DIRECTORS' REPORT

Your Directors have pleasure in presenting the 18^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, 2026.

1. Financial Performance:

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

2. Company’s Performance / State of
Company’s Affairs:

The Indian real estate sector continues to be
one of the country's most important growth
engines. The market is projected to expand from
approximately USD 580 billion in 2026 to USD
1.21 trillion by 2032, reflecting a CAGR of 13.0%.
Despite this strong growth trajectory, the country
continues to face a significant housing deficit,
with an estimated urban housing shortage of
nearly 10 million units and a requirement for an
additional 30 million affordable homes by 2030 to
accommodate rapid urbanisation and population
growth. Looking further ahead, the sector is
expected to witness sustained expansion through
2047, supported by rising incomes, infrastructure
development and increasing urban migration.

India's residential real estate market demonstrated
resilience in 2025 despite a moderation in

transaction activity. Residential sales across the
top seven cities declined by 11% year-on-year
to 270,323 units, while new launches fell by a
relatively modest 3% to 293,079 units. However,
the headline numbers masked a significant
structural shift in demand, with homebuyers
increasingly gravitating toward premium housing.

The premiumisation trend strengthened
considerably during the year. Homes priced above
Rs. 1 crore accounted for 63% of total residential
sales, compared with 53% in 2024, and recorded
6% year-on-year growth. In contrast, demand in
the sub-Rs. 1 crore segment softened noticeably.
Developers responded by increasingly focusing
on higher-value projects, with premium housing
contributing nearly 70% of all new launches.
Growth was particularly strong in the Rs. 1.5-3
crore and Rs. 3-5 crore categories, reflecting
consumers' growing preference for larger, better-
located and amenity-rich homes.

Market activity remained concentrated in the
country's leading metropolitan centers, with
Bengaluru, Mumbai and Pune accounting for
nearly two-thirds of total housing sales. Despite
elevated pricing levels, unsold inventory increased
by only 4% year-on-year, indicating broadly
balanced supply-demand conditions across
major markets.

Supported by favourable structural drivers
including urbanisation, infrastructure expansion,
stable employment conditions, improving
affordability through lower interest rates and
continued migration to major economic centers,
the residential real estate sector remains well
positioned for long-term growth.

In this favourable operating environment, FY26
was a landmark year for your Company, marked
by record bookings and significant business
development activity.

In FY26, your Company achieved its highest-
ever annual booking value of Rs. 1,550 Crores,
reflecting strong year-on-year growth of 22%. New
launches contributed nearly 60% of total bookings,
amounting to approximately Rs. 930 Crores. The
Company's two launches in Q4 FY26, Arvind
Skycrest in Bengaluru and Arvind Greenfields in
Vadodara received encouraging response, with
approximately 53% and 42% of launched inventory
respectively booked within a short period
of launch.

The year was also significant from a business
development perspective, with the addition of
projects across Ahmedabad, Bengaluru and the
Mumbai Metropolitan Region, including a premium
redevelopment project in Santacruz, acquisitions
in Sarjapur and Whitefield, high-rise development
in Vastrapur and plotted development in Baroda.
These projects represent an estimated cumulative
revenue potential of approximately Rs. 3,140
Crores based on current development plans and
market assumptions.

Your Company's consolidated revenue for FY26
stood at Rs. 564 Crores, Adjusted EBITDA stood
at Rs. 156 Crores, Profit after tax attributable
to equity holders stood at Rs. 96 Crores, Net
operating cash flows for the year stood at Rs. 417
Crores. Based on the current project pipeline, the
Company estimates unrealised operating cash
flows of over Rs. 4,970 Crores over the next four
to five years.

Backed by a robust launch pipeline, a
strengthened development portfolio and healthy
operating cash flows, your Company remains well
positioned to capitalise on the favourable long¬

term industry outlook and deliver sustainable
value for all stakeholders.

The project-wise booking, revenue status etc.
are available in the Management Discussion and
Analysis section of this Report.

3. Dividend:

Your Directors have recommended final dividend
of Rs. 2.25/- per equity share of Rs. 10/- each
(i.e. 22.50%), for the financial year ended on March
31, 2026. 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. 1032.01 Lakhs. 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, there has been
no change in the authorised share capital of the
Company. The authorised share capital of the
Company as on March 31, 2026 stood at Rs. 70.00
Cr. (Rupees Seventy Crores only) divided into
7.00 Cr. (Seven Crores) equity shares of Rs. 10/-
(Rupees Ten only) each.

Your Company has allotted 3,02,500 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 (AIL ESOP - 2016). Consequently,
as on March 31, 2026, the paid-up equity share

capital is Rs. 45.86 Cr. consisting of 4,58,66,979
equity shares of Rs.10/- each.

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).

7. Employee Stock Option Scheme:

The Company has implemented Arvind
Infrastructure Limited Employees Stock Option
Plan - 2016 (“AIL ESOP 2016”) and the Arvind
SmartSpaces Limited Employee Stock Option
Scheme - 2025 (“ASL ESOS 2025”) (collectively,
“ESOP Schemes”) to grant equity-based
incentives to eligible employees and directors of
the Company and its subsidiary companies, in
accordance with the provisions of Section 62(1)
(b) of the Companies Act, 2013 read with Rule 12
of the Companies (Share Capital and Debentures)
Rules, 2014 and the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
(“SEBI SBEB Regulations”).

During the year under review, the members
of the Company, by way of postal ballot on
March 15, 2026, approved amendments to
the aforesaid ESOP Schemes, inter alia, to
enable implementation through the trust route.
Accordingly, an irrevocable employee welfare
trust, namely “ASL ESOP Trust” (“Trust”),
has been established to administer the ESOP
Schemes, with a view to enhancing operational
efficiency and ensuring streamlined execution of
ESOP-related activities. The Trust shall, inter alia,
acquire, hold and transfer equity shares of the
Company for the benefit of eligible employees in
accordance with the terms of the ESOP Schemes
and applicable laws. Accordingly, the Trust has
acquired 4,58,670 equity shares of Rs. 10/- each
from the secondary market.

During the year, the Company granted 4,50,000
stock options under AIL ESOP 2016 and 8,50,000
stock options under ASL ESOS 2025. The ESOP
Schemes are in compliance with the SEBI SBEB
Regulations. A certificate from the Secretarial
Auditor confirming that the ESOP Schemes
have been implemented in accordance with the
applicable laws and regulations shall be available
for inspection by the members in electronic mode
at the ensuing Annual General Meeting.

The disclosures as required under Section 62 of
the Companies Act, 2013 read with Rule 12 of
the Companies (Share Capital and Debentures)
Rules, 2014 and the SEBI SBEB Regulations are
set out in Annexure - A to this Report.

8. Finance:

During the year, your Company has availed
net borrowings of Rs. 31,302.96 Lakhs. 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. 56,952.08 Lakhs
as on March 31, 2026. On a consolidated basis
net interest bearing funds has increased from
Rs. 27,887.86 Lakhs to Rs. 57,744.58 Lakhs. The
Net Debt to Equity ratio on a consolidated basis
as on March 31, 2026 is 0.89 as compared to 0.47
as on March 31, 2025.

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:

Community well-being and environmental
regeneration remain core to how Arvind
SmartSpaces defines business success. This year,
the Company's CSR efforts were directed toward
two key areas: restoring the natural environment
and strengthening access to education, both
of which fall within the scope of Schedule VII
of the Companies Act, 2013. These initiatives
reflect the Company's continued commitment to
building long-term value for the communities and
ecosystems it operates within. A summary of the
CSR Policy, along with the expenditure incurred
during FY 2025-26, is provided in Annexure - B.

Your Company carries out its CSR initiatives
through two implementing partners: Strategic
Help Alliance for Relief to Distressed Area
(SHARDA) Trust and Arvind Foundation (AF).

13. Human Resources:

At Arvind Smartspaces, Human Resources as a
forward-looking talent 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 talent
collaborating harmoniously to re-define the
business, industry and envision new horizons.

Arvind Smartspaces HR policy is to foster
excellence through people centric, designed to
inspire HR practices to inculcate and encourage
its employees to own and bring out ASL's positive
working culture.

Your Company is working on individual's strengths
and expanding individual roles 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 Chairman and MD & CEO during
Samvaad, 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 Talent acquisition enables
to create talent density by attracting better
talent from the industry and creating a positive

advantage. 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 review the identified
Risks and its mitigation measures annually.

15. Internal Control Systems and Their
Adequacy:

Your Company has a robust internal control
framework commensurate with the size, scale,
and complexity of its operations. The framework
is supported by an experienced Internal Audit
function, complemented by independent reviews
conducted by an external audit firm and the
Group Assurance team. These teams possess the
requisite expertise in internal controls, operational
processes, and standard operating procedures.

The internal control system is reinforced through
well-documented and approved policies,
guidelines, and procedures that are aligned
with industry best practices. These controls
are designed to safeguard assets, ensure
the accuracy and reliability of financial and
operational information, promote operational
efficiency, support compliance with applicable
laws and regulations, and uphold high standards
of business integrity.

The Internal Audit function periodically evaluates
the adequacy and effectiveness of the Company's
internal control systems and reviews compliance
with established policies, procedures, and
operating standards. Based on audit findings and
recommendations, process owners implement
appropriate corrective and preventive actions
within defined timelines, thereby strengthening
the overall control environment.

Significant audit observations, together with the
status of corrective actions taken thereon, are
reviewed and presented on a quarterly basis to
the Audit Committee of the Board of Directors,
ensuring continuous oversight and improvement
of the Company's internal control framework.

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 athttps://
www.arvindsmartspaces.com/wp-content/
uploads/2022/02/Whistleblower-Policy-.pdf

17. Subsidiaries, Associates and Joint Venture
Companies:

As on March 31, 2026, the Company has 5 (five)
wholly owned subsidiary companies, 28 (twenty-
eight) 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 the 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 10 (ten) Directors
out of which 2 (two) are Executive Directors, 3
(three) are Non-Executive Non-Independent
Directors including 1 (one) Nominee Director and
5 (five) 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
18^th Annual General Meeting and being eligible,
has offered himself for re-appointment as the
Director of the Company.

During the year under review, following changes
have occurred in the composition of the Board
of Directors;

Mr. Sanjay S. Lalbhai (DIN: 00008329) stepped
down from the position of Chairman and Non¬
Executive Director of the Company and Mr. Kulin S.
Lalbhai (DIN: 05206878) Non-Executive Director
and Vice-Chairman of the Company is elevated as
Chairman of the Board and the Company w.e.f.
November 3, 2025. The Board places on record
its appreciation of the valuable contribution
made by Mr. Sanjay S. Lalbhai during his tenure as
Chairman of the Company.

Mr. Priyansh Kapoor (DIN: 09089059) is appointed
as Whole-time Director and Chief Executive
Officer of the Company with effect from August
9, 2025, and subsequently re-designated as
Managing Director & Chief Executive Officer w.e.f.
February 10, 2026.

Mr. Punit S. Lalbhai (DIN: 05125502) is appointed
as a Non-Executive Director and Mr. Prashant
Kumar Das (DIN: 03440571) is appointed as an
Independent Director of the Company w.e.f.
November 3, 2025.

Mr. Kamal Singal is re-designated as Whole¬
time Director (Strategy and Investments) w.e.f.
February 10, 2026.

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. Mitanshu Shah
resigned as Chief Financial Officer (CFO) & Key
Managerial Personnel (KMP) w.e.f. May 31, 2025
and Mr. Amit Chamaria, appointed as CFO & KMP
w.e.f. November 3, 2025.

Mr. Priyansh Kapoor - Managing Director & CEO,
Mr. Amit Chamaria - 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 is carried out is
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/2026/04/Familiarization-
Program-for-Independent-Director-2025-26.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, 4 (four) meetings of Audit
Committee, 5 (five) meetings of Nomination and
Remuneration Committee, 2 (two) meetings
of Risk Management Committee, 1 (one)
meeting of Corporate Social Responsibility
Committee, 1 (one) meeting of Stakeholders'
Relationship Committee, 1 (one) meeting of
Independent Directors', 17 (seventeen) meetings
of Management Committee and 6 (six) meetings
of Land Investment Committee 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 strengthening 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, 2026, 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/2026/05/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
("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
2025-2026 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 FY26-27 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. 6 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
for a term of 5 (five) consecutive years from
FY 2025-26 to FY 2029-30, to conduct the
Secretarial Audit of the Company. Report of the
Secretarial Audit in Form MR-3 for the financial
year 2025-26 is enclosed as Annexure - C. The
said Report does not have any qualification,
reservation or adverse remark or disclaimer.

The Secretarial Audit Reports of Material
Subsidiaries of the Company namely, Arvind
Homes Private Limited and Arvind Hebbal Homes
Private Limited are also enclosed as Annexure - D
and Annexure - E, respectively in compliance with
regulation 24A of SEBI LODR Regulations, 2015.

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, 2026
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 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.

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/wp-
content/uploads/2026/07/Annual-Return-
FY-2025-26-1.pdf

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 - F to this report.

36. Disclosure as Per Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) ACT, 2013:

Your Company 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, 2 (Two) complaints were filed
and each of these cases have been investigated,
necessary actions have been taken and closed.

37. 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.

By Order of the Board

Date: May 20, 2026 Kulin S. Lalbhai

Place: Ahmedabad Chairman