# Resigned on 30.08.2023

The remuneration and other details of these Key Managerial Personnel for Financial Year 2022-23 are provided in the Annual Return which is available on the website of the Company.

(I) AUDIT COMMITTEE

The Audit Committee had a number of meetings, both formal and internal interactions, with the management team in reviewing Accounts, Finances, Compliances and Risks, and in ensuring improved internal reporting, analyses and financial performances.

Given the increasing complexities presented by the new Companies Act and other Laws, the Audit Committee has also focused on Compliance and Governance to meet the needs of the present and the future. When necessary, external consultants have been brought in to support the Committee and the Management team.

We are happy to report to you that governance of your Company is of a high order as a result. Further improvements are being implemented.

The Audit Committee composition under provisions of section 177 of the Act and as required under Reg. 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 is depicted below:

Mr. Karan Bhasin, Chairman of the Committee -I & NE **

Mr. Prateek Khicha, Member of the Committee - I & NE#

Mr. Kamal Lunawath, Managing Director, Member of the Committee - NI &E Ms. Jose Alphia, Secretary of the Committee.

Note: I- Independent, NE- Non-Executive, E- Executive

(II) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been active in its role as stipulated in Section 178 of the Companies Act 2013. The policy of remuneration for the Directors, KMPs and employees are stated elsewhere in the report.

The Nomination & Remuneration Committee consists of Mr. Karan Bhasin, Chairman of the committee, Mrs. Ann Gonsalvez, Independent Director and Mr. Prateek Khicha, Independent Director. The Company Secretary of the Company acts as the Secretary to the Committee.

The Committee is formed in accordance with Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee has coined a Remuneration Policy as under Reg. 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the purpose of determining the Remuneration to the Directors.

(III) STAKEHOLDER GRIEVANCE COMMITTEE/ STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Grievance committee comprises of, Mr. Karan Bhasin - Chairman of the committee, Mr. Kamal Lunawath, Managing Director and Mr. Prateek Khicha, Independent Director as the members of the committee. The Company Secretary of the Company acts as the Secretary to the Committee.

The Committee is formed in accordance with Section 178 of the Companies Act, 2013 to consider and resolve the grievances of security holders of the company.

D) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the following are the changes in directors and Key Managerial Personnel

After the closure of financial year-

E) MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial Year 2022-23, the Board of Directors met Eight (8) times and the details of the meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure 2). The gap intervening between two meetings was within the time prescribed under the Act and Listing Regulations.

Details of attendance of meetings of the Board, its Committees and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

F) DECLARATION BY INDEPENDENT DIRECTORS

A declaration by the Independent Directors that they meet the criteria of independence as provided in sub-section (6)of Section 149 of the Companies Act, 2013 was taken on record by the Board in their meeting held on May 30, 2023.The terms and conditions of appointment of the Independent Directors are placed on the website of the Company https://www.arihantspaces.com/investors/code-of-conduct/

The Company has also disclosed the Directors' familiarization program on its website https://www.arihantspaces.com/investors/code-of-conduct/.

The independent directors have met on 30.05.2023 and reviewed the performance of non-executive directors, chairmanand executive directors and analyzed the flow of information to the Board. All the Independent directors were present at the meeting.

The Board also evaluated its own performance and that of its committees & Independent Directors.

NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

FINANCE

All taxes and statutory dues have been paid. Payment of interest and instalments to the Financial Institutions and Banks are being made as per schedule. Your Company had not collected any Fixed Deposits during the Financial Year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Indian Accounting Standards (IND-AS) on consolidated financial statements read with Accounting Standard IND-AS-28 on investment in associates and on financial reporting of interest in Joint Venture, Auditors Report on the consolidated financial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash flow statements are provided in the Annual Report.

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

The company has taken necessary steps for conservation of energy, technology absorption.

There are no foreign -exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

Details of employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 3 to this annual report. Employees at all levels have performed well.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Womenat the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year the Company has not received any complaint under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties (as defined under the Companies Act, 2013) during the financial year were in the ordinary course of business and on an Arm's length pricing basis, and do not attract the provisions of Section 188 of the Companies Act, 2013 and within the ambit of Reg. 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company's website. https://www.arihantspaces.com/investors/code-of-conduct/. Details of transactions with related parties are given in Form AOC - 2 which is attached to this report as Annexure 4.

REMUNERATION POLICY OF THE COMPANY:

The objective of the remuneration policy of the Company is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS- 2) issued by the Institute of Company Secretaries of India.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations.

The aforesaid Codes are posted on the Company's website and can be accessed by using web link at: https://www.arihantspaces.com/investors/code-of-conduct

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It's an optimum mix of e xpertise (including financial expertise), leadership and professionalism.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. the directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. the directors have prepared the annual accounts on a going concern basis.

v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CEO/CFO CERTIFICATION

Appropriate certification as required under Reg. 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Kamal Lunawath, Managing Director and Mr. Vimal Lunawath, Chief Financial Officer have certified to the Board regarding Financial Statements for the year ended 31st March, 2023 which is attached as Annexure 2 to CG.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at weblink https://www.arihantspaces.com/wp-content/uploads/2022/06/Code-of-Conduct-for-Directors-and-SM.pdf. Pursuant to the Listing Regulations, confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given in Annexure 1 to the Corporate Governance.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

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

CORPORATE SOCIAL RESPONSIBILITY

The obligation to incur expenses under Corporate Social Responsibility is not applicable to your Company for the current year. A CSR committee of the Board, however, has been constituted and a policy on Corporate Social Responsibility Policy has been uploaded on the Company's website https://www.arihantspaces.com/wp-content/uploads/2020/06/CSR-POLICY.pdf

STATEMENT PURSUANT TO LISTING REGULATIONS:

Your Company's shares are listed with the BSE Ltd. We have paid the respective annual listing fees and there are no arrears.

REPORT ON CORPORATE GOVERNANCE

A Report on Corporate governance is annexed herewith as Annexure 2.

STATUTORY AUDITORS

The Company has appointed M/s. B.P Jain & Co, Chennai (Firm Regn. No. 007735S) in the 29th Annual GeneralMeeting held on 30^th September 2022 for a period of 5 years from the 29th annual general meeting until the conclusion of the 34th annual general meeting of the Company on such remuneration as may be fixed by the Board of Directors. In view of the amendment to the Companies Act, 2013 notified by the Ministry of Corporate Affairs dated 7th May 2018, no longer their appointment needs to be ratified by the Members of the company.

AUDITORS' REPORT

There are no qualifications or adverse remarks mentioned in the Auditors' report. The notes to accounts, forming part of financial statements, are self-explanatory and needs no further clarification.

SECRETARIAL AUDITORS

The Board appointed Mr. V Suresh, Practising Company Secretary, Chennai to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023, is attached to this Report as Annexure 6.

The Board appointed Mr. Abbavaram Kumar Reddy, Practising Company Secretary, Chennai to conduct Secretarial Audit for the Financial Year 2023-24 at the Board Meeting held on August 14, 2023

ADEQUACY OF INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Audit and Internal Financial Controls with reference to the financial statements, whichis evaluated by the Audit Committee as per Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Apart from Statutory Audit, your Company, in compliance with Section 138 of the Companies Act, 2013, had engaged M/s N. S. Shastri & Co, (Firm Registration No 015093S) Chartered Accountants, Bangalore as the Internal Auditors of the Companyfor the financial year 2022-23. Findings and observations of the Internal Auditors are discussed, and suitable corrective actions are taken as per the directions of the Audit Committee on an on-going basis to improve efficiency in operations.

The Company's internal control systems are well established and commensurate with the nature of its business and the size and complexities of operations and adequate with reference to the financial statements as envisaged under the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to the provisions of the Act and Listing Regulations and as per Guidance Note on Board Evaluation issued by SEBI on 5th January 2017, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees at its meeting held on 14th November, 2022. The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees. The performance of the Board, its committees and individual Directors was evaluated by the Nomination and Remuneration Committee and Board after seeking inputs from all the respective Committee member and Directors.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, The Company has a risk policy defining risk management governance model, risk assessment and prioritization process. The Risk Management Committee adopted a follow-up risk management framework to review and monitor the key risks and their mitigation measures periodically and provide an update to the Board on Company's risks. The Audit Committee has additional oversight on financial risks and controls.

ANNUAL RETURN

The annual return of the Company has been uploaded in the web site and the same can be accessed through web site link https://www.arihantspaces.com/investors.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES OF THE COMPANIES ACT, 2013:

a) The ratio of the remuneration of each Director to the median employee's remuneration for the financial year and such other details as prescribed is as given below:

b) The median remuneration for the period from April 2022 to March 2023 Rs.8,40,000/-

c) The percentage increase in remuneration of the Managing Director, Chief Financial Officer, Company Secretary, Manager if any, in the financial year:

Mr. Kamal Lunawath - (Managing Director) : N.A.

Mr. Vimal Lunawath - (Chief Financial Officer) : N.A.

Mr. Asim Kumar Charchi - (Company Secretary) : N.A.

d) The percentage increase in the median remuneration of employees in the financial year: 0.94% or 1%

e) The number of permanent employees on the rolls of company: 79

f) Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and anyexceptional circumstances for increase in the managerial remuneration:

The increase in remuneration is based on remuneration policy of the Company.

g) If remuneration is as per the remuneration policy of the company: Yes

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

CAUTIONARY STATEMENT

The Annual Report including those which relate to the Directors' Report, Management Discussion and Analysis Report may contain certain statements on the Company's intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company's performance could be the demand and supply for Company's product and services, changes in Government regulations, tax laws, forex volatility etc.

ACKNOWLEDGEMENTS

Your directors place on records their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors

(VIMAL LUNAWATH)

Whole-time Director

DIN: 00586269

(KAMAL LUNAWATH)

Managing Director DIN:00087324

Place: Chennai

Date: 04.09.2023