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ARVIND SMARTSPACES LTD.

01 August 2025 | 12:39

Industry >> Realty

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ISIN No INE034S01021 BSE Code / NSE Code 539301 / ARVSMART Book Value (Rs.) 114.89 Face Value 10.00
Bookclosure 25/07/2025 52Week High 1025 EPS 24.10 P/E 25.37
Market Cap. 2802.78 Cr. 52Week Low 597 P/BV / Div Yield (%) 5.32 / 0.98 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 :2025-03 

Your Directors have pleasure in presenting the 17th 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

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. COMPANY’S PERFORMANCE / STATE OF COMPANY’S 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:

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, 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 Responsibility” (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 17th 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. DIRECTOR’S 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 14th Annual General Meeting ("AGM”) 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.

(c) Secretarial Auditors:

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 Regulations”), 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:

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.

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 ("ASLICC”) is formed by the Company which is working under purview of group level Committee i.e. Arvind Internal Complaints Committee ("AICC”), 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.