Elegant Floriculture & Agrotech India Ltd Directors Report

To,

The Members,

Elegant Floriculture & Agrotech (India) Limited

Your directors are presenting 33 rd Annual Report on the business and operations of the Company together with the Audited Statement of Accounts of the Company for the year ended on 31 st March, 2026.

1. Financial Results:

The financial results are summarized below:

(Amount in 00 )

Particulars	For the year ended 31 st March 2026	For the year ended 31 st March 2025
A Total Revenue	16,003,189	129,444.31
B Total Expenses	15,722,600.33	131,803.85
C Profit/(Loss) Before Tax	280,589.04	146,399.35
D Tax expense
- Current Tax	69060	36844.49
- Deferred Tax	1300.9	(6370)
E Profit/(Loss) after Tax	210,228.14	115,924.86

2. Financial Performance:

During the year, the Company has earned Total Revenue of Rs. 16,003,189 Hundreds in comparison to Rs 129,444.31 hundreds earned during the previous year. The Company has earned Net Profit after tax of Rs. 210,228.14 hundreds in comparison of Rs. 115,924.86 hundreds earned during the previous year. Your directors are hopeful of better performance in the forthcoming year.

There was no change in the nature of the business of the Company during the year. However, during the FY 2026-27, there is a change in main object clause in the MoA of the Company by adding business activities relating with Construction and buildworks.

3. Dividend & Reserves:

Your directors abstain from declaring any dividend for the year and no amount of profit was transferred to General Reserve.

4. Management Discussion & Analysis:

Management Discussion & Analysis Report is being given under the Corporate Governance Report. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company.

5. Listing with Stock Exchanges:

At present, the Equity shares of the Company are listed at BSE Limited.

6. Registrar and Transfer Agent:

The Company s Registrar and Transfer Agent is MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) having their registered office at C-101, 1 st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai - 400 083.

7. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed

8. Finance & Accounts:

Your company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company s state of affairs and profit for the year ended 31 st March, 2026.

9. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

(a) Due to the casual vacancy arising from the resignation of M/s. Valawat & Associates, Chartered Accountants, Udaipur (FRN: 003623C), M/s. Sarang Shivajirao Chavan and Associates, Chartered Accountants (FRN: 159649W) were appointed as the Statutory Auditors of the Company by the Board at its meeting held on November 14, 2025, and subsequently approved by the Members at the Extraordinary General Meeting held on February 18, 2026.

The Board now proposes to appoint M/s. Sarang Shivajirao Chavan and Associates, Chartered Accountants (FRN: 159649W) as Statutory Auditors of the Company for a term of five consecutive years (FY 2025-26 to 2029-30), subject to the approval of the Members at the ensuing Annual General Meeting.

(b) The report does not contain any qualifications or adverse remarks.

12. Secretarial Auditors:

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and due to the resignation of M/s. N. Bagaria & Associates, Company Secretaries, with effect from August 17, 2026, M/s. SCS & CO. LLP, Company Secretaries, were appointed as the Secretarial Auditors of the Company by the Board of Directors at its meeting held on August 18, 2026.

The Board now proposes to appoint M/s. SCS & CO. LLP, Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years, subject to the approval of the Members at the ensuing Annual General Meeting.

(b) The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed as Annexure A .

13. Internal Auditors:

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality .and efficacy of the internal controls, governance systems and processes. The Internal Auditor monitors and evaluates the efficacy & adequacy of internal financial controls & internal control system in the Company that has been put in place to mitigate the risks faced by the organization and thereby achieves its business objective.

The internal control and compliance are on-going process. Based on the findings and report of the internal auditor, process owners undertake corrective action that may be required in their respective areas for further strengthening the controls and control environment. Significant audit observations and corrective actions thereon are presented to the Audit Committee. The internal auditors also independently carry out the design evaluation and testing of controls related to requirements of Internal Financial Controls. The evaluation of design effectiveness and testing of controls for various business activities, processes and sub processes was carried out and found satisfactory.

In terms of Section 138 of the Act and Rules made there under, M/s. S P N G & Associates, (having Firm Registration No. 003776C) Chartered Accountants, Indore has been appointed as Internal Auditors of the Company for the F.Y. 2025-26.

14. Cost Auditors :

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

15. Reporting of Fraud by Auditors:

During the year, the Statutory Auditors and Secretarial Auditor have not reported, any incident of fraud committed in your Company by its Officers or Employees, to the Audit Committee and / or to the Board under Section 143 (12) of the Companies Act, 2013.

16. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company s website at www.elegantflora.in.

17. Unsecured Loan from Directors:

The Company has not received any loan (secured/ unsecured) from the Directors of the company during the year.

18. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company not being a manufacturing Company, the same is therefore not applicable to it.

19. Foreign Exchange Earnings / Outgo:

During the year, the Company has neither earned nor incurred any expenditure in foreign exchange.

20. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of the

Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

21. Human Resources:

Your Company treats its human resources as one of its most important assets. Your

Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

22. Remuneration Details of Directors and Employees:

The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

(Amount in Hundreds)

Sr. No. Name	Designation	Remuneration for the F.Y. 2025-26	% increase (decrease) from the previous year	Ratio / Times per median of employee remuneratio n
1. Mr. Mangesh Gadakh	Whole-time Director	1000.00	(Around 78%)	11.74 times

None of the employees of the Company is in receipt of remuneration as per limits specified in the Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; therefore, disclosure under the rule is not required.

23. Meetings of the Board:

The Board of Directors duly met 20 times during the financial year, the details of the same are being given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

24. Disqualification of Directors:

During the year, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as a Director and debarred from holding the office of a Director.

25. Directors and Key Managerial Personnel:

(i) Appointment of Directors:

a. The Board of Directors of the Company appointed Mr. Lavjibhai Hirabhai Maheriya (holding DIN 11430751) as an Additional Independent Director of the Company with effect from 8 th January, 2026. Subsequently, the members are requested, at this AGM to be held on 28th September, 2026 to appoint him as the Director of the Company. b. The Board of Directors of the Company appointed Mr. Babubhai Lavajibhai Maheriya (holding DIN 11430721) as an Additional Independent Director of the Company with effect from 8 th January, 2026. Subsequently, the members are requested, at this AGM to be held on 28th September, 2026 to appoint him as the Director of the Company.

(ii) Resignation of Director:

a. Mr. Monil Navinchandra Vora (holding DIN 09627136) resigned from the Directorship of the Company with effect from the close of business hours of 24.01.2026.

b. Mr. Hardik Dineshbhai Trivedi (holding DIN 08080001) resigned from the Directorship of the Company with effect from the close of business hours of 24.01.2026.

(iii) Appointment of Company Secretary & Compliance Officer:

Ms. Priya Gupta (having Membership No. ACS 31659) was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 8 th August, 2025.

(iv) Appointment of Directors retiring by rotation:

Mr. Vijaykumar Babulal Soni (holding DIN 10641998), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Brief profile of the Directors proposed to be re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are part of the Notice convening the Annual General Meeting.

(v) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. Vigil Mechanism:

In order to ensure that activities of Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the Company has adopted a vigil mechanism policy.

27. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013.

28. Related Party Transactions:

All contracts / arrangements / transactions entered into by the Company with its related parties during the financial year were in the ordinary course of business and on an arm s length basis.

During the year, the Company has not entered into any material contract / arrangement / transaction with related parties. Accordingly, disclosure of Related Party Transactions in Form AOC-2 is not applicable. However, details of transactions with the related parties have been included in Notes to the Financial Statements.

29. Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

30. Risk Management:

The Company has adequate internal controls in place at various functional levels and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business.

31. Material changes and commitment:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

32. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

33. Audit Committee:

The Audit Committee is comprised of three directors. The composition of the Audit Committee is as follows:

Name	Designation	Category
Mr. Vijaykumar Babulal Soni	Member	Professional non-executive
*Mr. Monil Navinchandra Vora	Chairperson	Independent non-executive
# Mr. Gaurang Kanubhai Patel	Chairperson	Independent non-executive
$Mr. Lavjibhai Hirabhai Maheriya	Member	Independent non-executive

*Mr. Monil Navinchandra Vora resigned w.e.f. 08.01.2026

# Mr. Gaurang Kanubhai Patel served as chairperson of the Committee w.e.f. 08.01.2026

$Mr. Lavjibhai Hirabhai Maheriya appointed w.e.f. 08.01.2026

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

34. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is comprised of three directors. The composition of the Remuneration Committee is as follows:

Name	Designation	Category
**Mrs. Nilamben Vipulbhai Suthar	Member	Professional non-executive
#Mr. Gaurang Kanubhai Patel	Chairperson	Independent non-executive
**Mr. Sameerbeg Rajakbeg Mirza	Member	Independent non-executive
*Mr. Vijaykumar Babulal Soni	Member	Professional non-executive
$Mr. Lavjibhai Hirabhai Maheriya	Member	Independent non-executive

$Mr. Lavjibhai Hirabhai Maheriya appointed w.e.f. 08.01.2026

*Mr. Vijaykumar Babulal Soni appointed w.e.f. 08.01.2026

# Mr. Gaurang Kanubhai Patel served as chairperson of the Committee w.e.f. 08.01.2026

**Both were resigned as a member of committee w.e.f. 08.01.2026

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

35. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by Regulators/Courts that would impact the going concern status of the Company and its future operations.

36. Prevention Of Sexual Harassment at Workplace:

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( POSH Act ). An Internal Complaints Committee ( ICC ) has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. No Complaints were received during the year.

37. Maternity Benefit provided by the Company under Maternity Benefit Act 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

38. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. It is imperative that our company affairs are managed in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

A report on a Corporate Governance and a certificate from the statutory auditor of the Company regarding compliances of conditions of Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as annexure to this report.

39. Share Capital:

A) Buy Back of Securities:

The Company has not bought back any of its securities during the year.

B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares:

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year.

E) Re-classification of Promoters / Promoters Group:

During the year, no such Re-classification of Promoters / Promoters Group undertaken. During the year under review, there was no change in authorized share capital of the company.

However, the Company had issued 57,00,000 (Fifty-Seven Lakhs only) convertible warrants (Warrants) at an issue price Rs. 10/ each on a preferential basis pursuant to the approval of the shareholders obtained through the Annual General Meeting held on August 27, 2024. Against the said warrants, the Company has allotted:

22,26,666 (Twenty Two Lakh Twenty Six thousand Six Hundred and Sixty-Six) Equity Shares on 16.05.2026;

3,83,334 (Three Lakh Eighty Three Thousand Three Hundred and Thirty Four) Equity Shares on 19.05.2026;

2,90,000 (Two Lakh and Ninety Thousand) Equity Shares on 20.05.2026, pursuant to the resolutions passed by the Board of Directors in their respective meetings.

Accordingly, the paid-up share capital of the Company stands increased from 19,96,71,500 (Rupees Nineteen Crore Ninety-Six Lakh Seventy-One Thousand and Five Hundred Only) divided into 1,99,67,150 (One Crore Ninety-Nine Lakh Sixty Seven Thousand One hundred and Fifty) equity shares of 10/- (Rupees Ten) each to 22,86,71,500/- (Rupees Twenty-Two Crore Eighty Six Lakh and Seventy-One Thousand and Five Hundred Only) divided into 2,28,67,150 (Two Crore Twenty Eight Lakh Sixty-Seven Thousand one hundred and fifty) equity shares of 10/- (Rupees Ten) each.

40. Prevention of Insider Trading :

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

41. Transfer of Amounts to Investor Education and Protection Fund (IEPF):

Your Company has not declared any dividend during the last seven years and accordingly there are no unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

42. Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC):

No application has been filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company under the IBC before the National Company Law Tribunal.

43. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended 31 st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgements and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31 st March, 2026 and of the profit/loss of the Company for the year ended on that date;

c) adequate accounting records are maintained 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) financial statements have been drawn up 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 are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

44. Cyber security governance:

Cyber security governance includes a board member overseeing the cybersecurity strategy and the executive management team, accountable for managing cybersecurity. The Senior Management track all the recent happenings related to cyber security risks on ongoing and periodical basis and solves the related issues.

45. Compliance with Secretarial Standards of ICSI:

During the year, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India (ICSI).

46. Acknowledgment:

Your directors take the opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by its shareholders and bankers.

Date: 04.09.2026	By order of the Board ,
Place: Pune	ELEGANT FLORICULTURE & AGROTECH (INDIA) LIMITED

Registered Office:	Sd/-	Sd/-
Gut No. 358, Village Mouje	MANGESHPARASHRAM GADAKH	VIJAYKUMAR BABULAL SONI
Kashal, Taluka Maval, Vadgaon, Pune, Pune, Maharashtra, India,412106.	WHOLE-TIME DIRECTOR	DIRECTOR
	DIN: 09736469	DIN: 10641998
CIN- L01110PN1993PLC217724