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Arvind SmartSpaces Limited Proxy Solicitation & Information Statement 2025

Apr 8, 2025

59177_rns_2025-04-08_742f49dd-a202-4aae-8ce9-38beff6468e7.pdf

Proxy Solicitation & Information Statement

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8[th] April, 2025

To, To, BSE Limited Na�onal Stock Exchange of India Limited Lis�ng Dept. / Dept. of Corporate Services, Lis�ng Dept., Exchange Plaza, 5[th] Floor, Phiroze Jeejeebhoy Towers, Plot No. C/1, G. Block, Bandra-Kurla Complex, Dalal Street, Mumbai - 400 001. Bandra (E), Mumbai - 400 051.

Security Code: 539301 Symbol: ARVSMART Security ID : ARVSMART

Sub.: Postal Ballot Notice dated 26[th] March, 2025.

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 26[th] March, 2025 for seeking approval of the Members of the Company on the special resolu�ons forming part of the No�ce, pertaining to appointment of Independent Directors.

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

Sr.
No.
Particulars Schedule
1 Cut - off Date for identification of voting rights of the
members
Friday, 4thApril, 2025
2 Date and time of commencement of remote e-voting Wednesday,9thApril,2025[09:00 a.m.]
3 Date and time of end of remote e-voting Thursday,8thMay,2025[05:00p.m.]
4 Submission of report bythe Scrutinizer on or before Friday,9thMay,2025
5 Date of declaration of results of voting on or before Friday,9thMay,2025

Kindly take this disclosure on record and disseminate.

Thanking you,

Yours faithfully,

For Arvind SmartSpaces Limited

Digitally signed by PRAKASH PRAKASH BHOGIBHAI BHOGIBHAI MAKWANA MAKWANA Date: 2025.04.08 13:49:43 +05'30'

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: [email protected]

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 businesses as set out hereunder by passing Special Resolutions by way of postal ballot only by voting through electronic means (“remote e-Voting”).

In view 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 Resolutions 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 Wednesday, 9[th] April, 2025 up to 05:00 PM on Thursday, 8[th] May, 2025. The remote e-Voting module will be blocked by NSDL at 05:00 PM on Thursday, 8[th] May, 2025 and voting shall not be allowed beyond the said date and time.

Page 1 of 17

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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: [email protected]

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 resolutions proposed to be passed through Postal Ballot shall be announced on or before Friday, 9[th] May, 2025 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 Businesses:

Item No. 1: Appointment of Mr. Nilesh Dhirajlal Shah (DIN: 01711720) as an Independent Director of the Company.:

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 149, 150,152 read with Schedule IV to the Companies Act, 2013 (“the Act”) and any other applicable provisions of the Act and the rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof), Mr. Nilesh Dhirajlal Shah (DIN: 01711720), who was appointed by the Board of Directors as an Additional Director in the capacity of Independent Director with effect from 28[th] March, 2025, who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five consecutive years with effect from 28[th] March, 2025 to 27[th] March, 2030.”

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

Page 2 of 17

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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: [email protected]

Item No. 2: Appointment of Mr. Savan Godiawala (DIN: 07874111) as an Independent Director of the Company.:

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 149, 150,152 read with Schedule IV to the Companies Act, 2013 (“the Act”) and any other applicable provisions of the Act and the rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof), Mr. Savan Godiawala (holding DIN: 07874111), who was appointed by the Board of Directors as an Additional Director in the capacity of Independent Director with effect from 28[th] March, 2025, who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five consecutive years with effect from 28[th] March, 2025 to 27[th] March, 2030.”

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

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

Prakash Makwana Company Secretary

Date: 26[th] March, 2025 Place: Ahmedabad

NOTES:

  1. The approval of shareholders of the Company is solicited by passing special resolutions by way of postal ballot only by voting through electronic means for businesses as set out in Item No. 1 and Item No. 2 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, 4[th] April, 2025 (“ 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: [email protected]

  1. Resolutions, 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., MUFG Intime India Private Limited at [email protected] or to the Company at [email protected] 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 businesses 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/.

The voting period begins at 09:00 AM on Wednesday, 9[th] April, 2025 and ends at 05:00 PM on Thursday, 8[th] May, 2025. 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, 4[th] May, 2025 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 December 9, 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: [email protected]

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:

Type of shareholders Login Method 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.comeither 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 athttps://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 ore-
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.

Page 5 of 17

ARVIND SMARTSPACES LIMITED [CIN – L45201GJ2008PLC055771]

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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: [email protected]

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  • Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login holding securities in through their existing user id and password. Option will be made demat mode with CDSL available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

    1. 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.
    1. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
    1. 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 authentication, user will be able to see the e-Voting option

Page 6 of 17

ARVIND SMARTSPACES LIMITED [CIN – L45201GJ2008PLC055771]

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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: [email protected]

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.

**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
[email protected]
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
[email protected] contact at toll free no.
1800-21-09911

B) 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.

  3. 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.

Page 7 of 17

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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: [email protected]

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

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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: [email protected]

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 [email protected] 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.

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

Page 9 of 17

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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: [email protected]

  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.

  2. Upon confirmation, the message “Vote cast successfully” will be displayed.

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

  4. 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 [email protected] with a copy marked to [email protected]. 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 [email protected]

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 [email protected].

  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 scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are

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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: [email protected]

  • 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.

  • Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  • 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

The Board of Directors (“the Board”) on 26[th] March, 2025, upon recommendation of Nomination and Remuneration Committee, appointed Mr. Nilesh Dhirajlal Shah (holding DIN: 01711720) as an Additional Director of the Company in the capacity of Independent Director for a term of five consecutive years with effect from 28[th] 27[th] March, 2030, subject to approval of the Members of the Company.

In terms of Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) approval of Members for appointment of person on the Board should be taken at the next General Meeting or within a period of 3 months, whichever is earlier.

Mr. Nilesh Dhirajlal Shah is qualified to be appointed as a Director in terms of Section 164 of the Companies Act, 2013 (“the Act”) and has given his consent to act as a Director. The Company has also received a declaration from him that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Listing Regulations and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority. The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Nilesh Dhirajlal Shah for the office of Independent Director of the Company.

In the opinion of the Board, Mr. Nilesh Dhirajlal Shah fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and Listing Regulations for his appointment as an Independent Director of the Company and is independent of the management.

Nomination and Remuneration Committee reviewed the capabilities of Mr. Nilesh Dhirajlal Shah vis a vis the role and capabilities required by the Board, based on the evaluation of balance of skills, knowledge and experience of the existing Board and considered appropriate, to recommend the appointment of Mr. Nilesh Dhirajlal Shah as an Independent Director, for a term of five consecutive years with effect from 28[th] March, 2025 to 27[th] March, 2030.

Page 11 of 17

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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: [email protected]

In the opinion of Nomination and Remuneration Committee and the Board, Mr. Nilesh Dhirajlal Shah possesses appropriate skills, knowledge and expertise required for the efficient functioning of the Company.

In the opinion of the Board, the Company will benefit from his valuable experience, knowledge and counsel.

In line with the Company’s Nomination and Remuneration Policy, Mr. Nilesh Dhirajlal Shah will be entitled to receive remuneration by way of sitting fees as approved by the Board, reimbursement of expenses for participation in the Board meetings and commission on a yearly basis of such sum as may be approved by the Board on the recommendation of the Nomination and Remuneration Committee within the overall limits under the Act i.e. up to 1% of the net profits of the Company during any financial year, in aggregate payable to all Non-Executive Directors put together. Details of remuneration paid to independent directors shall be disclosed as part of the Annual Report.

The letter of appointment of Mr. Nilesh Dhirajlal Shah setting out the terms and conditions of appointment is being made available for inspection by the Members through electronic mode.

Additional information in respect of Mr. Nilesh Dhirajlal Shah, pursuant to Listing Regulations and the Secretarial Standards on General Meetings (SS-2), is provided as Annexure to this Notice.

A brief profile of Mr. Nilesh Dhirajlal Shah is also provided as Annexure to this Notice.

None of the Directors or Key Managerial Personnel (‘KMP’) of the Company or their respective relatives, except Mr. Nilesh Dhirajlal Shah and her relatives, are concerned or interested, financially or otherwise, in the resolution set out in Item No. 1 of the Notice.

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

Item No. 2

The Board of Directors (“the Board”) on 26[th] March, 2025, upon recommendation of Nomination and Remuneration Committee, appointed Mr. Savan Godiawala (holding DIN: 07874111) as an Additional Director of the Company in the capacity of Independent Director for a term of five consecutive years with effect from 28[th] 27[th] March, 2030, subject to approval of the Members of the Company.

In terms of Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) approval of Members for appointment of person on the Board should be taken at the next General Meeting or within a period of 3 months, whichever is earlier.

Mr. Savan Godiawala is qualified to be appointed as a Director in terms of Section 164 of the Companies Act, 2013 (“the Act”) and has given his consent to act as a Director. The Company has also received a declaration from him

Page 12 of 17

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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: [email protected]

that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Listing Regulations and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority. The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Savan Godiawala for the office of Independent Director of the Company.

In the opinion of the Board, Mr. Savan Godiawala fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and Listing Regulations for his appointment as an Independent Director of the Company and is independent of the management.

Nomination and Remuneration Committee reviewed the capabilities of Mr. Savan Godiawala vis a vis the role and capabilities required by the Board, based on the evaluation of balance of skills, knowledge and experience of the existing Board and considered appropriate, to recommend the appointment of Mr. Savan Godiawala as an Independent Director, for a term of five consecutive years with effect from 28[th] March, 2025 to 27[th] March, 2030. In the opinion of Nomination and Remuneration Committee and the Board, Mr. Savan Godiawala possesses appropriate skills, knowledge and expertise required for the efficient functioning of the Company.

In the opinion of the Board, the Company will benefit from his valuable experience, knowledge and counsel.

In line with the Company’s Nomination and Remuneration Policy, Mr. Savan Godiawala will be entitled to receive remuneration by way of sitting fees as approved by the Board, reimbursement of expenses for participation in the Board meetings and commission on a yearly basis of such sum as may be approved by the Board on the recommendation of the Nomination and Remuneration Committee within the overall limits under the Act i.e. up to 1% of the net profits of the Company during any financial year, in aggregate payable to all Non-Executive Directors put together. Details of remuneration paid to independent directors shall be disclosed as part of the Annual Report.

The letter of appointment of Mr. Savan Godiawala setting out the terms and conditions of appointment is being made available for inspection by the Members through electronic mode.

Additional information in respect of Mr. Savan Godiawala, pursuant to Listing Regulations and the Secretarial Standards on General Meetings (SS-2), is provided as Annexure to this Notice.

A brief profile of Mr. Savan Godiawala is also provided as Annexure to this Notice.

None of the Directors or Key Managerial Personnel (‘KMP’) of the Company or their respective relatives, except Mr. Savan Godiawala and her relatives, are concerned or interested, financially or otherwise, in the resolution set out in Item No. 2 of the Notice.

The Board recommends the Special Resolution at Item No. 2 of the accompanying Notice for approval by the Members of the Company.

Page 13 of 17

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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: [email protected]

Registered Office: 24, Government Servant Society, Nr. Municipal Market, Off C G Road, Navrangpura, Ahmedabad-380009

By Order of the Board

Prakash Makwana Company Secretary

Date: 26[th] March, 2025 Place: Ahmedabad

Annexure to Item No. 1 & 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. Nilesh Dhirajlal Shah Mr. Savan Godiawala
Director
Identification
No.
01711720 07874111
Date of Birth 22-11-1968 15-07-1968
Age 57 Years 57 Years
Nationality Indian Indian
Date of Appointment or
reappointment on the
Board
28thMarch, 2025 28thMarch, 2025
Qualifications Chartered Accountant, Cost Accountant PhD in Management, Chartered
Accountant, LLB, BCom, Insolvency
Professional.
Brief Profile & Experience Mr. Nilesh Shah is Group President &
Managing Director of Kotak Mahindra
Asset Management Company (KMAMC).
Mr. Nilesh leads his team to the Best Fund
House of the Year Award at all the mutual
funds where he has worked viz. Kotak,
ICICI Prudential and Franklin Templeton
Mutual Fund.
He is a part time member of the Economic
Advisory Council to the Prime Minister
and apart time member of Unique
Mr. Savan has 32 years of experience in
providing
Investment
Banking
and
financial advisory services including 19
years with Deloitte India. He has retired
as a partner of Deloitte Touche
Tohmatsu India LLP in March2024 and
has extensive experience in serving large
national and multi-national clients
across several industries and multiple
geographies.
He is a PhD in management, a Chartered
Accountant,holds Bachelor's Degree in

Page 14 of 17

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:[email protected]
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:[email protected]
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:[email protected]
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:[email protected]
Identification Authority of India (UIDAI).
He is a member of the Board of
Association of Mutual Funds in India and
a Member of Corporate Bonds and
Securitization
Advisory
Committee
(CoBoSAC) of SEBI.
Law & Commerce, a qualified insolvency
professional and a post graduate
diploma in counselling psychology &
psychotherapy.
He is a visiting faculty at Indian Institute
of Management Ahmedabad since 2008,
and at Indian Institute of Technology
Gandhinagar since 2024.
He is an independent director on the
Boards of Alivus Life Sciences Ltd
(formerly known as Glenmark Life
Sciences Ltd. and on Carysil Ltd. He is
president at Ahmedabad Management
Association.
He is regularly invited as a speaker for
various public conferences and regularly
contribute articles in professional and
industry journals. He has also co-
authored a book on ‘Business Taxation’
published by McGraw Hill Education. He
was
awarded
as
“Gems
of
CA
Profession”
by
The
Institute
of
Chartered Accountants of India.
He has been on committees of many
professional and industry associations
like
Ahmedabad
Management
Association,
Federation
of
Indian
Chamber of Commerce and Industries,
Ahmedabad branch of the Institute of
Chartered Accountants of India, Gujarat
Finance Cos. Association etc.
He is a fitness enthusiast, a sportsman,
an Indian classical music lover and a half
centurion blood donor.
Expertise
in
specific
functional area
Finance, Banking, Asset Management,
Capital Markets,Wealth Management
Investment Banking and Financial
Advisory

Page 15 of 17

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:[email protected]
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:[email protected]
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:[email protected]
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:[email protected]
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:[email protected]
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:[email protected]
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:[email protected]
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:[email protected]
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:[email protected]
Number of shares held in
the Company as on date
of
this
Postal
Ballot
Notice
21 Equity Shares Nil
Number
of
Board
Meetings
attended
duringtheyear.
Not Applicable Not Applicable
Last drawn remuneration Not Applicable Not Applicable
List of the directorships
held in other companies
as on date of this Postal
Ballot Notice
(1) Arvind Limited
(2) Arvind Fashions Limited
(3) Kotak Mahindra Asset Management
Company Limited
(4) Association of Mutual Funds in India
(5) Kotak
Mahindra
Pension
Fund
Limited
(6) Kotak Mahindra Asset Management
(Singapore) Pte. Limited
(1) Carysil Limited
(2) Alivus Life Sciences Limited
(3) Safex Chemicals (India) Limited
Chairman/Member in the
Committees of the other
companies in which he is
Director
Member/
Chairman
Member
Chairman
Member
Member
Member
Chairman
Member

Member
Member/
Chairman
Member
Member
Member
Member
Chairman
Name of
Company
Name of
Committee
Member/
Chairman
Name of
Company
Name of
Committee
Member/
Chairman
Arvind Limited Audit
Committee
Member Carysil
Limited
Audit Committee Member
Nomination &
remuneration
Committee
Member
Nomination &
remuneration
Committee
Chairman
Alivus Life
Sciences
Limited
Audit Committee Member
Risk
Management
Committee
Member Nomination &
remuneration
Committee
Member
Arvind Fashions
Limited
Audit
Committee
Member Safex
Chemicals
(India)
Limited
Audit Committee Chairman
Stakeholder s’
Relationship
committee
Member
Nomination &
remuneration
Committee
Chairman
Risk
Management
Committee
Member
Corporate Social
Responsibility
Committee

Member

Page 16 of 17

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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: [email protected]

Kotak Mahindra
Asset
Management
Company
Limited
Investment
Committee
(debt & equity)
Member
Nomination &
remuneration
Committee
Member
Corporate Social
Responsibility
Committee

Member
Risk
Management
Committee
Member
IT Security
Committee
Member
Kotak Mahindra
Pension Fund
Limited
Investment
Committee
Member
Nomination &
remuneration
Committee
Member
Listed
entities
from
which
has/she
has
resigned in the past three
years
Nil Nil
Relationships
between
Directors inter-se.
None None

Page 17 of 17