Directors Report of Arkade Developers Ltd.

Mar 31, 2025

Your Board of Directors have pleasure in presenting their 39^th Annual Report and the Audited Accounts for the Financial Year
ended March 31, 2025 of the Company on the business and operations of the Company together with the Independent
Auditor''s Report thereon.

1. Financial Results

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	69,502.62	63,658.54	69,460.48	63,571.21
Less: Expenses	48,361.40	47,144.40	48,366.75	47,156.13
Profit / (Loss) Before Tax	21,141.22	16,514.14	21,093.72	16,415.07
Tax Expenses	5,447.98	4,219.53	5,447.98	4,219.53
Net Profit / (Loss) After Tax	15,693.24	12,294.61	15,692.84	12,291.47
Balance Brought Forward from Previous Year	17,119.88	17,946.11	17,119.88	17,946.10
Less: Utilised for Bonus Issue	Nil	(13,120.84)	Nil	(13,120.84)
Balance in Statement of Profit & Loss at the end of the Year	32,813.12	17,119.88	32,813.12	17,119.88

2. Operations of the Company

On a Standalone basis, the Total Revenue for the Financial
Year ended March 31, 2025 stood at Rs. 69,502.62 Lakhs
as against Rs. 63,658.54 Lakhs for the corresponding
Financial Year ended March 31, 2024. The Company
earned a Profit before tax of Rs. 21,141.22 Lakhs for
the Financial Year ended March 31, 2025 as against
Profit before tax of Rs. 16,514.14 Lakhs for the Financial
Year ended March 31, 2024. The Profit after tax was Rs.
15,693.24 Lakhs for the Financial Year ended March 31,
2025 as against Profit after tax of Rs. 12,294.61 Lakhs for
the Financial Year ended March 31, 2024.

On a Consolidated basis, the Total Revenue for
the Financial Year ended March 31, 2025 was Rs.
69,460.48 Lakhs as against Rs. 63,571.21 Lakhs for the
corresponding Financial Year ended March 31, 2024.
The Company earned Profit before tax of Rs. 21,093.72
Lakhs for the Financial Year ended March 31, 2025 as
against a Profit of Rs. 16,415.07 Lakhs for the Financial
Year ended March 31, 2024. The Profit after tax was
Rs. 15,692.84 Lakhs for the Financial Year ended March
31,2025 as against Profit of Rs. 12,291.47 Lakhs for the
Financial Year ended March 31,2024.

3. State of Company''s Affairs and Business Review

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

Pre-IPO Private Placement

A pre-IPO placement of shares as proposed in the Initial
Public Offer was approved by Board of Directors in

their meeting held on July 12, 2024 and approved by
the shareholders in the AGM held on July 13, 2024, to
issue, offer and allot 16,26,016 equity shares, to a group
of investors aggregating up to Rs. 2,000 Lakhs of the
Company of the face value of Rs. 10/- each ("Equity
Shares") on private placement basis, at a price of
Rs.123/- per equity share including premium of Rs. 113/-
in one or more tranches, on a preferential basis through
issue of private placement offer cum application letter.

Initial Public Offer

During the Financial year 2024-25, the Company
undertook the Initial Public Offer ("IPO") of 3,20,37,601
equity shares of face value of Rs. 10 for cash at a price of
Rs. 128 per equity share (including a share premium of
Rs.118 per equity share). The bidding of the IPO
commenced on September 16, 2024 and concluded on
September 19, 2024. The allotment of IPO was finalized
on September 20, 2024 and the equity shares of the
company got listed on BSE Limited (''BSE'') and National
Stock Exchange of India Limited (''NSE''), hereinafter
referred to as ''Stock Exchanges'', with effect from
September 24, 2024.

The IPO comprised of Fresh issue of shares and also
include a reservation of 162,601 equity shares for
subscription by eligible employees.

The issue was led by Book Running Lead Managers

i.e. Unistone Capital Private Limited (collectively
referred to as ''BRLM''). The Board placed on record
its appreciation for the support provided by various
Authorities, Stock Exchanges, BRLMs, Legal Counsels,
Depositories, Consultants, Auditors and Employees of
the Company for making the IPO of the Company a
success. We are gratified and humbled by the strong
participation shown in the Company''s IPO by leading
domestic and global institutional investors, NRIs, HNIs,
retail investors and other market participants.

Listing of Securities on Stock Exchange

The Company received listing and trading approvals
from the Stock Exchanges on September 23, 2024 and
subsequently the equity shares were listed on Stock
Exchanges on September 24, 2024.

Proceeds from IPO

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

Particulars Amount
Gross Proceeds of the Fresh Issue	41,000.00
(Less) Net of Provisional IPO	2,893.50
Expenses
Net proceeds	38,106.50

Monitoring agency

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

The utilization of funds raised through IPO as on March
31,2025 have been mentioned here:

Item Head	Amount Allocated	Amount Utilized
Funding Development Expenses	25,000.00	14,407.00
Funding acquisition of yet-to-be identified land for real estate projects and general corporate purposes	13,106.50	12,902.80
Issue Expenses	2,893.50	2,653.72
Total	41,000.00	29,964.50

Statement of deviation or variation

As on March 31, 2025, there has been no deviation

or variation in:

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

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

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

4. Change in the Nature of Business

There is no material change in the type of business the

Company is carrying.

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

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

6. Share Capital

The Authorized Share Capital of the Company has
been increased from Rs.18,500 Lakhs to Rs.18,750
Lakhs by way of creation of additional Rs.250 Lakhs.

The Paid-up Equity Share Capital as on March 31,2025
was Rs. 18,566.36 Lakhs.

Pursuant to the IPO, the Company made a fresh issue
of 3,20,37,601 Equity shares of face value of Rs.10/-
each aggregating to Rs. 41,000 Lakhs, which includes:

• 1,62,601 Equity Shares to Eligible Employees in
the Employee Reservation Portion;

• 95,62,500 Equity Shares to Anchor Investors;

• 63,75,000 Equity Shares to Qualified Institutional
Bidders (except Anchor Investors);

• 47,81,250 Equity Shares to Non-Institutional
Investors; and

• 1,11,56,250 Equity Shares to Retail Individual
Investors.

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

During the Financial Year 2024-25, the Company
did not issue or allot any Debentures, Bonds, Non¬
convertible Securities or Warrants.

8. Dividend Distribution Policy:

In terms of Regulation 43A of the Listing Regulations
the Board of Directors of the Company (the ''Board'')
has adopted the Dividend Distribution Policy which
sets out the parameters and circumstances to be
considered by the Board in determining the distribution
of dividend to its shareholders and/or retaining profits
earned by the Company. The policy is available on the
Company''s website https://arkade.in/policies-and-
code-of-conduct/.

9. Dividend

The Board of Directors has not recommended any
dividend on the Equity Share of the Company for the
Financial Year ended March 31,2025.

10. Transfer to Reserves

The Company has transferred Rs. 15,693.24 Lakhs to the
general reserves during the financial year under review.

11. Particulars of Loans, Guarantees or
Investments

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

12. Credit Ratings

The Company has not obtained any Credit Ratings
during the FY 2024-25.

13. Business Risk Management

The Company is exposed to inherent uncertainties
owing to the sector in which it operates. A key factor
in determining the Company''s capacity to create
sustainable value is the ability and willingness of the
Company to take risks and manage them effectively and
efficiently. Many types of risks exist in the Company''s
operating environment and emerge on a regular basis
due to many factors such as changes in regulatory
framework, economic fundamentals etc. In order to
evaluate, identify and mitigate these business risks, the
Company has a robust Risk Management framework.
This framework seeks to create transparency, ensure
effective risk mitigation process and thereby minimize
adverse impact on the business objectives and enhance
the Company''s competitive advantage. The Business
risks as identified are reviewed and a detailed action
plan to mitigate the identified risks is drawn up and its
implementation is monitored.

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

Risk Management Policy

The Company has put in place a comprehensive
Risk Management Policy, approved by the Board of
Directors to assess risks to the achievement of key
business objectives by identifying and to deploy
mitigation measures. It seeks to identify risks inherent
in any business operations of the Company and lays
down the mitigation methods which are periodically
reviewed and modified in a manner commensurate
with the size and complexity of the business. The Risk
Management Policy of the Company is available on the
website of the Company at https://arkade.in/policies-
and-code-of-conduct/.

14. Internal Financial Control

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

The Internal Auditor has been appointed by the
Board in its Meeting held on June 10, 2024 for the

Financial Year 2024-25. The Internal Auditor monitors
and evaluates the efficiency and adequacy of the
internal control system in the Company, its compliance
with operating systems, accounting procedures and
policies at all locations of the Company. Based on
the suggestions of Internal Auditor, process owners
undertake corrective actions in their respective areas
and thereby strengthen the controls.

15. Vigil Mechanism / Whistle Blower Policy

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

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

16. Subsidiary, Joint Venture and Associates

The Company has 2 (Two) Subsidiaries (Partnership
firms) namely Arkade Paradigm and Arkade Realty and
has 2 (Two) Associates (Partnership Firms) namely Atul
Arkade Realty and Bhoomi Arkade Associates as on
March 31,2025.

A statement containing the salient features of the
Financial Statements of the Company''s aforesaid
Subsidiaries and Associates is annexed in the
prescribed Form AOC-1 to this Report as Annexure I.

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

17. Directors/ Key Managerial Personnel

During the Financial Year 2024-25 there are following
changes in the Directors of the Company:

i. Mr. Sumesh Ashok Mishra (DIN: 02453513)
was appointed as an Additional Non-Executive
Director designated as Independent Director
of the Company on November 13, 2024 and
same was approved by the members in the
Postal ballot held on January 25, 2025 and his
appointment was regularized as a Non-Executive
Independent Director.

ii. Mr. Hiren Mohanlal Tanna (DIN: 10259795) who
was an Independent Director of the Company has
resigned with effect from November 13, 2024 due
to some personal commitments. The Board placed
on record its appreciation of the valuable services
rendered by him during his tenure as Director
of the Company.

iii. Mrs. Ketu Amit Jain (DIN: 03281549) who was
a Non-Executive Director of the Company has
resigned with effect from January 24, 2025 due to
some personal commitments. The Board placed
on record its appreciation of the valuable services
rendered by Mrs. Ketu Amit Jain during her tenure
as Director of the Company.

iv. Mr. Sandeep Ummedmal Jain (DIN: 02231601)
who was designated as the Chief Operating
Officer (COO), Key Managerial Personnel of
the Company, has resigned with effect from
January 23, 2025. He was then appointed as an
Additional Whole-time Director on the Board of
the Company with effect from January 24, 2025.
The members of the Company have approved his
appointment by way of Postal Ballot held on April
19, 2025 and his appointment was regularized as
Whole-time Director.

v. Mr. Amit Mangilal Jain (DIN: 00139764) is retiring
by rotation at the 39^th Annual General Meeting
of the Company and being eligible has offered
himself for re-appointment.

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

Independent Directors

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

Declaration by Independent Directors &
Registration in Independent Directors Databank

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

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

The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications,
skills, experience and expertise and they hold highest
standards of integrity required to discharge their duties

with an objective independent judgment and without any
external influence and fulfils all the conditions specified in
the Act and the Listing Regulations and are independent
to the management of the Company.

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

Online Proficiency Self-Assessment Test

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

18. Particulars of Remuneration of Directors
and Employees

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

Further, the Managing Director or Whole-time Directors
of the company are not in receipt of any commission
from the company, and also does not receive any
remuneration or commission from its subsidiaries.

19. Meetings of the Board of Directors

During the Financial Year under review, the Board
of Directors of the Company met 8 times. The gap
between two consecutive Board Meetings was within
the limits prescribed under the Act.

Sr. No	Board Meeting	Total Number of directors as on the date of meeting
1	10/06/2024	6
2	12/07/2024	6
3	15/07/2024	6
4	05/09/2024	6
5	20/09/2024	6
6	10/10/2024	6
7	13/11/2024	6
8	24/01/2025	6

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

The Company has passed a resolution by circulation
for the approval of the Monitoring Agency Report, on
January 30, 2025.

20. Committees of the Board

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

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

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

Audit Committee

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

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

21. Nomination and Remuneration Committee
& Remuneration Policy

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

The Board has formulated a policy for selection,
appointment and remuneration of Directors, Key

Managerial Personnel and Senior Management. The
policy is available on the website of the Company at
https://arkade.in/policies-and-code-of-conduct/.

Annual Board Evaluation and Independent
Director Meeting:

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

As stipulated under the Code of Independent Directors
under the Act and Rules made thereunder and the
Listing Regulations as amended from time to time, two
meetings of the Independent Directors were held during
the year on July 29, 2024 and September 09, 2024 and
the requisite quorum was present for the meeting.

The Board has identified the following skills/ expertise/
competencies fundamental for the effective functioning
of the Company which are currently available
with the Board: Understanding of the company''s
business policies, values, vision, goals, strategic plan,
corporate governance and knowledge about the
securities markets.

• Accounting and Financial skills

• Risk Management

• Strategic Thinking and Decision Making

22. Loan from Directors

During the Financial Year 2024-25, the Company has
accepted loans from Mr. Amit Mangilal Jain and Mr.
Arpit Vikram Jain who were Directors of the Company
during the year.

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

The details of the loans taken and the repayment
thereof, during the Financial Year 2024-25 are given
in Note 38 to the Standalone Financial Statement
of the Company.

23. Employee Stock Option Scheme

Stock options have long been recognized
internationally as an effective instrument to align the
incentivize and reward values employees who are
committed to building a successful organization and in
order to incentivize, induce, reward and motivate the
employees to contribute effectively towards the future
growth and profitability of the Company.

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

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

Subsequently, the Board at its meeting held on May
13, 2025, has revised the Scheme by increasing the
number of shares from 40,000 to 2,40,000, for which
approval of shareholders is seeking by the Company
in the 39^th Annual General Meeting. The details forms
part of the notice of the AGM.

The disclosure in terms of Regulation

14 of the SBEB Regulations is made

available on the Company''s website at
https://arkade.in/disclosure-under-reg-46-of-sebi-
lodr-regulations/.

24. Directors'' Responsibility Statement

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

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

ii) Your Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31,
2025 and its loss for the year ended on that date;

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

iv) Your Directors have prepared the Annual Accounts
for the financial year ended March 31, 2025 on a
going concern basis;

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

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

25. Related Party Transactions

The Related Party Transactions that were entered into
during the Financial Year 2024-25 were on an arm''s
length basis and in the ordinary course of business.

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

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

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

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

26. Deposits

The Company has not accepted or renewed any
deposits under Chapter V of the Act during the
Financial Year 2024-25.

27. Auditors and Auditors'' Report

a) Statutory Auditors

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

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

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

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

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the Listing
Regulations the Company has appointed Ms Kala
Agarwal (C.P. No.: 5356), Company Secretary in
Practice, in the Board meeting held on June 10,
2024 to undertake the Secretarial Audit of the
Company for the Financial Year 2024-2025 and
their report is placed at Annexure IV as part
of this Report.

In view of the amendments in the Listing
Regulations and pursuant to the widened scope
of audit due to listing of the Company in Stock
Exchanges, the Board of Directors of the Company
recommended to the members of the Company
for the appointment of M/s AVS & Associates firm
of Practicing Company Secretaries to conduct
Secretarial Audit for period of 5 consecutive years
from 2025-26 to 2029-30.

M/s. AVS & Associates is a peer-reviewed firm
of Practicing Company Secretaries based in
Navi Mumbai since 2016 and registered with the
Institute of Company Secretaries of India with Firm
Registration Number: P2016MH54900 and Peer
Review Number: 1451/2021. AVS is renowned
for its expertise in conducting Secretarial Audits,
Compliance Management, Preferential Issue, ESOP
Implementation, IBC Matters, Postal Ballot, RBI
Matters, Corporate Governance and many more
services under the Companies Act and SEBI Laws.

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

c) Cost Auditor

Pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Amendment
Rules, 2014, the Company with reference to its
Construction Industry is required to maintain the
cost records as specified under Section 148 of the
Act and the said cost records are also required to

be audited by Practising Cost Accountants. The
Company is maintaining all the cost records referred
above. The Company had appointed S K Agarwal
and Associates, Practicing Cost Accountants, as
the Cost Auditors for conducting the audit of cost
records of the Company for the Financial Year 2024¬
25. The remuneration of Cost Auditor for the financial
year 2024-25 was ratified by the shareholders at the
38^th AGM held on July 13, 2024.

For the Financial Year 2025-26, the Board of
Directors, on the recommendation of Audit
Committee, has appointed M/s Joshi Apte and
Associates, as the Cost Auditors for the audit of
the cost records of the Company. The resolution
for ratification of the Cost Auditor''s remuneration
to be paid for FY 2025-26 is included in the notice
of the ensuing Annual General Meeting.

M/s. Joshi Apte and Associates is a Peer
Reviewed firm of Practicing Cost Accountants
(Firm Registration No.: 000240). They offer
services in the domain of Cost and Management
Accounting and other consultancy. They have
a client base spread across the country and
operate through their offices spread across
India. Their head office is situated in Pune, India.
The partners of the firm are professionals with
experience working both in Industry and Practice.

d) Internal Auditor

The Company has appointed M/s Amit T. Jain
& Co., Chartered Accountants, as the Internal
Auditors to conduct the Internal Audit of the
Company for FY 2024-25. Further, the Board
of Directors, on the recommendation of Audit
Committee, has re-appointed him as the Internal
Auditor for FY 2025-26.

28. Annual Return

Pursuant to the provisions of Sections 134(3)(a)
and 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules,
2014, the draft Annual Return as on March 31,
2025 is placed on the website of the Company at
https://arkade.in/annual-returns/

29. Conservation of Energy and Technology
Absorption

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

Conservation of Energy

The Company has integrated Energy-Efficient Systems
and Technologies like use of rainwater harvesting
systems to reduce ground water usage and energy
consumption associated with water treatment and

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

Technology Absorption

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

30. Foreign Exchange earnings and outgo

During the Financial Year 2024-25, there was no
expenditure in foreign currencies on account of
professional fees and payment of Letter of Credit and
the Company has not earned any foreign exchange.

31. Significant and Material Orders

There were no significant and material orders passed
by any Regulators or Courts or Tribunals during the
Financial Year 2024-25 impacting the going concern
status and Company''s operations in future.

32. Prevention of Sexual Harassment of
Women at Workplace

In line with the requirements of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has adopted
a Prevention of Sexual Harassment Policy and has
complied with the provisions relating to the constitution
of Internal Complaints Committee (ICC) to redress
the complaints received regarding sexual harassment.
During the Financial Year 2024-25 no instances were
reported and no complaints were pending as on the
end of the Financial Year.

33. Reconciliation of Share Capital Audit

Pursuant to sub-rule (8) of rule 9A of Companies
(Prospectus and Allotment of Securities) Rules,
2014, with a view to reconcile the total share capital
admitted with NSDL, CDSL and held in physical
form, with the issued and paid-up capital, form PAS-
6 is filed with ROC on half-yearly basis, duly signed
by a Company Secretary in Practice. The Company
has filed half yearly Form PAS-6 to the Ministry of
Corporate Affairs.

Since the Company has become a listed entity with
effect from September 24, 2024, the applicability of the
above requirement has been discontinued. However,
pursuant to SEBI (Depositories and Participants)
Regulations, 2018, the Company is filing a quarterly
Reconciliation of Share Capital Audit Report, duly
certified by a practicing Company Secretary, with the
Stock Exchanges.

34. Secretarial Standards

The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India during the Financial Year 2024-25.

35. Details of Fraud

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

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

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

37. Management Discussion and Analysis

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

38. Corporate Social Responsibility

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

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

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

39. Corporate Governance Report

The Company complies with the applicable
regulations of the Listing Regulations. The Corporate
Governance Report pursuant to Regulation 34
of the Listing Regulations for the year under
review forms part of this Board''s Report. Also,
the Company has obtained a certificate from

M/s Mittal & Associates, Chartered Accountants, the
Statutory Auditors of the Company, which forms part
of the Corporate Governance Report.

40. Business Responsibility and Sustainability
Report (BRSR)

The Securities and Exchange Board of India (SEBI) has
mandated inclusion of Business Responsibility and
Sustainability Report ("BRSR") as part of the Annual
Report for top 1000 listed entities based on market
capitalization.

Since the Company has listed its shares on September
24, 2024 and became a top 1000 listed entity as on
December 31, 2024, BRSR is not applicable for FY
2024-25. The Company is in the process of putting in
place systems and processes for the purpose of BRSR.

41. General Disclosure

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

a) issue of equity shares with differential rights
as to dividend, voting or otherwise;

b) issue of shares (including sweat equity
shares) to employees of the Company
under any scheme;

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

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

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

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

4. Since the Company has not declared any dividend
till date, the provisions relating to Investor
Education and Protection Fund is not applicable
to the Company.

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

42. Acknowledgement

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

For ARKADE DEVELOPERS LTD

(Formerly Known as Arkade Developers Pvt. Ltd.)

ARPIT VIKRAM JAIN AMIT MANGILAL JAIN

WHOLE-TIME DIRECTOR CHAIRMAN & MANAGING
DIN: 06899631 DIRECTOR

DIN:00139764

Place: Mumbai

Date: May 13, 2025

---

Mar 31, 2024

Your Board''s have pleasure in presenting their Thirty Eight Annual Report and the
Audited Accounts for the Financial Year ended March 31, 2024 together with the
Independent Auditor''s Report thereon.

1. Financial Results

fRs. in I.akhsl

Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Total Revenue	63,473.65	22,015.27	63,473.65	22,015.27
Less: Expenses	47,144.40	16,128.01	47,156.13	16,141.41
Profit / (Loss) Before Tax	16,514.15	7,236.88	16,511.01	7,235.82
Provision for Taxes - Current Tax Deferred Tax Assets Short provision for tax adjustments in respect of earlier year (Net)	4,247.22 13.58	1,790.0 -38.90	4,247.22 13.58	1,790.0 -38.90
Net Profit / (Loss) After Tax	12,294.62	5,485.79	12,291.47	5,484.08
Balance Brought Forward from Previous Year	17,946.11	12,460.32	17,946.10	12,460.31
Balance in Statement of Profit & Loss at the end of the Year	17,119.88	17,946.11	17,119.88	17,946.10

2. Operations of the Company

On a Standalone basis, the Total Revenue for the Financial Year ended March 31, 2024
stood at Rs. 63,473.65 Lakhs as against Rs. 22,015.27 Lakhs for the corresponding
Financial Year ended March 31, 2023. The Company earned a Profit before tax of Rs.
16,514.15 Lakhs for the Financial Year ended March 31, 2024 as against Profit before tax
of Rs. 7,236.88 Lakhs for the Financial Year ended March 31,2023. The Profit after tax was
Rs. 12,294.62 Lakhs for the Financial Year ended March 31, 2024 as against Profit after
tax of Rs. 5,485.79 Lakhs for the Financial Year ended March 31, 2023.

On a Consolidated basis, the Total Revenue for the Financial Year ended March 31, 2024
was Rs. Lakhs as against Rs. 22,015.27 Lakhs for the corresponding Financial Year ended
March 31, 2023. The Company earned Profit before tax of Rs. 16,511.01Lakhs for the
Financial Year ended March 31, 2024 as against a Profit of Rs. 7,235.82 Lakhs for the
Financial Year ended March 31, 2023. The Profit after tax was Rs. 12,291.47 Lakhs for the
Financial Year ended March 31, 2024 as against Profit of Rs. 5,484.08 Lakhs for the
Financial Year ended March 31, 2023.

3. Share Capital

The Authorized Share Capital of the Company has been Increased from Rs. 2.00 Cr to
Rs.185.00 Cr by way of creation of additional Rs.183.00 Cr.

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 152.00 Cr has been
increased from Rs. 2.00Cr to Rs 152.00 Cr due to issue and allotment of Bonus Shares on
6^th July, 2023.

4. Conversion of the Company

The Company has been converted from Private Limited Company to Public Limited
Company from Arkade Developers Pvt. Ltd. to Arkade Developers Ltd. vide resolution
passed in the Extra Ordinary General Meeting of the Company held on June 05, 2023

5. Debentures

During the Financial Year 2023-24, the Company did not issue or allot any Debentures.

6. Dividend

The Board of Directors does not recommend any dividend on the Equity Share of the
Company for the Financial Year ended March 31, 2024.

7. Transfer to Reserves

The Company has transferred Rs. 12,294.62 Lakhs to the general reserves during the
financial year under review.

8. Particulars of Loans, Guarantees or Investments

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

9. State of Company''s Affairs and Business Review

The details of the Company''s affairs including its operations and projects are detailed in
the Management Discussion & Analysis Report, which forms part of this Annual Report
more specified in Annexure A.

10. Corporate Social Responsibility

The Composition of the CSR Committee has been changed during the year due to
resignation of Mr. Sandeep Jain as Director of the Company and has been replaced by Mr.
Hiren Tanna. The CSR Committee as on March 31. 2024 are as follows:

Name	Designation
Mr. Amit Mangilal Jain	Chairman
Mr. Arpit Vikram Jain	Member
Mr. Hiren Tanna	Member

During the Financial Year 2023-24, the Company has contributed Rs. 1.04 Cr towards the
Corporate Social Responsibility activities.

Detail of the same is provided in “Annexure B.” and Corporate Social Responsibility
Policy of the Company is hosted on the website of the Company https://arkade.in/csr-
disclosures/

11. Business Risk Management

The Company is exposed to inherent uncertainties owing to the sector in which it
operates. A key factor in determining the Company''s capacity to create sustainable value
is the ability and willingness of the Company to take risks and manage them effectively
and efficiently. Many types of risks exist in the Company''s operating environment and
emerge on a regular basis due to many factors such as changes in regulatory framework,
economic fundamentals etc. In order to evaluate, identify and mitigate these business

risks, the Company has a robust Risk Management framework. This framework seeks to
create transparency, ensure effective risk mitigation process and thereby minimize
adverse impact on the business objectives and enhance the Company''s competitive
advantage. The Business risks as identified are reviewed and a detailed action plan to
mitigate the identified risks is drawn up and its implementation is monitored.

12. Internal Control Systems and their Adequacy

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

The Internal Auditor has been appointed by the Board in its Meeting held on 01^st June,
2023 for the Financial Year 2023-24. The Internal Auditor monitors and evaluates the
efficiency and adequacy of the internal control system in the Company, its compliance
with operating systems, accounting procedures and policies at all locations of the
Company. Based on the suggestions of Internal Auditor, process owners undertake
corrective actions in their respective areas and thereby strengthen the controls.

13. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy on 18^th August, 2023 and has
established the necessary vigil mechanism for Directors and employees in conformity
with Section 177 of Companies Act, to report genuine concerns and to provide for
adequate safeguards against victimization of persons who may use such mechanism.

14. Subsidiary, Joint Venture and Associates

The Company has 2 (Two) Subsidiaries as a Partnership firm such as Arkade Paradigm
and Arkade Realty and 2 (Two) Associates such as Atul Arkade Realty and Bhoomi Arkade
Associates as on March 31, 2024.

One of the Associates Arkade Abode LLP was dissolved due to strike off in the month of
December 2023.

A statement containing the salient features of the Financial Statements of the Company''s
aforesaid Subsidiaries and Associates is annexed in the prescribed Form AOC-1 to this
Report as "Annexure-C."

The Company will provide the Financial Statements of the Subsidiaries and Associates
and the related information to any member of the Company who may be interested in
obtaining the same. The Financial Statements of the Subsidiaries will also be kept open
for inspection at the Registered Office of the Company and that of the respective Joint
Ventures and Associates. The Consolidated Financial Statements of the Company, forming
part of this Annual Report includes the Financial Statements of its subsidiary and the same
is also hosted on the website of the Company https://arkade.in/disclosure-under-reg-
46-of-sebi-lQdr-regulations/

Directors/ Key Managerial Personnel

During the Financial Year 2023-24, there are following Change in the Director of the
Company which are as follow:

i. The Board of Directors appointed the existing Director Mr. Amit Mangilal Jain
(DIN: 00139764) as Managing Director and Chairman of the Company for a term
of 5 (five) years with effect from 01^st June, 2023. The appointment was approved
by the Member Extra Ordinary General Meeting on 05^th June, 2023.

In accordance with the provisions of Sub-Section (6) of Section 152 of the
Companies Act, 2013 and the Articles of Association of the Company,

ii. The Board of Directors has Changed the Designation of Mr. Arpit Vikram Jain (DIN:
06899631) from Director to Whole-time Director of the Company for a term of 5
(five) years with effect from 01^st June, 2023 and the same was approved by the
Member in the Extra Ordinary General Meeting held on 05^th June, 2023.

In accordance with the provisions of Sub-Section (6) of Section 152 of the
Companies Act, 2013 and the Articles of Association of the Company, Mr. Arpit
Vikram Jain (DIN:06899631) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re- appointment. Your
Directors recommend re- appointment of Mr. Arpit Vikram Jain (DIN:06899631)
as a Whole Time Director of the company, liable to retire by rotation.

iii. The Board of Directors has Changed the Designation of Mr. Sandeep Ummedmal
Jain (DIN: 02231601) from Director to Whole-time Director of the Company for a
term of 5 (five) years with effect from 01^st June, 2023 and the same was approved
by the Member in the Extra Ordinary General Meeting held on 05^th June, 2023.

iv. The Board of Directors of the Company at their Meeting on 17th May, 2023,
appointed Ms. Sheetal Solani, as the Company Secretary & Compliance Officer of
the Company with effect from 22nd May, 2023 and complied with the requirement

of appointing Key Managerial Personnel as per the provisions of Section 203 of
the Companies Act, 2013.

v. The Board of Directors of the Company at their Meeting, appointed Mr. Samshet
Balkrishna Shetye, as the Chief Financial Officer of the Company with effect from
01st June, 2023 and complied with the requirement of appointing Key Managerial
Personnel as per the provisions of Section 203 of the Companies Act, 2013.

vi. Appointment of Mrs Neha Huddar, Mr, Hiren Tanna and Mr, Chaitya Mehta as
Additional Independent Director of the Company w.e.f 1st August, 2023.

vii. Change in Designation of Mrs Neha Huddar, Mr, Hiren Tanna and Mr, Chaitya
Mehta from Additional Independent Director to Director with the approval of
shareholders on 18th August, 2023.

viii. Resignation of Mr. Sandeep Jain as Whole time Director of the Company w.e.f 30^th
October, 2023 and Resignation of Mr. Chaitya Mehta as Independent Director of
the Company w.e.f 29^th November, 2023.

ix. Appointment of Mr. Abhishek Dev as Additional Independent Director of the
Company and Mrs. Ketu Jain as Additional Non-Executive Director of the Company
w.e.f 29^th November ,2023 and same was approved by the Member in the Extra
Ordinary General Meeting held on 29^th November, 2023 as Change in Designation
from Additional Director to Director.

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

15. Remuneration of Managing Director & Whole Time Director

During the Financial Year 2023-2024, the Managerial Remuneration of Managing
Director & Whole time Director is detailed below:

The Managerial Remuneration of Managing Director Mr Amit Jain is Rs 200 Lakhs, &
Whole time Directors Mr. Arpit Jain is Rs. 100 Lakhs and Mr Sandeep Jain is Rs 100
Lakhs w.e.f 1^st June, 2023.

16. Particulars of Employee:

None of the employees of the Company has received any remuneration exceeding the
limit as prescribed under section 197 read with rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

18. Meetings of the Board and its Committees

During the Financial Year, the Board met on 19 occasions as detailed below. The gap
between two consecutive Board Meetings was within the limits prescribed under the
Companies Act, 2013.

Sr. No	Board Meeting	Total Number of directors as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1	01/04/2023	3	3	100
2	03/04/2023	3	3	100
3	11/04/2023	3	3	100
4	29/04/2023	3	3	100
5	17/05/2023	3	3	100
6	29/05/2023	3	3	100
7	01/06/2023	3	3	100
8	07/06/2023	3	3	100
9	26/06/2023	3	3	100
10	03/07/2023	3	3	100
11	06/07/2023	3	3	100
12	14/07/2023	3	3	100
13	21/07/2023	3	3	100
14	01/08/2023	3	3	100
15	18/08/2023	6	4	66.66
16	31/08/2023	6	5	83.33
17	30/10/2023	6	4	66.66
18	29/11/2023	5	5	100
19	23/02/2024	6	4	66.66

19. Committee Meeting

Board of Directors of the Company has formed following committees in terms of
requirements of the Act, the statutorily mandated committees constituted under the
provisions of the Act are Audit Committee, Nomination and Remuneration Committee,
Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee.

The Committees have been mandated to operate within their terms of reference,
approved by the Board to focus on the specific issues and ensure expedient resolution on
diverse matters. There was no instance where the Board did not accept the
recommendation of the Audit Committee and Nomination and Remuneration Committee.
The composition, committee meeting held, terms of reference and other details of the
above mentioned committees are as follow:

Sr. No	Type of Meeting	Date of Meeting	Total Number of Members as on the date of meeting	Number of Director attended	Attendance
1	Management committee	22/08/2023	3	3	100
2	Management committee	13/09/2023	3	2	66.66
3	Management committee	09/10/2023	3	2	66.66
4	Management committee	17/01/2024	3	3	100
5	Management committee	06/03/2024	3	2	66.66
6	Management committee	30/03/2024	3	2	66.66
1	Audit Committee	30/08/2023	3	2	66.66
2	Audit Committee	23/02/2024	3	2	66.66
1	Nomination & Remuneration Committee	29/11/2023	4	4	100
i	Corporate Social Responsibility	03/07/2023	3	3	100
1	IPO Committee	31/08/2023	3	2	66.66

20. Remuneration Policy

The Board has framed a policy for selection and appointment of Directors, Key
Managerial Personnel, Senior Management and their remuneration.

21. Loan from Directors

During the Financial Year 2023-24, the Company has accepted loans from Mr. Amit Jain,

Mr. Arpit Jain & Mr. Sandeep Jain who were Directors of the Company during the year.

Company has repaid the Loan to Mr. Sandeep Jain within financial year 2023-24.

22. Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that:

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

ii) Your Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2024 and its
loss for the year ended on that date;

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

iv) Your Directors have prepared the Annual Accounts for the financial year ended March
31, 2024 on a going concern basis;

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

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

23. Related Party Transactions

The Related Party Transactions that were entered into during the Financial Year 2023-24
were on an arm''s length basis and in the ordinary course of business. There were no
materially significant Related Party Transactions entered into by the Company with
Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with
the interest of the Company at large.

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

24. Deposits

Your Company has not accepted or renewed any deposits under Chapter V of the Companies
Act, 2013, during the Financial Year 2023-24.

25. Auditors

a) Statutory Auditors

The Statutory Auditor, Kevin Shah & Associates, Chartered Accountants, Mumbai (FRN#
144250W), rendered his resignation from the office on 03^rd April, 2023 due to pre¬
occupation.

Due to the Casual Vacancy caused in the office of the Statutory Auditor, the Board appointed
M/S. Mittal & Associates, Chartered accountants, Mumbai (FRN:- 106456W), as the Statutory
Auditor of the Company in the Board Meeting held on 11^th April, 2023 and the appointment
was approved by the Member in the Extra Ordinary General Meeting held on 12^th April, 2023.

In view of the above, the Board of Directors of the Company recommended to the members
of the Company the appointment of M/S. Mittal & Associates, Chartered accountants,
Mumbai (FRN:- 106456W),) as the Statutory Auditors of the Company for a period of 5 (five)
years commencing from conclusion of 37^th Annual General Meeting upto the conclusion of
the 41^st Annual General Meeting of the Company to be held in the year 2026-2027. The
Company has received a confirmation letter from M/S. Mittal & Associates to the effect that
their appointment, if made, will be within the limits prescribed under the Companies Act,
2013. Further, they have confirmed that they are not disqualified for appointment as per the
provisions of the Act and they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India (ICAI). The Board recommends their
appointment as Statutory Auditors of the Company for a period of 5 (five) years commencing
from the Financial Year 2022-23 to 2026-27.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Kala
Agarwal (C.P. No.: 5356), Company Secretary in Practice, in the Board meeting held on 01st
June, 2023 to undertake the Secretarial Audit of the Company for the Financial Year 2023-
2024 and their report is Annexure E as part of this Report.

26. Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3] of the Act read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the Annual Return as on
31^s'' March, 2024, is placed on the website of the Company at https://arkade.in/financiali
reporting/

27. Conservation of Energy and Technology Absorption

In view of the nature of activities which are being carried on by the Company, provisions
regarding Conservation of Energy and Technology Absorption read with Section 134 (3) (m)
of the Companies Act, 2013 and Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not
applicable.

28. Maintenance of Cost Records

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Amendment Rules, 2014; your Company with reference to its Construction
Industry is required to maintain the cost records as specified under Section 148 of the
Companies Act, 2013 and the said cost records are also required to be audited by the
Practising Cost Accountants. Your Company is maintaining all the cost records referred
above.

The Company had appointed S K Agarwal and Associates, Practising Cost Accountants, as
the Cost Auditors for conducting the audit of cost records of the Company for the Financial
Year 2023-24.

29. Foreign Exchange earnings and outgo

During the Financial Year 2022-23, there was no expenditure in foreign currencies in terms
of on account of professional fees and payment of Letter of Credit and the Company has not
earned any foreign exchange.

30. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or
Tribunals during the Financial Year 2023-24 impacting the going concern status and
Company''s operations in future.

31. Prevention of Sexual Harassment of Women at Workplace

In line with the requirements of The Sexual Harassment of Women at Workplace
[Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted an Anti-Sexual
Harassment Policy and has complied with the provisions relating to the constitution of
Internal Complaints Committee [ICC) to redress the complaints received regarding sexual
harassment. During the Financial Year 2023-24, no instances were reported for redressal.

32. Reconciliation of Share Capital Audit

Pursuant to sub-rule [8) of rule 9A Companies (Prospectus and Allotment of Securities
Rules, 2014, As required by the with a view to reconcile the total share capital admitted
with NSDL and CDSL and held in physical form, with the issued and paid-up capital. The
Company has filed Half yearly Form PAS-6 to the Ministry of Corporate Affairs.

33. Declaration by Independent Directors & Registration in Independent Directors
Databank

All the Independent Directors have given declarations that they continue to meet the criteria
of independence as laid down under Section 149(6) of the Act and Regulation 16(l)(b) of the
SEBI LODR and that they are not debarred from holding the office of director by virtue of any
SEBI Order or any other such authority. All the Independent Directors have confirmed that
they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to registration with the data bank of
Independent Directors maintained by the Indian Institute of Corporate Affairs

34. Online Proficiency Self-Assessment Test

Mrs Neha Huddar, Independent Directors of the Company have passed the Online Proficiency
Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA). The other 2
Independent Director will appear for Online Proficiency Self-Assessment Test conducted by
Indian Institute of Corporate Affair (IICA)

35. Change in the Nature of Business (if any)

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

36. Material Changes and commitments occurred between the end of the Financial Year
and the date of the report

The details of material changes, occurred between the end of the Financial Year and the date
of this report, which may have an effect on the financial position of the Company are
disclosed in the Notes No. 44. In the Restated Financial Statements for the year 2023-24,
forming a part of this Annual Report.

There were no other reportable material changes or commitment, occurred between the end
of the Financial Year and the date of this report, which may have any effect on the financial
position of the Company.

37.Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India during the Financial Year 2023-24.

38. Details of Fraud.

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

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

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

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

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

41.General Disclosure

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

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under
any scheme;

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

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

Acknowledgement

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

For ARKADE DEVELOPERS LTD

(Formerly Known as Arkade Developers Pvt. Ltd.)

-4- ^

AMITJAIN ARPITVIKRAM JAIN

MANAGING DIRECTOR WHOLE-TIME DIRECTOR

DIN:00139764 DIN:06899631