Directors Report of Elegant Floriculture & Agrotech (I) Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 32^nd Annual Report on the business and
operations of the Company together with the Audited Statement of Accounts of the Company
for the year ended on 31^st March, 2025.

1. Financial Results:

The financial results are summarized below:

	Particulars	For the year ended 31st March 2025	For the year ended 31st March 2024
A	Total Revenue	2,78,203.20	1,13,707.75
B	Total Expenses	1,31,803.85	1,15,827.59
C	Profit/(Loss) Before Tax	1,46,399.35	(2,119.84)
D	Tax expense - Current Tax - Deferred Tax	36,844.49 (6,370.00)	2,453.78 (7,542.20)
E	Profit/(Loss) after Tax	1,15,924.86	2,968.58

2. Financial Performance:

During the year, the Company has earned Total Revenue of Rs.2,78,203.20 hundreds in
comparison to Rs.1,13,707.75 hundreds earned during the previous year. The Company has
earned Net Profit of Rs.1,15,924.86 hundreds in comparison of Rs.2,968.58 hundreds
earned during the previous year. Your directors are hopeful of better performance in the
forthcoming year. There was no change in the nature of the business of the Company during
the year.

3. Dividend & Reserves:

Y our directors abstain from declaring any dividend for the year and no amount of profit was
transferred to General Reserve.

4. Management Discussion & Analysis:

Management Discussion & Analysis Report is being given under the Corporate Governance
Report. There are no material changes between the end of the financial year and the date of
the report which may affect the financial position of the Company.

5. Listing with Stock Exchanges:

At present, the Equity shares of the Company are listed at BSE Limited.

6. Dematerialization of Shares:

91.17% of the Company’s paid-up Equity Share Capital is in dematerialized form as on 31st
March, 2025 and balance 8.83% is in physical form. The Company’s Registrar and Transfer
Agent is MUFG Intime India Private Limited (Formerly known as Link Intime India Private
Limited) having their registered office at C-101, 1^st Floor, 247 Park, Lal Bahadur Shastri
Marg, Vikhroli (West) Mumbai - 400 083.

7. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed

8. Finance & Accounts:

Your company is required to prepare financial statements under Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and
judgments relating to financial statements are made on prudent basis, so as to reflect in a
true and fair manner, the form and substance of transactions and reasonably present the
Company’s state of affairs and profit for the year ended 31^st March, 2025.

On 26^th November, 2024, the Company has issued and allotted 57,00,000 Warrants at a
subscription price of Rs.2.50/- per warrant entitling the holder of the Warrants to exercise
an option to subscribe to 57,00,000 Equity Shares of the Company having a Face Value of
Rs.10/- each at an Exercise Price of Rs.7.50/- (Effective Price Being Rs. 10/- Per Equity
Share) to the Non-Promoters on Preferential Allotment Basis.

9. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

(a) The members of the Company at the 30^th AGM held on 19^th August, 2023 had appointed
M/s. Valawat & Associates, Chartered Accountants, Udaipur (having Firm Registration
No. 003623C) as the Statutory Auditors of the Company for a term of 5 years and
accordingly they hold their office till the conclusion of 35^th Annual General Meeting to
be held in the year 2027-28.

(b) The report does not contain any qualifications or adverse remarks.

12. Secretarial Auditors:

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed, M/s. N. Bagaria & Associates, Practicing
Company Secretaries, Mumbai, as the Secretarial Auditor of the Company.

(b) The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed
as Annexure A. As regards remarks of the Secretarial Auditor, we submit as under:

(i) Due to oversight, the Company could not publish the financial results in
newspapers within due date.

(ii) Due to technical errors and storage issues, the website is not accepting additional
documents. The Company is procuring additional space for the website and
same will be updated shortly.

(iii) The Company is in process of renewing its SDD Software within due course of
time.

(c) As per Regulation 24A(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board recommends
the appointment of M/s. N. Bagaria & Associates (having Firm Unique Identification
No. P2007MH008300 and Peer Review Certificate No. 1020/2020), Practicing
Company Secretaries, Mumbai as the Secretarial Auditors of the Company to conduct
secretarial audit for a first term of 5 (five) consecutive years commencing from the
financial year 2025-26 till the financial year 2029-30 for the approval of the members
of the Company.

13. Internal Auditors:

The internal audit function provides an independent view to the Board of Directors, the
Audit Committee and the Senior Management on the quality .and efficacy of the internal
controls, governance systems and processes. The Internal Auditor monitors and evaluates
the efficacy & adequacy of internal financial controls & internal control system in the
Company that has been put in place to mitigate the risks faced by the organization and
thereby achieves its business objective.

The internal control and compliance are on-going process. Based on the findings and
report of the internal auditor, process owners undertake corrective action that may be
required in their respective areas for further strengthening the controls and control
environment. Significant audit observations and corrective actions thereon are presented
to the Audit Committee. The internal auditors also independently carry out the design
evaluation and testing of controls related to requirements of Internal Financial Controls.
The evaluation of design effectiveness and testing of controls for various business
activities, processes and sub processes was carried out and found satisfactory.

In terms of Section 138 of the Act and Rules made there under, M/s. S P N G & Associates,
(having Firm Registration No. 003776C) Chartered Accountants, Indore has been appointed
as Internal Auditors of the Company for the F.Y. 2024-25.

14. Cost Auditors:

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013
are not applicable to the Company.

15. Reporting of Fraud by Auditors:

During the year, the Statutory Auditors and Secretarial Auditor have not reported, any
incident of fraud committed in your Company by its Officers or Employees, to the Audit
Committee and / or to the Board under Section143(12) of the Companies Act, 2013.

16. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed
at Company’s website at www.elegantflora.in.

17. Unsecured Loan from Directors:

The Company has not received any loan (secured/ unsecured) from the Directors of the
company during the year.

18. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of
Energy and T echnology absorption. The Company not being a manufacturing Company, the
same is therefore not applicable to it.

19. Foreign Exchange Earnings / Outgo:

During the year, the Company has neither earned nor incurred any expenditure in foreign
exchange.

20. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies’ u/s 135(2) of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)
Rules, 2014. Hence CSR is not applicable to the Company.

21. Human Resources:

Your Company treats its “human resources” as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Y our Company thrust is on the promotion of talent internally through j ob rotation
and job enlargement.

22. Remuneration Details of Directors and Employees:

The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

Sr. No.	Name	Designation	Remuneration for the F.Y. 2024-25	% increase (decrease) from the previous year	Ratio / Times per median of employee remuneration
1.	Mr. Mangesh Gadakh	Whole-time Director	4644.00	Nil	54.41 times
2.	Mr. Mayur Thakar	Chief Financial Officer	1869.00	Nil	21.90 times
3.	Ms. Kirti Bhandari	Company Secretary	1996.00	Nil	23.39 times

None of the employees of the Company is in receipt of remuneration as per limits specified
in the Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014; therefore, disclosure under the rule is not required.

23. Meetings of the Board:

The Board of Directors duly met 7 times during the financial year, the details of the same
are being given in the Corporate Governance Report. The intervening gap between the two
consecutive meetings was within the period prescribed under the Companies Act, 2013.

24. Disqualification of Directors:

During the year, the Company has received Form DIR-8 from all Directors as required under
the provisions of Section 164(2) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your
Company is disqualified to hold office as a Director and debarred from holding the office of
a Director.

25. Directors and Key Managerial Personnel:

(i) Appointment of Directors:

a. The Board of Directors of the Company appointed Mr. Vijaykumar Babulal Soni
(holding DIN 10641998) as an Additional Director of the Company w.e.f. 3^rd June,
2024. Subsequently, the members of Company, at their meeting held on 27^th
August, 2024 appointed Mr. Vijaykumar Babulal Soni, as the Director of the
Company.

b. The Board of Directors of the Company appointed Mrs. Nilamben Vipulbhai
Suthar (holding DIN 10651081) as an Additional Director of the Company w.e.f.
3^rd June, 2024. Subsequently, the members of Company, at their meeting held
on 27^th August, 2024 appointed Mrs. Nilamben Vipulbhai Suthar, as the Director
of the Company.

c. The Board of Directors of the Company appointed Mr. Monil Navinchandra V ora
(holding DIN 09627136) as an Additional Independent Director of the Company
with effect from 1^st August, 2024. Subsequently, the members of Company, at
their meeting held on 27^th August, 2024 appointed Mr. Monil Navinchandra
Vora, as the Director of the Company.

d. The Board of Directors of the Company appointed Mr. Gaurang Kanubhai Patel
(holding DIN 08662669) as an Additional Independent Director of the Company
with effect from 1^st August, 2024. Subsequently, the members of Company, at
their meeting held on 27^th August, 2024 appointed Mr. Gaurang Kanubhai Patel
(holding DIN 08662669), as the Director of the Company.

e. The Board of Directors of the Company appointed Mr. Sameerbeg Raj akbeg Mirza
(holding DIN 09768914) as an Additional Independent Director of the Company
with effect from 1^st August, 2024. Subsequently, the members of Company, at
their meeting held on 27^th August, 2024 appointed Mr. Sameerbeg Rajakbeg
Mirza, as the Director of the Company.

f. The Board of Directors of the Company appointed Mr. Hardik Dineshbhai Trivedi
(holding DIN 08080001) as an Additional Director of the Company with effect
from 1^st August, 2024. Subsequently, the members of Company, at their meeting
held on 27^th August, 2024 appointed Mr. Hardik Dineshbhai Trivedi, as the
Director of the Company.

(ii) Resignation of Director:

a. Mrs. Jigna Jigarkumar Shah (holding DIN 10530973) resigned from the
Directorship of the Company with effect from the close of business hours of 3^rd
June, 2024.

b. Mr. Nilesh Devendraprasad Dave (holding DIN 10530978) resigned from the
Directorship of the Company with effect from the close of business hours of 3^rd
June, 2024.

c. Mr. Mayur Jitendra Thakar (holding DIN 08156395) resigned from the
Directorship of the Company with effect from the close of business hours of 1^st
August, 2024.

d. Mr. Umeshbhai Rasiklal Gor (holding DIN 08845586) resigned from the
Directorship of the Company with effect from the close of business hours of 1^st
August, 2024.

e. Mr. Niraj Chordia (holding DIN 02975795) resigned from the Directorship of
the Company with effect from the close of business hours of 1^st August, 2024.

(iii) Resignation of Chief Financial Officer:

Mr. Mayur Thakar (having PAN ACSPT4333P) resigned from the office of the Chief
Financial Officer (CFO) of the Company with effect from the close of business hours
of 1^st August, 2024.

(iv) Appointment of Chief Financial Officer:

The Board of Directors of the Company appointed Mr. Hardik Dineshbhai Trivedi
(having PAN ASJPT3796P) as the Chief Financial Officer (CFO) of the Company with
effect from 1^st August, 2024.

(v) Resignation of Company Secretary & Compliance Officer;

Ms. Kirti Bhandari (having Membership No. A43519) resigned from the office of the
Company Secretary & Compliance Officer of the Company w.e.f. 2^nd January, 2025.

(vi) Appointment of Directors retiring by rotation:

Mr. Hardik Dineshbhai Trivedi (holding DIN 08080001), Director of the Company will
retire by rotation at the ensuing Annual General Meeting and being eligible offers
himself for reappointment.

Brief profile of the Directors proposed to be re-appointed as required under Regulation
36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
are part of the Notice convening the Annual General Meeting.

(vii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

26. Vigil Mechanism:

In order to ensure that activities of Company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty, integrity
and ethical behavior the Company has adopted a vigil mechanism policy.

27. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy
which deals with the manner of selection and appointment of Directors, Senior Management
and their remuneration. The policy is in compliance with the provisions of Section 178(3)
of the Companies Act, 2013.

28. Related Party Transactions:

All contracts / arrangements / transactions entered into by the Company with its related
parties during the financial year were in the ordinary course of business and on an arm’s
length basis.

During the year, the Company has not entered into any material contract / arrangement /
transaction with related parties. Accordingly, disclosure of Related Party Transactions in
Form AOC-2 is not applicable. However, details of transactions with the related parties
have been included in Notes to the Financial Statements.

29. Particulars of Loans, Guarantees or Investments:

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

30. Risk Management:

The Company has adequate internal controls in place at various functional levels and does
not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping
in view the nature and size of its business.

31. Material changes and commitment:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates on
the date of this report.

32. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India under
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition,
the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors,
performance of the Board as a whole and performance of the Chairman was evaluated,
taking into account the views of executive directors and non-executive directors. The same
was discussed in the Board meeting that followed the meeting of the independent Directors,
at which the performance of the Board, its committees and individual directors was also
discussed.

33. Audit Committee:

The Audit Committee is comprised of three directors. The composition of the Audit
Committee is as follows:

Name	Designation	Category
Mr. Niraj Chordia 1	Chairperson 1	Independent non-executive
Mr. Umeshbhai Rasiklal Gor 1	Member 1	Independent non-executive
Mr. Nilesh Devendraprasad Dave 2	Member 2	Professional non-executive
Mr. Vijaykumar Babulal Soni 3	Member 3	Professional non-executive
Mr. Monil Navinchandra Vora 4	Chairperson 4	Independent non-executive
Mr. Gaurang Kanubhai Patel 4	Member 4	Independent non-executive

¹ Upto 01.08.2024 ² Upto 03.06.2024

³ From 03.06.2024 ⁴ From 01.08.2024

All the recommendations made by the Audit Committee were accepted by the Board of
Directors of the Company.

34. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is comprised of three directors. The
composition of the Remuneration Committee is as follows:

Name	Designation	Category
Mr. Umeshbhai Rasiklal Gor 1	Chairperson 1	Independent non-executive
Mr. Niraj Chordia 1	Member 1	Independent non-executive
Mrs. Jigna Jigarkumar Shah 2	Member 2	Professional non-executive
Mrs. Nilamben Vipulbhai Suthar 3	Member 3	Professional non-executive
Mr. Gaurang Kanubhai Patel 4	Chairperson 4	Independent non-executive
Mr. Sameerbeg Rajakbeg Mirza 4	Member 4	Independent non-executive

¹ Upto 01.08.2024 ² Upto 03.06.2024

³ From 03.06.2024 ⁴ From 01.08.2024

All the recommendations made by the Nomination and Remuneration Committee were
accepted by the Board of Directors of the Company.

35. Significant and Material Orders Passed by the Regulators or Courts:

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

36. Prevention Of Sexual Harassment at Workplace:

The Company has adopted a policy for prevention of sexual harassment at the workplace,
in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). An Internal
Complaints Committee (“ICC”) has been duly constituted as per the provisions of the
POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions
of the POSH Act and the rules framed thereunder. No Complaints were received during
the year.

37. Maternity Benefit provided by the Company under Maternity Benefit Act 1961:

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.

38. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values
aimed at enhancing an organization’s brand and reputation. This is ensured by taking ethical
business decisions and conducting business with a firm commitment to values, while
meeting stakeholders’ expectations. It is imperative that our company affairs are managed
in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

A report on a Corporate Governance and a certificate from the statutory auditor of the
Company regarding compliances of conditions of Corporate Governance as stipulated under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is appended as annexure to this report.

39. Share Capital:

A) Buy Back of Securities:

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

B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares:

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year.

E) Re-classification of Promoters / Promoters Group:

During the year, the Company had received request from the Promoter / Promoter
Group of the Company for their reclassification from the category of “Promoter /
Promoter Group” to the category of “Public Shareholders” in accordance with
Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Company placed the said request before the Board of Directors and the same was
approved at its meeting held on 29^th May, 2024, subject to approval of the shareholders
of the Company and the Stock Exchange. Subsequently, the shareholders of the
Company approved the said reclassification at the 31^st Annual General Meeting held
on 27^th August, 2024.

The Company made the necessary application to BSE Limited for their approval. The
Stock Exchange vide their Letter dated 6^th February, 2025, approved the
reclassification of the aforesaid shareholders from “Promoter / Promoter Group”
Category to Public Category.

40. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated persons of the Company, as
per SEBI (Prohibition of Insider Trading) Regulations, 2015.

41. Transfer of Amounts to Investor Education and Protection Fund (IEPF):

Your Company has not declared any dividend during the last seven years and accordingly
there are no unpaid or unclaimed dividend for a period of seven years. Therefore, there were
no funds which were required to be transferred to Investor Education and Protection Fund.

42. Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016 (IBC):

No application has been filed for corporate insolvency resolution process, by a financial or
operational creditor or by the Company under the IBC before the National Company Law
Tribunal.

43. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors
confirm that:

a) in the preparation of 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 there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgements and
estimates that are reasonable and prudent manner so as to ensure true and fair view of
the state of affairs of the Company as at 31^st March, 2025 and of the profit of the
Company for the year ended on that date;

c) adequate accounting records are maintained 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) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

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

44. Cyber security governance:

Cyber security governance includes a board member overseeing the cybersecurity
strategy and the executive management team, accountable for managing cybersecurity.
The Senior Management track all the recent happenings related to cyber security risks on
ongoing and periodical basis and solves the related issues.

45. Compliance with Secretarial Standards of ICSI:

During the year, the Company has complied with Secretarial Standards 1 and 2, issued by
the Institute of Company Secretaries of India (ICSI).

46. Acknowledgment:

Your directors take the opportunity to record their deep sense of gratitude for the valuable
support and cooperation extended to the Company by its shareholders and bankers.

Registered Office: For and on behalf of the Board

Gut No. 358.,

Village Mouje Kashal,

Taluka Maval, Vadgaon,

Pune - 412 106.

Mangesh Gadakh Hardik Trivedi

DIN: 09736469 DIN: 08080001

Date: 4^th September, 2025 Whole-time Director Director

---

Mar 31, 2024

Your directors have pleasure in presenting their 31^st Annual Report on the business and
operations of the Company together with the Audited Statement of Accounts of the Company
for the year ended on 31^st March, 2024.

1. Financial Results:

The financial results are summarized below:

(Amount in Hundreds)

	Particulars	For the year ended 31st March 2024	For the year ended 31st March 2023
A	Total Revenue	1,13,707.75	1,29,295.20
B	Total Expenses	1,11,347.07	1,46,871,45
C	Profit/(Loss) Before Tax	2,360.68	(17,576.25)
D	Tax expense - Current Tax - Deferred Tax	6,508.37 (5,846.00)	2,453.78 (7,542.20)
E	Profit/(Loss) after Tax	1,698.31	(12,487.83)

2. Financial Performance:

During the year, the Company has earned Total Revenue of Rs. 113707.75 hundreds in
comparison to Rs.1,29,295.20 hundreds earned during the previous year. The Company has
incurred net Profit of Rs. 1698.31 hundreds in comparison of net loss of Rs. Rs.12,487.83
hundreds earned during the previous year. Your directors are hopeful of better performance
in the forthcoming year. There was no change in the nature of the business of the Company
during the year.

3. Dividend & Reserves:

Y our directors abstain from declaring any dividend for the year and no amount of profit was
transferred to General Reserve.

4. Management Discussion & Analysis:

Management Discussion & Analysis Report is being given under the Corporate Governance
Report. There are no material changes between the end of the financial year and the date of
the report which may affect the financial position of the Company.

5. Dematerialization of Shares:

91.13% of the Company’s paid-up Equity Share Capital is in dematerialized form as on 31^st
March, 2024 and balance 8.87% is in physical form. The Company’s Registrar and Transfer
Agent is Link Intime (India) Pvt. Ltd. having their registered office at C-101, 1^st Floor, 247
Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai - 400 083.

6. Listing with Stock Exchanges:

At present, the Equity shares of the Company are listed at BSE Limited.

7. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its business requirements
and for efficient conduct of business. The Company has not raised any funds by issue of any
securities during the year.

Your company is required to prepare financial statements under Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and
judgments relating to financial statements are made on prudent basis, so as to reflect in a
true and fair manner, the form and substance of transactions and reasonably present the
Company’s state of affairs and loss for the year ended 31^st March, 2024.

9. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

(a) The members of the Company at the 30^th AGM held on 19^th August, 2023 had
appointed M/s. Valawat & Associates, Chartered Accountants, Udaipur (having Firm
Registration No. 003623C) as the Statutory Auditors of the Company for a term of 5
years and accordingly they hold their office till the conclusion of 35^th Annual General
Meeting to be held in the year 2027-2028.

(b) The report does not contain any qualifications or adverse remarks.

12. Secretarial Auditors:

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s. N. Bagaria & Associates,
Practicing Company Secretaries, Mumbai have been appointed as Secretarial Auditors of
the Company.

The Secretarial Audit Report for the year ended 31^st March, 2024 is annexed as “Annexure
A” to this report. As regards remarks of Secretarial Auditors, we hereby clarify as under:

1. Due to oversight, Announcement under Regulation 30 was not made to BSE Limited;

2. Due to technical errors and storage issues, the website was not accepting additional
documents. The Company has procured additional space for the website and same is
now updated.

13. Internal Auditors:

In terms of Section 138 of the Act and Rules made there under, M/s. S P N G & Associates,
(having Firm Registration No. 003776C) Chartered Accountants, Indore has been appointed
as Internal Auditors of the Company for the F.Y. 2023-24.

14. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed
at Company’s website at www.elegantflora.in.

15. Foreign Exchange Earnings / Outgo:

During the year, the Company has neither earned nor incurred any expenditure in foreign
exchange.

16. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of
Energy and T echnology absorption. The Company not being a manufacturing Company, the
same is therefore not applicable to it.

17. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies’ u/s 135(2) of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)
Rules, 2014. Hence CSR is not applicable to the Company.

18. Human Resources:

Your Company treats its “human resources” as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Y our Company thrust is on the promotion of talent internally through j ob rotation
and job enlargement.

19. Remuneration Details of Directors and Employees:

The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

Sr. No.	Name	Designation	Remuneration for the F.Y. 2023-24	% increase (decrease) from the previous year	Ratio / Times per median of employee remuneration
1.	Mr. Mangesh Gadakh	Whole-time Director	4365.00	Nil	15.37 times
2.	Mr. Mayur Thakar	Chief Financial Officer	3025.00	Nil	10.65 times
3.	Ms. Kirti Bhandari	Company Secretary	3625.00	Nil	12.77 times

None of the employees of the Company is in receipt of remuneration as per limits specified
in the Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014; therefore, disclosure under the rule is not required.

20. Meetings of the Board:

The Board of Directors duly met 8 times during the financial year, the details of the same
are being given in the Corporate Governance Report. The intervening gap between the two
consecutive meetings was within the period prescribed under the Companies Act, 2013

21. Disqualification of Directors:

During the year, the Company has received Form DIR-8 from all Directors as required under
the provisions of Section 164(2) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your
Company is disqualified to hold office as a Director and debarred from holding the office of
a Director.

22. Directors and Key Managerial Personnel:

(i) Resignation of Director:

a. Mr. Pawankumar Basudev Agarwal (holding DIN 00127504) resigned from the
Directorship of the Company with effect from 8^th March, 2024.

b. Mrs. Neha Ankur Agarwal (holding DIN 03520989) resigned from the
Directorship of the Company with effect from 8^th March, 2024

c. Mrs. Jigna Jigarkumar Shah (holding DIN 10530973) resigned from the
Directorship of the Company with effect from 3^rd June, 2024.

d. Mr. Nilesh Devendraprasad Dave (holding DIN 10530978) resigned from the
Directorship of the Company with effect from 3^rd June, 2024.

e. Mr. Mayur Jitendra Thakar (holding DIN 08156395) resigned from the
Directorship of the Company with effect from 1^st August, 2024.

f. Mr. Umeshbhai Rasiklal Gor (holding DIN 08845586) resigned from the
Directorship of the Company with effect from 1^st August, 2024.

g. Mr. Niraj Chordia (holding DIN 02975795) resigned from the Directorship of
the Company with effect from 1^st August, 2024.

(ii) Appointment of Additional Directors:

a. The Board of Directors of the Company appointed Mr. Vijaykumar Babulal Soni
(holding DIN 10641998) as an Additional Director of the Company w.e.f. 3^rd June,
2024.

b. The Board of Directors of the Company appointed Mrs. Nilamben Vipulbhai
Suthar (holding DIN 10651081) as an Additional Director of the Company w.e.f.
3^rd June, 2024.

c. The Board of Directors of the Company appointed Mr. Monil Navinchandra Vora
(holding DIN 09627136) as an Additional Independent Director of the Company
with effect from 1^st August, 2024.

d. The Board of Directors of the Company appointed Mr. Gaurang Kanubhai Patel
(holding DIN 08662669) as an Additional Independent Director of the Company
with effect from 1^st August, 2024.

e. The Board of Directors of the Company appointed Mr. Sameerbeg Rajakbeg
Mirza (holding DIN 09768914) as an Additional Independent Director of the
Company with effect from 1^st August, 2024.

f. The Board of Directors of the Company appointed Mr. Hardik Dineshbhai Trivedi
(holding DIN 08080001) as an Additional Director of the Company with effect
from 1^st August, 2024.

(iii) Resignation of Chief Financial Officer;

Mr. Mayur Thakar (having PAN ACSPT4333P) resigned from the office of the Chief
Financial Officer (CFO) of the Company w.e.f. 1^st August, 2024.

(iv) Appointment of Chief Financial Officer:

The Board of Directors of the Company appointed Mr. Hardik Dineshbhai Trivedi
(having PAN ASJPT3796P) as the Chief Financial Officer (CFO) of the Company
with effect from 1^st August, 2024.

(v) Appointment of Directors retiring by rotation:

Mr. Mangesh Parashram Gadakh (holding DIN 09736469), Director of the Company
will retire by rotation at the ensuing Annual General Meeting and being eligible offers
himself for reappointment. Brief profile of the Directors proposed to be re-appointed
as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are part of the Notice convening the Annual
General Meeting.

(vi) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

23. Vigil Mechanism:

In order to ensure that activities of Company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty, integrity
and ethical behavior the Company has adopted a vigil mechanism policy.

24. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy
which deals with the manner of selection and appointment of Directors, Senior Management
and their remuneration. The policy is in compliance with the provisions of Section 178(3)
of the Companies Act, 2013.

25. Related Party Transactions:

All contracts / arrangements / transactions entered into by the Company with its related
parties during the financial year were in the ordinary course of business and on an arm’s
length basis. During the year, the Company has not entered into any material contract /
arrangement / transaction with related parties. Accordingly, disclosure of Related Party
Transactions in Form AOC-2 is not applicable. However, details of transactions with the
related parties have been included in Notes to the Financial Statements.

26. Particulars of Loans, Guarantees or Investments:

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

27. Risk Management:

The Company has adequate internal controls in place at various functional levels and does
not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping
in view the nature and size of its business.

28. Safety:

During the year, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. Significant and Material Orders Passed by the Regulators or Courts:

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

30. Material changes and commitment:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates on
the date of this report.

31. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India under
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition,
the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors,
performance of the Board as a whole and performance of the Chairman was evaluated,
taking into account the views of executive directors and non-executive directors. The same
was discussed in the Board meeting that followed the meeting of the independent Directors,
at which the performance of the Board, its committees and individual directors was also
discussed.

32. Audit Committee:

The Audit Committee is comprised of three directors. The composition of the Audit
Committee is as follows:

Name	Designation	Category
Mr. Niraj Chordia5	Chairperson5	Independent non-executive
Mr. Umeshbhai Rasiklal Gor5	Member	Independent non-executive
Mr. Pawan Kumar Basudev Agarwal1	Member	Promoter-Executive
Mr. Nilesh Devendraprasad Dave2&3	Member	Professional non-executive
Mr. Vijaykumar Babulal Soni4	Member	Professional non-executive
Mr. Monil Navinchandra Vora6	Chairperson6	Independent non-executive
Mr. Gaurang Kanubhai Patel6	Member	Independent non-executive

¹ Upto 08.03.2024 ² From 08.03.2024 ³ Upto 03.06.2024

⁴ From 03.06.2024 ⁵ Upto 01.08.2024 ⁶ From 01.08.2024

All the recommendations made by the Audit Committee were accepted by the Board of
Directors of the Company.

33. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is comprised of three directors. The
composition of the Remuneration Committee is as follows:

Name	Designation	Category
Mr. Umeshbhai Rasiklal Gor5	Chairperson5	Independent non-executive
Mr. Niraj Chordia5	Member	Independent non-executive
Ms. Neha Ankur Agarwal1	Member	Promoter-Executive
Mrs. Jigna Jigarkumar Shah 2&3	Member	Professional non-executive
Mrs. Nilamben Vipulbhai Suthar4	Member	Professional non-executive
Mr. Gaurang Kanubhai Patel6	Chairperson6	Independent non-executive
Mr. Sameerbeg Rajakbeg Mirza6	Member	Independent non-executive

¹ Upto 08.03.2024 ² From 08.03.2024 ³ Upto 03.06.2024

⁴ From 03.06.2024 ⁵ Upto 01.08.2024 ⁶ From 01.08.2024

All the recommendations made by the Nomination and Remuneration Committee were
accepted by the Board of Directors of the Company.

34. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values
aimed at enhancing an organization’s brand and reputation. This is ensured by taking ethical
business decisions and conducting business with a firm commitment to values, while
meeting stakeholders’ expectations. It is imperative that our company affairs are managed
in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

A report on a Corporate Governance and a certificate from the statutory auditor of the
Company regarding compliances of conditions of Corporate Governance as stipulated under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is appended as annexure to this report.

35. Share Capital:

A) Buy Back of Securities:

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

B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares:

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year.

36. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors

confirm that:

a) in the preparation of annual accounts for the financial year ended 31^st March, 2024, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgements and
estimates that are reasonable and prudent manner so as to ensure true and fair view of
the state of affairs of the Company as at 31^st March, 2024 and of the loss of the Company
for the year ended on that date;

c) adequate accounting records are maintained 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) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

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

37. Compliance with Secretarial Standards of ICSI:

During the year, the Company has complied with Secretarial Standards 1 and 2, issued by

the Institute of Company Secretaries of India (ICSI).

38. Acknowledgment:

Your directors take the opportunity to record their deep sense of gratitude for the valuable

support and cooperation extended to the Company by its shareholders and bankers.

Registered Office: For and on behalf of the Board

Gut No. 358.,

Village Mouje Kashal,

Taluka Maval, Vadgaon,

Pune - 412 106. Sd/- Sd/-

Mangesh Gadakh Mayur Thakar

DIN: 09736469 DIN: 08156395

Dated: 1^st August, 2024 Whole-time Director Director

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Mar 31, 2014

To The Members,

The Directors have pleasure in submitting the 21st Annual Report together with the Audited Accounts for the year ended 31st March 2014.

OPERATIONS

During the year under review the Company could not perform as per expectations. The Company has earned Total Revenue of Rs 121.05 lacs in comparison to Rs. 125.58 lacs in the previous year. The Company has earned net profit of Rs. 8.93 lacs in comparison to net loss of Rs.22.76 lacs in the previous year. Your directors are hopeful of better performance in the current financial year.

DIVIDEND

The Directors do not recommend payment of dividend for the year.

FIXED DEPOSITS

The Company has not accepted any deposits, within the meaning of section 58-A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975.

PERSONNEL

There are no employees whose particulars are to be given under Section 217(2A) of The Companies Act read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr. Pawankumar Agarwal (DIN 00127504), Director of the Company retires by rotation and being eligible offer himself for reappointment.

Dr. Sheoram Agarwal (DIN 00401760) and Mr. Surendra Gupta (DIN 01147494), Non executive Directors of the Company, Independent Directors are proposed to be appointed as Independent Directors for five consecutive years for a term up to March 31,2019 in accordance with Section 149 of the Companies Act, 2013. Notices have been received from members proposing the aforesaid two Directors as candidates for the office of Director of the Company. In the opinion of the Board, aforesaid persons fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company. Accordingly, the Board recommends appointment of Dr. Sheoram Agarwal and Mr. Surendra Gupta as Independent Directors, for the approval by the shareholders of the Company.

AUDITORS

Observations of the auditors are self-explanatory and do not require further comments.

Mr. Jignesh Shah, Chartered Accountant retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Section 217(1 )(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption.The Company not being an industrial Company, the same is therefore not applicable to it.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has earned an income of Rs. 19.21 lacs (Previous Year Rs.13.39 lacs) in foreign exchange. The Company has not incurred any expenditure in foreign exchange during the year.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby confirms:

i) In the preparation of the Annual accounts, the applicable Accounting Standards have been followed.

ii) The Company has selected and applied such Accounting Policy consistently and judgements and estimates are made in a reasonable and prudent manner so as to give true and fair view of the state of affairs of the Company as at the end of financial year and profit of the Company for the period.

iii) Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing/ detecting fraud and other irregularities.

iv) The annual Accounts are prepared on a going concern basis.

ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation of the valuable contribution made by the employees and shareholders at all levels towards the growth and performance of the Company.

The Directors would like to express their grateful appreciation for the assistance and Co-operation received from the various Departments of the Central and State Government and the Banks.

For and on behalf of the Board of Directors Elegant Floriculture & Agrotech (I) Ltd.

Place : Mumbai (PAWAN KUMAR AGARWAL) Date : 31-05-2014 DIN 00127504 Chairman

---

Mar 31, 2013

To The Members,

The Directors have pleasure in submitting the 20th Annual Report together with the Audited Accounts for the year ended 31st March 2013.

OPERATIONS

During the year under review the Company could not perform as per expectation. The Company has earned Total Revenue of Rs 125.58 lacs in comparison to Rs. 142.96 lacs in the previous year.

The Company has incurred net loss of Rs. 22.76 lacs in comparison to net profit of Rs.1.99 lacs in the previous year. Your directors are hopeful of better performance in the current financial year. 1

DIVIDEND

The Directors do not recommend payment of dividend for the year.

FIXED DEPOSITS

The Company has not accepted any deposits, within the meaning of section 58-A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975.

PERSONNEL

There are no employees whose particulars are to be given under Section 217(2A) of The Companies Act read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Shri Rajkumar Agarwal, Director of the Company retires by rotation and being eligible offer himself for reappointment.

AUDITORS

Auditors observations referred in the Auditor''s Report are self-explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

M/s. Shiv Pawan & Company, Auditors of the Company, retires from the office at conclusion of the Annual General Meeting and being eligible offer themselves for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company not being an industrial Company, the same is therefore not applicable to it.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE

COMPANIES ACT, 1956

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby confirms:

i) In the preparation of the Annual accounts, the applicable Accounting Standards have been followed.

ii) The Company has selected and applied such Accounting Policy consistently and judgments and estimates are made in a reasonable and prudent manner so as to give true and fair view of the state of affairs of the Company as at the end of financial year and profit of the Company for the period.

iii) Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing/ detecting fraud and other irregularities.

iv) The annual Accounts are prepared on a going concern basis.

ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation of the valuable contribution made by the employees and shareholders at all levels towards the growth and performance of the Company.

The Directors would like to express their grateful appreciation for the assistance and Co-operation received from the various Departments of the Central and State Government and the Banks.

For & on behalf of the Board of Directors

ELEGANT FLORICULTURE & AGROTECH (INDIA) LIMITED

Place : Mumbai Sd/-

Date :10th May, 2013 (PAWAN KUMAR AGARWAL)

Chairman

---

Mar 31, 2010

The Directors have pleasure in submitting the 17th Annual Report together with the Audited Accounts for the year ended 31st March 2010.

DIVIDEND

The Directors do not recommend payment of dividend for the year.

OPERATIONS

During the year under consideration the Company could not perform to its expectations. The Company has earned Total Income of Rs. 104.16 lacs in comparison to Rs. 168.18 lacs in the previous year. However, the Company has earned net profit after tax of Rs. 1.21 lacs in comparison to net loss of Rs. 7.42 lacs in the previous year. Your directors are hopeful of better performance in the current financial year.

FIXED DEPOSITS

The Company has not accepted any deposits, within the meaning of section 58-A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975.

PERSONNEL

There are no employees whose particulars are to be given under Section 217(2A) of The Companies Act read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Shri Pawankumar Agarwal, Director of the Company retires by rotation and being eligible offer himself for reappointment.

AUDITORS

Auditors observations referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

M/s. Shiv Pawan & Company, Auditors of the Company, retires from the office at conclusion of the Annual General Meeting and being eligible offer themselves for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company not being an industrial Company, the same is therefore not applicable to it.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has earned an income of Rs. 2026832/- in foreign exchange. The Company has not incurred any expenditure in foreign exchange during the year.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby confirms:

i) In the preparation of the Annual accounts, the applicable Accounting Standards have been followed.

ii) The Company has selected and applied such Accounting Policy consistently and judgements and estimates are made in a reasonable and prudent manner so as to give true and fair view of the state of affairs of the Company as at the end of financial year and profit of the Company for the period.

iii) Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing/ detecting fraud and other irregularities.

iv) The annual Accounts are prepared on a going concern basis.

ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation of the valuable contribution made by the employees and shareholders at all levels towards the growth and performance of the Company.

The Directors would like to express their grateful appreciation for the assistance and Co-operation received from the various Departments of the Central and State Government and the Banks.

For & on behalf of the Board of Directors

ELEGANT FLORICULTURE & AGROTECH (INDIA) LIMITED

Place : Mumbai Sd/-

Date : 15th June, 2010 (PAWAN KUMAR AGARWAL)

Chairman