Encompass Design India Ltd Directors Report

To Dear Members,

ENCOMPASS DESIGN INDIA LIMITED

(Formerly known as Encompass Design India Private Limited) Your directors have pleasure in presenting 16th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March 2026.

1. FINANCIAL SUMMARY (Amount in Lakhs)
PARTICULARS	31ST MARCH, 2026	31ST MARCH, 2025
Revenue from Operations	6812.01	5464.94
Other Income	26.03	36.25
Total Revenue	6838.04	5501.19
Total Expenditure	5203.17	4037.86
Profit before exceptional and extraordinary items and tax	1634.87	1463.32
Less: Extraordinary Items	-	-
Profit Before Tax	1634.87	1463.32
Less: Tax Expenses - Current Tax	354.46	368.65
Deferred Tax	(21.50)	15.29
Income Tax Adjustment of Earlier years	-	-
Profit/loss (after tax)	1301.91	1,079.38
Add: Balance B/F from the Previous Year	1253.20	173.82
Add: Share Premium Account balance	5611.12	1965.47
Less: Bonus Shares issued during the year	(1003.54)	-
Less: Share Issue Expenses	(402.13)
Reserves & Surplus for the year	6760.56	3,218.68

2. STATE OF COMPANYS AFFAIRS / OPERATIONS

The Company has reported total Income of Rs. 6838.04 (in lakhs) and total Expenses of Rs. 5203.17 (in lakhs) for the current year as compared to total Income Rs. 5501.19 (in lakhs) and total Expenses of Rs. 4037.86 (in lakhs)/- in the previous year. Further, net profit for the year under review amounted to Rs. 1301.91 (in lakhs) in the current year as compared to net profit of Rs. 1,079.38 (in lakhs) in the previous year.

3. RESERVES & SURPLUS

As per Standalone financials, the reserves & surplus of the Company as on March 31st, 2026 are as follows:

STATUTORY REPORTS

DIRECTORS REPORT

SR.NO	PARTICULARS	31.03.2026
1.	Balance at the beginning of the year	1253.20
2.	Current Years Profit / Loss	1301.91
3.	Amount of Securities Premium and other Reserves	4205.45
4.	Capitalization on account of issue of bonus shares	-

4. DIVIDEND

The Board of Directors of the Company do not recommend any dividend to the Equity Shareholders for the year under review.

5. SHARE CAPITAL

The Authorised Capital of the Company as on 31st March 2026 is Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March 2026 stood at Rs. 14,18,35,440 (Rupees Fourteen Crore Eighteen lakhs Thirty five Thousand Four Hundred and Forty only) consisting of the 1,41,83,544 (one crore forty one lakhs eighty three thousand five hundred and forty four only) Equity Shares of Rs.10/- (Rupees Ten Only) each.

The Company has increased its paid-up share capital as mentioned below during the period under review:

SR. NO	NO. OF SHARES INCREASE FROM	NO. OF SHARES INCREASE TO	NO. OF SHARES ALLOTTED	ISSUETYPE	DATE OF BOARD MEETING
1.	3,89,725	1,04,25,144	10035419	Bonus issue	05th April, 2025
2.	1,04,25,144	1,41,83,544	3758400	Public issue	09th June, 2025

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

During the financial year ended 31st March, 2026:

1. Initial Public Offer and Listing

During the year under review, the Company completed its Initial Public Offer (IPO) of 37,58,400 Equity Shares of face value of ^10 each at an issue price of ^107 per Equity Share, aggregating to ^4,021.48 lakh. The Equity Shares of the Company were listed on the NSE Emerge Platform of National Stock Exchange of India Limited (NSE) with effect from 12th December, 2025. Consequently, the paid-up share capital of the Company increased from 1,04,25,144 to 1,41,83,544 Equity Shares of ^10 each.

2. Variation in Terms of Objects of the IPO

During the year under review, the Members of the Company, by way of a Special Resolution passed on 30th March 2026, approved the variation in the terms of the objects of the IPO pursuant to Sections 13(8) and 27 of the Companies Act, 2013 and applicable SEBI regulations.

As on 28th February 2026, ^3,516.91 lakh, representing 87.45% of the gross IPO proceeds of ^4,021.48 lakh, had been utilised.

The Members approved the reallocation of the unutilised amount of ^115.57 lakh towards the working capital requirements of the Company, as the relevant original objects had been achieved/substantially fulfilled.

3. Incorporation of Subsidiary

During the year under review, the Board of Directors approved the proposal for incorporation of The Longevity Plan Private Limited, a subsidiary of the Company.

STATUTORY REPORTS DIRECTORS REPORT

Subsequent to the financial year ended 31st March, 2026, the Company incorporated The Longevity Plan Private Limited on 8th July, 2026. The Company subscribed to 4,000 Equity Shares of ^10 each, aggregating to ^40,000, towards its initial subscribed share capital.

Accordingly, as at the date of this Report, The Longevity Plan Private Limited is a subsidiary of the Company.

Subsequent to the financial year ended 31st March, 2026 and up to the date of this Report:

4. Incorporation of Wholly-Owned Subsidiaries

The Board of Directors, at its meeting held on 16th April, 2026, approved the incorporation of wholly-owned subsidiaries in Delaware, United States of America, and Dubai, United Arab Emirates, respectively, to support the Companys international business expansion, subject to applicable statutory and regulatory requirements.

5. Preferential Issue of Equity Shares

The Board of Directors, at its meeting held on 22nd July, 2026, approved the proposed issue of up to 38,10,000 Equity Shares of face value of ^10 each at an issue price of ^250 per Equity Share, including a premium of ^240 per Equity Share, on a preferential basis. The proposal was subsequently approved by the Members at the Extra-Ordinary General Meeting held on 17th August, 2026, subject to receipt of requisite regulatory approvals and completion of applicable formalities.

6. STATEMENT OF DEVIATION/VARIATION AND UTILISATION OF IPO PROCEEDS

The Statement of Deviation/Variation in utilisation of IPO proceeds for the half year ended 31st March, 2026 was reviewed by the Audit Committee and the Board of Directors and submitted to the Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Company also submitted the Monitoring Agency Report on utilisation of IPO proceeds to the National Stock Exchange of India Limited, as applicable.

Accordingly, the Board approved the re-allocation of the unutilised amount, representing 2.87% of the total funds raised, towards meeting the working capital requirements of the Company. The said variation was subsequently approved by the shareholders at the Extra-Ordinary General Meeting held on 30th March, 2026 at 4:00 P.M. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

7. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

During the period under review, the Company came up with Public Issue of 37,58,400 Equity shares each having face value of ^10/- at an issue price ^107 each (including a premium of ^97).

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 262 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Statement of Deviation and Variation for the half year ended 31st March, 2026 was reviewed by the Audit Committee and the Board of Directors and was subsequently filed with the Stock Exchange.

Further, pursuant to Regulation 262(6) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company has also submitted to the National Stock Exchange of India Limited the Monitoring Agency Report on the utilization of the proceeds raised through the public issue of equity shares, along with the Statement of Deviation and Variation for the half year ended 31st March, 2026.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there were no material changes in the nature of business of the company.

STATUTORY REPORTS DIRECTORS REPORT

9. REMUNERATION POLICY AND COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

Pursuant to the Provisions of section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has duly constituted Nomination and Remuneration Committee (NRC) with composition of Independent Directors and Non-Executive Director.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on our website, at https://edipl.in/

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority and Company generally enters into transactions, which are at arms length and in the ordinary course of business.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. The details of such transactions are given in form AOC-2, Attached with this report as Annexure A, which forms part of this Integrated Annual Report. The disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note - 31 to the Balance Sheet as on March 31st, 2026 forming part of this Annual Report.

As per Regulation 23 of the SEBI LODR, the Board has adopted a Policy on Materiality of Related Party Transactions which may be accessed on the Companys website i.e https://edipl.in/

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review there has been no any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

12. AUDITORS

A. Statutory Auditor

Pursuant to the provision of Section 139(8) of the Companies Act, 2013 read with the Companies (Audit and Auditors)

Rules, 2014, M/s. V. K. BESWAL & ASSOCIATES, Chartered Accountants having Firm Registration No. 101083W, were appointed as the Statutory Auditors of the Company for a period of Five Years from the conclusion of 14th Annual General Meeting till the conclusion of the 19th Annual General Meeting for the Financial Year 2028-29, on such terms and conditions and at remuneration as mutually agreed.

B. Internal Auditor

Pursuant to the provision of Section 138 of the Companies Act, 2013, read with rule 13 of the Companies (Accounts)

Rules, 2014, M/s. P R Agarwal & Awasthi, is appointed as an Internal Auditor of the Company, for the term of 5 Years commencing from the Financial Year 2025-26 till the Financial Year 2029-30.

C. Secretarial Auditors Report

The secretarial auditor has not made any remarks/observations/qualifications in the secretarial audit report for the year ended 31st March, 2026. Hence, there is no explanation required for the same. The Secretarial Auditors Report is enclosed as Annexure B to the Boards report, which forms part of this Integrated Annual Report.

STATUTORY REPORTS DIRECTORS REPORT

13. EXPLANATION TO AUDITORS REMARK

The auditors of the company have not made any observations and/or qualifications in their audit report issued on the financial statements of the company of the financial year ended 31st March, 2026. The report of the Statutory Auditors on the Financial Statements forms a part of this Integrated Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report.

14. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

15. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the Year, the company has no subsidiaries,joint ventures or associate Companies.

However, subsequent to the end of the financial year, the Company incorporated a subsidiary, The Longevity Plan Private Limited, on July 8, 2026. Accordingly, the said company became a subsidiary of the Company after the close of the financial year.

16. DECLARATION OF INDEPENDENT DIRECTOR

Ms. Himanshi Tiwari (DIN: 10545195) and Mr. Saahil Prakash Dugar (DIN: 01186726) Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The confirmation was noted by the Board.

17. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

18. CORPORATE GOVERNANCE

The Company is committed to conducting its business in accordance with the highest standards of ethical conduct and governance. It fosters a culture built on strong core values and sound ethical practices, with a consistent focus on transparency, accountability, and integrity across all levels of the organization.

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is noted that companies listed on the SME Exchange are exempted from the requirement to comply with the Corporate Governance provisions as prescribed under the said Regulations.

During the financial year 2025-2026, the Company successfully listed its specified securities on the EMERGE Platform of the National Stock Exchange of India Limited (NSE), which is classified as an SME Exchange. Accordingly, in line with Regulation 15 of the SEBI (LODR) Regulations, 2015, the provisions relating to Corporate Governance — including Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paras C, D, and E of Schedule V — are not applicable to the Company.

In view of the above, the Corporate Governance Report does not form part of this Annual Report.

However, the Company remains fully committed to maintaining high standards of governance and continues to voluntarily follow ethical and transparent business practices in the best interests of its stakeholders.

STATUTORY REPORTS DIRECTORS REPORT

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report in pursuance of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure - C and forms the part of this Annual Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. 63.25 (in Lakhs). Foreign Exchange Used - Rs. 75.45 (in Lakhs).

21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed and there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

22. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPy EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors/KMP of the Company is enclosed as Annexure - E and forms the part of this Annual Report.

23. DISCLOSURES OF COMMITTEE OF THE BOARD

The Company has constituted several committees which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compositions of the Committees are as follows:

(i) Audit Committee

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 (the Act). The composition of the Audit Committee is in conformity with the provisions of the said section:

S.NO.	NAME OF THE DIRECTOR	STATUS IN COMMITTEE	NATURE OF DIRECTORSHIP
1.	Saahil Prakash Dugar	Chairman	Independent Director
2.	Himanshi Tiwari	Member	Independent Director
3.	Ruman Kailash Agarwal	Member	Whole-Time Director

(ii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors was constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act:

STATUTORY REPORTS

DIRECTORS REPORT

S.NO.	NAME OF THE DIRECTOR	STATUS IN COMMITTEE	NATURE OF DIRECTORSHIP
1.	Himanshi Tiwari	Chairman	Independent Director
2.	Saahil Prakash Dugar	Member	Independent Director
3.	Tejpal Singh	Member	Non-Executive Director

(iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted in accordance with Section 178 of the Companies Act, 2013:

S.NO.	NAME OF THE DIRECTOR	STATUS IN COMMITTEE	NATURE OF DIRECTORSHIP
1.	Himanshi Tiwari	Chairman	Independent Director
2.	Amit Dalmia	Member	Chairman & Managing Director
3.	Susmita Dalmia	Member	Whole-Time Director

(iv) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted by the Board of Directors in accordance with Section 135 of the Companies Act, 2013:

S.NO.	NAME OF THE DIRECTOR	STATUS IN COMMITTEE	NATURE OF DIRECTORSHIP
1.	Amit Dalmia	Chairman	Chairman & Managing Director
2.	Susmita Dalmia	Member	Whole-Time Director
3.	Saahil Prakash Dugar	Member	Independent Director

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, the Company has adopted a Policy on Corporate Social Responsibility (CSR) and the Board has constituted a CSR Committee for implementing and monitoring CSR activities. The CSR Committee comprises of three (3) Directors as at 31st March, 2026 viz. Mr. Amit Dalmia (Chairman), Mrs. Susmita Dalmia and Mr. Saahil Prakash Dugar. During the financial year under review, the Committee met twice, and all meetings were held with the presence of the requisite quorum. The CSR Policy of the Company, formulated in line with Schedule VII of the Act, lays down the activities to be undertaken by the Company. A detailed report on CSR activities, as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed hereto as Annexure D .

The CSR Policy is also available on the Companys website at: https://edipl.in/.

24. FINANCIAL STATEMENTS

The financial statements of the company has been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respect with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention.

DIRECTORS REPORT

STATUTORY REPORTS

25. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Your Companys internal control systems are commensurate with the nature of its business and the size and its operations.

The Company has robust and comprehensive Internal Financial Control system over financial reporting commensurate with the size scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, Compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

26. COST RECORDS

Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

27. SEXUAL HARASSMENT

The Company has always been committed to providing a safe, secure, and conducive work environment to its employees. In line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. The Policy is available on the Companys website at https://edipl.in/.

The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Your Directors further state that during the financial year under review, no cases were filed under the POSH Act.

In accordance with the requirements of the MCA Circular dated May 30, 2025, the details of complaints under the POSH Act are as follows:

• Number of sexual harassment complaints received: NIL

• Number of sexual harassment complaints disposed of: NIL

• Number of sexual harassment complaints pending beyond 90 days: NIL

28. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

During the year under review, the Company was in compliance with provisions of the Maternity Benefit Act, 1961.

29. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

The Board is duly constituted according to the provisions of the Companies Act, 2013. The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company. At the year ended March 31, 2026, the Board of Directors comprised of Three Executive Directors and Two Independent Directors and One Non-Independent NonExecutive Director including one Woman Director. The Company has one Chief Financial Officer and a Company Secretary.

The present directors and key managerial personnel of the company are as follows:

NO.	NAME	DESIGNATION	DIN/PAN
1.	Amit Rajendraprasad Dalmia	Chairman & Managing Director	00210919
2.	Susmita Amit Dalmia	Whole-Time Director	02401290

STATUTORY REPORTS

DIRECTORS REPORT

NO.	NAME	DESIGNATION	DIN/PAN
3.	Ruman Kailash Agarwal	Whole-Time Director	11004779
4.	Tarak Amrutlal Nagda	CFO	AFPPN9871C
5.	Himanshi Tiwari	Independent Director	10545195
6.	Saahil Prakash Dugar	Independent Director	01186726
7.	Nikita Dinesh Chandak	Company Secretary	BVWPR4189P
8.	Tejpal Singh	Director	11111989

Appointments and Cessations: During the period under review, there were no changes in the Board/KMP. Subsequent to the end of the reporting financial year ended 31st March, 2026, all regulatory filings have been completed.

30. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31,2026, on its website at https://edipl.in/

31. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, the Board of Directors met 17 (Seventeen) times in total, physically/virtually and the intervening gap between two meetings was within the prescribed statutory period.

32. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013, the Company has adopted all required policies which are available on https://edipl.in/.

33. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, no application has been filed or proceeding is pending against the Company under IBC, 2016.

34. DETAILS OF ONE TIME SETTLEMENT WITH THE BANKS

During the period under review, the Company has not made any one-time settlement with any Banks or Financial Institutions.

35. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors confirm that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed with no material departures;

(ii) Accounting policies were selected and applied consistently with prudent judgments to give a true and fair view of the state of affairs and profit for the period;

(iii) Proper and sufficient care has been taken for maintenance of adequate accounting records for safeguarding assets and preventing/detecting fraud;

(iv) Annual accounts have been prepared on a going concern basis;

(v) Internal financial controls laid down by the Company are adequate and operating effectively; and

(vi) Proper systems devised to ensure compliance with all applicable laws were adequate and operating effectively.

DIRECTORS REPORT

STATUTORY REPORTS

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company is committed to the highest standards of ethical conduct. In compliance with Section 177(10) of the Companies Act, 2013, the Board has formulated a Whistle Blower Policy providing a framework for raising concerns against discrimination, harassment, or unfair practices. The policy is available at https://edipl.in/.

37. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a robust Internal Financial Control system commensurate with its size, scale, and complexity, ensuring reliability of financial reporting, compliance with policies, procedures, and laws, safeguarding of assets, and efficient resource use. Internal Auditors and Management continuously monitor efficacy, reporting regularly to the Audit Committee and Board.

38. BOARD EVALUATION

The Nomination and Remuneration Committee laid down criteria for performance evaluation of the Board, its Committees, and individual Directors (including Independent Directors) covering composition, culture, execution, and governance. Pursuant to the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board evaluated its own performance, Committees, and Directors across engagement, independence, and shareholder protection, expressing full satisfaction.

39. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Neither the Managing Director nor the Whole-Time Directors of the Company receive any commission.

• Particulars of Loan, Guarantees or Investment U/s. 186.

• Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company.

• Voluntary revision as per Section 131 of the Companies Act, 2013.

40. ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation for the co-operation and assistance received from various department of Central and State Government, the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

For and on behalf of the Board of Directors of Encompass Design India Limited
Sd/-	Sd/-
Amit Rajendraprasad Dalmia	Susmita Amit Dalmia
Chairman & Managing Director	Whole-Time Director
DIN: 00210919	DIN: 02401290	Place: Mumbai

Date: 07 September 2026