To The Members, Eldeco Housing and Industries Limited
The Board is pleased to present the 41st Annual Report of Eldeco Housing and Industries Limited (the Company) on the business and operations of the Company together with the audited financial statements (standalone & consolidated) for the financial year ended March 31, 2026.
The summary of the Companys financial performance, both on standalone & consolidated basis, for the financial year ended March 31, 2026 as compared to the previous financial year ended March 31, 2025 is given below:
| Particulars | Standalone March 31, 2026 | Standalone March 31, 2025 | Consolidated March 31, 2026 | Consolidated March 31, 2025 |
| Revenue from Operations | 15,354.07 | 12,079.62 | 16,492.87 | 13,394.14 |
| Other Income | 899.04 | 766.08 | 1,078.83 | 975.50 |
| Total Income | 16,253.10 | 12,845.71 | 17,571.70 | 14,369.63 |
| Expenses | ||||
| Cost of material consumed, construction and other related project cost | 13,104.32 | 9,332.92 | 19,760.17 | 18,343.22 |
| Changes in inventories of finished goods, project in progress | (6,948.71) | (3,310.46) | (12,421.87) | (11,014.26) |
| Employee benefit expense | 1,462.08 | 1,086.81 | 1,462.08 | 1,086.81 |
| Finance cost | 313.54 | 427.63 | 314.83 | 427.78 |
| Depreciation and amortisation expense | 83.22 | 82.64 | 84.75 | 83.78 |
| Other expenses | 3,811.42 | 1,784.78 | 4,619.20 | 2,389.58 |
| Total Expenses | 11,825.88 | 9,404.33 | 13,819.15 | 11,316.91 |
| Profit/(Loss) before Tax | 4,427.23 | 3,441.37 | 3,752.55 | 3,052.73 |
| Tax Expenses | ||||
| Current Tax | 1,133.40 | 897.96 | 1,143.21 | 928.08 |
| Deferred Tax | (25.44) | (26.52) | (26.17) | (26.46) |
| Earlier year Taxes | 209.21 | - | 207.21 | 0.27 |
| Total Tax Expenses | 1,317.17 | 871.43 | 1,324.24 | 901.89 |
| Profit/(Loss) for the period | 3,110.06 | 2,569.94 | 2,428.31 | 2,150.84 |
| Total Comprehensive Income for the year | 3,110.68 | 2,566.41 | 2,428.94 | 2,147.31 |
Note: The above figures are extracted from the audited standalone and consolidated financial statements of the Company prepared in accordance with the Indian Accounting Standards (IND AS).
Consolidated Financials During the year under review, the Companys consolidated total revenue stood at ? 17,571.70 lakhs including other income of ? 1,078.83 lakhs as compared to total revenue of ? 14,369.63 lakhs including other income of ? 975.50 lakhs during the previous financial year ended March 31, 2025. As at March 31, 2026, profit after tax stood at ? 2,428.31 lakhs as compared to the profit of the previous financial year ended March 31, 2025, amounting to ? 2,150.84 lakhs.
Standalone Financials During the year under review, on standalone basis, the total revenue stood at ? 16,253.10 lakhs including other income of ? 899.04 lakhs as compared to total revenue of ? 12,845.71 lakhs including other income of ? 766.08 lakhs during the previous financial year ended March 31, 2025. As at March 31, 2026, profit after tax stood at ? 3,110.06 lakhs as compared to the profit of the previous financial year ended March 31, 2025 amounting to ? 2,569.94 lakhs.
The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.
Taking into consideration the performance of the Company and in recognition of the trust in the management by the members of the Company, the Board of Directors at its meeting held on May 25, 2026 have considered and recommended a final dividend @ 450% i.e. ? 9/- per equity share of the face value of ? 2/- each for the financial year ended March 31, 2026 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 the members at the ensuing AGM scheduled to be held on Wednesday, September 23, 2026 will be paid within 30 (thirty) days of the AGM to those members whose names appear in the Register of Members as on the Record date i.e. Wednesday, September 16, 2026 and in respect of shares held in dematerialised 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 (IT Act), by the Finance Act, 2020, dividends paid or distributed by the Company is taxable in the hands of the shareholders. The Company shall, accordingly, make payment of final dividend after deduction of tax at source (TDS) at the prescribed rates as per the IT Act.
The Company has written to the members holding shares in physical form requesting them to furnish details regarding their PAN and also their bank account 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.
Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 (the Act) and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors. The criteria is broadly based on the Guidance Note on Board Evaluation issued by the SEBI.
The Company has a structured assessment process, wherein the Nomination and Remuneration Committee (NRC) of the Company has laid down the process for an effective manner of performance evaluation of the Board, its Committees and the Directors, including the Chairman.
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, effectiveness of board processes and procedures, information and functioning, 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 committees, effectiveness of committee meetings, etc.
The performance of Individual Directors was evaluated on parameters as defined by the Board and the NRC, 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, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated, taking into account the views of Executive and Non-Executive Directors.
The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the performance and effectiveness of the Board, its Committees and Individual Directors.
The Company has received order from the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi dated August 8, 2024 in respect of shifting of the registered office of the Company from the State of Uttar Pradesh to the State of Haryana. Certificate of Registration of Regional Director of Change of State was received on May 26, 2025 from the Authority.
The registered office of the Company has been shifted from Eldeco Corporate Chamber-1, 2nd Floor, Vibhuti Khand (Opp. Mandi Parishad), Gomti Nagar, Lucknow, Uttar Pradesh-226010 to Shop No. S-16, Second Floor, Eldeco Station-1, Site No.-1, Sector-12, Faridabad, Haryana-121007. New Corporate Identification Number has been allotted to the Company i.e. L45202HR1985PLC132536.
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.
Pursuant to the provisions of Section 124, 125 and other applicable provisions, if any, of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the amount of dividend remaining unclaimed/unpaid for a period of 7 (seven) consecutive years from the date of transfer to the Unpaid Dividend Account of the Company is liable to be transferred to the Investor Education Protection Fund (IEPF). Accordingly, during the FY 2025-2026, the Company has transferred ? 3,57,312.50/- (Rupees Three Lakh Fifty Seven Thousand Three Hundred Twelve and Fifty paisa only), the dividend amount remaining unclaimed in respect of dividend declared in the financial year ended March 31, 2018, has been transferred to the IEPF Authority.
Further, in terms of Section 124(6) of the Act, read with the IEPF Rules, all the shares in respect of which dividend has remained unpaid/unclaimed for 7 (seven) consecutive years or more from the date of transfer to the Unpaid Dividend Account are required to be transferred to the demat account of the IEPF Authority. Accordingly, 12,210 (Twelve Thousand Two Hundred and Ten) equity shares in respect of which dividends were declared in the financial year ended March 31, 2018 and remained unclaimed for a continuous period of 7 (seven) years has been transferred to the demat account of the IEPF Authority.
The Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company and details of shares transferred to the IEPF Authority which can be accessed at https://www.eldecogroup.com/investor/eldecohousing-industries-ltd/investor-relations/stock-information/unpaid-and-unclaimed-dividend.
Members can claim their dividend entitlements and/or shares transferred to IEPF from the IEPF Authority by following the required procedure.
Details of the Nodal Officer for the purpose of co-ordinating with the IEPF Authority:
| Name: | Ms. Chandni Vij |
| Email ID: | chandni@eldecohousing.co.in |
| Contact No.: | 0522-4039999 |
| Address: | Eldeco Corporate Chamber-1, 2nd Floor, Vibhuti Khand (Opp. Mandi Parishad) Gomti Nagar, Lucknow, U.P.-226010 |
Dividends due for transfer to IEPF Details of dividends that are due for transfer to IEPF for the next 7 (seven) years on their respective due dates, are mentioned b elow:
| Financial year ended | Rate (%) | Dividend per share ( \u20b9 ) | Date of declaration | Last date for claiming | Due date for transfer |
| 31.03.2019 (Final) | 175 | 17.50 | 27.09.2019 | 03.11.2026 | 03.12.2026 |
| 31.03.2020 (Interim) | 175 | 17.50 | 03.03.2020 | 03.04.2027 | 03.05.2027 |
| 31.03.2021 (Final) | 400 | 40.00 | 22.09.2021 | 28.10.2028 | 28.11.2028 |
| 31.03.2022 (Final) | 400 | 8.00 | 28.09.2022 | 31.10.2029 | 30.11.2029 |
| 31.03.2023 (Final) | 400 | 8.00 | 22.09.2023 | 25.10.2030 | 24.11.2030 |
| 31.03.2024 (Final) | 400 | 8.00 | 19.09.2024 | 22.10.2031 | 21.11.2031 |
| 31.03.2025 (Final) | 450 | 9.00 | 25.09.2025 | 27.10.2032 | 26.11.2032 |
The details of unpaid and unclaimed amounts lying with the Company can be viewed at https://www.eldecogroup.com/investor/eldecoc-housing-industries-ltd/investor-relations/stock-information/unpaid-and-unclaimed-dividend.
The Company is primarily engaged in the activity of Real Estate Development. There was no change in the nature of the business of the Company, during the year under review.
The Board has decided not to transfer any amount to the reserves for the year under review.
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.
Pursuant to the provisions of Section 178(3) of the Act and Schedule II Part D of the SEBI Listing Regulations, the Company has framed a Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel (KMPs), Senior Management and other employees of the Company.
The Nomination and Remuneration Policy lays down the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of Directors (Executive and Non-Executive) and also governs the remuneration framework for Directors, KMPs, Senior Management and other employees of the Company. The remuneration paid is in line with the Nomination and Remuneration 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 thereof for the time being in force).
The Directors affirm that all the appointments & re-appointments and remuneration paid to the Directors, KMPs, Senior Management and other employees were made in accordance with the said Policy.
The detailed policy is available on the website of the Company at https://www.eldecogroup.com/investor/eldecoc-housing-industries-ltd/corporate-governance/policies.
Disclosure under Section 197(12) of the Companies Act, 2013
| S. No. | Particulars | Responses |
| 1. | The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. | 56.72% |
| 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) 25.00% b) Mr. Kapil Saluja (Chief Financial Officer) 21.74% c) Ms. Chandni Vij (Company Secretary) 14.95% |
| 3. | The percentage increase in the median remuneration of employees in the financial year. | 5.44% |
| 4. | The number of permanent employees on the rolls of Company. | 85 |
| 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 1:00 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@eldecobousing.co.in.
During the financial year 2025-2026, there was no change in the Authorised, Issued, Subscribed and Paid-up share capital of the Company.
Authorised Share Capital As on March 31, 2026, the Authorised 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, 2026, 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, 2026, 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.
During the year under review, the Company has 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 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
(a) Board of Directors As on March 31, 2026, the Company has 6 (six) Directors with an optimum combination of Executive and Non-Executive Directors including one Woman Director. The Board comprises of 1 (one) Chairman cum Managing Director and 5 (five) Non-Executive Directors, out of which 3 (three) are Independent Directors. The details of Board and Committee composition, tenure of directors and other details are available in the Corporate Governance Report, which forms part of this Annual Report.
Change in Directorate
(i) Appointment of Non-Executive Director During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Archana Tripathi (DIN: 11253589) as a Non-Executive Director of the Company, liable to retire by rotation, to hold office from the conclusion of the 40th AGM of the Company. The appointment was subsequently approved by the shareholders of the Company by way of Special Resolution passed with requisite majority in the 40th AGM of the Company held on September 25, 2025.
In the opinion of the Board, the Director possesses the requisite qualifications, experience, and expertise and hold high standards of integrity.
(ii) Re-appointment of Director a) In accordance with the provisions of Section 152(6) of the Act and other applicable provisions, if any, and the Articles of Association of the Company, Mr. Shrikant Jajodia (DIN: 00602511), Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Based on the recommendation of the NRC, the Board of Directors has recommended his re-appointment for the approval of the members at the ensuing AGM.
In compliance with Regulation 36(3) of the SEBI Listing Regulations and other applicable provisions of the Act and Secretarial Standards issued by the ICSI, the brief profile and other requisite details of the Director seeking re-appointment is provided in Annexure-A attached to the Notice convening the ensuing AGM.
b) During the year under review, based on the recommendation of the NRC, the Board of Directors re-appointed Mr. Pankaj Bajaj (DIN: 00024735) as the Chairman cum Managing Director of the Company for a further period of 5 (five) years with effect from May 14, 2026. The re-appointment was subsequently approved by the shareholders of the Company by way of Special Resolution passed with requisite majority in the 40th AGM of the Company held on September 25, 2025.
(iii) Retirement of Directors Ms. Rupali Chopra (DIN: 07168858) retired as an Independent Director of the Company with effect from the conclusion of the 40th AGM held on September 25, 2025, upon completion of her tenure of 2 (two) consecutive terms of 5 (five) years each as Independent Director.
The Board places on record its sincere appreciation for the valuable guidance and contribution made by Ms. Chopra during her tenure with the Company.
Apart from the above, there has been no change in the Directors.
(iv) Declaration from Independent Directors The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and are independent from the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Directors and Senior Management Personnel. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also 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. None of the Directors of the Company are disqualified under Section 164(2) of the Act.
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 Pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2026:
| S. No. | Name of the KMP | Designation |
| 1. | Mr. Pankaj Bajaj | Chairman cum Managing Director |
| 2. | Mr. Kapil Saluja | Chief Financial Officer |
| 3. | Ms. Chandni Vij | Company Secretary |
During the year under review, there have been no changes in the KMPs of the Company.
Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors, to the best of their knowledge and ability, hereby confirm that:
a. In the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable; b. The Directors have 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, 2026 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 Directors have prepared the Annual Accounts of the Company on a going concern basis; e. The Directors have laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
a) Statutory Auditors M/s Doogar & Associates, Chartered Accountants (Firm Registration Number: 000561N), were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, commencing from the conclusion of the 37th AGM until the conclusion of the 42nd AGM of the Company to be held in the year 2027, at such remuneration as determined by the Board of Directors in consultation with the Statutory Auditors, in addition to reimbursement of out-of-pocket expenses and applicable taxes.
The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of the Company.
The Notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.
The Report given by M/s Doogar & Associates, Chartered Accountants on the financial statements of the Company for the financial year ended March 31, 2026 forms a part of this Annual Report.
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 and Regulation 24A(1) of the SEBI Listing Regulations, M/s R K Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Mem. No.: F672 & COP No.: 3556) was appointed as the Secretarial Auditors of the Company for a term of 5 (five) consecutive financial years, to hold office commencing from April 1, 2025 upto March 31, 2030 at the 40th AGM of the Company held on September 25, 2025 to undertake the Secretarial audit of the Company for the financial year ended March 31, 2026.
The Secretarial Audit Report for the financial year ended March 31, 2026 in the prescribed form MR-3, is annexed to this Annual Report as Annexure-B.
The Secretarial Audit Report of Omni Farms Private Limited (material unlisted wholly-owned subsidiary Company in India) issued by the Secretarial Auditor in the prescribed form MR-3 is enclosed as Annexure-C to this Annual Report.
Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2025-2026 issued by the Secretarial Auditor has been submitted to the Stock Exchanges within the prescribed due date.
The said Reports are self-explanatory and do not contain any qualification, reservation, adverse remark, or disclaimer from the Secretarial Auditor.
c) Internal Auditor During the year under review, M/s Seth & Associates, Chartered Accountants (Firm Registration Number: 001167C), acted as the Internal Auditors of the Company and submitted their reports to the Audit Committee on a periodic basis.
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have re-appointed, M/s Seth & Associates, Chartered Accountants, as the Internal Auditor of the Company for the financial year 2026-2027.
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, 2026.
The Cost Audit Report for the financial year ended March 31, 2026 is under the process of finalisation and shall be filed with the Central Government within the prescribed time limit.
Pursuant to Section 148 of the Act, the Board of Directors of the Company has in its Meeting held on August 12, 2026 and based on the recommendation of the Audit Committee, re-appointed M/s Paliwal & Associates (FRN: 000368) as the Cost Auditors of the Company for the financial year 2026-27 to carry out 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 of the Company.
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 in the Company, by its Officers or Employees, to the Board or Audit Committee under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.
As on March 31, 2026, the Company had 42 wholly owned subsidiaries. There was no material change in the nature of the business carried out by the subsidiaries during the year under review.
The following wholly owned subsidiaries were incorporated during the year 2025-2026:
1. Clairmont Properties Private Limited - Incorporated w.e.f. July 19, 2025.
2. Golfishire Realtors Private Limited - Incorporated w.e.f. July 17, 2025.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with Companies (Accounts) Rules, 2014 made thereunder and Regulation 33 of the SEBI Listing Regulations, a separate statement containing the salient features of financial statements of the subsidiaries along with the changes occurred during the FY 2025-2026 in the prescribed Form AOC-1 is annexed to the Consolidated Financial Statements (CFS) forming part of this Annual Report.
The annual financial statements and related detailed information of the subsidiary Companies shall be made available to the shareholders seeking such information 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 inspecting or obtaining a copy of the said financial statements may write to the Company Secretary at chandni@eldecohousing.co.in.
In accordance with Section 136 of the Act, the audited financial statements of the Company including CFS and related information of the Company and audited accounts of each of its subsidiaries, are available on the website of the Company at https://www.eldecoqroup.com/investor/eldeco-housing-and-industries-ltd/corporate-governance/policies.
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. Clairmont Properties Private Limited
7. Conception Realtors Private Limited
8. Conviction Constructions Private Limited
9. Deepjyoti Constructions Private Limited
10. Dua Constructions Private Limited
11. Eco World Properties Private Limited
12. Eldeco Inception Buildtech Private Limited
13. Eldeco Prosper Constructions Private Limited
14. Erudite Constructions Private Limited
15. Facility Constructions Private Limited
16. Flourish Constructions Private Limited
17. Frozen Constructions Private Limited
18. Garv Constructions Private Limited
19. Golfishire Realtors Private Limited
20. Heather Buildcon Private Limited
21. Iris Realtors Private Limited
22. Khwahish Constructions Private Limited
23. Miraculous Properties Private Limited
24. Neo Realtors Private Limited
25. Neptune Infracon Private Limited
26. Numerous Constructions Private Limited
27. Omni Farms Private Limited
28. Placate Constructions Private Limited
29. Primacy Constructions Private Limited
30. Proficiency Real Estate Private Limited
31. Samarpit Constructions Private Limited
32. Shivaye Constructions Private Limited
33. Spring Greens Realty Private Limited
34. Suniyojit Constructions Private Limited
35. Supremacy Builders Private Limited
36. Sushobhit Constructions Private Limited
37. Swarajya Builders Private Limited
38. Swarg Constructions Private Limited
39. Swabhiman Buildtech Limited
40. Turbo Realtors Private Limited
41. Utsav Constructions Private Limited
42. Yojna Constructions Private Limited
Material Subsidiaries As on March 31, 2026, the Company has 1 (one) unlisted material subsidiary i.e. Omni Farms Private Limited, a wholly owned subsidiary of the Company under Regulation 16(1)(c) of the SEBI Listing Regulations. The Company has adopted a Policy for determining material subsidiaries and is available on the website of the Company at https://www.eldecoqroup.com/investor/eldeco-housing-and-industries-ltd/corporate-governance/policies.
During the year, the Board of Directors reviewed the affairs of the subsidiaries and prepared CFS of the Company for the financial year ended March 31, 2026 in compliance with the provisions of Section 129(3) of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with INDAS notified under the Companies (Indian Accounting Standards) Rules, 2015. The CFS have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by the respective Board of Directors. The audited CFS together with the Auditors Report thereon forms an integral part of this Annual Report.
As per the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a Corporate Social Responsibility (CSR) Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Report.
The Company has adopted a CSR Policy in accordance with the provisions of the Act and Rules made thereunder. The CSR Policy of the Company outlines its CSR focus areas, guiding principles for CSR activities, identified sectors, reporting mechanisms, etc. The Policy is available on the website of the Company at https://www.eldecogroup.com/investor/eldecoc-housing-industries-ltd/corporate-governance/policies. The Policy is reviewed by the Board on time-to-time basis.
The Annual Report on CSR activities, in the prescribed format, for FY 2025-26 as required under Section 134 and 135 of the Act, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed to this Report and marked as Annexure-D.
The Chief Financial Officer of the Company has certified that the CSR spends of the Company for FY 2025-26 have been utilised for the purpose and in the manner approved by the Board.
The Management Discussion and Analysis Report for the financial year ended March 31, 2026 as stipulated under Regulation 34(2) read with Schedule V of the SEBI Listing Regulations, with detailed review of operations, performance and future outlook, is presented in a separate section, which forms a part of this Annual Report.
Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance has been incorporated in this Annual Report for the information of the members of the Company.
A certificate from the Secretarial Auditors of the Company, M/s R K Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Mem. No.: F672 & COP No.: 3556), regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations also forms part of this Annual Report.
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 the registered office of the Company from the State of Uttar Pradesh to the State of Haryana. Certificate of Registration of Regional Director of Change of State was received on May 26, 2025 from the Authority.
The registered office of the Company has been shifted from Eldeco Corporate Chamber-1, 2nd Floor, Vibhuti Khand (Opp. Mandi Parishad), Gomi Nagar, Lucknow, Uttar Pradesh-226010 to Shop No. S-16, Second Floor, Eldeco Station-1, Site No. 1, Sector-12, Faridabad, Haryana-121007. New Corporate Identification Number has been allotted to the Company i.e. L45202HR1985PLC132536.
Apart from the above, there have been no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.
Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company affirms that for the year ended March 31, 2026, there were no proceedings, either filed by the Company or against the Company pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.
There was no instance of one-time settlement with any bank or financial institution during the financial year under review.
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.
Pursuant to the provisions of Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and Regulation 9A of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has a Whistle Blower Policy and has established the necessary Vigil Mechanism for directors and employees to report genuine concerns about unethical or improper activity, without fear of retaliation.
The Policy provides for adequate safeguards against victimisation of whistle blowers who avail the mechanism and allows direct access to the Chairman of the Audit Committee in appropriate cases. During the year under review, no whistle blower complaints were received, and no person was denied access to the Chairman of the Audit Committee.
The said Policy has been shared with all the concerned and has 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 adopted a policy on prevention of sexual harassment at the workplace in accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and has constituted an Internal Complaints Committee (ICC) for redressal of complaints.
The Company has zero tolerance on sexual harassment at the workplace and is committed to provide a safe and conducive work environment to all its employees. The employees are made aware about the consequences of such acts and about the constitution of the ICC. The Companys process ensures complete anonymity and confidentiality of information. The below table provides details of complaints received/disposed during the financial year ended March 31, 2026:
| Number of complaints pending at the beginning of the financial year | Nil |
| Number of complaints filed during the financial year | Nil |
| Number of complaints disposed off during the financial year | Nil |
| Number of cases pending for more than 90 days | Nil |
| Number of complaints pending as at the end of the financial year | Nil |
COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961
The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961, as amended from time to time.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.
During the year under review, the Board confirms that pursuant to the provisions of Section 118 (10) of the Act, the Company has complied with all the applicable Secretarial Standards issued by the ICSI as amended from time to time.
Pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are given as under:
The equity shares of the Company continue to be listed and traded on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Annual Listing fee for the year 2026-2027 has been paid to BSE and NSE.
a) Annual return Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act, the draft annual return of the Company as on March 31, 2026 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, 5 (five) Board Meetings were convened and held. The intervening gap between two consecutive meetings was within the period prescribed under the Act and SEBI Listing Regulations. 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 Independent Directors met on February 10, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
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 of the composition, terms of reference and number of meetings held and attendance of the meetings of the above Committees are provided in detail 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. Pawan Kumar Dhawan as the Chairman and Mr. Pankaj Bajaj, Mr. Ajay Mehra and Mr. Harendra Kumar Jaggi 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 The Company has adopted a Policy on Related Party Transactions to ensure proper identification, approval, monitoring and reporting of related party transactions in compliance with Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations and other applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations and the same can be accessed on the website of the Company at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies.
All Related Party Transactions that were entered into during the financial year were in the ordinary course of the business and on an arms length basis. None of the transactions with any of the related parties were in conflict with the Companys interest. 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 are in given in Form AOC-2 as specified under the Act which is attached as Annexure-E and forms a 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 particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are disclosed in the notes to the standalone and consolidated financial statements forming part of this Annual Report.
g) Compliance Certificate In accordance with the provisions of 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 2025-2026 with regard to the financial statements and other matters. The said Certificate is attached herewith as Annexure-H and forms part of the Corporate Governance Report.
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 Chairman cum Managing Director DIN: 00024735
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