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:

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:

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:

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

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 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 chandni@eldecohousing.co.in

As on date of this Report, following are the subsidiaries of the
Company:

1. Aaj Constructions Private Limited

2. Artistry Construction Private Limited

3. Ascendancy Constructions Private Limited

4. Carnation Realtors Private Limited

5. Cascade Constructions Private Limited

6. Clairmont Properties Private Limited*

7. Conception Realtors Private Limited

8. Conviction Constructions Private Limited

9. Deepjyoti Constructions Private Limited

10. Dua Constructions Private Limited

11. Eco World Properties Private Limited

12. Eldeco Inception Buildtech Private Limited

13. Eldeco Prosper Constructions Private Limited**

14. Erudite Constructions Private Limited

15. Facility Constructions Private Limited

16. Flourish Constructions Private Limited

17. Frozen Constructions Private Limited

18. Garv Constructions Private Limited

19. Golfshire Realtors Private Limited***

20. Heather Buildcon Private Limited

21. Iris Realtors Private Limited

22. Khwahish Constructions Private Limited

23. Miraculous Properties Private Limited

24. Neo Realtors Private Limited

25. Neptune Infracon Private Limited

26. Numerous Constructions Private Limited

27. Omni Farms Private Limited

28. Placate Constructions Private Limited

29. Primacy Constructions Private Limited

30. Proficiency Real Estate Private Limited

31. Samarpit Constructions Private Limited

32. Shivaye Constructions Private Limited

33. Spring Greens Realty Private Limited

34. Suniyojit Constructions Private Limited

35. Supremacy Builders Private Limited

36. Sushobhit Constructions Private Limited

37. Swarajya Builders Private Limited

38. Swarg Constructions Private Limited

39. Swabhiman Buildtech Limited

40. Turbo Realtors Private Limited

41. Utsav Constructions Private Limited

42. Yojna Constructions Private Limited

Incorporated on July 19, 2025.

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

*** Incorporated on July 17, 2025.

Material Subsidiaries

As on March 31, 2025, the Company has 1 (one) unlisted
material subsidiary i.e. Omni Farms Private Limited, a wholly
owned subsidiary of the Company, under Regulation 16(1)(c)
of the SEBI Listing Regulations. The Company has adopted a
'Policy for determining material subsidiaries' and is available on
the 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:

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