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Company Information

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E-LAND APPAREL LTD.

19 September 2025 | 12:00

Industry >> Textiles - Weaving

Select Another Company

ISIN No INE311H01018 BSE Code / NSE Code 532820 / ELAND Book Value (Rs.) -101.02 Face Value 10.00
Bookclosure 26/09/2019 52Week High 32 EPS 2.85 P/E 7.36
Market Cap. 100.59 Cr. 52Week Low 10 P/BV / Div Yield (%) -0.21 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors present the 28th Annual Report of the Company together with the Audited Financial
Statements for the Financial Year ended 31st March 2025.

1. FINANCIAL RESULTS:

The Financial Performance of the Company for the year ended 31st March 2025 is summarized below:

(Rs. In Lakhs)

Particulars

Year ended 31st
March, 2025

Year ended 31st
March, 2024

Operational & Other Income

31,034.05

22,249.89

Less: Expenses

(30,006.67)

26,232.40

Loss/profit before tax

1,027.38

(3,982.51)

Less/(Add): Provision for Taxation

(339.01)

-

Exceptional Items

-

-

Profit/(loss) After Tax

1,366.39

(3,982.51)

Other Comprehensive Income

13.42

(22.97)

Deferred Tax

(4.69)

-

Total comprehensive income/loss for the
period

1,375.12

(4,005.48)

2. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

The Company's total income from operations for F.Y. 2024-25 was Rs. 30,039.21/- lacs, which is more
as compared to last year's income from operations by Rs. 8,499.84/- (Rs. 21,539.37 lakhs in F.Y 2023¬
24).

The total expenses for F.Y. 2024-25 at Rs. 30,006.67/- lacs which are higher by Rs.3,774.27/- (Rs.
26,232.40 lakhs. In F.Y 2023-24). Profit after tax for F.Y. 2024-25 stood at Rs. 1,375.12/- lacs.

The company's product quality standards have been able to maintain steady relationships with our
long-standing customers along with building relationships with several new customers.

Further, the operations/ state of the company's affairs/ nature of business forms part of the
Management discussion and Analysis Report forming part of the Annual Report.

3. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the financial year ended March 31,
2025.

4. DIVIDEND:

Your directors have not recommended any dividend for the year ended March 31, 2025.

5. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to IEPF Account.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies
(Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any
amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and
investments covered under Section 186 of the Companies Act, 2013 form part of Financial
Statements provided in this Annual Report.

7. LOAN FROM DIRECTOR OR DIRECTOR'S RELATIVES

During the year under review, there has been no loan taken from the Directors or their relatives by
the Company.

8. RELATED PARTY TRANSACTIONS:

a) THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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 as part of Company's philosophy of
adhering to highest ethical standards, transparency and accountability.

All Related Party Transactions up to 31st March 2025 were placed before the Audit Committee and
the Board for approval. Also, prior omnibus approval of the Audit Committee was obtained for
Related Party Transactions for the Financial Year 2024-25. The transactions entered pursuant to
the omnibus approval so granted were audited and a statement giving details of all related party
transactions was placed before the Audit Committee for its review on a quarterly basis.

The particulars of contracts or arrangements with related parties as defined under Section 188 of
the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked as
Annexure - I and forms part of this Report.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has

approved a policy on related party transactions. An abridged policy on related party transactions
has been placed on the Company's website at:
https://elandapparel.com

Further, none of the Directors / Key Managerial Personnel has any pecuniary relationships or
transactions vis-a-vis the Company which may have potential conflict with the interest of the
Company at large.

b) DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE
OF THE COMPANY:

During the year under review, your Company did not have any subsidiary, associate or joint
venture Company, hence the disclosure under said clause is not applicable.

9. INSURANCE:

The assets of the Company are adequately insured. The Company has also taken out suitable cover
for Public Liability Insurance.

10. DEPOSITS:

During the year under review, the Company has not accepted or renewed any amount falling within
the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the
details of deposits which are not in compliance with Chapter V of the Act is not applicable.

11.SHARE CAPITAL:

During the year under review, your Company's Authorized Share Capital is Rs. 60,01,00,000
comprising of 6,00,10,000 Equity Shares of Rs. 10/- each. The Company's paid-up capital is Rs.
47,99,04,690 comprising of 4,79,90,469 Equity Shares of Rs. 10/- each fully paid up. During the year
under review there has been no change in the Share Capital of the Company. As on 31st March 2025,
none of the Directors of the Company holds shares in the Company.

12.CORPORATE GOVERNANCE:

Your Company has adopted a Code of Conduct (the Code) for its Directors and Senior Management
personnel, who have affirmed compliance with the Code. The adoption of the Code stems from the
fiduciary responsibility that the Directors and the Senior Management have towards the stakeholders
of the Company. Your Board of Directors is committed to good governance practices based on
principles of integrity, fairness, transparency and accountability for creating long-term sustainable
shareholder value.

Your Company believes that sound practices of good Corporate Governance, Transparency,
Accountability, and Responsibility are the fundamental guiding principles for all decisions,
transactions, and policy mattersof the Company.

Your Company believes that sound practices of good Corporate Governance, Transparency,
Accountability, and Responsibility are the fundamental guiding principles for all decisions,
transactions, and policy matters of the Company.

The Report on Corporate Governance as applicable under the SEBI LODR Regulations forms part of
the Annual Report. A certificate from M/s Singhi & Co, Chartered Accountants regarding the
compliance of the Corporate Governance requirements as per relevant provisions of SEBI LODR
Regulations forms part of the Annual report. Further, information about all elements of the
remuneration package etc. of individual directors' forms part of the Annual Report.

13. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

During the year under review, none of the Directors of the Company have drawn any remuneration
/Commission from the Company's holding Company / subsidiary Companies.

14. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND JOINT VENTURE
COMPANIES:

During the year under review, no Company has become or ceased to be Subsidiary, Associate or Joint
venture. Also, the Company does not have any subsidiary, Associate or Joint Venture Company.

15. CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not fall under any of the threshold limits given under the provisions of Section
135 of the Companies Act, 2013, the compliances under CSR are not applicable to the Company.

16. MATTERS RELATED TO INDEPENDENT DIRECTORS OF THECOMPANY:

a) DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors have submitted the Declaration of Independence, as required pursuant
to section 149(7) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of
independence as provided in sub-section (6). There has been no change in the circumstances,
which has affected their status as independent directors. In the opinion of the Board, all the
Independent Directors possess the integrity, expertise and experience including the proficiency
required to be Independent Directors of the Company, meets the criteria of independence as
specified in the Act and the SEBI LODR Regulations and are independent of the management and
have also complied with the Code for Independent Directors as prescribed in Schedule IV of the
Act. The Independent Directors of the Company have confirmed that they have registered
themselves with the Indian Institute of Corporate Affairs, Manesar and have their name included
in the databank of Independent Directors within the statutory timeline.

The Board is of the opinion that the Independent Directors of the Company hold the highest
standards of integrity and possess the requisite expertise and experience required to fulfil their

duties as Independent Directors.

Further, Non - Executive Directors of the Company had no pecuniary relationship other than
sitting fees for attending meetings.

b) EVALUATION BY INDEPENDENT DIRECTOR:

In a separate meeting of Independent Directors held on 13th February 2025, performance of non¬
independent directors, performance of the Board as a whole and performance of the Chairman
was evaluated.

c) FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Securities and Exchange Board of India vide Circular no.
CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, the Company has in place a program
for familiarization of the Independent Directors with the Company, details of which is available on
the website of the company at: https://elandapparel.com

17. MATTERS RELATING TO BOARD OF DIRECTORS OF THE COMPANY:

a) MEETING OF BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2024-25:

During the year under review, the Board met Six times in accordance with the provisions of the
Companies Act, 2013 as on 30th May 2024, 13th August 2024, 30th October 2024, 14th November
2024, 13th February 2025 and 20th March 2025 to discuss and decide on various business
strategies, policies and other issues.

The intervening gap between any two Meetings was not more than the period prescribed by the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The Company has complied with the applicable Secretarial Standards in respect of all the above¬
Board meetings.

The detailed composition of the Board of Directors and requisite details are given in the Corporate
Governance Report.

b) FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND
DIRECTORS:

The Board of Directors has adopted a formal mechanism for evaluating various aspects of the
Board's functioning its performance and as well as that of its committee i.e. Audit, Nomination
and Remuneration, Stakeholders Relationship, Risk Management Committee and individual
directors.

The criteria for performance evaluation of the Board include aspects like composition of the Board
and its Committees, culture, execution and performance of specific duties, obligations and

governance, experience, competencies etc. The exercise was carried out through a structured
evaluation process covering various aspects of the Boards functioning such as composition of the
Board and Committees, experience and competencies, performance of specific duties and
obligations, governance issues etc. Separate exercise was carried out to evaluate the performance
of Individual Directors who were evaluated on parameters such as attendance, contribution at the
meetings and otherwise, independent judgment, safeguarding of minority shareholders interest
The Board of Directors expressed their satisfaction with the evaluation process.

18.APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

a) APPOINTMENT:

During the financial year 2024-25, Mr. Heegu Shin (DIN: 10747987) was appointed as the Additional
Director in the category of Executive Director with effect from 23rd August 2024, further his
appointment was regularized in meeting of shareholders in the 27th Annual General Meeting held
on 20th September, 2024 as a Whole Time Director in the Board of the Company.

During the financial year 2024-25, Appointment of Mr. Guy Deuk Yeon (DIN: 10551356) was
regularized in meeting of shareholders in the 27th Annual General Meeting held on 20th September,
2024 as a Independent Director in the Company for a term not exceeding five (5) consecutive years
with effect from 27th March 2024 to 26th March 2029.

In the opinion of the Board, all the Independent Directors (IDs) hold relevant experience, expertise
and proficiency to be appointed as IDs on the Board of the Company.

Further, all the Directors and Key Managerial Personnel have affirmed that they have abided by the
Code of Conduct prescribed for the Senior Management of the Company.

b) RESIGNATIONIs:

During the year under review none of the Directors has resigned from the Company.

c) CESSATION:

During the financial year 2024-25, none of the directors ceased to be the director of E-Land Apparel
Limited as on 31 March 2025.

d) RETIREMENT BY ROTATION:

Pursuant to Section 152 of the Companies Act, 2013, and in accordance with the provisions outlined
in the Company's Articles of Association, Mr. Heegu Shin (DIN: 10747987), the Whole Time Director
of the Company, is scheduled for retirement by rotation at this 28th Annual General Meeting.

Mr. Heegu Shin , being eligible, has expressed his intention for re-appointment. It is hereby
confirmed that he holds no disqualifications under Section 164 of the Companies Act, 2013, which
pertains to the appointment of Directors.

Necessary resolution for re-appointment Mr. Heegu Shin as the Whole Time Director is given under
Notice of 28th Annual General Meeting of the Company.

The information pursuant to Regulations 36 of Listing Regulations and Secretarial Standards-2 is
disclosed in the Notice.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 ("the Act"), the Board of
Directors of your Company, to the best of their knowledge and ability, confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been
followed and there are no material departures.

b) They have selected accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent to give a true and fair view of the state of affairs of
your Company at the end of the Financial Year and of the profit/ loss of your Company for that
period.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your
Company and for preventing and detecting fraud and other irregularities.

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

e) They have laid down internal financial controls to be followed by your Company and that such
internal financial controls are adequate and are operating effectively.

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

20. COMMITTEES OF THE BOARD:

The Board of Directors of your Company has constituted the following committees in terms of the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Composition of the following Committees are also hosted on the website of the
Company at:
http://www.elandapparel.com :

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholders' Relationship Committee

The specifics concerning the composition and convened meetings of these committees within the
reviewed year are elucidated in the Corporate Governance Report, an integral component of this
document.

Furthermore, the Company's Board of Directors has also established an Internal Complaint
Committee in accordance with the mandates of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, aimed at preventing and prohibiting instances of

sexual harassment of women within the workplace.

The specifics concerning the composition and convened meetings of these committees within the
reviewed year are elucidated in the Corporate Governance Report, an integral component of this
document.

Furthermore, the Company's Board of Directors has also established an Internal Complaint
Committee in accordance with the mandates of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, aimed at preventing and prohibiting instances of
sexual harassment of women within the workplace.

21. NOMINATION AND REMUNERATION POLICY:

The salient features of the Nomination and Remuneration Policy of the Company are set out in the
Corporate Governance Report which forms part of this Annual Report. The said Policy of the
Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the
criteria for appointment & re-appointment of Directors on the Board of the Company and persons
holding Senior Management positions in the Company, including their remuneration and other
matters as provided under Section 178 of the Act and Listing Regulations. The Policy is also available
on the website of the Company:
http://www.elandapparel.com

22. EXTRACT OF ANNUAL RETURN:

A hyperlink directing to the annual return is then included in the Directors' Report. In alignment with
this, a comprehensive copy of the Annual Return is accessible on the Company's official website at
the following URL:
https://www.elandapparel.com

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

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The
Companies (Accounts) Rules, 2014, is annexed hereto and marked as Annexure - II and forms part of
this Report.

24. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report pursuant to Regulations 17 to 27, clauses (b) to (i) of Regulation 46
(2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed hereto and marked as Annexure - III and forms part of this Report.

25. PARTICULARS OF REMUNERATION OF DIRECTOR'S, KMP'S AND EMPLOYEES:

This information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended, forms part of
this report as per Annexure - IV.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required
pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed hereto and marked as Annexure - V and forms part of this Report.

27. AUDITORS AND REPORTS:

a) STATUTORY AUDITORS OF THE COMPANY:

At the 26th Annual General Meeting held on 29th September, 2023, the Members approved
appointment of M/s Singhi & Co, Chartered Accountants, having Firm Registration No. 0302049E
pursuant to the provisions of Section 139 of the Companies Act, 2013, to hold office from the
conclusion of the 26th Annual General Meeting until the conclusion of the 31st Annual General
Meeting to be held for the financial year 2028 and they continue to be the Statutory Auditor of
the Company.

There are no observations / qualifications made by the Statutory Auditors in their report for the
financial year ended 31st March 2025 and therefore, do not call for any further comments from
the Board under Section 134(3) of the Companies Act, 2013.

Further, the report of the Statutory Auditors along with notes to Schedules forms part of Annual
Report

b) SECRETARIAL AUDITORS OF THECOMPANY:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made
thereunder and Regulation 24A of SEBI (Listing Obligations and Disclosure) (third Amendment)
Regulations 20244, M/s. DSM and Associates, Practicing Company Secretaries having UCN
P2015MH038100 and Peer Review No. 2229/2022, are proposed to be appointed as the
Secretarial Auditors of the Company for the term of five consecutive years, who shall to hold
office from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual
General Meeting (to be held in the calendar year 2030).

Necessary resolution for appointment of the said auditors is contained in the Notice of the
ensuing AGM for seeking approval of the members to conduct Secretarial Audit of the Company

There are no observations / qualifications made by the Secretarial Auditors in their report for the
financial year ended 31st March 2025 and therefore, do not call for any further comments from
the Board under Section 134(3) of the Companies Act, 2013. Their report is annexed hereto and
marked as Annexure - VI.

c) COST AUDITORS OF THE COMPANY:

In terms of Section 148 of the Companies Act, 2013 the Company is not required to appoint Cost
Auditor of the Company.

Also, maintenance of Cost Records is not applicable to the Company.

28. I NTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size, scale and complexity of its
operations. This ensures that all transactions are authorized, recorded and reported correctly, and
assets are safeguarded and protected against loss from unauthorized use or disposition. Your
Company has adequate internal controls for its business processes across departments to ensure
efficient operations, compliance with internal policies, applicable laws and regulations, protection of
resources and assets and appropriate reporting of financial transactions.

The Company has an Internal Audit function which is empowered to examine the adequacy and
compliance with policies, plans and statutory requirements. It comprises of experienced
professionals who conduct regular audits across the Company's operations.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of
the internal control systems and is also apprised of the internal audit findings and corrective actions.
The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditors
and Business Heads are periodically apprised of the internal audit findings and corrective actions.

The Company has appointed M/s. MK Bagrecha & Associates, Chartered Accountants as Internal
Auditors for the Financial Year 2024-25 who reviews the various functions of the Company
thoroughly and report to the Audit Committee.

29. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section
143(12) of the Act read with Companies (Accounts) Rules, 2014.

30. CODE FOR PREVENTION OF INSIDER TRADING:

On 31st December 2018, Securities and Exchange Board of India amended the Prohibition of Insider
Trading Regulations, 2015, prescribing various new requirements with effect from 1st April, 2019. In
line with the amendments, your Company has adopted an amended Code of Conduct to regulate,
monitor and report trading by Designated Persons and their Immediate Relatives under the Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct
also includes code of practices and procedures for fair disclosure of unpublished price sensitive
information and has been made available on the Company's website at:
https://elandapparel.com

31. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by

coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key
factor in determining a company's capacity to create sustainable value is the risks that the company
is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many
risks exist in a company's operating environment, and they emerge on a regular basis. The Company's
Risk Management process focuses on ensuring that these risks are identified on a timely basis and
addressed.

The Risk Management Policy of the Company including identification therein of elements of risk
which in the opinion of the Board may threaten the existence of the Company pursuant to the
provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

The details of the same are mentioned in the Corporate Governance Report. The policy is also

available on the Company's website at:

http://elandapparel.com

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI
(LODR) Regulations 2015 the Company already has in place "Vigil Mechanism Policy" (Whistle Blower
Policy) for Directors and employees of the Company to provide a mechanism which ensures adequate
safeguards to employees and Directors from any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the
Chairman of the Audit Committee. The Company is committed to adhering to the highest standards
of ethical, moral and legal conduct of business operations. The policy is also available on the
Company's website at:
https://elandapparel.com

33. I NFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy
against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the Financial Year 2024-25 the Company has not received any complaints on sexual
harassment and hence no complaints remain pending as of 31st March, 2025. Further, the Company
has complied with provisions relating to constitution of Internal Complaints Committee under Sexual
Harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013.

34.SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS &COURTS:

During the year 2024-25, no Significant & Material Orders Passed by the Regulators & Court.

35. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

36. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

37. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the
year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read
with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

38. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read
with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

39.SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors
(SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and
approved by the Central Government.

40. I NDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and
the management received full cooperation from the employees. The Company continues to focus on
extensive training and developmental activities and efficiency and quality improvement initiatives.
The total number of employees as on 31st March 2025 was 2601

41. CHANGE IN THE NATURE OFBUSINESS:

There was no change in the Company's business during the year under review.

42. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no other material changes and commitments affecting the financial position of your

. Company since the close of the Financial Year i.e. 31st March 2025.

43.OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the period under review:

1. No application has been made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016.

2. Any one-time settlement and the valuation were not done while taking loan from the Banks or
Financial Institutions.

3. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and summary of complaints received and resolved during the reporting
period is mentioned below; [If Internal Complaints Committee is constituted]

(a) number of complaints of sexual harassment received in the year;

(b) number of complaints disposed off during the year; and

(c) number of cases pending for more than ninety days.

4. COMPLIANCE REGARDING MATERNITY BENEFIT ACT, 1961

The Company has complied with the Maternity Benefit Act, 1961, to the extent applicable.

44.APPRECIATION / ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and express their gratitude for the
contribution made by the employees at all levels but for whose hard work, and support, your
Company's achievements would not have been possible. The Board takes this opportunity to express
its gratitude for the valuable assistance and co-operation extended by Government Authorities,
Banks, Corporate Debt Restructuring (CDR) Cell, Financial Institutions, Vendors, Customers, Advisors
and other business partner.

By the order of the Board of Directors SD/- S D/-

For E-land Apparel Limited Dong Ju Kim Guy Deuk Yeon

Managing Director Independent Director

DIN:08060629 DIN: 10551356

Date: 31st July, 2025
Place: Bengaluru