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Company Information

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ARKADE DEVELOPERS LTD.

28 September 2026 | 03:56

Industry >> Realty

Select Another Company

ISIN No INE0QRL01017 BSE Code / NSE Code 544261 / ARKADE Book Value (Rs.) 48.54 Face Value 10.00
Bookclosure 01/08/2025 52Week High 180 EPS 0.29 P/E 426.37
Market Cap. 2287.75 Cr. 52Week Low 93 P/BV / Div Yield (%) 2.54 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Board of Directors have pleasure in presenting their 40th Annual Report and the Audited Accounts for the Financial
Year ended March 31, 2026 of the Company on the business and operations, together with the Independent Auditor's
Report thereon.

1. Financial Results

Particulars

Standalone

Consolidated

2025-26

2024-2025

2025-26

2024-2025

Total Revenue

82,804.73

69,502.62

82,816.07

69,460.48

Less: Expenses

63,806.23

48,361.41

63,836.74

48,366.75

Profit / (Loss) Before Exceptional Item & Tax

18,998.50

21,141.22

18,979.33

21,093.72

Add: Share of Profit/ (loss) from associates

-

-

28.12

47.10

Less: Exceptional Item

18,217.09

-

18,217.09

-

Profit / (Loss) Before Tax

781.41

21,141.22

790.36

21,140.83

Less: Tax Expenses

247.45

5,447.98

260.99

5,447.98

Net Profit / (Loss) After Tax

533.96

15,693.24

529.37

15,692.84

Balance Brought Forward from Previous Year

32,813.12

17,119.88

32,813.12

17,119.88

Less: Dividend Paid

(361.44)

-

(361.44)

-

Balance in Statement of Profit & Loss at the end of the Year

32,985.64

32,813.12

32,989.60

32,813.13

2. Operations of the Company

On a Standalone basis, the Total Revenue for the
Financial Year ended March 31, 2026 stood at Rs.
82,804.73 Lakhs as against Rs. 69,502.62 Lakhs for the
corresponding Financial Year ended March 31, 2025.
The Company earned a Profit before Exceptional item
and tax of Rs. 18,998.50 Lakhs for the Financial Year
ended March 31, 2026 as against Profit before tax of
Rs. 21,141.22 Lakhs for the Financial Year ended March
31, 2025. The Profit after exceptional item & tax was
Rs. 533.96 Lakhs for the Financial Year ended March
31, 2026 as against Profit after tax of Rs. 15,693.24
Lakhs for the Financial Year ended March 31,2025.

On a Consolidated basis, the Total Revenue for
the Financial Year ended March 31, 2026 was Rs.
82,816.07 Lakhs as against Rs. 69,460.48 Lakhs for
the corresponding Financial Year ended March 31,
2025. The Company earned Profit before Exceptional
item and tax of Rs. 18,979.33 Lakhs for the Financial
Year ended March 31, 2026 as against a Profit of Rs.
21,093.72 Lakhs for the Financial Year ended March 31,
2025. The Profit after Exceptional item and tax was Rs.
529.37 Lakhs for the Financial Year ended March 31,
2026 as against Profit after tax of Rs. 15,692.84 Lakhs
for the Financial Year ended March 31,2025.

Exceptional Item

The Company owns a property in Goregaon, of which
the tenancy rights were held by Filmistan Private
Limited. During the year under review, the Company
acquired the 100% shares of Filmistan Private Limited.

Subsequent to the acquisition, to simplify the holding
structure and consolidate complete ownership rights
directly under the Company, the tenancy rights
were demerged from Filmistan Private Limited and
transferred directly to Arkade Developers.

As a result of this restructuring exercise, the
tenancy rights recorded in Filmistan Private Limited
were written off/adjusted, resulting in a one-time
exceptional accounting impact of Rs. 18,217.09 Lakhs
in the financial statements for the period.

3. State of Company's Affairs and Business
Review

The Company's projects focus on residential or
commercial property that carries a commitment to the
highest standards, consistently surpassing customer
expectations. The details of the Company's affairs
including its operations and projects are detailed in
the Management Discussion & Analysis Report, which
forms part of the Board's Report.

I. Acquisition of Filmistan Private Limited

During the year under review, the Company has
acquired the 100% shares of Filmistan Private Limited
(FPL) by way of a Share Purchase Agreement (SPA) on
July 03, 2025, making it the Wholly Owned Subsidiary
of the Company, for an amount of Rs. 170 Crores.
Pursuant to the said SPA, Shareholders of FPL have
agreed to sell and transfer to the Company, 1,00,000
equity shares having face value of Re. 1/- (Rupee One

Only) each, aggregating to 100% of share capital
of the Company.

II. Scheme of Arrangement

During the year under review, the Company has
entered into a Scheme of Arrangement to demerge
the rental business from Filmistan Private Limited,
the Wholly Owned Subsidiary of the Company, to the
Company. It was considered desirable, as a part of an
overall strategy for the optimum running, growth and
development of the Company in the real estate sector.

i. Benefits of the Scheme

The Scheme, inter alia, resulted in the
following benefits:

- The Scheme streamlined the management

and control in relation to the leasehold
rights of the property, which now vests in the
Company, which already owns the underlying
land, resulted in a single ownership

framework by integrating it within the
Company, thereby achieving administrative
efficiencies and rationalizing operations;

- Future Opportunities: With unified

ownership, the Company is better positioned

to explore the remaining business; and

- The demerger was in the best interest

of the shareholders, creditors and other
stakeholders of both Filmistan Private Limited
and the Company, and is not prejudicial or
detrimental to their interests in any manner.

ii. NCLT Approval

The Hon'ble NCLT, Mumbai Bench, vide its order
dated November 27, 2025, inter alia dispensed
with the meeting of Equity Shareholders and
Creditors of Filmistan Private Limited and the
Company as the interest of the shareholders and
creditors were not affected by the scheme.

Further, the Hon'ble NCLT, vide its order dated
March 16, 2026 has approved the scheme. The
Scheme became effective on March 25, 2026
after filing of Form INC-28 with the Registrar
of Companies (ROC). The order was further
submitted to the Additional Controller of Stamps,
Mumbai, for adjudication of Stamp Duty.

III. Incorporation of Wholly Owned Subsidiary

The Company has incorporated a Wholly Owned
Subsidiary on December 03, 2025, in the name of
Arkade 360 Facility Management Private Limited, the
name of which was subsequently changed to Assist
360 Facility Management Private Limited, effective
from March 03, 2026. It was incorporated with the

object of providing integrated facility management
services. The Company has invested Rs. 1 Lakh divided
into 10,000 equity shares of Rs. 10 each in Assist 360
Facility Management Private Limited.

IV. Land Acquisition at Thane

The Company, during the year, made a landmark
acquisition of a 6.28 acres freehold land parcel at
Thane, announcing its foray into the Thane real estate
market. The transaction was for an amount of Rs.
172.48 Crores including Stamp Duty. The projected
Gross Development Value (GDV) is of Rs. 2000 Crore
having a RERA saleable area of 9.26 lakh sq. ft.

V. MOU with Woollen and Textile Industries Ltd

The Company, during the year under review, has
entered into an MoU to acquire 100% shareholding
in Woollen and Textile Industries Ltd, thereby marking
its second acquisition in Bhandup West. The proposed
acquisition includes a land parcel admeasuring 3.55
acres. located in Bhandup West. The total consideration
for the deal is Rs. 148 Crore.

VI. Developmental Agreement for Jal Ratna Deep
CHSL

The Company during the year, obtained the
redevelopment rights and entered into a Development
Agreement with Jal Ratna Deep CHSL, at Bangur Nagar,
Goregaon West. The development will be undertaken
on a plot admeasuring approximately 1.15 acres. with an
estimated Gross Development Value of Rs. 350 Crore.

VII. Occupancy Certificate received for Arkade
Eden

The Company, during the year, has received
occupancy certificate (OC) for its project Arkade
Eden, situated at Malad West. The Company received
the OC within 27 months from the receipt of the
Commencement Certificate.

VIII. ISO Certification

During the year under review, the Company successfully
obtained
ISO 9001:2015 certification for its Quality
Management System and
ISO 45001:2018 certification for
its Occupational Health and Safety Management System.

These certifications reflect the Company's commitment
to maintaining high standards of quality, operational
excellence, and occupational health and safety. They
demonstrate the Company's focus on continual
improvement, customer satisfaction, regulatory
compliance, and providing a safe and healthy
workplace for its employees and other stakeholders.

4. Utilization of IPO Proceeds

The Company has raised funds through an Initial Public
Offer (IPO) and listed its shares on the Stock Exchanges
viz., BSE Limited and National Stock Exchange of India
Limited on September 24, 2024.

The details of proceeds raised through the issue of fresh equity shares, as per the prospectus, are set forth below:

Particulars

Amount

Gross Proceeds of the Fresh Issue

41,000.00

(Less) Net of Provisional IPO Expenses

2,893.50

Net proceeds

3,8106.50

Monitoring agency

As IPO of the Company includes fresh issue of equity shares, the Company appointed CRISIL Ratings Limited as
Monitoring Agency of the Company which provides reports on quarterly basis regarding utilization of IPO proceeds
and the same is filed on the Stock Exchanges in a timely manner pursuant to the requirements of Regulation 32(6) of
thr Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended (hereinafter referred to as 'the Listing Regulations')

The utilization of funds raised through IPO as on March 31,2026 has been mentioned here:

Item Head

Amount Allocated

Modified

Allocation

Amount Utilized

Funding Development Expenses

25,000.00

-

25,000.00

Funding acquisition of yet-to-be identified land for real
estate projects and general corporate purposes

13,106.50

13,007.50

13,007.50

Issue Expenses

2,893.50

2,992.50

2,992.50

Total

41,000.00

41,000.00

During the year ended March 31, 2026, net proceeds
have been revised from Rs. 3,8106.50 Lakhs to Rs.
3,8007.50 Lakhs, on account of actual issue expenses
being higher than estimated as disclosed in the
Prospectus, by Rs. 99.00 Lakhs and the same has been
adjusted with General corporate purposes cost.

As on March 31, 2026, the Company has fully utilized
the funds raised through IPO.

Statement of deviation or variation

As on March 31, 2026, there has been no deviation
or variation in:

• the objects or purposes for which the funds have
been raised; or

• the amount of funds actually utilized as against
what was originally disclosed; or

• change in terms of a contract referred to in
the fund-raising document i.e. prospectus,
letter of offer, etc.

5. Change in the Nature of Business

There is no material change in the type of business the
Company is carrying.

6. Material changes and commitments
occurred between the end of the Financial
Year and the date of the report

Except as disclosed elsewhere in this report, no
material changes and commitments which could
affect the Company's financial position, have occurred
between the end of the financial year of the Company
and date of this report.

7. Share Capital

During the year under review, the Company has not
issued any shares. The Authorized Share Capital of the
Company as on March 31,2026 is Rs. 18,750 Lakhs.

The Paid-up Equity Share Capital as on March 31,2026
was Rs. 18,566.36 Lakhs.

8. Debentures, Bonds or any Non-convertible
Securities or Warrants

During the Financial Year 2025-26, the Company
did not issue or allot any Debentures, Bonds, Non¬
convertible Securities or Warrants.

9. Dividend

During the year under review, the Board has declared
the 1st interim dividend of Re. 1 per equity share
(10%) on 18,56,63,617 fully paid Equity Shares of the
Company, at the Board Meeting held on July 25, 2025.

In a view that, reinvesting the capital in business
development opportunities would create more wealth
and value for the shareholders in the long term, the
following individuals have waived their Dividend:

1.

Mr. Amit Mangilal Jain

Promoter and Chairman
& Managing Director

2.

Mr. Sandeep
Ummedmal Jain

Whole-time Director

3.

Mr. Arpit Vikram Jain

Whole-time Director

4.

Mrs. Ketu Amit Jain

Member of Promoter
Group

5.

Mr. Aarin Amit
Ambavat

Member of Promoter
Group

Accordingly, a total amount of Rs. 1495.19
Lakhs dividend were waived and was reinvested
in the business.

Considering the prevailing market conditions,
economic uncertainties, and the need to conserve
resources to support the Company's future growth
plans and strengthen its financial position, the Board
of Directors have decided not to recommend any final
dividend for the financial year under review.

10. Dividend Distribution Policy:

In terms of Regulation 43A of the Listing Regulations
the Board of Directors of the Company (the 'Board')
has adopted the Dividend Distribution Policy which
sets out the parameters and circumstances to be
considered by the Board in determining the distribution

of dividend to its shareholders and/or retaining profits
earned by the Company.

The policy is available on the Company's website
https://arkade.in/policies-and-code-of-conduct/.

11. Transfer to Reserves

The Company has transferred Rs. 533.96 Lakhs to the
General Reserves during the financial year under review.

12. Particulars of Loans, Guarantees or
Investments

During the year under review, the Company, with
the approval of the Board, has given unsecured loan
to Filmistan Private Limited (FPL) to the tune of Rs.
1,260.68 Lakhs at an interest of 12% per annum,
repayable on demand. FPL proposed to convert this
loan into equity shares, which was approved by the
Board. Hence, FPL issued 7415 equity shares of Re.
1 each at a premium of Rs. 16,999/- aggregating to
Rs. 1,260.55 Lakhs, by way of Rights issue. The
remaining amount including the interest was repaid by
FPL to the Company.

Further, the Board of Directors approved to provide loan
of Rs. 500 Lakhs, in one or more tranches, to Assist 360
Facility Management Private Limited (Formerly known
as Arkade 360 Facility Management Private Limited),
the Wholly Owned Subsidiary of the Company.

Further, the Company has made capital infusion in the
Subsidiary and Associate Firms as per their requirement.

Details of these Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Companies Act, 2013 (hereinafter referred to as
'the Act') are given in the Note No. 7 and 8 to the
Standalone Financial Statements, forming part of
this Annual Report.

13. Credit Ratings

During the year under review the Company has obtained Credit Rating from India Ratings and Research Private Limited:

Sr. No. Rating Agency

Instrument

Rating Type

Rating Assigned/Outlook

Rating Action

1 India Ratings and Research
Private Limited

Issuer Rating

Long Term Rating

IND BBB / Stable

Assigned

14. Business Risk Management

The Company operates in a dynamic and evolving sector and is inherently exposed to various uncertainties. Its ability
to create sustainable value is closely linked to effectively identifying, assessing, and managing risks. These risks arise
from multiple factors, including changes in the regulatory environment, economic conditions, and market dynamics. To
address these challenges, the Company has established a robust Risk Management Framework designed to promote
transparency, enable informed decision-making, and ensure timely mitigation of risks. The framework aims to minimize
potential adverse impacts on business objectives while strengthening the Company's resilience and competitive position.

Key business risks are periodically identified and
reviewed, and appropriate mitigation strategies and
action plans are developed. The implementation of
these plans is closely monitored to ensure effectiveness
and continuous improvement in the Company's risk
management practices.

The Company has constituted a Risk Management
Committee consisting of members of the Board of
the Company to identify and assess business risks
and opportunities, which is detailed in the Corporate
Governance Report, which is part of this Board's Report.

Risk Management Policy

The Company has established a comprehensive Risk
Management Policy, duly approved by the Board
of Directors, to identify, assess, and mitigate risks
that may impact the achievement of its key business
objectives. The Policy provides a structured framework
to recognize risks inherent in the Company's operations
and outlines appropriate mitigation strategies. These
risks and corresponding mitigation measures are
periodically reviewed and updated to ensure their
continued relevance and effectiveness, in line with
the evolving business environment and the size and
complexity of the Company's operations. The Risk
Management Policy of the Company is available on the
website of the Company at
https://arkade.in/policies-
and-code-of-conduct/.

15. Internal Financial Control

The Company has an Internal Financial Control System,
commensurate with the size, scale and complexity of
its operations.

The Internal Auditor has been appointed by the
Board in its Meeting held on May 13, 2025 for the
Financial Year 2025-26. The Internal Auditor monitors
and evaluates the efficiency and adequacy of the
internal control system in the Company, its compliance
with operating systems, accounting procedures and
policies at all locations of the Company. Based on
the suggestions of Internal Auditor, process owners
undertake corrective actions in their respective areas
and thereby strengthen the controls.

16. Vigil Mechanism / Whistle Blower Policy

In compliance with the requirements of the Listing
Regulations and the Act, the Company has established
the necessary vigil mechanism for Directors and
employees to report genuine concerns and to provide
for adequate safeguards against victimization of
persons who may use such mechanism.

Accordingly, the Company has adopted a Whistle
Blower Policy, which is available on the website of the
company and same can be accessed at
https://arkade.
in/policies-and-code-of-conduct/

17. Subsidiary, Joint Venture and Associates

During the year under review, the Company has
acquired the 100% shares of Filmistan Private Limited
by way of a Share Purchase Agreement, making
it the Wholly Owned Subsidiary of the Company.
The Company also incorporated a Wholly Owned
Subsidiary Company, Assist 360 Facility Management
Private Limited (formerly known as Arkade 360 Facility
Management Private Limited).

Further, the Company has 2 (Two) Subsidiaries
(Partnership firms) namely Arkade Paradigm and
Arkade Realty and has 2 (Two) Associates (Partnership
Firms) namely Atul & Arkade Realty and Bhoomi &
Arkade Associates as on March 31,2026.

A statement containing the salient features of the
Financial Statements of the Company's aforesaid
Subsidiaries and Associates is annexed in the

prescribed Form AOC-1 to this Report as Annexure I.

The financial statements of the Subsidiaries are available
on the website of the Company at
https://arkade.in/
disclosure-under-reg-46-of-sebi-lodr-regulations/

18. Directors/ Key Managerial Personnel

During the Financial Year 2025-26 there are there were
no changes in the Directors of the Company.

Mr. Arpit Vikram Jain (DIN: 06899631) is retiring by
rotation at the 40th Annual General Meeting of the
Company and being eligible has offered himself for
re-appointment.

The Company is in Compliance with the
Composition of the Board.

Independent Directors

Independent Directors of the Company are appointed
based on the terms and conditions of appointment of
Independent Directors, which can be accessed from
the website of the Company at
https://arkade.in/
policies-and-code-of-conduct/.

Declaration by Independent Directors &
Registration in Independent Directors Databank

All the Independent Directors have given declarations
that they continue to meet the criteria of independence
as laid down under Section 149(6) of the Act and
Regulation 16(1 )(b) of the Listing Regulations and
that they are not debarred from holding the office of
director by virtue of any SEBI Order or any other such
authority. All the Independent Directors have complied
with the Code for Independent Directors prescribed
in Schedule IV to the Act. All the Independent
Directors are in compliance with Rules 6(1) and 6(2)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to registration with

the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.

Further, the Board of Directors of the Company is of
the opinion that the Independent Directors appointed
during the year are persons of integrity, expertise and
adequate experience.

The Board is of the opinion that the Independent
Directors of the Company possess requisite
qualifications, skills, experience and expertise and
they hold highest standards of integrity required to
discharge their duties with an objective independent
judgment and without any external influence and fulfils
all the conditions specified in the Act and the Listing
Regulations and are independent to the management
of the Company.

None of the Directors on the Board of the Company has
been debarred or disqualified from being appointed or
continuing as Directors of the Company as specified
under Section 164(1), 164(2) and 167 of the Act read
with Rule 14(1) of The Companies (Appointment
and Qualification of Directors) Rules, 2014 (including
any statutory modification(s) and/or re-enactment(s)
thereof for the time being in force).

Online Proficiency Self-Assessment Test

Mrs. Neha Sunil Huddar and Mr. Abhishek Shailendra
Dev, Independent Directors of the Company have
passed the Online Proficiency Self-Assessment Test
conducted by Indian Institute of Corporate Affair
(IICA). Mr. Sumesh Ashok Mishra will appear for Online
Proficiency Self-Assessment Test conducted by Indian
Institute of Corporate Affair (IICA).

19. Particulars of Remuneration of Directors
and Employees

Disclosure with respect to the remuneration of
Directors and employees as required under Section
197 of the Act and Rule 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 has been provided
in
Annexure II.

Further, the Managing Director or Whole-time Directors
of the company are not in receipt of any commission
from the company, and also does not receives any
remuneration or commission from its subsidiaries. The
Managing Director was paid an Annual Performance
Bonus of Rs. 200 Lakhs, during the year.

20. Meetings of the Board of Directors

During the Financial Year under review, the Board
of Directors of the Company met 7 times. The gap
between two consecutive Board Meetings was within
the limits prescribed under the Act.

Sr. No

Board Meeting

Total Number of directors
as on the date of meeting

1

13/05/2025

6

2

03/07/2025

6

3

25/07/2025

6

4

25/09/2025

6

5

29/09/2025

6

6

16/10/2025

6

7

29/01/2026

6

For details of composition of Board, meetings,
attendance etc. refer Corporate Governance Report
which is a part of the Board's Report.

During the year under review, no Circular Resolution
was passed by the Board of Directors. However, one
circular resolution was passed by the Nomination
and Remuneration Committee on May 08, 2025 for
recommendation of Director for retirement by rotation
and recommendation of amendment of ESOP Scheme.
Also, one Circular Resolution was passed by the CSR
Committee for approval of the Annual Action Plan for
FY 2026-27 and approval of CSR expenditure till the
Board approves the audited results and expenditure
for FY 2026-27 is approved.

21. Committees of the Board

Board of Directors of the Company has formed
committees in terms of requirements of the
Act and the Listing Regulations. The statutorily
mandated committees constituted are Audit
Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee,
Risk Management Committee, Corporate Social
Responsibility Committee and Environment Social
and Governance (ESG) Committee. The Committees
have been mandated to operate within their terms
of reference, approved by the Board to focus on the
specific issues and ensure expedient resolution on
diverse matters.

For details of the composition of Committees,
meetings held, terms of reference and other details
refer Corporate Governance Report, which is a part of
this Board's Report.

Detailed agenda for all meetings along with
explanatory notes and annexures as applicable are
sent to the Board and Committee members, at least
a week before the meetings except for the meetings
called at a shorter notice. In special and exceptional
circumstances, additional or supplementary items are
permitted to be taken up as 'any other item'.

22. Audit Committee

The Company has constituted an Audit Committee
which performs the roles and functions as mandated
under the Act, the Listing Regulations and such
other matters as prescribed by the Board from time
to time. The detailed terms of reference of the
Audit Committee, attendance at its meetings and
other details have been provided in the Corporate
Governance Report. As on the date of this Report, the
Audit Committee of the Company consists of three
directors including 2 Independent Directors and 1
Executive Director, namely Mrs. Neha Sunil Huddar as
the Chairperson, Mr. Abhishek Shailendra Dev and Mr.
Arpit Vikram Jain as members.

During the year under review, there was no instance
where the Board did not accept the recommendation
of the Audit Committee.

23. Nomination and Remuneration Committee
& Remuneration Policy

The Company has in place a Nomination and
Remuneration Committee (NRC) which performs the
functions as mandated under the Act, the Listing
Regulations and such other functions as prescribed
by the Board from time to time. The composition of
NRC, attendance at its meetings and other details have
been provided as part of the Corporate Governance
Report. During the year under review, there was
no instance where the Board did not accept the
recommendation of the NRC.

The Board has formulated a policy for selection,
appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management. The
policy is available on the website of the Company at
https://arkade.in/policies-and-code-of-conduct/.

24. Annual Board Evaluation and Independent
Director Meeting

A formal annual evaluation of the Board of the Company
was carried out by the entire Board as required under
the Act and the Listing Regulations. The evaluation
was broadly carried out around effectiveness of Board
and functioning, meeting and procedures, business
strategy and risk management, Board communication
and committees. The annual evaluation of the Board
was found to be satisfactory by the Independent
Directors. Further details on the evaluation framework,
criteria, process and outcome are provided in the
Corporate Governance Report which forms part of this
Board's Report.

As stipulated under the Code of Independent Directors
under the Act and Rules made thereunder and the
Listing Regulations, as amended from time to time,
one meeting of the Independent Directors was held
during the year on January 29, 2026 and the requisite
quorum was present for the meeting.

The Board has identified the following skills/ expertise/
competencies fundamental for the effective functioning
of the Company which are currently available
with the Board: Understanding of the company's

business policies, values, vision, goals, strategic plan,
corporate governance and knowledge about the
securities markets.

• Accounting and Financial skills

• Risk Management

• Strategic Thinking and Decision Making

25. Loan from Directors

During the Financial Year 2025-26, the Company has
accepted loans from Mr. Amit Mangilal Jain who is
the Chairman & Managing Director of the Company.
The Loan taken was fully repaid by the Company
to the Director.

The Company has obtained a declaration from the
Director to the effect that the amount is not being
given out of funds acquired by them by borrowing or
accepting loans or deposits from others.

The details of the loans taken and the repayment
thereof, during the Financial Year 2025-26 are given
in Note 38 to the Standalone Financial Statement
of the Company.

26. Employee Stock Option Scheme

The Company recognises that stock options are an
effective tool to align employee interests with those
of the Company and to attract, retain, motivate and
reward employees who contribute to the growth and
profitability of the organisation.

The Company had introduced Arkade Developers
Employee Stock Option Scheme 2023 earlier. Pursuant
to the Initial Public Offer (IPO) and subsequent listing
of the Company, the Company has changed the name
of the scheme to
Arkade Developers Employees
Stock Option Plan (ESOP) 2025
.

The Board of Directors of the Company, at its meeting
held on January 24, 2025 approved the scheme, which
was subsequently approved by the shareholders
via Postal Ballot on April 19, 2025, in compliance
with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (SBEB Regulations).
It proposed a total number of options not exceeding
40,000 share of the Company.

Subsequently, the Board at its meeting held on May
13, 2025, has revised the Scheme by increasing the
number of shares from 40,000 to 2,40,000, which
was approved by the shareholders in the 39th Annual
General Meeting held on September 24, 2025.

The Company has granted the 2,40,000 options to its
eligible employees on January 29, 2026.

Further, the Board of Directors has approved the
implementation of Arkade ESOP 2026 (Scheme) at its
meeting held on May 27, 2026, with an option pool

of 2,00,000 options. The scheme is proposed for the
approval of the shareholders in the ensuing Annual
General Meeting.

The disclosures pursuant to the SBEB Regulations is
made available on the Company's website at
https://
arkade.in/esop/.

27. Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Act, we
hereby state that:

i) In the preparation of the Annual Accounts, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures, if any;

ii) Your Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31,
2026 and its profit for the year ended on that date;

iii) Your Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv) Your Directors have prepared the Annual Accounts
for the financial year ended March 31, 2026 on a
going concern basis;

v) Your Directors have laid down internal financial
controls which are followed by the Company and
that such internal financial controls are adequate
and are operating effectively; and

vi) Your Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

28. Related Party Transactions

The Related Party Transactions that were entered into
during the Financial Year 2025-26 were on an arm's
length basis and in the ordinary course of business.

As per AOC - 2 which is part of the Board's report,
there were no materially significant Related Party
Transactions that could potentially conflict with the
interests of the Company at large, including those
entered into by the Company with Promoters, Directors
or Key Managerial Personnel. None of the transactions
with any of the related parties were in conflict with the
interest of the Company.

The details of related party transactions are disclosed
in the notes to the Standalone Financial Statement.

The Board of Directors has also formulated a Policy on
dealing with Related Party Transactions pursuant to
the provisions of the Act and the Listing Regulations.
The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all
transactions between the Company and related parties.
The Related Party Transactions policy is available on
the Company's website at
https://arkade.in/policies-
and-code-of-conduct/

Details of the Related Party Transactions are given in
Form AOC-2 which is enclosed as
Annexure III.

29. Deposits

The Company has not accepted or renewed any
deposits under Chapter V of the Act, during the
Financial Year 2025-26.

30. Auditors and Auditors' Reporta) Statutory Auditors

The Company, on the recommendation of the Board
of Directors of the Company has appointed M/s. Mittal
& Associates, Chartered accountants, Mumbai (FRN:-
106456W) as the Statutory Auditors of the Company
for a period of 5 (five) years commencing from
conclusion of 37th Annual General Meeting upto the
conclusion of the 41st Annual General Meeting of the
Company to be held in the year 2026-2027. On their
appointment, the Company has received a confirmation
letter from M/s. Mittal & Associates to the effect that
their appointment, if made, will be within the limits
prescribed under the Act. Further, they confirmed that
they were not disqualified for appointment as per the
provisions of the Act and they hold a valid certificate
issued by the Peer Review Board of the Institute of
Chartered Accountants of India (ICAI).

The Statutory Auditor's report does not contain
any qualification, reservation or adverse remark or
disclaimer or modified opinion.

Details in Respect of Frauds Reported by Auditors
Under Sub-Section (12) of Section 143 other
than those which are Reportable to the Central
Government

The Statutory Auditors of the Company have not
reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any
statutory modification(s) or re-enactment(s) for the
time being in force).

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the Listing Regulations, the
Company has appointed M/s AVS & Associates firm of
Practicing Company Secretaries to conduct Secretarial
Audit for period of 5 consecutive years from 2025-26

to 2029-30, in the Board meeting held on May 13,
2025 which was approved by the shareholders in AGM
held on September 24, 2025 and their report is placed
at
Annexure IV as part of this Report.

The Secretarial Auditor's report does not contain
any qualification, reservation or adverse remark or
disclaimer or modified opinion.

c) Cost Auditor

Pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Amendment
Rules, 2014, the Company with reference to its
Construction Industry is required to maintain the
cost records as specified under Section 148 of the
Act and the said cost records are also required to
be audited by Practicing Cost Accountants. The
Company is maintaining all the cost records referred
above. The Company had appointed M/s Joshi Apte
and Associates, Practicing Cost Accountants, as the
Cost Auditors for conducting the audit of cost records
of the Company for the Financial Year 2025-26. The
remuneration of Cost Auditor for the Financial Year
2025-26 was ratified by the shareholders at the 39th
AGM held on September 24, 2025.

For the Financial Year 2026-27, the Board of Directors,
on the recommendation of Audit Committee, has
reappointed M/s Joshi Apte and Associates, as the
Cost Auditors for the audit of the cost records of
the Company. The resolution for ratification of the
Cost Auditor's remuneration to be paid for FY 2026¬
27 is included in the notice of the ensuing Annual
General Meeting.

d) Internal Auditor

The Company has appointed M/s Amit T. Jain &
Co., Chartered Accountants, as the Internal Auditors
to conduct the Internal Audit of the Company for
FY 2025-26. Further, the Board of Directors, on
the recommendation of Audit Committee, has re¬
appointed them as the Internal Auditor for FY 2026-27.

31. Annual Return

Pursuant to the provisions of Sections 134(3)(a) and
92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the
draft Annual Return as on March 31, 2026, is placed
on the website of the Company at
https://arkade.in/
annual-returns/.

32. Conservation of Energy and Technology
Absorption

Details of energy conservation and technology
absorption as per Section 134 (3) (m) of the Act
and Rule 8 (3) of the Companies (Accounts) Rules,
2014 are as under:

Conservation of Energy

The Company has Integrated Energy-Efficient Systems
and Technologies like use of rainwater harvesting

systems to reduce ground water usage and energy
consumption associated with water treatment and
distributions. The Company uses Solar Panels for
common area power and Energy-efficient lighting in
common space, thus reducing the burden on energy
usage. The usage of Water saving fixtures and dual
plumbing systems has reduced the water consumption
and helped manage water resources effectively and
regularly inspect and repair any leaks in the site's water
supply system. The Company has a practice of usage
of non-toxic materials and eco-friendly paints, hence
reducing the air emissions.

Technology Absorption

The Company uses MIVAN and precast construction
technologies for durability and waste minimization.
Home automation options and IoT integrations are
some of the technologies used by the Company
towards energy optimization. The usage of Heat-
reflective tiles and high performance windows has
helped towards climate control.

33. Foreign Exchange earnings and outgo

During the Financial Year 2025-26, there were no
foreign exchange earnings. The foreign exchange
outgo is Rs. 640.37 Lakhs.

34. Significant and Material Orders

There were no significant and material orders passed
by any Regulators or Courts or Tribunals during the
Financial Year 2025-26 impacting the going concern
status and Company's operations in future.

However, in April 30, 2026, the Company received
an order for appeal filed by the Company, from
Assistant Commissioner (Appeals Thane), Central
Goods and Services Tax and Central Excise Thane
Commissionerate, towards imposition of tax Demand
of Rs 1,14,62,603/- and penalty of Rs. 11,46,260/-
under applicable provisions of the CGST Act, 2017.

35. Prevention of Sexual Harassment of
Women at Workplace

In line with the requirements of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has adopted
a Prevention of Sexual Harassment Policy and has
complied with the provisions relating to the constitution
of Internal Complaints Committee (ICC) to redress the
complaints received regarding sexual harassment.

During the Financial Year 2025-26 no instances were
reported and no complaints were pending as on the
end of the Financial Year.

Number of complaints of sexual :
harassment received in the year

0

Number of complaints disposed off :

0

during the year

Number of cases pending for more than :

0

ninety days

36. Compliance with the Provisions of
Maternity Benefits Act, 1961

The Company is committed to the welfare of its
employees and has complied with all applicable
provisions of the Maternity Benefit Act, 1961, including
amendments thereof. The Company provides maternity
leave and other benefits as prescribed under the Act.

37. Reconciliation of Share Capital Audit

Pursuant to SEBI (Depositories and Participants)
Regulations, 2018, the Company is filing a quarterly
Reconciliation of Share Capital Audit Report, duly
certified by a practicing Company Secretary, with the
Stock Exchanges.

38. Secretarial Standards

The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India during the Financial Year 2025-26.

39. Details of Fraud

There were no frauds which are reported to have been
committed by Employees or Officers of the Company.

40. Proceeding pending under the Insolvency
and Bankruptcy Code, 2016

During the year there was no application made or
any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

41. Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis for the
year under review, is presented in a separate section
forming part of this Boards' Report.

42. Corporate Social Responsibility

The Company has constituted a Committee to deal with
the matters relating to Corporate Social Responsibility
in accordance with the Section 135 of the Act, called
the Corporate Social Responsibility Committee
(CSR Committee). The details of the composition,
attendance and terms of reference of the Committee
forms part of the Corporate Governance Report.

The Board has adopted a Corporate Social
Responsibility Policy (CSR Policy), formulated and
recommended by the CSR Committee. The same
is placed at the website of the Company at
https://
arkade.in/csr-disclosures/.

The Annual Report on CSR activities is placed
at
Annexure V.

43. Corporate Governance Report

The Company complies with the applicable regulations
of the Listing Regulations. The Corporate Governance
Report pursuant to Regulation 34 of the Listing
Regulations for the year under review forms part of
this Board's Report. Also, the Company has obtained
a certificate from M/s AVS & Associates, Practicing
Company Secretaries, the Secretarial Auditors of
the Company, which forms part of the Corporate
Governance Report.

44. Business Responsibility and Sustainability
Report (BRSR)

The Business Responsibility & Sustainability Report
("BRSR") for the financial year ended March 31, 2026
as stipulated under Regulation 34(2) of SEBI LODR
Regulations is attached as a separate section of
the Annual Report.

45. General Disclosure

1. During the year, there were no transactions
requiring disclosure or reporting in respect of
matters relating to:

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, however, the Company has
granted options to its eligible employees as
per the ESOP Scheme;

c) raising of funds through preferential allotment
or qualified institutional placement;

d) instance of one-time settlement with any
bank or financial institution.

2. The Company has not revised its financial
statement or the Report in respect of any of the
three preceding financial years either voluntarily
or pursuant to the order of a judicial authority.

3. No shares are held in trust for the benefit of
employees where the voting rights are not
exercised directly by the employees.

4. No unpaid dividend or shares were required
to be transferred to the Investor Education and
Protection Fund.

5. There are no instances where the Company failed
to complete any Corporate Action, including
any buy back of securities, payment of dividend
declared, mergers and de-mergers, delisting, split
and issue of any securities.

46. Acknowledgement

The board of directors expresses its heartfelt thanks
and appreciation to employees at all levels for their
hard work, solidarity, cooperation and dedication over
the past year. The Board expresses its gratitude to
customers, shareholders, suppliers, bankers, business
partners, regulators and government agencies for their
continued support.

For ARKADE DEVELOPERS LTD

ARPIT VIKRAM JAIN AMIT MANGILAL JAIN

WHOLE-TIME DIRECTOR CHAIRMAN & MANAGING
DIN: 06899631 DIRECTOR

DIN:00139764

Place: Mumbai
Date: May 27, 2026