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

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:

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.

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:

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