Arshiya Ltd

Dear Members,

Your directors have pleasure in presenting Forty First (41) Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2022.

1. FINANCIAL HIGHLIGHTS:

The Company's performance for the financial year ended 31^st March 2022 as compared to the previous financial year, is summarized below:

(Amount in Rs Lakhs)

STANDALONE PERFORMANCE:

During the Financial year under review, your Company has reported a standalone total income of Rs 6,193.34 Lakhs as compared to Rs 6,632.39 Lakhs for the previous year. Further, your Company has reported profit after tax of Rs 40,157.04 Lakhs as compared to the loss of (Rs 10,856.11 Lakhs) in previous year.

CONSOLIDATED PERFORMANCE:

During the Financial year under review, your Company has reported a consolidated total income of Rs 15,014.12 Lakhs as compared to Rs 14,278.42 Lakhs for the previous year. Further, your Company has reported profit after tax of Rs 42,390.77 Lakhs as compared to the loss of (Rs 20,545.70 Lakhs) in previous year.

3. IMPACT OF COVID-19:

The Mobility sector continues to be under recovery from the impact of COVID-19. Wave 2 and wave 3 stalled the pace of recovery, but we have continued to expand our client base for enterprise mobility.

The COVID-19 pandemic continued to be a global challenge creating disruption across the world. While the global economy showed early signs of recovery in the beginning of 2021, the repeated waves of COVID infection overwhelmed the Country's health infrastructure. The partial lockdown situation in the Country during most part of the financial year under review led to rise in inflation impacting recovery especially across emerging economies and dented the pace of economic activity.

The pandemic impacted the logistics sector in both positive and negative ways. On one hand, it has increased financial pressure on a lot of companies in the industry, especially transporters. On the other hand, it has accelerated some key transformations within the logistics sector viz. changing channel landscape, increasing adoption of multi-modal logistics, integrated service offerings, technology integration to drive efficiencies etc. Digital solutions and usage of technology has become essential for making supply chains more robust, driving end-to-end visibility, ensuring data security and real-time product traceability, and improving government industry collaboration as we are preparing for the future.

Despite these challenges, we also saw many tailwinds in our business. Opening of the economy spurred growth in all our end markets. Leveraging on the trends emerging from the external environment, we continue to enhance our focus on delivering value through customized integrated solutions, new customer acqusitions and operational excellence and drive technology investments to maintain profitable growth and improve scalability of our businesses in the prevalent economic scenario.

a. FREE TRADE WAREHOUSING ZONE (FTWZ):

Your Company is a pioneer in introducing and ahead of time with the concept of Free Trade Warehousing Zone (FTWZs) in India offering huge fiscal and other benefits to its customers.

Arshiya is the only free trade warehousing zone developer in India with the unique advantage of having operating in FTWZs.

Arshiya currently operates two FTWZs — Panvel near Mumbai spread over 165-acre, catering to western India; and Khurja near Delhi spread over 135 acre, catering to north India.

Free trade warehousing zones are a category of special economic zones set up to improve logistics infrastructure and facilitate and promote cross-border and international trade. Arshiya's FTWZs serve as mega trading hubs with integrated logistics infrastructure such as special storage areas, world-class material handling equipment, container yards, inland container depot, customs office and commercial complex.

FTWZ facility at Panvel near Mumbai, with its world class warehousing infrastructure facility meeting the global standards is near to country's busiest container port, JNPT and being well connected to the National and State Highways, and the proposed International Airport in Navi Mumbai. This facility also offers a wide range of 3 PL services besides various value optimization services to its customers. The second FTWZ facility in NCR at Khurja, in the state of Uttar Pradesh.

Khurja FTWZ (near Delhi) which is strategically located about 80 km from India's capital, Khurja FTWZ is strategically located close to the eastern and western dedicated freight corridor (DFC). The free trade warehousing zone of the 113- acre, the increasing acceptance of the FTWZ with various benefits it offers is increasing and your company is witnessing increasing enquiries for bigger space. With various Government reforms and increasing economic activities in the country, the warehousing sector is witnessing increasing participation from institutional investors.

b. 3 PL SERVICES:

With as aggressive objective to be serving and proving class of services to its customers your company is in the business of providing 3PL and other value optimization services such as handling and transportation, packaging, consolidation, palletization, labelling, kitting, bagging, bottling, cutting-slitting, survey, quality assurance, refurbishment, repairs and maintenance, washing, etc., to its various clientele through its subsidiaries which is going to be a key player in business dynamics.

5. DIVIDEND:

Your director's have not recommended any dividend for the financial year ended 31^st March 2022.

6. TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

7. CHANGE IN THE NATURE OF THE BUSINESS AND CAPITAL STRUCTURE OF THE COMPANY:

i. Change in nature of the business

During the financial year under review, there has been no changes in the nature of the business and operations of the Company, except as mentioned above.

ii. Change in capital structure of the Company:

During the financial year under review, there is no change in the Capital structure of the Company.

iii. Change in registered office of the company

During the financial year under review the Company vide circular resolution passed by the Board of Directors on 30^th September 2021, the Registered office of the Company is shifted within the local limits from 302 Ceejay House Level 3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400 018 to 205 and 206 (part), 2^nd Floor, Ceejay House Level 3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400 018.

i. Approval of the Scheme of the Demerger

During the year under review, the Hon'ble the National Company Law Tribunal (NCLT), Mumbai Bench passed the order of demerger on 21^st January 2022 on the Scheme of Arrangement between Arshiya Limited ("Demerged Company") and Arshiya Rail Infrastructure Limited ("Resulting Company or ARIL"). The scheme of arrangement was made effective by filing the certified copy of order with Registrar of Companies, Mumbai on 02^nd February 2022, further, Arshiya Rail Infrastructure Limited (ARIL) is ceased to be subsidiary company of Arshiya Limited and AMD Business Support Services Private Limited (Direct Subsidiary of ARIL) is ceased to be step down subsidiary company of Arshiya Limited.

Impact on Standalone financial statements of the company

During the year ended 31^st March, 2022, the Company has received Settlement of Debt letter (settlement) dated 4^th March, 2022 from Edelweiss Assets Reconstruction Company Limited (EARC) with Cut-off date as on 30^th September 2021. EARC has settled its existing dues at Rs 38,510.00 Lakh as the Settlement Amount. The Company has partially complied with conditions precedent of the settlement. The Company is in discussion with EARC for pending compliances of the conditions precedent, further, there is no communication about revocation of settlement from EARC.

In view of the above, accounting treatment of the settlement has been given in the books during the year ended 31^st March, 2022. The Company has recorded the gain on settlement as an exceptional item of Rs 46,698.57 Lakh (comprising of principal of Rs 21,567.05 Lakh and interest of Rs 25,131.52 Lakh). Further interest expenses accounted in the books for the nine months ended 31^st December 2021 has been reversed during the year ended 31^st March 2022. Accordingly, interest expenses of current year ended 31^st March 2022 has been recorded after giving impact of settlement, hence interest expenses during the year ended 31^st March 2022 is post net off reversal.

During the year ended 31^st March 2022, the Parent Company and a subsidiary have received Settlement of Debt letter (settlement) dated 4^th March 2022 from Edelweiss Assets Reconstruction Company Limited (EARC) with Cut-off date as on 30^th September 2021. EARC has settled its existing dues at Rs 53,510.00 Lakh as the Settlement Amount. The Group has partially complied with conditions precedent of settlement. The Group is in discussion with EARC for pending compliances of conditions precedent, further, there is no communication about revocation of settlement of debt from EARC.

In view of the above, accounting treatment of settlement has been given in the books during the year ended 31^st March 2022. The Group has recorded gain on settlement as an exceptional item of Rs 48,443.30 Lakh (comprising of principal of Rs 17,713.30 Lakh and interest of Rs 30,730.00 Lakh). Further interest expenses accounted in the books nine months ended 31^st December 2021 has been reversed during the year ended 31^st March 2022. Accordingly, interest expenses of current year ended 31^st March 2022 has been recorded after giving impact of settlement, hence interest expenses during the year ended 31^st March 2022 is post net of reversal

9. SUBSIDIARIES AND ASSOCIATES COMPANIES:

As on 31^st March 2022 the Company has 12 (Twelve) subsidiaries companies. There are no associates or joint venture Companies within the meaning of Section 2(6) of the Companies Act, 2013 ('Act").

In terms of the criteria laid down in the Company's Policy on Material Subsidiaries and the SEBI Listing Regulations, as amended, (a) Arshiya Northern FTWZ Limited, (b) Arshiya Lifestyle Limited and (c) Arshiya Logistics Services Limited has become a Material Subsidiary of the Company during the year 2021-22.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as an Annexure I.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company. http://www.arshiyalimited.com/annual-reports-subsidiaries.html

During the year following changes have taken place in the subsidiary companies.

a. Subsidiary Incorporated/Acquired/ Disposed off:

During the year under review, (a) your Company has incorporated step down subsidiary of Arshiya Limited namely Arshiya Distribution Hub Private Limited on 02^nd July 2021 (Direct subsidiary of Arshiya Logistics Services Limited which is wholly owned subsidiary company of Arshiya limited), (b) your Company has sold it's investment in 100% shares of Anomalous Infra Private Limited to Ascendas Property Fund Trustee Pte. Limited ('Ascendas/ APFI") and (c) by virtue of the demerger order passed by Hon'ble the National Company Law Tribunal (NCLT), Mumbai Bench on 21^st January 2022 on the Scheme of Arrangement between Arshiya Limited ("Demerged Company") and Arshiya Rail Infrastructure Limited ("Resulting Company or ARIL"). The scheme of arrangement was made effective by filing the certified copy of order with Registrar of Companies, Mumbai on 02^nd February 2022. Arshiya Rail Infrastructure Limited (ARIL) is ceased to be subsidiary company of Arshiya Limited and AMD Business Support Services Private Limited (Direct Subsidiary of ARIL) is ceased to be step down subsidiary company of Arshiya Limited.

b. Mergers/Amalgamation/Demerger:

During the year under review, The National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated 21^st January 2022 has approved the Scheme of Arrangement between Arshiya Limited ("Demerged Company") and Arshiya Rail Infrastructure Limited ("Resulting Company"). The scheme of arrangement was made effective by filing the certified copy of order with Registrar of Companies, Mumbai on 02^nd February 2022.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the standalone financial statements forming part of the Annual Report. (Please refer to Notes No. 10 and 17 to the standalone financial statement).

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY(IES):

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and on an arm's length basis. Omnibus approvals are obtained for the transactions which are foreseen and repetitive in nature. The details of material related party transactions are furnished in Annexure II in Form No. AOC-2 and forms part of this Report. Further details of related party transactions entered by the Company as required under Ind AS 24, are available in notes to the standalone financial statements section of the Annual Report and forms part of this Report.

The contracts or arrangements with related parties, which fall under the scope of Section 134 (3)(h) and section 188 (1) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are appended as an 'Annexure IIRs In Form No. AOC -2 to the Boards Report.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), approval of the Audit Committee was obtained for all the Related Party Transactions.

a. BOARD OF DIRECTORS:

In accordance with the provisions of Section 149, 152 of the Companies Act, 2013 (the Act) and such other applicable provisions of the Act and as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which defines the composition of the Board, the Board of Directors of the Company have been constituted in compliance with the said Sections.

Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment detailing their role and function in the Company. The format of the letter of appointment is available on our website:

http://www. arshiyalimited.com/arshiya/assets/pdf/Appointment%20letters.pdf

As on the date of this report, the Company's Board consists of the following Independent Directors:

1. Mr. Ashishkumar Bairagra;

2. Mr. Rishabh Shah;

3. Mr. Ved Prakash; and

4. Mr. Kiran Shinde appointed (w.e.f 8^th July, 2022)

b. APPOINTMENT, REAPPOINTMENT AND RESIGNATION:

With effect from 1^st November 2021, Mrs. Manjari Ashok Kacker (DIN: 06945359) resigned as a Woman Independent Director from closure of business hours. The Company vide circular resolution passed by the Board of Directors on 8^th July 2022 have appointed Mr. Kiran Shinde (DIN: 09667419) as an Additional (Non-executive Independent) Director of the Company for a period of five years commencing from 8^th July 2022 to 7^th July 2027, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ajay S. Mittal (DIN: 00226355) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of 41^st Annual General Meeting for seeking approval of Members. The Directors recommend his re-appointment for your approval.

A brief resume and particulars relating to appointment/ re-appointment is given separately as Annexure to the AGM Notice.

c. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are:

1. Mr. Ajay S Mittal - Managing Director;

2. Mrs. Archana A. Mittal - Joint Managing Director;

3. Mr. Dinesh Sodani - Chief Financial Officer; and

4. Mrs. Ratika Gandhi - Company Secretary (resigned w.e.f 4^th June, 2022)

d. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 to meet the criteria of their Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test. In the opinion of the Board, Independent Directors of the Company possess requisite integrity, expertise and experience for acting as an Independent Director of the Company.

a. COMMITTEES OF THE BOARD:

The Board have Six Committees namely Audit Committee, Nomination and Remuneration Committee, Share Transfer Investor Grievances & Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Committee of Directors and Risk Management Committee.

A detailed note on Board and its Committees is provided in the Corporate Governance Report section of this Annual Report.

b. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage difference in thought, perspectives, knowledge, skill, regional and industry experience, cultural and geographical background. The Board has adopted the Policy on Board Diversity which sets out the approach to diversity of the Board of Directors and the same is available on our website:

http://www.arshiyalimited.com/arshiya/ assets/pdf/Policy%20on%20Board%20Diversity.pdf

c. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY:

During the year 7 (Seven) meetings were held. The details of the meetings of the Board held during the financial year 202122 forms part of the Corporate Governance Report. The gap between two Meetings did not exceed 120 (One Hundred and Twenty) days as per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 173 of the Companies Act, 2013.

The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Annual Report.

d. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The current policy of Board of Directors of the Company has an optimum combination of Promoter Directors and NonExecutive Independent Directors, who have in depth knowledge of the business and industry. The composition of the Board is in conformity with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website http://www.arshiyalimited.com/arshiya/assets/ pdf/NRC%20Policy.pdf

We affirm that the Remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

e. BOARD EVALUATION:

As per requirement of section 134(3)(p) of the Companies Act, 2013 read with Rule 8 (4) of Companies (Accounts) Rules, 2014 and other applicable rules and regulations, the Board has a formal mechanism for evaluating its performance annually based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc.

List of core skills, expertise, competencies required by the Board:

The Board has identified and approved the matrix setting out the list, as mentioned below, of core skills, expertise and competencies to be possessed by the Board members in general and in particular, in the context of the Company's business in order to provide guidance for the effective functioning of the Company.

The List of expertise are as below:

• Knowledge of the Bearing Industry

• Sales and Marketing Functions

• Business Strategy Function

• Planning and Sourcing

• Risk Management

• Finance, Accounting and Costing

• Legal and Regulatory compliance

• Corporate Governance

• Human Resource Management

• Risk Mitigation Planning and Management

As on 31^st March 2022, all the Directors of the Company are having the aforesaid requisite core skills, expertise, and competences.

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees, in the manner as enumerated in the Nomination and Remuneration Policy, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, mandates that the Board shall monitor and review the Board evaluation framework. A structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Chairman and the non-independent Director(s) was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Your directors express their satisfaction with the evaluation process and inform that the performance of the Board as a whole, its committees and its member individually were adjudged satisfactory. A detailed policy on board evaluation has been adopted by the Company which is also available on the website of the Company. http://www.arshiyalimited. com/ arshiya/assets/pdf/Policy%20on%20Board%20Evaluation.pdf

f. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

As required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 and the provisions of the Companies Act, 2013, the Board has framed a Familiarization Program for the Independent

Directors of the Company to update them with the nature of industry in which the Company operates and business model of the Company in order to familiarize them with their roles, rights, responsibilities, etc.

All new Independent Directors whenever inducted in the Board attend the orientation program. The details of training and familiarization program for Independent Directors with the Company, nature of the Industry in which the Company operates, business model of the Company and related matters are available on our website http://www.arshiyalimited. com/arshiya/assets/pdf/Familarisation%20programmes%20for%20ID.pdf

Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties, and responsibilities.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, the Board pursuant to Section 134 (5) of the Companies Act, 2013, confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March 2022, the applicable accounting standards have been followed and no material departures have been made from the same;

b) They 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 at the end of the financial year and of the profit of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down Internal financial controls and compliance systems established and maintained by the Company and the work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2021-22;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

g) They have ensured that the Company adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

a. STATUTORY AUDITORS:

Pursuant to provisions of Section 139 of the Companies Act, 2013, the shareholders of the Company at the 36^th Annual General Meeting, appointed Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No. 101720W) as Statutory Auditors for a period of Five years, till the conclusion of 41^st Annual General Meeting.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2022:

The reports of the Statutory Auditors, Chaturvedi & Shah LLP, Chartered Accountants on the standalone and consolidated financial statements of the Company for the year ended 31^st March 2022 form part of this Annual Report. The statutory auditors have submitted modified opinion on the audit of Standalone and Consolidated financial statements for the year ended 31^st March 2022.

Management's response to the qualifications in the Auditors' Report on Standalone Financial Statement is as under:

Audit Report on Standalone Financial Statement:

a. The Note no. 6 of the statement, during the current quarter ended 31^st March 2022, the Company received settlement of debt letter from Edelweiss Assets Reconstruction Company Limited ("EARC"). The settlement of debts would have become effective upon due completion of all conditions precedent to the satisfaction of EARC as mentioned in the settlement letter which were only partially achieved. However, the Company has given accounting effects of settlement letter in the standalone financial statements for the year ended 31^st March 2022. Had the accounting effects of settlement letter not considered in the books of accounts of the Company, borrowing, finance cost, exceptional items, net profit/(loss) for the year, other equity and EPS for the year ended 31^st March 2022 would have been Rs 814,10.59 Lakh, Rs 186,58.05 Lakh, Rs 5,45.70 Lakh, ' (165,52.82) Lakh, Rs 257,45.22 Lakh, ' (6.31) respectively, as against the reported figure of Rs 598,43.54 Lakh, Rs 86,46.77 Lakh, Rs 472,44.27 Lakh, Rs 401,57.04 Lakh, Rs 859,55.28 Lakh, Rs 15.31 respectively.

Management's Views:

The Company has partially complied with condition precedent of Settlement of Debt. The management of the Company is in discussion with EARC for pending compliances of conditions precedent, further, there is no communication about revocation of settlement of debt from EARC.

b. We draw attention to the Note no. 7 of the statement, during preparation of standalone financial statements for the year ended 31^st March 2022, e-mails have been sent to lenders by the Company with a request to confirm their balances directly to us. As at 31^st March 2022, direct balance confirmations of total borrowings including interest accrued (including current maturities and current borrowings), aggregating to Rs 65,189.29 Lakh have not been received. We are unable to obtain sufficient appropriate audit evidence about these borrowings (including interest) outstanding as at 31^st March 2022, Consequently, we are unable to determine whether any adjustment to these amounts are necessary and consequential impacts on the standalone financial statements of the Company.

Management's Views:

The management of the Company is in process of arranging balance confirmation. The Company is confident that there will not

be significant changes in its liabilities.

Audit Report on Consolidated Financial Statement:

a. The Note no. 6 of the statement, during the current quarter ended 31^st March 2022, the Holding Company and one of the subsidiary company received settlement of debt letter of Edelweiss Assets Reconstruction Company Limited ("EARC"). The settlement of debts would have become effective upon due completion of all conditions precedent to the satisfaction of EARC as mentioned in the settlement letter which were only partially achieved. However, the Group has given accounting effects of settlement letter in the consolidated financial statements for the year ended 31^st March 2022. Had the accounting effects of settlement letter not considered in the books of accounts of the respective Company, borrowing, finance cost, exceptional items, net profit/(loss) for the year, other equity and EPS for the year ended 31^st March 2022 would have been Rs 1046,65.73 Lakh, Rs 282,00.94 Lakh, Rs 545.70 Lakh, ' (173,05.77) Lakh, ' (386,77.74) Lakh, ' (6.88), respectively, as against the reported figure of Rs 869,52.43 Lakh, Rs 162,17.40 Lakh, Rs 489,88.99 Lakh, Rs 423,90.77 Lakh, Rs 259,77.10 Lakh, Rs 16.16 respectively.

Management's Views:

The Group has partially complied with condition precedent of Settlement of Debt. The Group is in discussion with EARC for pending compliances of conditions precedent, further, there is no communication about revocation of settlement of debt from EARC.

b. We to the Note no. 7 of the statement, during the course of preparation of consolidated financial statements for the year ended 31^st March 2022, e-mails have been sent to lenders by the respective Company with a request to confirm their balances directly to us. As at 31^st March 2022, direct balance confirmations of total borrowings including interest accrued (including current maturities and current borrowings), aggregating to Rs 13,64,65.38 Lakh have not been received. We are unable to obtain sufficient appropriate audit evidence about these borrowing (including interest) outstanding as at 31^st March 2022. Consequently, we are unable to determine whether any adjustment to these amounts are necessary and consequential impacts on the consolidated financial statements of the Group.

Management's Views:

The management of the Group is in process of arranging balance confirmation. The Group is confident that there will not be significant changes in its liabilities.

c. INTERNAL AUDIT AND CONTROL:

M/s. Aneja Associates, Chartered Accountants (Firm Registration Number 100404W), Internal Auditors of the Company have carried out internal audit of the Company for the financial year 2021-22, as per scope of work finalized with the Audit Committee. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee. The Audit Committee has accepted all the recommendations of the Internal Auditors.

In respect of FY 2022-23, the Board, based on the recommendation of the Audit Committee, approved the appointment of M/s. Aneja Associates, Chartered Accountants, (Firm Registration Number 100404W), as the Internal Auditors of the Company.

d. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

e. COST AUDITOR:

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

f. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIAL COMPLIANCE REPORT FOR THE YEAR ENDED 31ST MARCH 2022:

Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Aabid & Co., Practicing Company Secretary has been appointed to undertake the Secretarial Audit and issue Secretarial Audit Report and Annual Secretarial Compliance Report for the Financial Year 2021-22. The Secretarial Audit Report in form MR-3 forms part of this Annual Report as an Annexure - III to the Board's Report. The observation in the Secretarial Audit report issued is as follows:

1. As per regulation 17(1)(c) of the SEBI (LODR) Regulations, 2015, the number of directors on Board of the company should be six, however the number of directors on Board of the company is five that is less than six.

Management reply on the same:

With respect to the above remark, the company is looking for a better candidate, who understand the rare business of FTWZ and is also familiar with functioning of FTWZ. Hence it is taking time to find a suitable candidate for a very technical business model like that of Arshiya's. The Company has made best of its efforts to find a suitable candidate and will close the appointment as soon as possible.

Annual Secretarial Compliance Report for the financial year 2021-22 pursuant to Regulation 24A of the SEBI Listing Regulations, form part of this report as an Annexure IIIA and Secretarial Audit Report of the material subsidiary(ies), if any forms part of this report as Annexure IIIB. The said reports do not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 and listing regulations as may be applicable to the companies.

g. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

16. EMPLOYEE STOCK OPTIONS:

Your Company has granted equity shares to officials of the Company and on recommendation of Meeting of members of Nomination and Remuneration Committee and meeting of Board of Directors held on 30^th May 2022 modified the terms of ESOPs granted to the officials as mentioned in below table:

The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. In terms of the provisions of Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the details of the Stock Options granted under the aforesaid ESOP Scheme 2019 are uploaded on the website of the Company http://www. arshiyalimited.com/ arshiya/Scheme-%20ESOP.html

17. BUSINESS RESPONSIBILITY REPORTING ("BRR"):

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we have integrated BRR disclosures into our Annual Report.

The Company's sustainability initiatives as provided in the Business Responsibility Report are in line with the key principles enunciated in "National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business" framed by the Ministry of Corporate Affairs. Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the said report is attached separately, which forms part of this Annual Report.

18. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for prevention of insider trading is available on our website http://www. arshiyalimited. com/arshiya/assets/pdf/Code%20of%20Conduct%20for%20Insider%20Trading%20and%20%20 Fair%20Disclosure.pdf

19. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. Also, the Companies Act, 2013 requires the Company to formulate few policies. All our corporate governance policies are available on our website http://www.arshiyalimited.com/corporate-policy.html.

The Policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

The details of the Polices along with their Description and Web link are mentioned below:

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of the Section 135 read with Schedule VII of Companies Act, 2013 are not applicable to the Company due to inadequate profits but the Company has voluntarily adopted the CSR policy in 2018.

Your Company sincerely believes that growth needs to be sustainable in a socially relevant manner. Today's business environment especially in India therefore demands that corporates play a pivotal role in shouldering social responsibility. Your Company is committed to its endeavor in social responsibilities for benefit of the community.

Under the Corporate Social Responsibility (CSR) initiative of the Company 'Arshiya Cares', your Company has pledged to join hands with organizations who are working towards finding simple solutions to the infrastructure problems that India faces.

As per the provisions of the Companies Act, 2013, the Company was not required to make a mandatory spending for the CSR Activities.

The CSR policy is available on the website of the Company at http://www.arshiyalimited.com/arshiya/assets/pdf/Corporate%20 social%20responsibilty%20policy.pdf

21. HUMAN RESOURCES:

Your Company is committed in strengthening its human resources by induction of experienced and competitive professionals, on the other hand your Company is formulating appropriate policies, systems and schemes which will create adequate opportunities for growth in career and create a working environment which enhances productivity. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization's growth and its sustainability in the long run. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Your Company continues to enjoy cordial and harmonious relations and not a single man hour was lost on account of any Industrial disturbance during the year 2021-22.

22. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure- IV to the Board's report.

23. PREVENTION OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has in place a Policy on Prevention of Sexual Harassment (PoSH) of women at workplace. Further, the Company has also formed an Internal Complaints Committee to redress the complaints regarding sexual harassment. Your directors further state that during the year under review, no complaints were received in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been hosted on the website of the Company at http://www.arshiyalimited. com/arshiya/assets/pdf/Vigil%20mechanism%20%20Whistle%20Blower%20Policy.pdf

25. CORPORATE GOVERNANCE REPORT:

The Company adheres to good corporate governance practices as per Schedule V of SEBI Listing Regulations. The Report on Corporate Governance and requisite certificate from the Practicing Company Secretary, confirming compliance of the conditions of Corporate Governance is included in the Annual Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Schedule V of the SEBI Listing Regulations, forms part of this Annual Report.

27. RISK MANAGEMENT:

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. Though it is not possible to completely eliminate various risks associated with the business of the Company, Your Company is well aware of risks associated with its business operations and various projects under execution. The management is making efforts to minimize such risks on the operations of the company.

The Company has put in place various internal controls for different activities to minimize the impact of various risks. Also, as mandated by the Companies Act, 2013 the Company has implemented the Internal Financial Controls to ensure proper control over financial reporting.

The Risk Management Policy has been hosted on the website of the company at http://www.arshiyalimited.com/arshiya/assets/ pdf/Risk%20 Management%20Policy.pdf

28. HEALTH, SAFETY AND ENVIRONMENT:

As a responsible corporate citizen, your Company lays considerable emphasis on health, safety aspects of its human capital, operations and overall working conditions. Thus, being constantly aware of its obligation towards maintaining and improving the environment, all possible steps are being taken to meet the toughest environmental standards on pollution, effluents, etc. across various spheres of its business activities.

29. CONSERVATION OF ENERGY:

The operations of the Company involve low energy Consumption. Adequate measures have been Implemented to conserve energy such as -

• Roof of the warehouses at our FTWZs have been designed with MR24 standards with roof insulation which gives temperature variation of 8 Degree with ambient temperature. A provision of installation of solar panels will be made on the roofs to generate renewable energy in all new warehouses and Skylights have been provided at 3% area of roof to avoid artificial light in the warehouse during day time.

• Orientation of the warehouse buildings has been done in such a way that there is less heat transmission resulting in saving the electricity consumption by minimizing heat loss in the HVAC system.

• Ridge ventilators are installed at the roof of all WHs, whereby there is no need of power run turbo ventilators, which saves the huge amount of power.

• Cold rooms are having the best quality insulations in roofs/sides/top and floor so as to ensure no leakage of cooling and thus saving a lot of power. The doors of the cold rooms have been installed with air curtains so that during operation, internal temperatures is maintained without any loss of cooling.

• The central control room have been installed with the control panels which controls the temp of cold rooms and monitor automatically so to achieve the pre-set temperature requirement. The chiller units are also centrally controlled.

• Office air conditioning system is having VRV units, which adjust the power requirement as per the required heat load. This saves a lot of power requirement.

• All peripheral and yard lighting is having auto on and off system, set with the timings, which saves lot of wasteful energy. The docking doors are placed to ensure the minimum run by the forklifts, which reduces large power required for re- charging.

Following environment friendly measures are being Implemented In Mumbai FTWZ,

• Development of green area: Re-plantation of trees in the FTWZ.

• Conservation of topsoil by removing and storing. The topsoil was re-used for developing the green areas

• Provision of storm water drainage system along with recharging bore holes in drain bottom to allow ground water recharging. Battery operated materials handling equipment are being utilized inside the warehouse to control the pollution instead fuel based MHE.

Sewerage treatment plant: Company has installed sewerage treatment plant for reuse of water generated from toilet. After treatment, water is used for the gardening purpose.

EHS Policy- Site specific Environment Health and Safety policy is in place. Risk assessment analysis and emergency response plans are on ground. Dedicated Safety team audits the working & facility and train staff on all the aspects of safe working.

Technology Absorption: Arshiya sincerely believes in utilizing technology to improve productivity, efficiency and quality of its business operations and working environment.

30. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of chapter VII of the Companies (Management and Administration) Amendment Rules, 2020, an extract of Annual Return in Form No. MGT-7 for F.Y. 2021-22 is uploaded on the website of the Company and can be accessed at http://www.arshiyalimited.com/annual-reports. html

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure-V" which forms part of this Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going Concern status of the Company and its future operations.

33. OTHER DISCLOSURES IN TERMS OF THE APPLICABLE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS, YOUR COMPANY ADDITIONALLY DISCLOSES THAT, DURING THE YEAR UNDER REVIEW:

i. Details relating to deposits covered under Chapter V of the Act.

ii. Your Company has not raised any funds through qualified institutions placement as per Regulation 32(7A) of SEBI Listing Regulations.

ii. Your Company does not engage in commodity hedging activities.

iv. Your Company has made settlement of debt mentioned in point no.8 (ii).

v. There were no events relating to Receipt of any remuneration or commission from any of its subsidiary companies by Chairman / Managing Director of the Company.

vi. There is no plan for Revision of the financial statements pertaining to previous financial periods during the financial year under review.

vii. Your Company has not made any application or there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) in the previous financial year other than routine course of business.

34. ACKNOWLDGEMENTS & APPRECIATIONS:

Your directors would like to thank and place on record their appreciation for the sustained support and co-operation provided by its Members, Group entities and in particular, their employees, regulatory authorities, suppliers, customers, its banks, financial institutions and other stakeholders.

Your directors would also like to place on record its sincere appreciation for the efforts put in by employees of the Company whose efforts, hard work and dedication has enabled the Company to achieve all recognitions during the year.