Arkade Developers Ltd Directors Report

Dear Shareholders,

Your Board of Directors have pleasure in presenting their 40th Annual Report and the Audited Accounts for the Financial Year ended March 31, 2026 of the Company on the business and operations, together with the Independent Auditors Report thereon.

1. Financial Results

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	2025-26	2024-2025	2025-26	2024-2025
Total Revenue	82,804.73	69,502.62	82,816.07	69,460.48
Less: Expenses	63,806.23	48,361.41	63,836.74	48,366.75
Profit / (Loss) Before Exceptional Item & Tax	18,998.50	21,141.22	18,979.33	21,093.72
Add: Share of Profit/ (loss) from associates	-	-	28.12	47.10
Less: Exceptional Item	18,217.09	-	18,217.09	-
Profit / (Loss) Before Tax	781.41	21,141.22	790.36	21,140.83
Less: Tax Expenses	247.45	5,447.98	260.99	5,447.98
Net Profit / (Loss) After Tax	533.96	15,693.24	529.37	15,692.84
Balance Brought Forward from Previous Year	32,813.12	17,119.88	32,813.12	17,119.88
Less: Dividend Paid	(361.44)	-	(361.44)	-
Balance in Statement of Profit & Loss at the end of the Year	32,985.64	32,813.12	32,989.60	32,813.13

2. Operations of the Company

On a Standalone basis, the Total Revenue for the Financial Year ended March 31, 2026 stood at Rs. 82,804.73 Lakhs as against Rs. 69,502.62 Lakhs for the corresponding Financial Year ended March 31, 2025. The Company earned a Profit before Exceptional item and tax of Rs. 18,998.50 Lakhs for the Financial Year ended March 31, 2026 as against Profit before tax of Rs. 21,141.22 Lakhs for the Financial Year ended March 31, 2025. The Profit after exceptional item & tax was Rs. 533.96 Lakhs for the Financial Year ended March 31, 2026 as against Profit after tax of Rs. 15,693.24 Lakhs for the Financial Year ended March 31, 2025.

On a Consolidated basis, the Total Revenue for the Financial Year ended March 31, 2026 was Rs. 82,816.07 Lakhs as against Rs. 69,460.48 Lakhs for the corresponding Financial Year ended March 31, 2025. The Company earned Profit before Exceptional item and tax of Rs. 18,979.33 Lakhs for the Financial Year ended March 31, 2026 as against a Profit of Rs. 21,093.72 Lakhs for the Financial Year ended March 31, 2025. The Profit after Exceptional item and tax was Rs. 529.37 Lakhs for the Financial Year ended March 31, 2026 as against Profit after tax of Rs. 15,692.84 Lakhs for the Financial Year ended March 31, 2025.

Exceptional Item

The Company owns a property in Goregaon, of which the tenancy rights were held by Filmistan Private Limited. During the year under review, the Company acquired the 100% shares of Filmistan Private Limited.

Subsequent to the acquisition, to simplify the holding structure and consolidate complete ownership rights directly under the Company, the tenancy rights were demerged from Filmistan Private Limited and transferred directly to Arkade Developers.

As a result of this restructuring exercise, the tenancy rights recorded in Filmistan Private Limited were written off/adjusted, resulting in a one-time exceptional accounting impact of Rs. 18,217.09 Lakhs in the financial statements for the period.

3. State of Companys Affairs and Business Review

The Companys projects focus on residential or commercial property that carries a commitment to the highest standards, consistently surpassing customer expectations. The details of the Companys affairs including its operations and projects are detailed in the Management Discussion & Analysis Report, which forms part of the Boards Report.

I. Acquisition of Filmistan Private Limited

During the year under review, the Company has acquired the 100% shares of Filmistan Private Limited (FPL) by way of a Share Purchase Agreement (SPA) on July 03, 2025, making it the Wholly Owned Subsidiary of the Company, for an amount of Rs. 170 Crores. Pursuant to the said SPA, Shareholders of FPL have agreed to sell and transfer to the Company, 1,00,000 equity shares having face value of Re. 1/- (Rupee One

Only) each, aggregating to 100% of share capital of the Company.

II. Scheme of Arrangement

During the year under review, the Company has entered into a Scheme of Arrangement to demerge the rental business from Filmistan Private Limited, the Wholly Owned Subsidiary of the Company, to the Company. It was considered desirable, as a part of an overall strategy for the optimum running, growth and development of the Company in the real estate sector.

i. Benefits of the Scheme

The Scheme, inter alia, resulted in the following benefits:

- The Scheme streamlined the management and control in relation to the leasehold rights of the property, which now vests in the Company, which already owns the underlying land, resulted in a single ownership framework by integrating it within the Company, thereby achieving administrative efficiencies and rationalizing operations;

- Future Opportunities: With unified ownership, the Company is better positioned to explore the remaining business; and

- The demerger was in the best interest of the shareholders, creditors and other stakeholders of both Filmistan Private Limited and the Company, and is not prejudicial or detrimental to their interests in any manner.

ii. NCLT Approval

The Honble NCLT, Mumbai Bench, vide its order dated November 27, 2025, inter alia dispensed with the meeting of Equity Shareholders and Creditors of Filmistan Private Limited and the Company as the interest of the shareholders and creditors were not affected by the scheme.

Further, the Honble NCLT, vide its order dated March 16, 2026 has approved the scheme. The Scheme became effective on March 25, 2026 after filing of Form INC-28 with the Registrar of Companies (ROC). The order was further submitted to the Additional Controller of Stamps, Mumbai, for adjudication of Stamp Duty.

III. Incorporation of Wholly Owned Subsidiary

The Company has incorporated a Wholly Owned Subsidiary on December 03, 2025, in the name of Arkade 360 Facility Management Private Limited, the name of which was subsequently changed to Assist 360 Facility Management Private Limited, effective from March 03, 2026. It was incorporated with the object of providing integrated facility management services. The Company has invested Rs. 1 Lakh divided into 10,000 equity shares of Rs. 10 each in Assist 360 Facility Management Private Limited.

IV. Land Acquisition at Thane

The Company, during the year, made a landmark acquisition of a 6.28 acres freehold land parcel at Thane, announcing its foray into the Thane real estate market. The transaction was for an amount of Rs. 172.48 Crores including Stamp Duty. The projected Gross Development Value (GDV) is of Rs. 2000 Crore having a RERA saleable area of 9.26 lakh sq. ft.

V. MOU with Woollen and Textile Industries Ltd

The Company, during the year under review, has entered into an MoU to acquire 100% shareholding in Woollen and Textile Industries Ltd, thereby marking its second acquisition in Bhandup West. The proposed acquisition includes a land parcel admeasuring 3.55 acres. located in Bhandup West. The total consideration for the deal is Rs. 148 Crore.

VI. Developmental Agreement for Jal Ratna Deep CHSL

The Company during the year, obtained the redevelopment rights and entered into a Development Agreement with Jal Ratna Deep CHSL, at Bangur Nagar, Goregaon West. The development will be undertaken on a plot admeasuring approximately 1.15 acres. with an estimated Gross Development Value of Rs. 350 Crore.

VII. Occupancy Certificate received for Arkade Eden

The Company, during the year, has received occupancy certificate (OC) for its project Arkade Eden, situated at Malad West. The Company received the OC within 27 months from the receipt of the Commencement Certificate.

VIII. ISO Certification

During the year under review, the Company successfully obtained ISO 9001:2015 certification for its Quality Management System and ISO 45001:2018 certification for its Occupational Health and Safety Management System.

These certifications reflect the Companys commitment to maintaining high standards of quality, operational excellence, and occupational health and safety. They demonstrate the Companys focus on continual improvement, customer satisfaction, regulatory compliance, and providing a safe and healthy workplace for its employees and other stakeholders.

4. Utilization of IPO Proceeds

The Company has raised funds through an Initial Public Offer (IPO) and listed its shares on the Stock Exchanges viz., BSE Limited and National Stock Exchange of India Limited on September 24, 2024.

The details of proceeds raised through the issue of fresh equity shares, as per the prospectus, are set forth below:

(Rs. in Lakhs)

Particulars	Amount
Gross Proceeds of the Fresh Issue	41,000.00
(Less) Net of Provisional IPO Expenses	2,893.50
Net proceeds	3,8106.50

Monitoring agency

As IPO of the Company includes fresh issue of equity shares, the Company appointed CRISIL Ratings Limited as Monitoring Agency of the Company which provides reports on quarterly basis regarding utilization of IPO proceeds and the same is filed on the Stock Exchanges in a timely manner pursuant to the requirements of Regulation 32(6) of thr Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (hereinafter referred to as the Listing Regulations)

The utilization of funds raised through IPO as on March 31, 2026 has been mentioned here:

(Rs. in Lakhs)

Item Head	Amount Allocated	Modified Allocation	Amount Utilized
Funding Development Expenses	25,000.00	-	25,000.00
Funding acquisition of yet-to-be identified land for real estate projects and general corporate purposes	13,106.50	13,007.50	13,007.50
Issue Expenses	2,893.50	2,992.50	2,992.50
Total	41,000.00	-	41,000.00

During the year ended March 31, 2026, net proceeds have been revised from Rs. 3,8106.50 Lakhs to Rs. 3,8007.50 Lakhs, on account of actual issue expenses being higher than estimated as disclosed in the Prospectus, by Rs. 99.00 Lakhs and the same has been adjusted with General corporate purposes cost.

As on March 31, 2026, the Company has fully utilized the funds raised through IPO.

Statement of deviation or variation

As on March 31, 2026, there has been no deviation or variation in:

the objects or purposes for which the funds have been raised; or

the amount of funds actually utilized as against what was originally disclosed; or change in terms of a contract referred to in the fund-raising document i.e. prospectus, letter of offer, etc.

5. Change in the Nature of Business

There is no material change in the type of business the Company is carrying.

6. Material changes and commitments occurred between the end of the Financial Year and the date of the report

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.

7. Share Capital

During the year under review, the Company has not issued any shares. The Authorized Share Capital of the Company as on March 31, 2026 is Rs. 18,750 Lakhs.

The Paid-up Equity Share Capital as on March 31, 2026 was Rs. 18,566.36 Lakhs.

8. Debentures, Bonds or any Non-convertible Securities or Warrants

During the Financial Year 2025-26, the Company did not issue or allot any Debentures, Bonds, Non-convertible Securities or Warrants.

9. Dividend

During the year under review, the Board has declared the 1st interim dividend of Re. 1 per equity share (10%) on 18,56,63,617 fully paid Equity Shares of the Company, at the Board Meeting held on July 25, 2025.

In a view that, reinvesting the capital in business development opportunities would create more wealth and value for the shareholders in the long term, the following individuals have waived their Dividend:

1. Mr. Amit Mangilal Jain	Promoter and Chairman & Managing Director
2. Mr. Sandeep Ummedmal Jain	Whole-time Director
3. Mr. Arpit Vikram Jain	Whole-time Director
4. Mrs. Ketu Amit Jain	Member of Promoter Group
5. Mr. Aarin Amit Ambavat	Member of Promoter Group

Accordingly, a total amount of Rs. 1495.19 Lakhs dividend were waived and was reinvested in the business.

Considering the prevailing market conditions, economic uncertainties, and the need to conserve resources to support the Companys future growth plans and strengthen its financial position, the Board of Directors have decided not to recommend any final dividend for the financial year under review.

10. Dividend Distribution Policy:

In terms of Regulation 43A of the Listing Regulations the Board of Directors of the Company (the Board) has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company.

The policy is available on the Companys website https://arkade.in/policies-and-code-of-conduct/.

11. Transfer to Reserves

The Company has transferred Rs. 533.96 Lakhs to the General Reserves during the financial year under review.

12. Particulars of Loans, Guarantees or Investments

During the year under review, the Company, with the approval of the Board, has given unsecured loan to Filmistan Private Limited (FPL) to the tune of Rs. 1,260.68 Lakhs at an interest of 12% per annum, repayable on demand. FPL proposed to convert this loan into equity shares, which was approved by the Board. Hence, FPL issued 7415 equity shares of Re. 1 each at a premium of Rs. 16,999/- aggregating to Rs. 1,260.55 Lakhs, by way of Rights issue. The remaining amount including the interest was repaid by FPL to the Company.

Further, the Board of Directors approved to provide loan of Rs. 500 Lakhs, in one or more tranches, to Assist 360 Facility Management Private Limited (Formerly known as Arkade 360 Facility Management Private Limited), the Wholly Owned Subsidiary of the Company.

Further, the Company has made capital infusion in the Subsidiary and Associate Firms as per their requirement.

Details of these Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (hereinafter referred to as the Act) are given in the Note No. 7 and 8 to the Standalone Financial Statements, forming part of this Annual Report.

13. Credit Ratings

During the year under review the Company has obtained Credit Rating from India Ratings and Research Private Limited:

Sr. No. Rating Agency	Instrument	Rating Type	Rating Assigned/Outlook	Rating Action
1 India Ratings and Research Private Limited	Issuer Rating	Long Term Rating	IND BBB+ / Stable	Assigned

14. Business Risk Management

The Company operates in a dynamic and evolving sector and is inherently exposed to various uncertainties. Its ability to create sustainable value is closely linked to effectively identifying, assessing, and managing risks. These risks arise from multiple factors, including changes in the regulatory environment, economic conditions, and market dynamics. To address these challenges, the Company has established a robust Risk Management Framework designed to promote transparency, enable informed decision-making, and ensure timely mitigation of risks. The framework aims to minimize potential adverse impacts on business objectives while strengthening the Companys resilience and competitive position.

Key business risks are periodically identified and reviewed, and appropriate mitigation strategies and action plans are developed. The implementation of these plans is closely monitored to ensure effectiveness and continuous improvement in the Companys risk management practices.

The Company has constituted a Risk Management Committee consisting of members of the Board of the Company to identify and assess business risks and opportunities, which is detailed in the Corporate Governance Report, which is part of this Boards Report.

Risk Management Policy

The Company has established a comprehensive Risk Management Policy, duly approved by the Board of Directors, to identify, assess, and mitigate risks that may impact the achievement of its key business objectives. The Policy provides a structured framework to recognize risks inherent in the Companys operations and outlines appropriate mitigation strategies. These risks and corresponding mitigation measures are periodically reviewed and updated to ensure their continued relevance and effectiveness, in line with the evolving business environment and the size and complexity of the Companys operations. The Risk Management Policy of the Company is available on the website of the Company at https://arkade.in/policies-and-code-of-conduct/.

15. Internal Financial Control

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations.

The Internal Auditor has been appointed by the Board in its Meeting held on May 13, 2025 for the Financial Year 2025-26. The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the suggestions of Internal Auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls.

16. Vigil Mechanism / Whistle Blower Policy

In compliance with the requirements of the Listing Regulations and the Act, the Company has established the necessary vigil mechanism for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.

Accordingly, the Company has adopted a Whistle Blower Policy, which is available on the website of the company and same can be accessed at https://arkade. in/policies-and-code-of-conduct/

17. Subsidiary, Joint Venture and Associates

During the year under review, the Company has acquired the 100% shares of Filmistan Private Limited by way of a Share Purchase Agreement, making it the Wholly Owned Subsidiary of the Company. The Company also incorporated a Wholly Owned Subsidiary Company, Assist 360 Facility Management Private Limited (formerly known as Arkade 360 Facility Management Private Limited).

Further, the Company has 2 (Two) Subsidiaries (Partnership firms) namely Arkade Paradigm and Arkade Realty and has 2 (Two) Associates (Partnership Firms) namely Atul & Arkade Realty and Bhoomi & Arkade Associates as on March 31, 2026.

A statement containing the salient features of the Financial Statements of the Companys aforesaid Subsidiaries and Associates is annexed in the prescribed Form AOC-1 to this Report as Annexure I .

The financial statements of the Subsidiaries are available on the website of the Company at https://arkade.in/ disclosure-under-reg-46-of-sebi-lodr-regulations/

18. Directors/ Key Managerial Personnel

During the Financial Year 2025-26 there are there were no changes in the Directors of the Company.

Mr. Arpit Vikram Jain (DIN: 06899631) is retiring by rotation at the 40th Annual General Meeting of the Company and being eligible has offered himself for re-appointment.

The Company is in Compliance with the Composition of the Board.

Independent Directors

Independent Directors of the Company are appointed based on the terms and conditions of appointment of Independent Directors, which can be accessed from the website of the Company at https://arkade.in/ policies-and-code-of-conduct/.

Declaration by Independent Directors & Registration in Independent Directors Databank

All the Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not debarred from holding the office of director by virtue of any SEBI Order or any other such authority. All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. All the Independent Directors are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Further, the Board of Directors of the Company is of the opinion that the Independent Directors appointed during the year are persons of integrity, expertise and adequate experience.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity required to discharge their duties with an objective independent judgment and without any external influence and fulfils all the conditions specified in the Act and the Listing Regulations and are independent to the management of the Company.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of the Company as specified under Section 164(1), 164(2) and 167 of the Act read with Rule 14(1) of The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force).

Online Proficiency Self-Assessment Test

Mrs. Neha Sunil Huddar and Mr. Abhishek Shailendra Dev, Independent Directors of the Company have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA). Mr. Sumesh Ashok Mishra will appear for Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA).

19. Particulars of Remuneration of Directors and Employees

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure II .

Further, the Managing Director or Whole-time Directors of the company are not in receipt of any commission from the company, and also does not receives any remuneration or commission from its subsidiaries. The Managing Director was paid an Annual Performance Bonus of Rs. 200 Lakhs, during the year.

20. Meetings of the Board of Directors

During the Financial Year under review, the Board of Directors of the Company met 7 times. The gap between two consecutive Board Meetings was within the limits prescribed under the Act.

For details of composition of Board, meetings, attendance etc. refer Corporate Governance Report which is a part of the Boards Report.

During the year under review, no Circular Resolution was passed by the Board of Directors. However, one circular resolution was passed by the Nomination and Remuneration Committee on May 08, 2025 for recommendation of Director for retirement by rotation and recommendation of amendment of ESOP Scheme. Also, one Circular Resolution was passed by the CSR Committee for approval of the Annual Action Plan for FY 2026-27 and approval of CSR expenditure till the Board approves the audited results and expenditure for FY 2026-27 is approved.

21. Committees of the Board

Board of Directors of the Company has formed committees in terms of requirements of the Act and the Listing Regulations. The statutorily mandated committees constituted are Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and Environment Social and Governance (ESG) Committee. The Committees have been mandated to operate within their terms of reference, approved by the Board to focus on the specific issues and ensure expedient resolution on diverse matters.

For details of the composition of Committees, meetings held, terms of reference and other details refer Corporate Governance Report, which is a part of this Boards Report.

Detailed agenda for all meetings along with explanatory notes and annexures as applicable are sent to the Board and Committee members, at least a week before the meetings except for the meetings called at a shorter notice. In special and exceptional circumstances, additional or supplementary items are permitted to be taken up as any other item.

22. Audit Committee

The Company has constituted an Audit Committee which performs the roles and functions as mandated under the Act, the Listing Regulations and such

Sr. No Board Meeting	Total Number of directors as on the date of meeting
1 13/05/2025	6
2 03/07/2025	6
3 25/07/2025	6
4 25/09/2025	6
5 29/09/2025	6
6 16/10/2025	6
7 29/01/2026	6

other matters as prescribed by the Board from time to time. The detailed terms of reference of the Audit Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. As on the date of this Report, the Audit Committee of the Company consists of three directors including 2 Independent Directors and 1 Executive Director, namely Mrs. Neha Sunil Huddar as the Chairperson, Mr. Abhishek Shailendra Dev and Mr. Arpit Vikram Jain as members.

During the year under review, there was no instance where the Board did not accept the recommendation of the Audit Committee.

23. Nomination and Remuneration Committee & Remuneration Policy

The Company has in place a Nomination and Remuneration Committee (NRC) which performs the functions as mandated under the Act, the Listing Regulations and such other functions as prescribed by the Board from time to time. The composition of NRC, attendance at its meetings and other details have been provided as part of the Corporate Governance Report. During the year under review, there was no instance where the Board did not accept the recommendation of the NRC.

The Board has formulated a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The policy is available on the website of the Company at https://arkade.in/policies-and-code-of-conduct/.

24. Annual Board Evaluation and Independent Director Meeting

A formal annual evaluation of the Board of the Company was carried out by the entire Board as required under the Act and the Listing Regulations. The evaluation was broadly carried out around effectiveness of Board and functioning, meeting and procedures, business strategy and risk management, Board communication and committees. The annual evaluation of the Board was found to be satisfactory by the Independent Directors. Further details on the evaluation framework, criteria, process and outcome are provided in the Corporate Governance Report which forms part of this Boards Report.

As stipulated under the Code of Independent Directors under the Act and Rules made thereunder and the Listing Regulations, as amended from time to time, one meeting of the Independent Directors was held during the year on January 29, 2026 and the requisite quorum was present for the meeting.

The Board has identified the following skills/ expertise/ competencies fundamental for the effective functioning of the Company which are currently available with the Board: Understanding of the companys business policies, values, vision, goals, strategic plan, corporate governance and knowledge about the securities markets.

Accounting and Financial skills

Risk Management

Strategic Thinking and Decision Making

25. Loan from Directors

During the Financial Year 2025-26, the Company has accepted loans from Mr. Amit Mangilal Jain who is the Chairman & Managing Director of the Company. The Loan taken was fully repaid by the Company to the Director.

The Company has obtained a declaration from the Director to the effect that the amount is not being given out of funds acquired by them by_borrowing or accepting loans or deposits from others.

The details of the loans taken and the repayment thereof, during the Financial Year 2025-26 are given in Note 38 to the Standalone Financial Statement of the Company.

26. Employee Stock Option Scheme

The Company recognises that stock options are an effective tool to align employee interests with those of the Company and to attract, retain, motivate and reward employees who contribute to the growth and profitability of the organisation.

The Company had introduced Arkade Developers Employee Stock Option Scheme 2023 earlier. Pursuant to the Initial Public Offer (IPO) and subsequent listing of the Company, the Company has changed the name of the scheme to Arkade Developers Employees Stock Option Plan (ESOP) 2025 .

The Board of Directors of the Company, at its meeting held on January 24, 2025 approved the scheme, which was subsequently approved by the shareholders via Postal Ballot on April 19, 2025, in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). It proposed a total number of options not exceeding 40,000 share of the Company.

Subsequently, the Board at its meeting held on May 13, 2025, has revised the Scheme by increasing the number of shares from 40,000 to 2,40,000, which was approved by the shareholders in the 39th Annual General Meeting held on September 24, 2025.

The Company has granted the 2,40,000 options to its eligible employees on January 29, 2026.

Further, the Board of Directors has approved the implementation of Arkade ESOP 2026 (Scheme) at its meeting held on May 27, 2026, with an option pool of 2,00,000 options. The scheme is proposed for the approval of the shareholders in the ensuing Annual General Meeting.

The disclosures pursuant to the SBEB Regulations is made available on the Companys website at https:// arkade.in/esop/.

27. Directors Responsibility Statement

Pursuant to Section 134 (5) of the Act, we hereby state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and its profit for the year ended on that date;

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

iv) Your Directors have prepared the Annual Accounts for the financial year ended March 31, 2026 on a going concern basis;

v) Your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. Related Party Transactions

The Related Party Transactions that were entered into during the Financial Year 2025-26 were on an arms length basis and in the ordinary course of business.

As per AOC - 2 which is part of the Boards report, there were no materially significant Related Party Transactions that could potentially conflict with the interests of the Company at large, including those entered into by the Company with Promoters, Directors or Key Managerial Personnel. None of the transactions with any of the related parties were in conflict with the interest of the Company.

The details of related party transactions are disclosed in the notes to the Standalone Financial Statement.

The Board of Directors has also formulated a Policy on dealing with Related Party Transactions pursuant to the provisions of the Act and the Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. The Related Party Transactions policy is available on the Companys website at https://arkade.in/policies-and-code-of-conduct/

Details of the Related Party Transactions are given in Form AOC-2 which is enclosed as Annexure III .

29. Deposits

The Company has not accepted or renewed any deposits under Chapter V of the Act, during the Financial Year 2025-26.

30. Auditors and Auditors Report

a) Statutory Auditors

The Company, on the recommendation of the Board of Directors of the Company has appointed M/s. Mittal & Associates, Chartered accountants, Mumbai (FRN:- 106456W) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from conclusion of 37th Annual General Meeting upto the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2026-2027. On their appointment, the Company has received a confirmation letter from M/s. Mittal & Associates to the effect that their appointment, if made, will be within the limits prescribed under the Act. Further, they confirmed that they were not disqualified for appointment as per the provisions of the Act and they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Statutory Auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Details in Respect of Frauds Reported by Auditors Under Sub-Section (12) of Section 143 other than those which are Reportable to the Central Government

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company has appointed M/s AVS & Associates firm of Practicing Company Secretaries to conduct Secretarial Audit for period of 5 consecutive years from 2025-26 to 2029-30, in the Board meeting held on May 13, 2025 which was approved by the shareholders in AGM held on September 24, 2025 and their report is placed at Annexure IV as part of this Report.

The Secretarial Auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

c) Cost Auditor

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company with reference to its Construction Industry is required to maintain the cost records as specified under Section 148 of the Act and the said cost records are also required to be audited by Practicing Cost Accountants. The Company is maintaining all the cost records referred above. The Company had appointed M/s Joshi Apte and Associates, Practicing Cost Accountants, as the Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2025-26. The remuneration of Cost Auditor for the Financial Year 2025-26 was ratified by the shareholders at the 39th AGM held on September 24, 2025.

For the Financial Year 2026-27, the Board of Directors, on the recommendation of Audit Committee, has reappointed M/s Joshi Apte and Associates, as the Cost Auditors for the audit of the cost records of the Company. The resolution for ratification of the Cost Auditors remuneration to be paid for FY 2026-27 is included in the notice of the ensuing Annual General Meeting.

d) Internal Auditor

The Company has appointed M/s Amit T. Jain & Co., Chartered Accountants, as the Internal Auditors to conduct the Internal Audit of the Company for FY 2025-26. Further, the Board of Directors, on the recommendation of Audit Committee, has reappointed them as the Internal Auditor for FY 2026-27.

31. Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on March 31, 2026, is placed on the website of the Company at https://arkade.in/ annual-returns/.

32. Conservation of Energy and Technology Absorption

Details of energy conservation and technology absorption as per Section 134 (3) (m) of the Act and Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Conservation of Energy

The Company has Integrated Energy-Efficient Systems and Technologies like use of rainwater harvesting systems to reduce ground water usage and energy consumption associated with water treatment and distributions. The Company uses Solar Panels for common area power and Energy-efficient lighting in common space, thus reducing the burden on energy usage. The usage of Water saving fixtures and dual plumbing systems has reduced the water consumption and helped manage water resources effectively and regularly inspect and repair any leaks in the sites water supply system. The Company has a practice of usage of non-toxic materials and eco-friendly paints, hence reducing the air emissions.

Technology Absorption

The Company uses MIVAN and precast construction technologies for durability and waste minimization. Home automation options and IoT integrations are some of the technologies used by the Company towards energy optimization. The usage of Heat-reflective tiles and high performance windows has helped towards climate control.

33. Foreign Exchange earnings and outgo

During the Financial Year 2025-26, there were no foreign exchange earnings. The foreign exchange outgo is Rs. 640.37 Lakhs.

34. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year 2025-26 impacting the going concern status and Companys operations in future.

However, in April 30, 2026, the Company received an order for appeal filed by the Company, from Assistant Commissioner (Appeals Thane), Central Goods and Services Tax and Central Excise Thane Commissionerate, towards imposition of tax Demand of Rs 1,14,62,603/- and penalty of Rs. 11,46,260/- under applicable provisions of the CGST Act, 2017.

35. Prevention of Sexual Harassment of Women at Workplace

In line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Prevention of Sexual Harassment Policy and has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment.

During the Financial Year 2025-26 no instances were reported and no complaints were pending as on the end of the Financial Year.

Number of complaints of sexual : harassment received in the year	0
Number of complaints disposed off : during the year	0
Number of cases pending for more than : ninety days	0

36. Compliance with the Provisions of Maternity Benefits Act, 1961

The Company is committed to the welfare of its employees and has complied with all applicable provisions of the Maternity Benefit Act, 1961, including amendments thereof. The Company provides maternity leave and other benefits as prescribed under the Act.

37. Reconciliation of Share Capital Audit

Pursuant to SEBI (Depositories and Participants) Regulations, 2018, the Company is filing a quarterly Reconciliation of Share Capital Audit Report, duly certified by a practicing Company Secretary, with the Stock Exchanges.

38. Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the Financial Year 2025-26.

39. Details of Fraud

There were no frauds which are reported to have been committed by Employees or Officers of the Company.

40. Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

41. Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis for the year under review, is presented in a separate section forming part of this Boards Report.

42. Corporate Social Responsibility

The Company has constituted a Committee to deal with the matters relating to Corporate Social Responsibility in accordance with the Section 135 of the Act, called the Corporate Social Responsibility Committee (CSR Committee). The details of the composition, attendance and terms of reference of the Committee forms part of the Corporate Governance Report.

The Board has adopted a Corporate Social Responsibility Policy (CSR Policy), formulated and recommended by the CSR Committee. The same is placed at the website of the Company at https:// arkade.in/csr-disclosures/.

The Annual Report on CSR activities is placed at Annexure V .

43. Corporate Governance Report

The Company complies with the applicable regulations of the Listing Regulations. The Corporate Governance Report pursuant to Regulation 34 of the Listing Regulations for the year under review forms part of this Boards Report. Also, the Company has obtained a certificate from M/s AVS & Associates, Practicing Company Secretaries, the Secretarial Auditors of the Company, which forms part of the Corporate Governance Report.

44. Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility & Sustainability Report (BRSR) for the financial year ended March 31, 2026 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as a separate section of the Annual Report.

45. General Disclosure

1. During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any scheme, however, the Company has granted options to its eligible employees as per the ESOP Scheme;

c) raising of funds through preferential allotment or qualified institutional placement; d) instance of one-time settlement with any bank or financial institution.

2. The Company has not revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

3. No shares are held in trust for the benefit of employees where the voting rights are not exercised directly by the employees.

4. No unpaid dividend or shares were required to be transferred to the Investor Education and Protection Fund.

5. There are no instances where the Company failed to complete any Corporate Action, including any buy back of securities, payment of dividend declared, mergers and de-mergers, delisting, split and issue of any securities.

46. Acknowledgement

The board of directors expresses its heartfelt thanks and appreciation to employees at all levels for their hard work, solidarity, cooperation and dedication over the past year. The Board expresses its gratitude to customers, shareholders, suppliers, bankers, business partners, regulators and government agencies for their continued support.

For ARKADE DEVELOPERS LTD

ARPIT VIKRAM JAIN	AMIT MANGILAL JAIN
WHOLE-TIME DIRECTOR	CHAIRMAN & MANAGING
DIN: 06899631	DIRECTOR

Place: Mumbai
Date: May 27, 2026