Arvind SmartSpaces Limited — Proxy Solicitation & Information Statement 2024

Oct 25, 2024

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25[th] October, 2024

To, BSE Limited Lis ng Dept. / Dept. of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

To,

Na onal Stock Exchange of India Limited Lis ng Dept., Exchange Plaza, 5[th] Floor, Plot No. C/1, G. Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.

Security Code: 539301 Symbol: ARVSMART Security ID : ARVSMART

Sub.: Postal Ballot Notice for approval of Material Related Party Transaction.

Ref.: Regula on 30 read with Part A of the Schedule III of the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015.

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With reference to the cap oned subject, we are enclosing herewith Postal Ballot No ce dated 25[th] October, 2024 (�No ce�) for seeking approval of the Members of the Company on the Ordinary resolu on forming part of the No ce, pertaining to material related party transac on to be entered into by the Company/ Subsidiary.

Further, the calendar of events in connec on with the Postal Ballot is as under:

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Sr.
Particulars Schedule
No.
1 Cut - off Date for identification of voting Friday, 18 [th] October, 2024
rights of the members
2 Date and time of commencement of remote Sunday, 27 [th] October, 2024 [09:00 a.m.]
e-voting
3 Date and time of end of remote e-voting Monday, 25 [th] November, 2024 [05:00 p.m.]
4 Submission of report by the Scrutinizer on or before Tuesday, 26 [th] November, 2024
5 Date of declaration of results of voting on or before Tuesday, 26 [th] November, 2024
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Kindly take this disclosure on record and disseminate.

Thanking you,

Yours faithfully, For Arvind SmartSpaces Limited

Prakash Makwana Company Secretary

Encl.: As above

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ARVIND SMARTSPACES LIMITED

[CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

POSTAL BALLOT NOTICE

[Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given pursuant to Section 108 read with Section 110 and other applicable provisions, if any, of the Companies Act, 2013, (�the Act�) (including any statutory modification or re-enactment thereof for the time being in force) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (�Rules�) , Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (�SEBI Listing Regulations�) , Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (�SS-2�) , each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (�MCA�) for holding general meetings/ conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 22/2020 dated 15[th] June, 2020, 33/2020 dated 28[th] September, 2020, 39/2020 dated 31[st] 23[rd] June, 2021, 20/2021 dated 8[th] December, 2021, 3/2022 dated 5[th] May, 2022, 11/2022 dated 28[th] December, 2022, 09/2023 dated 25[th] September, 2023 and 09/2024 dated 19[th] September, 2024, issued by the Ministry of Corporate Affairs, Government of India (collectively the �MCA Circulars�) to transact the special business as set out hereunder by passing an Ordinary Resolution by way of postal ballot only by voting through electronic means (�remote e-Voting�).

In view of terms of the above referred MCA Circulars, the Company is sending this Postal Ballot Notice (�the Notice�) ONLY in electronic form to those Members whose e-mail addresses are registered with the Company / Registrar and Transfer Agent (�RTA�) / Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members will only take place through the remote e-Voting system. The detailed procedure for remote e-voting forms part of the �Notes� section to this Notice.

Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, the statement pertaining to the said Resolution setting out the material facts and the reasons/ rationale thereof is annexed to the Notice for your consideration and forms part of this Notice.

Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the SEBI Listing Regulations, the Company has engaged National Securities Depository Limited (� NSDL for its Members. The procedure for remote e-Voting is given in Point No. 7 below in the Notes. The remote e-Voting facility is available at the link www.evoting.nsdl.com from 09:00 AM on Sunday, 27[th] October, 2024 up to 05:00 PM on Monday, 25[th] November, 2024. The remote e-Voting module will be blocked by NSDL at 05:00 PM on Monday, 25[th] November, 2024 and voting shall not be allowed beyond the said date and time.

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ARVIND SMARTSPACES LIMITED [CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

The Board has, pursuant to Rule 22(5) of the Rules, appointed Mr. Hitesh Buch, proprietor of M/s Hitesh Buch & Associates, Practicing Company Secretaries, (COP No. 8195) as the Scrutinizer for conducting the voting process through remote e-Voting in accordance with the law and in a fair and transparent manner.

The Scrutinizer will submit his Report, in writing, upon completion of scrutiny of remote e-Voting data provided by NSDL, in a fair and transparent manner. The result on the resolution proposed to be passed through Postal Ballot shall be announced on or before Tuesday, 26[th] November, 2024 by 05:00 PM and will be displayed on the notice board at the Registered Office of the Company for a period of 3 (Three) days and shall be communicated to BSE Limited and National Stock Exchange of India Limited (� Stock Exchanges� ) where the equity shares of the Company are listed. The results of the Postal Ballot will also be displayed on the Company�s website at www.arvindsmartspaces.com and on the website of NSDL at www.evoting.nsdl.com.

The last date of the remote e-Voting shall be the date on which the Resolutions shall be deemed to have been passed, if approved by the requisite majority.

Special Business:

Item No. 1: To approve Material Related Party Transaction(s) involving offering of certain moveable and immoveable security by the Subsidiaries (as defined below) of the Company in relation to the loans being obtained by the Company from Banks and/or Financial Institutions and/or NBFC:

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

� RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 (� Act �) read with applicable rules framed thereunder and Regulation 2(1)(zb), Regulation 2(1)(zc), Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as �Listing Regulations� ) and other applicable laws including any amendments, modifications, variations or re-enactments thereof and the Company�s Policy on Related Party Transactions and pursuant to approval of Audit Committee and Board of Directors (�the Board �) of the Company, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company in relation to a material related party transaction to be entered into for the benefit of the Company (s) between subsidiaries of the Company namely (i) Arvind Hebbal Homes Private Limited, (ii) Arvind Homes Private Limited, (iii) Ahmedabad East Infrastructure LLP, (iv) Kalyangadh Homes LLP (v) Bavla Homes LLP and (vi) Yogita Shelters LLP (collectively referred to as � Subsidiaries �) and various Banks and/or Financial Institutions and/or NBFC (� Third Party Lenders �) and their respective security agents/trustees for providing certain moveable and immoveable securities held by the Subsidiaries for the purpose of securing loans to be obtained by the Company from Third Party Lenders for an aggregate value of approximately Rs. 450.00 Crores (Rupees Four Hundred Fifty Crores only) (� Transaction �).

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ARVIND SMARTSPACES LIMITED [CIN � L45201GJ2008PLC055771] Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

� RESOLVED FURTHER THAT the Board, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution, be and is hereby authorised, to do and perform all such acts, deeds, matter and things, as may be necessary, including finalising the terms and conditions, and making any further modification(s), change(s), variation(s), alteration(s) or revision(s) to such terms and conditions, methods and modes in respect thereof and finalising, and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, to execute the documents for creating mortgage(s) and/or charge(s)etc., to file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.�

� RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Chief Financial Officer, Company Secretary or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).�

Registered Office: By Order of the Board 24, Government Servant Society, Nr. Municipal Market, Off C G Road, Navrangpura, Ahmedabad-380009 Prakash Makwana Company Secretary

Date: 25[th] October, 2024 Place: Ahmedabad

NOTES:

1. The approval of shareholders of the Company is solicited by passing an ordinary resolution by way of postal ballot only by voting through electronic means for business set out in Item No. 1 of this Postal Ballot Notice. The Notice is being sent to all shareholders, whose names appear in the Register of Members / list of Beneficial Owners as received from the Depositories as on Friday, 18[th] October, 2024 (� Cut-off Date �). Members holding equity shares as on the Cut-off Date can cast their vote using remote e-voting facility ONLY. A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only .

2. Explanatory Statement setting out all material facts as required under Section 102 of the Act in respect of the aforesaid special business is appended.

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ARVIND SMARTSPACES LIMITED

[CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

1. Resolution, if approved, by the shareholders by means of Postal Ballot is deemed to have been passed at a General Meeting of the shareholders and the last date of the remote e-Voting shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.

2. In terms of the MCA Circulars, the Postal Ballot Notice is being sent electronically to all the shareholders who have registered their email ids with the Company or Depository Participant(s) as on the Cut-off Date and is also available on the website of the Company at www.arvindsmartspaces.com.

3. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off Date are requested to register their e-mail Ids by sending an e-mail citing subject line as � ASL-Postal Ballot-Registration of e-mail Ids � to Registrar and Transfer Agent of the Company, i.e., Link Intime India Private Limited at ahmedabad@linkintime.co.in or to the Company at investor@arvindinfra.com with name of registered shareholder(s), folio number(s)/DP Id/Client Id and No. of equity shares held from the email address they wish to register to enable them to exercise their vote on special business as set out in the Postal Ballot Notice through remote e-voting facility provided by NSDL.

4. A Member cannot exercise his / her / its vote by proxy on Postal Ballot / E-Voting.

7. Voting through Electronic Means:

The Company is providing remote e-voting facility to its Members to cast their vote by electronic means through e-Voting Platform of NSDL at the link https://www.evoting.nsdl.com/.

25[th] November, 2024. The e-Voting module shall be disabled by NSDL for voting thereafter. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the Cutoff Date i.e. Friday, 18[th] October, 2024 may cast their vote electronically.

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

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat

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ARVIND SMARTSPACES LIMITED [CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the �Beneficial Owner�icon under�Login�which is available under�IDeAS� section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on�Access to e-Voting�under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select�Register Online for IDeAS Portal� or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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. Once the home page of e-Voting system is launched, click on the icon �Login� which is available under �Shareholder/Member� section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App �NSDL Speede� facility by scanning the QR code mentioned below for seamless votingexperience.

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ARVIND SMARTSPACES LIMITED [CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers� website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful

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ARVIND SMARTSPACES LIMITED [CIN � L45201GJ2008PLC055771] Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000 Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

B)	**Login type **		Helpdesk details
	Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in NSDL helpdesk by sending a request at or call at 022 - 4886 7000	login can contact evoting@nsdl.com
	Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911.
	Login Method for shareholders other than Individual shareholders holding securities in demat mode
	and shareholders holding securities in physical mode.

How to Log-in to 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.

2. Once the home page of e-Voting system is launched, click on the icon �Login� which is available under �Shareholder/Member� section.

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ARVIND SMARTSPACES LIMITED

[CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices 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:

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example if your DP ID is IN300 and
Client ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio Number
Physical Form. registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is 101456001
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1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. 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.

4. 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

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ARVIND SMARTSPACES LIMITED

[CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

     - 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:

2. 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.

3. b) Physical User Reset Password?� (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to �Terms and Conditions� by selecting on the check box.

7. Now, you will have to click on �Login� button.

8. After you click on the �Login� button, Home page of e-Voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM.

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

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.

2. Select �EVEN� of company for which you wish to cast your vote during the remote e-Voting period.

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ARVIND SMARTSPACES LIMITED

[CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

1. Now you are ready for e-Voting as the Voting page opens.

2. 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.

3. Upon confirmation, the message �Vote cast successfully� will be displayed.

4. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

5. 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.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under �e-Voting" tab in their login.

2. 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 User Reset Password?� option available on www.evoting.nsdl.com to reset the password.

3. 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 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.com

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.

2. 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

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ARVIND SMARTSPACES LIMITED

[CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investor@arvindinfra.com. If you are an Individual shareholder 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 for Individual shareholders holding securities in demat mode.

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated 9[th] 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.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No. 1

As required by Section 102 of the Companies Act, 2013 (� the Act �) read with rules framed thereunder and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22[nd] November, 2021, in respect of material related party transactions that require the approval of Members in terms of the Listing Regulations, the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 1.

Section 2(76) of the Act and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as �Listing Regulations� ) provides for the definition of Related Party(ies). Section 188 of the Act provides that certain transactions entered into by the Company with its related party as provided therein shall be considered as related party transactions. Regulation 2(1)(zc) of the Listing Regulations, provides inter alia any transaction involving a transfer of resources, services or obligations, between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand shall be a related party transaction. With effect from 1[st] April, 2023, in addition to above any transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries shall also be considered as a Related Party Transaction (� Recent Amendment �).

Regulation 23 of the Listing Regulations provides for thresholds for material related party transaction requiring prior approval of Members by means of an ordinary resolution. Transactions entered into between the related parties and for the benefit of the related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year, exceeds INR 1,000 crore (Indian Rupees One Thousand Crore) or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower.

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ARVIND SMARTSPACES LIMITED [CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

Background, details and benefits of the transaction:

Arvind Hebbal Homes Private Limited, Arvind Homes Private Limited, Ahmedabad East Infrastructure LLP, Kalyangadh Homes LLP, Bavla Homes LLP and Yogita Shelters LLP (� Subsidiaries �) are the subsidiaries of the Company wherein the Company holds 100%, 100%, 51.43%, 75%, 51% and 99.79% respectively of the share capital or fixed capital contribution (as applicable). The Subsidiaries are independently executing projects Arvind Acqua City, Arvind Uplands, Arvind BelAir, Arvind Elan, Arvind Greatlands in and around Gujarat, Maharashtra and Karnataka.

Your Company is in the process of securing loans from banks and/or financial institutions and/or non-banking financial companies (�Third Party Lenders�) as part of its overall borrowing strategy. This strategy aims to leverage the asset pool of its subsidiaries and optimize borrowing costs by offering both movable and immovable securities as collateral. Secured borrowings typically provide more competitive interest rates compared to unsecured borrowings. The funding will be utilized for ongoing projects within the Company, future construction expenses by subsidiaries and special purpose vehicles (SPVs), and overall growth of the Company and those subsidiaries providing security for the loan.

To facilitate borrowing at an attractive interest rate, the Subsidiaries will be required to offer the necessary securities to the Third Party Lenders as part of the borrowing terms and conditions. This provision of security will provide the requisite assurance to the Third Party Lenders, thereby securing the facilities sanctioned by them.

The management of the Company has provided the Audit Committee with the details of the Transaction including material terms of the Transaction. The Audit Committee, after reviewing all necessary information, has approved the aforesaid material related party transaction to be entered into for the benefit of the Company between Subsidiaries and Third Party Lenders and their respective security agents/trustees for providing certain moveable and immoveable securities for the purpose of securing the loan to be taken by the Company from Third Party Lenders for an aggregate value of approximately Rs. 450.00 Crores (Rupees Four Hundred Fifty Crores only) (� Transaction �).

Although the Subsidiaries are providing security to the Third Party Lenders, this security being offered is for the benefit of the Company (a related party of the subsidiaries) and therefore in light of the Recent Amendment it falls under Regulation 2(1)(zc) of the Listing Regulations.

It is hereby provided that the aforesaid transaction(s) so carried by the Company and its subsidiaries shall be at arm�s length basis and in the ordinary course of business.

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ARVIND SMARTSPACES LIMITED [CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

Details of the proposed Transaction are as follows:

Summary of the information provided by the management of the Company to the Audit Committee:

Sr. No.	Particulars	Details
(a)	Type, material terms and particulars of the proposed transaction	Kindly refer the �Background, details and benefits of the transaction� as mentioned above.
(b)	Justification for the proposed transaction and as to why the RPT is in the interest of the listed entity	Please refer to 'Background, details and benefits of the transaction' which forms part of the explanatory statement to the Resolution No. 1.
(c)	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)	Name of Related Parties: (1) Arvind Hebbal Homes Private Limited, (2) Arvind Homes Private Limited, (3) Ahmedabad East Infrastructure LLP, (4) Kalyangadh Homes LLP; (5) Bavla Homes LLP and (6) Yogita Shelters LLP Nature of its concern or interest:The Company is holding more than 50% of the Share Capital or Fixed Capital Contributions (as applicable) in the above Subsidiaries.
(d)	Tenure of the proposed transaction (particular tenure shall be specified)	Upto 5 years from date of approval of this resolution.
(e)	Value of the proposed transaction	Approximately Rs. 450.00 Crores (Rupees Four Hundred Fifty Crores only)
(f)	The percentage of the listed entity�s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary�s annual turnover on a standalone basis shall be additionally provided)	~140% of the consolidated turnover of FY24

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ARVIND SMARTSPACES LIMITED [CIN � L45201GJ2008PLC055771]

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off. C.G. Road, Navrangpura, Ahmedabad-380009. Contact: 079 6826 7000

Website: www.arvindsmartspaces.com; Email: investor@arvindinfra.com

(g)	Is the transaction relates to any loans, inter- corporate deposits, advances or investments made orgiven bythe listed entityor its subsidiary	N.A.
(h)	A copy of the valuation or other external party report, if any such report has been relied upon	N.A.
(i)	Any other information that may be relevant	Nil

The aforesaid Transaction will exceed the threshold prescribed under Regulation 23(1) of the Listing Regulations, and hence would be considered as �Material Related Party Transaction� requiring prior approval of the Members.

Members may note that in terms of the provisions of the Listing Regulations, the related parties as defined thereunder (whether such related party(ies) are a party to the aforesaid transactions or not), shall not vote to approve the Resolution under Item No. 1.

None of the Directors, Key Managerial Persons (KMPs) of the Company or any relatives of such Director or KMPs, are in any way concerned or interested financially or otherwise in the proposed Resolution, except to the extent of their shareholding in the Company.

The Board recommends the Resolution at Item No. 1 of the accompanying Notice for approval by the Members of the Company.

Registered Office: By Order of the Board 24, Government Servant Society, Nr. Municipal Market, Off C G Road, Navrangpura, Ahmedabad-380009 Prakash Makwana Company Secretary

Date: 25[th] October, 2024 Place: Ahmedabad

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