Eldeco Housing & Industries Ltd Directors Report

To

The Members,

Eldeco Housing and Industries Limited

The Board is pleased to present the 40^th Annual Report of Eldeco Housing and Industries Limited (“the Company”) on the business and operations of your Company together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Companys performance during the financial year ended March 31, 2025 as compared to the previous financial year ended March 31, 2024 is summarized below:

(Amt. in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	12,079.62	9,547.43	13,394.14	11,264.39
Other Income	766.08	802.74	975.50	956.10
Total Income	12,845.71	10,350.17	14,369.63	12,220.49
Expenses
Cost of material consumed, construction and other related project cost	9,332.92	7,096.45	18,343.22	22,429.48
Changes in inventories of finished goods, project in progress	(3,310.46)	(3,389.79)	(11,014.26)	(17,494.20)
Employee benefit expense	1,086.81	836.24	1,086.81	836.24
Finance cost	427.63	290.57	427.78	291.12
Depreciation and amortization expense	82.64	78.72	83.78	79.98
Other expenses	1,784.78	1,443.36	2,389.58	1,549.82
Total Expenses	9,404.33	6,355.55	11,316.91	7,692.45
Profit/(Loss) before Tax	3,441.37	3,994.61	3,052.73	4,528.05
Tax Expenses
Current Tax	897.96	1,017.15	928.08	1,146.24
Deferred Tax	(26.52)	(14.70)	(26.46)	(14.88)
Earlier year Taxes	-	-	0.27	10.87
Total Tax Expenses	871.43	1,002.45	901.89	1,142.23
Profit/(Loss) for the period	2,569.94	2,992.17	2,150.84	3,385.82
Total Comprehensive Income for the year	2,566.41	2,996.96	2,147.31	3,390.61

FINANCIAL PERFORMANCE

Consolidated Financials

During the year under review, your Companys consolidated total revenue stood at Rs.14,369.63 lakhs including other income of Rs.975.50 lakhs as compared to total revenue of Rs.12,220.49 lakhs including other income of Rs.956.10 lakhs during the previous financial year ended March 31, 2024.

As at March 31, 2025, profit after tax stood at Rs.2,150.84 lakhs as compared to the profit of the previous financial year ended March 31, 2024, amounting to Rs.3,385.82 lakhs.

Standalone Financials

During the year under review, on standalone basis, the total revenue stood at Rs.12,845.71 lakhs including other income of Rs.766.08 lakhs as compared to total revenue of Rs.10,350.17 lakhs including other income of Rs.802.74 lakhs during the previous financial year ended March 31, 2024.

As at March 31, 2025, profit after tax stood at Rs.2,569.94 lakhs as compared to the profit of the previous financial year ended March 31, 2024 amounting to Rs.2,992.17 lakhs.

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

DIVIDEND

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 22, 2025 have considered and recommended a final dividend @ 450% i.e. Rs.9/- per equity share of face value of Rs.2/- each for the financial year ended March 31, 2025, 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 to be held on Thursday, September 25, 2025 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. Thursday, September 18, 2025 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 (“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.s

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.

BOARD EVALUATION

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”), an annual performance evaluation of the Board is undertaken where the Board formally assess its own performance, and that of its committees and individual directors.

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, 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 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 was evaluated, taking into account the views of Executive and Non- Executive Directors.

As an outcome of the performance evaluation, the Board is committed to enhance the Companys governance practices and norms. The Board has the right set of committees with a proper structure guiding members to discharge their duties effectively. The information and agenda provided to the Board and its Committees is effective in driving the agenda and provides clear recommendation for decision and action. The overall outcome of the performance evaluation was found to be satisfactory.

MATERIAL CHANGES AND COMMITMENT

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, 2^nd 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.

INVESTOR EDUCATION AND PROTECTION FUND AND UNPAID/UNCLAIMED DIVIDEND

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 2024-25, the Company has transferred Rs.8,17,925/- (Rupees Eight Lakh Seventeen Thousand Nine Hundred and Twenty Five), the dividend amount remaining unclaimed in respect of dividend declared in the financial year ended March 31, 2017, 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, 6,595 (Six Thousand Five Hundred and Ninety Five) equity shares in respect of which dividends were declared in the financial year ended March 31, 2017 and remained unclaimed for a continuous period of 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/eldeco-housing-industries-ltd/ investor-relations

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 below:

Financial year ended	Rate (%)	Dividend per share (Rs.)	Date of declaration	Last date for claiming	Due date for transfer
31.03.2018 (Final)	125	12.50	28.09.2018	04.11.2025	04.12.2025
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	08.00	28.09.2022	31.10.2029	30.11.2029
31.03.2023(Final)	400	08.00	22.09.2023	25.10.2030	24.11.2030
31.03.2024 (Final)	400	08.00	19.09.2024	22.10.2031	21.11.2031

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

NATURE OF BUSINESS

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

TRANSFER TO RESERVES

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

RISK MANAGEMENT

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

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of 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 your Company.

The Nomination and Remuneration Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (Executive and Non-Executive) and also the criteria for determining the remuneration of the 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).

Your Directors affirm that the remuneration paid to the Directors, KMPs, 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 at https://www.eldecogroup.com/investor/eldeco-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.	44.99%
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)	40.63%
	b) Mr. Kapil Saluja (Chief Financial Officer)	14.08%
	c) Ms. Chandni Vij (Company Secretary)	15.01%
3.	The percentage increase in the median remuneration of employees in the financial year.	19.02%
4.	The number of permanent employees on the rolls of Company.	68
5.	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

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

SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE

During the financial year 2024-2025, there was no change in the Authorised, Issued, Subscribed and Paid-up share capital of the Company.

Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of the Company stood at Rs.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 Rs.2/- each and 1,75,00,000 (One Crore Seventy Five Lakhs) Preference shares of Rs.10/- each.

Paid- up Share Capital

As on March 31, 2025, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs.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 Rs.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, 2025, none of the Directors of the Company held shares or convertible instruments of the Company except Mr. Pankaj Bajaj, Chairman cum Managing Director of the Company who holds 33,74,735 (34.32%) equity shares of the Company.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Board of Directors

As on March 31, 2025, the Board of Directors comprised of 6 (six) directors which includes 1 (one) Chairman cum Managing Director, 5 (five) Non-Executive Directors out of which 4 (four) are Independent Directors amongst them 1 (one) being a Woman Director.

Change in Directorate

(i) Appointment of Non-Executive Directors

The Board of Directors of the Company at their meeting held on August 23, 2024, based on the recommendation of the NRC and subject to the approval of the shareholders, inter-alia approved the appointment of Mr. Ajay Mehra (DIN: 00022010), Mr. Pawan Kumar Dhawan (DIN: 07327568) and Mr. Harendra Kumar Jaggi (DIN: 06601383). as Non-Executive Independent Directors of the Company to hold office for a period of 5 (five) consecutive years from the conclusion of the 39^th AGM of the Company till the conclusion of the 44^th AGM of the Company to be held in the year 2029. The appointments were subsequently approved by the shareholders of the Company through special resolutions passed with requisite majority in the 39^th AGM of the Company held on September 19, 2024.

In the opinion of the Board, all the Directors possess the requisite qualifications, experience, and expertise and hold high standards of integrity.

The Board of Directors of the Company at their meeting held on August 29, 2025, based on the recommendation of the NRC and subject to the approval of the shareholders, appointed, Ms. Archana Tripathi (DIN: 11253589) as the Non-Executive Director of the Company, liable to retire by rotation, with effect from the conclusion of the 40^th AGM scheduled to be held on Thursday, September 25, 2025.

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

(ii) Re-appointment of Director

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

b) The Board of Directors of the Company at their meeting held on August 29, 2025, based on the recommendation of the NRC and subject to the approval of the shareholders, 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.

Brief particulars and other details relating to the Director proposed to be re-appointed as stipulated under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards issued by the ICSI, are provided as "Annexure-A" to the Notice of the AGM forming part of this Annual Report.

(iii) Retirement of Directors

Mr. Anil Tewari (DIN: 02132374), Mr. Ranjit Khattar (DIN: 00726997) & Mr. Ashish Jain (DIN: 00483052) retired as Independent Directors of the Company with effect from the conclusion of the 39^th AGM held on Thursday, September 19, 2024, due to completion of their tenure of 2 (two) consecutive terms of 5 (five) years each as Independent Director.

Additionally, Ms. Rupali Chopra (DIN: 07168858) shall cease to be Independent Director of the Company with effect from the conclusion of the 40^th AGM scheduled to be held on Thursday, September 25, 2025, consequent 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 her contribution made to the Company during her tenure.

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 Regulation16(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

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

During the year under review, there has been no change in the KMP of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2025, 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, 2025 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 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.

AUDITORS & THEIR REPORTS

a) Statutory Auditors

The Members at the 37^th AGM of the Company held on September 28, 2022 approved appointment of M/s Doogar & Associates, Chartered Accountants (Firm Registration Number: 000561N), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the 37^th AGM till the conclusion of the 42^nd AGM of the Company to be held in the year 2027.

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 your Company.

The Notes on the financial statements referred to in the Auditors Report are self-explanatory and therefore, 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, 2025 forms a part of this Annual Report.

b) Secretarial Auditors

Pursuant to the provisions of Regulation 24A (1) & other applicable provisions of the SEBI Listing Regulations and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 22, 2025 have recommended the appointment of M/s R K Tandon & Associates, Practicing Company Secretaries and Corporate Consultants (Firm Registration No.: P2001U P072500 & Peer Review Certificate No.: 4211/203) as the Secretarial Auditors of the Company for the first term of 5 (five) consecutive years, to hold office from April 1, 2025 upto March 31, 2030, subject to the approval of the shareholders at the ensuing AGM of the Company.

Secretarial Audit Report

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, the Company had appointed M/s R K Tandon & Associates, Practicing Company Secretaries and Corporate Consultants (Firm Registration No. P2001UP072500) to undertake the Secretarial audit of the Company for the financial year ended March 31, 2025. Accordingly, the Secretarial Audit Report for the financial year ended March 31, 2025 issued by M/s R K Tandon & Associates in the prescribed form MR-3 is enclosed as “Annexure-B” to this Annual Report.

The Secretarial Audit Report of Omni Farms Private Limited, (material unlisted wholly-owned subsidiary Company in India) issued by M/s R K Tandon & Associates 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 Company has obtained the Annual Secretarial Compliance Report for the financial year 2024-25 from M/s R K Tandon & Associates, Practicing Company Secretaries and Corporate Consultants, Secretarial Auditor of the Company. The Report has been submitted to the Stock Exchanges where the Companys shares of the Company are listed 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

M/s Seth & Associates, Chartered Accountants (Firm Registration Number: 001167C) the Internal Auditors of the Company have conducted internal audit for the financial year 2024-2025 and submitted their reports to the Audit Committee and the Board of Directors at periodic intervals.

The Board of Directors at their meeting held on May 22, 2025 have re-appointed, M/s Seth & Associates, Chartered Accountants, as the Internal Auditor of the Company for the financial year 20252026.

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, 2025.

The Cost Audit Report for the financial year ended March 31, 2025 is under the process of finalization and shall be filed with the Central Government within the prescribed time limit.

Pursuant to Section 148 of the Act, the Board of Directors of the Company has in its Meeting held on August 29, 2025 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 2025-26 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.

SUBSIDIARY COMPANIES

As on March 31, 2025, the Company has 40 wholly owned subsidiaries and there has been no material change in the nature of the business of the subsidiaries during the year under review.

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 2024-2025 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

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. Golfshire 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

Incorporated on July 19, 2025.

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

*** Incorporated on July 17, 2025.

Material Subsidiaries

As on March 31, 2025, 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 Companys website at https://eldecogroup.com/investor/ eldeco-housing-industries-ltd/corporate-governance/policies

Pursuant to Regulation 24 of the SEBI Listing Regulations, Mr. Haredra Kumar Jaggi, Independent Director of the Company has been appointed as a Director on the Board of the Companys unlisted material subsidiary i.e. Omni Farms Private Limited, w.e.f. September 21, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

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, 2025 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 Indian Accounting Standards (IND AS) 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.

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://eldecogroup.com/investor/eldeco-housing-industries- ltd/investor-relations/financial-information/subsidiary- financials/2024-25

CORPORATE SOCIAL RESPONSIBILITY

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/eldeco-housing-industries- itd/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 F.Y. 2024-25 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 F.Y. 2024-25 have been utilized for the purpose and in the manner approved by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year ended March 31, 2025 as stipulated under Regulation 34(2) read with Schedule V of the SEBI Listing Regulations, with detailed review of operations, performance and future outlook, has been separately furnished in the Annual Report and forms a part of this Report.

CORPORATE GOVERNANCE

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 the 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, (Firm Registration No.: P2001UP072500) 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.

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

The Company has received order from the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi dated August 8, 2024 in respect of the shifting of 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, 2^nd 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.

No significant and material orders were passed by any Regulator or Court or Tribunal, impacting the going concern status and the Companys operations in future.

DISCLOSURE RELATED TO PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND ONE TIME SETTLEMENT

Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company affirms that for the year ended March 31, 2025, 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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In terms of the requirement of 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 facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of the Company provides for adequate safeguards against victimization of whistle blowers who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. No person has been 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

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. An Internal Complaints Committee ("ICC") has been set up to redress any such complaints received regarding sexual harassment in compliance with the said Act.

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, 2025:

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 WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the 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.

COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961.

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

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

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

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

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

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

LISTING FEES

The equity shares of the Company 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 20252026 has been paid to BSE and NSE.

OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

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, 2025 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 5 (five) times in accordance with the provisions of the Act and Rules made thereunder. The intervening gap between the meetings did not exceed 120 days, as 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 12, 2025, 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 your 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 all the above committees along with their composition, terms of reference and number of meetings held and attendance of the meetings for respective 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

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

All RPTs that were entered into during the financial year were on arms length basis and were in ordinary course of the business. None of the transactions with any of the 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 RPTs 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 2024-2025 and hence does not form part of this Report.

Details of RPTs 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 made during the year under review in accordance with Section 186 of the Act, are given in the notes forming part of the financial statements.

g) Compliance Certificate

In accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, the Certificate, as prescribed, has been obtained from Mr. Pankaj Bajaj, Chairman cum Managing Director and Mr. Kapil Saluja, Chief Financial Officer, for the financial year 2024-2025 with regard to the financial statements and other matters. The said Certificate is attached as “Annexure-G” and forms part of the Corporate Governance Report.

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board	Pankaj Bajaj
Eldeco Housing and Industries Limited	Chairman cum Managing Director
Date: August 29, 2025	DIN:00024735
Place: New Delhi