Dear Shareholders,
Your Board of Directors have pleasure in presenting their 39th
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, Nonconvertible 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 39th 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.
| Board Meeting |
Total Number of directors as on the date of
meeting |
| 10/06/2024 |
6 |
| 12/07/2024 |
6 |
| 15/07/2024 |
6 |
| 05/09/2024 |
6 |
| 20/09/2024 |
6 |
| 10/10/2024 |
6 |
| 13/11/2024 |
6 |
| 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 39th 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 37th Annual General Meeting upto the conclusion
of the 41st 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
202425. The remuneration of Cost Auditor for the financial year 2024-25 was ratified by
the shareholders at the 38th 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 |
|
|