Directors Report of Eldeco Housing & Industries Ltd.

Mar 31, 2025

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 Company''s performance during the financial year ended March 31, 2025 as compared to the previous financial year ended
March 31, 2024 is summarized below:

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 Company''s consolidated total
revenue stood at '' 14,369.63 lakhs including other income of
'' 975.50 lakhs as compared to total revenue of '' 12,220.49 lakhs
including other income of '' 956.10 lakhs during the previous
financial year ended March 31, 2024.

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

Standalone Financials

During the year under review, on standalone basis, the total
revenue stood at '' 12,845.71 lakhs including other income of
'' 766.08 lakhs as compared to total revenue of '' 10,350.17 lakhs

including other income of '' 802.74 lakhs during the previous
financial year ended March 31, 2024.

As at March 31, 2025, profit after tax stood at '' 2,569.94 lakhs as
compared to the profit of the previous financial year ended March
31, 2024 amounting to '' 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. '' 9/- per equity share of face value of '' 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 Company''s 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 Company''s 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 Company''s 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 Company''s
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 '' 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	: [e-mail]
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 (?)	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 Company''s 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 Company''s
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
[e-mail]

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 '' 45,55,00,000/- (Rupees Forty Five Crore
Fifty Five Lakhs) divided into 14,02,50,000 (Fourteen Crore Two
Lakhs Fifty Thousand) Equity Shares of '' 2/- each and 1,75,00,000
(One Crore Seventy Five Lakhs) Preference shares of '' 10/- each.

Paid- up Share Capital

As on March 31, 2025, the Issued, Subscribed and Paid-up Equity
Share Capital of the Company stood at '' 1,96,66,000/- (Rupees
One Crore Ninety Six Lakhs Sixty Six Thousand) divided into
98,33,000 (Ninety Eight Lakhs Thirty Three Thousand) Equity
Shares of '' 2/- each.

Employees'' Stock Option Scheme

During the year under review, no Employees'' Stock Option
scheme exists in the Company.

Further, the Company has neither issued any shares with
differential voting rights nor any sweat equity shares.

As on March 31, 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

C'' nmm n\ /

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 "Company''s 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 Auditor''s
Report are self-explanatory and therefore, do not call for any
further comments. The Auditor''s 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 Company''s 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 2025¬
2026.

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 [e-mail]

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 Company''s 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 Company''s
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 Auditor''s
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
Company''s 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 Company''s 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 Company''s 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	Nil
the financial year
Number of complaints filed during the financial year	Nil
Number of complaints disposed off during the	Nil
financial year
Number of cases pending for more than 90 days	Nil
Number of complaints pending as at the end of the	Nil
financial year

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 2025¬
2026 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 Director''s 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
Company''s 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
arm''s 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 Company''s 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 Company''s
Bankers, Regulatory Bodies and Stakeholders including other
business associates who have extended their valuable sustained
support and encouragement during the year under review.

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

For and on behalf of the Board
Eldeco Housing and Industries Limited

Pankaj Bajaj

Date: August 29, 2025 Chairman cum Managing Director

Place: New Delhi DIN: 00024735

---

Mar 31, 2024

The Board is pleased to present the 39^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, 2024.

FINANCIAL RESULTS

The Company''s performance during the financial year ended March 31, 2024 as compared to the previous financial year ended March 31, 2023 is summarized below:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	9,547.43	10,492.44	11,264.39	12,914.11
Other Income	802.74	849.95	956.10	1,150.62
Total Income	10,350.17	11,342.39	12,220.49	14,064.73
Expenses
Cost of material consumed, construction and other related project cost	7,096.45	8,534.92	22,429.48	11,054.98
Changes in inventories of finished goods, project in progress	(3,389.79)	(4,317.39)	(17,494.20)	(5,487.81)
Employee benefit expense	836.24	772.29	836.24	772.29
Finance cost	290.57	19.53	291.12	19.97
Depreciation and amortization expense	78.72	67.03	79.98	67.93
Other expenses	1,443.36	1,414.72	1,549.82	1,604.75
Total Expenses	6,355.55	6,491.10	7,692.45	8,032.11
Profit/(Loss) before Tax	3,994.61	4,851.30	4,528.05	6,032.62
Tax Expenses
Current Tax	1,01715	1,266.35	1,146.24	1,569.25
Deferred Tax	(14.70)	24.31	(14.88)	27.29
Earlier year Taxes	-	-	10.87	(0.54)
Total Tax Expenses	1,002.45	1,290.66	1,142.23	1,596.01
Profit/(Loss) for the period	2,992.17	3,560.63	3,385.82	4,436.62
Total comprehensive income for the year	2,996.96	3,565.32	3,390.61	4,441.31

FINANCIAL PERFORMANCE

During the year under review, your Company''s consolidated revenue stood at '' 12,220.49 Lakhs including other income of '' 956.10 Lakhs as compared to total revenue of '' 14,064.73 Lakhs including other income of '' 1,150.62 Lakhs during the previous financial year ended March 31, 2023.

As at March 31, 2024, profit after tax stood at '' 3,385.82 Lakhs as compared to the profit of the previous financial year ended March 31, 2023 amounting to '' 4,436.62 Lakhs.

Further on standalone basis, the total revenue stood at '' 10,350.17 Lakhs including other income of '' 802.74 Lakhs as compared to total revenue of '' 11,342.39 Lakhs including other income of '' 849.95 Lakhs during the previous financial year ended March 31, 2023.

As at March 31, 2024, profit after tax stood at '' 2,992.17 Lakhs as compared to the profit of the previous financial year ended March 31, 2023 amounting to '' 3,560.63 Lakhs.

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

DIVIDEND

Based on the Company''s performance, the Board of Directors at their meeting held on May 16, 2024 have considered and recommended final dividend at the rate of '' 8/- (@ 400%) per equity share of the face value of '' 2/- each for the financial year ended March 31, 2024. The payment of final dividend is 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 Members at the ensuing AGM to be held on Thursday, September 19, 2024

will be paid to those Members whose names appear in the Register of Members as on the Record date i.e. Thursday, September 12, 2024 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. The final dividend will be paid within 30 (Thirty) days of the ensuing AGM subject to the approval of the Members.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of final dividend after deduction of tax at source at prescribed rates as per the Income Tax Act, 1961.

The Company had written to the Members holding shares in physical form requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those shareholders who are yet to respond to the Company''s 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations"), the Board has carried out annual performance evaluation of its own performance, Board Committees and individual directors.

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, understanding business and risks, 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 Committee, effectiveness of Committee meetings, etc.

The performance of individual Directors was evaluated on parameters as defined by the Board and the Nomination and Remuneration Committee, 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 Company''s policies and resolutions, devoting time and effort to understand the Company and its business etc.

In a separate meeting of Independent Directors, the Independent Directors discussed the matters specified in Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, the 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. Performance evaluation of Independent Directors was carried out by the entire Board, excluding the respective Independent Director being evaluated.

As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board has a right balance of discussion between strategic and operational issues. The Board Members are from different backgrounds and bring about different complementarities and deliberations in the Board and Committee Meetings.

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 the shifting of Registered Office of the Company from the State of Uttar Pradesh to the State of Haryana. The Company has filed the order in Form INC-28 with the Competent Authority. "Certificate of Registration of Regional Director of Change of State" is yet to be received from the Authority.

Except as disclosed elsewhere in this report, no other material changes and commitments which could affect the Company''s 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 Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to the Investor Education Protection Fund ("IEPF") in accordance with the procedure prescribed in the IEPF Rules. Accordingly, during

the Financial Year 2023-2024, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 201516 of '' 6,01,430/- (Rupees Six Lakhs One Thousand Four Hundred and Thirty). Further 4,630 (Four Thousand Six Hundred and Thirty) equity shares were transferred to IEPF as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. The details of the shares so transferred are available on the website of the Company at https://www. eldecoaroup.com/investor/eldeco-housina-industries-ltd/investor-relations

The Company has also transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2016-17 of '' 8,17,925/- (Rupees Eight Lakhs Seventeen Thousand Nine Hundred and Twenty Five). Further 6,595 (Six Thousand Five Hundred and Ninety Five) equity shares were transferred to IEPF as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. The details of the shares so transferred are available on the website of the Company at https://www. eldecoaroup.com/investor/eldeco-housina-industries-ltd/investor-relations

Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure.

Details of the Nodal Officer for the purpose of coordinating with IEPF Authority

Name : Ms. Chandni Vij

E-mail ID : [e-mail]

Contact No. : 0522-4039999

Schedule for transfer of unclaimed dividends to the IEPF

Financial Year ended	Rate	Date of Declaration	Last Date for Claiming	Last Date for Transfer to IEPF
31.03.2018 (Final)	125%	28.09.2018	04.11.2025	04.12.2025
31.03.2019 (Final)	175%	27.09.2019	03.11.2026	03.12.2026
31.03.2020 (Interim)	175%	03.03.2020	03.04.2027	03.05.2027
31.03.2021 (Final)	400%	22.09.2021	28.10.2028	28.11.2028
31.03.2022 (Final)	400%	28.09.2022	31.10.2029	30.11.2029
31.03.2023 (Final)	400%	22.09.2023	25.10.2030	24.11.2030

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

NATURE OF BUSINESS

The Company is primarily engaged in the activities 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 the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee

("NRC") of your Board has formulated a NRC Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company. The remuneration paid to the Directors is in line with the NRC 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(s) thereof for the time being in force).

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the NRC Policy of your Company.

The detailed policy is available on the Company''s website https://www.eldecoaroup.com/investor/eldeco-housina-industries-ltd/corporate-aovernance/policies

Disclosures u/s 197(12) of the Companies Act, 2013

Sr. 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.	36.92%
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)	14.29%
	b) Mr. Kapil Saluja (Chief Financial Officer)	20.62%
	c) Ms. Chandni Vij (Company Secretary)	19.76%
3.	The percentage increase in the median remuneration of employees in the financial year.	16.91%
4.	The number of permanent employees on the rolls of Company.	54
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 Company''s 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 2023-24, there was no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company.

Authorized Share Capital

As on March 31, 2024, the Authorized Share Capital of the Company stood at '' 45,55,00,000/- (Rupees Forty Five Crore Fifty Five Lakhs) divided into 14,02,50,000 (Fourteen Crore Two Lakhs Fifty Thousand) Equity Shares of '' 2/- each and 1,75,00,000 (One Crore Seventy Five Lakhs) Preference shares of '' 10/- each.

Paid- up Share Capital

As on March 31, 2024, the Issued, Subscribed and Paid-Up Equity Share Capital of the Company stood at '' 1,96,66,000/-(Rupees One Crore Ninety Six Lakhs Sixty Six Thousand) divided into 98,33,000 (Ninety Eight Lakhs Thirty Three Thousand) Equity Shares of '' 2/- each.

Employees'' Stock Option Scheme

During the year under review, no Employees'' Stock Option scheme exists in the Company.

Further, the Company has neither issued any shares with differential voting rights nor any sweat equity shares.

As on March 31, 2024, 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 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014.

DIRECTORS'' & KEY MANAGERIAL PERSONNEL

There was no change in the composition of the Board of Directors and the Key Managerial Personnel during the year under review. As on March 31, 2024, the Board of Directors comprises 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.

a) Directors

Mr. Anil Tewari (DIN: 02132374), Mr. Ranjit Khattar (DIN: 00726997) & Mr. Ashish Jain (DIN: 00483052) shall cease to be Independent Directors of the Company with effect from the conclusion of the 39^th AGM scheduled to be held on Thursday, September 19, 2024, consequent upon completion of their tenure of 2 (Two) consecutive terms of 5 (Five) years each as Independent Director. The Board places on record its appreciation for the guidance and support provided by them during their association with the Company.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board, Mr. Ajay Mehra (DIN: 00022010), Mr. Harendra Kumar Jaggi (DIN: 06601383) & Mr. Pawan Kumar Dhawan (DIN: 07327568) shall be appointed as Non-Executive Independent Directors of the Company for a consecutive period of 5 (Five) years with effect from the conclusion of the 39^th AGM scheduled to

be held on Thursday, September 19, 2024 till the conclusion of the 44^th AGM scheduled to be held in the year 2029, subject to approval of the Members at the ensuing AGM of the Company.

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

In accordance with the provisions of Section 152(6) and other applicable provisions, if any, of the Act, 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 Nomination and Remuneration Committee, has proposed the re-appointment of Mr. Jajodia for approval of the Members at the ensuing AGM of the Company.

Brief profile and other details relating to the Directors who are to be appointed/re-appointed as stipulated under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of the AGM forming part of this Annual Report.

Further, pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations and also none of the Directors of the Company are disqualified under Section 164(2) of the Act. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Directors and Senior Management Personnel.

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have 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. Further, Independent Directors have successfully registered themselves in the Independent Director''s data bank maintained by Indian Institute of Corporate Affairs.

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 Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors, to the best of their knowledge and belief confirm that:

a. In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b. The Directors had 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, 2024 and of the profits of the Company for the year ended on that date;

c. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts of the Company have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. Proper systems have been devised 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 Thirty Seventh (37^th) AGM of the Company held on September 28, 2022 approved the appointment of M/s Doogar & Associates, Chartered Accountants (Firm Registration Number: 000561N), as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the Thirty Seventh (37^th) AGM till the conclusion of the Forty Second (42^nd) AGM to be held in the year 2027.

The requirement to place the matter relating to ratification of appointment of auditors by the Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018.

The Report given by M/s Doogar & Associates, Chartered Accountants on the financial statements of the Company for the financial year ended March 31, 2024 is a part of this Annual Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Notes on the Financial Statements and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and therefore do not call for any further comments.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or reenacted from time to time) and Regulation 24A of the SEBI Listing Regulations, the Company has re-appointed M/s R K Tandon & Associates (Firm Registration No. P2001UP072500), Practicing Company Secretaries and Corporate Consultants represented by Mr. R. K. Tandon (Membership No.: FCS 672; CP No.: 3556), to undertake secretarial audit of the Company. Accordingly, Secretarial Audit Report for the financial year ended March 31, 2024 given by the Secretarial Auditor of the Company in prescribed Form MR-3 forms part to this report as "Annexure-B".

Also, the Secretarial Audit Report for FY 2023-2024 in Form MR-3 in respect of Omni Farms Private Limited, the material unlisted subsidiary of the Company, forms part of this report as "Annexure-C"

The said reports are self-explanatory and do not contain any adverse observation or qualification.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s R K Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R K Tandon (Membership No.: FCS 672; CP No.: 3556) on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued thereunder and the same has been submitted with the Stock Exchanges within the prescribed due date.

c) Internal Auditor

M/s Seth & Associates, Chartered Accountants (Firm Registration Number: 001167C) represented by Mr. Dhruv Seth (Membership No. 404028) have carried out internal audit for the financial year 2023-2024. The Board of Directors at their meeting held on May 16, 2024 have re-appointed M/s Seth & Associates, Chartered Accountants, Lucknow as the Internal Auditors of the Company for the Financial Year 2024-2025.

The Internal Audit Reports were placed before the Audit Committee and the Board of Directors at periodic intervals.

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, 2024.

The Cost Audit Report for the financial year ended March 31, 2024 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 Companies Act, the Board of Directors of the Company has in its Meeting held on August 23, 2024 and based on the recommendation of the Audit Committee, re-appointed M/s Paliwal & Associates (FRN: 000368) as Cost Auditors of the Company for the financial year 2024-25 to carry out an 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.

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 by the Company, by its Officers or Employees to the Board or Audit Committee under Section 143(12) of the Act.

SUBSIDIARY COMPANIES

As on March 31, 2024, the Company has 40 wholly owned subsidiaries and there has been no material change in the nature of the business of the subsidiaries.

A separate statement containing the salient features of financial statements of the subsidiary Companies in Form No. AOC-1 forms a part of the Consolidated Financial Statements (CFS) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended.

The said Form also highlights the financial performance of each of the subsidiaries, included in the CFS of the Company, pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with the provisions of Section 136 of the Act, the financial statements of the subsidiaries 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 financial statements may write to the Company Secretary at [e-mail]

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements and separate audited Financial Statements in respect of subsidiary Companies are available on the website of the Company at https://www. eldecogroup.com/investor/eldeco-housing-industries-Itd/investor-relations/financial-information/subsidiary-financials/

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. Conception Realtors Private Limited

7. Conviction Constructions Private Limited

8. Deepjyoti Constructions Private Limited

9. Dua Constructions Private Limited

10. Eco World Properties Private Limited

11. Eldeco Inception Buildtech Private Limited*

12. Eldeco Prosper Constructions Private Limited**

13. Erudite Constructions Private Limited

14. Facility Constructions Private Limited

15. Flourish Constructions Private Limited

16. Frozen Constructions Private Limited

17. Garv Constructions Private Limited

18. Heather Buildcon Private Limited

19. Iris Realtors Private Limited

20. Khwahish Constructions Private Limited

21. Miraculous Properties Private Limited

22. Neo Realtors Private Limited

23. Neptune Infracon Private Limited

24. Numerous Constructions Private Limited

25. Omni Farms Private Limited

26. Placate Constructions Private Limited

27. Primacy Constructions Private Limited

28. Proficiency Real Estate Private Limited

29. Samarpit Constructions Private Limited

30. Shivaye Constructions Private Limited

31. Spring Greens Realty Private Limited

32. Suniyojit Constructions Private Limited

33. Supremacy Builders Private Limited

34. Sushobhit Constructions Private Limited

35. Swarajya Builders Private Limited

36. Swarg Constructions Private Limited

37. Swabhiman Buildtech Limited

38. Turbo Realtors Private Limited

39. Utsav Constructions Private Limited

40. Yojna Constructions Private Limited

*Name of the Company has been changed from "Inception Buildtech Private Limited" to "Eldeco Inception Buildtech Private Limited" w.e.f November 01,

2023.

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

Material Subsidiaries

As at March 31, 2024, the Company has 1 (One) Material Subsidiary. Omni Farms Private Limited, a wholly owned subsidiary of the Company is a material subsidiary of the Company under Regulation 16(1)(c) of the SEBI Listing Regulations. Your Company has formulated a policy for determining material subsidiaries. The policy is available on the Company''s website at https://www.eldecogroup. com/investor/eldeco-housina-industries-ltd/corporate-governance/policies.

STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2024, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statements has been prepared in accordance with IND AS and relevant provisions of the Act based on the financial statements received from subsidiaries as approved by their respective Board of Directors.

In accordance with the provisions of the Act and Regulation 33 of the SEBI Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2023-2024, together with the Auditors'' Report, forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a CSR Committee and the Board has approved the CSR Policy based on the recommendation of the CSR Committee. The Policy is available on the website of the Company at https:// www.eldecoaroup.com/investor/eldeco-housina-industries-ltd/corporate-aovernance/policies. The Policy is also reviewed by the Board on time-to-time basis.

Annual Report on CSR activities during the year under review as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is attached as "Annexure-D" The terms of reference of the CSR Committee is provided in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year ended March 31, 2024 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 the Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the SEBI Listing Regulations forms a part of this Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to the SEBI Listing Regulations and applicable provisions of the Act forms part of the Corporate Governance 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 Registered Office of the Company from the State of Uttar Pradesh to the State of Haryana. The Company has filed the order in Form INC-28 with the Competent Authority. "Certificate of Registration of Regional Director of Change of State" is yet to be received from the Authority.

No other significant and material orders have been passed by any Regulator or Court, which can have an impact on the going concern status and the Company''s operations in future.

ANY PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review which materially impact the business of the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. The Company''s 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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and Whistle Blower Policy as per the provisions of Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for its Directors and employees to report concerns about

unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

The said Policy has been shared with all the concerned and has also been placed on the website of the Company at https://www.eldecogroup.com/investor/ eldeco-housing-industries-ltd/corporate-governance/ policies

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company''s process ensures complete anonymity and confidentiality of information. The below table provides details of complaints received/disposed during the financial year 2023-2024.

Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending as on end of the financial year	Nil

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Board confirms that, pursuant to the provisions of Section 118 (10) of the Act, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") as amended from time to time.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE 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

There were no instances of one-time settlement with any bank or financial institution during the financial year under review.

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: Your 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. The Company 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 are presently listed at BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company has paid the listing fees of both BSE and NSE for the financial year 2024-2025.

OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

a) Extracts of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Act, the Annual Return of the Company as at March 31, 2024 is available on the website of the Company at https://www.eldecoaroup.com/investor/ eldeco-housina-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 6 (Six) times in accordance with the provisions of the Act and Rules made thereunder. 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 intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

Additionally, on February 09, 2024, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act and the provisions of the SEBI Listing Regulations.

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

Details of composition, terms of reference and number of meetings held for respective Committees are given 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. Anil Tewari as the Chairman and Mr. Pankaj Bajaj, Mr. Ranjit Khattar and Mr. Ashish Jain 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. The Policy can be accessed on the Company''s website at https://www.eldecoaroup. com/investor/eldeco-housina-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 related party transactions entered during the year were approved by the Audit Committee and were in ordinary course of the business and at arm''s length basis. None of the transactions with any of related parties were in conflict with the Company''s 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 related party transactions 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 2023-2024 and hence does not form part of this Report.

Details of related party transactions entered into by the Company, in terms of IND AS 24 have been disclosed in notes to the Standalone & Consolidated Financial Statements forming a part of this Annual Report.

f) Particulars of Loans, Guarantees and Investments

The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Pursuant to the provisions of Section 186 of the Act, the particulars of Loans, Guarantees and Investments made by the Company during the year under review, 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 2023-2024 with regard to the Financial Statements and other matters. The said Certificate is attached herewith 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 Company''s Bankers, Regulatory Bodies and Stakeholders including other business associates who have extended their valuable sustained support and encouragement during the year under review.

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

For and on behalf of the Board Eldeco Housing and Industries Limited

Pankaj Bajaj

Date: August 23, 2024 Chairman cum Managing Director

Place: New Delhi DIN: 00024735

---

Mar 31, 2023

The Board is pleased to present the 38^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, 2023.

FINANCIAL RESULTS

The Company''s performance during the financial year ended March 31, 2023 as compared to the previous financial year ended March 31, 2022 is summarized below:

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from Operations	10,492.44	9,971.13	12,914.11	12,687.59
Other Income	849.95	809.90	1,150.62	1,029.45
Total Income	11,342.39	10,781.03	14,064.73	13,717.03
Expenses
Cost of material consumed, construction and other related project cost	8,534.92	5,137.54	11,054.98	7,273.40
Changes in inventories of finished goods, project in progress	(4,317.39)	(1,998.23)	(5,487.81)	(2,403.75)
Employee benefit Expenses	772.29	578.00	772.29	578.00
Finance cost	150.13	95.04	166.40	101.69
Depreciation and amortization Expenses	67.03	66.06	67.93	67.24
Other expenses	1,284.12	1,120.43	1,458.33	1,274.72
Total Expenses	6,491.10	4,998.55	8,032.11	6,891.29
Profit before Tax	4,851.30	5,782.48	6,032.62	6,825.75
Tax Expenses:
Current Tax	1,266.35	1,464.48	1,569.25	1,737.44
Deferred Tax	24.31	25.32	27.29	32.45
Earlier year Taxes	-	-	(0.54)	(24.08)
Total Tax Expenses	1,290.66	1,489.80	1,596.01	1,745.81
Profit after Tax	3,560.63	4,292.68	4,436.62	5,079.94
Total comprehensive income for the year	3,565.32	4,292.88	4,441.31	5,083.79

FINANCIAL PERFORMANCE

During the year under review, your Company''s consolidated revenue stood at ? 14,064.73 Lakhs including other income of ? 1,150.62 Lakhs as compared to total revenue of ? 13,717.03 Lakhs including other income of ? 1,029.45 Lakhs during the previous financial year ended March 31, 2022. As at March 31, 2023, profit after tax stood at ? 4,436.62 Lakhs as compared to the previous financial year ending March 31, 2022, profit after tax at ? 5,079.94 Lakhs.

Further on standalone basis, the total revenue stood at ? 11,342.39 Lakhs including other income of ? 849.95 Lakhs as compared to total revenue of ? 10,781.03 Lakhs including other income of ? 809.90 Lakhs during the previous financial year ended March 31, 2022. As at March 31, 2023, profit after tax stood at ? 3,560.63 Lakhs as compared to the profit of previous financial year ended March 31, 2022 amounting to ? 4,292.68 Lakhs.

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

DIVIDEND

Based on the Company''s performance, the Board of Directors at their meeting held on May 15, 2023 have recommended final dividend at the rate of ? 8/- (@ 400%) per equity share of the face value of ? 2/- each fully paid up for the financial year ended March 31, 2023. The payment of final dividend is 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 Members at the ensuing AGM to be held on Friday, September 22, 2023 will be paid to those Members whose names appear in the Register of Members as on the Record date i.e. Friday, September 15, 2023 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, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source at prescribed rates as per the Income Tax Act, 1961.

The Company had written to the Members holding shares in physical form requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those shareholders who are yet to respond to the Company''s 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 along (‘‘RTA’’) with a photocopy of a cancelled cheque and self-attested copy of PAN card. 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 the Companies Act, 2013 (‘‘the Act’’) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘the SEBI Listing Regulations”), the Board has carried out an annual evaluation of its own performance, Board Committees and individual directors.

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, understanding business and risks, 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 Committee, effectiveness of Committee meetings, etc.

The performance of individual Directors was evaluated on parameters as defined by the Board and the Nomination and Remuneration Committee, 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 Company''s policies and resolutions, devoting time and effort to understand the Company and its business etc.

In a separate meeting of Independent Directors, the 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. Performance evaluation of Independent Directors was carried out by the entire Board, excluding the respective Independent Director being evaluated.

As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board has a right balance of discussion between strategic and operational issues. The Board Members from different backgrounds bring about different complementarities and deliberations in the Board and Committee Meetings are enriched by such diversity and complementarities. The Board Evaluation Policy is available on the Company''s website at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies

MATERIAL CHANGES AND COMMITMENT

During the year under review, following material change took place:

1) Listing of equity shares of the Company on National Stock Exchange of India Limited

The Equity Shares of the Company got listed on National Stock Exchange of India Limited (‘‘NSE’’) and were admitted to dealings on the Exchange w.e.f. Tuesday, April 12, 2022 as per the details given below:

Description	Symbol	Series	No. of
of Securities			Securities
Equity shares of ? 2/-	ELDEHSG	EQ	98,33,000
each fully paid up

NSE is the largest exchange in the Country in terms of trading volumes. Listing at NSE shall provide more visibility to the Company and better reach.

Except as disclosed elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company which have occured 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 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘‘IEPF Rules’’) and relevant circulars and amendments, all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to the Investor Education Protection Fund (‘‘IEPF’’) in accordance with the procedure prescribed in the IEPF Rules. Accordingly, during the Financial Year 2022-2023, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2014-15 of ? 1,60,324/- (Rupees One Lakh Sixty Thousand Three Hundred and Twenty Four). Further 3000 (Three Thousand) equity shares of ? 2/- each were transferred to IEPF as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. The details of the shares so transferred are available on the website of the Company at www.eldecogroup.com .

The Company has also transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2015-16 of ? 6,01,430/- (Rupees Six Lakhs One Thousand Four Hundred and Thirty). Further 4630 (Four Thousand Six Hundred and Thirty) equity shares of ? 2/- each were transferred to IEPF as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years.

Any Member whose dividend entitlements and/or shares are transferred to IEPF can claim their dividends/shares by making an online application in Form I EPF-5 available on www.iepf.gov.in .

Details of the Nodal Officer for the purpose of coordinating with IEPF Authority Name : Ms. Chandni Vij, Company Secretary Email : [e-mail] Contact No. : 0522-4039999 Schedule for transfer of unclaimed dividends to the IEPF:
Financial Year ended	Rate	Date of Declaration	Last Date for Claiming	Last Date for Transfer to IEPF
31.03.2017(Interim)	125%	14.02.2017	23.03.2024	22.04.2024
31.03.2018 (Final)	125%	28.09.2018	04.11.2025	04.12.2025
31.03.2019 (Final)	175%	27.09.2019	03.11.2026	03.12.2026
31.03.2020 (Interim)	175%	03.03.2020	03.04.2027	03.05.2027
31.03.2021 (Final)	400%	22.09.2021	28.10.2028	28.11.2028
31.03.2022 (Final)	400%	28.09.2022	31.10.2029	30.11.2029

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-undaimed-dividend

NATURE OF BUSINESS

The Company is primarily engaged in the activities 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 the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee (‘‘NRC’’) of your Board has formulated a Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.

The detailed policy is available on the Company’s website https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/ corporate-governance/policies

DISCLOSURES U/S 197(12) OF THE COMPANIES ACT, 2013

S. No.	Particulars	Responses
1.	The ratio/percentage of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	27.25%
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)	16.67%
	b) Mr. Kapil Saluja (Chief Financial Officer)	45.68%
	c) Ms. Chandni Vij (Company Secretary)	34.24%
3.	The percentage increase in the median remuneration of employees in the financial year.	16.96%
4.	The number of permanent employees on the rolls of Company.	50
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 Company''s 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 interested in obtaining a copy of the said statement may write to the Company Secretary at [e-mail]

SHARE CAPITAL

During the financial year 2022-23, there was no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company. As on March 31, 2023, the Company is having Authorized Share Capital of ? 45,55,00,000/- divided into 14,02,50,000 Equity Shares of ? 2/- each and 1,75,00,000 Preference shares of ? 10/-each. The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on March 31, 2023 is ? 1,96,66,000/- divided into 98,33,000 Equity Shares of ? 2/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2023, 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 Equity Shares of the Company.

DEPOSITS

During the year under review, the 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 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014.

DIRECTORS’ & KEY MANAGERIAL PERSONNEL

There was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.

a) Directors

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act, 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 based on the recommendation of Nomination and Remuneration Committee, has proposed the re-appointment for approval of the Members at the ensuing AGM of the Company.

Brief profile and other information of the Director seeking reappointment along with the other details as stipulated under the SEBI Listing Regulations are provided in the Notice of the AGM forming part of this Annual Report.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and also none of the Directors of the Company are disqualified under Section 164(2) of the Act. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Directors and Senior Management Personnel.

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 are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief confirm that:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;

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 as at March 31, 2023 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 Annual Accounts of the Company have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. Proper systems have been devised 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 Thirty Seventh (37^th) AGM of the Company held on September 28, 2022 approved the appointment of M/s Doogar & Associates, Chartered Accountants (Firm Registration Number: 000561N), as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of Thirty Seventh (37^th) AGM till the conclusion of the Forty Second (42^nd) AGM to be held in the year 2027.

The Report given by M/s Doogar & Associates, Chartered Accountants on the financial statements of the Company for the financial year ended March 31, 2023 is a part of this Annual

Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Notes on the Financial Statements and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and therefore do not call for any further comments.

b) Secretarial Auditors

M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. F672; CP No. 3556) have carried out secretarial audit for the financial year 2022-2023. The Board of Directors at their meeting held on May 15, 2023 have re-appointed M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. F672; CP No. 3556) as the Secretarial Auditors of the Company for the Financial Year 2023-2024.

As required under the provisions of Section 204 of the Act and pursuant to Regulation 24A of the SEBI Listing Regulations, the report in respect of the Secretarial Audit for FY 2022-23 carried out by M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. FCS F672; CP No. 3556), in Form MR-3 forms part to this report as “Annexure-B”. Also, the Secretarial Audit Report for FY 2022-2023 in Form MR-3 in respect of Omni Farms Private Limited, the material unlisted subsidiary of your Company, forms part of this report as “Annexure-C”. The said reports are self-explanatory and do not contain any adverse observation or qualification.

Pursuant to Regulation 24A of the SEBIListing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. FCS F672; CP No. 3556) on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued there under and the same has been submitted with the Stock Exchanges within the prescribed due date.

c) Internal Auditor

M/s Seth & Associates, Chartered Accountants (Firm Registration Number: 001167C) represented by Mr. Dhruv Seth (Membership No. 404028) have carried out internal audit for the financial year 2022-2023. The Board of Directors at their meeting held on May 15, 2023 have re-appointed M/s Seth & Associates, Chartered Accountants, Lucknow as the Internal Auditors of the Company for the Financial Year 2023-2024.

The Internal Audit Reports were placed before the Audit Committee and the Board of Directors at periodic intervals.

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 subsection (1) of Section 148 of the Act for the financial year ended March 31, 2023.

Pursuant to Section 148 of the Act, the Board of Directors of the Company has in its Meeting held on August 3, 2023 and based on the recommendation of the Audit Committee, re-appointed M/s Paliwal & Associates (FRN: 0000368) as Cost Auditors of the Company for the financial year 2023-24 to carry out an 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.

The Cost Audit Report for the financial year ended March 31, 2023 is under finalization and shall be filed with the Central Government within the prescribed time limit.

e) Reporting of Frauds by Auditors

During the year under review, the Auditors have not reported any instances of frauds committed by the Company, by its Officers or Employees to the Board or Audit Committee under Section 143(12) of the Act.

SUBSIDIARY COMPANIES

As on March 31, 2023, the Company has 40 wholly owned subsidiaries and there has been no material change in the nature of the business of the subsidiaries.

The following wholly owned Subsidiaries were incorporated during the year 2022-2023:

1) Conception Realtors Private Limited- Incorporated w.e.f. June 30, 2022;

2) Miraculous Properties Private Limited- Incorporated w.e.f. June 30, 2022;

3) Supremacy Builders Private Limited- Incorporated w.e.f. June 30, 2022;

4) Proficiency Real Estate Private Limited- Incorporated w.e.f. July 1, 2022;

5) Ascendancy Constructions Private Limited- Incorporated w.e.f. July 5, 2022;

6) Inception Buildtech Private Limited- Incorporated w.e.f. July 13, 2022.

During the year 2022-2023, Villa Constructions Private Limited, a subsidiary Company of the Company ceased to be a subsidiary with effect from September 22, 2022.

Omni Farms Private Limited, a wholly owned subsidiary of the Company is a material subsidiary of the Company under Regulation 16(1)(c) of the SEBI Listing Regulations. The policy for determining material subsidiaries of the Company has been provided at https:// www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies.

Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of financial statements of the subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company and separate audited financial statements in respect of the subsidiaries are available on the website of the Company at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/investor-relations/financial-information/ subsidiary-financials/

The Company shall make available the Annual Accounts and other related detailed information of the subsidiaries to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiaries shall also be kept open for inspection by the Members at the Registered Office of the Company.

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. Conception Realtors Private Limited

7. Conviction Constructions Private Limited

8. Deepjyoti Constructions Private Limited

9. Dua Constructions Private Limited

10. Eco World Properties Private Limited

11. Erudite Constructions Private Limited

12. Facility Constructions Private Limited

13. Flourish Constructions Private Limited

14. Frozen Constructions Private Limited

15. Garv Constructions Private Limited

16. Heather Buildcon Private Limited

17. Inception Buildtech Private Limited

18. Iris Realtors Private Limited

19. Khwahish Constructions Private Limited

20. Miraculous Properties Private Limited

21. Neo Realtors Private Limited

22. Neptune Infracon Private Limited

23. Numerous Constructions Private Limited

24. Omni Farms Private Limited

25. Placate Constructions Private Limited

26. Primacy Constructions Private Limited

27. Proficiency Real Estate Private Limited

28. Prosper Constructions Private Limited

29. Samarpit Constructions Private Limited

30. Shivaye Constructions Private Limited

31. Spring Greens Realty Private Limited

32. Suniyojit Constructions Private Limited

33. Supremacy Builders Private Limited

34. Sushobhit Constructions Private Limited

35. Swarajya Builders Private Limited

36. Swarg Constructions Private Limited

37. Swabhiman Buildtech Limited

38. Turbo Realtors Private Limited

39. Utsav Constructions Private Limited

40. Yojna Constructions Private Limited

STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2023, in accordance with the requirements of

the Companies (Indian Accounting Standards) Rules, 2015 (IND-AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statements has been prepared in accordance with IND- AS and relevant provisions of the Act based on the financial statements received from subsidiaries as approved by their respective Board of Directors.

In accordance with the provisions of the Act and Regulation 33 of the SEBI Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2022-2023, together with the Auditors’ Report, forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a CSR Committee and the Board has approved the CSR Policy based on the recommendation of the CSR Committee. The Policy is available on the website of the Company at https://www.eldecogroup.com/investor/ eldeco-housing-industries-ltd/corporate-governance/policies. The Policy is also reviewed by the Board on time-to-time basis.

Annual Report on CSR activities during the year under review as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is attached as “Annexure-D”. The terms of reference of the CSR Committee is provided in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report with detailed review of operations, performance and future outlook, as required under Regulation 34 read with Schedule V to the SEBIListing Regulations, has been separately furnished in the Annual Report and forms a part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India. The Corporate Governance Report as stipulated under the SEBI Listing Regulations forms a part of this Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to the SEBI Listing Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

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

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company’s operations in future.

There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

INTERNAL FINANCIAL CONTROLS

The Company’s 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. Details on the Internal Financial Controls of the Company forms part of the Management Discussion and Analysis Report forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and Whistle Blower Policy as per the provisions of Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and Regulation 9A(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for its Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

The said Policy has been shared with all the concerned and has also been placed on the website of the Company at https://www. eldecogroup.com/investor/eldeco-housing-industries-ltd/ corporate-governance/policies

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company''s process ensures complete anonymity and confidentiality of information. The below table provides details of complaints received/ disposed during the financial year 2022-2023.

Number of complaints filed during the financial year	NIL
Number of complaints disposed of during the financial year	NIL
Number of complaints pending as on end of the financial year	NIL

COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, the Board confirms that, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘‘ICSI’’) as amended from time to time.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE 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

There are no instances of one time settlement during the financial year under review.

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: Your 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. The Company 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 are presently listed at BSE Limited (‘‘BSE’’) and National Stock Exchange of India Limited* (‘‘NSE’’). The Company has paid listing fees of BSE and NSE for the financial year 2023-2024.

*The equity shares of the Company got listed on NSE and were admitted to dealings on the Exchange w.ef April 12, 2022.

OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

a) Extracts of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Act, the Annual Return of the Company as at March 31, 2023 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 Director''s Report.

b) Meetings of the Board

During the year under review, the Board of Directors duly met Five (5) times in accordance with the provisions of the Act and Rules made there under. The Notice and agenda of the meeting was 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 intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

Additionally, on February 13, 2023, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act, and the provisions of the SEBI Listing Regulations.

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 pertaining to composition, terms of reference, number of meetings held and attendance thereat for respective Committees have been enumerated in the Corporate Governance Report forming part of this Annual Report.

d) Audit Committee

The Board has constituted an Audit Committee, which comprises of Mr. Anil Tewari as the Chairman and Mr. Pankaj Bajaj, Mr. Ranjit Khattar and Mr. Ashish Jain 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 Corporate Governance Report, which forms a part of this Annual report. The recommendations made by the Audit Committee were accepted by the Board of Directors during the year.

e) Related Party Transactions

In line with the requirements of the Act and the SEBIListing Regulations, the Company has formulated a Policy on Related Party Transactions. The updated Policy can be accessed on the Company’s 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 related party transactions entered during the year were approved by the Audit Committee and were in ordinary course of the business and at arm’s length basis. None of the transactions with any of related parties were in conflict with the Company’s 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 Related Party Transactions 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 2022-2023 and hence does not form part of this Report.

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in notes to the standalone/consolidated financial statements forming a part of this Annual Report.

f) Particulars of loans, guarantees and investments

The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to loans, guarantees or investments during the year.

Pursuant to the provisions of Section 186 of the Act, particulars of loans, guarantees and investments made by the Company have been disclosed in the notes to the financial statements.

ACKNOWLEDGEMENT

The Board of Directors 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. Your Directors would also like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Bankers, Financial Institutions, Customers, Employees, Suppliers, other Business Associates and various other stakeholders.

---

Mar 31, 2018

To,

The Members,

Eldeco Housing and Industries Limited

The Directors have pleasure in presenting the 33rd Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

The summarized financial results for the year ended 31st March, 2018 and for the previous year ended 31st March, 2017 are as follows:

(Rs. in Lacs)

	Standalone		Consolidated
	31st March, 2018	31st March, 2017	31st March, 2018	31st March 2017
Revenue:
1) Revenue from operations	7435.48	7270.28	10898.30	16908.95
2 ) Other Income	352.76	157.06	465.02	540.73
Total Income	7788.24	7427.34	11363.32	17449.67
Expenses:
1) Cost of material consumed, construction and other related project cost	5646.92	3031.79	8005.05	10732.08
2) Changes in inventories of finished goods, project in progress	(2315.10)	1474.14	(2110.94)	1248.05
3) Employee benefit Expense	414.43	313.82	455.16	414.16
4) Finance cost	170.84	558.16	196.86	301.59
5) Depreciation and amortization expense	24.44	36.05	27.10	50.54
6) Other expenses	1065.65	604.86	1133.97	1009.50
Total Expenses	5007.19	6018.82	7707.20	13755.91
Profit before Tax (PBT)	2781.05	1408.52	3656.12	3693.76
Tax Expenses:
1) Current tax	961.51	479.44	1205.95	1275.87
2) Deferred tax	(77.85)	19.40	(80.41)	17.44
3) Earlier year Taxes	-	-	(4.32)	29.15
Total Tax Expenses	883.66	498.84	1121.23	1322.46
Profit after Tax	1897.39	909.68	2534.89	2371.30
Total Other comprehensive income	0.35	0.55	0.35	0.55
Total comprehensive income for the year	1897.75	910.24	2535.24	2371.85

STATE OF COMPANY’S AFFAIRS

During the year under review, your Company recorded on consolidated basis total revenue of Rs. 11363.32 lacs including other income of Rs. 465.02 lacs as against total revenue of Rs. 17449.67 lacs including other income of Rs. 540.73 lacs of the previous financial year ended 31st March, 2017.There is a growth in the profit for the year ended 31st March, 2018 amounting to Rs. 2535.24 lacs as compared to the previous financial year profit ended 31st March, 2017 amounting to Rs. 2371.85 lacs. Further, your Company recorded on Standalone basis total revenue of Rs. 7788.24 lacs including other income of Rs. 352.76 lacs as against total revenue of Rs. 7427.34 lacs including other income of Rs. 157.06 lacs of the previous financial year ended 31st March, 2017. There is a growth in the profit for the year ended 31st March, 2018 at Rs. 1897.75 lacs as compared to the financial year profit ended 31st March, 2017 at Rs. 910.24 lacs.

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of its committees.

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 quality, understanding business and risks, 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 committee, effectiveness of committee meetings, etc.

The performance of individual directors was evaluated on parameters as defined by the Board and the Nomination and Remuneration Committee, 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 Company’s policies and resolutions, devoting time and efforts to understand the company and its business etc.

In a separate meeting of Independent Directors, the performance of Non- Independent Directors, performance of Board as a whole and the performance of Chairman was evaluated, taking into account views of Executive and Non- executive Directors. Performance evaluation of Independent Directors was carried out by the entire Board, excluding the respective Independent Director being evaluated.

MATERIAL CHANGES AND COMMITMENT

Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

DIVIDEND

Your Directors in its meeting held on 25th May, 2018 have recommended a final dividend at the rate of Rs. 12.50 per equity share, i.e 125% of the paid up Equity Share Capital for the financial year ended March 31, 2018 (previous year Rs. 12.50 per equity share, i.e 125% of the paid up Equity Share Capital). The recommendation is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) to be held on 28th September, 2018.

The dividend shall be paid to members whose names appear in the Register of Members as on 21st September, 2018 and in respect of shares held in dematerialized form, it shall be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“ the Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares have also been transferred as per the requirements of the IEPF rules.

FRAUDS REPORTED UNDER SUB SECTION 12 OF SECTION 143 BY THE AUDITOR

During the year under review, no frauds under section 143(12) of the Companies Act, 2013 were reported to the Board by the Auditor.

CHANGE IN THE NATURE OF BUSINESS

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

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves during the financial year 2017-2018.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Board of the Company has taken all necessary steps for identifying the potential risks of your 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.

DISCLOSURES U/S 197(12) OF THE COMPANIES ACT, 2013 WITH RESPECT TO RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION

During the year under review, directors have not been paid remuneration except for the sitting fees to the Non-executive directors; therefore, it was not possible to determine the ratio of the remuneration of each Director to the median employee’s remuneration.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2018 was Rs. 196.66 lacs. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2018 none of the Directors of the Company held Shares or Convertible instruments of the Company except Mr. Pankaj Bajaj, Chairman cum Managing Director who holds 10,68,267equity shares.

PUBLIC DEPOSITS

No fresh/renewal of deposits was accepted during the financial year 2017-18 from the Public, Shareholders and Employees. There was no unclaimed deposit as at 31st March, 2018, therefore no amount was outstanding as of the Balance Sheet date.

DIRECTORS’ & KEY MANAGERIAL PERSONNEL

a) Changes in Directors

There was no change in the composition of Board of Directors during the year under review.

Also, in terms of the provisions of the Companies Act, 2013, Mr. Shrikant Jajodia, Director (DIN 00602511) ofthe Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Brief resume of the Directors seeking reappointment along with the other details as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Report on Corporate Governance forming part of the Annual Report.

All the Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements ) Regulations, 2015.

b) Changes in Company Secretary

Ms. Naina Tandon, Company Secretary had resigned from the Company on 15th day of June, 2017.The Board vide Resolution dated 27th June, 2017 appointed Ms. Chandni Vij as Company Secretary of the Company with effect from 16th day of June, 2017.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) ofthe Companies Act, 2013 your Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 as at 31st March, 2018 and of the Profits of the Company for the year ended on that date;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 ,in case of listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

AUDITORS & THEIR REPORTS

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s B S D & Co., Chartered Accountants (Firm Registration Number: 000312S) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29th September, 2017, for a term of five consecutive years till the conclusion of Thirty Seventh (37th) Annual General Meeting to be held in the year 2022 subject to ratification of their appointment by the Members at every Annual General Meeting, if so required under the Companies Act, 2013.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the requirement of ratification of appointment of Statutory Auditors by members at every Annual General Meeting is no longer required.

Further, the Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by the Auditors is a part of this Report. The Notes on the Financial Statements and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and therefore do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board appointed M/s R K Tandon & Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company for the Financial Year 2017-2018. The report in respect of the Secretarial Audit carried out for the Financial Year 2017-2018 in Form MR-3 forms part of this Report as “Annexure A” and does not contain any qualification, reservation or adverse remarks.

c) Internal Auditor

M/s Seth & Associates, Chartered Accountants, Lucknow (Firm Registration Number: 001167C) represented by Mr. Dhruv Seth (Membership No. 404028) performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

SUBSIDIARY COMPANIES

As on date of this report there are following subsidiaries of the Company:

1. Aaj Constructions Private Limited

2. Artistry Construction Private Limited*

3. Carnation Realtors Private Limited

4. Conviction Constructions Private Limited*

5. Dua Constructions Private Limited*

6. Deepjyoti Constructions Private Limited

7. Erudite Constructions Private Limited*

8. Facility Constructions Private Limited

9. Fixity Constructions Private Limited

10. Flourish Constructions Private Limited

11. Frozen Constructions Private Limited*

12. Garv Constructions Private Limited

13. Heather Buildcon Private Limited*

14. Iris Realtors Private Limited

15. Khwahish Constructions Private Limited

16. Neo Realtors Private Limited

17. Neptune InfTacon Private Limited

18. Numerous Constructions Private Limited

19. Omni Farms Private Limited**

20. Perpetual Constructions Private Limited

21. Placate Constructions Private Limited*

22. Primacy Constructions Private Limited

23. Samarpit Constructions Private Limited

24. Shivaye Constructions Private Limited

25. Suniyojit Constructions Private Limited

26. Sushobhit Constructions Private Limited

27. Swarajya Builders Private Limited*

28. Swarg Constructions Private Limited

29. Swarnim Nirman Private Limited

30. Turbo Realtors Private Limited*

31. Utsav Constructions Private Limited*

32. Villa Constructions Private Limited

33. Yojna Constructions Private Limited

*Became wholly owned subsidiaries of the Company pursuant to the order dated March 27, 2018 which was received by the Company on April 2, 2018 from the Hon’ble National Company Law Tribunal (“NCLT order”), Allahabad bench approving the Scheme of Amalgamation of Eldeco City Limited into and with Eldeco Housing and Industries Limited. The appointed date of the Scheme is April 1, 2017.

**During the Financial Year 2017-18, the Company along with its wholly owned subsidiary, Eldeco City Limited was holding 83% of Equity Share Capital of Omni Farms Private Limited. After receiving the aforesaid NCLT order, the Company alone holds 83% of Equity Share Capital of Omni Farms Private Limited. The appointed date ofthe Scheme is April 1, 2017.

In accordance with the general circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements of the Company includes the financial results of its subsidiary companies.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY COMPANY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Performance and financial position of each of the subsidiaries is provided in a separate statement attached pursuant to first proviso to Section 129(3) ofthe Companies Act, 2013 in Form AOC-1.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to applicable Accounting Standards on Consolidated Financial Statements and Financial Reporting of Interest in Joint Ventures issued by the Institute of Chartered Accountants of India and as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. Accordingly, the Company has to spend an amount of Rs. 18.17 lacs on CSR Activities based on the average profits of the three preceding financial years.

The CSR activities carried/to be carried out by the Company is driven by the expertise of the management. Additionally, the Company gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life.

During the Financial year 2017-18, the Company has spent Rs. 2.56 lacs through Bal Sewa Kendra towards Mid-day meals for the poor section of the society and through Sports Development Society for sponsorship fees for holding 17th Eldeco Cup Tennis Championship Services for CSR activities for the F.Y. 2017-18.

However, for the balance amount, the Company could not identify relevant projects, and hence the entire spending prescribed towards CSR could not be made. Annual Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules forms part of this Report and is attached as “Annexure B”. The terms of reference of the CSR Committee is provided in the Corporate Governance Report. Your Company has formulated a Corporate Social Policy (CSR Policy) which is available on the website of the Company at www.eldecogroup.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable provisions forms part of the Corporate Governance Report.

OTHER DISCLOSURES UNDER COMPANIES ACT, 2013

a) Extracts of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2018 forms part of this Report and is attached as “Annexure C”. The Annual Return shall also be made available on the Company’s website at www.eldecogroup.com.

b) Meetings

The Board of Directors met 8 (Eight) times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Details of number of meetings of Board and various Committees are disclosed in the Corporate Governance Report forming part of this Annual Report.

c) Composition of Audit Committee

The Board has constituted an Audit Committee, which comprises of Mr. Anil Tiwari as the Chairman and Mr. Pankaj Bajaj, Mr. Ranjit Khattar and Mr. Ashish Jain as the Members. Other details about the Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

d) Related Party Transactions

During the year, the Company has entered into contracts/arrangement /transactions with its related parties as per Section 188(1) ofthe Companies Act, 2013 in the ordinary course of business and on arm’s length basis.

None of the transactions with any of related parties were in conflict with the Company’s interest. Suitable disclosure has been made in the notes to the financial statements.

All related party transactions are negotiated on arms-length basis and are in the ordinary course of business. Therefore, the provisions of Section 188(1) of the Companies Act, 2013 are duly complied with. Disclosure as required under Section 134(3)(h) read with Rule 8(2) of the Companies(Accounts) Rules, 2014 are given in “Annexure D” in Form AOC-2 as specified in Companies Act, 2013. Kindly refer the financial statements for the transactions with related parties entered during the year under review.

e) Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 have been provided in the Financial Statements which form a part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, the company received the following orders:

a) Order received from the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi dated October 16, 2017 in respect of the shifting of Registered Office from the State of Haryana to the State of Uttar Pradesh.

b) Order received from the Hon''ble National Company Law Tribunal, Allahabad Bench dated March 27, 2018 sanctioning the Scheme of Amalgamation of Eldeco City Limited, wholly owned subsidiary of the Company into and with Eldeco Housing and Industries Limited. The Appointed Date of the Scheme is April 1, 2017. The Scheme came into effect from April 11, 2018.

c) Order received from the Hon’ble High Court of Punjab & Haryana at Chandigarh and Hon''ble National Company Law Tribunal, Allahabad Bench sanctioning the Scheme of Amalgamation of Halwasiya Agro Industries Limited & M A K Sales Private Limited, wholly owned subsidiaries of the Company into and with Eldeco Housing and Industries Limited. The Appointed Date of the Scheme is April 1, 2015. The Scheme came into effect from September 11, 2017.

INTERNAL FINANCIAL CONTROL

The Company has an internal control system commensurate with size, scale and complexity of its operations. A detailed note is given under Management Discussion and Analysis Report.

VIGIL MECHANISM

Fraud-free and corruption-free work culture has been the core of the Company’ functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.

To meet this objective, the Company has established sufficient Vigil Mechanism for the Directors and employees of the Company in compliance ofthe provisions of Section 177(9) ofthe Companies Act, 2013.

The Vigil Mechanism Policy has been shared with all the concerned and has also been placed on the website of the Company namely www.eldecogroup.com

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

Sexual Harassment Committee (“Committee”) has been set up to redress the complaints regarding sexual harassment and adequate system for Prevention of Sexual Harassment of Women at Workplace. There were no complaint received during the financial year 2017-18 and hence no complaint is outstanding as on March 31, 2018 for redressal.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company’s employees was in receipt of remuneration as under section 134(3)(q) of the Companies Act, 2013 read with 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 Company in total has 50 (Fifty) employees on roll as on 31st March, 2018.

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

Pursuant to Section 134(1)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given as under:

1. Conservation of Energy: Your 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. The Company 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

The Equity shares of the Company are presently listed at BSE Limited. The Company has already paid listing fees of Bombay Stock Exchange for the financial year 2018-2019.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from the Bankers and various Government. Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For &on behalf of the Board

Eldeco Housing and Industries Limited

Date: August 14, 2018 Pankaj Bajaj

Place: New Delhi Chairman cum Managing Director

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Mar 31, 2016

Dear Members

The Directors have the pleasure in presenting the 31 st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31 st March, 2016.

Financial Highlights

The summarized financial results for the year ended 31 st March, 2016 and for the previous year ended 31 st March, 2015 are as follows:

(Rs. in Lacs)

Particulars	Financial Year ended
	31st March 2016	31st March 2016	31st March 2015	31st March 2015
	Consolidated	Standalone	Consolidated	Standalone
Revenue:
1) Revenue from operations	14096.10	6797.54	5423.24	3024.97
2) Other Income	808.10	156.15	525.52	329.92
Total Revenue	14904.20	6953.69	5948.76	3354.89
Expenses:
1) Expenditure	10014.16	5424.56	5857.31	3995.08
2) Changes in Inventories of
Finished Stock & Project in Progress	1867.19	694.07	(861.23)	(1123.57)
Total Expenses	11881.35	6118.63	4996.08	2871.51
Profit before tax	3022.84	835.06	952.68	483.38
Tax Expenses:
i) Current Tax	1012.54	284.70	314.01	142.27
ii) Tax related to previous years	1.26	-	4.03	-
iii) Deferred Tax	16.29	17.55	19.83	19.70
Profit After Tax	1992.75	532.81	614.81	321.41
Previous Balance in Profit & Loss Account	7369.07	6337.05	6344.46	6078.41
Minority Interest	-0.01	-	(0.20)	-
Shares of Profits of Associates (Net)	57.15	-	32.01	-
Profit available for appropriation	7426.21	6337.05	6376.27	6078.41
Less:
Proposed dividend/	-	-	39.33	39.33
Interim Dividend	196.66	196.66	-	-
Tax on:
proposed dividend/	-	-	8	8
Interim Dividend	40.04	40.04	-	-
Transfer to general reserve	200	200	100	100
Balance in Profit & Loss Account	9165.76	6433.16	7369.07	6337.04
Earnings per share (Rs.)	104.24	27.09	32.88	16.34
Dividend per Share (Rs.)	-	-	2.00	2.00

Year in Retrospect

During the year under review, your Company recorded on Consolidated basis total revenue of Rs. 14904.20 lacs including other income of Rs. 808.10 lacs and share in profit of associate of Rs 57.15 lacs as against total revenue of Rs. 5948.76 lacs including other income of Rs. 525.52 lacs and share in profit of associate of Rs. 32.01 lacs of the previous financial year ended 31st March, 2015.There is a growth in the profit for the year ended 31st March, 2016 amounting to Rs. 1992.75 lacs as compared to the previous financial year profit ended 31st March, 2015 amounting to Rs. 614.81 lacs.

Further, your Company recorded on Standalone basis total of Rs. 6953.69 lacs including other income of Rs. 156.15 lacs as against total revenue of Rs. 3354.89 lacs including other income of Rs. 329.92 lacs of the previous financial year ended 31st March, 2015. There is a growth in the profit for the year ended 31 st March, 2016 at Rs. 532.81 lacs as compared to the financial year profit ended 31st March, 2015 atRs. 321.41 lacs.

Your Company was holding 31,43,641 equity share representing 32.42% equity share capital of Eldeco City Private Limited, (“ECPL”) whereas remaining 65,52,331 equity shares (i.e. 67.58%) were held by Xander Investment Holding IV Limited along with its affiliate Company namely, Nalonrod Holdings Limited (collectively “Xander”).

During the year under review, your Company acquired 65,52,331 equity shares (i.e. 67.58%) held by Xander Investment Holding IV Ltd with its affiliates, making it a wholly owned subsidiary from a j oint venture of the Company.

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulation (Listing Obligations and Disclosure Requirements) 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees. The evaluation criteria, inter-alia, covered various aspects of the board’s functioning including its composition and quality, understanding business and risks, process and procedure, oversight of financial reporting process including internal controls and audit functions, Ethics and compliance and monitoring activities. The performance of individual Directors was evaluated on parameters, 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 Company’s policies and resolutions, devoting time and effort to understand the company and its business etc.

Material Changes etc.

Same as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31 st March, 2016 and the date of the Report.

Dividend

The Board in its Meeting held on March 08,2016 declared an interim dividend of Rs. 10/- per Equity Share. Further the Board has not recommended any dividend for the financial year ended March 31,2016.

Transfer to Investors Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 25,2015 (date of last Annual General Meeting) on the Company’s website (www.eldecogroup.com), as also on the Ministry of Corporate Affairs website.

Share Capital

The paid-up equity share capital as on 31 st March, 2016 was Rs. 196.66 lacs. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2016 none of the Directors of the Company held Shares or Convertible instruments of the Company except Mr. Pankaj Bajaj, Managing Director who held 10,57,000 equity shares.

Public Deposits

No fresh/renewal of deposits was accepted during the financial year 2015-16 from the Public, Shareholders and Employees. The unclaimed deposits as at 31 st March, 2016, were claimed, and as such, no amount was outstanding as of the Balance Sheet date.

Directors’ & Key Managerial Personnel a) Changes in Directors

- The Board of Directors at its meeting held on 19^th July 2016, had re-appointed Mr. S K Garg as Whole-time Director, of the Company, from the 15¹¹¹ May, 2016 to 15^th November, 2016 subject to approval of the shareholders at the forthcoming 31^st AGM scheduled on 02^nd September 2016.

- The Board of Directors at its meeting held on 19^th July 2016, had re-appointed Mr. Pankaj Baj aj as Managing Director of the Company, Company for a further period of five years effective from 15th day of May, 2016 subject to approval of the shareholders at the forthcoming 31^st AGM scheduled on 02^nd September 2016.

- In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shrikant Jajodia, Director (DIN 00602511) of the Company retire by rotation and being eligible, offers himself for reappointment.

All the Independent Directors have given Declarations that they meet criteria of Independence as laid down u/s 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of the public companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

b) Changes in Company Secretary

Mr. Anuj Ahluwalia, Company Secretary had resigned from the Company on 31^st of October, 2015. The Board vide Resolution dated 5^th November, 2015 appointed Ms. Naina Tandon as Company Secretary of the Company.

Directors’ Responsibility Statement

In terms of the provisions of Section 134(3)(C) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditor’s Report thereon, your Directors confirm that:

a. In the preparation of the Annual Accounts for the year ended 31⁵¹ March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 as at 31⁵¹ March, 2016 and of the Profit of the Company for the year ended on that date;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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: and

e. the directors, in case of listed companies had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Auditors & Audit

At the Annual General Meeting of the Company held on September 26, 2014, M/s Doogar and Associates, Chartered Accountants, New Delhi (Firm Registration No.00056 IN) were reappointed as the Statutory Auditors of the Company for a period of 3 years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The members may ratify the appointment of M/s Doogar and Associates, Chartered Accountants, New Delhi (Firm Registration No.000561N) as the Statutory Auditors of the Company for the financial year 2016-17.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Secretarial Auditors

The Board had appointed M/s R. K. Tandon & Associates, Company Secretaries, Luck now as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. Secretarial Audit Report is annexed herewith as Annexure ‘A’.

Internal Auditor

M/s Seth & Associates, Chartered Accountants, Luck now (Uttar Pradesh) represented by Mr. Dhruv Seth (Membership No. 404028) performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

Subsidiary Companies

As on date there are following subsidiaries of the Company:

1. Aadesh Constructions Private Limited

2. Carnation Realtors Private Limited

3. Deepjyoti Constructions Private Limited

4. Eldeco City Private Limited*

5. Facility Constructions Private Limited

6. Fixity Constructions Private Limited

7. Garv Constructions Private Limited

8. HalwasiyaAgro Industries Limited

9. Iris Realtors Private Limited

10. Khwahish Constructions Private Limited

11. Mahal Constructions Private Limited

12. Neo Realtors Private Limited

13. Neptune Infracon Private Limited

14. Numerous Constructions Private Limited

15. Perpetual Constructions Private Limited

16. Prasiddhi Constructions Private Limited

17. Primacy Constructions Private Limited

18. Samarpit Constructions Private Limited

19. Shivaye Constructions Private Limited

20. Suniyojit Constructions Private Limited

21. Sushobhit Constructions Private Limited

22. Swarg Constructions Private Limited

23. Swamim Nirman Private Limited

24. Villa Constructions Private Limited

25. MAK Sales Private Limited

*Following are the wholly owned subsidiaries of Eldeco City Private Limited:

1. Aaj Construction Private Limited

2. Artistry Constructions Private Limited

3. Conviction Constructions Private Limited

4. Erudite Constructions Private Limited

5. Flourish Constructions Private Limited

6. Frozen Constructions Private Limited

7. Heather Buildcon Private Limited

8. Placate Constructions Private Limited

9. Yojna Constructions Private Limited

10. Swarajya Builders Private Limited

11. Dua Constructions Private Limited

12. Utsav Constructions Private Limited

13. Turbo Realtors Private Limited

In accordance with the general circular No. 2and3 dated 8thFebruary,2011 and 21st February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies & Associates Companies.

Financial position of the each of the Subsidiaries is provided in a separate statement attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Companies Act, 2013.

Consolidated Financial Statements

In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on ‘Accounting for Investments in Associates’ issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts.

Corporate Social Responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs. 1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

Accordingly, the Company has to spend an amount of Rs. 20.25 lacs on CSR Activities for a based on the average profits of the three preceding financial years.

The CSR activities carried/to be carried out by the Company is driven by the expertise of the management. Additionally, the Company gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life.

During the Financial year 2015-16, the Company has spent Rs. 1,12,332 through Bal Sewa Kendra towards Mid day meals for the poor section of the society, and the Company is under process of deciding upon scheme where investment/Expenditure of the rest of the unspent amount under CSR activities is to be made. The details of the Corporate Social Responsibility is annexed as per Annexure ‘B’.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, with the Stock Exchanges.

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

Disclosure under Companies Act, 2013 (i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return is annexed as per Annexure ‘C’.

(ii) Meetings

During the year, Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has constituted an Audit Committee, which comprises Mr. Anil Tewari as the Chairman and Mr. Shiv Kumar Garg and Mr. Ranjit Khattar as the Members. Other details about the Committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

During the year, the Company has not entered into any contracts/arrangement /transactions with its related parties which is material as per Section 188(1) of the Companies Act, 2013. However some transactions undertaken with its wholly owned subsidiaries in the ordinary course of business during the year are detailed in Notes to Accounts of the Financial Statement. None of the transactions with any of related parties were in conflict with the Company’s interest. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable. The details of the transaction with Related Party are provided in the accompanying financial statements.

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements provided in this Annual Report.

Significant and Material Orders Passed By the Regulators or Courts

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

Internal Financial Control

A detailed note is given under Management Discussion and Analysis Report.

Vigil Mechanism

Fraud-free and corruption-free work culture has been the core of the Company’ functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.

To meet this objective, the Company has established sufficient Vigil Mechanism for the Directors and employees of the Company in compliance of the provisions of Section 177(9) of the Companies Act, 2013.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Sexual Harassment Committee (“Committee”) has been set up to redress the complaints regarding sexual harassment. There were no complaint received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

Particulars of employees

During the financial year under review, none of the Company’s employees was in receipt of remuneration as under section 134(3)(q) of the Companies Act, 2013 read with 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 Company in total has 43 (Forty Three) employees on roll as on 31 st March, 2016.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(1 )(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

1. Conservation of Energy: Your 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. The Company 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

The Equity shares of the Company are presently listed at BSE Limited. The Company has already paid listing fees of Bombay Stock Exchange for the financial year2016-2017.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For & On behalf of the Board

Eldeco Housing and Industries Ltd

Date: 19^,h July, 2016 S.K.Garg

Place: New Delhi Director

---

Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the Thirtieth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2015.

Financial Highlights

The summarized financial results for the year ended 31st March, 2015 and for the previous year ended 31st March, 2014 are as follows:

(Rs. in Lacs)

Particulars Financial Year Ended

31st March 2015 31st March 2015 Consolidated Standalone

Revenue:

1 Revenue from operations 5423.24 3024.97

2 Other Income 525.52 329.92

Total Revenue 5948.76 3354.89

Expenses:

1) Expenditure 5857.31 3995.08

2) Changes in Inventories of

Finished Stock & Project in Progress (861.23) (1123.57)

Total Expenses 4996.08 2871.51

Profit before tax 952.68 483.38

Tax Expenses:

i Current Tax 314.01 142.27

ii Tax related to previous years 4.03 -

iii Deferred Tax 19.83 19.70

Total Tax Expenses 337.87 161.97

Profit After Tax 614.81 321.41

Previous Balance inProfit & LossAccount 6344.46 6078.41

Minority Interest (0.20) -

Shares of Profits of Associates (Net) 32.01 -

Profit available for appropriation 6376.27 6078.41

Less: Proposed dividend 39.33 39.33

Tax on proposed dividend 8 8

Transfer to general reserve 100 100

Balance in Profit & Loss Account 7369.07 6337.04

Earnings per share (Rs.) 32.88 16.34

Dividend per Share (Rs.) 2 2

(Rs. in Lacs)

Financial Year Ended

Particulars 31st March 2014 31st March 2014 Consolidated Standalone



Revenue:

1 Revenue from operations 6925.71 4741.05

2 Other Income 463.15 168.73

Total Revenue 7388.86 4909.78

Expenses:

1) Expenditure 8462.86 6277.61

2) Changes in Inventories of

Finished Stock & Project in Progress (3035.68) (2628.11)

Total Expenses 5427.18 3649.5

Profit before tax 1961.68 1260.28

Tax Expenses:

i Current Tax 684.61 447.70

ii Tax related to previous years (1.06) -

iii Deferred Tax (6.77) (7.15)

Total Tax Expenses 676.78 440.55

Profit After Tax 1284.9 819.73

Previous Balance inProfit & LossAccount 5038.72 5404.69

Minority Interest (0.01) -

Shares of Profits of Associates (Net) 149.85 -

Profit available for appropriation 5188.56 5404.69

Less: Proposed dividend 39.33 39.33

Tax on proposed dividend 6.68 6.68

Transfer to general reserve 100 100

Balance in Profit & Loss Account 6344.46 6078.41

Earnings per share (Rs.) 72.96 41.68

Dividend per Share (Rs.) 2 2

Year in Retrospect

During the year under review, your Company recorded on Consolidated basis total revenue of Rs. 5948.76 lacs including other income of Rs. 525.52 lacs and share in profit of associate of Rs. 32.01 lacs as against total revenue of Rs. 7388.86 lacs including other income of Rs. 463.15 lacs and share in profit of associate of Rs. 149.85 lacs of the previous financial year ended 31st March, 2014.There is a downfall in the profit for the year ended 31st March, 2015 at Rs.614.81 lacs as compared to the previous financial year proft ended 31st March, 2014 at Rs.1284.9 lacs.

Further, your Company recorded on Standalone basis total of Rs. 3354.89 lacs including other income of Rs. 329.92 lacs as against total revenue of Rs. 4909.78 lacs including other income of Rs. 168.73 lacs of the previous financial year ended 31st March, 2014. There is a downfall in the profit for the year ended 31st March, 2015 at Rs. 321.41 lacs as compared to the financial year profit ended 31st March, 2014 at Rs. 819.73 lacs.

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

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2015 and the date of the Report.

Dividend

Your Directors have recommended a dividend of Rs. 2.00 per equity share (last year Rs. 2.00 per equity share) for the financial year ended March 31, 2015, amounting to Rs.39.33 Lac (exclusive of Dividend tax of Rs. 8 Lac). The dividend will be paid to members whose names appear in the Register of Members as on 18th September 2015; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Transfer to Investors Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 26, 2014 (date of last Annual General Meeting) on the Company's website (www.eldecogroup.com), as also on the Ministry of Corporate Affairs website.

Share Capital

The paid-up equity share capital as on 31st March, 2015 was Rs.196.66 lacs. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2015 none of the Directors of the Company held Shares or Convertible instruments of the Company except Mr. Pankaj Bajaj, Managing Director who held 1057000 equity shares.

Public Deposits

No fTesh/renewal of deposits was accepted during the financial year 2014-2015 from the Public, Shareholders and Employees. There were unclaimed deposits for Rs. 1.40 lacs, as at 31st March, 2015.

Directors' & Key Managerial Personnel

a) Changes in Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arvind Bajaj, Director (DIN 00173367) of the Company retire by rotation and being eligible , offers himself for reappointment.

Ms. Rupali Chopra (DIN 07168858) has also been appointed as an Additional Director on the Board of the Company w.e.f. 28th April, 2015.

All the Independent Directors have given Declarations that they meet criteria of Independence as laid down u/s 149(6) of the Companies Act, 2013 and Clause No. 49 of the Listing Agreement.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of the public companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

b) Changes in Company Secretary

On 4th day of December, 2014 Ms. Shruti Gupta, Company Secretary of the company had resigned from the Company. The Board vide Circular Resolution dated 15th December, 2014 appointed Mr. Anuj Ahluwalia as Company Secretary of the Company with effect from 8th December 2014.

c) Appointment of Chief Financial Officer

At a Board Meeting held on 30th May, 2014 the Board had appointed Mr. Sushil Dutt Mishra (who is in employment of the company as Head of the Accounts Department) as Chief Financial Officer and Key Managerial Personnel of the company with effect from 30th May, 2014.

Directors' Responsibility Statement

In terms of the provisions of Section 134(3) (c) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditor's Report thereon, your Directors confirm that :

a. in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 as at 31st March, 2015 and of the Profit of the Company for the year ended on that date;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 : and

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

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

Auditors & Audit

At the Annual General Meeting of the Company held on September 26, 2014, M/s Doogar and Associates, Chartered Accountants, New Delhi (Firm Registration No.000561N) were reappointed as the Statutory Auditors of the Company for a period of 3 years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.The members may ratify the appointment of M/s Doogar and Associates, Chartered Accountants, New Delhi (Firm Registration No.000561N) as the Statutory Auditors of the Company for the financial year 2015-16.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Secretarial Auditors

The Board had appointed M/s R.K. Tandon & Associates, Company Secretaries, Lucknow as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. Secretarial Audit Report is annexed herewith as Annexure 'A'.

Internal Auditor

M/s Seth & Associates, Chartered Accountants, Lucknow (Uttar Pradesh) represented by Mr. Dhruv Seth (Membership No. 404028) performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

Subsidiary Companies

As on date there are following subsidiaries of the Company:

1. Aadesh Constructions Private Limited

2. Bliss Constructions Private Limited

3. Carnation Realtors Private Limited

4. Deepjyoti Constructions Private Limited

5. Facility Constructions Private Limited

6. Fixity Constructions Private Limited

7. Garv Constructions Private Limited

8. Halwasiya Agro Industries Limited

9. Iris Realtors Private Limited

10. Khwahish Constructions Private Limited

11. Mahal Constructions Private Limited

12. Milaap Constructions Private Limited

13. Neo Realtors Private Limited

14. Neptune Infracon Private Limited

15. Numerous Constructions Private Limited

16. Perpetual Constructions Private Limited

17. Prasiddhi Constructions Private Limited

18. Primacy Constructions Private Limited

19. Samarpit Constructions Private Limited

20. Shivaye Constructions Private Limited

21. Suniyojit Constructions Private Limited

22. Sushobhit Constructions Private Limited

23. Swarg Constructions Private Limited

24. Swarnim Nirman Private Limited

25. Villa Constructions Private Limited

26. M.A.K. Sales Private Limited

In accordance with the General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies & Associates Companies.

Financial position of the each of the Subsidiaries is provided in a separate statement attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Companies Act, 2013.

Consolidated Financial Statements

In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on 'Accounting for Investments in Associates' issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts.

Corporate Social Responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

Accordingly, the Company has to do a CSR Activity for an amount of Rs.23.32 lacs based on the average profits of the three preceding financial years.

The CSR activities carried/to be carried out by the Company is driven by the expertise of the management. Additionally, the Company gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life. During the F/Y 2014-15, the Company did not come across any project, which reflected the above approach and hence the spending prescribed towards CSR could not be made during F/Y 2014-15.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

Disclosure under Companies Act, 2013

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return is annexed as per Annexure 'B'.

(ii) Meetings

During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has constituted a Audit Committee, which comprises Mr. Anil Tewari as the Chairman and Mr. Shiv Kumar Garg and Mr. Ranjit Khattar as the Members. Other details about the Committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

During the year, the Company has not entered into any contracts/arrangement /transactions with its related parties which is material as per Section 188(1) of the Companies Act, 2013. However some transactions undertaken with its wholly owned subsidiaries in the ordinary course of business during the year are detailed in Notes to Accounts of the Financial Statement. None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable. The details of the transaction with Related Party are provided in the accompanying Financial Statements.

(v) Particulars of Loans, Guarantees and Investments

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

Significant and Material Orders Passed By the Regulators or Courts

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

Internal Financial Control

A detailed note is given under Management Discussion and Analysis Report.

Vigil Mechanism

Fraud-free and corruption-free work culture has been the core of the Company' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.

To meet this objective, the Company has established sufficient Vigil Mechanism for the Directors and employees of the Company in compliance ofthe provisions of Section 177(9) ofthe Companies Act, 2013.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Sexual Harassment Committee ("Committee") has been set up to redress the complaints regarding sexual harassment. There were no complaint received from any employee during the financial year 2014-2015 and hence no complaint is outstanding as on 31.03.2015 for redressal.

Nomination & Remuneration policy ("NRC Policy")

The Board has adopted a NRC Policy in its meeting held on 11th February, 2015 for the selection of and appointment of Directors, Key Managerial Personnel and Senior Management of the Company and their Remuneration.

Particulars of employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as under section 134(3) (q) of the Companies Act, 2013 read with 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.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(1 )(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

1. Conservation of Energy: Your 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. The Company 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

The Equity shares of the Company are presently listed at BSE Limited, Mumbai and Uttar Pradesh Stock Exchange Limited, Kanpur. The Company has already paid listing fees of Bombay Stock Exchange whereas Uttar Pradesh Stock Exchange has not raised the invoice for the financial year 2015-2016.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For & On behalf of the Board Eldeco Housing and Industries Ltd

Date: 11th August, 2015 S.K.Garg Place: New Delhi Chairman

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Mar 31, 2014

Dear Members

The Directors have the pleasure in presenting the 29th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31 st March, 2014.

Financial Highlights

(Rs.in Lacs)

Financial Year ended Particulars 31stMarch2014 31stMarch2014 Consolidated Standalone

Revenue:

1) Revenue from operations 6925.71 4741.05

2) Other Income 463.15 365.19

Total Revenue 7388.86 5106.24

Expenses:

1) Expenditure 8431.01 6474.07

2) Changes in Inventories (3003.83) (2628.11) of Finished Stock & Project in Progress

Total Expenses 5427.18 3845.96

Profit before tax 1961.68 1260.28

Tax Expenses:

i Current Tax 684.61 447.71

ii Tax related to previous years (1.06) -

iii Deferred Tax (6.77) (7.15)

676.78 440,56

Profit After Tax 1284.90 819.73

Previous Balance in Profit & 5038.72 5404.69

Loss Account

Minority Interest (0.01) -

Shares of Profits of Associates (Net) 166.86 -

Profit available for appropriation 6490.47 6224.42

Less: Proposed dividend 39.33 39.33

Tax on proposed dividend 6.68 6.68

Transfer to general reserve 100.00 100.00

Balance in Profit & Loss Account 6344.46 6078.41

Earning per share (Rs.) 72.96 41.68

Dividend per Share (Rs.) 2.00 2.00

31stMarch 2013 31stMarch 2013 Particulars Consolidated Standalone

Revenue:

Revenue from operations 9607.55 4665.59

Other Income 787.81 1090.08

Total Revenue 10395.36 5755.67

Expenses:

Expenditure 10101.22 4967.84

Changes in Inventories of (1369.90) (505.72) Finished Stock & Project in Progress

Total Expenses 8731.32 4462.12

Profit before tax 1664.04 1293.55

Tax Expenses:

Current Tax 701.88 351.49

Tax related to previous years 2.98 -

Deferred Tax (3.06) (3.15)

701.80 348.34

Profit After Tax 962.24 945.21

Previous Balance in Profit & 4471.97 4843.55 Loss Account

Minority Interest 0.02 -

Shares of Profits of Associates (Net) (11.43) -

Profit available for appropriation 5422.79 5788.76

Less: Proposed dividend 157.33 157.33

Tax on proposed dividend 26.74 26.74

Transfer to general reserve 200.00 200.00

Balance in Profit & Loss Account 5038.72 5404.69 "

Earning per share (Rs.) 48.35 48.06

Dividend per Share (Rs.) 8.OO 8.00

Year in Retrospect

During the year under review, total income of the Company was Rs. 5106.24 Lacs as against Rs.5755.67 Lacs in previous year ended 31 '''' March, 2013. Profit before tax was Rs. 1260.28 Lacs as against Rs. 1293.55 Lacs in the previous year. Profit after tax for the year under review was Rs. 819.73 Lacs as against Rs. 945.21 lacs during the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors'' Report.

Material changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the C ompany have occurred between the end of the financial year of the Company 31 "March, 2014 and the date of this Report.

Dividend

Your Directors have recommended a dividend of Rs. 2.00 per equity share (last year Rs. 8.00 per equity share) for the financial year ended March 31,2014, amounting to Rs.39.33 Lac (exclusive of Dividend tax of Rs. 6.68 Lac). The dividend will be paid to members whose names appear in the Register of Members as on 20th September 2014; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Transfer to Investors Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 27,2013 (date of last Annual General Meeting) on the Company''s website (www.eldecogroup.com), as also on the Ministry of Corporate Affairs website.

Public Deposits

As at 31M March, 2014, the Company held Fixed Deposits of Rs. 70.60 lacs from the Public, Shareholders and Employees, out of which deposits for Rs. 5.30 lacs, due for repayment on or before 31st March, 2014 were not claimed by depositors as on that date.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

1. Conservation of Energy: Your 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. The Company 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.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and hence no particulars are required to be disclosed in this Report.

Subsidiary Companies and Consolidated Financial Statements

As on date there are following subsidiaries of the Company:

1. Aadesh Constructions Private Limited

2. Bliss Constructions Private Limited

3. Carnation Realtors Private Limited

4. Deepjyoti Constructions Private Limited

5. Facility Constructions Private Limited

6. Fixity Constructions Private Limited

7. Garv Constructions Private Limited

8. Halwasiya Agro Industries Limited

9. Iris Realtors Private Limited

10. Khwahish Constructions Private Limited

11. Mahal Constructions Private Limited

12. Milaap Constructions Private Limited

13. Neo Realtors Private Limited

14. Neptune Infracon Private Limited

15. Numerous Constructions Private Limited

16. Perpetual Constructions Private Limited

17. Prasiddhi Constructions Private Limited

18. Primacy Constructions Private Limited

19. Samarpit Constructions Private Limited

20. Shivaye Constructions Private Limited

21. Suniyoj it Constructions Private Limited

22. Sushobhit Constructions Private Limited

23. Swarg Constructions Private Limited

24. Swamim Nirman Private Limited

25. Villa Constructions Private Limited

In accordance with the General Circular No. 2 and 3 dated 8th February 2011 and 21 st February 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the 16 Annual Report 2013-2014 subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Corporate Governance

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate from M/s R & D Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

Directors

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting. Consequently, Mr Shiv Kumar Garg, Director, will retire by rotation at the ensuing Annual General | Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Further as per Section 149(5) of the Companies Act, 2013 the Company is required to appoint Independent Directors under Section 149(4) within a period of one year from 1.4.2014 i.e. the date of commencement of the said Section and Rules made thereunder. Since the Company had already appointed Mr Rahul Aggarwal, Mr Anil Tiwari, Mr Ashish Jain and Mr Ranjit Khattar as Non-Executive Independent Directors subject to retirement by rotation in the past, in terms of Companies Act, 1956 and the Listing Agreement, the Board of Directors in their meeting held on August 13, 2014 after consideration has recommended to reappoint all the aforesaid Directors as Non-Executive Independent Directors within the meaning of Section 149 and 152 [including Section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years. Your Directors recommend their appointment /re-appointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible; offer themselves for re-appointment as Statutory Auditors for the financial year 2014-15. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated 13th August, 2014 from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act, shall be as per the terms provided under the Act, that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

Auditors'' Report

The observations of the Auditors, together with the notes to accounts referred to in the Auditors'' Report, are self-explanatory and do not call for any further explanation from the Directors.

Secretarial Compliance Certificate

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by Ministry of Corporate Affairs, the company is not required to take Compliance Certificate u/s 3 83A of the Companies Act, 1956 as the company has a Whole Time Company Secretary.

Directors'' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31,2014, the appl icable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b. the Directors have 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 as at 31 st March, 2014 and of the profit 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; and

d. The Directors have prepared the Annual Accounts on a going concern basis.

Listing

The Equity shares of the Company are presently listed at BSE Ltd, Mumbai and U.R Stock Exchange Ltd, Kanpur. The Company has already paid listing fees to these Stock Exchanges for the financial year 2014-2015.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on behalf of the Board Eldeco Housing and Industries Ltd

Date: 13 th August, 2014 S K Garg Place: Lucknow Chairman

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Mar 31, 2013

Dear Members

The Directors have the pleasure in presenting the 28th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights (Rs. in Lacs)

Particulars Financial Year ended

31st March 31st March 31st March 31st March 2013 2013 2012 2012 Consolidated Standalone Consoli dated Standalone

Revenue:

1 Revenue from operations 9607.55 4665.59 5893.64 6019.20

2 Other Income 787.81 1090.08 659.19 412.27

Total Revenue 10395.36 5755.67 6552.83 6431.47

Expenses:

1 Expenditure 10101.22 4967.84 5972.86 5653.14

2 Changes in Inventories of Finished (1369.90) (505.72) (279.08) (167.17) Stock & Project in Progress

Total Expenses 8731.32 4462.12 5693.78 5485.97

Profit before tax 1664.04 1293.55 859.05 945.50 Tax Expenses:

Current Tax 701.88 351.49 368.11 312.12

ii Tax related to previous years 2.98 1.17

iii Deferred Tax (3.06) (3.15) (3.17) (3.82)

Profit After Tax 962.24 945.21 492.94 637.20

Previous Balance in Profit & Loss Account 4471.97 4843.55 4039.72 4269.21

Minority Interest 0.02

Shares of Profits of Associates (Net) (11.43) 2.16

Profit available for appropriation 5422.79 5788.76 4534.82 4906.41

Less: Proposed dividend 157.33 157.33 19.67 19.67

Tax on proposed dividend 26.74 26.74 3.19 3.19

Transfer to general reserve 200.00 200.00 40.00 40.00

Balance in Profit & Loss Account 5038.72 5404.69 4471.96 4843.55

Earning per share (Rs.) 48.35 48.06 25.18 32.40

Dividend per Share (Rs.) 8.00 8.00 1.00 1.00

Year in Retrospect

During the year under review, total income of the Company was Rs. 5755.67 Lacs as against Rs.6431.47 Lacs in previous year ended 31st March, 2012. Profit before tax was Rs. 1293.55 Lacs as against Rs. 945.50 Lacs in the preceding year. Profit after tax for the year under review was Rs. 945.21 Lacs as against Rs. 637.20 Lacs during the preceding year. Your Directors are putting in their best efforts to further improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the

Company have occurred between the end of the financial year of the Company 31 st March, 2013 and the date of this Report.

Dividend

Your Directors have recommended a dividend of Rs. 8.00 per equity share (last year Rs. 1.00 per equity share) for the financial year ended March 31,2013, amounting to Rs. 157.33 Lac (exclusive of Dividend tax of Rs. 26.74 Lac). The dividend will be paid to members whose names appear in the Register of Members as on 21st September, 2013; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. Transfer to Investors Education and Protection Fund Un-claimed/un-paid dividend for the financial year 2004-2005 has been transferred to the Investors Education and Protection Fund in terms of the provisions of Section 205A of the Companies Act, 1956. Public Deposits As at 31 st March, 2013, the Company held Fixed Deposits of Rs. 344.50 Lacs from the Public, Shareholders and Employees, out of which deposits for Rs. 25.20 Lacs, due for repayment on or before 31st March, 2013 were not claimed by depositors as on that date.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

1. Conservation of Energy: Your 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. The Company 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.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and hence no particulars are required to be disclosed in this Report. Subsidiary Companies and Consolidated Financial Statements As on date there are following subsidiaries of the Company:

1. Aadesh Constructions Private Limited

2. Bliss Constructions Private Limited

3. Carnation Realtors Private Limited

4. Deepjyoti Constructions Private Limited

5. Facility Constructions Private Limited

6. Fixity Constructions Private Limited

7. Garv Constructions Private Limited

8. Halwasiya Agro Industries Limited

9. Iris Realtors Private Limited

10. Khwahish Constructions Private Limited

11. Mahal Constructions Private Limited

12. Milaap Constructions Private Limited

13. Neo Realtors Private Limited

14. Neptune Infracon Private Limited

15. Numerous Constructions Private Limited

16. Perpetual Constructions Private Limited

17. Prasiddhi Constructions Private Limited

18. Prayatna Constructions Private Limited*

19. Primacy Constructions Private Limited

20. Samarpit Constructions Private Limited

21. Shivaye Constructions Private Limited

22. Suniyojit Constructions Private Limited

23. Sushobhit Constructions Private Limited

24. Swarg Constructions Private Limited

25. Swarnim Nirman Private Limited

26. Villa Constructions Private Limited *Ceased to be subsidiary w.e.f. 09.04.2013.

In accordance with the general Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Corporate Governance

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate from M/s R & D Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

Directors

After the last Annual General Meeting, Mr J.P. Bhargava ceased to be director of the Company due to his sudden demise and

Mr. Rahul Aggarwal was appointed as an additional director. In terms of the provisions of the Companies Act, 1956, Mr Rahul

Aggarwal shall hold office until the date of the ensuing Annual General Meeting. His appointment as an ordinary Director of the Company is placed before the Members for consideration. The Board recommends the resolution for adoption by the members.

In accordance with the provisions of the Companies Act, 1956, Mr Anil Tewari and Mr Ashish Jain, Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under Section 224(1B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by Ministry of Corporate Affairs, the company is not required to take Compliance Certificate u/s 383A of the Companies Act, 1956 as the company has a Whole Time Company Secretary.

Directors'' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b. the Directors have 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 as at 31st March, 2013 and of the profit 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Listing

The Equity shares of the Company are presently listed at BSE Ltd, Mumbai and U.P. Stock Exchange Ltd, Kanpur. The Company has already paid listing fees to these Stock Exchanges for the financial year 2013-2014.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance, the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company. For and on behalf of the Board

For Eldeco Housing and Industries Limited

Date: 2nd August, 2013 S.K. Garg

Place: Lucknow Chairman

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Mar 31, 2012

The Directors have the pleasure in presenting the 27th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights (Rs. in Lacs) Particulars Financial Year ended (Rs. in Lacs) 31st March, 31st March, 31st March, 31st March, 2012 2012 2011 2011 Consolidated Standalone Consolidated Standalone

Revenue: 1 Revenue from operations 5893.64 6019.20 4585.60 4171.86

2 Other Income 659.19 412.27 533.39 418.35

Total Revenue 6552.83 6431.47 5118.99 4590.21

Expenses:

1 Expenditure 5972.86 5653.14 4773.12 3982.71

2 Changes in Inventories of Finished Stock & Project in Progress (279.08) (167.17) (264.69) (264.69)

Total Expenses 5693.78 5485.97 4508.43 3718.02

Profit before tax 859.05 945.50 610.55 872.19 Tax Expenses:

i Current Tax 368.11 312.12 332.66 303.85

ii Tax related to previous years 1.17 - (0.52) (0.48)

iii Deferred Tax (3.17) (3.82) (7.95) (8.06)

Profit After Tax 492.94 637.20 286.36 576.88

Previous Balance in Profit & Loss Account 4039.72 4269.21 3803.66 3745.18

Minority Interest - - (0.07) -

Shares of Profits of Associates (Net) 2.16 - 2.62 -

Profit available for appropriation 4534.82 4906.41 4092.57 4322.06

Less: Proposed dividend 19.67 19.67 19.67 19.67

Tax on proposed dividend 3.19 3.19 3.19 3.19

Transfer to general reserve 40.00 40.00 30.00 30.00

Balance in Profit & Loss Account 4471.96 4843.55 4039.71 4269.20

Earning per share (Rs.) 25.18 32.40 14.69 29.33

Dividend per Share (Rs.) 1.00 1.00 1.00 1.00

Year in Retrospect

During the year under review, total income of the Company was Rs. 6431.47 lacs as against Rs.4590.21 lacs in previous year ended 31st March, 2011. Profit before tax was Rs. 945.50 lacs as against Rs. 872.19 lacs in the preceeding year. Profit after tax for the year under review was Rs. 637.20 lacs as against Rs. 576.88 lacs during the preceeding year. Your Directors are putting in their best efforts to further improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Directors Report.

Material changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2012 and the date of this Report.

Dividend

Your Directors propose to maintain an Equity Dividend of 10% for the financial year ended on 31st March, 2012. The Dividend, if approved by you at the forth coming Annual General Meeting will absorb Rs. 19.67 lacs.

Transfer to Investors Education and Protection Fund

Un-claimed/un-paid dividend for the financial year 2003-2004 has been transferred to the Investors Education and Protection Fund in terms ofthe provisions of Section 205A ofthe Companies Act, 1956.

Public Deposits

As at 31st March, 2012, the Company held Fixed Deposits of Rs. 471.35 lacs from the Public, Shareholders and Employees, out of which deposits for Rs. 23.85 lacs, due for repayment on or before 31st March, 2012 were not claimed by depositors as on that date.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

1. Conservation of Energy: Your 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. The Company 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.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and hence no particulars are required to be disclosed in this Report.

Subsidiary Companies and Consolidated Financial Statements

As on date there are following subsidiaries of the Company:

1. Aadesh Constructions Private Limited

2. Garv Constructions Private Limited

3. Mahal Constructions Private Limited

4. Milaap Constructions Private Limited

5. Samarpit Constructions Private Limited

6. Suniyojit Constructions Private Limited

7. Halwasiya Agro Industries Limited

8. Prayatna Constructions Private Limited

9. Sushobhit Constructions Private Limited

10. Primacy Constructions Private Limited

11. Prasiddhi Constructions Private Limited

12. Perpetual Constructions Private Limited

13. Khwahish Constructions Private Limited

14. Fixity Constructions Private Limited

15. Facility Constructions Private Limited

16. Deepjyoti Constructions Private Limited

17. Bliss Constructions Private Limited

18. Carnation Realtors Private Limited

19. Iris Realtors Private Limited

20. Neo Realtors Private Limited

21. Neptune Infracon Private Limited

22. Numerous Constructions Private Limited

23. Shivaye Constructions Private Limited

24. Swarg Constructions Private Limited

25. Swarnim Nirman Private Limited

26. Villa Constructions Private Limited

The Ministry of Corporate Affairs, Government, of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

Corporate Governance

The Company had complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. A Certificate from M/s R & D, Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Arvind Bajaj and Mr. Jagdish Prasad Bhargava, Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

After the last Annual General Meeting, Mr. Narendra Kumar Sharma resigned from the Board w.e.f. 14th June, 2012. The Board takes this opportunity to place its gratitude for services rendered by him.

The term of appointment of Mr. Srikant Jajodia as Whole Time Director will expire on 30th November 2012. The Board of Directors feels that for the sake of continuity of the present management and for efficient running of the Company, the services of Mr. Srikant Jajodia should be available to the Company for a further period of three years with effect from 1st December 2012.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board/Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by Ministry of Corporate Affairs, the company is not require to take Compliance Certificate u/s 383A of the Companies Act, 1956 as the company has a Whole Time Company Secretary.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2012 and of the profit 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Listing

The Equity shares of the Company are presently listed at BSE Ltd, Mumbai and U.P. Stock Exchange Ltd, Kanpur. The Company has already paid listing fees to these Stock Exchanges for the financial year 2012-13.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance, the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on behalf of the Board For Eldeco Housing and Industries Ltd

Date : 29th August, 2012 S K Garg Place: Lucknow Chairman

---

Mar 31, 2010

The Directors have the pleasure in presenting the 25th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2010.

Financial Highlights

(Rs in lacs)

Particulars Financial Year ended

31st March 31stMarch 31st March 31stMarch 2010 2010 2009 2009 Consoli- dated Standalone Consoli- dated Standalone

Income:

A. Value of Work Done 6038.99 4778.17 10278.62 10278.62

B. Other Income 437.88 446.31 387.78 378.72

C. Increase/Decrease in Stocks 14.39 14.39 (19.49) (19.49)

Total 6491.26 5238.87 10646.91 10637.85

Expenditure 5409.70 4240.57 9696.44 9696.31

Profit before tax 1081.55 998.30 950.47 941.54

Less: Provision for tax Current 246.54 213.43 268.13 268.13

Deferred 18.06 18.00 1.50 1.50

Wealth Tax 0.57 0.57 0.85 1.09

Fringe Benefit Tax 0.00 0.00 4.36 4.36

Profit After Tax 816.58 766.29 675.65 666.46

Previous Balance in Profit & Loss Account 3038.80 3029.72 2447.29 2447.38

Adjustments related to previous year (1.51) (2.10) 31.11 31.11

Profit available for appropriation 3856.60 3798.12 3091.81 3082.73

Less: Proposed dividend 19.67 19.67 19.67 19.67

Tax on proposed dividend 3.27 3.27 3.34 3.34

Transfer to general reserve 30.00 30.00 30.00 30.00

Balance in Profit & Loss Account 3803.66 5745.18 3038.80 3029.72

Earningpershare(Rs.). 41.51 38.97 34.36 33.89

Dividend per share (Rs.) 1.00 1.00 1.00 1.00



Year in Retrospect

During the year under review, total income of the Company was Rs. 5224.48 lacs as against Rs. 10657.34 lacs in previous year ended 31st March, 2009. Profit before tax was Rs. 998.30 lacs as against Rs. 941.54 lacs in the preceding year. Profit after tax for the year under review was Rs. 766.29 lacs as against Rs. 666.46 during the preceding year. Your Directors are putting in their best efforts to further improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Directors Report and should be read as part of this Directors Report.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31 st March, 2010 and the date of this Report.

Dividend

Your Directors propose to maintain an Equity Dividend of 10% for the financial year ended on 31st March, 2010. The Dividend, if approved by you at the forthcoming Annual General Meeting will absorb Rs. 19.67 lacs.

Transfer to Investors Education and Protection Fund

Un-claimed/un-paid dividend for the financial year 2001-2002 has been transferred to the Investors Education and Protection Fund in terms of the provisions of Section 205A of the Companies Act, 1956.

Public Deposits

As at 31st March, 2009, the Company held Fixed Deposits of Rs. 309.10 lacs from the Public, Shareholders and Employees, out of which deposits for Rs. 13.75 lacs, due for repayment on or before 31st March, 2010 were not claimed by depositors as on that date.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

1. Conservation of Energy: Your 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. The Company 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.

Particulars of Employees

Particulars of the employees who are in receipt of remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is annexed to this Directors Report as Annexure-A.

Subsidiary Companies and Consolidated Financial Statements

As on date there are following subsidiaries of the Company:

a. Aadesh Constructions Private Limited

b. Garv Constructions Private Limited

c. Mahal Constructions Private Limited

d. Milaap Constructions Private Limited

e. Samarpit Constructions Private Limited

f. Suniyojit Constructions Private Limited

g. Halwasiya Agro Industries Limited

h. Prayatna Constructions Private Limited

i. Sushobhit Constructions Private Limited

j. Primacy Constructions Private Limited

k. Prasiddhi Constructions Private Limited

1. Perpetual Constructions Private Limited

m. Khwahish Constructions Private Limited

n. Fixity Constructions Private Limited

o. Facility Constructions Private Limited

p. Deepjyoti Constructions Private Limited

q. Conviction Constructions Private Limited

r. Bliss Constructions Private Limited

s. Advantage Constructions Private Limited

In terms of approval granted by the Ministry of Corporate Affairs, Government of India vide letter No. 47/467/2010-CL-III date 21.05.2010, under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of tl Board of Directors and Auditors of the subsidiaries of the Company as of March 31, 2010 have not been attached with the Balam Sheet of the Company. These documents will be made available upon request by any Member of Company interested in obtaining tl same.

Corporate Governance

The Company had complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. A Certificate from M/s R&D, Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr Anil Tewari and Mr Ashish Jain, Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors Report

Comments made by the Statutory Auditors in the Auditors Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by Ministry of Corporate Affairs, the company is not require to take Compliance Certificate u/s 383A of the Companies Act, 1956 as the company has a Whole Time Company Secretary.

Directors Responsibility Statement

In terms of the provisions of section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31 st March, 2010 and of the profit 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^ and

d. the Directors have prepared the Annual Accounts on a going concern basis.

• Listing

The Equity shares of the Company are presently listed at Bombay Stock Exchange, Mumbai and U P Stock Exchange, Kanpur. The Company has already paid listing fees to these Stock Exchanges for the financial year 2010-11.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance, the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation for the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on behalf of the Board For Eldeco Housing and Industries Ltd

S K Garg Chairman

Date : 21st August, 2010 Place: Lucknow