eldeco housing industries ltd Directors report


To

The Members,

Eldeco Housing and Industries Limited

The Board is pleased to present the 38th 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, 2023.

FINANCIAL RESULTS

The Companys performance during the financial year ended March 31, 2023 as compared to the previous financial year ended March 31, 2022 is summarized below:

(Amount in Lakhs)

Particulars

Standalone

Consolidated

1

March 31,2023 March 31, 2022 March

31,2023

March 31, 2022

Revenue from Operations

10,492.44 9,971.13 12,914.11 12,687.59

Other Income

849.95 809.90 1,150.62 1,029.45

Total Income

11,342.39 10,781.03 14,064.73 13,717.03

Expenses

Cost of material consumed, construction and other related project cost

8,534.92 5,137.54 11,054.98 7,273.40

Changes in inventories of finished goods, project in progress

(4,317.39) (1,998.23) (5,487.81) (2,403.75)

Employee benefit Expenses

772.29 578.00 772.29 578.00

Finance cost

150.13 95.04 166.40 101.69

Depreciation and amortization Expenses

67.03 66.06 67.93 67.24

Other expenses

1,284.12 1,120.43 1,458.33 1,274.72

Total Expenses

6,491.10 4,998.55 8,032.11 6,891.29

Profit before Tax

4,851.30 5,782.48 6,032.62 6,825.75

Tax Expenses:

Current Tax

1,266.35 1,464.48 1,569.25 1,737.44

Deferred Tax

24.31 25.32 27.29 32.45

Earlier year Taxes

- - (0.54) (24.08)

Total Tax Expenses

1,290.66 1,489.80 1,596.01 1,745.81

Profit after Tax

3,560.63 4,292.68 4,436.62 5,079.94

Total comprehensive income for the year

3,565.32 4,292.88 4,441.31 5,083.79

FINANCIAL PERFORMANCE

During the year under review, your Companys consolidated revenue stood at R 14,064.73 Lakhs including other income of R 1,150.62 Lakhs as compared to total revenue of R 13,717.03 Lakhs including other income of R 1,029.45 Lakhs during the previous financial year ended March 31, 2022. As at March 31, 2023, profit after-tax stood at R 4,436.62 Lakhs as compared to the previous financial year ending March 31, 2022, profit after tax at R5,079.94 Lakhs.

Further on standalone basis, the total revenue stood at R 11,342.39 Lakhs including other income of R 849.95 Lakhs as compared to total revenue of R 10,781.03 Lakhs including other income of R 809.90 Lakhs during the previous financial year ended March 31, 2022. As at March 31,2023, profit after tax stood at R 3,560.63 Lakhs as compared to the profit of previous financial year ended March 31,2022 amounting to R 4,292.68 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 15, 2023 have recommended final dividend at the rate of R 8/- (@ 400%) per equity share of the face value of R 2/- each fully paid up for the financial year ended March 31, 2023. 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 Friday, September 22, 2023 will be paid to those Members whose names appear in the Register of Members as on the Record date i.e. Friday, September 15,2023 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.

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 the 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 along ("RTA") with a photocopy of a cancelled cheque and self-attested copy of PAN card. 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 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 an annual 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 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.

Corporate Overview

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 from different backgrounds bring about different complementarities and deli durations in the Board and Committee Meetings are enriched by such diversity and complementarities. The Board Evaluation Policy is available on the Companys website at https://www.eldecogroup.com/investor/eldeco- housing-industries-ltd/corporate-governance/policies

MATERIAL CHANGES AND COMMITMENT

During the year under review, following material change took place:

1) Listing of equity shares of the Company on National Stock Exchange of India Limited

The Equity Shares of the Company got listed on National Stock Exchange of India Limited ("NSE") and were admitted to dealings on the Exchange w.e.f. Tuesday, April 12, 2022 as per the details given below:

Description of Securities

Symbol Series No. of Securities

Equity shares of R 2/- each fully paid up

ELDEHSG EQ 98,33,000

NSE is the largest exchange in the Country in terms of trading volumes. Listing at NSE shall provide more visibility to the Company and better reach.

Except as disclosed elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company which 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 FUND AND UNPAID/UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") and relevant circulars and amendments, 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 Year2022-2023, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2014-15 of R 1,60,324/- (Rupees One Lakh Sixty Thousand Three Hundred and Twenty Four). Further 3000 (Three Thousand) equity shares of R 2/- each 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 atwww.eldecogroup.com .

The Company has also transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2015-16 of R 6,01,430/- (Rupees Six Lakhs One Thousand Four Hundred and Thirty). Further 4630 (Four Thousand Six Hundred and Thirty) equity shares of R 2/- each were transferred to IEPF as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years.

Any Member whose dividend entitlements and/or shares are transferred to IEPF can claim their dividends/shares by making an online application in Form EPF-5 available on www.iepf.gov.in .

Details of the Nodal Officer for the purpose of coordinating with IEPF Authority

Name

: Ms. Chandni Vij, Company Secretary

Email

: chandn if fielded co housing.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 Claiming Last Date for Transfer to IEPF

31.03.2017(lnterirn)

125% 14.02.2017 23.03.2024 22.04.2024

31.03.201S (Final)

125% 2S.09.201S 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 2S.10.202S 2S.11.202S

31.03.2022 (Final)

400% 28.09.2022 31.10.2029 30.11.2029

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-undaimed-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 yea r 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 Nomination and Remuneration 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.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination and Remuneration 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

S. No. Particulars

Responses

1. The ratio/percentage of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.

27.25%

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)

16.67%

b) Mr. Kapil Saluja (Chief Financial Officer)

45.66%

o) Ms. Chandni Vij (Company Secretary)

34.24%

3. The percentage increase in the median remuneration of employees in the financial year.

16.96%

4. The number of permanent employees on the rolls of Company.

50

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 am to 01:00 p.m.) on any working day of the Company up to the date of the AGM. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at chandni@eldecohousing.co.in

SHARE CAPITAL

During the financial year 2022-23, there was no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company. As on March 31,2023, the Company is having Authorized Share Capital of R 45,55,00,000/- divided into 14,02,50,000 Equity Shares of R 2/- each and 1,75,00,000 Preference shares of R 10/- each. The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on March 31, 2023 is R 1,96,66,000/- divided into 98,33,000 Equity Shares of R 2/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2023, 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 Equity Shares of the Company.

DEPOSITS

During the year under review, the 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 Board of Directors and the Key Managerial Personnel during the year under review.

a) Directors

In accordance with the provisions of Section 152 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 based on the recommendation of Nomination and Remuneration Committee, has proposed the re-appointment for approval of the Members at the ensuing AGM of the Company.

Brief profile and other information of the Director seeking reappointment along with the other details as stipulated under the SEBI Listing Regulations are provided in the Notice of the AGM forming part of this Annual Report.

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 there under and Regulation 16(l)(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.

Corporate Overview

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 are 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 RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief confirm that:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable accounting standards have 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 judgments and estimates that are reasonable and prudent so as to give a true and Fairview of the state of affairs of the Company as at March 31, 2023 and of the profits of the Company for the year ended on that date;

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

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 (37th) 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 Thirty Seventh (37th) AGM till the conclusion of the Forty Second (42nd) AGM to be held in theyear2027.

The Report given by M/s Doogar & Associates, Chartered Accountants on the financial statements of the Company of 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

M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. F672; CP No. 3556) have carried out secretarial audit forthe financial yea r2022-2023. The Board of Directors at their meeting held on May 15, 2023 have re-appointed M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. F672; CP No. 3556) as the Secretarial Auditors of the Company for the Financial Year 2023-2024.

As required under the provisions of Section 204 of the Act and pursuant to Regulation 24A of the SEBI Listing Regulations, the report in respect of the Secretarial Audit for FY 2022-23 carried out by M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. FCS F672; CP No. 3556), in Form MR-3 forms part to this report as "Annexure-B". Also, the Secretarial Audit Report for FY 2022-2023 in Form MR-3 in respect of Omni Farms Private Limited, the material unlisted subsidiary of your 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 F672; CP No. 3556) on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued there under 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 2022-2023. The Board of Directors at their meeting held on May 15, 2023 have re-appointed M/s Seth & Associates, Chartered Accountants, Lucknow as the Internal Auditors of the Company for the Financial Year 2023-2024.

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 subsection (1) of Section 148 of the Act for the financial year ended March 31, 2023.

Pursuant to Section 148 of the Act, the Board of Directors of the Company has in its Meeting held on August 3, 2023 and based on the recommendation of the Audit Committee, re-appointed M/s Paliwal & Associates (FRN: 0000368) as Cost Auditors of the Company for the financial year 2023-24 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.

The Cost Audit Report for the financial year ended March 31, 2023 is under finalization and shall be filed with the Central Government within the prescribed time limit.

e) Reporting of Frauds by Auditors

During the year under review, the Auditors have not reported any instances of frauds committed by the Company, by its Officers or Employees to the Board or And it Committee under Section 143(12) of the Act.

SUBSIDIARY COMPANIES

As on March 31, 2023, the Company has 40 wholly owned subsidiaries and there has been no material change in the nature of the business of the subsidiaries.

The following wholly owned Subsidiaries were incorporated during the year 2022-2023:

1) Conception Realtors Private Limited- Incorporated w.e.f. June 30, 2022;

2) Miraculous Properties Private Limited- Incorporated w.e.f. June 30, 2022;

3) Supremacy Builders Private Limited- incorporated w.e.f. June 30,2022;

4) Proficiency Real Estate Private Limited- Incorporated w.e.f. July 1,2022;

5) Ascendancy Constructions Private Limited- Incorporated w.e.f. July 5, 2022;

6) Inception Build tech Private Limited- Incorporated w.e.f. July 13,2022.

During the year 2022-2023, Villa Constructions Private Limited, a subsidiary Company of the Company ceased to be a subsidiary with effect from September 22,2022.

Omni Farms Private Limited, a wholly owned subsidiary of the Company is a material subsidiary of the Company under Regulation 16(l)(c) of the SEBI Listing Regulations. The policy for determining material subsidiaries of the Company has been provided at https:// www.eldecogroup.com/investor/eldeco-housing-industries- Itd/corporate-governance/policies.

Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of financial statements of the subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

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

The Company shall make available the Annual Accounts and other related detailed information of the subsidiaries to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiaries shall also be kept open for inspection by the Members at the Registered Office of the Company.

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. Deep jyoti Constructions Private Limited

9. Dua Constructions Private Limited

10. Eco World Properties Private Limited

11. Erudite Constructions Private Limited

12. Facility Constructions Private Limited

13. Flourish Constructions Private Limited

14. Frozen Constructions Private Limited

15. Garv Constructions Private Limited

16. Heather Buildcon Private Limited

17. Inception Buildtech Private Limited

18. Iris Realtors Private Limited

19. Khwahish Constructions Private Limited

20. Miraculous Properties Private Limited

21. Neo Realtors Private Limited

22. Neptune Infracon Private Limited

23. Numerous Constructions Private Limited

24. Omni Farms Private Limited

25. Placate Constructions Private Limited

26. Primacy Constructions Private Limited

27. Proficiency Real Estate Private Limited

28. Prosper Constructions 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

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, 2023, in accordance with the requirements of

Corporate Overview

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 2022-2023, together with the Auditors Report, forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 with detailed review of operations, performance and future outlook, as required under Regulation 34 read with Schedule V to the SEBI Listing Regulations, has been separately furnished in the Annual Report and forms a part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of ndia. The Corporate Governance Report 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 Companies Act forms part of the Corporate Governance Report.

DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS

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

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

INTERNAL FINANCIAL CONTROLS

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. 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(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for its Directors and employees to report concerns about unethical behavior, 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 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. 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 2022-2023.

Number of complaints filed during the financial year

NIL

Number of complaints disposed of during the financial year

NIL

Number of complaints pending as on end of the financial year

NIL

COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, the Board confirms that, 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 are no instances of one time settlement 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 asunder:

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 optimising its usage in all aspects of operations.

2. Technology Absorption: The Company is taking advantage of the latest developments and advancements 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 0utgo 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 listing fees of BSE and NSE for the financial year 2023-2024.

T/ie equity shares of the Company got listed on NSE and were admitted to dealings on the Exchange w.e.f. April 12, 2022.

OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

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, 2023 is available on the website of the Company at https://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 Five (5) times in accordance with the provisions of the Act and Rules made there under. The Notice and agenda of the meeting was 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 13, 2023, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act, and the provisions of the SEB 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

The details pertaining to composition, terms of reference, number of meetings held and attendance thereat for respective Committees have been enumerated in the Corporate Governance Report forming 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 Corporate Governance Report, which forms a part of this Annual report. The recommendations made by the Audit Committee were accepted by th e Boa rd of D i recto rs d u ri n g th e yea r.

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 updated 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

Corporate Overview

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 2022-2023 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, particulars of loans, guarantees and investments made by the Company have been disclosed in the notes to the financial statements.

ACKNOWLEDGEMENT

The Board of Directors 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. Your Directors would also like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Bankers, Financial Institutions, Customers, Employees, Suppliers, other Business Associates and various other stakeholders.

Forand on behalf of the Board Eldeco Housing and Industries Limited

Date: August 3, 2023 Place: New Delhi

Pankaj Bajaj

Chairman cum Managing Director DIN:00024735

"Annexure-B"

SECRETARIAL AUDIT REPORT OF ELDECO HOUSING AND INDUSTRIES LIMITED

Form No. MR-3

Secretarial Audit Report

Forthe financial yearended March 31, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Eldeco Housing and Industries Limited

Eldeco Corporate Chamber-1, 2nd Floor,

Vibhuti Khand (Opp. Mandi Parishad),

Gomti Nagar, Lucknow-226010

CIN NO: L45202UP1985PLC099376 AUTHORISED CAPITAL: R 45,55,00,000/

PAID UP-CAPITAL: R 1,96,66,000/-

We, M/s R KTandon & Associates have conducted the Secretarial Audit from 4th to 10th day of May, 2023 of the compliance of applicable statutory provisions and the adherence to good corporate practices by Eldeco Housing and Industries Limited (hereinafter called the "Company") and for issuing this Report. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Eldeco Housing and Industries Limited for the financial year ended on 31st March, 2023 according to the provisions of:

(1) The Companies Act, 2013 ("the Act") and the Rules made hereunder to the extent applicable and where applicable with regard to:

(a) Maintenance of various statutory registers and documents and making necessary entries therein;

(b) Forms, returns, documents and resolutions required to be filed with the Registrar of Companies, Stock Exchange, EPF or other authorities;

(c) Notice of Board and various Committee meetings of Directors;

(d) Meetings of Board of Directors and all the Committees of Board of Directors and passing of circular resolutions;

(e) Notice dated August 24, 2022 for convening of Annual General Meeting which was held on September 28,2022;

(f) Minutes of the proceedings of the Board Meetings, Committee Meetings and General Meetings;

(g) Constitution of the Board of Directors, Committees of Directors and appointment, retirement and reappointment of Directors including Managing Directors and Executive Directors;

(h) Appointment and remuneration of Statutory & Internal Auditors;

(i) Declaration and payment of dividend;

(j) Transfer of amounts as required under the Act to the investor Education and Protection Fund;

(k) Report of the Board of Directors;

(l) Compliance with the applicable clauses of the Secretarial Standards issued by the Institute of the Company Secretaries of India;

(m) CSR Committee constituted and functioning in accordance with the Section 135 of the Act;

(n) No further Capital was issued during the F.Y. 2022-23;

(o) Generally, all other applicable provisions of the Act and the Rules there under.

(2) The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the Rules made there under.

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under.

(4) The following Regulations and Guidelines prescribed under the

Securities and Exchange Board of India Act, 1992 ("SEBI Act"):

• The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• The Securities and Exchange Board of India (Prohibition of insider Trading) Regulations, 2015;

• The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

(5) Other Applicable Acts:

• National Building Code of India, 2005 & Local Building Bye Laws.

• The Payment of Wages Act, 1936 and Rules made thereunder.

• The Minimum Wages Act, 1948 and Rules made thereunder.

• The Employees State Insurance Act, 1948 and Rules made thereunder.

• The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Rules made there under.

• The Payment of Bonus Act, 1965 and Rules made thereunder.

• The Payment of Gratuity Act, 1972 and Rules made thereunder.

• The Water (Prevention & Control of Pollution) Act, 1974 read with The Water (Prevention & Control of Pollution) Rules, 1975.

• The Transfer of Property Act, 1882.

• The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation & Resettlement Act, 2013.

• The Indian Contract Act, 1872.

• The U.P Zamindari Abolition and Land Reform Act, 1950.

• The Works of Defence Act, 1903.

• The National Highways Authority of India (Amendment) Act, 2013.

• The Forest (Conservation) Act, 1980.

• The Registration Act, 1908.

• The Indian Stamp Act, 1899.

• The Building & Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 & Rules, 1998.

• The Building & Other Construction Workers Welfare Cess Act, 1996.

• The Shops & Establishment Act, 1954.

• The Contract Labour (Regulation & Abolition) Act, 1970.

• The Environment (Protection) Act, 1986.

• The U. P. Apartment (Promotion of Construction, Ownership and Maintenance) Act, 2010.

• The Consumer Protection Act, 2019.

• The Right to Information Act, 2005.

• The Competition Act, 2002.

• The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

• The Maternity Benefit Act, 1961.

• The Air (Prevention & Control of Pollution) Act, 1981

Corporate Overview

We have also examined compliance with the applicable clauses of the following:

• The Secretarial Standards issued by The Institute of Company Secretaries of India.

• The Listing Agreements entered into by the Company with the Stock Exchanges.

COMPLIANCE OF COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014:

The CSR obligation of the Company (2% of the average net profit of the last three years of the Company) for the financial year 2022-23 is amounting to R 1,06,73,909/-. Out of which, the Company had spent R 47,00,000/- towards one time CSR projects and R 10,00,000/- in releasing the first trance of the ongoing CSR projects as identified by the Company as per its Corporate Social Responsibility Policy. The remaining unspent amount of R 49,73,909/- which has been allocated to various ongoing projects has been transferred to the Unspent Corporate Social Responsibility Account maintained with Punjab National Bank pursuant to Section 135 (6) of the Companies Act, 2013 and shall be spent according to the various MOUs entered for the ongoing CSR projects and as per the applicable law.

COMPLIANCE UNDER REAL ESTATES (REGULATION AND DEVELOPMENT) ACT, 2016:

The Company has made compliances of RERA Rules and has registered all its ongoing projects.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

We further report that the Board of the Company is duly constituted with proper balance of Executive Directors & Non Executive Directors and Independent Directors. No changes occurred during the financial year in the composition of the Board of Directors.

Adequate notice is given to all Directors to conduct the Board/ General Meetings as per requirement of Secretarial Standards of the Institute of Company Secretaries of India. Agenda and detailed Notes on Agenda were sent in accordance of Law.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further confirm that the Company is maintaining all records as required under the aforementioned laws.

For R K Tandon & Associates

Date: May 11,2023 (RK Tandon)

Place: Lucknow Partner

M. No. FCS672 CP No. 3556 UDIN: F000672E000290159

Annexure I

To,

The Members,

Eldeco Housing and Industries Limited

Eldeco Corporate Chamber-1, 2nd Floor,

Vibhuti Khand (Opp. Mandi Parishad),

Gomti Nagar, Lucknow-226010

We are pleased to inform that we have conducted the Secretarial Audit of ‘Eldeco Housing and Industries Limited for the

Financial Year 2022-23 which was incorporated on March 6, 1985, and registered under the Companies Act, 1956. In our opinion,

‘Eldeco Housing and Industries Limited has duly complied with the provisions of the applicable laws as and when required. The

records were found to be properly maintained and preserved.

We further declare the following:-

1. Maintenance of the Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance a bout the correctness of the contents of the secretarial and other records.

3. Wherever required, we have obtained information, documents and management views with regard to compliance of various laws applicable on the Company and consequential laws thereof, the explanations and views of Management prima facie confirm compliances.

4. In preparation of the report, we have relied on documents presented before us, disclosures made to us and certificates rendered to us during the conduct of audit.

For Con behalf of R KTandon & Associates

Date: May 11, 2023 (R K Tandon)

Place: Lucknow Partner

Company Secretary in Practice Membership No. F672 CP No. 3556 UDIN: F000672E000290159

"Annexure-C"

SECRETARIAL AUDIT REPORT OF OMNI FARMS PRIVATE LIMITED

(Material Unlisted Subsidiary of the Company)

Form No. MR-3

Secretarial Audit Report

Forthe financial yearended March 31, 2023

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 Rules, 2014)

To,

The Members,

Omni Farms Private Limited

Eldeco Corporate Chamber-1, 2nd Floor,

Vibhuti Khand (Opp. Mandi Parishad),

Gomti Nagar, Lucknow-226010

CIN NO: U74899UP1989PTC133018 5.

AUTHORISED CAPITAL: R 5,00,000/

PAID UP-CAPITAL: R 5,00,000/

We, M/s R KTandon & Associates have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Omni Farms Private Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Omni Farms Private Limited for the financial year ended on 31st March, 2023 according to the provisions of:

(1) The Companies Act, 2013 ("the Act") and the Rules made thereunder.

(2) The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the Rules made thereunder.

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.

(4) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"):

• The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015;

• The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

of the Companies (Appointment and Remuneration Personnel)

¦ The Securities and Exchange Board of India (Prohibition of insider Trading) Regulations, 1992.

¦ The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

OTHER APPLICABLE ACTS:

• National Building Code of India, 2005 & Local Building Bye Laws.

• The Payment of Wages Act, 1936 and Rules made thereunder.

• The Minimum Wages Act, 1948 and Rules made thereunder.

• The Employees State Insurance Act, 1948 and Rules made thereunder.

• The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Rules made thereunder.

• The Payment of Bonus Act, 1965 and Rules made thereunder.

• The Payment of Gratuity Act, 1972 and Rules made thereunder.

• The Water (Prevention & Control of Pollution) Act, 1974 read with The Water (Prevention & Control of Pollution) Rules, 1975

• The Transfer of Property Act, 1882

• The Right to fair Compensation and Transparency in Land Acquisition, Rehabilitation & Resettlement Act, 2013

• The Indian Contract Act, 1872

• The U.P.Zamindari Abolition Land Reform Act, 1950

• The Works of Defence Act, 1903

• The National Highways Authority of India (Amendment) Act, 2013

• The Forest Conservation Act, 1980

• The Registration Act, 1908

• The Indian Stamp Act, 1899

• The Building & Other Construction Workers (Regulation of Employment & Conditions of Since)Act, 1996 & Rules, 1998

• The Building & Other Construction Workers Welfare Cess Act, 1996

• The Shops & Establishment Act, 1954

• The Contract Labour (Regulation & Abolition) Act, 1970

• The Environment Protection Act, 1986

• The U. P. Apartment (Promotion of Construction, Ownership and Maintenance) Act, 2010

• Consumer Protection Act, 1986

• The Right to Information Act, 2005

• The Competition Act, 2002

• The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

• The Maternity Benefit Act, 1961

• The Air (Prevention & Control of Pollution) Act, 1981

We have also examined compliance with the applicable clauses of the following:

• Secretarial Standards issued by The Institute of Company Secretaries of India.

COMPLIANCE OF COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014:

The CSR obligation of the Company (2% of the average net profit of the last three years of the Company) for the financial year 2022-23 is amounting to P 22,29,812/-. Out of which, the Company had spent P 3,00,000/- in releasing the first tranche of the ongoing CSR projects as identified by the Company as per its Corporate Social Responsibility Policy. The remaining unspent amount of P 19,29,812/- which has been allocated to various ongoing CSR projects has been transferred to the Unspent Corporate Social Responsibility Account maintained with Punjab National Bank pursuantto Section 135(6) of the Companies Act, 2013 and shall be spent according to the various MOUs entered for the ongoing CSR projects and as per the applicable law.

COMPLIANCE UNDER REAL ESTATES (REGULATION AND DEVELOPMENT) ACT, 2016:

The Company has made compliances of RERA Rules and has registered all its ongoing projects.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

We further report that the Board of the Company is duly constituted as per the provisions of the Companies Act, 2013. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

Adequate notice is given to all Directors to conduct the Board/ General Meetings as per requirement of Secretarial Standards of the Institute of Company Secretaries of India. Agenda and detailed Notes on Agenda were sent in accordance of Law.

We further report that the rear adequate systems a n d processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further confirm that the Company is maintaining all records as required under the aforementioned laws.

For R K Tandon & Associates

Date: May 11,2023

(R KTandon)

Place: Lucknow

Partner
M. No. FCS672
CP No. 3556
UDIN: F000672E000290335

Annexure I

To,

The Members,

Omni Farms Private Limited

Eldeco Corporate Chamber-1, 2nd Floor,

Vibhuti Khand (Opp. Mandi Parishad),

Gomti Nagar, Lucknow-226010

We are pleased to inform that we have conducted the Secretarial Audit of ‘Omni Farms Private Limited for the Financial Year 2022-23 which was incorporated on 16.02.1989 and registered under the Companies Act, 1956. In our opinion, ‘Omni Farms Private Limited has duly complied with the provisions of the applicable laws as and when required. The records were found to be properly maintained and preserved.

We further declare the following -

1. Maintenance of the Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance a bout the correctness of the contents of the secretarial and other records.

3. Wherever required, we have obtained information, documents and management views with regard to compliance of various laws applicable on the Company and consequential laws thereof, the explanations and views of Management prima facie confirm compliances.

4. In preparation of the report, we have relied on documents presented before us, disclosures made to us and certificates rendered to us during the conduct of audit.

For Con behalf of R K Tandon & Associates

Date: May 11,2023 Place: Lucknow

(R K Tandon)

Partner

Company Secretary in Practice Membership No. F672 CP No. 3556 UDIN: F000672E000290335

"Annexure-D"

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline on CSR Policy of the Company: A brief outline of the Companys CSR policy, including overview of projects or programs proposed to be undertaken is available at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate- governance/policies

2. The Composition of the CSR Committee:

S. No. Name of Director

Designation/Nature of Directorship Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year

1. Mr. Anil Tewari

Chairman 4 4

2. Mr. Pankaj Bajaj

Member 4 4

3. Mr. Shrikant Jajodia

Member 4 4

3. Web-link where composition of CSR Committee, CSR Policy and CSR Project approved by the Board are disclosed on website:

Composition of the CSR committee is shared above and is available on the Companys website at: https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/internal-committees CSR Policy and CSR Projects are available at: https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/csr

4. Executive summary along with web-link of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable

5. (a) Average net profit of the Company as per Section 135(5): R 53,36,95,465/-

(b) Two percent of average net profit of the company as per Section 135(5): R 1,06,73,909/

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: N L

(d) Amount required to be set off for the financial year(if any): NIL

(e) Total CSR obligation for the financial year (5b+5c-5d): R 1,06,73,909/

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): R 57,00,000/

(b) Amount spent in Administrative Overheads: NIL

(c) Amount spent on Impact Assessment, if applicable: NIL

(d) Total amount spent for the Financial Year [6(a)+6(b)+6(c)]: NIL

(e) CSR amount spent or unspent for the financial year: NIL

Total Amount

Amount Unspent (In Rs.)

Spent for the Financial Year (InRs.)

Total amount transferred to Unspent CSR Account as per Section 135(6)

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)

Amount Date of transfer Name of the Fund Amount Date of transfer

57,00,000

49,73,909 27.04.2023 - - -

(f) Excess amount for set-off, if any: NIL

S. No. Particulars

Amount (in f)

(i) Two percent of average net profit of the Company as per Section 135(5)

-

(ii) Total amount spent for the Financial Year

-

(iii) Excess amount spent for the financial year [(ii)-(i)]

-

(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any

-

(v) Amount available for set off in succeeding financial years [(iii)-(iv)]

-

7. (a) Details of Unspent CSR amount for the preceding three financial years:

S. Preceding Amount transferred Amount spent Amount transferred to any fund specified Amount remaining

No. Financial to Unspent CSR in the reporting under Schedule VII as per section 135(6), to be spent in Year Account under Financial Year if any succeeding

Section 135 (6) (In f) (Inf) Name of Amount Date financial years the Fund (inf) of transfer (:n ^

1.

2021-2022 50,60,522 48,60,522 2,00,000

2.

2020-2021 33,67,036 33,67,036 - - -

8. Whether any capital asset have been created or acquired through CSR spent in the financial year: No

9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5): Not Applicable

Anil Tewari

Pankaj Bajaj

independent Director

Chairman cum Managing Director

Chairman of CSR Committee

Member of CSR Committee

DIN:02132374

DIN:00024735