8% in fiscal year 2023 and further to 4.3% in the first half of fiscal year 2024. Despite this upward trend in prices and the impact of higher interest rates, there has been a continued uptick in housing sales and new project launches, underscoring the resilience of income recovery and positive sentiment toward future prospects in the real estate sector.

While comparing Indian real estate sector vis-a-vis your Company, FY24 has been a strong year for your Company in terms of highest ever bookings, collections and launching of new projects. In FY24, your Company registered a booking value of Rs 1,107 Crores, a YoY growth of 38%. In terms of Projects Launching, your Company launched four projects successfully including Uplands 2.0 & 3.0, Forest Trails, Arvind Orchards and Rhythm of Life and which contributed 71% (Rs. 784 Cr) of annual booking value.

FY24 has been a historic year for the Company from a project addition perspective with cumulative new business development topline potential ~Rs. 4,150 Crores added during the year.

Your Company''s consolidated revenue for FY24, at Rs. 341 Crores is showing strong revenue growth of ~33% over last year. The EBITDA % to revenue from operations has grown by 33% in FY24. The profit after tax attributable to equity holders for the year has grown by 58% to Rs. 41 Crores.

Your Company recorded its highest ever annual collections of Rs 897 Crores, a YoY growth of 49%; highlighting the strong operational cycle of new sales, construction and delivery. During the year, Operating Cash Flows stood at Rs. 458 Crores as against Rs. 201 Crores previous year.

A more detailed analysis and commentary on financial performance is available in the Management Discussion and Analysis section of this report including project wise status on booking and revenue.

There are no material changes and commitments affecting the financial position of your company, which have occurred between the end of the FY23 and the date of this report.

Further, there has been no change in the nature of business of the Company.

3. DIVIDEND:

Your Directors have recommended a final dividend of Rs. 2.50/- per equity share and special dividend of Rs. 1.00/- per equity share, totaling Rs. 3.50/-per equity share of Rs. 10/- each (i.e. 35%), for the financial year ended on March 31, 2024. Dividend pay-out is in accordance with the Company''s dividend distribution policy. The dividend, if approved by the members at the ensuing Annual General Meeting, would involve a cash outflow of about Rs. 158704 Lac. The dividend will be paid after deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date.

4. TRANSFER TO RESERVES:

The Directors have decided not to transfer any amount to the General Reserve for the year under review.

5. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No Material Changes have taken place from the end of the financial year till the date of this report.

6. SHARE CAPITAL:

During the year under review, there has been no change in the authorised share capital of the Company. The authorised share capital of the Company as on March 31, 2024 stood at Rs. 50.00 Cr divided into 5.00 Cr equity share of Rs. 10/- each.

During the year under review, the Company has allotted 0.32 Lac equity shares of Rs. 10/- each to the eligible employees pursuant to the exercise of stock options granted to them in terms of the Arvind Infrastructure Limited - Employees Stock Option Plan - 2016. Consequently, the paid-up equity share capital of the Company stood at Rs. 4534.40 Lac consisting of 4,53,43,979 equity shares of Rs.10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

7. EMPLOYEE STOCK OPTION SCHEME:

The Company has instituted Arvind Infrastructure Limited - Employees Stock Option Plan - 2016 (AIL ESOP - 2016) to grant equity-based incentives to certain eligible employees, directors of the Company and its Subsidiary Companies. During the year under review, the Company has not granted any stock options. There is no material change in AIL ESOP - 2016 during the year under review and the scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The certificate of the Secretarial Auditor regarding implementation of scheme shall be made available for inspection of members in electronic mode at Annual General Meeting.

8. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT, 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

9. FINANCE:

During the year, the Company has availed net borrowings of Rs. 1,035 Lac. The investments in new Lands and projects during the year has been funded out of strong business inflows and incremental borrowings. The Total Standalone Debt of the Company stands at Rs. 6,191 Lac as on March 31, 2024. On a consolidated basis net interest bearing funds has decreased from ~ Rs.(3,000) Lac to ~Rs.(4,100) Lac. The Net Debt to Equity ratio on a consolidated basis as on March 31, 2024 is -0.10 as compared to -0.07 as on March 31,2023. This does not include Optionally Convertible Debentures issued to HCARE-3.

10. DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

11. PARTICULARSOFLOANS,GUARANTEES, OR INVESTMENTS UNDER SECTION 186:

12. CONSOLIDATED FINANCIAL STATEMENTS:

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Your Company undertakes "Corporate Social Responsibilityâ (CSR) initiatives through Strategic Help Alliance for Relief to Distressed Area (SHARDA) Trust and Arvind Foundation (AF).

As a part of CSR, during the year under review, your Company has undertaken Rural Advancement and Educational Advancement programme which are broadly covered under schedule VII of the Companies Act, 2013. The brief details of CSR Policy and the amount spent during the FY23-24 on the said activity is enclosed as Annexure - B.

14. HUMAN RESOURCES:

At Arvind Smartspaces, Human Resources as a function is dedicated to more than just product creation; we are committed to nurturing careers. As an Equal opportunity employer, our team comprises of a diversified array of talents collaborating harmoniously to re-define industries and envision new horizons.

Our HR policy is to inculcate and encourage our employees and business partners performance and bring out ASL''s positive working culture and commitment to mutual respect and continuous improvement.

We are working on individual''s strengths and expanding his / her role over the period of time as a part of job enlargement and providing them job enrichment. We can easily witness or exhibit this in our current and for future leadership pipeline used as a part of potential assessment for building successive leaders.

individual / team''s contribution to organizational success, has been recognized and rewarded.

Our employee recruitment and selection policy describe our process for attracting and selecting external job candidates. We are committed to our equal opportunity policy at every selection stage. This policy applies to all employees who are involved in hiring for our company. It refers to all potential job candidates.

15. RISK MANAGEMENT:

The Company has developed and implemented Risk Management Policy. The policy identifies the threat of adverse events which may affect shareholder''s value, ability of Company to achieve objectives or implement business strategies. Further, such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Risk Management Committee and the Audit Committee reviews the identified Risks and its mitigation measures annually.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Audit team and an Internal Control System, which is further supported by external audit firm and group assurance team, commensurate with the size, scale and complexity of its operations. Moreover, the Company''s Internal Audit team alongwith external reviewers possess adequate experience and expertise in internal controls, operating system and standard operating procedures.

owners undertake corrective action within the stipulated timeline in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented on quarterly basis to the Audit Committee of the Board of Directors of the Company.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at httpsy/www.arvindsmartspaces. com/investors/corporate-governance/

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31, 2024, the Company has 3 (three) wholly owned subsidiary companies, 21 (twenty-one) subsidiary Limited Liability Partnerships (Direct or Indirect) and 1 (one) joint venture Limited Liability Partnership.

During the year under review, companies/LLPs/ entities which have become and/or ceased to be subsidiary, joint venture or associate of the Company are given in the note no. 36 to the Financial Statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a statement containing salient features of financial statements of subsidiaries, associates and joint venture Companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

The Company has framed a policy for determining material subsidiaries and can be accessed at the following Web-link: https:// www.arvindsmartspaces.com/wp-content/ uploads/2022/02/Material-Subsidiaries.pdf

19. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consist of 8 (eight) Directors out of which 1 (one) is Executive Director, 3 (three) are Non-Executive Non-Independent

Directors including 1 (one) Nominee Director and 4 (four) are Non-Executive Independent Directors including a Woman Director. The composition is in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Sanjay S. Lalbhai (DIN: 00008329) shall retire by rotation at the ensuing 16^th Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.

It is proposed to re-appoint Ms. Pallavi Vyas as an Independent Director, not liable to retire by rotation, for the second term of 5 (five) years with effect from August 5, 2024 to August 4, 2029 by passing special resolution as set out in item No. 4 of the notice convening the AGM. Ms. Pallavi Vyas is appointed as an Independent Director, not liable to retire by rotation, in the Annual General Meeting of the Company held on September 29, 2020 for a period of 5 (five) years, with effect from August 5, 2019 to August 4, 2024.

The Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of the Companies Act, 2013.

As on March 31, 2024, Mr. Kamal Singal - Managing Director & CEO, Mr. Ankit Jain - Chief Financial Officer and Mr. Prakash Makwana - Company Secretary are the key managerial personnel of the Company in terms of provisions of Section 203 of the Companies Act, 2013. During the year, Mr. Ankit Jain, Chief Financial Officer has resigned with effect from April 22, 2024.

21. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of independent directors which includes the performance of directors, fulfilment of criteria of independence specified in these regulations and their independence from the Management, its own performance as well as evaluation of working of its Committees on the basis of criteria formulated by the Nomination and Remuneration Committee which are broadly in compliance with the Guidance

Note on Board Evaluation issued by SEBI vide its Circular dated January 5, 2018. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

22. APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The same can be accessed at the following Weblink: https:// www.arvindsmartspaces.com/wp-content/ uploads/2023/06/Nomination-and-Remuneration-Policy.pdf

23. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The same can be accessed at the following Web-link: https://www.arvindsmartspaces.com/wp-content/ uploads/2024/04/Familiarization-Programmes-imparted-Independent-Directors-2.pdf

24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

A calendar of Board and Committee Meetings is prepared and circulated in advance to the Directors to enable them to plan their schedule for effective participation in the Meetings.

During the year under review, 4 (four) meetings of the Board of Directors, 4 (four) meetings of Audit Committee, 2 (two) meetings of Corporate Social Responsibility Committee, 2 (two) meetings of Risk Management Committee, 1 (one) meeting of Nomination and Remuneration Committee, 1 (one) meeting of Stakeholders'' Relationship Committee, 1 (one) meeting of Independent Directors'' and 13 (thirteen) meetings of Management Committee of Board of Directors were convened and held, the details of which are provided in the Corporate Governance Report forming part of this Report.

25. COMMITTEES OF BOARD:

the Corporate Governance Report, which forms part of this Annual Report.

26. DIRECTORâS 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 for the year ended on March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(d) they have prepared annual accounts on a going concern basis;

(e) they have laid down proper internal financial controls, which are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

27. RELATED PARTY TRANSACTIONS:

made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the IND AS - 24.

The Policy on Related Party Transactions as approved by the Board can be accessed at the following Web-link: https://www.arvindsmartspaces.com/

wp-content/uploads/2022/06/Related-Party-Transactions-Policy.pdf

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

29.AUDITORS:

(a) Statutory Auditor:

The Report given by M/s. S R B C & Co LLP, Chartered Accountants on the financial statements along with the notes to the financial statements of the Company for the financial year 2023-2024 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.

(b) Cost Auditors:

and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be ratified by the Members in a general meeting.

Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s Kiran J. Mehta & Co., Cost Auditors is included at Item No. 5 of the notice convening the Annual General Meeting.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N. V. Kathiria & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the FY23-24. Report of the Secretarial Audit in Form MR-3 for the financial year 2023-24 is enclosed as Annexure - C. The said Report does not have any qualification, reservation or adverse remark or disclaimer.

In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, Secretarial Audit Report in respect of material subsidiary is also enclosed as Annexure - C1.

30. ENHANCING SHAREHOLDERS VALUE:

31. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32.BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended on March 31, 2024 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report.

33.SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of Secretarial Standard-1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

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

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not given as the Company has not undertaken any manufacturing activity There were no foreign Exchange Earnings or Outgo during the period under review except on foreign travelling.

35. ANNUAL RETURN:

36. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual

General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

37. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for Sexual Harassment at Workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Arvind SmartSpaces Limited Internal Complaint Committee ("ASLICCâ) is formed by the Company which is working under purview of group level Committee i.e. Arvind Internal Complaints Committee ("AICCâ), the details of which are declared across the organization. All the members of ASLICC are trained by the subject experts on handling the investigations and proceedings as defined in the policy.

During the FY23-24 the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2024.

38. ACKNOWLEDGEMENTS:

Mar 31, 2023

The Directors have pleasure in presenting the Fifteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2023.

1. FINANCIAL PERFORMANCE:

The highlights of the Financial Performance for year are as under:

[Rs. In Lacs]
Particulars	Standalone		Consolidated
Particulars	FY22-23	FY21-22	FY22-23	FY21-22
Revenue from Operations	11,72781	12,01705	25,591.68	25,684.41
Profit before Finance costs, Depreciation and Amortisation & Tax	5,41774	5,842.35	5,626.75	5,668.17
Less: Finance Costs	556.64	1,13733	1,399.47	1,683.41
Less : Depreciation and Amortisation	128.01	93.85	270.90	150.77
Profit before share in profit/(loss) of Joint ventures & Tax	4,733.08	4,611.17	3,956.38	3,833.99
Share of Profit/(Loss) from Joint ventures	1.33	(71.97)	1.33	(71.97)
Profit before tax	4,734.41	4,539.20	3,95771	3,762.02
Less : Current Tax	900.76	62769	1,698.67	2,614.95
Less : Deferred Tax	6.34	703	(523.67)	(1,330.07)
Profit for the year	3,82731	3,904.48	2,782.71	2,47714
Total comprehensive income for the year	3,810.30	3,905.62	2,765.70	2,478.28
Net Profit/(Loss) attributable to :
Equity holders of the parent	-	-	2,560.75	2,505.83
Non-controlling interest	-	-	221.96	(28.69)

2. COMPANYâS PERFORMANCE / STATE OF COMPANYâS AFFAIRS:

Real estate sector is one of the fourteen major economic sectors in India. This growth momentum is further expected to be catalysed by a sheer and unwavering demand in residential market reaching a record nine-year high despite a 250-bps policy rate hike by the Reserve Bank of India in FY22-23 to combat inflation. In FY22-23, a total of Rs. 3.13 Lacs crore residential units were sold across the major eight real estate markets, reflecting a year-on-year (YoY) growth of 31%. Additionally, the number of new home launches increased significantly by 44% YoY, with 337, 254 new units added during FY22-23. The real estate up-cycle is expected to remain strong due to factors such as lifestyle changes, demand for contemporary amenities and the increased adoption of hybrid work models. The cycle is primarily driven by end consumption, making it more sustainable.

The Company''s consolidated financial performance shows flat revenue growth from operations for

FY22-23 with a growth of ~0% over last year to Rs. 25,592 Lacs. The EBITDA % to revenue from operations has remained flat around 19% in both FY21-22 and FY22-23. The profit after tax attributable to equity holders for the year has grown by 2% to Rs. 2,561 Lacs with similar levels of revenue recognition. The Net Debt to Equity ratio on a consolidated basis as on March 31, 2023 is -0.07 as compared to -0.26 as on March 31, 2022 increased mainly due to fresh capital investments for new project/land.

The Pre-sales of the Company during the year has continued its strong momentum with achievement of Rs. 80,200 Lacs with 33% growth over last year backed by successful launches of Greatlands phase 1, Greatlands phase 2 and Fruits of Life. The momentum in collections continued with ~Rs. 60,000 Lacs of collections during the year.

A more detailed analysis and commentary is available in the Management Discussion and

Analysis section of this report including project wise status on booking and revenue.

There are no material changes and commitments affecting the financial position of your company, which have occurred between the end of the FY22-23 and the date of this report.

Further, there has been no change in the nature of business of the Company.

3. DIVIDEND:

Your Directors have recommended a final dividend of Rs. 1.65/- per equity share and one-time special dividend of Rs. 1.65/- per equity share, totaling to Rs. 3.30/- per equity share of Rs. 10/- each (i.e. 33%), for the financial year ended on March 31, 2023. Dividend pay-out is in accordance with the Company''s dividend distribution policy and will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date. The dividend, if approved by the members, would involve a cash outflow of about Rs. 1495.30 Lacs.

4. TRANSFER TO RESERVES:

The Directors have decided not to transfer any amount to the General Reserve for the year under review.

5. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No Material Changes have taken place from the end of the financial year till the date of this report.

6. SHARE CAPITAL:

During the year under review, there has been no change in the authorised share capital of the Company. The authorised share capital of the Company as on March 31, 2023 stood at Rs. 50.00 Cr divided into Rs. 5.00 Cr equity share of Rs. 10/- each.

During the year under review, the Company has issued and allotted 28.50 Lacs Equity shares pursuant to conversion of warrants allotted to Kausalya Realserve LLP wherein Mr. Kamal Singal, MD & CEO of the Company and his relatives are the partners, on a preferential basis.

Consequently, the paid up equity share capital of the Company as on March 31, 2023 stood at Rs. 4,531.20 Lacs divided into Rs. 453.12 Lacs equity share of Rs. 10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

7. EMPLOYEE STOCK OPTION SCHEME:

The Company has instituted Arvind Infrastructure Limited - Employees Stock Option Plan - 2016 (AIL ESOP - 2016) to grant equity based incentives to certain eligible employees, directors of the Company and its Subsidiary Companies. During the year under review, the Company has not granted any stock options.

8. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT, 2013:

9. FINANCE:

During the year, the Company has availed borrowings and infused funds for new project investments and inflow from business cashflow resulted into net increase in loan book by Rs. 7,700 Lacs backed by strong business cash flows. Total Standalone Debt of the Company stands at Rs. 5,193 Lacs as on March 31, 2023 with net debt of (~-1779) Lacs as on March 31, 2023. On a consolidated basis net interest bearing funds has been reduced from ~ Rs. (10,700) Lacs to ~Rs. (3,000) Lacs excluding loan component of Optionally Convertible Debentures issued to HCARE-1 and HCARE-3 mainly due to investments in new Lands and projects

10. CREDIT RATING:

Indian Ratings and Research (âIRAâ) has vide its rating letter dated December 27, 2022, (a) affirmed its rating âIND A/Positiveâ to the proposed term loan of Rs. 325/- Cr (reduced from Rs. 400/- Cr (b) assigned its rating âIND A/Positiveâ to the Proposed non-convertible debentures (NCDs) of Rs. 75 Cr.

11. DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits falling under

the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder. Further there are no outstanding deposits as at March 31, 2023.

12. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:

13. CONSOLIDATED FINANCIAL STATEMENTS:

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Your Company undertakes âCorporate Social Responsibility'''' (CSR) initiatives through Strategic Help Alliance for Relief to Distressed Area (SHARDA) Trust. During the FY22-23, the Company included Arvind Foundation (AF) as their CSR implementing agency for undertaking CSR Initiatives.

As a part of CSR, during the year under review, your Company has undertaken Rural Advancement and Educational Advancement programme which are broadly covered under schedule VII of the Companies Act, 2013. The brief details of CSR Policy and the amount spent during the FY22-23 on the said activity is enclosed as Annexure - B.

15. HUMAN RESOURCES:

The Company believes that Human Resources will play a significant role in its future growth. With an unswerving focus on nurturing and retaining talent, the Company provides avenues for learning and development through functional, behavioural and leadership training programs, knowledge exchange conferences, communication channels for information sharing to name a few. The Company provides various opportunities to the employees to develop and hone their skills to take up higher responsibilities in the organization.

A well - defined competency framework outlines the leadership behaviours expected from employees to be successful in Arvind Group. The Company also uses various communication channels to seek employees'' feedback about the overall working environment and the necessary tools and resources they need to perform at their best potential.

Diverse employee engagement initiatives are launched to ensure employees of various age and

background continue to be effective in their roles and build meaningful career at Arvind.

The Group''s Corporate Human Resources plays a critical role in company''s talent management process.

16. RISK MANAGEMENT:

The Company has developed and implemented Risk Management Policy. The policy identifies the threat of adverse events which may affect shareholder''s value, ability of Company to achieve objectives or implement business strategies. Further, such risk are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

presented on quarterly basis to the Audit Committee of the Board of Directors of the Company.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at https://www. arvindsmartspaces.com/investors/corporate-governance/

19. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31, 2023, the Company has 3 (three) wholly owned subsidiary companies, 13 (thirteen) subsidiary Limited Liability Partnerships and 2 (two) Joint venture Limited Liability Partnerships.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a statement containing salient features of financial statements of subsidiaries, associates and joint venture Companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2023 the Board of Directors consist of 8 (eight) Directors out of which 1 (one) is Executive Director, 3 (three) are Non-Executive Non-Independent Directors including 1 (one) Nominee Director and 4 (four) are Non-Executive Independent Directors including a Woman Director. The composition is in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Kulin S. Lalbhai (DIN: 05206878) shall retire by rotation at the ensuing 15^th Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of the Companies Act, 2013.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Kamal Singal - Managing Director & CEO, Mr. Ankit Jain - Chief Financial Officer and Mr. Prakash Makwana - Company Secretary are the key managerial personnel of the Company as on March 31, 2023.

21. FORMAL ANNUAL EVALUATION:

22. APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The same can be accessed at the following Web-link: https://www.arvindsmartspaces.com/wp-content/uploads/2023/06/Nomination-and-Remuneration-Policy.pdf

23. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

can be accessed at the following Web-link: https:// www.arvindsmartspaces.com/wp-content/ uploads/2023/05/Familiarization-Proqrammes-imparted-Independent-Directors.pdf

24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

A calendar of Board and Committee Meetings is prepared and circulated in advance to the Directors to enable them to plan their schedule for effective participation in the Meetings.

During the year under review, 5 (five) meetings of the Board of Directors, 5 (five) meetings of Audit Committee, 2 (two) meetings of Corporate Social Responsibility Committee, 2 (two) meetings of Risk Management Committee, 1 (one) meeting of Nomination and Remuneration Committee, 1 (one) meeting of Stakeholders'' Relationship Committee, 1 (one) meeting of Independent Directors'' and 17 (seventeen) meetings of Management Committee of Board of Directors were convened and held, the details of which are provided in the Corporate Governance Report forming part of this Report.

25. DIRECTORSâ 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 for the year ended on March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(d) they have prepared annual accounts on a going concern basis;

(e) they have laid down proper internal financial controls, which are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and su ch systems are adeq u ate and operating effectively.

26. RELATED PARTY TRANSACTIONS:

All transactions with Related Parties are placed before the Audit Committee and the Board for their approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all the related party transaction specifying the nature, value and terms and conditions of the transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board can be accessed at the following Web-link: https://www.arvindsmartspaces.com/ wp-content/uploads/2022/06/Related-Party-Transactions-Policy.pdf

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. AUDITORS:

(a) Statutory Auditor:

M/s. S R B C & Co LLP, Chartered Accountants, (ICAI Firm Registration No. 324982E / E300003) were re-appointed as Statutory Auditors of your Company at the 14^th Annual General Meeting (âAGMâ) held on August 12, 2022 for a period of 5 (five) consecutive years.

no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.

(b) Cost Auditors:

On the recommendation of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025), as Cost Auditors of the Company for the FY23-24 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s Kiran J. Mehta & Co. have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be ratified by the Members in a general meeting.

Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s Kiran J. Mehta & Co., Cost Auditors is included at Item No. 4 of the notice convening the Annual General Meeting.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N. V. Kathiria & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the FY22-23. Report of the Secretarial Audit in Form MR-3 for the financial year 2022-23 is enclosed as Annexure - C. The said Report does not have any qualification, reservation or adverse remark or disclaimer.

29. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

30. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

31. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the year ended on March 31, 2023 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report.

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

33. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, your Company has transferred the unclaimed sale proceeds of fractional shares arose out of demerger of Real Estate Undertaking of Arvind Limited to Arvind Infrastructure Limited (now known as Arvind SmartSpaces Limited), aggregating to Rs. 6.21 Lacs which were lying with the Company for a period of seven years, to the Investor Education and Protection Fund established by the Central Government, in accordance with the requirements of Section 125 of the Companies Act, 2013.

34. ANNUAL RETURN:

35. PARTICULARS OF EMPLOYEES:

the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

36. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for Sexual Harassment at Workplace and has adopted a policy against sexual harassment in line with the

provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Arvind SmartSpaces Limited Internal Complaint Committee (âASLICCâ) is formed by the Company which is working under purview of group level Committee i.e. Arvind Internal Complaints Committee (âAICCâ), the details of which are declared across the organization. All the members of ASLICC are trained by the subject experts on handling the investigations and proceedings as defined in the policy.

During the FY22-23 the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2023.

37. ACKNOWLEDGEMENTS:

Mar 31, 2022

Your Directors have pleasure in presenting the Fourteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31^st March, 2022.

1. FINANCIAL RESULTS:

The highlights of the Financial Performance for year are as under:

[Rs. in lacs]

Particulars	Standalone		Consolidated
Particulars	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	12,017.05	9,387.13	25,684.41	14,925.81
Profit before Finance costs, Depreciation and Amortisation & Tax	5,842.35	3,851.74	5,668.17	4,250.18
Less: Finance Costs	1,137.33	1,967.16	1,683.41	2,687.00
Less : Depreciation and Amortisation	9385	85.76	150.77	113.16
Profit before share in profit/(loss) of Joint ventures & Tax	4,611.17	1,798.82	3,833.99	1,450.02
Share of Profit/(Loss) from Joint ventures	(7¹-97)	0.20	⁽7¹97⁾	0.20
Profit before tax	4,53920	1,799.02	3,762.02	1,450.22
Less : Current Tax	627.69	400.08	2,614.95	628.33
Less : Deferred Tax	7.03	1.80	(1,33007)	(81.09)
Profit for the year	3,904.48	1,397.14	2,477.14	902.98
Total comprehensive income for the year	3,905.62	1,373.97	2,478.28	879.82
Net Profit/(Loss) attributable for the year to :
Equity holders of the parent	-	-	2,505.83	874.68
Non-controlling interest	-	-	(28.69)	28.30

2. COMPANY''S PERFORMANCE / STATE OF COMPANYâS AFFAIRS:

The company''s financial performance shows strong revenue growth from operations for FY22 with a growth of -72% over last year to Rs. 25684 lacs. The EBITDA % to revenue from operations has declined from 27% last year to 19% during FY22 mainly due to completion of Oasis and Aavishkar being low margin projects. The profit after tax attributable to equity holders for the year has grown by 186% to Rs. 2506 lacs with higher revenue recognition and reduction in interest cost. The Net Debt to Equity ratio on a consolidated basis as on 31^st March, 2022 is (0.27) as compared to 0.50 as on 31^st March, 2021 backed by prepayment of Debt and increased Equity base from fresh equity issuance on preferential basis during the year.

The fresh sales for the Company during the year has continued its strong momentum with achievement of Rs. 60133 lacs with 14% growth over last year.

A more detailed analysis and commentary is available in the Management Discussion and Analysis section of this report including project wise status on booking and revenue.

There are no material changes and commitments affecting the financial position of your company, which have occurred between the end of the FY22 and the date of this report.

Further, there has been no change in the nature of business of the Company.

3. DIVIDEND:

Keeping in mind the need to conserve the resources for the future development of the Company, your Directors do not recommend any dividend on Equity Shares for the year under review.

4. TRANSFER TO RESERVES:

During the year under review, your Company has not transferred any amount to reserves.

5. SHARE CAPITAL:

During the year under review, there has been no change in the authorised share capital of the Company. The authorised share capital of the Company as on 31^st March, 2022 stood at Rs. 50.00 crores divided into 5.00 crores equity share of Rs. 10/-each.

During the year under review, the Company has issued following securities:

(a) Preferential Issue of Warrants:

The Company has allotted 28,50,000 warrants at a price of Rs. 102.00 per warrant, aggregating to Rs. 29,07,00,000/- to Kausalya Realserve LLP wherein Mr. Kamal Singal, MD & CEO of the Company and his relatives are the partners, on a preferential basis.

(b) Preferential Issue of Equity Shares:

The Company has allotted (1) 40,32,200 Equity Shares to HDFC CAPITAL AFFORDABLE REAL ESTATE FUND - 1, a Category II Alternative Investment Fund and (2) 28,22,500 Equity Shares to Promoter Group entities aggregating to 64,54,700 Equity Shares at a price of Rs. 124.00 per Equity Share of Rs. 10/- each aggregating to Rs. 84,99,82,800/- on Preferential basis.

The Company has allotted 53,729 Equity Shares of Rs. 10/-each pursuant to exercise of ESOP by the eligible employee/grantee under the Arvind Infrastructure Limited (now Arvind SmartSpaces Limited) - Employees Stock Option Scheme - 2013 (AIL ESOP - 2013).

Consequently, the paid up equity share capital of the Company as on 31^st March, 2022 stood at Rs. 4246.20 lacs divided into 424.62 lacs equity share of Rs. 10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

6. EMPLOYEE STOCK OPTION SCHEME:

The Company has instituted the Arvind Infrastructure Limited (now Arvind SmartSpaces Limited) - Employees Stock Option Scheme - 2013 (AIL ESOP - 2013) as well as Arvind Infrastructure Limited - Employees Stock Option Plan - 2016 (AIL ESOP - 2016) to grant equity based incentives to certain eligible employees, directors of the Company and its Subsidiary Companies. During the year under review, the Company has granted 4,50,000 stock options.

7. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT, 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights

not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

8. FINANCE:

During the year, the Company has repaid borrowings largely from capital infusion and business cashflow resulted to decrease in loan book by Rs. 11714.74 lacs backed by strong business cash flows. Total Standalone Debt of the Company stands at Rs. 196.87 lacs as on 31^st March, 2022 with net debt of (-13811) lacs as on 31^st March, 2022. On a consolidated basis debt has been reduced from -17420 lacs to -197 lacs excluding loan component of Optionally Convertible Debentures issued to HDFC capital advisors.

9. CREDIT RATING:

Indian Ratings and Research (âIRAâ) has vide its rating letter dated 22^nd February, 2022, (a) upgraded its rating "IND A/Positive" to the proposed term loan of Rs. 300/- Crores and (b) assigned its rating âIND A/Positiveâ to the proposed term loan of Rs. 100 Crores.

10. DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits falling under the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder. Further there are no outstanding deposits as at 31^st March, 2022.

11. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:

12. CONSOLIDATED FINANCIAL STATEMENTS:

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Your Company undertakes âCorporate Social Responsibility'''' (CSR) initiatives through Strategic Help Alliance for Relief to Distressed Area (âSHARDAâ) Trust and Narottam Lalbhai Rural Development Fund (âNLRDFâ). SHARDA Trust has been active in improving the quality of life of the poor for over two and half decades. During the year 2021-22, the Company included Arvind Foundation as their CSR implementing agency for undertaking CSR Initiatives.

As a part of CSR, during the year under review, your Company has undertaken the following initiatives around its sites, offices and subsidiaries and are broadly covered under schedule VII of the Companies Act, 2013:

(a) Projects around Company''s Area of Operations;

(b) COVID Relief; and

During the year under review, your Company worked on initiatives mentioned under point no. (a) and (b) above. The brief details of CSR Policy and the amount spent during the financial year 2021-22 on the said activity is enclosed as Annexure - B.

14. HUMAN RESOURCES:

Diverse employee engagement initiatives are launched to ensure employees of various age and background continue to be effective in their roles and build meaningful career at Arvind.

The Group''s Corporate Human Resources plays a critical role in company''s talent management process.

15. RISK MANAGEMENT:

The Company has developed and implemented Risk Management Policy. The policy identifies the threat of adverse events which may affect shareholder''s value, ability of Company to achieve objectives or implement business strategies. Further, such risk are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Board / Audit Committee reviews the identified Risks and its mitigation measures annually.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

https://www.arvindsmartspaces.com/investors/corporate-governance/

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company ceased to be subsidiary of Aura Securities Private Limited. As on 31^st March, 2022, the Company has 2 (two) wholly owned subsidiary companies, 11 (eleven) subsidiary Limited Liability Partnerships and 2 (two) Joint venture Limited Liability Partnerships.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a statement containing salient features of financial statements of subsidiaries, associates and joint venture Companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

The Company has framed a policy for determining material subsidiaries, which has been posted on company''s website at https://www.arvindsmartspaces.eom/i nvestors/corporate-governance/

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2022 the Board of Directors consist of 8 (eight) Directors out of which 1 (one) is Executive Director, 3 (three) are Non-Executive Non-Independent Directors including 1 (one) Nominee Director and 4 (four) are Non-Executive Independent Directors including a Woman Director. The composition is in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Sanjay S. Lalbhai (DIN: 00008329) shall retire by rotation at the ensuing 14^th Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.

During the year, Mr. Vipul Roongta (DIN: 00448143) was appointed as Non-Executive Nominee Director with effect from 12^th November, 2021.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of the Companies Act, 2013.

20. FORMAL ANNUAL EVALUATION:

21. APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The same is posted on Company''s website at https://www.arvindsmartspaces.com/investors/corporate-governance/

22. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

https://www.arvindsmartspaces.com/investors/updates/

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

A calendar of Board and Committee Meetings is prepared and circulated in advance to the Directors to enable them to plan their schedule for effective participation in the Meetings.

During the year under review, 6 (six) meetings of the Board of Directors, 5 (five) meetings of Audit Committee, 2 (two) meetings of Corporate Social Responsibility Committee, 1 (one) meeting of Nomination and Remuneration Committee, 1 (one) meeting of Stakeholders'' Relationship Committee and 21 (twenty-one) meetings of Management Committee of Board of Directors were convened and held, the details of which are provided in the Corporate Governance Report forming part of this Report.

24. DIRECTORâS 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 for the year ended on 31^st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(d) they have prepared annual accounts on a going concern basis;

(e) they have laid down proper internal financial controls, which are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

25. RELATED PARTY TRANSACTIONS:

The Policy on Related Party Transactions as approved by the Board is posted on Company''s website at https://www.arvindsmartspaces.com/investors/corporate-governance/

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. AUDITORS:

(a) Statutory Auditor:

M/s. S R B C & Co LLP, Chartered Accountants, (ICAI Firm Registration No. 324982E / E300003) were appointed as Statutory Auditors of your Company at the Annual General Meeting (âAGMâ) held on 14^th September, 2017 for a period

of 5 (five) consecutive years and is eligible for reappointment. The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. The members are requested to consider their

re-appointment as Statutory Auditors of the Company, for the second term of five consecutive years, who shall hold office from the conclusion of this 14^th AGM till the conclusion of the 19^th AGM of the Company.

The Report given by M/s. S R B C & Co LLP, Chartered Accountants on the financial statements along with the notes to the financial statements of the Company for the financial year 2021-2022 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.

(b) Cost Auditors:

On the recommendation of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025), as Cost Auditors of the Company for the year 2022-23 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s Kiran J. Mehta & Co. have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be ratified by the Members in a general meeting.

Secretarial Audit of the Company for the financial year 2021-22. Report of the Secretarial Audit in Form MR-3 for the financial year 2021-22 is enclosed as Annexure - C. The said Report does not have any qualification, reservation or adverse remark or disclaimer.

28. ENHANCING SHAREHOLDERS VALUE:

29. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

The Corporate Governance Report and Management Discussion & Analysis, which forms part of this Report, is set out as separate Annexure, together with the Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the year ended 31^st March, 2022 is being reported on voluntary basis, even though it is not applicable to the Company since it is not falling within the prescribed threshold of market capitalization as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

32. ANNUAL RETURN:

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is posted on Company''s website at https://www.arvindsmartspaces.com/investors/updates/

33. PARTICULARS OF EMPLOYEES:

34. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for Sexual Harassment at Workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Arvind SmartSpaces Limited Internal Complaint Committee (âASLI CCâ) is formed by the Company which is working under purview of group level Committee i.e. Arvind Internal Complaints Committee (âAICCâ), the details of which are declared across the organization. All the members of ASLICC are trained by the subject experts on handling the investigations and proceedings as defined in the policy.

During the financial year 2021-22 the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31^st March, 2022.

35. ACKNOWLEDGEMENTS:

By Order of the Board

D ate: 20^th May, 2022 Sanjay S. Lalbhai

Place: Ahme dabad Chairman

Mar 31, 2018

The Directors have pleasure in presenting the Tenth Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the financial year ended on 31^st March, 2018.

1. FINANCIAL RESULTS :

Highlights of the Financial Results for year are as under: [Rs. in lacs]

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Total Revenue	14,216.01	9,484.30	20,224.07	15,874.13
Profit before Finance costs, Depreciation and Amortisation & Tax	5,068.99	3,234.66	6,495.41	4,421.25
Less: Finance Costs	1,465.22	1,158.03	1,539.29	1,158.03
Less : Depreciation and Amortisation	85.25	82.17	109.39	103.34
Profit before share in profit/(loss) of Joint ventures & Tax	3,518.52	1,994.46	4,846.73	3,159.88
Share of Profit/(Loss) from Joint ventures	-	-	(12.74)	69.79
Profit before tax	3518.52	1,994.46	4,833 99	3,229.67
Less : Current Tax	536.16	⁽37.74⁾	1,679.47	1095.99
Less : Deferred Tax	4.33	⁽26.75⁾	10.44	(31.34)
Profit for the year	2,978.02	2,058.95	3,144.08	2,165.02
Other comprehensive income (net of tax)	(6.45)	⁽1.49⁾	(6.45)	⁽1.49⁾
Total comprehensive income for the year	2,971.57	2,057.46	3,137.63	2,163.53
Profit/(Loss) attributable to :
Equity holders of the parent	-	-	3,011.05	2,026.57
Non-controlling interest	-	-	126.58	136.96

2. OPERATIONS :

The standalone total revenue of the company stood at Rs.14,216.01 lacs compared to Rs.9,484.30 lacs in the previous year, showing an increase of 50%. Total comprehensive income stood at Rs.2,971.57 lacs as compared to Rs.2,057.46 lacs in the previous fiscal, showing an increase of 44%.

The consolidated total revenue of the company stood at Rs.20,224.07 lacs compared to Rs.15,874.13 lacs in the previous fiscal, showing an increase of 27%. Total comprehensive income stood at Rs.3,137.63 lacs as compared to Rs.2,163.53 lacs in the previous fiscal, showing an increase of 45%.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report which forms part of this report.

3. DIVIDEND:

Keeping in mind the need to conserve the resources for the future development of the Company, your Directors do not recommended any dividend on Equity Shares for the year under review.

4. TRANSFER TO RESERVES:

During the year under review, no amount is appropriated from Profit and Loss Account and transferred to any Reserve Account.

5. SHARE CAPITAL:

During the year, with the approval of the members at the Extraordinary General Meeting held on 25^th January, 2018, the authorised share capital of the Company was increased to Rs.50,00,00,000 by creation of additional 1,50,00,000 (One Crore Fifty lacs) equity shares of Rs.10/-(Rupees Ten).

During the year 2017-18, the Company has allotted 2,83,243 equity shares of Rs.10/- each to the eligible employee/s pursuant to the exercise of stock options granted to them under Employees Stock Option Scheme - 2013 (AIL ESOP 2013) and 31,75,000 equity shares of Rs.10/- each to the warrant holders being promoter and promoter group entities pursuant to exercise of option of conversion of warrants by them under

Tranche II of the Preferential issue made in April 2016. Consequently, the paid up equity share capital of the Company as at 31^st March, 2018 stood at Rs.31,86,75,500/- consisting of 3,18,67,550 equity shares of Rs.10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

6. EMPLOYEE STOCK OPTION SCHEME:

The Company has instituted the Arvind Infrastructure Limited (now Arvind SmartSpaces Limited) - Employees Stock Option Scheme - 2013 (AIL ESOP 2013) to grant equity based incentives to certain eligible employees, directors of the Company and its Subsidiary Companies. During the year under review, the Company has not granted any stock options.

Details of equity shares issued upon exercise of stock options by the eligible employee/s under AIL ESOP 2013 and disclosure in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 are set out in Annexure - A to this report.

7. DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013:

8. FINANCE :

During the year, the Company has made fresh borrowings of Rs.6,668.73 lacs for its working capital requirements. Total Debt of the Company stands at Rs.16,072.55 lacs as on 31^st March, 2018.

9. DEPOSITS:

The Company has not accepted or renewed any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence furnishing the details of deposit in terms of Chapter V of the Companies Act, 2013 is not applicable to the Company. Further there are no outstanding deposits as at 31^st March, 2018.

10. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:

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

11. INDIAN ACCOUNTING STANDARDS (IND AS):

In terms of Section 133 of Companies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015, the Company, its subsidiaries, joint venture and associates companies have adopted IND AS w.e.f. 1^st April, 2017 and these financial results alongwith the comparatives have been prepared accordingly.

12. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Arvind SmartSpaces Limited undertakes âCorporate Social Responsibility'''' (CSR) initiatives through Strategic Help Alliance for Relief to Distressed Area (âSHARDAâ) Trust and Narottam Lalbhai Rural Development Fund (âNLRDFâ). SHARDA & NLRDF have been active in improving the quality of life of the urban poor & rural poor respectively.

As a part of initiatives under CSR, the Company has undertaken Rural Development Programme at its project sites at Nasmed and Adhana villages at Kalol, Gandhinagar, Gujarat which activities is included in Schedule VII of the Companies Act, 2013. The brief details of Corporate Social Responsibility Policy and the amount spent during the financial year 2017-18 on the said activity is enclosed as Annexure - B.

14. HUMAN RESOURCES:

Diverse employee engagement initiatives are launched to ensure employees of various age and background continue to be effective in their roles and build meaningful career at Arvind.

The Group''s Corporate Human Resources plays a critical role in company''s talent management process.

15. RISK MANAGEMENT:

The Real Estate market is inherently a cyclical market and is affected by macroeconomics conditions, changes in governmental schemes, changes in supply and demand for products, availability of consumer finance and liquidity. These factors can affect the demand for both our forthcoming and ongoing projects.

The Company has developed and implemented Risk Management Policy. The policy identifies the threat of such events which if occurred will adversely affect either/or, value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation as âRisksâ. Further, such risk are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures annually.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit department with adequate experience and expertise in internal controls, operating system and procedures. In discharging their role and responsibilities, the department is supported by an external audit firm.

The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.

The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board of Directors from time to time.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with the instances of fraud or mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the company at https://arvindsmartspaces.com/wp-content/uploads/2018/05/ whistleblower-Policy_AIL.pdf

In order to achieve the purpose of the whistle blower policy of the Company i.e. to conduct the business of the Company in fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior and by developing a culture where it is safe for all its stakeholders to report concerns about any unethical/improper practices and events of misconduct, the Company has organised workshops for its vendors, contractors and employees in Ahmedabad and Bangalore where the Company has its various projects to spread awarness of this platform.

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31^st March, 2018, the Company has 9 subsidiaries including one wholly owned subsidiary and 2 Joint venture Companies.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a statement containing salient features of financial statements of subsidiaries, associates and joint venture Companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

The Company has framed a policy for determining material subsidiaries, which has been posted on company''s website at www.arvindsmartspaces.com.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consist of 7 Directors out of which 1 is Executive Director, 2 are Non-Executive Non-Independent Directors and 4 are Non-Executive Independent Directors including Woman Director which is in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Article of Association, Mr. Sanjay S. Lalbhai (DIN 00008329) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.

The Independent Directors hold office for a fixed period of five years from the date of their appointment at the Annual General Meeting and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of the Companies Act, 2013. The profile of Directors forms part of the Corporate Governance Report.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Kamal Singal - Managing Director & CEO, Mr. Mehul Shah - Chief Financial Officer and Mr. Prakash Makwana - Company Secretary are the key managerial personnel of the Company.

20. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees on the basis of criteria formulated by the Nomination and Remuneration Committee which are broadly in compliance with the Guidance Note on Board Evaluation issued by SEBI vide its Circular dated 5^th January, 2018. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. REMUNERATION POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report forming part of this Report.

22. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also posted on the website of the Company at https://arvindsmartspaces.com/wp-content/uploads/ 2018/0s/Familiarisation_Proeramee_for_IDs.pdf

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

A calendar of Board and Committee Meetings is prepared and circulated in advance to the Directors.

During the year under review, 5 meetings of the Board of Directors, 4 meetings of Audit Committee, 1 meeting of Nomination and Remuneration Committee, 4 meetings of Stakeholders'' Relationship Committee, 2 meetings of Corporate Social Responsibility Committee and 16 meetings of Management Committee of Board of Directors were convened and held, the details of which are provided in the Corporate Governance Report forming part of this Report.

24. DIRECTORâS 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 for the year ended on 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(c) they have taken proper and sufficient care towards 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) they have prepared annual accounts on a going concern basis;

(e) they have laid down proper internal financial controls, which are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

25. RELATED PARTY TRANSACTIONS:

The Policy on Related Party Transactions as approved by the Board is posted on Company''s website at https://arvindsmartspaces.com/ wp-content/uploads/2018/05/AIL-Related-Partv-Transaction-Policy.pdf

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS :

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. AUDITORS:

(a) Statutory Auditor:

In terms of Section 139 of the Companies Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at its 9^th Annual General Meeting held on 14^th September, 2017 approved the appointment of M/s. S R B C & Co LLP, Chartered Accountants, having Firm Registration No. 324982E/E300003, as the Statutory Auditors of the Company for the term of 5 years commencing from the 9^th Annual General Meeting of the Company till the conclusion of the 14^th Annual General Meeting of the Company subject to ratification of their appointment by the Members at every intervening Annual General Meeting.

M/s. S R B C & Co LLP, Statutory Auditors of the Company has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 and the rules framed there under. In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. The Board, based on the recommendation of the Audit Committee, recommends the ratification of appointment of M/s. S R B C & Co LLP as the Statutory Auditors of the Company.

The members are requested to ratify the appointment of M/s. S R B C & Co LLP, Chartered Accountants and a Resolution seeking Members'' ratification for the appointment of M/s. S R B C & Co LLP, Chartered Accountants, as Statutory Auditors, is included at item No. 3 of the notice convening the Annual General Meeting.

Further, the Report given by M/s. S R B C & Co LLP, Chartered Accountants on the financial statements along with the notes to the financial statements of the Company for the financial year 2017-2018 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act.

(b) Cost Auditors:

On the recommendation of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025), as Cost Auditors of the Company for the year 2018-19 under Section 148 of the Companies Act 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014. M/s Kiran J. Mehta & Co. have confirmed that they are free from disqualification specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Companies Act, 2013 and that their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be ratified by the Members in a general meeting. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s Kiran J. Mehta & Co., Cost Auditors is included at item No. 4 of the notice convening the Annual General Meeting.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N. V. Kathiria & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the financial year 2017-18. Report of the Secretarial Audit in Form MR-3 for the financial year 2017-18 is enclosed as Annexure - C. The said Report does not any qualification, reservation or adverse remark or disclaimer.

28. ENHANCING SHAREHOLDERS VALUE:

29. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

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

31. EXTRACT OF ANNUAL RETURN IN FORM MGT - 9 :

The details forming part of the extract of Annual Return in form MGT-9 is attached as Annexure - D.

32. PARTICULARS OF EMPLOYEES:

33. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Arvind Real Estate Internal Complaints Committee (âAREICCâ) is formed by the Company which is working under purview of group level Committee i.e. Arvind Internal Complaints Committee (âAICCâ), the details of which are declared across the organization. All the members of AREICC are trained by the subject experts on handling the investigations and proceedings as defined in the policy.

During the financial year 2017-18 the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31^st March, 2018.

34. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express its sincere thanks to all the employees, customers, suppliers, bankers, investors, lenders, regulatory and government authorities and stock exchanges for their support.

By Order of the Board

Date: 1^st May, 2018 Sanjay S. Lalbhai

Place: Ahmedabad Chairman

Mar 31, 2016

To, The Members,

The Directors have pleasure in presenting their Eighth Annual Report with the Audited Accounts of the company for the year ended on 31^st March, 2016.

1. FINANCIAL RESULTS :

Highlights of the Financial Results are as under:

(Rs, in lacs)

Particulars	FY 2015-16	FY 2014-15
Operating Revenue	11311.28	6126.79
Profit before Finance costs, Depreciation and Amortization Expenses, Extraordinary Items & Tax Expenses	3640.11	2389.91
Less: Finance Costs	8.00	763.80
Profit before Depreciation and Amortization Expenses, Extraordinary Items & Tax Expenses	2790.23	1626.11
Less : Depreciation and Amortization Expenses	77.50	33.20
Profit before Extraordinary Items & Tax Expenses	2712.73	1592.91
Less : Extraordinary Items	0.00	0.00
Profit before Tax	2712.73	1592.91
Less : Current Tax	952.10	470.00
Less : Deferred Tax	30.02	⁽4.5¹⁾
Less : MAT Credit Entitlement	0.00	29.00
Profit for the year	1730.61	1098.42
Balance of profit brought forward	2629.86	1,531.50
Balance carried forward to Balance Sheet	4360.47	2,629.86

2. OPERATIONS:

The Real Estate sector is one of the most globally recognized sectors. In India, real estate is the second largest employer after agriculture and is slated to grow at 30 per cent over the next decade. The growth of this sector is well complemented by the growth of the corporate environment and the demand for office space as well as urban and semi-urban accommodations. In India, despite the weak monsoons and continuing challenges faced by the government on policy front, the economy delivered a healthy growth of 7.5% with promise of increasing momentum for the following year. The eagerly awaited GST did not get passed for implementation by April 2016. Crude oil and commodity prices continued to be soft helping the inflation to be under control and enabling RBI to ease up the interest rates and money supply. Over the last few years, the real estate sector has had to charter rough market conditions and structural challenges in the industry such as delay in approvals, high construction costs, limited institutional funding and an inventory overhang.

In this backdrop, your company has earned revenue from operations of Rs, 11311.28 lacs during the year ended on 31^st March, 2016 as compared to Rs, 6126.79 lacs for the year ended on 31^st March, 2015 registering a growth of 86%. Operating Earnings before Interest, Depreciation and Taxes (EBITDA) grew by 52%, at Rs, 3640.12 lacs as on 31^st March, 2016, while Profit after Tax (PAT) grew by 58%, at Rs, 1730.61 lacs as on 31^st March, 2016.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report which forms part of this report.

3. DIVIDEND:

In order to conserve the resources for the future development of the Company, the Directors have not recommended any dividend for the year under review.

4. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to reserves.

5. SCHEME OF ARRANGEMENT, SHARE CAPITAL AND LISTING:

The Company was incorporated in 2008 as a wholly owned subsidiary of Arvind Limited.

By an Order of Honorable High Court of Gujarat Order dated 30^th March, 2015 in the Scheme of Arrangement for the demerger of Real Estate Division of Arvind Limited (Arvind) into Arvind Infrastructure Limited (the Company), as well as the Restructuring of Share Capital pursuant to the provisions of Sections 391 to 394 read with Sections 78 and 100 to 103 and other relevant provisions of the Companies Act, 1956, the following events have taken place during the year under review :

(a) The equity shares of the Company were consolidated from 10 (ten) equity shares of face value Rs, 1 (one) each to 1 (one) equity share of face value of Rs, 10 (ten) each.

(b) 10,05,00,000 equity shares of Rs, 1 each paid up and held by Arvind, got cancelled and the Company ceased to be its subsidiary.

(c ) 1 (one) equity share of the Company was allotted for every

10 (ten) equity shares of Arvind, to the shareholders of Arvind by issuing 2,58,24,307 equity shares of Rs, 10 each to the shareholders of Arvind.

(d) The equaity shares of the Company got listed on 26^th August, 2015 on BSE Limited, National Stock Exchange of India Limited and Ahmedabad Stock Exchange Limited.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

6. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT, 2013

7. EMPLOYEE STOCK OPTION SCHEME:

The Company has instituted the Arvind Infrastructure Limited -Employees Stock Option Scheme-2013 to grant equity based incentives to certain eligible employees and directors of the Company and its subsidiary companies. During the year under review, the Company has not granted any stock options.

Detailed disclosure in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 are set out in Annexure -A to this report.

8. FINANCE :

During the year, the Company has made fresh borrowings of Rs,6200 lacs for its working capital requirements. Long Term Debt of the Company stands at Rs, 6103.55 lacs as on 31^st March, 2016.

9. FIXED DEPOSITS:

The Company has not accepted or renewed any deposits falling within the purview of provisions of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits), Rules 2014 during the year under review. Hence, the requirement for furnishing of details of deposits, which are not in compliance with Chapter V of the Act is not applicable.

10. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loans, guarantee or provided any security or made any investments during the financial year under Section 186 of Companies Act, 2013.

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

11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Arvind Infrastructure Limited undertakes âCorporate Social Responsibilityââ (CSR) initiatives through Strategic Help Alliance for Relief to Distressed Area (SHARDA) Trust and Narottam Lalbhai Rural Development Fund (NLRDF). SHARDA & NLRDF have been active in improving the quality of life of the urban poor & rural poor respectively.

As a part of initiatives under CSR the Company has undertaken Projects which are largely in accordance with Schedule VII of the Companies Act, 2013. The brief details of Corporate Social Responsibility Policy and the amount spent during the financial year 2015-16 is enclosed as Annexure-B.

12. HUMAN RESOURCE:

The Company believes that Human Resources will play a significant role in its future growth. With an unswerving focus on nurturing and retaining talent, the Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences, communication channels for information sharing to name a few.

13. RISK MANAGEMENT:

The Real Estate market is inherently a cyclical market and is affected by macroeconomics conditions, changes in governmental schemes, changes in supply and demand for projects, availability of consumer finance and liquidity. These factors can affect the demand for both our forthcoming and ongoing projects. The company follows certain policies such as leveraging of Balance sheet, building projects in an asset light mode.

Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures annually.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit committee in appropriate or exceptional cases.

The details of the Whistle Blower Policy are explained in the Corporate Governance Report and the policy is posted on the website of the company at www.arvindinfra.com.

16. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has ceased to be a wholly owned subsidiary of Arvind Limited consequent to Order of Honâble High Court of Gujarat dated 30^th March, 2015 approving the composite Scheme of Arrangement in the nature of De-merger and transfer of Real Estate Undertaking of Arvind Limited to the Arvind Infrastructure Limited and consequential restructuring of share capital pursuant to sections 391 to 394 read with sections 78, 100 to 103 of the Companies Act, 1956.

During the year the Company has one wholly owned subsidiary Company i.e. Arvind Hebbal Homes Private Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

During the financial year 2015-16 the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31^st March, 2016.

34. VOLUNTARY DELISTING OF EQUITY SHARES OF THE COMPANY FROM AHMEDABAD STOCK EXCHANGE LIMITED:

Pursuant to Regulation 7 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, equity shares of the Company have been voluntarily delisted from the Ahmadabad Stock Exchange Limited (âASELâ) with effect from 23^rd December, 2015 as there was no trading facility available on ASEL since so many years. Neither the Company nor any shareholder was being benefited in any manner due to continued listing on ASEL. However, your Companyâs equity shares will continue to be listed on BSE Limited and National Stock Exchange of India Ltd, having nationwide terminals. There was no change in the capital structure of the Company post delisting from ASEL.

35. ACKNOWLEDGEMENTS:

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges for their support.

By Order of the Board

Date: 13^th May, 2016 Sanjay S. Lalbhai

Place: Ahmadabad Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article