To,

The Members,

Elegant Floriculture & Agrotech (India) Limited

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:

(Amount in Hundreds)

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:

(Amount in Hundreds)

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:

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:

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.