The Board of Directors are pleased to present the Annual Report of your Company M/s Arihant Superstructures Limited (the "Company" or "ASL") along with the Audited (Standalone and Consolidated) Financial Statements for the Financial Year ended 31^st March, 2024.

FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ending on 31^st March, 2024 is summarized as below:

The Board has proposed a transfer of INR 22.9965 Crores from the surplus to the General Reserves of the Company as at 31^st March 2024.

The Financial Statements have been prepared on accrual basis in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and the provisions of the Companies Act, 2013.

The Financial Statements have been prepared on accrual and going concern basis under historical cost convention except for certain Financial Assets and Liabilities which have been measured at fair value (refer accounting policy regarding financial instruments). If no such transactions can be identified, an appropriate valuation model is used. Impairment losses of continuing operations, including impairment on inventories, are recognized.

The Financial Statements are presented in Indian Rupees ("INR") and all amounts are rounded to the nearest Lacs, except as stated otherwise. Previous years figures may have been regrouped/ reclassified as and when it is necessary.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors' Report form part of this Annual Report

COMPANY PERFORMANCE OVERVIEW

During the year under review, the revenue from operations of the company, on a consolidated basis increased from INR 39,172.72 Lacs in FY 2022-23 to INR 51,128.61 Lacs in FY 2023-24. The revenue from operations on a stand-alone basis, increased from INR. 8,119.65 Lacs in FY 2022-23 to INR. 11,861.16 Lacs in FY 2023-24.

The profit after tax on a consolidated basis was INR 6,922.46 Lacs in FY 2023-24 as against the profit after tax of INR 4,267.44 Lacs for FY 2022-23. The profit after tax for the FY 2023-24 on a stand-alone basis was INR 2,292.37 Lacs as against the profit after tax of INR 1,846.48 Lacs for FY 2022-23. The increase in the revenue and profit both on a stand-alone and consolidated basis was driven by continued focus across bringing better quality construction with consumer centric approach, delivering best in class quality consistently and enhancing customer's trust.

PROJECTS AND OPERATIONS OF THE COMPANY

The current projects and operations of the company are as follows:

Project: Arihant Aarohi: Residential project located at Kalyan Shil Road, Navi Mumbai, spans over 2.5 acres of land comprises of 2 & 3 BHK

Project: Arihant Aaradhya: Residential project situate at Kalyan Annexe (Bhiwandi) comprises of 11 Towers of G 14 floors.

Project: Arihant Aayan: Located at Titwala, the project comprises of 3 towers providing modern lifestyle at affordable prices.

The following projects are currently being undertaken by the subsidiary companies:

Project: Arihant Advika: A redevelopment residential project at Vashi, Navi Mumbai with two towers of twenty six floors each for sale and two towers for rehabilitation. Project is housed under Arihant Aashiyana Private Limited

Project: Arihant Aspire: Residential project located at Panvel, Navi Mumbai comprises of nine buildings having five building currently under construction having forty three floors. Project is housed under subsidiary Arihant Abode Limited

Project: Arihant Aloki: Residential project located at Karjat spanning six acres of land in affordable category. Project is housed under under Arihant Aashiyana Private Limited

Project: Arihant Clan Aalishan: Project: Arihant Aalishan: Residential project at Kharghar, Annex, is one of the tallest project with 53 floors comprising of three towers. Project is housed under subsidiary Arihant Vatika Realty Private Limited

Project: Arihant 5 Anaika: Residential project providing modern living at affordable prices near to Taloja Metro Station. Project is housed under subsidiary Arihant Vatika Realty Private Limited

Project Anmol Ph 3: Residential project located at Badlapur (E) spans over seven acres of Land well equipped with all amenities. Project is housed under subsidiary Arihant Vatika Realty Private Limited

Project Amisha Ph 2: Residential project located at Taloja, Panvel spans over 7 acres of land area. Project is housed under Arihant Aashiyana Private Limited.

DIVIDEND

The Board of Directors are pleased to recommend for approval of the shareholders a final dividend of Rs 1.20 (12%) per equity

share of Rs. 10/- each for the financial year ended 2023-24. The dividend, if approved by the shareholders, would entail a payout of approximately Rs.125 Lacs. The dividend would be paid to all the equity shareholders, whose name would appear in the Register of Members/ list of beneficial owners on the record date fixed for this purpose i.e. 14.09.2024. The Promoter & Promoter Group have voluntarily waived their right to receive the final dividend as intimated by them to the Company.

SHARE CAPITAL

The authorized share capital of the company as at 31^st March 2024 is INR 1,15,00,00,000 (Rupees one hundred and fifteen crores only) consisting of 10,00,00,000 (ten crores) equity shares of INR 10/- each and 1,50,00,000 (one crore fifty lakhs only) preference shares of INR 10/- each. The paid-up share capital of the company continues to be INR 41,15,99,910 (Rupees forty-one crores fifteen lakhs ninety-nine thousand nine hundred and ten only) consisting of 4,11,59,991 (four crores eleven lakhs fifty nine thousand nine hundred and ninety one only) equity shares of INR 10/- each, fully paid-up.

The company has during the financial year issued 20,90,000 (twenty lakhs ninety thousand only) partly paid-up equity share warrants on a preferential basis at an issue price of INR. 180/-per warrant. The warrants are fully convertible on a 1:1 basis into equity shares subject to receipt of full payment within 18 months from the date of allotment. The equity share warrants were issued to non-promoters.

The company provides for dematerialization of its equity shares through its Registrar & Transfer Agent. The details of the same are stated in the Corporate Governance Report, which forms a part of the Board report.

Changes in the composition of the Board of Directors:

During the period of this report, the following changes have occurred in the Board of Directors of the company:

? Change in Designation of Mr. Pramod Vyankatesh Deshpande (DIN: 10204931) from Additional Independent Director to Independent Director of the Company for a term of 5 (five) years by the Shareholders approval of the Company at the Annual General Meeting of the Company held on 23^rd September 2023.

? Change in Designation of Mr. Namrata Ashit Thakker (DIN: 08478260) from Additional Independent Director to Independent Director of the Company for a term of 5 (five) years by the Shareholders approval of the Company with effect from 1 ^st September, 2023 at the Annual General Meeting of the Company held 23^rd September 2023.

? Dr. Vijay Satbir Singh (DIN: 06507508) has been appointed as an Additional Independent Director for a first (1^st) term of the 5 (five) years with effect from 15^th May, 2024 The Board of Directors have recommended the appointment of Dr Vijay Satbir Singh as an Independent Director for a period of 5 (five) years at the forthcoming Annual General Meeting.

? Mr. Raj Narain Bhardwaj (DIN: 01571764) has resigned as an Independent Director of the Company with effect from 5^th July, 2024 pursuant to provisions of Section 168 of the Companies Act, 2013.

? Mrs. Chandra Iyengar (DIN: 02821294) has resigned as an Independent Director of the Company with effect from 29^th July, 2024 pursuant to provisions of Section 168 of the Companies Act, 2013.

The Board places on record its appreciation for the guidance, support and co-operation provided by Mr. Bhardwaj and Mrs. Iyengar during their tenure with the company.

Mr. Nimish Shah (DIN: 03036904), is liable to retire by rotation at the forthcoming Annual General Meeting and being willing

and eligible may be re-appointed as a Whole-time Director liable to retire by rotation.

The Board of Directors recommend the appointment/ reappointment of Dr. Vijay Satbir Singh and Mr. Nimish Shah, respectively at the forthcoming Annual General Meeting.

Declaration of Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

? They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations.

? I n terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs, Manesar.

? I n terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

? I n terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

Certificate on Disqualification of Directors

In terms of the provisions of Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from a Practicing Company Secretary in respect of the non-disqualification of the Directors. This certificate forms a part of this report.

*CS Darshni Lakhani has resigned from the post of the Company Secretary and Compliance Officer w.e.f. 7^th August, 2023 and the Board has appointed CS Tasneem Marfatia as the Company Secretary and Compliance Officer of the Company w.e.f from 24^th February, 2024. Further, CS Taneem Marfatia has resigned from the said position w.e.f. 10^th July, 2024.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same.

2. Such Accounting Policies have been selected 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 of the profit of the Company for that period;

3. 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

4. The Annual Accounts of the Company have been prepared on a going concern basis.

5. Internal Financial Controls have been laid down to be by the Company and that such internal Financial Controls are adequate and were operating effectively.

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF BOARD OF DIRECTORS

The Board of Directors, during Financial Year 2023-24 met 6 (Six) times i.e. 22^nd May, 2023, 11^th August, 2023, 7^th November, 2023, 12^th February, 2024, 24^th February, 2024 and 23^rd March, 2024. The Board of Directors meets at regular intervals to discuss the business and compliance matters of the Company. The details of the Meetings of the Board of Directors and the Committees of the Board of Directors and their respective constitution along with the attendance of the Directors for the meetings are stated in the Corporate Governance Report attached which forms a part of this Board's Report.

The Board has constituted the following Mandatory and Non-mandatory Committees of the Board of Directors:

The Company Secretary of the Company is the Secretary to each of these Committees.

During the year under review, all the recommendations made by the Audit Committee were approved by the Board of Directors.

Separate Meeting of Independent Directors is conducted during every year, in terms of the requirements of Schedule IV to the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Board of Directors have adopted various policies on the functioning and running of the Board of Directors as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and which are also available on the website of the Company at www.asl.net.in.

NOMINATION AND REMUNERATION POLICY

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration, evaluation and other matters as provided under Section 178 of the Act and Listing Regulations. The copy of the Policy can be found under the Investors section on http://www.asl.net.in.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arm's length basis in terms of provisions of the Act. The Company's Policy on dealing with and Materiality of Related Party Transactions is available on the website of the Company at www.asl.net.in

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. During the year under review, the Related Policy Framework was suitably amended to give effect to the changes in the relevant provisions of law.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Standalone Financial Statements of the Company. The company also obtains suitable approval of the members for the materially significant related party transactions, in line with Regulation 24 of the Listing Regulations.

The approval of the materially significant related party transactions for Financial Year 2023-24 is sought at the forthcoming Annual General Meeting of the Company. The same is recommended by the Audit Committee and the Board of Directors.

The Company in terms of Regulation 23 of the Listing Regulations submits along with the publication of its quarterly and annual standalone and consolidated financial results disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges.

The said disclosures can be accessed on the website of the Company at www.asl.net.in. Form AOC - 2 pursuant to Section 1 34 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure - II to this report.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, SENIOR MANAGEMENT AND EMPLOYEES

The remuneration paid to the Directors and Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and

Company and the environment in which the Company operates. Operational updates are provided for them to have a good understanding of Company's operations, businesses and the industry as a whole. They are periodically updated on material changes in regulatory framework and its impact on the Company. The Company's Policy of conducting familiarisation program has been disclosed at the website of the Company under the Corporate Governance section on www.asl.net.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board in accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibilities) Rules, 2014, as amended. During the year, the said policy has been reviewed by the Board of Directors of the Company.

The CSR policy of the company is displayed on the website of the company on www.asl.net.in. The company is committed to undertaking its CSR responsibility and initiatives in letter and spirit and will undertake to spend towards effective causes in line with the CSR policy of the company.

The Company's CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31^st March 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) is set out in Annexure - IV to this report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual return as on March 31,2024 is available on the website of the company on www.asl.net.in

AUDITORS AND AUDITORS' REPORT

Statutory Auditors and their Report

The company has appointed M/s Ummed Jain & Co., Chartered Accountants (Firm Regn No 119250W) as the Statutory Auditors at the 40^th Annual General Meeting of the Company held on 23^rd September, 2023 for the term of 5 years till the conclusion of the AGM to be held in 2028. The Board has received a consent and letter from the Statutory Auditors, stating their eligibility to conduct the Statutory Audit for the Financial Year 2023-24. The details of the remuneration paid to the Statutory Auditors in Financial Year 2023-24 are provided in the Financial Statements.

The comments and disclaimers mentioned in the statutory auditors' report being self-explanatory, do not require any reply from the Board of Directors of the Company.

Secretarial Auditors and their Report

The Company has appointed M/s D A Kamat & Co, Company Secretaries as the Secretarial Auditors of the Company for FY 202324 under the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors Report for Financial Year 202324 is attached as Annexure - V to this Report.

Cost Auditors

The Company is not required to appoint any Cost Auditors or maintain cost records for the Company during the year under review.

Internal Auditors

The Board had appointed M/s Anjani Goyal & Co. Chartered Accountants as the Internal Auditors for FY 2023-24. The Board has appointed M/s Anjani Goyal & Co, Chartered Accountants as the Internal Auditors for Financial Year 2023-24. The remarks of the Internal Auditors Report are placed before the Audit Committee and Board of Directors for their review and process improvement.

INTERNAL FINANCIAL CONTROLS

The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company's business The Company adheres to the prescribed guidelines with respect to the transactions, Financial Reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the Audit on regular basis and the Audit Committee actively reviews Internal Audit Reports and effectiveness of Internal Control Systems.

Internal Control Systems are implemented to safeguard the Company's assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate Financial and Accounting Controls and implement Accounting Standards.

RISK MANAGEMENT POLICY

The Board of has constituted a Risk Management Committee consisting of the heads of finance, administration and operations of the company. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership. The Company endeavours to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

The Board of Directors of the Company, on the recommendation of the Risk Management Committee has developed risk management policy for the Company to articulate the Company's approach to address the uncertainties in its endeavour to achieve its stated and implicit objectives and the same is available at the website of the Company at www.asl.net.in.

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

The information required to be furnished pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014 is enclosed as Annexure-VI and forms part of this Report.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance is attached to this Report. The same is attached to this Report as Annexure - VII.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committees has also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company periodically conducts sessions for employees across

the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

No complaints of sexual harassment were received during the financial year 2023-24 by the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF during the FY 2023-24 and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided in the General Shareholders Information section of Corporate Governance report forming part of this Annual Report.

The Company is under process of transfer the unpaid dividend amount and underlying shares to IEPF Account.

CODE OF CONDUCT AND INSIDER TRADING REGULATIONS

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day to day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated Employees have confirmed compliance with the Code, except for the instances as reported to the Stock Exchanges in this regard.

? None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013. There are no frauds other than the ones prescribed under Section 143(12) of the Companies Act, 2013, requiring disclosure in this Annual Report.

? The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

? The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

? The Company has not issued any sweat equity shares to its directors or employees; and

? There was no revision of financial statements and Boards report of the Company during the year under review.

? The company has not made any application nor any application or proceeding is pending under the Insolvency

and Bankruptcy Code (31 of 2016) during the year requiring any update in the Boards' Report.

? The company has not undertaken any one-time settlement with any banks or financial institutions during the financial year. Hence there are no details of difference between amount of the valuation date at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions required to be informed in this report.

? The company has not obtained Credit Rating on any of its securities during the financial year.

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, Bankers, Business Associates, Regulatory and Government Authorities for their continued support.

EMPLOYEES:

The employees form an integral part of the success of any Company. The Company on a group level employed as mentioned in the below table employees during the year. The details of employees employed with the Company are as follows:

OTHER DISCLOSURES:

? There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.

? During the year under the review, there was no change in the nature of business of the Company.

? During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. The details of the loans received from Directors and their relatives are stated in the Financial Statements attached to this report. The Directors' have given the necessary disclosures in respect of the said loans.

? The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

? The details of the Loans given, Investments made, guarantees and securities on loans given during Financial Year 2023-24 are stated in Note to the Standalone Financial Statements of the Company. The loans, investments, guarantees and securities are within the limits prescribed under Section 186(2) of the Companies Act, 2013.

? There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

? The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies.