Eleganz Interiors Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

1. FINANCIAL SUMMARY:

The Company''s financial performance for the year under review is given hereunder:

(Amount in Lakhs)

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

2. STATE OF AFFAIRS:

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

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

3. DIVIDEND

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

4. CONSOLIDATED FINANCIAL STATEMENTS

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

5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has following Subsidiary and Associates:

A. Wholly Owned Subsidiary:

M/s. Doshi Infrastructure Private Limited

B. Associates:

1. Eleganz Interiors Pte. Ltd. (Singapore)

2. Redwoods Shukla Talab Heritage Private Limited

3. Redwoods Barsana Heritage Private Limited

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

6. DETAILS OF INITIAL PUBLIC OFFER & LISTING

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

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

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

7. SHARE CAPITAL

The Company, during the year, has allotted:

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

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

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

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

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

8. MANAGEMENT DISCUSSION & ANALYSIS

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

9. TRANSFER TO RESERVES:

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

10. DEPOSITS

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

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

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

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

• Retire by Rotation:

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

13. KEY MANAGERIAL PERSONNEL

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

Mr. Sameer Akshay Pakvasa - Managing Director & CEO,

Mr. Mayank Kumar Sharma - Whole-time Director

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

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

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

14. DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

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

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

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

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

15. MEETINGS OF BOARD OF DIRECTORS

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

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

Attendance of Directors:

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

16. COMMITTEE MEETINGS:

• AUDIT COMMITTEE

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

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

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

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

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

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

• NOMINATION AND REMUNERATION COMMITTEE

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

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

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

• ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

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

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

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

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

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

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

• STAKEHOLDER RELATIONSHIP COMMITTEE

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

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

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

17. SECRETARIAL STANDARDS

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

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

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

19. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b. The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the Profit of the Company for
year ended on that date;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

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

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

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

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

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

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

21. CORPORATE GOVERNANCE REPORT:

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

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

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

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

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

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

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

23. PREVENTION OF INSIDER TRADING:

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

24. VARIOUS POLICIES OF THE COMPANY:

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

Name of the Policy	Brief Description
Archival Policy	The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time
Code of Conduct for Board & Senior Management Personnel	The policy is aimed to formulate a Code of Conduct for the Director and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company
Nomination and Remuneration Policy	Your Board has framed a policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel (''KMP''), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013
Policy for making payments to Non¬ Executive Director	The Policy contains the rules for making payments to Non¬ Executive Directors as per the applicable provisions of the Companies Act, 2013
Policy on criteria for determining Materiality of Events	The policy applies for determining and disclosing material events taking place in the Company
Policy on Materiality of Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions
Terms & Conditions of appointment of Independent Directors	The policy provides framework that regulates the appointment, re-appointment of Independent Directors and defines their roles, responsibilities and powers.
Whistle Blower Policy	The Company has formulates a comprehensive Whistle Blower Policy in line with the provisions of Section 177 (9) and Section 177(10) of the Companies Act, 2013 with a view to enable stakeholders, including Directors, Individual employees to freely communicate their concerns about

	unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct an ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy	The Risk Management Policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Policy in case of leak of UPSI	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (''PIT Amendment Regulations'') mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and inform the board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for procedure of inquiry in case of leak of Unpublished Price Sensitive Information (''UPSI'').
Policy for Evaluation of the Performance of the Board	The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and the individual directors (excluding the director being evaluated).
Insider Trading Policy	Your Company has adopted the policy to regulate, monitor and report trading by the designated persons and their immediate relatives as per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by the designated persons while trading/dealing in Company''s shares and sharing Unpublished Price Sensitive Information.
Code for fair disclosure of UPSI	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of ''Legitimate purposes for sharing UPSI". The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI.
Policy on preservation of the Documents	The policy deals with the retention of corporate records of the Company.
Policy on Corporate Social Responsibility	Objectives of CSR Policy: 1. To set high standards of quality in the delivery of services in the social sector by creating processes and replicable

	models;
	2. To create a sense of empathy and equity among
	employees of the
	3. Company to motivate them to give back to the society.

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

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

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

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

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

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

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

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

(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

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

29. EXTRACT OF ANNUAL RETURN:

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

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

30. MATERNITY BENEFIT:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the statutory benefits prescribed under the Act, including
paid maternity leave, continuity of salary and service during the leave period, and post-maternity support
such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed
to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.

31. REPORTING OF FRAUD BY AUDITORS:

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

32. STATUTORY AUDITORS:

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

33. AUDITORS REPORT:

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

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

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

34. SECRETARIAL AUDITORS:

The Board of Directors at its meeting held on 01^st August, 2025 have appointed M/s. KDA & Associates
(Practicing Company Secretaries) as the Secretarial Auditors of the Company pursuant to Section 204 of
the Companies Act, 2013 to undertake the secretarial audit of the Company for the Financial Year 2024¬
25.

35. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report as issued by the Secretarial Auditor, in Form MR-3 for the Financial Year 2024¬
25 is set out in the Annexure - III to this report and forms integral part of this Annual Report.

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

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

36. INTERNAL AUDITORS:

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

37. COST AUDITOR:

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

38. INTERNAL FINANCIAL CONTROLS:

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

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

39. PARTICULARS OF EMPLOYEES:

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

40. CORPORATE GOVERNANCE:

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

41. CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

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

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

44. LISTING FEES

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

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

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

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

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

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

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

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

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

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

48. DISCLOSURE REGARDING EMPLOYEES STOCK OPTIONS:

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

49. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

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

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

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

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

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

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

52. GENERAL DISCLOSURES:

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

53. ACKNOWLEDGEMENTS

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

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

For and on Behalf of the Board of Directors
Eleganz Interiors Limited

Sd/-. Sd/-.

Sameer Akshay Pakvasa Mayank Kumar Sharma

Managing Director & CEO Whole-time Director

DIN: 01217325 DIN: 09283513

Date: 29^th August, 2025
Place: Mumbai

---

Mar 31, 2024

Your Directors have pleasure in presenting the 28^th Annual Report and Audited Statement of
Accounts for the year ended 31^st March, 2024.

FINANCIAL RESULTS :

The Financial Results of the Company are summarized as follows:

	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
	Rs.	Rs.	Rs.	Rs.
Revenue from Operations	2,21,29,19,310	1,90,25,85,724	2,21,29,19,310	1,90,25,85,724
Other Income	63,51,008	91,28,103	1,79,45,527	91,28,103
Total Revenue	2,21,92,70,318	1,91,17,13,827	2,23,08,64,837	1,91,17,13,827
Profit/ Loss before Tax	14,54,56,588	10,51,64,336	15,70,31,816	10,50,98,718
Tax Expense:
Current Tax	3,88,27,530	64,96,993	3,88,27,530	64,96,993
Deferred Tax	(19,56,293)	(5,37,176)	(19,56,293)	(5,37,176)
Excess or short provision for last year	(30,12,435)	0	(30,12,435)	0
Profit/Loss for the Year	11,15,97,786	9,92,04,519	12,31,73,014	9,91,38,901

STATE OF AFFAIRS:

There has been no change in the business of the Company during the financial year ended 31^st
March, 2024.

Revenue from Operations has increased from Rs 1,90,25,85,724/- in the previous year to Rs.
2,21,29,19,310/- in the current year. The Company has made a profit Rs. 11,15,97,786/- in the
current year as compare to profit of Rs. 9,92,04,519/- in the previous year as per Standalone
financials.

Revenue from Operations has increased from Rs 1,90,25,85,724/- in the previous year to Rs.
2,21,29,19,310/- in the current year. The Company has made a profit Rs. 12,31,73,014/- in the

current year as compare to profit of Rs. 9,91,38,901/- in the previous year as per Consolidated
financials.

DIVIDEND :

With a view to conserve the resources of the Company, the Directors have not recommended any
dividend for the year ending 31^st March 2024.

ANNUAL RETURN

Annual Return is displayed on the Company’s website at www.eleganz.co.in.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition:

The Board of Directors as on March 31,2024 are mentioned below:

Sr. No.	Name of Director	Designation
1.	Sameer Pakvasa	Managing Director
2.	Mayank Sharma	Whole Time Director
3.	Sonal Pakvasa	Director
4.	Archana Desai	CFO
5	Rahul Sharma	Company Secretary

b. Changes in Directors:

Following are the changes that was conducted in board structure and the KMP:

Ms. Sonal Pakvasa was appointed as director of the company on 14^th August 2023.

Ms. Archana Desai was appointed as Chief Financial Officer of the Company w.e.f. 30^th
November 2023.

Mr. Sameer Pakvasa was appointed as Managing Director of the Company w.e.f. December

29.2023.

Mr. Mayank Sharma was appointed as Whole Time Director of the Company w.e.f. December

29.2023.

Mr. Rahul Sharma was appointed as Company Secretary and Compliance Officer of the Company
w.e.f 20^th February 2024.

DECLARATION OF INDEPENDENT DIRECTORS:

The provisions of Section 149(4) of the Act pertaining to the appointment of Independent
Directors are not applicable to the Company.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the
Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company
Secretaries of India (ICSI).

COMMITTEES OF THE BOARD:

a. AUDIT COMMITTEE:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2013 does not apply to the Company.
Hence, disclosure pursuant to Section 177 (8) of the Companies Act, 2013 is not required.

b. NOMINATION AND REMUNERATION COMMITTEE:

The provisions of Section 178(1) relating to the constitution of the Nomination and Remuneration
Committee do not apply to the Company and hence the Company has not devised any policy as
required under section 178(1) of the Companies Act, 2013.

c. STAKEHOLDER RELATIONSHIP COMMITTEE:

The provisions of Section 178 of the Act relating to the constitution of the Stakeholders
Relationship Committee do not apply to the Company and hence the Company has not devised any
policy as required under Section 178 of the Companies Act, 2013

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

The provisions of formulation of CSR Committee as per Section 135 of the Companies Act,2013
do not apply to the Company and hence the Company has not devised any policy as required under
Section 135 of the Companies Act,2013

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW:

The Company had Eleven Board meetings during the financial year under review.

AUDITORS’ REPORT

There was no qualifications, reservations or adverse remarks made by the Auditors in their report.
AUDITORS

At the Annual General Meeting of the Company the Shareholders had approved appointment of
M/s Jayesh Sanghrajka and Co. LLP, Chartered Accountants (FRN No 104184W/W100075) as
Statutory auditor of the company until the conclusion of AGM to be held in the year 2027.

As required under Section 134 of the Act (including any statutory modification(s) and/or re¬
enactment^) thereof for the time being in force), the Directors of the Company state that

(i) in the preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards had been followed dong with the proper explanation relating
to material departures;

(ii) 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 on March 31, 2024, and of its profit and loss for the
financial year ended on that date;

(iii) the Directors had 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;

(iv) the Director had prepared the annual accounts for the financial year 2023-24 on a ‘going
concern’ basis; and

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

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to provisions of Section 129(3) of the Companies Act 2013, a statement containing
salient features of the financial statements of the Company’s subsidiary named Doshi
Infrastructure Pvt Ltd in Form AOC-1 is attached to the financial statements of the Company. The
Company does not have any Joint venture or Associate Company In India. However the Company
have one associate Company named Eleganz Interiors Pte Ltd a Company Incorporated outside
India.

PARTICULARS OF EMPLOYEES :

Particulars of employees required to be furnished under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 form part of this report as Annexure I.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

The particulars of Contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013 as prescribed in Form AOC-2 under Rule 8(2) of the Companies
(Accounts) Rules, 2014, is annexed to this Report as Annexure II.

The annual report on Corporate Social Responsibility is enclosed as Annexure III pursuant to the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is displayed on
website of the Company.

RISK MANAGEMENT

Risk Management is embedded in your Company’s operating framework. The Company’s
approach to addressing business risks is comprehensive and includes periodic review of such risks
and a framework for mitigating controls and reporting mechanism of such risks.

INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal financial control framework. During
the year, such controls were tested and no material weaknesses in their design or operation were
observed.

INTERNAL AUDITORS

The Provisions of Internal Audit are not applicable to Company.

CAPITAL STRUCTURE:

Following are the changes in the Capital structure of the Company:

1. During the year under review the company had made Sub division of shares from Rs.100
per share to Rs. 10 Per Share.

2. The Company has made Bonus issue of 1,44,00,000 shares on 14^th August 2023 in the ratio
of 15:1 i.e 15 (Fifteen Shares) for every 1 (one) share held by members.

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

There was loan or guarantee given or investment made or security provided pursuant to Section
186 of the Act during the year under review. Compliance of Section 186 has been duly followed
by the Company.

INVESTOR GRIEVANCE REDRESSAL POLICY:

The Company has adopted an internal policy for Investor Grievance handling, reporting and
Redressal of the same.

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

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the
Comnanies (Accounts'') Rules. 2014 are set out hereunder:

A. Conservation of energy
a) Steps taken / impact on conservation of energy, with special reference to the following:		The Business / activities of the Company do not require any major energy consumption. However, all necessary steps are taken for conservation of energy /recycle.
b) Steps taken by the company for utilizing alternate sources of energy including waste generated		The Business / activities of the Company does not require any major energy consumption and same is supplied by the electricity company and thus it does not require to utilize alternative source of energy.
c) Capital investment on energy conservation equipment		Rs. NIL
B. Technology Absorption
a) Efforts, in brief, made towards technology absorption		The Business / activities of the company do not require any new technology.
b) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.		NA
c) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: i. Details of technology imported. ii. Year of import. iii. Whether the technology been fully absorbed iv. If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.		NA
		-
		-
		-
d) Expenditure incurred on Research and Development		—
C. Foreign Exchange Earnings and Outgo	Current Financial year (Rs.in lakhs)		Previous Financial year (Rs.in lakhs)
Foreign Exchange Earnings	-		-
Foreign Exchange Outgo	-		-

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE:

During the year under review, the Company has not received any significant orders/ material
orders passed by any of Regulators/ Courts/ Tribunals impacting the going concern status of the
Company and its operations in future.

1. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The provisions of Section 177 of the Act read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 are not applicable to the Company.

2. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not borrowed an unsecured loan from any of the
Directors of the Company.

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

The Company has in place a Policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The
Company has complied with the provision relating to the constitution of Internal Committee under
POSH 2013.

The Company is committed to providing a safe and conducive work environment to all of its
employees and associates. The Company has created the framework for individuals to seek
recourse and redressal to instances of sexual harassment. During the year under review, no
complaint pertaining to sexual harassment of woman at work place has been received by the
Company.

4. REPORTING OF FRAUDS:

During the year under review, there have been no frauds reported by the Statutory Auditors of the
Company under sub-section (12) of Section 143 of the Act.

5. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any
application against anyone nor any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

6. DETAILS OF DIFFERENCE BETWEEN THE 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:

The Company has availed loans in normal course of its business and has repaid as per due dates.
Thus, there has not been any one time settlement for any of the loan amounts borrowed from banks
or FI’S

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions during the year under review/are not applicable to the Company.

1. The Company has not transferred any amount to reserves during the year.

2. There have been no material changes and commitments affecting the financial position of the
Company that occurred during the period between end of the financial year to which this
financial statements relate, to the date of this report.

3. There was no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not
applicable.

4. The provisions of Section 178(1) relating to constitution of Nomination and Remuneration
Committee are not applicable to the Company and hence the Company has not devised any
policy relating to appointment of Directors, payment of Managerial remuneration, Directors
qualifications, positive attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013.

5. The Company has neither accepted nor renewed any deposits during the year under review.

6. The provisions of Section 149 pertaining to the appointment of Independent Directors do not
apply to our Company.

7. Requirement of Maintenance of Cost records is not applicable to the Company.

8. The provisions of Section 111 of the Companies Act, 2013 read with Rule 6 and 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the
Company.

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

10. There were no instances of fraud reported by the Statutory Auditors during the year under
review.

11. There was no Issue of equity shares with differential rights or Issue of Shares (including sweat
equity shares) to employees of the Company under any Scheme except issue of shares made to
Archana Desai Chief Financial Officer of the Company pursuant to Bonus Issue.

12. Provisions relating to submission of Secretarial Audit Report are not applicable to the
Company.

13. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS :

The Directors would like to place on record their sincere appreciation to the Members for

their continued support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

sameerakshay_a^dS"^s“^eer

PAKVASA Date2024.09.1619:0237

05 30

SAMEER PAKVASA

MANAGING DIRECTOR

DIN 01217325

Registered Office:

Gala Nos. 1-7, Sarita, Prabhat Industrial Estate,

102, W.E. Highway, Dahisar(E),

Mumbai-400068

Dated: 06^th September, 2024