Directors Report of Arihant Foundations & Housing Ltd.

Mar 31, 2025

The Board of Directors takes pleasure in presenting this comprehensive Directors'' Report, accompanied by the Audited
Financial Statements and Independent Auditors'' Report, for the financial year concluded on March 31, 2025. The key financial
performance indicators and results achieved during the year are summarized below:

FINANCIAL PERFORMANCE
OPERATIONAL PERFORMANCE

Standalone Financial Results

During the financial year under review, your Company delivered strong operational performance with sustained growth across
key financial metrics:

Revenue Performance:

Revenue from operations increased to '' 12,225.98 Lakhs compared to '' 7,656.31 Lakhs in the previous year, recording a robust
growth of 59.7%

Other Income grew to '' 1,600.73 Lakhs from '' 1,360.94 Lakhs in the previous year, representing an increase of 17.6%

Profitability:

The Company achieved an exceptional Profit Before Tax of '' 3,469.38 Lakhs, marking a substantial improvement of 701.9% from
'' 432.74 Lakhs in the previous year

After accounting for interest, finance charges, and depreciation, the Company reported a strong Profit After Tax of '' 2,545.70
Lakhs compared to '' 322.50 Lakhs in the previous year, representing an impressive growth of 689.3%

This outstanding performance demonstrates the Company''s effective business strategy, operational efficiency, and strong
market positioning in the real estate sector.

Consolidated Financial Results

On a consolidated basis, your Company continued its growth trajectory and delivered remarkable results across all business
segments:

Revenue Growth:

Consolidated revenue from operations increased significantly to '' 20,643.59 Lakhs from '' 12,408.21 Lakhs in the previous year,
recording a substantial growth of 66.4%

Other Income improved to '' 1,500.16 Lakhs from '' 1,164.66 Lakhs in the previous year, showing an increase of 28.8%

Strong Profitability:

Despite challenging market conditions during the year, the Company maintained its upward growth momentum Consolidated Profit
After Tax reached '' 4,270.14 Lakhs compared to '' 1,35014 Lakhs in the previous year, marking an outstanding growth of 216.3%

The consolidated results underscore the resilience of your Company''s diversified real estate portfolio and the successful
execution of strategic development projects across multiple markets.

Key Financial Highlights
Performance Analysis

The financial year 2024-25 has been transformational for your Company, characterized by:

Revenue Expansion: Significant growth in both standalone and consolidated revenue streams
Margin Improvement: Enhanced profitability ratios demonstrating operational efficiency
Strategic Resilience: Strong performance despite prevailing market challenges
Portfolio Strength: Diversified revenue base providing stability and growth opportunities

Your Directors are pleased to report that the Company has successfully capitalized on market opportunities while maintaining
financial discipline, resulting in exceptional value creation for all stakeholders.

FINANCIAL HIGHLIGHTS

S. No.	Particulars	Standalone Financial Statement		Consolidated Financial Statement
		Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
I Total Revenue		13,826.71	9017.25	22,143.74	13,572.87
II	Total Expenses	10,357.33	8584.51	16,353.63	11,615.67
III	Profit before exceptional and extraordinary items and tax (I-II)	3,469.38	432.74	5,824.67	2,037.53
IV	Exceptional items	-	-	-	-
V	Profit before extraordinary items and tax (III -IV)	3,469.38	432.74	5,824.67	2,037.53
VI	Tax expense:
	(1) Current tax	(922.89)	(108.85)	(1,560.77)	(686.30)
	(2) Deferred tax	(0.79)	(1.38)	6.25	(1.09)
VII	Profit (Loss) for the period	2,545.70	322.50	4,270.14	1,35014

DIVIDEND

Despite your Company’s strong operating performance and
healthy profits for the financial year, the Board of Directors,
after careful consideration, has decided not to recommend
any dividend for the year ended 31^st March 2025. This
decision has been taken keeping in mind the need to conserve
resources, strengthen the balance sheet, and provide greater
financial flexibility to fund future growth opportunities and
strategic initiatives. The Board believes that retaining the
profits will help the Company to invest in expansion plans,
technology upgrades, working capital, repayment of debts,
and other corporate needs, thereby enhancing long-term
shareholder value.

SHARE CAPITAL

During the year under review, the Company increased its
Authorised Share Capital from '' 10,00,00,000 (Rupees Ten
Crore only) to '' 30,00,00,000 (Rupees Thirty Crore only),
pursuant to the approval of the members by Postal Ballot held
on 08^th November 2024.

The Paid-up Share Capital of the Company also increased
from '' 8,60,00,000 (86,00,000 equity shares of '' 10 each)
to '' 9,96,56,240 (99,65,624 equity shares of '' 10 each), as
a result of allotment of equity shares through Preferential
Allotment.

Further, 8,96,873 share warrants were issued on a preferential
basis to both promoter and non-promoter categories.

During the year, the Company has not issued any equity
shares with differential rights as to dividend, voting, or
otherwise, nor has it issued any sweat equity shares to its
directors or employees.

RESERVES & SURPLUS

The Company not made any transfer of amounts to General
Reserve for the financial year ending 31^st March 2025.

SUBSIDIARIES & JOINT VENTURES/
ASSOCIATES

As on 31^st March, 2025, your Company has eight (8) wholly
owned subsidiaries and one (1) joint venture. The Company
does not have any associates.

The wholly owned subsidiaries are:

1. M/s. Arihant Griha Limited

2. M/s. Vaikunt Housing Limited

3. M/s. Varenya Constructions Limited

4. M/s. Transparent Heights Real Estate Limited

5. M/s. Escapade Real Estates Private Limited
(Step-down subsidiary)

6. M/s. Vihaana Realty Private Limited

7. M/s. Vinyasa Realty Private Limited

8. M/s. Verge Realty Private Limited

The joint venture entity is M/s. Kairav Developers Limited.

The financial highlights of the subsidiaries and the joint
venture, as required under Section 129(3) of the Companies
Act, 2013, are provided in Form AOC 1, annexed to this Report
as Annexure 1.

RELATED PARTY TRANSACTIONS:

All transactions with related parties were reviewed and
approved by the Audit Committee and are in accordance with
the policy on related party transactions and the related party
framework, formulated and adopted by the Company

All contracts/arrangements/transactions entered into by the
Company during the year under review with related parties
were in the ordinary course of business and on arm’s length. All
transactions entered into with related parties were approved

by the Audit Committee of the Company. During the year
under review, the Company had not entered into any contract/
arrangement/transaction with related parties which could be
considered material in accordance with the policy on related
party transactions or which is required to be reported in Form
No. AOC - 2 in terms of Section 134(3)(h) read with Section
188 of the Act, and Rule 8(2) of the Companies (Accounts)
Rules, 2014. Accordingly there are no transactions that are
required to be reported in Form No. AOC - 2. Transactions
with related parties, as per requirements of Indian Accounting
Standard 24 and Schedule V of SEBI Listing Regulations are
disclosed in the notes of the financial statements respectively
in the Annual Report. The form is enclosed as Annexure-2 to
this report.

The Board has approved a policy for related party transactions
which has been uploaded on the Company’s website. https://
www.arihantspaces.com/investors.

MANAGEMENT DISCUSSION & ANALYSIS
REPORT:

In accordance with Regulation 34(2)(e) of the Listing
Regulations, the Management Discussion and Analysis
Report forms part of the Corporate Overview section and
may be referred to on Page 24 of this Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling within
the meaning of Section 73 or 74 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014 during the
financial year and as such, no amount on account of principal
or interest on deposits from public was outstanding as on 31^st
March 2025.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by
implementing and complying with the policies, standards
set out by Securities and Exchange Board of India and other
regulatory authorities. The requisite certificate issued by
M/s. V Suresh Associates, Practicing Company Secretary
confirming compliance with the conditions of Corporate
Governance as stipulated under Regulation 34(3) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is attached to this Report as
Annexure 3.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the financial year ended 31^st March 2025
to which the Financial Statements relates and the date of
signing of this report.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

The Company makes investments or extends loans/
guarantees to its Subsidiaries for their business purposes
as and when required by them for its emergent business

requirements. The details of loans, guarantees and
investments covered under Section 186 of the Companies Act,

2013 (‘the Act’) along with the purpose for which such loan or
guarantee were utilised forms part of the Notes to standalone
financial statements attached to this Annual report..

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE FINANCIAL
YEAR:

No application was made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the financial year 2024-25.

DISCLOSURE UNDER RULE 8(5)(XII) OF
THE COMPANIES (ACCOUNTS) RULES,

2014

There was no instance of one-time settlement with any bank
or financial institution.

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION
FUND

There was no amount required to be transferred to Investor
Education and Protection Fund during the year.

DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF DURING THE
FINANCIAL YEAR:

Not applicable during the financial year.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the
Company’s nature of business.

DIRECTORS:

During the period the Composition of Directors the Company
was in compliance with Section 149 of the Companies Act and
Regulation 17 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulation, 2015.

A) Directors Retiring by Rotation

Pursuant to the requirements of the Act and Articles of
Association of the Company Mr. Bharatkumar Mangilal
Jain (DIN: 00083236) is liable to retire by rotation and,
being eligible, offers himself for re-appointment. The Board
recommends the appointment of Mr. Bharatkumar Mangilal
Jain (DIN: 00083236) as Director of the Company retiring by
rotation.

B) Key Managerial Personnel

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following are the Key Managerial Personnel of the Company:

Sl. No.	Name of the Directors	Designation
1.	Mr. Kamal Lunawath	Chairman & Managing Director
2.	Mr. Vimal Lunawath	Whole-time Director & Chief Financial Officer
3.	Mr. Bharatkumar Mangilal Jain	Whole-time Director
4.	Mr. Arun Rajan	CEOA
5.	Ms. Mary Belinda Jyotsna	Company Secretary

^A Appointed on 30.05.2024

The remuneration and other details of these Key Managerial Personnel for Financial Year 2024-25 are provided in the Annual
Return which is available on the website of the Company.

C) Committees:

(I) Audit Committee

The Audit Committee had a number of meetings, both formal
and internal interactions, with the management team to
review Accounts, Finances, Compliances and Risks, and in
ensuring improved internal reporting, analyses and financial
performances.

Given the increasing complexities presented by the new
Companies Act and other Laws, the Audit Committee has
also focused on Compliance and Governance to meet the
needs of the present and the future. When necessary, external
consultants have been brought in to support the Committee
and the Management team.

We are happy to report to you that the governance of your
Company is of a high order as a result. Further improvements
are being implemented.

The Audit Committee composition under provisions of
section 177 of the Act and as required under Reg. 18 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is depicted below:

Mr. Karan Bhasin, Chairman of the Committee -I & NE

Mr. Prateek Khicha, Member of the Committee - I & NE#

Mr. Kamal Lunawath, Managing Director, Member of the
Committee - NI &E

Ms. Mary Belinda Jyotsna, Secretary of the Committee.

Note: I- Independent, NE- Non-Executive, E- Executive

(II) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been
active in its role as stipulated in Section 178 of the Companies
Act 2013. The policy of remuneration for the Directors, KMPs
and employees are stated elsewhere in the report.

The Nomination & Remuneration Committee consists of
Mr. Karan Bhasin, Chairman of the committee, Mrs. Ann
Gonsalvez, Independent Director, Ms. Shruti Suresh Kumar,
Independent Director and Mr. Prateek Khicha, Independent
Director. The Company Secretary of the Company acts as the
Secretary to the Committee.

The Committee is formed in accordance with Section 178 of
the Companies Act, 2013. The Nomination and Remuneration
Committee has coined a Remuneration Policy as under
Reg. 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the purpose of
determining the Remuneration to the Directors.

(III) Stakeholder Grievance Committee/ Stakeholder
Relationship Committee:

The Stakeholder Grievance committee comprises of,
Mr. Karan Bhasin - Chairman of the committee, Mr. Kamal
Lunawath, Managing Director and Mr. Prateek Khicha,
Independent Director as the members of the committee. The
Company Secretary of the Company acts as the Secretary to
the Committee.

The Committee is formed in accordance with Section 178
of the Companies Act, 2013 to consider and resolve the
grievances of security holders of the Company.

D) Changes in Directors and Key Managerial Personnel

During the period under review, the following are the changes in directors and Key Managerial Personnel

Sl No	Name	Designation	Appointment / Cessation	Date
1	Mr. Arun Rajan	Chief Executive Officer	Appointment	30.05.2024
Sl No	Name	Designation	Appointment / Cessation	Date
1	Mr. Gunalan Vivekanand	Independent Director	Appointment	06.09.2024
2.	Ms. Shruti Suresh Kumar	Independent Director	Appointment	08.10.2024
3.	Mrs. Ann Gonsalvez	Independent Director	Cessation	24.03.2025

After the closure of financial year

Sl No	Name	Designation	Appointment / Cessation	Date
1.	Mr. Karan Bhasin	Independent Director	Cessation	01.07.2025

E) Meetings of the Board and Committees:

During the Financial Year 2024-25, the Board of Directors met
Ten (10) times and the details of the meetings of the Board
and its Committees are given in the Corporate Governance
Report (Annexure 3). The gap intervening between two
meetings was within the time prescribed under the Act and
Listing Regulations.

Details of attendance of meetings of the Board, its Committees
and the Annual General Meeting are included in the Report
on Corporate Governance, which forms part of this Annual
Report.

F) Declaration by Independent Directors

A declaration by the Independent Directors that they meet
the criteria of independence as provided in sub-section (6) of
Section 149 of the Companies Act, 2013 was taken on record
by the Board in their meeting held on May 04, 2024. The terms
and conditions of appointment of the Independent Directors
are placed on the website of the Company https://www.
arihantspaces.com/investors/code-of-conduct/

The Company has also disclosed the Directors’ familiarization
program on its website https://www.arihantspaces.com/
investors/code-of-conduct/.

The independent directors have met on 24.03.2025 without
the presence of non-independent directors and reviewed
the performance of non-executive directors, chairman and
executive directors and analyzed the flow of information to
the Board. All the Independent directors were present at the
meeting.

The Board also evaluated its own performance and that of its
committees & Independent Directors.

NON-EXECUTIVE DIRECTORS’

COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors
have any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the
independence of the Directors.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Indian Accounting Standards
(IND-AS) on consolidated financial statements read with
Accounting Standard IND-AS-28 on investment in associates
and on financial reporting of interest in Joint Venture, Auditors
Report on the consolidated financial statements, audited
consolidated Balance Sheet, Profit and Loss account and
Cash flow statements are provided in the Annual Report.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN -
EXCHANGE EARNINGS AND OUTGO.

The Company has taken necessary steps for conservation of
energy and technology absorption.

There are no foreign - exchange earnings and outgo.

DISCLOSURE UNDER THE SEXUAL
HARASSMENTOF WOMEN ATWORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up by your Company to
redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees)
are covered under this policy.

During the year the Company has not received any complaint
under Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.

REMUNERATION POLICY OF THE
COMPANY:

The objective of the remuneration policy of the Company is
to ensure that the level and composition of remuneration
is reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company

successfully; relationship of remuneration to performance is
clear and meets appropriate performance benchmarks; and
remuneration to directors, key managerial personnel and
senior management involves a balance between fixed and
incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its
goals.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India, including Secretarial Standard on Meetings of the
Board of Directors (SS-1), Secretarial Standard on General
Meetings (SS-2).

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended (PIT Regulations), the Company has
adopted the revised “Code of Conduct to Regulate, Monitor
and Report Trading by Insiders” (“the Code"). The Code
is applicable to all Directors, Designated persons and
connected Persons and their immediate relatives, who have
access to unpublished price sensitive information relating to
the Company. The Company has also formulated a ‘Code of
Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)’ in compliance with the PIT
Regulations.

The aforesaid Codes are posted on the Company’s website
and can be accessed by using web link at: https://www.
arihantspaces.com/investors/code-of-conduct.

STATEMENT REGARDING OPINION
OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR

In the opinion of the Board of Directors of the Company,
Independent Directors on the Board of Company hold highest
standards of integrity and are highly qualified, recognized and
respected individuals in their respective fields. It’s an optimum
mix of expertise (including financial expertise), leadership and
professionalism.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statements in terms of Section
134(3)(c) of the Companies Act, 2013:

i. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures.

ii. the directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit or loss of the
Company for that period.

iii. the directors have taken proper and sufficient care to
maintain adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud
and other irregularities.

iv. the directors have prepared the annual accounts on a
going concern basis.

v. that proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively.

vi. that systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

DECLARATION REGARDING COMPLIANCE
BY BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE
COMPANY’S CODE OF CONDUCT

The Code of Conduct of the Company aims at ensuring
consistent standards of conduct and ethical business
practices across the Company This Code is reviewed on an
annual basis and the latest Code is available on the website of
the Company at weblink https://www.arihantspaces.com/wp-
content/uploads/2022/06/Code-of-Conduct-for-Directors-
and-SM.pdf. Pursuant to the Listing Regulations, confirmation
from the Managing Director and Chief Executive Officer
regarding compliance with the Code by all the Directors and
senior management of the Company is given in Annexure I to
the Corporate Governance.

CEO/CFO CERTIFICATION

Appropriate certification as required under Reg. 17(8) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Mr. Arun Rajan, Chief Executive Officer
and Mr. Vimal Lunawath, Chief Financial Officer have certified
to the Board regarding Financial Statements for the year
ended 31^st March 2025 which is attached as Annexure II to
Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER
MECHANISM

The Company has a vigil mechanism to deal with instances
of fraud and mismanagement, if any. The details of the Policy
are explained in the Corporate Governance Report and also
posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013, the
provisions relating to Corporate Social Responsibility (CSR)
are not applicable to the Company for the financial year, as
the prescribed thresholds for CSR applicability have not been
met.

STATEMENT PURSUANT TO LISTING
REGULATIONS:

Your Company’s shares are listed with BSE Ltd. We have paid
the respective annual listing fees and there are no arrears.

STATUTORY AUDITORS

The Company has appointed M/s. B.P Jain & Co, Chennai
(Firm Regn. No. 007735S) in the 29^th Annual General Meeting
held on 30^th September 2022 for a period of 5 years from
the 29^th annual general meeting until the conclusion of
the 34^th annual general meeting of the Company on such
remuneration as may be fixed by the Board of Directors. In
view of the amendment to the Companies Act, 2013 notified
by the Ministry of Corporate Affairs dated 7^th May 2018, no
longer their appointment needs to be ratified by the Members
of the Company.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014, the maintenance of cost records is
applicable to the Company. The Board of Directors, on the
recommendation of the Audit Committee, has appointed
M/s. Ramachandran and Associates, Cost Accountants (Firm
Registration No. 000799), having their office at Chennai, as
the Cost Auditors of the Company for the financial year 2025¬
2026 at a remuneration of '' 1,50,000, subject to Approval by
the shareholders at the ensuing Annual General Meeting.

AUDITORS'' REPORT

There are no qualifications or adverse remarks mentioned in
the Auditors'' report. The notes to accounts, forming part of
financial statements, are self-explanatory and need no further
clarification.

SECRETARIAL AUDITORS

The Board appointed M/s. V Suresh Associates, Practicing
Company Secretaries, Chennai to conduct a Secretarial Audit
for the Financial Year 2024-25. The Secretarial Audit Report
for the Financial Year ended March 31, 2025, is attached to
this Report as Annexure 4.

REPLY TO SECRETARIAL AUDIT REPORT:

The Board of Directors’ explanation for the observations made
in the Secretarial Audit report is annexed in Annexure 5.

ADEQUACY OF INTERNAL AUDIT AND
INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Audit and
Internal Financial Controls with reference to the financial
statements, which is evaluated by the Audit Committee as
per Part C of Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.

Apart from Statutory Audit, your Company, in compliance
with Section 138 of the Companies Act, 2013, had engaged
M/s N S Shastri & Co., Chartered Accountants, (Firm’s
Registration No.: 015093S) Chartered Accountants,
Chennai as the Internal Auditors of the Company for the
financial year 2024-25. Findings and observations of the
Internal Auditors are discussed, and suitable corrective
actions are taken as per the directions of the Audit Committee
on an on-going basis to improve efficiency in operations.

The Company''s internal control systems are well established
and commensurate with the nature of its business and the
size and complexities of operations and adequate with
reference to the financial statements as envisaged under the
Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD
AND ITS COMMITTEES

Pursuant to the provisions of the Act and Listing Regulations
and as per Guidance Note on Board Evaluation issued
by SEBI on 5^th January 2017, the Board has carried out
annual performance evaluation of its own performance, the
Directors individually as well as evaluation of the working of
its committees at its meeting held on 08^th October 2024. The
Nomination and Remuneration Committee has defined the
evaluation criteria for the performance evaluation of individual
Directors, the Board and its Committees. The performance
of the Board, its committees and individual Directors was
evaluated by the Nomination and Remuneration Committee
and Board after seeking input from all the respective
Committee members and Directors.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013
and Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, The Company has a risk
policy defining risk management governance model, risk
assessment and prioritization process. The Risk Management
Committee adopted a follow-up risk management framework
to review and monitor the key risks and their mitigation
measures periodically and provide an update to the Board
on the Company’s risks. The Audit Committee has additional
oversight on financial risks and controls.

ANNUAL RETURN

The annual return of the Company has been uploaded in the
web site and the same can be accessed through web site link
https://www.arihantspaces.com/investors.

REPORTING OF FRAUD

The Auditors of the Company, Cost Auditors or the Secretarial
Auditors have not reported any fraud as specified under
Section 143 (12) of the Companies Act, 2013.

PERSONNEL

The Board wishes to place on record its appreciation for all
employees of the Company, for their wholehearted efforts and
contribution to the performance and growth of the Company.

CAUTIONARY STATEMENT

The Annual Report including those which relate to the
Directors’ Report, Management Discussion and Analysis
Report may contain certain statements on the Company’s
intent expectations or forecasts that appear to be forward¬
looking within the meaning of applicable securities laws and
regulations while actual outcomes may differ materially from
what is expressed herein. The Company bears no obligations
to update any such forward-looking statement. Some of the
factors that could affect the Company’s performance could
be the demand and supply for Company’s product and
services, changes in Government regulations, tax laws, forex
volatility etc.

ACKNOWLEDGEMENTS

Your directors place on records their gratitude for the support
and co-operation received from CMDA, Corporation of
Chennai, various statutory bodies of the Government of India,
Banks and Financial Institutions, Customers, Suppliers and
Shareholders and for their continued support. The Board also
wishes to place its sincere appreciation to the dedicated and
committed team of employees.

Annexures forming part of this Directors’ Report

The following annexures referred in this report and other
information which are required to be disclosed are attached
and forms an Integral part of this Directors’ report

i) Annexure 1 - Form AOC - 1

ii) Annexure 2 - Form AOC - 2

iii) Annexure 3 - Report on Corporate Governance

iv) Annexure 4 - Secretarial Auditor Report

v) Annexure 5 - Reply to Secretarial Report

vi) Annexure 6 - Information required under Section 197 of
the Companies Act, 2013 and rules made there-under in
respect of Employees of the Company

For and on behalf of the Board of Directors
ARIHANT FOUNDATIONS & HOUSING LIMITED

KAMAL LUNAWATH VIMAL LUNAWATH

Place: Chennai Managing Director Whole-time Director/CFO

Date: 30-05-2025 DIN: 00087324 DIN: 00586269

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Mar 31, 2024

Your directors are pleased to present the Directors'' Report of your Company together with the Audited Financial Statements and the Auditors'' Report for the period ended 31st March 2024. The summarized financial results for the Financial Year are as under:

WORKING RESULTS:

FINANCIAL RESULTS:

Standalone Financial Results

Duringthe year underreview, thecompanyhasRevenuefromoperations of Rs. 7656.31 Lakhs (Previous Year: Rs. 3922.70 Lakhs) and Other Income of Rs. 1360.94 Lakhs (Previous Year: Rs. 1935.16 Lakhs), and the Profit/ (Loss) before tax Rs. 432.74 Lakhs (Previous Year Rs. 162.18). After providing for Interest & Finance charges, and Depreciation, the Company performed well during the year under with a Profit after Tax of Rs. 322.50 Lakhs as comparedtothe previousyear''sProfit ofRs.115.62Lakhs).

ConsolidatedFinancialResults:

During the year under review, the company has Revenue from operations of Rs. 12408.21 Lakhs (Previous Year: Rs. 6426.68 Lakhs) and Other Income of Rs. 1164.66 Lakhs (Previous Year: Rs. 2031.98 Lakhs). After providing for Interest & Finance charges, and Depreciation, the Company has performed well during the year under review despite poor market conditions during the year with a Profit after Tax of is Rs. 1350.13 Lakhs as compared to the previous year''s profit of Rs. 997.20 Lakhs).

FINANCIAL PERFORMANCE:

(Rs. In Lakhs)
S. No.	Particulars	Standalone Financial Statement		Consolidated Financial Statement
		Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
I	Total Revenue	9017.25	5857.86	13,572.87	8458.66
II	Total Expenses	8584.51	5695.68	11,615.67	7175.21
III	Profit before exceptional and extraordinary items and tax (I-II)	432.74	162.18	2,037.53	1283.45
IV	Exceptional items	-	-	-	-
V	Profit before extraordinary items and tax (III -IV)	432.74	162.18	2,037.53	1283.45
VI	Tax expense:
	(1) Current tax	108.86	(45.12)	686.30	(290.60)
	(2) Deferred tax	(1.38)	(1.44)	1.09	4.35
VII	Profit (Loss) for the period	322.50	115.62	1,350.13	997.20

DIVIDEND

Your Company has been consistent in generating operating cash flow over the years. The Board has recommended a final dividend of ''1 per equity share, in its meeting held on September 6, 2024, subject to approval by the shareholders at the ensuing annual general Meeting.

SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorized share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees.

The Paid-upShareCapitaloftheCompany ason31st March 2024 is Rs. 8,60,00,000 divided into 86,00,000 Equity Shares of Rs.10 each fully paid up.

RESERVES&SURPLUS

The Company has transferred net profit of Rs. 322.50 Lakhs to retained earnings account for the financial year ending 31st March 2024.

SUBSIDIARIES&JOINTVENTURES/ASSOCIATES

There areeight whollyowned subsidiaryandonejointventureofyour Company as on 31st March,2024. M/s Arihant Griha Limited, M/s. Vaikunt Housing Limited, M/s. Varenya Constructions Limited, M/s. Transparent HeightsReal Estate Limited,M/sEscapade RealEstatesPrivate Limited M/s. Vihaana Realty Private Limited M/s. VinyasaRealty PrivateLimitedandM/s. VergeRealty Private Limited are the Wholly owned subsidiaries of your Company. M/s. Kairav Developers Limited is the Joint Venture entity of your Company. M/s. North Town Estate Private Limited ceased as subsidiary of the Company during the year under review.

Detailsof financial statementsof subsidiariesandjointventureare given in AoC-1 as Annexure 1.

RELATEDPARTYTRANSACTIONS:

All transactions entered into with Related Parties (as defined under the Companies Act, 2013) during the financial year were in the ordinary course of business and on an Arm''s length pricing basis, and do not attract the provisions of Section 188 of the Companies Act, 2013 and within the ambit of Reg. 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. https://www.arihantspaces.com/investors. Details of transactions with related parties are given in Form AOC - 2 which is attached to this report as Annexure 2.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report is given in Annexure 3.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March 2024.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the policies, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by M/s. V Suresh Associates, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to this Report as Annexure 4 & 5.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31st March 2024 to which the Financial Statements relates and the date of signing of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments made during the year are given in the note: 4, 6 & 11 to the Financial Statements.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONGWITH THEREASONSTHEREOFDURINGTHE FINANCIAL YEAR:

Not applicable during the financial year.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business.

DIRECTORS:

During the period the Composition of Directors the Company was in compliance with Section 149 of the CompaniesActandRegulation17oftheSEBI(Listing Obligations & Disclosure Requirements) Regulation, 2015.

DIRECTORS RETIRING BY ROTATION

Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Vimal Lunawath (DIN:00586269)is liabletoretire byrotationand,beingeligible, offers himself for re-appointment. The Board recommendsthe appointmentof Mr.VimalLunawath(DIN:00586269) as Director of the Company, retiring by rotation.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

Sl. No.	Name of the Directors	Designation
1.	Mr. Kamal Lunawath	Chairman & Managing Director
2.	Mr. Vimal Lunawath	Whole-time Director & Chief Financial Officer
3.	Mr. Bharatkumar Mangilal Jain	Whole-time Director
4.	Mr. Arun Rajan	CEOa
5.	Ms. Jose Alphia	Company Secretary#
6.	Ms. Mary Belinda Jyotsna	Company Secretary*

*Appointed on 20.09.2023 # Resigned on 30.08.2023 a Appointed on 30.05.2024

The remuneration and other details of these Key Managerial Personnel for Financial Year 2023-24 are provided in the Annual Return which is available on the website of the Company.

COMMITTEES:

AUDIT COMMITTEE

The Audit Committee had a number of meetings, both formal and internal interactions, with the management team to review Accounts, Finances, Compliances and Risks, and in ensuring improved internal reporting, analyses and financial performances.

Given the increasing complexities presented by the new Companies Act and other Laws, the Audit Committee has also focused on Compliance and Governance to meet the needs of the present and the future. When necessary, external consultants have been brought in to support the Committee and the Management team.

We are happy to report to you that the governance of your Company is of a high order as a result. Further improvements are being implemented.

The Audit Committee composition under provisions of section 177 of the Act and as required under Reg. 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is depicted below:

Mr.KaranBhasin,ChairmanoftheCommittee-I&NE**

Mr. Prateek Khicha, Member of the Committee - I & NE#

Mr. Kamal Lunawath, Managing Director, Member of the Committee - NI &E Ms. Mary Belinda Jyotsna, Secretary of the Committee.

Note:I-Independent,NE-Non-Executive,E-Executive NOMINATIONAND REMUNERATIONCOMMITTEE

TheNominationandRemuneration Committee hasbeen activein its role as stipulated in Section 178 of the Companies Act 2013. The policy of remuneration for the Directors, KMPs and employees are stated elsewhere in thereport.

The Nomination & Remuneration Committee consists of Mr. Karan Bhasin, Chairman of the committee, Mrs. Ann Gonsalvez, Independent Director and Mr.PrateekKhicha, Independent Director. The Company Secretary of the Company actsas theSecretaryto the Committee.

TheCommitteeis formed in accordance withSection178of theCompanies Act, 2013. The Nomination and Remuneration Committee has coined a Remuneration Policy as under Reg. 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the purpose of determining the Remuneration to the Directors.

STAKEHOLDER GRIEVANCE COMMITTEE/ STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Grievance committee comprises of, Mr. Karan Bhasin - Chairman of the committee, Mr. Kamal Lunawath, Managing Director and Mr. Prateek Khicha, Independent Director as the members of the committee. The Company Secretary of the Company acts as the Secretary to the Committee.

The Committee is formed in accordance with Section 178 of the Companies Act, 2013 to consider and resolve the grievances of security holders of the company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the following are the changes in directors and Key Managerial Personnel

Sl No	Name	Designation	Appointment / Cessation	Date
1	Ms. Jose Alphia	Company Secretary	Cessation	30.08.2023
2	Mr. Mary Belinda Jyotsna	Company Secretary	Appointment	20.09.2023

After the closure of financial year-

Sl No	Name	Designation	Appointment / Cessation	Date
1	Mr. Arun Rajan	CEO	Appointment	30.05.2024

MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial Year 2023-24, the Board of Directors met Eleven (11) times and the details of the meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure 4). The gap intervening between two meetings was within the time prescribed under the Act and Listing Regulations.

Details of attendance of meetings of the Board, its Committees and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

A declaration by the Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 was taken on record by the Board in their meeting held on May 04, 2024. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company https://www.arihantspaces.com/investors/code-of-conduct/

TheCompanyhasalsodisclosedtheDirectors''familiarization program on its website https://www.arihantspaces. com/investors/code-of-conduct/.

The independent directors have met on 14.02.2024 and reviewed the performance of non-executive directors, chairman and executive directors and analyzed the flow of information to the Board. All the Independent directors were present at the meeting.

TheBoardalso evaluateditsownperformance andthatof itscommittees & Independent Directors. NON-EXECUTIVEDIRECTORS’COMPENSATIONAND DISCLOSURES

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company whichintheJudgmentoftheBoardmay affect theindependence of the Directors.

CONSOLIDATEDFINANCIAL STATEMENTS

In accordance with the Indian Accounting Standards (IND-AS) on consolidated financial statements read with Accounting Standard IND-AS-28 on investment in associates and on financial reporting of interest in Joint Venture, Auditors Report on the consolidated financial statements, audited consolidated Balance Sheet, Profit andLossaccountandCashflowstatementsareprovidedin theAnnual Report.

CONSERVATIONOF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN -EXCHANGE EARNINGS AND OUTGO.

The company has taken necessary steps for conservation of energy and technology absorption.

There are no foreign -exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

Details of employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 6 to this annual report. Employees at all levels have performed well.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year the Company has not received any complaint under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

REMUNERATION POLICY OF THE COMPANY:

The objective of the remuneration policy of the Company is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations,2015,asamended(PITRegulations),theCompany has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is applicable to all Directors, Designated personsandconnectedPersonsandtheirimmediaterelatives,who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website and can be accessed by using web link at: https:// www.arihantspaces.com/investors/code-of-conduct

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In theopinion ofthe Boardof DirectorsoftheCompany,Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fieldsJt''sanoptimummixofexpertise(includingfinancialexpertise), leadership and professionalism.

DIRECTORSRESPONSIBILITY STATEMENT

Tothe bestoftheirknowledgeand beliefandaccordingto theinformation and explanations obtained by them, yourDirectorsmakethefollowing statements in terms of Section 134(3)(c) of the Companies Act, 2013:

in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

The directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

the directors have prepared the annual accounts on a going concern basis.

that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CEO/CFO CERTIFICATION

Appropriate certification as required under Reg. 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Kamal Lunawath, Managing Director and Mr. Vimal Lunawath, Chief Financial Officer have certified to the Board regarding Financial Statements for the year ended 31st March 2024 which is attached as Annexure II to CG.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at weblink https://www.arihantspaces.com/wp-content/uploads/2022/06/Code-of-Conduct-for-Directors-and-SM.pdf. Pursuant to the Listing Regulations, confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given in Annexure I to the Corporate Governance.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The obligation to incur expenses under Corporate Social Responsibility is not applicable to your Company for

thecurrentyear.ACSRcommitteeoftheBoard,however, has been constituted and a policy on Corporate Social Responsibility Policy has been uploaded on the Company''s website https://www.arihantspaces.com/wp-content/uploads/2020/06/CSR-POLICY.pdf

STATEMENT PURSUANT TO LISTING REGULATIONS:

Your Company''s shares are listed with BSE Ltd. We have paid the respective annual listing fees and there are noarrears.

STATUTORYAUDITORS

The Company has appointed M/s. B.P Jain & Co, Chennai (Firm Regn. No. 007735S) in the 29th Annual General Meetingheldon30th September 2022for a periodof 5years from the 29th annual general meeting until the conclusion of the 34th annual general meeting of the Company on such remuneration as may be fixed by the Board of Directors. In view of the amendment to the Companies Act, 2013 notified by the Ministry of Corporate Affairs dated 7th May 2018, no longer their appointment needs to be ratified by the Members of the company.

AUDITORS’REPORT

There are no qualifications or adverse remarks mentioned in the Auditors'' report. The notes to accounts, forming part of financialstatements,are self-explanatory and need no further clarification.

SECRETARIAL AUDITORS

The Board appointed M/s. V Suresh Associates, Practicing Company Secretaries, Chennai to conduct a Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024, is attached to this Report as Annexure 7.

REPLY TO SECRETARIAL AUDIT REPORT:

The Board of Directors'' explanation for the observations made in the Secretarial Audit report is annexed in Annexure 8

ADEQUACY OF INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Audit and Internal Financial Controls with reference to the financial statements, which is evaluated by the Audit Committee as per Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Apart from Statutory Audit, your Company, in compliance with Section 138 of the Companies Act, 2013, had engaged M/s N. S. Shastri & Co, (Firm Registration No 015093S) Chartered Accountants, Bangalore as the Internal Auditors of the Company for the financial year 2023-24. Findings and observations of the Internal Auditors are discussed, and suitable corrective actions are taken as per the directions of the Audit Committee on an on-going basis to improve efficiency in operations.

The Company''s internal control systems are well established and commensurate with the nature of its business and the size and complexities of operations and adequate with reference to the financial statements as envisaged under the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to the provisions of the Act and Listing Regulations and as per Guidance Note on Board Evaluation issued by SEBI on 5th January 2017, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its committees at its meeting held on 14th November 2023. The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees. The performance of the Board, its committees and individual Directors was evaluated by the Nomination and Remuneration Committee and Board after seeking input from all the respective Committee members and Directors.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, The Company has a risk policy defining risk management governance model, risk assessment and prioritization process. The Risk Management Committee adopted a follow-up risk management framework to review and monitor the key risks and their mitigation measures periodically and provide an update to the Board on the Company''s risks. The Audit Committee has additional oversight on financial risks and controls.

ANNUALRETURN

The annual return of the Company has been uploaded in the web site and the same can be accessed through web site link https://www.arihantspaces.com/investors.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES OF THE COMPANIES ACT, 2013:

The ratio of the remuneration of each Director to the median employee''s remuneration for the financial year and suchotherdetailsasprescribedisasgivenbelow:

S.No.	Name ofthe Director	Ratio
1.	Mr.Kamal Lunawath	1.89: 1
2.	Mr. Vimal Lunawath	1.89: 1
3.	Mr.BharatJain	1.14: 1

The median remuneration for the period from April 2023 to March 2024 Rs.15,83,760/-

The percentage increase in remuneration of the Managing Director, Chief Financial Officer, Company Secretary, Manager if any, in the financial year:

Mr. Kamal Lunawath - (Managing Director): N.A. Mr. Vimal Lunawath - (Chief Financial Officer): N.A. Ms. Mary Belinda Jyotsna- (Company Secretary): N.A.

The percentage increase in the median remuneration of employees in the financial year: 189 %

The number of permanent employees on the rolls of company: 75

Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: The increase in remuneration is based on the remuneration policy of the Company.

g) If remuneration is as per the remuneration policy of the company: Yes

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.

PERSONNEL

The Board wishes to place on record its appreciation for all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

CAUTIONARY STATEMENT

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis Report may contain certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forwardlooking statement. Some of the factors that could affect the Company''s performance could be the demand and supply for Company''s product and services, changes in Government regulations, tax laws, forex volatility etc.

COST RECORDS AND COST AUDITORS

The provisions of Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 in respect of Cost Audit is not applicable to the Company.

ACKNOWLEDGEMENTS

Your directors place on records their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wishes to place its sincere appreciation to the dedicated and committed team of employees.

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Mar 31, 2023

Your directors are pleased to present the Directors'' Report of your Company together with the Audited Financial Statements andthe Auditors'' Report for the period ended 31^st March, 2023. The summarized financial results for the Financial Year are as under:

WORKING RESULTS:

FINANCIAL RESULTS:

Standalone Financial Results

During the year under review, the company has Revenue from operations of Rs. 3923 Lakhs (Previous Year: Rs. 4835.40 Lakhs) and Other Income of Rs. 1935 Lakhs (Previous Year: Rs. 1060.27 Lakhs), and the Gross Profit of the Company amounted to Rs. 162 Lakhs (Previous Year: Profit of Rs. 153.53 Lakhs). After providing for Interest & Finance charges, and Depreciation, the Company has performed well during the year under review despite poor market conditions during the year with a Profit after Tax of is Rs. 116 Lakhs as compared to the previous year profit of Rs. 105.61 Lakhs).

Consolidated Financial Results:

During the year under review, the company has Revenue from operations of Rs. 6427 Lakhs (Previous Year: Rs. 8279.57 Lakhs) and Other Income of Rs. 2032 Lakhs (Previous Year: Rs. 1173.42 Lakhs), and the Gross Profit/(Loss) of the Company amounted to Rs. 1283 Lakhs (Previous Year: Loss of Rs. (300.69)). After providing for Interest & Finance charges, and Depreciation, the Company has performed well during the year under review despite poor market conditions during the year with a Profit after Tax of is Rs. 997 Lakhs as compared to the previous year loss of Rs. (474.17) Lakhs).

FINANCIAL PERFORMANCE:

S. No.	Particulars	Standalone Financial Statement		Consolidated Financial Statement
		Year Ended 31.03.2023	Year Ended 31.03.2022	Year Ended 31.03.2023	Year Ended 31.03.2022
I	Total Revenue	5857.86	5895.68	8458.66	9452.99
II	Total Expenses	5695.68	5742.15	7175.21	9760.49
III	Profit before exceptional and extraordinary items and tax (I-II)	162.18	153.53	1283.45	(300.69)
IV	Exceptional items	-	-	-	-
V	Profit before extraordinary items and tax (III -IV)	162.18	153.53	1283.45	(300.69)
VI	Tax expense:
	(1) Current tax	(45.12)	(42.71)	(290.60)	208.13
	(2) Deferred tax	(1.44)	(5.20)	4.35	(34.65)
VII	Profit (Loss) for the period from continuing operations	115.62	105.61	997.20	(474.17)
VIII	Transfer to Capital Redemption Reserve	-	-	-	-
IX	Profit (Loss) for the period (VII- VIII)	115.62	105.61	997.20	(474.17)

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any Dividend for the year under review.

SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees.

The Paid-up Share Capital of the Company as on 31^st March 2023 is Rs. 8,60,00,000 divided into 86,00,000 Equity Shares of Rs.10 each fully paid up.

RESERVES & SURPLUS

The Company has not transferred any amount to the Reserves for the financial year ended 31st March 2023 MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report is given in Annexure-3. PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March 2023.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the policies, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by Mr. V Suresh, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to this Report as Annexure 5.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31^st March 2023 to which the Financial Statements relates and the date of signing of this report.

SUBSIDIARIES & JOINT VENTURES/ASSOCIATES

There are Six Wholly owned subsidiaries, one subsidiary and one joint venture of your Company as on 31^st March,2023. M/s Arihant Griha Limited, M/s. Vaikunt Housing Limited, M/s. Varenya Constructions Limited, M/s. Transparent Heights Real Estate Limited, M/s Escapade Real Estates Private Limited and M/s. Verge Realty Private Limited are the Wholly owned subsidiaries of your Company. M/s. North Town Estates Private Limited is a subsidiary and M/s. Kairav Developers Limited is the Joint Venture entity of your Company.

Details of financial statements of subsidiaries and joint venture are given in AoC-1 as Annexure 1.

PERFORMANCE. PLANS AND PROSPECTS OF YOUR COMPANY

Project name	Location	Area (Sq.ft)
Arihant Vanya Vilas	Hunters Road, Vepery, Chennai	83,490
Arihant Vihaana	Kilpauk Garden Road, Kilpauk, Chennai.	56,580
Arihant Vista	GN Chetty Road, T.Nagar, Chennai	22,812
Arihant Vilaya	Koramangala, Bengaluru.	17,340
Arihant Vipassana	Sri Nagar Colony, Saidapet	15,472
TOTAL		1,95,694

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments made during the year are given in the note: 4, 6 & 11 to the Financial Statements.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business.

DIRECTORS:

During the period the Composition of Directors the Company was in compliance with Section 149 of the Companies Act and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

A) DIRECTORS RETIRING BY ROTATION

Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Bharatkumar Mangilal Jain (DIN: 00083236) is liable to retire by rotation and, being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Bharatkumar Mangilal Jain (DIN: 00083236) as Director of the Company, retiring by rotation.

B) KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

Sl. No.	Name of the Directors	Designation
1.	Mr. Kamal Lunawath	Chairman & Managing Director
2.	Mr. Vimal Lunawath	Whole-time Director & Chief Financial Officer
3.	Mr. Bharat M Jain	Whole-time Director
4.	Mr. Asim Kumar Charchi	Company Secretary*
5.	Ms. Jose Alphia	Company Secretary#

*Resigned on 18.05.2022

# Appointed on 30.05.2022

^# Resigned on 30.08.2023

The remuneration and other details of these Key Managerial Personnel for Financial Year 2022-23 are provided in the Annual Return which is available on the website of the Company.

C) COMMITTEES:

(I) AUDIT COMMITTEE

The Audit Committee had a number of meetings, both formal and internal interactions, with the management team in reviewing Accounts, Finances, Compliances and Risks, and in ensuring improved internal reporting, analyses and financial performances.

Given the increasing complexities presented by the new Companies Act and other Laws, the Audit Committee has also focused on Compliance and Governance to meet the needs of the present and the future. When necessary, external consultants have been brought in to support the Committee and the Management team.

We are happy to report to you that governance of your Company is of a high order as a result. Further improvements are being implemented.

The Audit Committee composition under provisions of section 177 of the Act and as required under Reg. 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 is depicted below:

Mr. Karan Bhasin, Chairman of the Committee -I & NE **

Mr. Prateek Khicha, Member of the Committee - I & NE#

Mr. Kamal Lunawath, Managing Director, Member of the Committee - NI &E Ms. Jose Alphia, Secretary of the Committee.

Note: I- Independent, NE- Non-Executive, E- Executive

(II) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been active in its role as stipulated in Section 178 of the Companies Act 2013. The policy of remuneration for the Directors, KMPs and employees are stated elsewhere in the report.

The Nomination & Remuneration Committee consists of Mr. Karan Bhasin, Chairman of the committee, Mrs. Ann Gonsalvez, Independent Director and Mr. Prateek Khicha, Independent Director. The Company Secretary of the Company acts as the Secretary to the Committee.

The Committee is formed in accordance with Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee has coined a Remuneration Policy as under Reg. 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the purpose of determining the Remuneration to the Directors.

(III) STAKEHOLDER GRIEVANCE COMMITTEE/ STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Grievance committee comprises of, Mr. Karan Bhasin - Chairman of the committee, Mr. Kamal Lunawath, Managing Director and Mr. Prateek Khicha, Independent Director as the members of the committee. The Company Secretary of the Company acts as the Secretary to the Committee.

The Committee is formed in accordance with Section 178 of the Companies Act, 2013 to consider and resolve the grievances of security holders of the company.

D) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the following are the changes in directors and Key Managerial Personnel

Sl No	Name	Designation	Appointment / Cessation	Date
1	Mr. Asim Kumar Charchi	Company Secretary	Cessation	18.05.2022
2	Ms. Jose Alphia	Company Secretary	Appointment	30.05.2022

After the closure of financial year-

Sl No	Name	Designation	Appointment / Cessation	Date
1	Ms. Jose Alphia	Company Secretary	Cessation	30.08.2023

E) MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial Year 2022-23, the Board of Directors met Eight (8) times and the details of the meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure 2). The gap intervening between two meetings was within the time prescribed under the Act and Listing Regulations.

Details of attendance of meetings of the Board, its Committees and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

F) DECLARATION BY INDEPENDENT DIRECTORS

A declaration by the Independent Directors that they meet the criteria of independence as provided in sub-section (6)of Section 149 of the Companies Act, 2013 was taken on record by the Board in their meeting held on May 30, 2023.The terms and conditions of appointment of the Independent Directors are placed on the website of the Company https://www.arihantspaces.com/investors/code-of-conduct/

The Company has also disclosed the Directors'' familiarization program on its website https://www.arihantspaces.com/investors/code-of-conduct/.

The independent directors have met on 30.05.2023 and reviewed the performance of non-executive directors, chairmanand executive directors and analyzed the flow of information to the Board. All the Independent directors were present at the meeting.

The Board also evaluated its own performance and that of its committees & Independent Directors.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

FINANCE

All taxes and statutory dues have been paid. Payment of interest and instalments to the Financial Institutions and Banks are being made as per schedule. Your Company had not collected any Fixed Deposits during the Financial Year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Indian Accounting Standards (IND-AS) on consolidated financial statements read with Accounting Standard IND-AS-28 on investment in associates and on financial reporting of interest in Joint Venture, Auditors Report on the consolidated financial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash flow statements are provided in the Annual Report.

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

The company has taken necessary steps for conservation of energy, technology absorption.

There are no foreign -exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

Details of employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 3 to this annual report. Employees at all levels have performed well.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Womenat the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary,trainees) are covered under this policy.

During the year the Company has not received any complaint under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties (as defined under the Companies Act, 2013) during the financial year were in the ordinary course of business and on an Arm''s length pricing basis, and do not attract the provisions of Section 188 of the Companies Act, 2013 and within the ambit of Reg. 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. https://www.arihantspaces.com/investors/code-of-conduct/. Details of transactions with related parties are given in Form AOC - 2 which is attached to this report as Annexure 4.

REMUNERATION POLICY OF THE COMPANY:

The objective of the remuneration policy of the Company is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website and can be accessed by using web link at: https://www.arihantspaces.com/investors/code-of-conduct

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It''s an optimum mix of e xpertise (including financial expertise), leadership and professionalism.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. the directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. the directors have prepared the annual accounts on a going concern basis.

v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operatingeffectively.

CEO/CFO CERTIFICATION

Appropriate certification as required under Reg. 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Kamal Lunawath, Managing Director and Mr. Vimal Lunawath, Chief Financial Officer have certified to the Board regarding Financial Statements for the year ended 31st March, 2023 which is attached as Annexure 2 to CG.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at weblink https://www.arihantspaces.com/wp-content/uploads/2022/06/Code-of-Conduct-for-Directors-and-SM.pdf. Pursuant to the Listing Regulations, confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given in Annexure 1 to the Corporate Governance.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The obligation to incur expenses under Corporate Social Responsibility is not applicable to your Company for the current year. A CSR committee of the Board, however, has been constituted and a policy on Corporate Social Responsibility Policy has been uploaded on the Company''s website https://www.arihantspaces.com/wp-content/uploads/2020/06/CSR-POLICY.pdf

STATEMENT PURSUANT TO LISTING REGULATIONS:

Your Company''s shares are listed with the BSE Ltd. We have paid the respective annual listing fees and there are no arrears. REPORT ON CORPORATE GOVERNANCE

A Report on Corporate governance is annexed herewith as Annexure 2.

STATUTORY AUDITORS

The Company has appointed M/s. B.P Jain & Co, Chennai (Firm Regn. No. 007735S) in the 29th Annual GeneralMeeting held on 30^th September 2022 for a period of 5 years from the 29th annual general meeting until the conclusion of the 34th annual general meeting of the Company on such remuneration as may be fixed by the Board of Directors. In view of the amendment to the Companies Act, 2013 notified by the Ministry of Corporate Affairs dated 7th May 2018, no longer their appointment needs to be ratified by the Members of the company.

AUDITORS'' REPORT

There are no qualifications or adverse remarks mentioned in the Auditors'' report. The notes to accounts, forming part of financial statements, are self-explanatory and needs no further clarification.

SECRETARIAL AUDITORS

The Board appointed Mr. V Suresh, Practising Company Secretary, Chennai to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023, is attached to this Report as Annexure 6.

The Board appointed Mr. Abbavaram Kumar Reddy, Practising Company Secretary, Chennai to conduct Secretarial Audit for the Financial Year 2023-24 at the Board Meeting held on August 14, 2023

ADEQUACY OF INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Audit and Internal Financial Controls with reference to the financial statements, whichis evaluated by the Audit Committee as per Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Apart from Statutory Audit, your Company, in compliance with Section 138 of the Companies Act, 2013, had engaged M/s N. S. Shastri & Co, (Firm Registration No 015093S) Chartered Accountants, Bangalore as the Internal Auditors of the Companyfor the financial year 2022-23. Findings and observations of the Internal Auditors are discussed, and suitable corrective actions are taken as per the directions of the Audit Committee on an on-going basis to improve efficiency in operations.

The Company''s internal control systems are well established and commensurate with the nature of its business and the size and complexities of operations and adequate with reference to the financial statements as envisaged under the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to the provisions of the Act and Listing Regulations and as per Guidance Note on Board Evaluation issued by SEBI on 5th January 2017, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees at its meeting held on 14th November, 2022. The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees. The performance of the Board, its committees and individual Directors was evaluated by the Nomination and Remuneration Committee and Board after seeking inputs from all the respective Committee member and Directors.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, The Company has a risk policy defining risk management governance model, risk assessment and prioritization process. The Risk Management Committee adopted a follow-up risk management framework to review and monitor the key risks and their mitigation measures periodically and provide an update to the Board on Company''s risks. The Audit Committee has additional oversight on financial risks and controls.

ANNUAL RETURN

The annual return of the Company has been uploaded in the web site and the same can be accessed through web site link https://www.arihantspaces.com/investors.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES OF THE COMPANIES ACT, 2013:

a) The ratio of the remuneration of each Director to the median employee''s remuneration for the financial year and such other details as prescribed is as given below:

S. No.	Name of the Director	Ratio
1.	Mr. Kamal Lunawath	1.4286
2.	Mr. Vimal Lunawath	1.4286
3.	Mr. Bharat Jain	1.6905

b) Ihe median remuneration for the period from April 2022 to March 2023 Rs.8,40,000/-

c) The percentage increase in remuneration of the Managing Director, Chief Financial Officer, Company Secretary, Manager if any, in the financial year:

Mr. Kamal Lunawath - (Managing Director) : N.A.

Mr. Vimal Lunawath - (Chief Financial Officer) : N.A.

Mr. Asim Kumar Charchi - (Company Secretary) : N.A.

d) The percentage increase in the median remuneration of employees in the financial year: 0.94% or 1%

e) The number of permanent employees on the rolls of company: 79

f) Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and anyexceptional circumstances for increase in the managerial remuneration:

The increase in remuneration is based on remuneration policy of the Company.

g) If remuneration is as per the remuneration policy of the company: Yes

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013. PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

CAUTIONARY STATEMENT

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis Report may contai n certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company''s performance could be the demand and supply for Company''s product and services, changes in Government regulations, tax laws, forex volatil ity etc.

ACKNOWLEDGEMENTS

Your directors place on records their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors ARIHANT FOUNDATIONS & HOUSING LIMITED

(KAMAL LUNAWATH) (VIMAL LUNAWATH)

Place: Chennai Managing Director Whole-time Director

Date: 04.09.2023 DIN: 00087324 DIN: 00586269

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Mar 31, 2016

Your Directors are pleased to present the Directors'' Report of your Company together with the Audited Financial Statements and the Auditors'' Report for the period ended 31st March, 2016. The summarized financial results for the Financial Year are as under:

WORKING RESULTS:

FINANCIAL PERFORMANCE:

During the year under review, company has Revenue from operation of Rs. 7181.66 Lakhs (Previous Year: Rs. 6608.21 Lakhs) and Other Income of Rs.1183.20 Lakhs (Previous Year: Rs.733.77 Lakhs), and the Gross Profit/ loss of the Company amounted to Rs.(792.55) Lakhs (Previous Year: Rs.158.04 Lakhs). After providing for Interest & Finance charges, and Depreciation, the Profit/Loss after Tax is Rs.(521.63) Lakhs (Previous Year: Rs.128.85 Lakhs).

(Rs. In Lakhs

S. No.	Particulars	1st January 2015 to 31st March, 2016 (15 Months)	1st October 2013 to 31st December 2014 (15 Months)
I.	Total Revenue	8364.860	7341.986
II.	Total Expenses	9157.407	7183.938
III	Profit before exceptional and extraordinary items and tax (I-II)	(792.546)	158.047
IV	Exceptional items	-	-
V	Profit before extraordinary items and tax (III -IV)	(792.546)	158.047
VI	Tax expense:
	(1) Current tax	47.805	37.000
	(2) Deferred tax	(318.72)	7.807
VII	Profit (Loss) for the period from continuing operations	(521.632)	128.855
VIII	Transfer to Capital Redemption Reserve	-	-
IX	Profit (Loss) for the period (VII- VIII)	(521.632)	128.855

DIVIDEND

Your directors do not recommend any Dividend for the financial year ended 31st March 2016 as the company had incurred a loss during the current year. Hence, transfer to general reserves is not applicable.

DEPOSITS

During the year under review, the company didn''t raise funds by way of fixed deposits from Public.

Subsidiaries & Joint Ventures/Associates

There are four subsidiaries, four joint ventures, one associate of your Company as on 31st March, 2016. M/s Arihant Griha Limited, Vaikunt Housing Limited, Varenya Constructions Limited and Transperent Heights Real Estate Limited are the wholly-owned subsidiaries of your Company. M/s. Arihant Unitech Realty Projects Limited, North Town Estates Private Limited, Mangalagiri Realty Private Limited (formerly known as Arihant Indo-African Infra Developers and Builders Private Limited) and Escapade Real Estate Private Limited are Joint Venture entities of your Company. M/s. Heirloom Real Estate Private Limited is an Associate Company with 25% stake. Your Company does not have any material non-listed Indian Subsidiary Company. No Company ceases to be Subsidiary and no Company has been made Subsidiary during the year under review. Details of financial statements of subsidiaries is given in AoC-1 as Annexure 1.

Performance, Plans and Prospects of your Company

Your Company''s current year Projects:

During the year under review, the Company has executed and handed over 3 residential projects covering an area of 4.55 Lakh square feet. The Company''s Project managers are guided by policy and principle in the successful implementation and completion of various projects.

ONGOING PROJECTS

Project name	Location	Area (Sqft)
Arihant – Esta (Residential Complex)	Mugappair, Chennai	1,94,145
Arihant Tiara (Residential Complex)	Nandambakkam, Chennai	1,49,568
TOTAL		3,43,713

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments made during the year are given in the notes to the Financial Statements.

DIRECTORS:

Your Directors have played a very important role in the improvement of the Company''s Business Performance, Controls, Finances and Accounts, Compliances and Systems. Their active involvement and their critical and supportive monitoring have been of great value. They have brought in a breadth of experience and expertise coupled with commitment to the Company.

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board has appointed Mrs. Ann Amelia Gonsalvez as an independent woman Director of the Company In terms of section 149 read with section 152 of the Companies Act 2013, earlier in a meeting of the Board and later in the last AGM of the Company; being an Independent Director she is not liable to retire by rotation.

Mr.Harish Trivedi, Director of the Company resigned from the Board on 25.03.2015.

Mr.Ravikant Chaudry, Mr.Damodaran Arumugam and Mr.Karan Bhasin who were earlier Directors of the Company were appointed as independent directors for a period of 5 years from the date of last AGM pursuant to the provisions of Section 149 of the Companies Act, 2013.

In compliance of provisions of section 203 of the Companies Act, 2013 following persons have been designated as Key Managerial Personnel (KMP) of the company.

S. No.	Name	Designation	Designated w.e.f.
1	Kamal Lunawath	Managing Director	04/11/2005
2	Vimal Lunawath	Chief Financial Officer	04/11/2005
3	J. Meenakshi	Company Secretary	23/08/2013

B) DECLARATION BY INDEPENDENT DIRECTORS

A declaration by the Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 was taken on record by the Board in their meeting held on January 7, 2015. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company http://www. arihantfoundations.com/investors-details/code-of-conduct/

The Company has also disclosed the Directors'' familiarization programme on its website http://www. arihantfoundations.com/investors-details/code-of-conduct/

The independent directors had met on 19.10.2015 and reviewed the performance of non-executive directors, chairman and executive directors and analyzed the flow of information to the Board. All the Independent directors were present at the meeting.

The Board also evaluated its own performance and that of its committees & Independent Directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year, 13(thirteen) Board Meetings and 5 (five) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE:

The Audit Committee had a number of meetings, both formal and internal interactions with the management team in reviewing Accounts, Finances, Compliances and Risks, and in ensuring improved internal reporting, analyses and financial performances. Given the increasing complexities presented by the new Companies Act and other Laws, the Audit Committee has also focused on Compliance and Governance to meet the needs of the present and the future. When necessary, external consultants have been brought in to support the Committee and the Management team.

We are happy to report to you that governance of your Company is of a high order as a result. Further improvements are being implemented.

Nomination and Remuneration Committee has been active in its role as stipulated in Section 178 of the Companies act 2013. The policy of remuneration of the Directors, KMPs and employees are stated elsewhere in the report.

FINANCE

All taxes and statutory dues have been paid. Payment of interest and installments to the Financial Institutions and Banks are being made as per schedule. Your Company had not collected any Fixed Deposits during the Financial Year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-23 on investment in associates, AS-27 on financial reporting of interest in Joint Venture, Auditors Report on the consolidated financial statements are provided in the Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the policies, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by Mrs. G. Subhasree, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, is attached to this Report as Annexure 2 .

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

The necessary details are furnished in Notes to Financial statements no. 34.

PARTICULARS OF EMPLOYEES:

Details of employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 3 to this annual report. Employees at all levels have performed well.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The number of complaints filed during the year was Nil.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties (as defined under the Companies Act, 2013) during the financial year were in the ordinary course of business and on an Arm''s length pricing basis, and do not attract the provisions of Section 188 of the Companies Act, 2013 and within the ambit of Reg. 23 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. Approval of shareholders is being sought in the current AGM for material related party transactions. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. http://www.arihantfoundations. com/investors-details/code-of-conduct.

Details of transactions with related parties are given in Form AOC - 2 which is attached to this report as Annexure 4.

REMUNERATION POLICY OF THE COMPANY

The objective of the remuneration policy of the Company is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii) the directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) the directors have prepared the annual accounts on a going concern basis.

v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks. Pursuant to the requirement of Reg. 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Business Risk Management.

Committee and the details of the Committee are as under:

S. No.	Name of the member	Category
1.	Mr. Ravikant Choudhry	Chairman, Non executive, Independent
2.	Mr. A. Damodaran	Member, Non executive, Independent
3.	Mr. Bharatkumar Jain	Member, Executive, Non Independent Director

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Obligation to incur expenses Corporate Social Responsibility are not applicable to your Company for the current year. A CSR committee of the Board however has been constituted and a policy on Corporate Social Responsibility Policy has been uploaded on the Company''s website http://www.arihantfoundations. com/investors-details/code-of-conduct/

STATEMENT PURSUANT TO LISTING AGREEMENT

Your Company''s shares are listed with the National Stock Exchange of India Ltd and the BSE Ltd. We have paid the respective annual listing fees and there are no arrears.

REPORT ON CORPORATE GOVERNANCE

A Report on Corporate governance is annexed herewith as Annexure 5. An extract of Annual Return is attached as Annexure 6.

AUDITORS

The Company has appointed M/s B.P Jain & Co., Chartered Accountants (Firm Registration no. 050105S) in the 22nd Annual General Meeting held on 30th June, 2015 on such remuneration as may be fixed by the Board of Directors subject to ratification by the members every year. The ratification of the auditors is proposed during the current year taking into account the provisions of the Act read with Removal of difficulties Third Order dated 30th June 2016. The Auditors have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

INTERNAL AUDITORS

The Internal Auditors M/s. Ernst & Young LLP have played an important role in strengthening the Systems and internal Controls within the Company.

SECRETARIAL AUDIT

The Board appointed Mrs. G.Subhasree, Practising Company Secretary, Chennai to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year ended March 31, 2016 is attached to this Report as Annexure 7.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES OF THE COMPANIES ACT, 2013:

a) The ratio of the remuneration of each Director to the median employee''s remuneration for the financial year and such other details as prescribed is as given below:

S. No.	Name of the Director	Ratio
1.	Mr. Kamal Lunawath	2.275
2.	Mr. Vimal Lunawath	2.275
3.	Mr. Bharatkumar Jain	3.034

b) The median remuneration for the period from January 2015 to March 2016 Rs. 6,59,168/

c) The percentage increase in remuneration of the Managing Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

Mr. Kamal Lunawath - (Managing Director) : N.A. Mr. Vimal Lunawath - (Chief Financial Officer) : N.A.

Mrs. J.Meenakshi - (Company Secretary) : N.A.

d) The percentage increase in the median remuneration of employees in the financial year: Nil

e) The number of permanent employees on the rolls of company: 29

f) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration:

Increase in remuneration is based on remuneration policy of the Company.

g) If remuneration is as per the remuneration policy of the company: Yes

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors

ARIHANT FOUNDATIONS & HOUSING LIMITED

Sd/- Sd/-

(KAMAL LUNAWATH) (VIMAL LUNAWATH)

Place: Chennai Managing Director Whole time Director

Date: 26.05.2016 DIN: 00087324 DIN: 00586269

---

Dec 31, 2014

Dear Members,

The Directors are pleased to present the Directors'' Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report for the Financial Year ended 31st December, 2014. The summarized financial results for the Financial Year are as under:

FINANCIALS

(Rs. in Lakhs) PARTICULARS 1st Oct 13 1st Oc 12 to 31st Dec 14 to 30th Sep 13 (15 months) (12 Months)

Income 7341.98 6912.86

Expenditure 5921.17 5629.65

Earnings before Interest, Depreciation and Tax 1420.81 1283.21

Interest 1262.77 815.92

Depreciation 75.92 60.05

Profit before Tax and Exceptional items -- 180.10

Profit before Tax 158.04 277.13

Provision for tax 29.19 60.00

Profit after Tax 128.85 167.13

APPROPRIATIONS

Proposed Dividend — —

Balance profit carried forward 128.85 167.13

IMPLEMENTATION OF COMPANIES ACT 2013

As per General Circular No. 08/2014 of Ministry of Corporate Affairs dated 04.04.2014 clarifies that, the financial statements (and documents required to be attached thereto), auditor''s report and Board''s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act, 1956. However, as good corporate governance few important aspects are covered below:

a) DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The main objective of Risk Management is risk reduction and avoidance as also to help the Company identify the risks faced by the business and optimize the risk management strategies. The Company has a defined risk management framework. The company has laid down procedures to inform Board members about the risk assessment and minimization procedures and is responsible for framing, implementing and monitoring the risk management plan for the company.

The company has constituted a risk management committee, whose constitution is as below. It assists the Board in functioning of framing, implementing, monitoring and reviewing the Risk Management Plan, lays down procedures to inform the Board on the Risk Assessment and Minimization Procedures, review the said procedures periodically and to see whether the Executive Management controls the risks through properly defined framework, and such other functions as it may deem fit.

Constitution of Risk Management Committee:

S.No Name of the member Category

1 Mr. Ravikant Choudhry Chairman, Non executive Independent

2 Mr. A. Damodaran Member, Non executive, Independent

3 Mr. Bharat Jain Member, Executive, Non Independent Director

b) INTERNAL FINANCIAL CONTROL

Your Company has well defined and adequate internal controls and procedures, commensurate with its size and nature of its operations. This is further strengthened by the Internal Audit done concurrently.

Your Company has appointed M/s. Ernst & Young LLP, Major international accounting and consulting firm as the Internal Auditors of the Company. The Internal Auditors directly and periodically report to the Audit Committee as required by the Clause 49 of the Listing Agreement.

Besides, the Company has an Audit Committee, comprising Non-Executive Directors, to monitor its financial management, operations and systems.

The Audit committee at its meeting held on 14.11.2014 has evaluated the internal financial controls and risk management system accordingly.

c) EXTRACT OF THE ANNUAL RETURN:

The extract of Annual Return as provided under sub- section (3) of section 92 of the Act is covered in the Corporate Governance Report of this Annual Report.

d) NUMBER OF BOARD MEETINGS HELD DURING THE YEAR ALONG WITH THE DATES OF THE MEETINGS

The details of number of Board Meetings held during the year along with the dates of the meetings are covered in the Corporate Governance Report of this Annual Report.

e) AUDIT COMMITTEE

The Audit Committee composition under provisions of section 177 of the Act and Clause 49(III) of the Listing agreement are covered in the Corporate Governance Report of this Annual Report.

f) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility provisions are not applicable to your Company as your Company did not qualify the rules provided in Section 135 of the Companies Act, 2013.

PERFORMANCE

The Company''s total Income is Rs.73.42 crores during the financial year 2013-14 as against Rs.69.13 crores in the previous year 2012-13 and the Earnings before Interest, Depreciation and Tax (EBIDT) is Rs. 14.21 crores during the financial year 2013-14 as against Rs. 12.83 crores in the previous year 2012-13. The Profit after tax (PAT) for the financial year is Rs. 1.29 crores compared to previous year profit of Rs.1.67 crores. On consolidated basis, the total income of your Company and its subsidiaries and Joint venture stands at Rs.101.02 crores and consolidated loss after tax stood at Rs. 16.31 crores as compared to the previous year consolidated loss after at Rs. 18.56. The earnings per Share (EPS) basic and diluted stands at Rs. 1.50 considering the total equity capital of Rs.8.60 crores (86,00,000 equity shares of Rs.10/- each) as on 31st December, 2014.

This decrease in profit is primarily due to onetime settlement scheme entered into by the Company with the HUDCO and made a full and final settlement for the long pending claim filed against the Company by HUDCO before the Debt Recovery Tribunal (DRT), whereby the DRT vide its order dated 26/08/2011 ordered for payment of interest of 9% p.a. on Rs. 15,48,54,845/- with interest pendent lite and future thereon from 1.7.2004. Your Company has successfully settled a claim pending against it since 2004. This has significantly brought down the profits of the Company for the year under review. The other reasons for decrease include economic slowdown, depressed markets, increase in interest costs and cost of raw materials. A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

PROJECTS

During the year under review, the Company has executed and handed over 2 residential projects covering an area of 4.19 Lakh square feet. The Company''s Project managers are guided by policy and principle in the successful implementation and completion of various projects.

ONGOING PROJECTS

Project name Location Area (Sqft)

Escapade Real Estate Pvt. Ltd. Villa Viviana- Phase II GST Road, 13,00,000 Township Project Chennai In association with J P Morgan India Property Fund

North Town Estates Pvt. Ltd. Perambur, 30,24,000 Township Project Chennai In association with PVP Ventures Ltd and Unitech Ltd.

Arihant Unitech Reality Projects Ltd Green Wood Thazambur, (Plotted development) Chennai 16,84,800

Arihant - Esta Mugappair, (Residential Complex) Chennai 1,94,145

Arihant Tiara Nandambakkam, (Residential Complex) Chennai 1,48,020

TOTAL 63,50,965

DIVIDEND

Your directors do not declare any Dividend for the financial year ended, 31st December 2014 due to inadequate profit and to Conserve reserves.

DEPOSITS

During the year under review, the Company did not raise funds by way of fixed deposits from the public.

SUBSIDIARY COMPANIES AND ITS ACCOUNTS

There are four subsidiaries of your Company as on 31st December, 2014. The financial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report pursuant to Section 212 of the Companies Act, 1956. Ministry of Corporate Affairs vide its general circular no.2/2011 dated 8th February, 2011 has issued a direction under Section 212(8) of the Companies Act, 1956 granting general exemption with respect to the provision of section 212 of the Companies Act, 1956. With the consent of the Board and following the aforesaid direction, the annual accounts and other details of Subsidiary Companies are not attached. However the annual accounts of subsidiary companies and the related detailed information shall be made available to shareholders of holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the corporate office and registered office of the holding company and of the subsidiary companies concerned and a note to the above effect will be included in the details of accounts of subsidiaries to any shareholder on demand. No Company ceases to be Subsidiary and no Company has been made Subsidiary during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-23 on investment in associates, AS-27 on financial reporting of interest in Joint Venture, Auditors Report on the consolidated financial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash flow statements are provided in the Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the policies, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by Mrs. V. Padmapriya, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

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

The necessary details are furnished in Notes to Financial statements no. 33.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS

In compliance with the provisions of section 149, 152 and other applicable provisions, if any, of the Act, and listing agreement Mr. Ravikanth Choudhry (DIN: 00831721), Mr. Damodaran Arumugam (DIN: 00083139), Mr. Karan Bhasin (DIN: 02168581) & Mrs. Ann Gonsalvez (DIN: 07136630), are proposed to be appointed as Independent Directors (Non - Executive) of the Company for a term of five consecutive years from the conclusion of this Annual General Meeting, and shall not be liable to retirement by rotation. The brief resume of directors, who are to be appointed as stipulated under clause 49(II)(B) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the Annual Accounts on a going-concern basis;

(v) That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

The company has appointed M/s B.P Jain & Co., Chartered Accountants (Firm Registration no.050105S) in the 22nd Annual General Meeting proposed to be held on 30th June, 2015 until the conclusion of the next Annual General Meeting of the Company, on such remuneration as may be fixed by the Board of Directors subject to ratification of members every year.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders'' and Investors'' Grievance Committee of the Board met to review the redressal of investors grievances. The shares of your Company are continued to be traded in Electronic Form and the ematerialized on arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st December, 2014, 69,01,720 (Sixty Nine lakhs One thousand Seven hundred and Twenty only) shares have been ematerialized, representing 80.25% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2013-2014 to the Stock Exchanges where its securities are listed. The listed capital of the Company with BSE and NSE is 86,00,000 fully paid-up equity shares of Rs.10/- each. The Company had made a request to Madras Stock Exchange Ltd for delisting its entire securities (70,00,000 equity shares of Rs.10/- each) voluntarily after obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. The Exchange informed that it is in the process of voluntary winding up vide circular issued by SEBI dated 22.05.2014.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVESTOR EDUCATION AND PROTECTION FUND)

Details of unclaimed Dividend:

Financial Date of Unpaid Dividend Due date for Year Declaration amount. transfer of Dividend As on 30.09.2013 to IEPF. (Rs.)

2007- 08 20-03-2009 64,470.00 18-04-2016

2008- 09 26-03-2010 1,44,244.00 24-04-2017

2010- 11 30-03-2012 65,606.00 28-04-2019

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend once transferred to IEPF, cannot be claimed by the Shareholders.

THE COMPANIES (COST ACCOUNTING RECORD) RULES, 2011

As per the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31st December, 2014, cost audit is not applicable to your Company.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors ARIHANT FOUNDATIONS & HOUSING LIMITED

S/d. S/d.

(KAMAL LUNAWATH) (VIMAL LUNAWATH) Managing Director Cheif Financial Officer DIN: 00087324 DIN: 00586269

Place: Chennai Date: 27.02.2015

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Sep 30, 2013

The Directors take pleasure in presenting the 21st Annual Report to the Shareholders together with the Audited Accounts for the year ended 30th September, 2013.

FinAnCiALs

(Rs. in Lakhs)

PArtiCuLArs 2012-13 2011-12

Income 6912.86 14392.54

Expenditure 5629.65 12960.08 Earnings before Interest,

Depreciation and Tax 1283.21 1432.46

Interest 815.92 820.83

Depreciation 60.05 56.35

Proft before Tax and

Exceptional items 407.24 555.28

Exceptional items 180.10 280.04

Proft before Tax 227.13 275.24

Provision for tax 60.00 61.99

Proft after Tax 167.13 213.25

APProPriAtions

Proposed Dividend 86.00

Balance proft carried forward 167.13 127.25

PerFormAnCe

The Company''s total Income is Rs.69.13 crores during the fnancial year 2012-13 as against Rs. 144 crores in the previous year 2011-12 and the Earnings before Interest, Depreciation and Tax (EBIDT) is Rs. 12.83 crores during the fnancial year 2012-13 as against Rs. 14.32 crores in the previous year 2011-12. The Proft after tax (PAT) for the fnancial year is Rs.1.67 crores compared to previous year proft of Rs. 2.13 crores. On consolidated basis, the total income of your Company and its subsidiaries and Joint venture stands at Rs.141.83 crores and consolidated loss after tax stood at Rs. 18.56 crores as compared to the previous year consolidated PAT of Rs. 4.84 crores. The earnings per Share (EPS) basic and diluted stands at Rs.1.94 considering the total equity capital of Rs.8.60 crores (86,00,000 equity shares of Rs.10/- each) as on 30th September, 2013.

It is evident from the above fgures that the performance of the Company has dropped slightly due to slow economic growth, high construction cost, high home loan interest, escalation of raw materials and steel prices in the real estate sector during the current reporting period. However it is expected that with increasing Government support in the real estate sector, the sector is bound to grow. A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

mAnAgement disCussion And AnALYsis rePort

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

ProJeCts

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Company''s Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

diVidend

Your directors do not declare any Dividend for the fnancial year ended, 30th September 2013 due to inadequate profts.

dePosits

Your Company has not received any fxed deposits during the year.

suBsidiArY ComPAnies And its ACCounts

There are four subsidiaries of your Company as on 30th September, 2013. The fnancial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report pursuant to Section 212 of the Companies Act, 1956. Ministry of Corporate Affairs vide its general circular no.2/2011 dated 8th February, 2011 has issued a direction under Section 212(8) of the Companies Act, 1956 granting general exemption with respect to the provision of section 212 of the Companies Act, 1956. With the consent of the Board and following the aforesaid direction, the annual accounts and other details of Subsidiary Companies are not attached. However the annual accounts of subsidiary companies and the related detailed information shall be made available to shareholders of holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Corporate offce and r egistered offce of the holding company and of the subsidiary companies concerned and a note to the above effect will be included in the details of accounts of subsidiaries to any shareholder on demand.

ConsoLidAted FinAnCiAL stAtements

In accordance with the Accounting Standard AS-21 on consolidated fnancial statements read with Accounting Standard AS-23 on investment in associates, AS-27 on fnancial reporting of interest in Joint Venture, Auditors Report on the consolidated fnancial statements, audited consolidated Balance Sheet, Proft and Loss account and Cash fow statements are provided in the Annual Report.

rePort on CorPorAte goVernAnCe

Your Company ensures good corporate governance by implementing and complying with the policies, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certifcate issued by Mrs.V.Padma Priya, Practicing Company Secretary confrming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

ConserVAtion oF energY, teChnoLogY ABsorPtion, Foreign eXChAnge eArnings And outgo.

The necessary details are furnished in Notes to Financial statements no.33.

PArtiCuLArs oF emPLoYees under seCtion 217(2A)

During the year under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

direCtors

In accordance with the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ravikant Choudhry and Mr. Harish Trivedi, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

direCtors resPonsiBiLitY stAtement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confrm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of affairs of the company at the end of the fnancial year and of the proft or loss of the company for that period.

iii. Proper and suffcient care have been taken to maintain adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

Auditors

M/s B.P. Jain & Co., Chartered Accountants, Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

inVestor reLAtions

Your Company always endeavors to keep the time of response to shareholders'' requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders'' and Investors'' Grievance Committee of the Board met to review the redressal of investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2013, 66,06,320 (Sixty six lakhs Six thousand three hundred and twenty only) shares have been dematerialised, representing 76.81% of the subscribed capital.

Listing

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2012-2013 to the Stock Exchanges where its securities are listed. The listed capital of the Company with BSE and NSE is 86,00,000 fully paid-up equity shares of Rs.10/- each. The Company had made a request to Madras Stock Exchange Limited for delisting its entire securities (70,00,000 equity shares of Rs.10/- each) voluntarily after obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. Delisting approval from MSE is awaited. The Company has also complied with the amendments in listing agreement from time to time. By Order of the Board

For Arihant Foundations & Housing Limited

Sd/-

(J. Meenakshi)

Company Secretary

Place: Chennai

Date: 14.02.2014

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Sep 30, 2012

The Directors take pleasure in presenting the 20th Annual Report to the Shareholders together with the Audited Accounts for the year ended 30th September, 2012.

FINANCIALS

(Rs. in Lakhs)

PARTICULARS 2011-12 2010-11

Income 14392.54 13461.43

Expenditure 12960.08 12320.65

Profit before Interest 1432.46 1140.78 and Depreciation

Interest 820.83 747.63

Depreciation 56.35 53.92

Profit before Tax and 555.28 339.23

Exceptional items -

Exceptional items 280.04 -

Profit before Tax 275.24 339.23

Provision for tax 61.99 87.68

Profit after Tax 213.25 251.55

Previous year provision for Dividend added back - 74.80

APPROPRIATIONS

Proposed Dividend 86.00 86.00

Balance profit carried forward 127.25 240.35

PERFORMANCE

The Company''s total Income is Rs.144 crores during the financial year 2011-12 as against Rs.135 crores in the previous year 2010-11. The Profit after tax (PAT) for the financial year is Rs.2.13 crores compared to previous year profit of Rs.2.51 crores. On consolidated basis, the total income of your Company and its subsidiaries and Joint venture stands at Rs.225.74 crores and consolidated profit after tax (PAT) stood at Rs. 4.84 crores as compared to the previous year consolidated PAT of Rs.0.90 crores recording a four times increase in the consolidated profit. The earnings per Share (EPS) basic and diluted stands at Rs.2.48 considering the total equity capital of Rs.8.60 crores (86,00,000 equity shares of Rs.10/- each) as on 30th September, 2012.

It is evident from the above performance that the Company has fetched substantial profit during the year from its JV and Associates as many of the projects of the Company is in JV and with its Associates. In the coming years the Company also foresee good profits from its own projects and the JV Projects.

A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

PROJECTS

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Company''s Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

Project details:

ONGOING PROJECTS

Project name Location Area (Sqft)

VILLA VIVIANA GST Road, 13,00,000 Township Project Chennai In association with J P Morgan India Property Fund

NORTH TOWN ESTATES Perambur, 21,26,880 Township Project Chennai In association with PVP Ventures Ltd and Unitech Ltd.

ARIHANT - FRANGIPANI Pudupakkam, Residential Complex Chennai 2,80,000

ARIHANT - PANACHE Arumbakkam, Chennai 1,05,400

ARIHANT - JASHN Egmore, (Mixed development) Chennai 36,831

GREEN WOOD Thazambur, (Plotted development) Chennai 39.665 acres

NEW PROJECT INITIATIVE:

ARIHANT - ''ESTA Mugappair, Residential Complex Chennai 1,94,145

DIVIDEND

Your directors pleased to recommend final dividend for the financial year ended 30th September, 2012 @ 10% i.e. Rs.1.00 per equity share on the paid-up equity shares of Rs.10/- each for the financial year ended 30th September 2012, which if approved at the ensuing Annual General Meeting , will be paid to:

i) all those shareholders whose name appears in the Register of Members as on 21st March 2013 and;

ii) all those whose name appears on that date as beneficial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

DEPOSITS

The fixed deposits have been repaid in full during the year.

SUBSIDIARY COMPANIES AND IT''S ACCOUNTS

There are four subsidiaries of your Company as on 30th September, 2012. The financial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report pursuant to Section 212 of the Companies Act, 1956. Ministry of Corporate Affairs vide its general circular no.2/2011 dated 8th February, 2011 has issued a direction under Section 212(8) of the Companies Act, 1956 granting general exemption with respect to the provision of section 212 of the Companies Act, 1956. With the consent of the Board and following the aforesaid direction, the annual accounts and other details of Subsidiary Companies are not attached. However the annual accounts of subsidiary companies and related detailed information shall be made available to shareholder''s of holding & subsidiary companies seeking such information at any point of time. The Annual accounts of the subsidiary companies shall also be kept for inspection by any share holder''s in the corporate office and registered office of the holding company and of the subsidiary companies concerned and a note to the above effect will be included in the details of accounts of subsidiaries to any share holder on demand.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-23 on investment in associates, AS-27 on financial reporting of interest in Joint Venture, Auditors Report on the consolidated financial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash flow statements are provided in the Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the polices, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by M/s. B.P Jain & Co., Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

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

The necessary details are furnished in Notes to Financial statements no 29.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. A. L Jayabhanu and Mr. A Damodaran, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. Proper and sufficient care have been taken to maintain adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s B.P Jain & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders'' and Investors'' Grievance Committee of the Board met to review the redressal of investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2012, 6605720 (Sixty six lakhs Five thousands Seven hundred and twenty only) shares have been dematerialised, representing 76.81% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2011-2012 to the Stock Exchanges where its securities are listed. The listed capital of the Company with BSE and NSE is 86,00,000 fully paid-up equity shares of Rs.10/- each.

The Company had made a request to Madras Stock Exchange Ltd for delisting its entire securities (70,00,000 equity shares of Rs.10/- each) voluntarily after obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. Delisting approval from MSE is awaited. The Company has also complied with the amendments in listing agreement from time to time.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVESTOR EDUCATION AND PROTECTION FUND)

Details of unclaimed Dividend:

Financial Date of Unpaid Due date for Year Declaration Dividend transfer of Dividend amount to IEPF. As on 30.09.2012 (Rs.)

2004-05 24-03-2006 7488.20 22-04-2013

2005-06 23-03-2007 89,666.00 21-04-2014

2006-07 28-03-2008 1,92,744.00 26-04-2015

2007-08 20-03-2009 64,857.00 18-04-2016

2008-09 26-03-2010 1,44,331.00 24-04-2017

2010-11 30-03-2012 66,376.00 28-04-2019

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend transferred to IEPF, cannot be claimed by the Shareholders.

THE COMPANIES (COST ACCOUNTING RECORD) RULES, 2011

The Ministry of Corporate Affairs vide notification dated 3rd June, 2011 have issued Companies (Cost Accounting Record) Rules, 2011 and made mandatory, the maintenance of cost accounting records and filing of a compliance report in respect thereto with Registrar of Companies for each financial year commencing on or after the 1 st day of April, 2011. The aforesaid Rule is applicable to your Company.

Pursuant to the aforesaid Rules, Mr. Srinivasan Ramachandran, Practicing Cost Accountant was appointed as a Cost Auditor of the Company and has submitted a duly certified copy of the Compliance Report, along with necessary Annexure in prescribed format. The observation made in the said report are self explanatory.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors

Arihant Foundations & Housing Limited

Sd/- Sd/-

(KAMAL LUNAWATH) (VIMAL LUNAWATH)

Managing Director Whole time Director

Date:13.02.2013

Place: Chennai

---

Sep 30, 2011

The Directors commend the Resolution for your approval as an Ordinary Resolution.

DIRECTORS' REPORT

Your Directors take pleasure in presenting the 19th Annual Report to the Shareholders together with the Audited Ac- counts for the year ended 30th September, 2011.

FINANCIALS (Rs.in Lakhs)

PARTICULARS 2010-11 2009-10

Income 13461.43 14505.01

Expenditure 12320.65 13223.78

Profit before Interest and Depreciation 1140.78 1281.23

Interest 747.63 908.89

Depreciation 53.92 56.72

Profit before Tax 339.23 315.62

Provision for tax 87.68 105.56

Profit after Tax 251.55 210.06

Previous year provision for dividend added back 74.80 - APPROPRIATIONS

Proposed Dividend 86.00 74.80

Payment of Dividend for

Previous year 4.30

Balance profit carried forward 240.35 130.96

PERFORMANCE

The Company's total Income is Rs.135 crores during the financial year 2010-11 as against Rs.145 crores in the previous year 2009- 10. The Profit after tax (PAT) for the financial year is Rs.2.52 crores compared to previous year profit of Rs.2.10 crores. On consolidated basis, the total income of your Company and its subsidiaries and Joint venture stands at Rs.201.74 crores and consolidated profit after tax (PAT) stood at Rs. 0.90 crores. The earnings per Share (EPS) basic and diluted stands at Rs.2.93 considering the total equity capital of Rs.8.60 crores (86,00,000 equity shares of Rs.10/- each) as on 30th September, 2011.Sales has come down during the year. With stringent market condition, competition and the strict funding from Banks and Financial Institutions, your Company has made a profit of Rs.2.52 crores during the financial year.

A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

`The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

PROJECTS

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Company's Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

Project Details

ONGOING PROJECTS

Project name Location Area (Sqft)

Villa Viviana

Township Project GST Road,

In association with Chennai 13,00,000

J P Morgan India

Property Fund

ARIHANT AmARA Poonamallee Residential Complex High Road, 1,45,000

Chennai

NORTH TOWN ESTATES

Township Project Perambur,

In association with Chennai 21,26,880

PVP Ventures Ltd

and Unitech Ltd.

ARIHANT -

FRANGIPANI Pudupakkam,

Residential Complex Chennai 2,80,000

ARIHANT - Arumbakkam,

PANACHE Chennai 1,05,400

ARIHANT - Jashn Egmore

(Mixed Chennai 36,831

development)

Green Wood Thazambur

Plotted development Chennai 39.665

Acres

DIVIDEND

Your directors pleased to recommend final dividend for the financial year ended 30th September, 2011 @ 10% i.e. Rs.1.00 per equity share on the paid-up equity shares of Rs.10 each for the financial year ended 30th September 2011, which if approved at the ensuing Annual General Meeting , will be paid to:

i) all those shareholders whose name appears in the Register of Members as on 22nd March 2012 and;

ii) all those whose name appears on that date as beneficial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

DEPOSITS

The Company has outstanding fxed deposits of Rs.1,40,28,560 as on 30.09.2011, which is 0.87 % of aggregate of paid up capital and free reserves of the Company.

SUBSIDIARY COMPANIES AND IT'S ACCOUNTS

There are four subsidiaries of your Company as on 30th September, 2011. The financial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report pursuant to Section 212 of the Companies Act, 1956. Ministry of Corporate Affairs vide its general circular no.2/2011 dated 8th February, 2011 has issued a direction under Section 212(8) of the Companies Act, 1956 granting general exemption with respect to the provision of section 212 of the Companies Act, 1956. With the consent of the Board and following the aforesaid direction, the annual accounts and other details of Subsidiary Companies are not attached. However these documents will be made available upon request by any member of the Company interested in obtaining the same.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-27 on financial reporting of interest in Joint Venture, auditors report on the consolidated financial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash fow statements are provided in the Annual Report.

CHANGES IN CAPITAL STRUCTURE

Issued and Paid up Share Capital: On 3rd February, 2011, your Company allotted 11,20,000 fully paid-up equity shares of Rs.10/- each to "Persons forming part of Promoter Group." and a body corporate upon conversion of remaining 11,20,000 convertible equity warrants (out of total 1550000 convertible equity warrants originally allotted on 05.08.2009 to persons forming part of Promoter Group and Body Corporate) on a preferential basis at a total exercise price of Rs.89/- (including premium of Rs.79/- ) in terms of Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009. The issued and paid-up capital of the Company enhanced from Rs.74,80,000 equity shares of Rs.10/- each to 86,00,000 equity shares of Rs.10/- each.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the polices, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by M/s. B.P Jain & Co., Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

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

The necessary details are furnished in Notes to Accounts, point no.10.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vimal Lunawath and Mr. Bharat Jain, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. Proper and sufficient care have been taken to maintain adequate accounting records in accordance with the pro- visions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s B.P Jain & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders' requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders' and Investors' Grievance Committee of the Board met to re- view the redressal of investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2011, 6599420 (Sixty fve lakhs Ninety nine thousands Four hundred and twenty only) shares have been dematerialised, represent- ing 76.74% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2011-2012 to the Stock Exchanges where its securities are listed. During the year, 11,20,000 equity shares allotted upon conversion of 11,20,000 convertible warrants. These shares were listed at NSE on 13.04.2011 and BSE on 19.07.2011 respectively. The listed capital of the Company with BSE and NSE is 86,00,000 fully paid-up equity shares of Rs.10/- each. The Company had made a re- quest to Madras Stock Exchange Ltd for delisting its en- tire securities (70,00,000 equity shares of Rs.10/- each) voluntarily after obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. Delisting approval from MSE is awaited. The Company has also complied with the amendments in list- ing agreement from time to time.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVES- TOR EDUCATION AND PROTECTION FUND)

Pursuant to the provision of Section 205A (5) of the Com- panies Act, 1956, the amount transferred to the unpaid dividend account which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred to the Investor Education Protection Fund established under Sub- section (1) of Section 205C of the Companies Act, 1956.

Unclaimed dividend amount of Rs.60,760/- relating to final dividend for the financial year end 30th September, 2003 was transferred to Investor Education and Protection Fund on 08.11.2011.

Details of unclaimed Dividend:

Financial Date of Unpaid Due date for

Year Declaration Dividend transfer to IEPF.

of dividend as on 30.09.10 amount.(Rs.)

2004-05 24-03-2006 8,453.20 22-04-2013

2005-06 23-03-2007 90,856.00 21-04-2014

2006-07 28-03-2008 1,93,944.00 26-04-2015

2007-08 20-03-2009 65,057.00 18-04-2016

2008-09 26-03-2010 1,44,331.00 24-04-2017

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend transferred to IEPF, cannot be claimed by the Shareholders.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and impressive contribution to the high level of performance and growth of the Company during the Year.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors

Arihant Foundations & Housing Limited

sd/- sd/-

(KAMAL LUNAWATH) (VIMAL LUNAWATH)

Managing Director Wholetime Director

Place : Chennai

Date: 29.11.2011

---

Sep 30, 2010

The Directors take pleasure in presenting the 18th Annual Report to the Shareholders together with the Audited Accounts for the year ended 30th September, 2010. FINANCIALS (Rs.in Lakhs)

PARTICULARS 2009-10 2008-09

Total Income 14505.01 16014.66

Total Expenditure 13223.78 14972.75

Profit before Interest

and Depreciation 1281.23 1041.91

Interest 908.89 647.42

Depreciation 56.72 58.85

Profit before Tax 315.62 335.64

Provision for tax 105.56 57.35

Profit afiter Tax 210.06 278.29

APPROPRIATIONS

Transfer to General reserve -- 27.83

Proposed Dividend 74.80 70.50

Balance profit carried forward 135.26 179.96

PERFORMANCE

The Companys total Income is Rs.145 crores during the fnancial year 2009-10 as against Rs.160 crores in the previous year 2008-09. The Profit afiter tax (PAT) for the fnancial year is Rs.2.10 crores compared to previous year profit of Rs.2.80 crores. On consolidated basis, the total income of your Company and its subsidiaries stands at Rs.145.59 crores and consolidated profit afiter tax (PAT) stood at Rs.2.11 crores. The earning per Share (EPS) stands at Rs.2.88 (Basic) and Rs.2.44 (diluted) considering the total equity capital of Rs.7.48 crores (74,80,000 equity shares of Rs.10/- each) as on 30th September, 2010.The prevoius years impact of recession had a considerable bearing on the Companys performance. With stringent market condition, competition and the strict funding from Banks and Financial Institutions, your Company has made a profit of Rs.2.10 crores during the fnancial year. However there are certain projects have been identifed by your Company which are residential developments, will earn substantial profits for the Company in the coming years.

A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

PROJECTS

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Companys Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

Project Details

ONGOING PROJECTS

Project name Location Area (Sqfit)

Villa Viviana

Township Project GST Road,

In association with Chennai 13,00,000

J P Morgan India

Property Fund

ARIHANT AMARA Poonamallee

Residential Complex High Road, 1,45,000

Chennai

NORTH TOWN ESTATES

Township Project Perambur,

In association with Chennai 21,26,880

PVP Ventures Ltd

and Unitech Ltd.

ARIHANT -

FRANGIPANI Pudupakkam,

Residential Complex Chennai 2,80,000

ARIHANT - Arumbakkam,

PANACHE Chennai 1,05,400

Residential Complex

NEW PROJECT INITIATIVES

ARIHANT - Egmore

Jashn (Mixed Chennai 36,831

development)

Green Wood Thazambur

Plotted development) Chennai 39.665

Partnership with Acres

Unitech Ltd.

DIVIDEND

Your directors pleased to recommend fnal dividend for the fnancial year ended 30th September 2010, @ 10% i.e. Rs.1.00 per equity share on paid up equity shares of Rs.10 each which if approved at the ensuing Annual General Meeting , will be paid to:

i) all those shareholders whose name appears in the Register of Members as on 24th March,2011 and;

ii) all those whose name appears on that date as benefcial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

DEPOSITS

The Company has outstanding fixed deposits of Rs.62,50,213 as on 30.09.2010, which is 0.42 % of aggregate of paid up capital and free reserves of the Company.

SUBSIDIARY COMPANIES AND ITS ACCOUNTS

There are four subsidiaries of your Company as on 30th September, 2010. The fnancial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report. As required under Section 212(1) of the Companies Act, 1956, a copy of the Balance Sheet, Profit and Loss account, Directors Report and Auditors Report of the Subsidiary Companies have been attached to the Annual Accounts of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated fnancial statements, auditors report on the consolidated fnancial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash flow statements are provided in the Annual Report.

CHANGES IN CAPITAL STRUCTURE

Issued and Paid up Share Capital:

On 16th March, 2010, your Company allotted 430000 equity shares of Rs.10/- each to "Persons forming part of Promoter Group."

upon conversion of 430000 convertible warrants (out of total 1550000 convertible warrants originally allotted on 05.08.2009 to persons forming part of Promoter Group and Body Corporate) on a preferential basis at a total exercise price of Rs.89/- (including premium of Rs.79/- ) in term of Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009. The issued and paid- up capital of the Company enhanced from Rs.70,50,000 equity shares of Rs.10/- each to 74,80,000 equity shares of Rs.10/- each.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the polices, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certifcate issued by M/s. B.P Jain & Co., Chartered Accountants confrming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

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

The necessary details are furnished in Notes to accounts, point no.9.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. A Damodaran, Mr. Harisharanlal Trivedi and Mr. Ravikant Choudhary, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confrm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of affairs of the company at the end of the fnancial year and of the profit or loss of the company for that period.

iii. Proper and suffcient care have been taken to maintain adequate accounting records in accordance with the pro- visions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s B.P Jain & Co., Chartered Accountants, Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders and Investors Grievance Committee of the Board met periodically and reviewed the status of redressed investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2010, 5628820 (Fifity Six Lakhs Twenty Eight Thousands Eight Hundred and Twenty only) shares have been dematerialised, representing 75.25% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2009-2010 to the Stock Exchanges where its securities are listed. During the year 430000 equity shares allotted upon conversion of 430000 convertible warrants. The in- principle approval for listing of these shares granted by BSE on 20.10.2010 and by NSE on 09.11.2010 respectively. The Company had made a request to Madras Stock Exchange Ltd for delisting its entire securities (70,00,000 equity shares of Rs.10/- each) voluntarily afiter obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. Delisting approval from MSE is awaited. The Company has also complied with the amendments in listing agreement from time to time.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVESTOR EDUCATION AND PROTECTION FUND)

Pursuant to the provision of Section 205A (5) of the Companies Act, 1956, the amount transferred to the unpaid dividend account which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred to the Investor Education Protection Fund- established under Sub- section (1) of Section 205C of the Companies Act, 1956.



Details of unclaimed Dividend:

Financial Date of Unpaid Due date for

Year Payment Dividend transfer to IEPF.

as on 30.09.10

amount.(Rs.)

2002-03 15-04-2004 60,760.00 14-05-2011

2004-05 13-04-2006 1,10,509.20 12-04-2013

2005-06 28-03-2007 91,512.00 27-04-2014 2006-07 25-04-2008 1,93,944.00 25-05-2015

2007-08 30-03-2009 65,257.00 30-04-2016

2008-09 05-04-2010 1,34,939.00 24-04-2017

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend transferred to IEPF, can not be claimed by the Shareholders.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and impressive contribution to the high level of performance and growth of the Company during the Year.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors Arihant Foundations & Housing Limited

Sd/

(KAMAL LUNAWATH) (VIMAL LUNAWATH) Managing Director Director

Place: Chennai

Date: 29.11.2010

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Sep 30, 2009

The Directors take pleasure inj presenting the 17th Annual Report to the Shareholders together with the Audited Accounts for the year ended 30th September 2009.

FINANCIALS

PARTICULARS 2008-09 2007-08 (Rs. in Lakhs) Total Income 16014.66 21977.75 Total Expenditure 14972.75 17836.63 Profit before Interest and Depreciation 1041.91 4141.12 Interest 647.42 697.07 Depreciation 58.85 55.96 Profit before Tax 335.64 3388.09 Provision for tax 57.35 461.59 Profit after Tax 278.29 2926.50

APPROPRIATIONS Transfer to General reserve 27.83 292.65 Proposed Dividend 70.50 70.50 Balance profit carried forward 179.96 2563.35

PERFORMANCE

The Companys Total Income is Rs. 160 crores during the financial year 2008-09 as agaipst Rs.220 crores in the previous year 2007-08. The Profit for the financial year is Rs. 2.8 crores compared to previous year profit of Rs.29 crores. Despite various difficulties, the Company was able to make a profit of Rs.2.8 crores. There are certain projects viz., residential apartments and Township in the pipeline, which will entail good profits forth^ Company in future years.

A more detailed discussion and analysis on the performance of the Company in retrospect a|s well as the outlook is detailed in the Management Discussion and Analysis Report.

DIVIDEND

Your directors are pleased to recommend dividend @ 10% i.e. Rs.1.00 per equity share on 7050000 equity shares of Rs.10 each for the financial year ended 30th September 2009, which if approved at the ensuing Annual General Meeting , will be paid to:

i) Ail those shareholders whose name appears in the Register of Members as on 18th March 2010 and;

ii) All those whose name appears on that date as beneficial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

DEPOSITS

The Company has outstanding fixed deposits of Rs.60,93,410 as on 30.09.2009, which is 0.42 % of aggregate of paid up capital and free reserves of the Company.

PROJECTS

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Companys Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

Project details:

ONGOING PROJECTS

Project name Location Area (Sqft) ARIHANT HEIRLOOM Residential Complex Thazambur, Chennai 3,58,000 Villa Viviana Township Project In association with J P Morgan GST Road, 13,00,000 India Property Fund Chennai ARIHANT AMARA Poonamallee 1,45,000 Residential Complex High Road, Chennai ARIHANT INSIGHT II VSI Estate IT Park Tharamani Chennai 1,20,000

NEW PROJECT INITIATIVES

Project name Location Area (Sqft) NORTH TOWN ESTATES Township Project In association with PVP Ventures Private Ltd and Perambur, Unitech Ltd. Chennai 21,26,880 ARIHANT- FRANGIPANI Residential Complex Pudupakkam, 1,80,297 Chennai ARIHANT-PANACHE Arumbakkam, Residential Complex Chennai 98,800

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

The provisions of Section 217 (1) (e) of the Companies Act, 1956 are not applicable to the Company. Conservation of Energy: Not applicable Technology Absorption: Not applicable. Foreign Exchange Earnings: Nil Outgo: Nil

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. Proper and sufficient care have been taken to maintain

adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. A Damodaran , Mr. Harisharanlal Trivedi and Mr. Dilip Surana, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

AUDITORS

M/s B.P Jain & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders and Investors Grievance Committee of the Board met periodically and reviewed the status of redressed investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2009, 5627623 (Fifty Six Lakhs Twenty Seven Thousands Six Hundred and Twenty Three only) shares have been dematerialised, representing 79.83% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2009-2010 to the Stock Exchanges where its securities are listed except

Madras Stock Exchange Limited, where the Company has made a request for voluntary delisting of its Securities (70,00,000 equity shares of Rs. 10/- each) after obtaining approval of the Shareholders at tie 15th Annual General Meeting held on 28.03.2008. The reason for delisting being, non trading in MSE from past 8 years. Since the Companys Securities are listed in NSE and BSE having Nation wide trading terminals and actively trading in these stock exchanges, the share holders will not get affected in trading the equity shares of the company clue to delisting from MSE. Hence the Board of Directors has recommended the delisting of the aforementioned securities voluntarily from MSE.

The Company has also complied with the amendments in listing agreement from time to time.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVESTOR EDUCATION AND PROTECTION FUND)

Pursuant to the provision of Section 205A(5) of the Companies Act, 1956, the amounl transferred to the unpaid dividend account which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred to the Investor Education Protection Fund established under Sub- section (I) of Section 205C of the Companies Act, 1956.

Details of unclaimed Dividend:

Financial Date of Unpaid Due date for Year Payment Dividend transfer to amount.(Rs.) IEPF. 2002-03 15-04-2004 60,760.00 14-05-2011 2004-05 13-04-2006 1,10,565.20 12-04-2013 2005-06 28-03-2007 91,668.00 27-04-2014 2006-07 25-04-2008 1,94,344.00 25-05-2015 2007-08 30-03-2009 66,042.00 30-04-2016

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend transferred to IEPF, can not be claimed by the Shareholders.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and impressive contribution to the high level of performance and growth of the Company during the Year.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors Arihant Foundations & Housing Limited Sd/ (KAMAL LUNAWATH) (VIMAL LUNAWATH) Managing Director Director

Place: Chennai Date: 28.12.2009