Eleganz Interiors Ltd Directors Report

To

The Members,

ELEGANZ INTERIORS LIMITED

The Board of Directors of the Company hereby present the report of the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL SUMMARY:

The Companys financial performance for the year under review is given hereunder:

(Amount in Lakhs)

PARTICULARS	2024-25		2023-24
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	39270.62	39270.62	22129.19	39270.62
Other Income	109.09	200.86	63.51	179.46
Total Income	39379.71	39471.47	22192.70	22308.65
Total Expense before tax, Depreciation, Finance Cost and Prior year Items	4708.9	35965.97	1776.18	20148.1
Finance Cost	416.24	416.24	348.68	348.68
Depreciation and Amortisation	268.51	268.51	203.34	203.34
Profit / (Loss) Before Tax	2729.31	2820.75	1492.78	1608.53
Tax Expense	750.02	750.02	387.95	387.95
Profit / (Loss) After Tax	1979.29	2070.73	1104.83	1220.58

2. STATE OF AFFAIRS:

The Company specializes in providing interior contracting services, delivering high-quality design and execution solutions to its clients. During the year under review, the total Income of the Company for the year stood at INR 39379.71/- (in Lakhs) as compared to the total income of previous year of INR 22192.70/- (in Lakhs) and the Company has earned profit of INR 1979.29/- (in Lakhs) as compared to the profit of previous year which stood at INR 1104.83/- (in Lakhs).

There has been no change in the nature of business of the Company during the year under review.

3. DIVIDEND

The Board of Directors did not recommend any dividend for the Financial Year ended 31st March, 2025.

4. CONSOLIDATED FINANCIAL STATEMENTS

The Company has consolidated its Financial Statements for the financial year ended 31st March, 2025 with its Subsidiaries and Associate entities which is approved by the board and will be placed before the members for adoption in their meeting.

5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has following Subsidiary and Associates:

A. Wholly Owned Subsidiary:

M/s. Doshi Infrastructure Private Limited

B. Associates:

1. Eleganz Interiors Pte. Ltd. (Singapore)

2. Redwoods Shukla Talab Heritage Private Limited

3. Redwoods Barsana Heritage Private Limited

A report on the performance and financial position of the Companys subsidiaries and the contribution made by these entities, as included in the consolidated financial statements, is presented in Form AOC-1 which is attached to this Report as Annexure - I.

6. DETAILS OF INITIAL PUBLIC OFFER & LISTING

We are pleased to inform you that the Company has made an Initial Public Offer of INR 60,05,000 Equity Shares of INR 10/- each at an issue price of INR 130/- each (including the share premium of INR 120/- Equity Share) vide prospectus dated 29th January, 2025 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The IPO has received an exceptional response from the public. The issue was over-subscribed on an overall basis. The Initial Public Offer was subscribed 30.65 times. QIB category was subscribed 24.44 times. NonInstitutional Investors Category was subscribed 60.42 times and the retail category was subscribed 21.44 times.

The Equity Shares of the Company got listed on the NSE Emerge Platform with effect from 14th February, 2025 and ISIN-INE0R9101015.

7. SHARE CAPITAL

The Company, during the year, has allotted:

> 879133 equity shares of face value of INR 10/- each at premium of INR 71/- on 14th May, 2024 at an issue price of 81/- each the equity shares issued ranked pari-passu with the existing fully paid-up equity shares in all respects as to dividend etc.

> 308950 equity shares of face value of INR 10/- each at premium of INR 71/- on 11th June, 2024 at an issue price of 81/- each the equity shares issued ranked pari-passu with the existing fully paid-up equity shares in all respects as to dividend etc.

> 46543 equity shares of face value of INR 10/- each at premium of INR 71/- on 15th July, 2024 at an issue price of 81/- each the equity shares issued ranked pari-passu with the existing fully paid-up equity shares in all respects as to dividend etc.

Further, as mentioned above, the Company has made an Initial Public Offer of INR 60,05,000 Equity Shares of INR 10/- each at an issue price of INR 130/- each (including the share premium of INR 120/- Equity Share) vide prospectus dated 29th January, 2025 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The total paid up equity share capital of the Company as on 31st March, 2025, stood at INR 22,59,96,260 divided into 22599626 (Two Crore Twenty-Five Lakh Ninety-Nine Thousand Six Hundred and Twenty-Six) equity shares of INR 10 (Rupees Ten Only) each.

8. MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34(2)(e) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is set out in the Annexure-II to this report.

9. TRANSFER TO RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134(3)(j) of the Companies Act, 2013 is not required.

10. DEPOSITS

The Company has not accepted any deposits pursuant to the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitment affecting the financial position of the company that occurred between the end of the Financial Year to which this Financial Statements relate and the date of the report.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Constitution of Board as on 31st March, 2025 is as mentioned below:

Sr No.	Name of Director/Key Managerial Personnel	Designation
1.	Sameer Akshay Pakvasa	Managing Director & CEO
2.	Mayank Kumar Sharma	Whole-time Director
3.	Apurva Pradeep Joshi	Independent Director
4.	Mangina Srinivas Rao	Independent Director
5.	Sonal Pakvasa	Director
6.	Archana Prasad Desai*	Chief Financial Officer ("CFO")
7.	Rahul Kumar Sharma**	Company Secretary ("CS")

*Archana Prasad Desai resigned as a CFO w.e.f 16th May, 2025

**Rahul Sharma have resigned as a CS w.e.f closure of business hours of 30th June, 2025

• Changes in the Constitution of Board during the year under review:

1. Appointment of Mr. Mangina Srinivas Rao (DIN: 08095079) as Non-Executive & Independent Director of the Company on October 8, 2024;

2. Appointment of Mr. Apurva Pradeep Joshi (DIN: 06608172) as Non-Executive & Independent Director of the Company on October 8, 2024;

• Retire by Rotation:

Ms. Sonal Pakvasa, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers, herself for re-appointment. The Board of Directors recommended her appointment for consideration of the members at the forthcoming Annual General Meeting.

13. KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modifications or re-enactment thereof for the time being in force, the following are the KMPs of the Company as on the date of the receipt.

Mr. Sameer Akshay Pakvasa - Managing Director & CEO,

Mr. Mayank Kumar Sharma - Whole-time Director

Ms Archana Prasad Desai, Chief Financial Officer resigned from its position w.e.f 16th May, 2025.

Mr. Karan Doshi was appointed as Chief Financial Officer w.e.f 16th May, 2025 and resigned from its position w.e.f 22nd August, 2025.

Mr. Rahul Kumar Sharma resigned from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours of 30th June, 2025. The Company have appointed Ms. Raksha Jain (M. No A74175) as the Compliance Officer and Key Managerial Personnel of the Company w.e.f 29th July, 2025 pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors as required under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act.

Independent Directors play an important role in the governance processes of the Board. They bring their expertise and experience on the deliberations of the Board. This enriches the decision-making process at the Board with different point of views and experiences and prevents conflicts of interest in the decisionmaking process. The appointment of the Independent Directors is carried out in a structured manner.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribe under the Act and the SEBI Listing Regulations and that they are independent of the management.

Directors met on 29th January, 2025, without the attendance of Non - Independent Directors and Members of the management to discuss the following:

> Review and evaluation of the performance of Non - Independent Directors and the Board of Directors as a whole.

> Review and evaluation of the performance of the Chairman of the Company, taking into account the view of the Executive and Non - Executive Directors.

> Review and evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

15. MEETINGS OF BOARD OF DIRECTORS

During the Financial Year ended 31st March, 2025, 11 (Eleven) Meetings of the Board of Directors were conducted. The maximum interval between any two meetings did not exceed 120 days as prescribed under Companies Act, 2013. The details of the Board Meetings held are as under:

Sr No.	Date of Board Meeting	No. of Directors Present
1	14th May, 2024	3
2	11th June, 2024	3
3	15th July, 2024	3
4	06th September, 2024	3
5	08th October, 2024	3
6	17th October, 2024	4
7	03rd January, 2025	5
8	29th January, 2025	4
9	30th January, 2025	4
10	06th February, 2025	5
11	12th February, 2025	5

Attendance of Directors:

Sr No.	Name of the Director	Total Meeting entitled to attend the F.Y 2024-2025	Number of Meetings attended
1	Sameer Akshay Pakvasa	11	11
2	Mayank Kumar Sharma	11	11
3	Apurva Pradeep Joshi	6	6
4	Mangina Srinivas Rao	6	4
5	Sonal Pakvasa	11	10

16. COMMITTEE MEETINGS:

• AUDIT COMMITTEE

As on 31st March, 2025, the Audit Committee comprises of following members:

Sr. No	Name of the Directors	Designation
1	Mr. Mangina Srinivas Rao	Chairman
2	Ms. Apurva Pradeep Joshi	Member
3	Mr. Sameer Akshay Pakvasa	Member

During the year under review, Audit Committee met 4 times.

Sr No.	Date of Audit Committee Meeting	No. of Directors Present
1	17th October, 2024	2
2	03rd January, 2025	3
3	29th January, 2025	3
4	30th January, 2025	3

• RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

• NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2025, the Nomination and Remuneration Committee comprises of following members:

Sr. No	Name of the Directors	Designation
1	Ms. Sonal Pakvasa	Chairman
2	Ms. Apurva Pradeep Joshi	Member
3	Mr. Mangina Srinivas Rao	Member

There were no Nomination and Remuneration Committee meetings conducted during the year under review.

• ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

> Key attributes of the Independent Directors that justify his/her extension/continuation on the Board of the Company; and

> Participation of the Directors in the Board proceedings and his/her effectiveness.

The evaluation was carried out by means of the replies given/observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March, 2025, the Corporate Social Responsibility Committee comprises of the following members:

Sr. No	Name of the Directors	Designation
1	Mr. Sameer Akshay Pakvasa	Chairman
2	Ms. Apurva Pradeep Joshi	Member
3	Mr. Mayank Kumar Sharma	Member

There were no Corporate Social Responsibility Committee meetings conducted during the year under review.

• STAKEHOLDER RELATIONSHIP COMMITTEE

As on March 31, 2025, the Stakeholder Relationship Committee comprises of the following members:

Sr. No	Name of the Directors	Designation
1	Mr. Mangina Srinivas Rao	Chairman
2	Mr. Sameer Akshay Pakvasa	Member
3	Mr. Mayank Kumar Sharma	Member

There were no Stakeholder Relationship Committee meetings conducted during the year under review. During the year under review, there were no complaints received from the shareholders of the Company.

17. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a programme for Familiarization of Independent Directors with regard to their roles, rights and responsibilities, nature of the industry in which the Company operates, the business model of the Company etc.

During the year under review, there was no change in the nature of business of the Company and its business vertical/structure/operational strategy, etc. which would have necessitated fresh Familiarization Programme for Independent Directors.

19. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board hereby states that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and no material departures have been made;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively; and

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Risk Management Policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has a well-defined risk management framework in place to identify, assess the key risks and mitigate them appropriately. The Company has reviewed the major risks including risks on account of business continuity, supply chain management, third party risks, legal compliance and other risks which may affect or has affected its employees, customers and all other stakeholders from both the external and the internal environment perspective. Basis this review, appropriate actions have been initiated to mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor such risks on a regular basis.

21. CORPORATE GOVERNANCE REPORT:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report regarding compliance of conditions of Corporate Governance, is not applicable to the companies listed on SME Exchange of stock exchanges, therefore the said report is not applicable to your company.

22. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: NIL

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: NIL

(c) number of shareholders to whom shares were transferred from suspense account during the year: NIL

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: NIL

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: NA

23. PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

24. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated, implemented various policies. All such policies are available on Companys website www.eleganz.co.in under the Tab named Policies. The Policies are reviewed periodically by the Board and updated based on the need and requirements:

Name of the Policy	Brief Description
Archival Policy	The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time
Code of Conduct for Board & Senior Management Personnel	The policy is aimed to formulate a Code of Conduct for the Director and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company
Nomination and Remuneration Policy	Your Board has framed a policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013
Policy for making payments to NonExecutive Director	The Policy contains the rules for making payments to NonExecutive Directors as per the applicable provisions of the Companies Act, 2013
Policy on criteria for determining Materiality of Events	The policy applies for determining and disclosing material events taking place in the Company
Policy on Materiality of Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions
Terms & Conditions of appointment of Independent Directors	The policy provides framework that regulates the appointment, re-appointment of Independent Directors and defines their roles, responsibilities and powers.
Whistle Blower Policy	The Company has formulates a comprehensive Whistle Blower Policy in line with the provisions of Section 177 (9) and Section 177(10) of the Companies Act, 2013 with a view to enable stakeholders, including Directors, Individual employees to freely communicate their concerns about
	unethical behavior, actual or suspected fraud or violation of the Companys code of conduct an ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy	The Risk Management Policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Policy in case of leak of UPSI	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (PIT Amendment Regulations) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and inform the board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for procedure of inquiry in case of leak of Unpublished Price Sensitive Information (UPSI).
Policy for Evaluation of the Performance of the Board	The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and the individual directors (excluding the director being evaluated).
Insider Trading Policy	Your Company has adopted the policy to regulate, monitor and report trading by the designated persons and their immediate relatives as per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by the designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information.
Code for fair disclosure of UPSI	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of Legitimate purposes for sharing UPSI". The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI.
Policy on preservation of the Documents	The policy deals with the retention of corporate records of the Company.
Policy on Corporate Social Responsibility	Objectives of CSR Policy: 1. To set high standards of quality in the delivery of services in the social sector by creating processes and replicable models;
	2. To create a sense of empathy and equity among employees of the
	3. Company to motivate them to give back to the society.

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED TO ACCESS TO THE AUDIT COMMITTEE:

The Company has a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspended fraud or violation of the Companys code of conduct.

Under the policy, each employee has an assured access to the Chairman of the Audit Committee. The Whistle Blower Policy is displayed on the website of the Company viz. www.eleganz.co.in.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans given, investments made and guarantee given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statement.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Considering the nature of activities being carried on by the Company, it is not mandatory to report details about measures taken by the Company for conservation of energy and technology absorption. However, the Company is taking every possible step to conserve energy wherever possible. Several environment friendly measures were adopted by the Company to conserve energy. The Company increases usage of technology to provide better service to the stake holders. The Company thrives to improve, optimize and manage costs through usage of technology as per business cycles and needs.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

29. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92 and Section 134 (3)(a) of the Act and rules framed thereunder, the Annual Return, for the financial year ended 31st March, 2025 is available on the website of the Company and can be accessed through the web link.

Website link: https://eleganz.co.in/

30. MATERNITY BENEFIT:

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.

31. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the statutory auditors have no reported under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

32. STATUTORY AUDITORS:

In compliance with the provisions of the Section 139, 141, 142 and other applicable provisions, if any of the act and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications/re- enactments thereof, for the time being in the force), M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants (Firm Registration No.: 104184W/W100075) were appointed as Statutory Auditors of the Company by the Members of the Company for a period of 5 (Five) Years i.e. till the conclusion of Annual General Meeting to be held for Financial Year 2026-27. The Company has received confirmation from Statutory Auditors that their continued appointment shall be in accordance with the criteria as provided under Section 141 of the Act.

33. AUDITORS REPORT:

During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

The Auditors have issued and unmodified opinion on the Financial Statements for the Financial Year ended 31st March, 2025. The Auditors Report for the Financial Year ended 31st March, 2025 on the financial statements of the Company is part of this Annual Report.

The Statutory Auditors Report, being devoid of any reservation, qualification, or adverse remarks does not call for any further information, explanation, or comments from the Board under Section 134 (3)(f)(i) of the Companies Act, 2013.

34. SECRETARIAL AUDITORS:

The Board of Directors at its meeting held on 01st August, 2025 have appointed M/s. KDA & Associates (Practicing Company Secretaries) as the Secretarial Auditors of the Company pursuant to Section 204 of the Companies Act, 2013 to undertake the secretarial audit of the Company for the Financial Year 202425.

35. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report as issued by the Secretarial Auditor, in Form MR-3 for the Financial Year 202425 is set out in the Annexure - III to this report and forms integral part of this Annual Report.

The Comments highlighted by the Secretarial Auditor in its report are as mentioned below:

Sr No.	Comments by Secretarial Auditor	Management Clarifications
1.	The Company has delayed in seeking the Structured Digital Database (SDD) software as per provisions of Regulation 3(5) and 3(6) and subsequently entry of sharing the UPSI information was not updated within prescribed time period.	The Company has inadvertently missed the Compliances; however, the Company has complied as on the date of this report.

36. INTERNAL AUDITORS:

The Board of Directors at their meeting held on 16th May, 2025 have appointed M/s. KRAH & Associates, Practicing Chartered Accountants as the Internal Auditors of the Company pursuant to the provisions of the Companies Act, 2013, to undertake Internal Audit of the Company for the Financial Year 2025-26.

37. COST AUDITOR:

Section 148 of the Companies Act, 2013, read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Therefore, the Company is not required to maintain cost records under the said provisions.

38. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial controls of the company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of assets and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial Controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorised, recorded and reported.

39. PARTICULARS OF EMPLOYEES:

The Statement containing the names and other particulars of the employees of the Company as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure -IV to this report.

40. CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015 are not applicable to the Company pursuant to the Regulation 15 (2) of the LODR as the Company is listed on the SME Exchange.

41. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee of the Board sets the Companys CSR Policy. The details of composition of CSR Committee, terms of reference and Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are as per Annexure -V and forms an integral part of this Report. Your Companys CSR Policy is available on the website of the Company at www.eleganz.co.in.

42. DETAILS OF THE APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2024-25 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

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

The Company has not made any settlement with any of its lenders.

44. LISTING FEES

The Listing fees payable for the Financial Year 2024-25 has been paid to National Stock Exchange of India Limited within due date.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The summary of sexual harassment complaints during the financial year is as follows:

Sr. No	Particulars	Nos
1	Number of complaints of sexual harassment received	0
2	Number of complaints disposed of during the year	0
3	Number of cases pending for more than 90 days	0

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

46. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 is not required.

47. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE-TIME DIRECTOR FROM THE COMPANY OR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

There was no receipt of any commission by Managing Director/Whole-time Director from the Company or receipt of commission/remuneration from its holding or subsidiary company.

48. DISCLOSURE REGARDING EMPLOYEES STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees.

49. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares during the year under review.

50. TRANSFER OF UNCLAIMED REFUND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND UNDER SECTION 124(5) OF THE COMPANIES ACT, 2013

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to the Investor Education and Protection Fund (IEPF).

51. DETAILS OF COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:

The Company has complied with the provisions of SEBI Listing Regulations 2015.

No penalties were imposed on the Company by the National Stock Exchange Limited or SEBI or any other statutory authority on any matter related to capital market during the last three years. The details of compliance with mandatory requirements of SEBI Listing Regulations 2015 are as contained in this Report.

52. GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there was no transactions/activities pertaining to these matters during the Financial Year 2024-25.

53. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review.

Your Directors wish to express their immune appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

For and on Behalf of the Board of Directors
Eleganz Interiors Limited
Sd/-.	Sd/-.
Sameer Akshay Pakvasa	Mayank Kumar Sharma
Managing Director & CEO	Whole-time Director
DIN:01217325	DIN:09283513
Date: 29th August, 2025
Place: Mumbai