DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016 To t h e Members, The Directors submit the Annual Report of your Company, Arihant Superstructures Limited (the "Company" or "ASL") along with the Audited Financial Statements for the Financial Year (FY) ended 3Ist March, 20I6. Consolidated performance of the Company and its Subsidiaries has been referred wherever required. 1. (? in Lacs) Financial Results Particulars Year ended Year ended st st 31 March, 2 0 1 6 Consolidated Sales and Other Income 31 March, 2015 Standalone Consolidated Standalone I2,352.82 6,958.37 I0,976.I7 6,489.66 3,503.00 2,53I.03 2,657.36 I,904.96 Interest 364.37 255.I3 642.80 4I9.03 Depreciation I07.93 47.47 III.02 53.27 Profit/ (Loss) before Tax 3,030.70 2,228.43 I,903.54 I,432.66 Provision for Tax I,057.37 709.68 767.35 460.89 Profit/ (Loss) after Tax I,973.33 I,5I8.75 I,I36.I9 97I.77 Profit/(Loss) for the Year I,973.33 I,5I8.75 I,I36.I9 97I.77 Add: Balance of Profit and Loss Account I,530.75 2,575.5I 670.35 I,933.9 I97.28 I23.0I 3,306.80 4,276.26 I,683.52 2,905.67 370.44 370.44 I23.48 I23.48 75.4I 75.4I 24.69 24.69 4.6 2,860.95 3,830.4I I,530.75 2,757.50 Profit before interest, depreciation & tax Share of Minority / Associates Profit available for Appropriation Less: Appropriation Proposed Equity Dividend Tax on Proposed Equity Dividend Less/Add: Earlier Year provisions Balance of profit carried to Balance Sheet The Financial performance of the Company, for the Year ended 3Ist March, 20I6 is summarized below: The Audited Consolidated and Standalone Financial Statements of the Company are attached to this Report and the Audited Financial Statements of the Subsidiaries are available on the website of the Company at www.asl.net.in for the review of the Members. 2. Dividend Based on the Company's performance, the Board of Directors are pleased to recommend for approval of the Members at the Annual General Meeting a Final Dividend of? 0.90/ per equity share of the Company for the FY 20I5I6. The Final Dividend on equity shares, if approved by the Members would involve a cash outflow of? 445.85 lacs including Dividend tax resulting in a payout of 29.36% of the Standalone profits of the Company. Dividend shall be payable to all the shareholders of the Company as on the record date of I4th September, 20I6. 3. Transfer t o Reserve The Company proposes to transfer? I072.90 lacs to the General Reserve. 4. Company Performance On Consolidated Basis, Revenue from operations for FY 20I5I6 at? I2236.46 lacs was higher by I3.42% over last Year (? I0789.09 lacs in FY 20I4I5). Earnings before interest, tax, depreciation and amortization ("EBITDA") was? 3503.00 lacs registering a growth of 3I.82% over EBITDA of? 2657.36 lacs in FY 20I4I5. Profit after tax ("PAT") for the Year was? I973.33 lacs recording a growth of 73.68% over the PAT of?ii36.i9 lacs of FY 20I4I5. On Standalone basis, Revenue from operations for FY 20I5I6 at? 6506.6I lacs was higher by I0.73% over last Year (? 5876.9I lacs in FY 20I4I5). EBITDA at? 253I.03 lacs registered a growth of 32.87% over the EBITDA of? I904.96 lacs in FY 20I4I5. PAT for the Year was? I5I8.75 lacs registering a growth of 56.29% over the PAT of? 97I.77 lacs in FY 20I4I5. 41

SUPERSTRUCTURES 5. LTD. Deposit The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 20I3 and the Companies (Acceptance of Deposits) Rules, 20I4. 6. Subsidiaries All the subsidiary companies are nonmaterial, nonlisted subsidiary companies as defined under Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5, and pursuant to provisions of section I29(3) of the Companies Act 20I3, a statement containing salient features of the Financial statements of the Company's subsidiaries in Form AOCI is attached to the Financial statements of the Company. Adeshwar Realty Private Limited (ARPL) (wholly owned subsidiary) of Arihant Superstructures Limited (ASL) has made an application with Hon'ble High Court, Mumbai for Amalgamation with the Company. The appointed date was fixed as Ist April, 20I4. ASL has already obtained the Inprincipal approval for the same from BSE and SEBI vide Letter No. DCS/AMAL/LP/24(f)/252/20I5I6 dated 29th May, 20I5. The final order of Amalgamation of ARPL with ASL was passed by the Hon'ble High Court, Bombay in its order dated 22nd July, 20I6. The details of the Amalgamation are available on the website of the Company. The NonPromoter Public Shareholders have consented to the Scheme of Amalgamation through Postal Ballot, the result of which were declared on 29th June, 20I6. Further, pursuant to the provisions of section I36 of the Companies Act 20I3, the Financial statements of the Company, Consolidated Financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. 7. Operations Review of t h e Company and its Subsidiaries PROJECT " A R I H A N T A M O D I N I " Taloja C I D C O Ltd. It is a 23 storeyed tower building and is completed with occupancy certificate obtained. The balance 5% sale is unsold for which Revenue recognisation will add into direct profit with no major expenses balance to be spend. PROJECT " A R I H A N T C L A N A A L I S H A N " Khargar A n n e x The residential project named as "Arihant Clan Aalishan" is situated at Kharghar Annex, Navi Mumbai. A project of 9 lacssq feet of sale. It is on the assets light model where the land was taken under Joint Venture with the land owner "Clan" with all approvals in place and construction of two out of four towers started. "Arihant Clan Aalishan" is the tallest tower of Navi Mumbai of 53 level & I80 meter high rise structures. The world best professionals are working on the project. It is on a unique theme of Persian Architecture and is the talk of Mumbai real estate endorsed by the Brand Ambassador "Actor Ranveer Singh". The Company on its launch did 2I0 flats sale approx. worth of Rs. 200 crores in first 7 days of launch in March, 20I6. PROJECT A R I H A N T " A N S H U L A " Taloja The project is under the category of affordable housing portfolio of Company. The 488 flats in 25 buildings. The project sales have started good and construction of all 25 buildings is in full swing. Being a low rise structures and price is in budget will give good Revenues in the coming Financial Year 20I6I7 and 20I7I8. The 40% of the project is sold and is getting good attraction due to its price cap. The project is schedule for completion in the Year 20I7. PROJECT " A R I H A N T A R S H I Y A " Khopoli, Khalapur This project is spread across 20 acres housing, I600 homes near Imagica. The first phase of 29 buildings contains 522 flats are near to completion with 95% stage completed and 80% sales done. The second phase of 200 flats is in possession. Again the product is in affordable housing segment the product range is from Rs. I5 lacs to Rs. 30 lacs per flat. PROJECT " A R I H A N T A N M O L " Badlapur In the affordable housing category, the project spread across 7 acres with 600 flats. The Occupancy Certificate of the first phase of 52I flats is received and possession to start. This Year the project is the most desired project in the region. The sales have been achieved to 90% and the first phase of the project is completed to 98%. The second phase has started and in progress. This project is with all amenities of club. 42

PROJECT " A R I H A N T A A R O H I " KalyanShil Road This is a residential project located at KalyanShil Road, Navi Mumbai. ArihantAarohi is a I8 storeyed building consisting Two towers on main road, leading to Pallava is near to Navi Mumbai boundaries. The 80% of the project has been sold & constructed. The building entering to drape of color is doing good and with all club facilities. PROJECT " A R I H A N T A K A N K S H A " Panvel The white features of project of the group spread on I6 acres, 8 buildings, 2056 flats at a very strategic location of Navi Mumbai. Airport is awaiting permission. With the contractor finalized, the 200 flats in 35 floor building have been sold in pre booking launch. The Company is expecting the approval in 3rd Quarter of Financial Year 20I6I7. The lands for project bought at very low price of land cost at Rs. 200 per sq feet and the sale price is Rs. 5500 per sq feet which shows a good business model to be in the group. PROJECT " A R I H A N T A M I S H A " Taloja This residential project is spread across 7 acres with 555 flats. It is a value for money in affordable housing project category which is nearing to completion. First phase of 250 flats with price range of Rs. 25 lacs for I BHK is an attraction and it has shaped up good. PROJECT " A R I H A N T A L O K I " Karjat On an assets light model of Joint venture, the project is in the best selling location of second homes. It situated at I00 meters from bus stand and Karjat railway station. First phase of 33% of total size of project is in best progress. PROJECT A R I H A N T " A N A I K A " Taloja The residential project named as "ArihantAnaika" is situated at near Metro Station of Navi Mumbai. This project consists of 348 flats and I2 buildings. I92 flats are under construction and completed up to 30% stage in first phase. It is progressing fast with possession schedule for completion in Year 20I7. Again in budget affordable housing and is a project to the current demand in the market. PROJECT " A R I H A N T A D I T A " Jodhpur The residential project is situated at Pal Road, Gangana, Jodhpur (Rajasthan) and is just I km from the National Highway. The affordable housing for the middle income and most adorable living apartment, selected as the top I00 residential projects of India in 20I4 by CRISIL. This project consists of I069 flats in I4 buildings. I8 phases of 6 buildings and 400 flats has been delivered in the Financial Year 20I5I6. Second phase of 4 buildings & 330 flats is scheduled for completion in the Year 20I6I7. This project is a piece of quality, it currently selling at Rs. 3000 per Sq feet, inclusive all. PROJECT " A R I H A N T N A G A R " Jodhpur This is an affordable residential housing project situated at Jodhpur, Rajasthan. The Company has delivered the second phase consisting 200 flats of the PPP project of Government of Rajasthan. PROJECT " A R I H A N T A Y A T I " Jodhpur The residential project named as "ArihantAyati" is situated at Devnagar, Jodhpur (Rajasthan). The premium location and premium product in city Jodhpur is 75% completed and the possession will be delivered in the Year 20I7. It is a super deluxe royal luxury segment project depicts Companies ability to do very high quality and high finishes product. PROJECT " A R I H A N T A N C H A L " Jodhpur The mega launch of affordable housing below Rs. 20 lacs. The Company witnessed 450 flats sold in just 4 days in February, 20I6. Construction of I8 buildings and 504 flats of first phase have started. The project is sized to 2324 flats, 85 building in four phases to be constructed. The first phase is schedule to be delivered before December, 20I8. PROJECT " A R I H A N T A N G A N " and " A R I H A N T A S H R A Y " Jodhpur These are Affordable Housing Projects located at Jodhpur (Rajasthan). The price is between Rs. 7 lacs to Rs. I0 lacs. The 220 flats witness sale of I80 flats. The construction is initiated and will be scheduled to complete by March 20I8. 43

SUPERSTRUCTURES LTD. 8. Disclosure Requirements The equity shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable listing fees to the above stock exchange up to date. The Company's Equity Shares are also traded in the dematerialized segment for all investors and the Company has entered into agreements with the Central Depositary Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services. 9. Directors and Key Managerial Personnel The Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the Year, the nonexecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. Pursuant to the provisions of the Companies Act, 20I3, following are the changes in the Board of Directors and Key Managerial Personnel of the Company. Name of the Directors/Key DIN/PAN Designation Date of Appointment/ Resignation Managerial Personnels Mr. Rajesh Agarwal 07327I6I Additional Wholetime Executive Director Appointment w.e.f 0I/II/20I5 and Resignation w.e.f. 24/07/20I6 Mr. Naval Singh CBXPS0984B Company Secretary & Appointment w.e.f. 0I/02/20I6 Compliance Officer Ms. Puja Agrawal ABRPL5902C Company Secretary & Compliance Officer Resignation w.e.f. 30/0I/20I6 The current compositions of the Board of Directors of the Company are as follows: Name of the Directors DIN Designation Mr. Ashok Chhajer 0I965094 Chairman & Managing Director Mr. Nimish Shah 03036904 Wholetime Executive Director Mr. Dinkar Samant 00023459 Wholetime Executive Director Mr. Virendra Mital 00376830 Independent Director Mr. Vinayak Nalavde 02047436 Independent Director Mr. Dinesh Babel 03042254 Independent Director Mrs. Kamini Shroff 07I4I404 Independent Director Details of the Key Managerial Personnel of the Company Name Mr. Naval Singh* Mr. Aman Verma *Mr. Naval Singh was appointed w.e.f. I st February, 20I6. Designation Company Secretary & Compliance Officer Chief Financial Officer Mr. Dinkar Samant (DIN: 00023459) Whole time Executive Director of the Company who is liable to retires by rotation and does not offer himself for reappointment and retires as a Director of the Company by stating his unwillingness to be reappointed at this Annual General meeting. The disclosures pertaining to the equity shares held and the remuneration received by the Directors and Key Managerial Personnel during the Financial Year are disclosed in MGT9 which forms a part of this Report. 10. Independent Directors The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 20I5. 44

11. Board and C o m m i t t e e Meetings The Board of Directors meets at regular intervals to discuss the business and compliance matters of the Company. The details of the Meetings of the Board of Directors and the Committees of the Board of Directors and their respective constitution are stated in the Corporate Governance Report attached to this Annual Report. The Board has constituted the following mandatory and nonmandatory Committees of the Board of Directors: Sr. N o. Mandatory Committees NonMandatory Committees Audit Committee Executive Committee 2. Nomination and Remuneration Committee Risk Management Committee 3. Stakeholders' Relationship Committee Disinvestment Committee 4. Corporate Social Responsibility Committee Share Transfer Committee I. The Company Secretary of the Company is the Secretary to each of these Committees. Separate meeting of Independent Directors is conducted during every Financial Year, in terms of the requirements of Schedule IV to the Companies Act, 20I3 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 Further, the Board of Directors have adopted various policies on the functioning and running of the Board of Directors as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 and which are also available on the website of the Company. 12. Board Evaluation The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Director pursuant to the provisions of the Companies Act, 20I3 and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 20I5. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of NonIndependent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and NonExecutive Directors. The same was discussed in the Board Meeting that followed the Meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire Board, excluding the independent Director being evaluated 13. Internal Financial Control Systems and their adequacy The management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company's business. The Company adheres to the prescribed guidelines with respect to the transactions, Financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee actively reviews Internal Audit Reports and effectiveness of Internal Control Systems. Internal Control Systems are implemented to safeguard the Company's assets from loss or damage, to keep constant check on the cost structure, to prevent Revenue leakages, to provide adequate Financial and accounting controls and implement Accounting Standards 14. Accounting Standards and Consolidated Financial Statements The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards, issued by the Institute of Chartered Accountants of India, which forms part of the Annual Report. 45

CONTINUING STABILITY 15. Auditors M/s Kailash Chand Jain & Co. Chartered Accountants were in the 3Ist Annual General Meeting (AGM) appointed as the Statutory Auditors of the Company for a period of four Years i.e. till the conclusion of the AGM to be held in the Year 20I8, subject to ratification of the Members in every AGM. The Board recommends the ratification of the appointment of the Statutory Auditors in this AGM for the Financial Year 20I6I7. 16. Secretarial Auditors Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4, the Company has appointed M/s D. A. Kamat & Co, Practicing Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the Financial Year under review. The Secretarial Audit Report is annexed as A n n e x u r e I. 17. Internal Auditors The Board of Directors have appointed M/s MPK & Associates, Chartered Accountants, Mumbai as the Internal Auditors for the Financial Year 20I5I6. The Internal Auditors conduct their review and audit on a quarterly basis and report to the Board of Directors. 18. Reply by Director's on Secretarial A u d i t Report The Observation by the Secretarial Auditor in the Audit Report has been noted by the Board, and necessary steps has been undertaken to avoid the same. 19. Directors A p p o i n t m e n t and Remuneration Policy The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the website of the Company. 20. Related Party Transactions The Board of Directors has a Related Party Transaction Policy approved as mandated by the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 20I5. All related party transactions are placed before the Audit Committee and the Board of Directors along with the Quarterly Financial Results. Further, details of material related party transactions are also reported to the BSE in the Quarterly Corporate Governance Report. Omnibus approvals for repetitive transactions, are obtained from Audit Committee and Shareholders' approval for material related party transactions undertaken as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is obtained. Copy of the related party transactions policy is available on the website of the Company on www.asl.net.in Information on transactions with related parties pursuant to section I34(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 20I4 are given in A n n e x u r e II in Form AOC2 and the same forms part of this report. 21. Code of Conduct The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. 22. Particulars of Loans, Guarantees o r Investments Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statements, forming part of the Annual Report. 23. Prevention of Insider Trading The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees 46

while in possession of unpublished price sensitive information in relation to the Company and during the Period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. 24. Particulars of Employees There are no employees drawing remuneration of? 8,50,000 (Rupees Eight lacs fifty thousand) per month or? I,02,00,000/(Rupees One crore two lacs) and above per annum during the Year under review. The details of the remuneration drawn by the Wholetime Executive Directors and Managing Director and Independent Directors are stated in the Corporate Governance Report, other information required under section I97 of the Act read with rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 forms part of this report. Details pertaining to remuneration as required under section I97(I2) of the companies act, 20I3 read with rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 are given in A n n e x u r e III of this report. 25. Prevention, Prohibition and Redressal of Sexual Harassment of W o m e n a t t h e Workplace The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20I3 and no complaints were received by the Company during the Year under review. 26. Directors' Responsibility S t a t e m e n t In terms of Section I34 (5) of the Companies Act, 20I3, the Directors would like to state that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same; (b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; and (e) the Directors, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; (f) The Directors, have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 27. Extract of t h e Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed as A n n e x u r e IV. 28. Risk Policy The Company has a Risk Management Commitee of Board of Directors that reviews, formulates and monitors the Risk Management of the Company. 29. Investors' Relation and Grievances During the Year under review, the Company has not received any complaint/grievance from the investors of the Company. The Company has a dedicated email address investor@asl.net.in for communication with the Investors. Further, a section for Investors, with details of the Annual Reports, Financial Statements, communications to BSE and other necessary information is available on the website of the Company on www.asl.net.in. 30. Management Discussion and Analysis Report In accordance with the Listing Regulations, the Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance form part of this report. 47

SUPERSTRUCTURES LTD. CONTINUING STABILITY 31. Corporate Social Responsibility The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the Year are set out in Annexure V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 20I4. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company 32. Conservation of Energy & Technology Absorption The information required to be furnished pursuant to Section I34(3)(m) of the Companies Act, 20I3 read with Rule 8 of Companies (Accounts) Rules, 20I4 is enclosed as Annexure VI and forms part of this report. 33. Acknowledgement The Board expresses its gratitude and appreciates the assistance and cooperation received from the Creditors, Banks, Government Authorities, Customers and Shareholders during the Year under review. For and on behalf of the Board of Directors Ashok Chhajer Chairman & Managing Director DIN:01965094 Place: Navi Mumbai Date: 3 rd August, 2016 48