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

1. FINANCIAL RESULTS:

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

[Rs. in lacs]

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

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

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

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

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

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

3. DIVIDEND:

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

4. TRANSFER TO RESERVES:

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

5. SHARE CAPITAL:

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

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

8. FINANCE:

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

9. CREDIT RATING:

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

10. DEPOSITS:

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

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

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.

12. 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.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

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

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

(b) COVID Relief; and

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

14. HUMAN RESOURCES:

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

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

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

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

15. 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 our forthcoming and ongoing projects.

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

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

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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 the Company.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at

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

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

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

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

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

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

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Kamal Singal - Managing Director & CEO, Mr. Ankit Jain - Chief Financial Officer and Mr. Prakash Makwana - Company Secretary are the key managerial personnel of the Company as on 31^st March, 2022.

20. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an 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 5^th January, 2018. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. APPOINTMENT AND REMUNERATION POLICY:

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

22. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

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 is also p o sted on the website of the Company at

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

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

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

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

24. 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 31^st March, 2022, 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.

25. RELATED PARTY TRANSACTIONS:

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

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 is posted on Company's website at https://www.arvindsmartspaces.com/investors/corporate-governance/

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

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

27. AUDITORS:

(a) Statutory Auditor:

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

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

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

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

(b) Cost Auditors:

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

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

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

(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, the Company has appointed M/s N. V. Kathiria & Associates, a firm of Company Secretaries in Practice to conduct the

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

28. ENHANCING SHAREHOLDERS VALUE:

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

29. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

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

30. BUSINESS RESPONSIBILITY REPORT:

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

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

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.

32. ANNUAL RETURN:

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

33. PARTICULARS OF EMPLOYEES:

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.

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

The Company has zero tolerance for Sexual Harassment at Workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Arvind SmartSpaces Limited Internal Complaint Committee (“ASLI CC”) 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 financial year 2021-22 the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31^st March, 2022.

35. ACKNOWLEDGEMENTS:

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

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

Place: Ahme dabad Chairman