Arvind SmartSpaces Limited — AGM Information 2021

Aug 27, 2021

AivinD SMA1TSPACES

www.ar'4ndsrnartspaces.com

27thAugust, 2021

HE Limited Listing Dept. / Dept. of Corporate Services, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001.

Security Code : 539301 Security ID : ARVSMART Symbol : ARVSMART

National Stock Exchange of India Ltd. Listing Dept., Exchange Plaza, 5thFloor, Plot No. C/1, G. Block, Bandra-Karla Complex, Bandra (E), Mumbai - 400 051.

Dear Sir/Madam,

Sub: Submission of Notice of Annual General Meeting,

Pursuant to Regulation 30 of the SEW (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of Annual General Meeting of the Company to be held on Wednesday, 22" September, 2021 at 11.00 a.m. through Video Conference ("VC") / Other Audio Visual Means ("OAVM") alongwith instructions for e-voting.

The aforesaid notice alongwith instructions for e-voting is being sent to all eligible shareholders through permitted mode and is also available on the website of the Company at www.arvindsmartspaces.com.

This is for your information and records.

Thanking You,

Yours Faithfully, For Arvind SmartSpaces Limited

Prakash ana Company Secretary

Encl.: As above

Arvind Smartspaces Limited Regd. Office : 24. Government Servant Society, Near Municipal Market Off C. G. Road. Navrangpura, Ahmedabad. 380 009. India Tel.: +91 79 68267000 Fax: +91 79 68267021 CIN: L45201Q2008PLC055771 09673

NOTICE

NOTICE is hereby given that the Thirteenth Annual General Meeting of the members of the Company will be held on Wednesday, nd 22 September, 2021 at 11:00 am through Video Conference ("VC") / Other Audio Visual Means ("OAVM") ("hereinafter referred to as "electronic mode") to transact the following Business:

ORDINARY BUSINESS

• 1. To receive, consider and adopt the audited financial statements (including consolidated financial statements) of the Company for st the financial year ended on 31 March, 2021 and the Reports of the Directors and Auditors thereon.
• 1. To appoint a Director in place of Mr. Kulin S. Lalbhai (DIN: 05206878), who retires by rotation in terms of Article 187 of the Articles of Association of the Company and being eligible, offers himself for reappointment.

SPECIAL BUSINESS

3. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of Rs. 90,000/- (Rupees Ninety Thousand Only) plus applicable taxes and re-imbursement of out of pocket expenses incurred in connection with the audit, payable to M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad having Firm Registration No. 000025 appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records maintained by the Company for the financial year ending st 31 March, 2022 be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution."

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule V thereto and the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force and in supersession of the Special Resolution No. 8 passed in the Annual General Meeting held on th 29 September, 2020 consent of the members of the Company be and is hereby accorded for the payment of commission to the Director(s) of the Company who is / are neither in the whole time employment nor a managing director(s), in accordance with and up to the limits not exceeding 1% as laid down under the provisions of Section 197 of the Act, for a period of 5 years from st st 1 April, 2021 to 31 March, 2026.

RESOLVED FURTHER THAT in the event of the Company having no profits or inadequate profits in any financial year, during the above mentioned period, the consent of the members of the Company be and is hereby accorded for the payment of Remuneration / Commission to the Director(s) of the Company who is / are neither in the whole time employment nor a managing director(s) in accordance with the limits specified in Part II of Section II (A) of Schedule V to the Act as applicable to the Company but not exceeding Rs. 50,00,000/- (Rupees Fifty Lakhs only) in such manner and up to such amount as the Board and/or Committee of the Board may, from time to time, determine.

RESOLVED FURTHER THAT Board of Directors or Management Committee of the Company be and is hereby authorised to do all acts, deeds and things as may be necessary to give effect to the foregoing resolution."

Registered Office: By Order of the Board 24, Government Servant's Society, Near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad - 380009 Prakash Makwana th Date: 6 August, 2021 Company Secretary

Notes

• 1. In view of the outbreak of the Covid-19 pandemic, social distancing norms to be followed, the continuing restriction on movement of persons at several places in the country and pursuant to the th General Circular No. 20 dated 5 May, 2020 read with General th Circular No. 14 dated 8 April, 2020, General Circular No. 17 dated th th 13 April, 2020, General Circular No. 20/2020 dated 5 May, 2020 th and General Circular No. 02/2021 dated 13 January, 2021 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"), the MCA has permitted the holding of Annual General Meeting ("AGM") through VC or OAVM without the physical presence of Members at a common venue. In compliance with these MCA Circulars and the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the AGM of the Members of the Company is being held through VC/OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM only. The deemed venue for the AGM of the Company shall be the Registered Office of the Company. The detailed procedure for participating in the meeting through VC/OAVM is explained at Note No. 18 below.
• 1. The Notice of the AGM along with the Annual Report for the financial year 2020-21 is being sent only by electronic mode to those Members whose email addresses are registered with the Company/ Depositories, in accordance with the aforesaid MCA th Circulars and circular issued by SEBI dated 12 May, 2020. Members may note that the Notice of AGM and Annual Report for the financial year 2020-21 will also be available on the Company's website www.arvindsmartspaces.com; websites of the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively. Members can attend and participate in the AGM through VC/OAVM facility only.
• 1. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to the Notice.
• 1. Members attending the meeting through VC/OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
• 1. The Members can join the AGM through VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. Members may note that the VC/OAVM Facility, provided by NSDL, allows participation of 1,000 Members on a first-come-first-served basis. The large shareholders

(i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination cum Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. can attend the AGM without any restriction on account of first-come-first-served principle.

1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts concerning the business under Item No. 2 of the Notice, is annexed hereto. The relevant details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, of the person seeking appointment/ re-appointment as Director under Item No. 2 of the Notice is also annexed.

2. The Register of Members and Share Transfer Books of the th Company will remain closed from Thursday, 16 September, 2021 nd till Wednesday, 22 September, 2021 (both days inclusive).

3. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to the Company's Registrars and Transfer Agents, Link Intime India Pvt. Ltd. in case the shares are held by them in physical form.

SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to Link Intime India Pvt. Ltd.

• 1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in st dematerialized form with effect from 1 April, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Link Intime India Pvt. Ltd. for assistance in this regard.
• 1. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Link Intime India Pvt. Ltd., the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
• 1. Members intending to require information about Accounts in the Meeting are requested to inform the Company at least 7 days in advance of the AGM.
• 1. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to approach the Company or its RTA to claim their dividends, within the stipulated timeline. Unclaimed and unpaid dividends for the financial year 2018-19 will be transferred to this fund on due date. Kindly note that once unclaimed and unpaid dividends and shares are transferred to the IEPF, members will have to approach to IEPF Authority for such dividends and shares.
• 1. All documents referred to in the accompanying Notice of the AGM and explanatory statement shall be open for inspection without any fee at the registered office of the Company during normal business hours on any working day upto and including the date of the AGM of the Company.
• 1. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
• 1. Since the AGM will be held through VC/OAVM, the Route Map is not annexed with Notice.
• 1. Instructions for voting through electronic means (e-Voting):
  • I. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company is pleased to provide to its Members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means.
  • II. The Company has engaged the services of NSDL as the Agency to provide remote e-Voting facility and e-Voting during the AGM.
  • III. Mr. Hitesh Buch, Practicing Company Secretary (Membership No. FCS 3145, COP 8195) has been appointed as the Scrutinizer to scrutinize the e-Voting during the AGM and remote e-Voting in a fair and transparent manner.
  • IV. The Results of voting will be declared within two working days from the conclusion of the AGM. The declared Results, along with the Scrutinizer's Report will be submitted with the Stock Exchanges where the Company's equity shares are listed (BSE Limited & National Stock Exchange of India Limited) and shall also be displayed on the Company's website www.arvindsmartspaces.com and NSDL's website www.evoting.nsdl.com.
  • V. Voting rights of the Members for voting through remote e-Voting and voting during the AGM shall be in proportion to shares of the paid-up equity share capital of the Company as th on the cut-off date i.e. Wednesday, 15 September, 2021, A person, whose name is recorded in the Register of Members or in the Register of Beneficial owners (as at the

end of the business hours) maintained by the depositories as on the cut-off date shall only be entitled to avail the facility of remote e-Voting and voting during the AGM.

• VI. The remote e-Voting facility will be available during the following period:
  • a. Commencement of remote e-Voting: 09:00 A.M. (IST) th on Sunday, 19 September, 2021.
  • b. End of remote e-Voting: 05:00 P.M. (IST) on Tuesday, st 21 September, 2021.
  • c. The remote e-Voting will not be allowed beyond the aforesaid date and time and the remote e-Voting module shall be disabled by NSDL upon expiry of aforesaid period.
• VII. Those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system during the AGM.
• VIII. The Members who have cast their vote by remote e-Voting prior to the AGM may also attend/ participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again.
• IX. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holds shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in mentioning their demat account number/ folio number, PAN, name and registered address. However, if he/ she is already registered with NSDL for remote e-Voting then he/ she can use his/ her existing User ID and password for casting the vote.

X. Process and manner for Remote e-Voting:

Members are requested to follow the below instructions to cast their vote through e-Voting:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically on NSDL e-Voting system

Step 1: Access to NSDL e-Voting system

(A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

th In terms of SEBI circular dated 9 December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Type of shareholders	Login Method
Individual ShareholdersholdingsecuritiesindematmodewithNSDL.	1.If you are already registered for NSDLIDeASfacility,pleasevisitthee-Services website of NSDL. Open webbrowserbytypingthefollowingURL: https://eservices.nsdl.com/ eitheron a Personal Computer or on a mobile.Once the home page of e-Services islaunched, click on the "BeneficialOwner" icon under "Login" which isavailableunder"IDeAS"section.A new screen will open. You will have toenter your User ID and Password. Aftersuccessful authentication, you will beable to see e-Voting services. Click on"Access to e-Voting" under e-Votingservices and you will be able to seee-Voting page. Click on options availableagainst company name or e-Votingservice provider - NSDL and you willbere-directedtoNSDLe-Votingwebsite for casting your vote during theremotee-Votingperiodorjoiningvirtual meeting & voting during themeeting.2.If the user is not registered for IDeASe-Services, option to register is availableathttps://eservices.nsdl.com.Select"RegisterOnlineforIDeAS"P o r t a lo rc l i c ka thttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp3.Visit the e-Voting website of NSDL.	Individual ShareholdersholdingsecuritiesindematmodewithCDSL	1.Existing users who have opted for Easi /Easiest, they can login through theiruser id and password. Option willbemadeavailabletoreache-Votingpagewithoutanyfurtherauthentication.TheURLforuserstologintoEasi/Easiestarehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click onNew System Myeasi.2.After successful login of Easi/Easiest theuser will be also able to see the E VotingMenu. The Menu will have links ofe-Votingserviceprovideri.e.NSDL. Click on NSDL to cast yourvote.3.IftheuserisnotregisteredforEasi/Easiest,optiontor e g i s t e ri sa v a i l a b l ea thttps://web.cdslindia.com/myeasi/Registration/EasiRegistration4.Alternatively,theusercandirectlyaccesse-Votingpagebyprovidingdemat Account Number and PAN No.from a link in www.cdslindia.com homepage. The system will authenticate theuser by sending OTP on registeredMobile & Email as recorded in thedematAccount.Aftersuccessfulauthentication, user will be providedlinks for the respective ESP i.e. NSDLwhere the e-Voting is in progress.
	Openwebbrowserbytypingt h ef o l l o w i n gU R L :https://www.evoting.nsdl.com/ either ona Personal Computer or on a mobile.Once thehomepageofe-Votingsystem is launched, click on the icon"Login"whichisavailableunder'Shareholder/Member' section. A newscreen will open. You will have to enteryour User ID (i.e. your sixteen digitdemataccountnumberheldwithNSDL),Password/OTPandaVerification Code as shown on thescreen. After successful authentication,youwillberedirectedtoNSDLDepository site wherein you can seee-Voting page. Click on options availableagainst company name or e-Votingservice provider - NSDL and you willbe redirected to e-Voting website ofNSDL for casting your vote during theremotee-Votingperiodorjoiningvirtual meeting & voting during themeeting.	Individual Shareholders(holdingsecuritiesindema tmode)loginthroughtheirdepository participantsavailable at abovementioned website.	Youcanalsologinusingthelogincredentials of your demat account throughyour Depository Participant registered withNSDL/CDSL for e-Voting facility. Once login,you will be able to see e-Voting option.Once you click on e-Voting option, you willbe redirected to NSDL/CDSL Depositorysite after successful authentication, whereinyou can see e-Voting feature. Click onoptions available against company name ore-Voting service provider-NSDLandyou will be redirected to e-Voting website ofNSDL for casting your vote during theremote e-Voting period or joining virtualmeeting & voting during the meeting.Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholdersholding securities in dematmode with NSDL	Members facing any technical issue inlogin can contact NSDL helpdesk bysending a request at evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and1800 22 44 30
Individual Shareholdersholding securities in dematmode with CDSL	Members facing any technical issuein logincancontactCDSLhelpdesk by sending a request athelpdesk.evoting@cdslindia.com orc o n t a c t a t 0 2 2 - 2 3 0 5 8 7 3 8 o r022-23058542-43

(B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-into NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding sharesi.e. Demat (NSDL or CDSL)or Physical		Your User ID is:
	a) For Members who holdshares in demat accountwith NSDL	8 Character DP ID followed by 8 DigitClient IDFor example if your DP ID is IN300***and Client ID is 12****** then your userID is IN30012***.
	b) For Members who holdshares in demat accountwith CDSL	16 Digit Beneficiary IDFor example if your Beneficiary ID is12************** then your user ID is12**************.
	c) For Members holdingshares in Physical Form	EVEN Number followed by FolioNumber registered with the companyFor example if folio number is 001***and EVEN is 101456 then user ID is101456001***.

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your 'User ID' and your 'initial password'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

Annual Report 2020-21

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company which is Arvind SmartSpaces Limited for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to pcs.buchassociates@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/ Password?" or "Physical Us e r Re s e t Pa ssword?" option a v a i l abl e on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to evoting@nsdl.co.in.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investor@arvindinfra.com.

• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investor@arvindinfra.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• th 4. In terms of SEBI circular dated 9 December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Instructions for members for e-Voting on the day of the AGM:

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-Voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-Voting.

In case you have not registered your e-mail address with the Company/ Depository, please follow below instructions for registration of e-mail address for obtaining Annual Report and / or login details for e-voting:

Physical Holding	Visit the link:
	https://linkintime.co.in/EmailReg/email_register.html and follow the registration process asguided therein. The members are requested toprovide details such as Name, Folio Number,Certificate number, PAN, mobile number ande-mail address.
Demat Holding	Please contact your Depository Participant(DP) and register your e-mail address in yourdemat account as per the process advised byyour DP.

18. Instructions for Members for attending the AGM through VC/OAVM:

• (i) Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• (ii) Members are encouraged to join the Meeting through Laptops for better experience.
• (iii) Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• (iv) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• (v) Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.in/1800-222-990.
• (vi) Members seeking any information with regard to the annual accounts for 2020-21 or any business to be dealt at the AGM, are requested to send e-mail on investor@arvindinfra.com th on or before Wednesday, 15 September, 2021 along with their name, DP ID and Client ID/folio number, PAN and mobile number. The same will be replied by the Company suitably.
• (vii) Further, members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID/Folio Number, PAN and mobile number at investor@arvindinfra.com on or before Wednesday, th 15 September, 2021. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Registered Office:	By Order of the Board
24, Government Servant's Society,
Near Municipal Market,
Off C.G. Road, Navrangpura,
Ahmedabad - 380009	Prakash Makwana
th Date: 6August, 2021	Company Secretary

EXPLANATORY STATEMENT OF MATERIAL FACTS ANNEXED TO THE NOTICE [PURSUANT TO THE PROVISIONS OF SECTION 102(1) OF THE COMPANIES ACT, 2013:

Item No. 3

th The Board of Directors at its Meeting held on 28 May, 2021, upon the recommendation of the Audit Committee, approved the appointment of M/s Kiran J. Mehta & Co., Cost Accountants (Firm Registration Number 000025), to conduct the audit of the cost records of the Company on a remuneration of Rs. 90,000/- (Rupees Ninety Thousand Only) plus applicable taxes and re-imbursement of out of pocket expenses to be incurred in connection with the audit for the financial year ending st 31 March, 2022.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, (as amended from time to time) the remuneration as mentioned above, payable to the Cost Auditor is required to be ratified by the members of the Company. Accordingly, the members are requested to ratify the remuneration payable to the Cost Auditors for the financial year ending st 31 March, 2022, as set out in the Ordinary Resolution for the aforesaid services to be rendered by them.

None of the Directors/Key Managerial Personnel of the Company/their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the Notice.

Item No. 4

Currently, the Non-Executive Directors (other than the Managing Director, Wholetime Directors) are paid commission not exceeding 1% per annum of the net profits of the Company in terms of the resolution passed by the th Members at the Annual General Meeting held on 29 September, 2020 and as decided by the Board of Directors of the Company. However, in the event, if the Company has no profits or its profits are inadequate in any financial year, the Non-Executive Directors are paid only the sitting fees towards attending the meetings of Board or Committees, as the case may be, and no remuneration is paid which is unfair with regards to the efforts, expertise and the responsibility expected from them in accordance with the Corporate Governance Policies. The Board, therefore, in the view of contributions made by them so far, recognizes the need to suitably remunerate the director(s) of the Company who are neither in the wholetime employment nor managing director(s) irrespective of the profit of the Company.

The Ministry of Corporate Affairs has recently amended Section 197(3) of the Companies Act, 2013 and Schedule V thereto, which permits the payment of following remuneration to a Director who is neither a Wholetime Director, nor a Managing Director of a Company, in the event, if

Annual Report 2020-21

the Company has no profits or its profits are inadequate in any financial year by passing Special or Ordinary Resolution, as the case may be:

Sr.No.	Where the effectivecapital (in rupees) is	Limit of yearly remuneration payableshall not exceed (in rupees) in caseof other director
1	Negative or less than 5crores.	12 lakhs
2	5 crores and above but 17 lakhsless than 100 crores.
3	100 crores and above but 24 lakhsless than 250 crores.
4	250 crores and above.	24 Lakhs plus 0.01% of the effectivecapital in excess of Rs.250 crores

The above limits can be exceeded if the resolution passed by the shareholders is a special resolution.

The Board and/ or Committee of the Board may from time to time determine, every year the amount of commission within the limit of 1% of the net profit and in the event of the Company having no profits or inadequate profits in any financial year during the above mentioned to the Act as applicable to the Company but not exceeding period, as per the limits specified in Part II of Section II (A) of Schedule V Rs. 50,00,000/- (Rupees Fifty Lakhs Only) and the same be apportioned amongst the Non-Executive Directors [other than the Managing Director and Wholetime Director(s)] in such manner and up to such amount as the Board and/or Committee of the Board may, from time to time, determine.

Notwithstanding anything to the contrary herein contained, where in any financial year during the above period(s), the Company has no profits or its profits are inadequate, the Company will pay remuneration for a period not exceeding three years as mentioned in Section II of Part II of Schedule V of the Companies Act, 2013.

The payment of remuneration by way of commission to Non-Executive Directors will be in addition to the sitting fees payable to them for attending each meeting of the Board/ Committee.

Statement of Information for the members pursuant to Section II of Part II of Schedule V to the Companies Act:

I. GENERAL INFORMATION:

Sr.No.	Information	Description
1	Nature of industry	Real Estate development
2	Date or expected date ofcommencement ofcommercial production	The Company was incorporated ont h26De cembe r,2008andcommenced business thereafter.
3	In case of newcompanies, expected dateof commencement ofactivities as per projectapproved by financialinstitutions appearing inthe prospectus	Not Applicable.

Sr.No.	Information	Description
4	Financial performance	Particulars		Rs. in Lakhs
	based on given indicators(As per audited financialstatements for the yearended 31.03.2021)		Standalone	Consolidated
		Sales & Other	11153.04	15114.59
		Income
		EBIDTA	3851.94	4250.18
		Net Profit	1397.14	902.98
5	Foreign investments orcollaborations, if any	Not Applicable.

II. INFORMATION ABOUT THE APPOINTEE:

1. Past remuneration:

Currently, the Non-Executive Directors (other than the Managing Director, Wholetime Directors) are paid commission not exceeding 1% per annum of the net profits of the Company in terms of the resolution passed by the Members at the Annual th General Meeting held on 29 September, 2020.

• 2. Recognition or awards: Not Applicable
• 3. Job profile and his suitability: Not Applicable
• 4. Remuneration proposed: The details of the proposed remuneration have already been explained hereinabove.
• 5. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Not Applicable
• 6. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any:

The non-executive directors do not have any pecuniary relationship with the Company except the remuneration and the sitting fees being paid to them. They do not have any pecuniary relationship with managerial personnel of the company.

Sr.No.	Information	Description
1	Reasons of loss or inadequate profits	Not Applicable
2	Steps taken or proposed to be takenfor improvement	Not Applicable
3	Expected increase in productivity andprofits in measurable terms	Not Applicable

III. OTHER INFORMATION:

The Board recommends the Resolution set out at Item No. 4 of the accompanying Notice as Special Resolution for the approval of the Members.

Registered Office: By Order of the Board 24, Government Servant's Society, Near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad - 380009 Prakash Makwana th Date: 6 August, 2021 Company Secretary

Annexure to Item No. 2 of the Notice:

Details of Director seeking appointment and re-appointment at the forthcoming Annual General Meeting:

(Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Revised Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India):

Name of the Director	Mr. Kulin S. Lalbhai
Director Identification Number	05206878
Date of Birth	13-08-1985
Nationality	Indian
Date of Appointment or reappointment on the Board	29-03-2013
Qualification	•B.Sc. (Electrical Engineering), Stanford University, USA;,•MBA - Harvard Business School, USA.
Expertise in specific functional Area and experience	Refer report on Corporate Governance
Number of shares held in the Company	Nil
Number of Board Meetings attended during the year.	6 out of 6 meetings
Details of remuneration sought to be paid	Nil
Last drawn remuneration	Nil
List of the directorships held in other companies	1.Arvind Limited2.Zydus Wellness Limited3.Arvind Goodhin Suit Manufacturing Limited4.Arvind Fashion Limited5.Arvind Internet Limited6.Retailers Association of India
Chairman/Member in the Committees of the other companies inwhich he is Director	Refer report on Corporate Governance
Relationships between Directors inter-se.	Mr. Kulin S. Lalbhai is a son of Mr. Sanjay S. Lalbhai, Chairman andNon-Executive Director of the Company.

24, Government Servant's Society, Near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad - 380009 Prakash Makwana th Date: 6 August, 2021 Company Secretary

Registered Office: By Order of the Board