Eldeco Housing & Industries Ltd Directors Report

To

The Members,

Eldeco Housing and Industries Limited

The Board is pleased to present the 39^th Annual Report of Eldeco Housing and Industries Limited ("the Company") on the business and operations of your Company together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Companys performance during the financial year ended March 31, 2024 as compared to the previous financial year ended March 31, 2023 is summarized below:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	9,547.43	10,492.44	11,264.39	12,914.11
Other Income	802.74	849.95	956.10	1,150.62
Total Income	10,350.17	11,342.39	12,220.49	14,064.73
Expenses
Cost of material consumed, construction	7,096.45	8,534.92	22,429.48	11,054.98
and other related project cost
Changes in inventories of finished goods,	(3,389.79)	(4,317.39)	(17,494.20)	(5,487.81)
project in progress
Employee benefit expense	836.24	772.29	836.24	772.29
Finance cost	290.57	19.53	291.12	19.97
Depreciation and amortization expense	78.72	67.03	79.98	67.93
Other expenses	1,443.36	1,414.72	1,549.82	1,604.75
Total Expenses	6,355.55	6,491.10	7,692.45	8,032.11
Profit/(Loss) before Tax	3,994.61	4,851.30	4,528.05	6,032.62
Tax Expenses
Current Tax	1,017.15	1,266.35	1,146.24	1,569.25
Deferred Tax	(14.70)	24.31	(14.88)	27.29
Earlier year Taxes	-	-	10.87	(0.54)
Total Tax Expenses	1,002.45	1,290.66	1,142.23	1,596.01
Profit/(Loss) for the period	2,992.17	3,560.63	3,385.82	4,436.62
Total comprehensive income for the year	2,996.96	3,565.32	3,390.61	4,441.31

FINANCIAL PERFORMANCE

During the year under review, your Companys consolidated revenue stood at 12,220.49 Lakhs including other income of 956.10 Lakhs as compared to total revenue of 14,064.73 Lakhs including other income of 1,150.62 Lakhs during the previous financial year ended March 31, 2023.

As at March 31, 2024, profit after tax stood at 3,385.82 Lakhs as compared to the profit of the previous financial year ended March 31, 2023 amounting to 4,436.62 Lakhs.

Further on standalone basis, the total revenue stood at

10,350.17 Lakhs including other income of 802.74 Lakhs as compared to total revenue of 11,342.39 Lakhs including other income of 849.95 Lakhs during the previous financial year ended March 31, 2023.

As at March 31, 2024, profit after tax stood at 2,992.17 Lakhs as compared to the profit of the previous financial year ended March 31, 2023 amounting to 3,560.63 Lakhs.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

DIVIDEND

Based on the Companys performance, the Board of Directors at their meeting held on May 16, 2024 have considered and recommended final dividend at the rate of 8/- ( @ 400%) per equity share of the face value of 2/- each for the financial year ended March 31, 2024. The payment of final dividend is subject to the approval of the Members at the ensuing Annual General Meeting ("AGM") of the Company.

The final dividend, subject to the approval of Members at the ensuing AGM to be held on Thursday, September 19, 2024 will be paid to those Members whose names appear in the Register of Members as on the Record date i.e. Thursday, September 12, 2024 and in respect of shares held in dematerialized form, it shall be paid to the Members whose names are furnished by National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"), as beneficial owners as on that date. The final dividend will be paid within 30 (Thirty) days of the ensuing AGM subject to the approval of the Members.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of final dividend after deduction of tax at source at prescribed rates as per the Income Tax Act, 1961.

The Company had written to the Members holding shares in physical form requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those shareholders who are yet to respond to the Companys request in this regard are once again requested to take action in the matter at the earliest.

For enabling payment of dividend in future through electronic mode, Members holding shares in physical form are requested to furnish updated particulars of their bank account to the Company or our Registrar & Share Transfer Agent, Skyline Financial Services Private Limited

("RTA"). Beneficial owners holding shares in electronic form are requested to furnish their bank account details to their respective depository participant ("DP") and ensure that such changes are recorded by them correctly.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 ("the Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations"), the Board has carried out annual performance evaluation of its own performance, Board Committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria, such as, Board composition and structure, understanding business and risks, effectiveness of Board processes and procedures, oversight of financial reporting process including internal controls and audit functions, ethics and compliance and monitoring activities, etc.

The performance of the Committees were evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria, such as, composition of Committee, effectiveness of Committee meetings, etc.

The performance of individual Directors was evaluated on parameters as defined by the Board and the Nomination and Remuneration Committee, inter alia, such as regularity, preparatory, participation at the Board meetings, timely execution of action items, recommendations and their periodic update to the Board, effective and successful relationships and communication with fellow Board Members and senior management, quality and value of their contributions at Board meetings, adherence to the Companys policies and resolutions, devoting time and effort to understand the Company and its business etc.

In a separate meeting of Independent Directors, the Independent Directors discussed the matters specified in Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive and Non-Executive Directors. Performance evaluation of Independent Directors was carried out by the entire Board, excluding the respective Independent Director being evaluated.

As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board has a right balance of discussion between strategic and operational issues. The Board Members are from different backgrounds and bring about different complementarities and deliberations in the Board and Committee Meetings.

MATERIALCHANGESANDCOMMITMENT

The Company has received order from the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi dated August 8, 2024 in respect of the shifting of Registered Office of the Company from the State of Uttar Pradesh to the State of Haryana. The Company has filed the order in Form INC-28 with the Competent Authority. "Certificate of Registration of Regional Director of Change of State" is yet to be received from the Authority.

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

INVESTOR EDUCATION AND PROTECTION FUNDANDUNPAID/UNCLAIMEDDIVIDEND

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to the Investor Education Protection Fund ("IEPF") in accordance with the procedure prescribed in the IEPF Rules. Accordingly, during the Financial Year 2023-2024, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2015-16 of 6,01,430/- (Rupees Six Lakhs One Thousand Four Hundred and Thirty). Further 4,630 (Four Thousand Six Hundred and Thirty) equity shares were transferred to IEPF as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. The details of the shares so transferred are available on the website of the Company at https://www. eldecogroup.com/investor/eldeco-housing-industries-ltd/investor-relations

The Company has also transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2016-17 of 8,17,925/- (Rupees Eight Lakhs Seventeen Thousand Nine Hundred and Twenty Five). Further 6,595 (Six Thousand Five Hundred and Ninety Five) equity shares were transferred to IEPF as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. The details of the shares so transferred are available on the website of the Company at https://www. eldecogroup.com/investor/eldeco-housing-industries-ltd/investor-relations

Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure.

Details of the Nodal Officer for the purpose of coordinating with IEPF Authority
Name :	Ms. Chandni Vij
E-mail ID :	chandni@eldecohousing.co.in
Contact No. :	0522-4039999

Schedule for transfer of unclaimed dividends to the IEPF

Financial Year ended	Rate	Date of Declaration	Last Date for	Last Date for
			Claiming	Transfer to IEPF
31.03.2018 (Final)	125%	28.09.2018	04.11.2025	04.12.2025
31.03.2019 (Final)	175%	27.09.2019	03.11.2026	03.12.2026
31.03.2020 (Interim)	175%	03.03.2020	03.04.2027	03.05.2027
31.03.2021 (Final)	400%	22.09.2021	28.10.2028	28.11.2028
31.03.2022 (Final)	400%	28.09.2022	31.10.2029	30.11.2029
31.03.2023 (Final)	400%	22.09.2023	25.10.2030	24.11.2030

The details of unpaid and unclaimed amounts lying with the Company can be viewed at https://www.eldecogroup.com/ investor/eldeco-housing-industries-ltd/investor-relations/stock-information/unpaid-and-unclaimed-dividend

NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real Estate Development. There was no change in the nature of the business of the Company, during the year under review.

TRANSFER TO RESERVES

The Board has decided not to transfer any amount to the reserves for the year under review.

RISK MANAGEMENT

The Board of the Company has taken all necessary steps for identifying the potential risks of the Company and their mitigation plans. The Board of Directors reviews the business plan at regular intervals for proper identification, analysis and mitigation of all material risks, both internal and external.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee

("NRC") of your Board has formulated a NRC Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company. The remuneration paid to the Directors is in line with the NRC Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the NRC Policy of your Company.

The detailed policy is available on the Companys website https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies

Disclosures u/s 197(12) of the Companies Act, 2013

Sr. No.	Particulars	Responses
1.	The ratio of the remuneration of each Director to the median remuneration of the employees of the	36.92%
	Company for the financial year.
2.	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive
	Officer, Company Secretary or Manager, if any, in the financial year:
	a) Mr. Pankaj Bajaj (Chairman cum Managing Director)	14.29%
	b) Mr. Kapil Saluja (Chief Financial Officer)	20.62%
	c) Ms. Chandni Vij (Company Secretary)	19.76%
3.	The percentage increase in the median remuneration of employees in the financial year.	16.91%
4.	The number of permanent employees on the rolls of Company.	54
5.	Average percentile increase already made in the salaries of employees other than the managerial	-
	personnel in the last financial year and its comparison with the percentile increase in the managerial
	remuneration and justification thereof and point out if there are any exceptional circumstances for
	increase in the managerial remuneration.

During the financial year under review, none of the Companys employees was in receipt of remuneration as specified under Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence no particulars are required to be disclosed in this Report. The names of the top ten employees in terms of remuneration drawn are available for inspection by the Members on request at the Registered Office of the Company during business hours (between 11:00 a.m. to 01:00 p.m.) on any working day of the Company upto the date of the AGM. Any Member desirous of obtaining a copy of the said statement may write to the Company Secretary at chandni@ eldecohousing.co.in

SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE

During the financial year 2023-24, there was no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company.

Authorized Share Capital

As on March 31, 2024, the Authorized Share Capital of the Company stood at 45,55,00,000/- (Rupees Forty Five Crore Fifty Five Lakhs) divided into 14,02,50,000 (Fourteen Crore Two Lakhs Fifty Thousand) Equity Shares of 2/- each and 1,75,00,000 (One Crore Seventy Five Lakhs) Preference shares of 10/- each.

Paid- up Share Capital

As on March 31, 2024, the Issued, Subscribed and Paid-Up Equity Share Capital of the Company stood at 1,96,66,000/- (Rupees One Crore Ninety Six Lakhs Sixty Six Thousand) divided into 98,33,000 (Ninety Eight Lakhs Thirty Three Thousand) Equity Shares of 2/- each.

Employees Stock Option Scheme

During the year under review, no Employees Stock Option scheme exists in the Company.

Further, the Company has neither issued any shares with differential voting rights nor any sweat equity shares.

As on March 31, 2024, none of the Directors of the Company held shares or convertible instruments of the Company except Mr. Pankaj Bajaj, Chairman cum Managing Director of the Company who holds 33,74,735 (34.32%) Equity Shares of the Company.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL

There was no change in the composition of the Board of Directors and the Key Managerial Personnel during the year under review. As on March 31, 2024, the Board of Directors comprises of 6 (Six) directors which includes 1 (One) Chairman cum Managing Director, 5 (Five) Non-Executive Directors out of which 4 (Four) are Independent Directors amongst them 1 (One) being a Woman Director.

a) Directors

Mr. Anil Tewari (DIN: 02132374), Mr. Ranjit Khattar (DIN: 00726997) & Mr. Ashish Jain (DIN: 00483052) shall cease to be Independent Directors of the Company with effect from the conclusion of the 39^th AGM scheduled to be held on Thursday, September 19, 2024, consequent upon completion of their tenure of 2 (Two) consecutive terms of 5 (Five) years each as Independent Director. The Board places on record its appreciation for the guidance and support provided by them during their association with the Company.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board, Mr. Ajay Mehra (DIN: 00022010), Mr. Harendra Kumar Jaggi (DIN: 06601383)

& Mr. Pawan Kumar Dhawan (DIN: 07327568) shall be appointed as Non-Executive Independent Directors of the Company for a consecutive period of 5 (Five) years with effect from the conclusion of the 39^th AGM scheduled to be held on Thursday, September 19, 2024 till the conclusion of the 44^th AGM scheduled to be held in the year 2029, subject to approval of the Members at the ensuing AGM of the Company.

The Company has received requisite notice in writing from a Member of the Company proposing their candidature as Director of the Company.

In accordance with the provisions of Section 152(6) and other applicable provisions, if any, of the Act, Mr. Shrikant Jajodia (DIN: 00602511), Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, has proposed the re-appointment of Mr. Jajodia for approval of the Members at the ensuing AGM of the Company.

Brief profile and other details relating to the Directors who are to be appointed/re-appointed as stipulated under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of the AGM forming part of this Annual Report.

Further, pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations and also none of the Directors of the Company are disqualified under Section 164(2) of the Act. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Directors and Senior Management Personnel.

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

All Directors have affirmed that they are not debarred from holding the office of a Director by virtue of any SEBI order or any other such Authority. Further, Independent Directors have successfully registered themselves in the Independent Directors data bank maintained by Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in the Report on Corporate Governance forming part of this Annual Report. b) Key Managerial Personnel

Mr. Pankaj Bajaj, Chairman cum Managing Director, Ms. Chandni Vij, Company Secretary and Compliance Officer and Mr. Kapil Saluja, Chief Financial Officer of the Company continue to be the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS RESPONSIBILIT Y STATEMENT

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors, to the best of their knowledge and belief confirm that:

a. In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b. The Directors had selected such accounting policies and applied them consistently and made judgements 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, 2024 and of the profits of the Company for the year ended on that date;

c. Proper and sufficient care was taken 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. The Annual Accounts of the Company have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS & THEIR REPORTS a) Statutory Auditors

The Members at the Thirty Seventh (37^th) AGM of the Company held on September 28, 2022 approved the appointment of M/s Doogar & Associates, Chartered Accountants (Firm Registration Number: 000561N), as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the Thirty Seventh (37^th) AGM till the conclusion of the Forty Second (42^nd) AGM to be held in the year 2027.

The requirement to place the matter relating to ratification of appointment of auditors by the Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018.

The Report given by M/s Doogar & Associates, Chartered Accountants on the financial statements of the Company for the financial year ended March 31, 2024 is a part of this Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on the Financial Statements and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and therefore do not call for any further comments.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time) and Regulation 24A of the SEBI Listing Regulations, the Company has re-appointed M/s R K Tandon & Associates (Firm Registration No. P2001UP072500), Practicing Company Secretaries and Corporate Consultants represented by Mr. R. K. Tandon (Membership No.: FCS 672; CP No.: 3556), to undertake secretarial audit of the Company. Accordingly, Secretarial Audit Report for the financial year ended March 31, 2024 given by the Secretarial Auditor of the Company in prescribed Form MR-3 forms part to this report as "Annexure-B".

Also, the Secretarial Audit Report for FY 2023-2024 in Form MR-3 in respect of Omni Farms Private Limited, the material unlisted subsidiary of the Company, forms part of this report as "Annexure-C".

The said reports are self-explanatory and do not contain any adverse observation or qualification.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s R K Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R K Tandon (Membership No.: FCS 672; CP No.: 3556) on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued thereunder and the same has been submitted with the Stock Exchanges within the prescribed due date.

c) Internal Auditor

M/s Seth & Associates, Chartered Accountants (Firm Registration Number: 001167C) represented by Mr. Dhruv Seth (Membership No. 404028) have carried out internal audit for the financial year 2023-2024. The Board of Directors at their meeting held on May 16, 2024 have re-appointed M/s Seth & Associates, Chartered Accountants, Lucknow as the Internal Auditors of the Company for the Financial Year 2024-2025.

The Internal Audit Reports were placed before the Audit Committee and the Board of Directors at periodic intervals.

d) Cost Auditor

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act for the financial year ended March 31, 2024.

The Cost Audit Report for the financial year ended March 31, 2024 is under the process of finalization and shall be filed with the Central Government within the prescribed time limit.

Pursuant to Section 148 of the Companies Act, the Board of Directors of the Company has in its Meeting held on August 23, 2024 and based on the recommendation of the Audit Committee, re-appointed M/s Paliwal & Associates (FRN: 000368) as Cost Auditors of the Company for the financial year 2024-25 to carry out an audit of cost records of the Company.

As required under the Act, the remuneration payable to Cost Auditors must be placed before the Members at a general meeting for ratification. Hence, a resolution for the same forms part of the Notice of the ensuing AGM.

e) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors, Internal Auditors and Cost Auditors have not reported any instances of frauds committed by the Company, by its Officers or Employees to the Board or Audit Committee under Section 143(12) of the Act.

SUBSIDIARY COMPANIES

As on March 31, 2024, the Company has 40 wholly owned subsidiaries and there has been no material change in the nature of the business of the subsidiaries.

A separate statement containing the salient features of financial statements of the subsidiary Companies in Form No. AOC-1 forms a part of the Consolidated Financial Statements (CFS) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended.

The said Form also highlights the financial performance of each of the subsidiaries, included in the CFS of the Company, pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with the provisions of Section 136 of the Act, the financial statements of the subsidiaries are available for inspection by the Members on request at the Registered Office of the Company during business hours (between 11:00 a.m. to 01:00 p.m.) on any working day of the Company upto the date of the AGM. Any Member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at chandni@eldecohousing.co.in

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements and separate audited Financial Statements in respect of subsidiary Companies are available on the website of the Company at https://www. eldecogroup.com/investor/eldeco-housing-industries-ltd/investor-relations/financial-information/subsidiary-financials/

As on date of this Report, following are the subsidiaries of
the Company:
1.	Aaj Constructions Private Limited
2.	Artistry Construction Private Limited
3.	Ascendancy Constructions Private Limited
4.	Carnation Realtors Private Limited
5.	Cascade Constructions Private Limited
6.	Conception Realtors Private Limited
7.	Conviction Constructions Private Limited
8.	Deepjyoti Constructions Private Limited
9.	Dua Constructions Private Limited
10.	Eco World Properties Private Limited
11.	Eldeco Inception Buildtech Private Limited*
12.	Eldeco Prosper Constructions Private Limited**
13.	Erudite Constructions Private Limited
14.	Facility Constructions Private Limited
15.	Flourish Constructions Private Limited
16.	Frozen Constructions Private Limited
17.	Garv Constructions Private Limited
18.	Heather Buildcon Private Limited
19.	Iris Realtors Private Limited
20.	Khwahish Constructions Private Limited
21.	Miraculous Properties Private Limited
22.	Neo Realtors Private Limited
23.	Neptune Infracon Private Limited
24.	Numerous Constructions Private Limited
25.	Omni Farms Private Limited
26.	Placate Constructions Private Limited
27.	Primacy Constructions Private Limited
28.	Proficiency Real Estate Private Limited
29.	Samarpit Constructions Private Limited
30.	Shivaye Constructions Private Limited
31.	Spring Greens Realty Private Limited
32.	Suniyojit Constructions Private Limited
33.	Supremacy Builders Private Limited
34.	Sushobhit Constructions Private Limited
35.	Swarajya Builders Private Limited
36.	Swarg Constructions Private Limited
37.	Swabhiman Buildtech Limited
38.	Turbo Realtors Private Limited
39.	Utsav Constructions Private Limited
40.	Yojna Constructions Private Limited

*Name of the Company has been changed from "Inception Buildtech Private Limited" to "Eldeco Inception Buildtech Private Limited" w.e.f. November 01, 2023.

**Name of the Company has been changed from "Prosper Constructions Private Limited" to "Eldeco Prosper Constructions Private Limited" w.e.f. July 12, 2024.

Material Subsidiaries

As at March 31, 2024, the Company has 1 (One) Material Subsidiary. Omni Farms Private Limited, a wholly owned subsidiary of the Company is a material subsidiary of the Company under Regulation 16(1)(c) of the SEBI Listing Regulations. Your Company has formulated a policy for determining material subsidiaries. The policy is available on the Companys website at https://www.eldecogroup. com/investor/eldeco-housing-industries-ltd/corporate-governance/policies.

STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2024, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statements has been prepared in accordance with IND AS and relevant provisions of the Act based on the financial statements received from subsidiaries as approved by their respective Board of Directors.

In accordance with the provisions of the Act and Regulation 33 of the SEBI Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2023-2024, together with the Auditors Report, forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ffCSRff

As per the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a CSR Committee and the Board has approved the CSR Policy based on the recommendation of the CSR Committee. The Policy is available on the website of the Company at https:// www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies . The Policy is also reviewed by the Board on time-to-time basis.

Annual Report on CSR activities during the year under review as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is attached as "Annexure-D". The terms of reference of the CSR Committee is provided in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year ended March 31, 2024 as stipulated under Regulation 34(2) read with Schedule V of the SEBI Listing Regulations, with detailed review of operations, performance and future outlook has been separately furnished in the Annual Report and forms a part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the SEBI Listing Regulations forms a part of this Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to the SEBI Listing Regulations and applicable provisions of the Act forms part of the Corporate Governance Report.

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

The Company has received order from the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi dated August 8, 2024 in respect of the shifting of Registered Office of the Company from the State of Uttar Pradesh to the State of Haryana. The Company has filed the order in Form INC-28 with the Competent Authority. "Certificate of Registration of Regional Director of Change of State" is yet to be received from the Authority.

No other significant and material orders have been passed by any Regulator or Court, which can have an impact on the going concern status and the Companys operations in future.

ANY PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, ffff

There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review which materially impact the business of the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. The Companys internal control systems commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls. Details on the Internal Financial Controls of the Company forms part of the Management Discussion and Analysis Report forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and Whistle Blower Policy as per the provisions of Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

The said Policy has been shared with all the concerned and has also been placed on the website of the

Company at https://www.eldecogroup.com/investor/ eldeco-housing-industries-ltd/corporate-governance/ policies

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ffPREVENTION, PROHIBITION AND REDRESSAL ACT,

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Companys process ensures complete anonymity and confidentiality of information. The below table provides details of complaints received/disposed during the financial year 2023-2024.

Number of complaints filed during the	Nil
financial year
Number of complaints disposed of during the	Nil
financial year
Number of complaints pending as on end of	Nil
the financial year

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Board confirms that, pursuant to the provisions of Section 118 (10) of the Act, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") as amended from time to time.

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

There were no instances of one-time settlement with any bank or financial institution during the financial year under review.

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

Pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are given as under:

1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

2. Technology Absorption: The Company is taking advantageofthelatestdevelopmentsandadvancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/know how was purchased. The Company has not incurred any R & D expenditure during the year.

3. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future, as well.

4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.

LISTING FEES

The equity shares of the Company are presently listed at BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company has paid the listing fees of both BSE and NSE for the financial year 2024-2025.

OTHER DISCLOSURES UNDER THE COMPANIES ACT, a) Extracts of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Act, the Annual Return of the Company as at March 31, 2024 is available on the website of the Company athttps://www.eldecogroup.com/investor/ eldeco-housing-industries-ltd/investor-relations/ reports-and-presentations/annual-returns By virtue of amendment to Section 92(3) of the Act, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Directors Report.

b) Meetings of the Board

During the year under review, the Board of Directors duly met 6 (Six) times in accordance with the provisions of the Act and Rules made thereunder. The Notice and agenda of the meeting were circulated to the Members of the Board well in advance along with necessary documents, reports, recommendations etc. so that each Board member can actively participate on agenda items during the meetings. The details of Board and Committee Meetings and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

Additionally, on February 09, 2024, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act and the provisions of the SEBI Listing Regulations.

c) Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board, function according to their respective roles and defined scope:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

d) Audit Committee

The Board has constituted an Audit Committee, which comprises of Mr. Anil Tewari as the Chairman and Mr. Pankaj Bajaj, Mr. Ranjit Khattar and Mr. Ashish Jain as the Members. The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such meetings are given in the Report on Corporate Governance, which forms a part of this Annual report. The recommendations made by the Audit Committee were accepted by the Board.

e) Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://www.eldecogroup. com/investor/eldeco-housing-industries-ltd/corporate-governance/policies . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All related party transactions entered during the year were approved by the Audit Committee and were in ordinary course of the business and at arms length basis. None of the transactions with any of related parties were in conflict with the Companys interest. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the financial year 2023-2024 and hence does not form part of this Report.

Details of related party transactions entered into by the Company, in terms of IND AS 24 have been disclosed in notes to the Standalone & Consolidated Financial Statements forming a part of this Annual Report.

f) Particulars of Loans, Guarantees and Investments

The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Pursuant to the provisions of Section 186 of the Act, the particulars of Loans, Guarantees and Investments made by the Company during the year under review, are given in the notes forming part of the Financial Statements.

g) Compliance Certificate

In accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, the certificate, as prescribed, has been obtained from Mr. Pankaj Bajaj, Chairman cum Managing Director and Mr. Kapil Saluja, Chief Financial Officer, for the financial year 2023-2024 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as "Annexure-G" and forms part of the Corporate Governance Report.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for the co-operation and assistance received from the Companys Bankers, Regulatory Bodies and Stakeholders including other business associates who have extended their valuable sustained support and encouragement during the year under review.

The Board of Directors also places on record its sincere appreciation for the dedicated services by the employees of the Company at all levels and the constructive co-operation extended by them.

	For and on behalf of the Board
	Eldeco Housing and Industries Limited
	Pankaj Bajaj
Date: August 23, 2024	Chairman cum Managing Director
Place: New Delhi	DIN: 00024735