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Company Information

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EFC (I) LTD.

08 January 2026 | 01:24

Industry >> Realty

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ISIN No INE886D01026 BSE Code / NSE Code 512008 / EFCIL Book Value (Rs.) 45.88 Face Value 2.00
Bookclosure 11/02/2025 52Week High 357 EPS 8.22 P/E 34.16
Market Cap. 3854.23 Cr. 52Week Low 253 P/BV / Div Yield (%) 6.12 / 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 

The Board of Directors ("Board") of EFC (I) Limited ("Company") with immense pleasure present their 41st Board's report on the business
and operations of your Company for the financial year 2024-25. This Report is being presented along with the audited standalone and
consolidated financial statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial summary on standalone and Consolidated basis for the financial year ended March 31, 2025 and a comparison with the
previous financial year is as follows:

PARTICULARS

STANDALONE

CONSOLIDATED

Year ended
31st March, 2025

Year ended
31st March, 2024

Year ended
31st March, 2025

Year ended
31st March, 2024

Revenue from operations

2003.93

1097.24

65674.26

41,945.98

Other Income

2349.48

862.12

1752.21

931.76

Total Income

4353.41

1959.36

67426.47

42,877.74

Expenditure

1846.52

1607.55

47442.12

34,780.43

Profit / (Loss) for the year Before Tax

2506.89

351.81

19984.35

8097.31

Less: Provision for Taxation

666.44

97.87

5906.89

1766.91

Net Profit/(Loss) After tax

1840.45

253.94

14,077.33

6330.40

The Standalone and the Consolidated Financial Statements for the
Financial Year ended March 31, 2025, forming part of this Annual
Report, have been prepared in accordance with Ind AS notified
under Section 133 of the Companies Act, 2013 ("the Act”) and
other relevant provisions of the Act.

NUMBER OF MEETINGS OF THE BOARD

The Company holds at least four Board Meetings in a year, one in
each quarter. All the decisions and urgent matters approved by
way of circular resolutions are placed and noted at the subsequent
Board Meetings.

During the financial year under review, 12 (Twelve) meetings
of the Board were held. The particulars of the meetings held
along with the attendance of each Director are detailed in the
Corporate Governance Report and hence, not disclosed in the
directors report.

STATE OF COMPANY'S AFFAIRS

(a) Based on Standalone financials

During the year under review, the Company has achieved
turnover of Rs. 2,003.93 Lakhs as against the turnover
of Rs. 1,097.24 Lakhs in the previous financial year. After
deducting total expenditure aggregating to Rs. 1846.52
Lakhs, the Company has earned profit after tax of Rs.1840.45
Lakhs as against profit of Rs. 253.94 Lakhs of the previous
financial year.

(b) Based on Consolidated financials

During the year under review, the Company has
achieved turnover of Rs. 65,674.26 Lakhs as against the
turnover of Rs. 41,945.98 Lakhs in the previous financial

year. After deducting total expenditure aggregating to
Rs. 47442.12 Lakhs, the Company has earned profit after tax of
Rs. 14077.33 Lakhs as against profit of Rs. 6330.40 Lakhs of
the previous financial year.

THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO
CARRY TO ANY RESERVES

The amount of Rs. 919.82 Lakhs was carried to reserves and is duly
disclosed in Balance Sheet and Notes to Balance Sheet forming
part of Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting
the financial position of the Company between the end of the
financial year to which these financial statements pertain and the
date of this Report.

SIGNIFICANT EVENTS DURING THE YEAR UNDER
REVIEW

1. Ek Design Industries Limited (Subsidiary of Company) has
commenced its commercial production of furniture at its
newly established, state-of-the-art manufacturing facility
over 3 acres of land at Fursungi, Pune. This significant
achievement, reached on 19th September 2024, represents
a crucial milestone in the company's expansion strategy,
strengthening its position as a leading manufacturer of
residential and commercial furniture.

2. The Company has issued and allotted fully paid-up bonus
shares to eligible shareholders in their existing shareholding
i.e. at a 1:1 ratio. (Issue of 4,97,76,688 fully paid-up equity
shares of Rs. 2/- Each).

3. The Company has obtained SM-REIT Registration for
"Emberstone SM REIT” from SEBI through its step-down
subsidiary. The company will acquire and manage
commercial real estate assets and lease them as Managed
or Serviced Office Spaces, a segment in which it has
demonstrated expertise for over a decade.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of Loans, Investments and Guarantees, covered under
the provisions of Section 186 of the Act are given in the Note Nos.
41 of the Standalone Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY

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 the Company's operating environment, and they emerge on a
regular basis. The Company's Risk Management processes focus
on ensuring that these risks are identified on a timely basis and
addressed. The Board has duly constituted a Risk Management
Committee of Directors after closure of the financial year in
compliance of Regulation 21 (5) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company is well aware of the above risks and as part of
business strategy has a robust risk management framework to
identify, evaluate and mitigate business risks with timely action.
This framework seeks to enable growth, create transparency,
minimize adverse impact on the business objectives and enhance
the Company's competitive advantage by undertaking effective
steps to manage risks.

The Board approved Enterprise Risk Management policy has been
put in place, which has been reviewed periodically, to establish
appropriate system and procedures to mitigate all risks faced
by the Company.

The Enterprise Risk Management policy of the Company is available
on the website at
https://www.efclimited.in/investor-relation/policies/

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business carried on by the
Company during the financial year ended on March 31, 2025.

CAPITAL STRUCTURE
Authorized Share Capital

The authorized share capital of the Company as of March 31,
2024, stood at Rs. 15,00,00,000 (Rupees Fifteen Crores only),
divided into 7,50,00,000 (Seven Crore Fifty Lakhs) equity shares of
Rs. 2 (Rupees Two only) each.

During the financial year 2024-25, the authorized share capital
of the Company was increased from Rs. 15,00,00,000 (Rupees
Fifteen Crores only), divided into 7,50,00,000 (Seven Crore
Fifty Lakhs) equity shares of Rs. 2 (Rupees Two only) each, to
Rs. 25,00,00,000 (Rupees Twenty-Five Crores only), divided into
12,50,00,000 (Twelve Crores Fifty Lakhs) equity shares of Rs. 2
(Rupees Two only) each.

Paid-up Share Capital

The paid-up share capital of the Company as of March 31, 2024,
stood at Rs. 9,95,53,376 (Rupees Nine Crores Ninety-Five Lakhs
Fifty-Three Thousand Three Hundred and Seventy-Six only),
divided into 4,97,76,688 (Four Crores Ninety-Seven Lakhs Seventy-
Six Thousand Six Hundred and Eighty-Eight) equity shares of Rs. 2
(Rupees Two only) each.

During the financial year 2024-25, the Company issued fully
paid-up bonus shares in the ratio of 1:1. Accordingly, the paid-up
share capital of the Company increased from Rs. 9,95,53,376 (Rupees
Nine Crores Ninety-Five Lakhs Fifty-Three Thousand Three Hundred
and Seventy-Six only), divided into 4,97,76,688 (Four Crores Ninety-
Seven Lakhs Seventy-Six Thousand Six Hundred and Eighty-Eight)
equity shares of Rs. 2 (Rupees Two only) each, to Rs. 19,91,06,752
(Rupees Nineteen Crores Ninety-One Lakhs Six Thousand Seven
Hundred and Fifty-Two only), divided into 9,95,53,376 (Nine Crores
Ninety-Five Lakhs Fifty-Three Thousand Three Hundred and
Seventy-Six) equity shares of Rs. 2 (Rupees Two only) each.

Further, during the year under review, the Company had neither
issued any equity shares with differential rights as to dividend,
voting rights or otherwise nor issued sweat equity shares to its
directors or employees.

SHARE WARRANTS

As on March 31, 2025, there were no outstanding share warrants
of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

The Company's Board is an optimum mix of Executive,
Non-Executive, Independent and Woman Directors. As on March
31, 2025, the Composition of Board was as under:

Name of the Director

Category of Directorship in
the Company

Mr. Umesh Kumar Sahay*

Chairman and Managing Director

Mr. Abhishek Narbaria**

Non-Executive, Non-Independent
Director

Mr. Nikhil Dilipbhai Bhuta

Whole-time director

Mr. Rajesh Chandrakant
Vaishnav

Non-Executive, Independent
Director

Mrs. Gayathri Shrinivasan
Iyer

Non-Executive, Independent
Director

Mr. Mangina Srinivas Rao

Non-Executive, Independent
Director

*Mr. Umesh Kumar Sahay was re-appointed as the Chairman and Managing
Director for a further term of three years with effect from July 1, 2025
till June 30, 2028.

**During the year under review, Mr. Abhishek Narbaria was designated from
Whole-time Director to Non-Executive, Non-Independent Director with effect
from October 24, 2024.

In the opinion of the Board, all the directors possess the requisite
qualifications, experience, expertise, proficiency and hold high
standards of integrity. Further, all the Directors of the Company
have also given declaration that they are not disqualified from
holding the office of Director by virtue of any SEBI Order or any
other such authority.

There were no changes in the Composition of Directorship from
the closure of financial year and up to the date of this report.

Further, in terms of Section 203 of the Act, the Key Managerial
Personnel (KMP) of the Company are Mr. Uday Tushar Vora, Chief
Financial Officer & Mr. Aman Gupta, Company Secretary. During
the year under review and till the date of this report, there was no
change in the KMPs of the Company.

Other details of the Directors on the Board such as:

I. the number of other Directorships, Committee Chairmanships/
Memberships held by the Directors in other Companies;

II. names of other Equity Listed Companies (in any), where the
Directors of the Company hold directorships, along with the
category of such Directorships, are disclosed in the 'Corporate
Governance Report' of the Company for the year under
review, which forms part of the Annual Report separately.

Further, details with respect to the meetings of the Board, its
committees and remuneration of Directors etc. are disclosed in the
'Corporate Governance Report' of the Company for the year under
review, which forms part of the Annual Report separately.

DEPOSITS

Your Company has not accepted any deposits within the
meaning of Section 73 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014 and, as such, no amount of
principal or interest on public deposits was outstanding as of the
Balance Sheet date.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATION IN FUTURE

During the year under review, no significant and material orders
have been passed by the regulators or courts or tribunals impacting
the going concern status and company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls
with reference to financial statement, across the organization.
The same is subject to review periodically by the internal audit
department for its effectiveness. During the financial year, such
controls were tested and no reportable material weakness in the
design or operations were observed.

INTERNAL COMPLAINTS COMMITTEE UNDER
THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has in place a gender neutral Anti-Sexual
Harassment Policy which aims to provide an environment, which
is free from discrimination, intimidation and abuse. The Company
has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company has a framework for employees to
report sexual harassment cases at workplace and the process
ensures complete confidentiality of information. The Company
has complied with the provision relating to the constitution of
Internal Complaints Committee (IC Committee) under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The IC Committee includes an external
member with relevant experience and majority of the members
of the IC Committee are women. Thorough investigation of each
case is conducted by the IC Committee and thereafter decisions
are made. The role of the IC Committee is not restricted to mere
redressal of complaints but also encompasses prevention and
prohibition of sexual harassment.

During the period under review, no complaints were received from
employees in this regard.

Particulars

Details

Number of complaints of sexual
harassment received in the year

NIL

Number of complaints disposed off
during the year

NIL

Number of cases pending for more than
ninety days

NIL

A STATEMENT BY THE COMPANY WITH RESPECT
TO THE COMPLIANCE TO THE PROVISIONS
RELATING TO THE MATERNITY BENEFITS ACT,
1961

The Company affirms that it is fully compliant with the provisions
of the Maternity Benefit Act, 1961, including all applicable
amendments thereof.

During the year under review, the Company has ensured that all
eligible female employees were granted maternity benefits in
accordance with the provisions of the Act. There were no instances
of non-compliance or complaints reported under the Maternity
Benefit Act, 1961 during the reporting period.

THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR

There were no proceedings, either filed by the Company or against
the Company, pending under the Insolvency and Bankruptcy
Code, 2016, before the National Company Law Tribunal or any
other courts as on March 31, 2025.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or
Financial Institution, during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

The Company has not entered into any related party transactions
as provided in sub-section (1) of section 188 of the Companies
Act, 2013 which are not in its ordinary course of business or not on
arm's length basis.

Hence, in accordance with proviso four of sub-section (1) of section
188 of the Companies Act, 2013, the sub-section (1) of section 188
of the Companies Act, 2013 is not applicable to our Company.

The policy on Related Party Transactions is uploaded on the Company's
website i.e.
https://www.efclimited.in/investor-rel ation/policies/

In compliance with the requirement of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”) names of related parties
and details of transactions with them have been included in Note
no. 39 to the standalone financial statements, Note no. 40 to the
consolidated financial statements, respectively, forming part of this
Integrated Annual Report.

DIVIDEND

The Board of Directors of the Company, keeping in view the current
financial position, has decided not to recommend any dividend for
the Financial Year ended March 31, 2025.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft
Annual Return of the Company is available on the Company's
website under the web link
https://www.efclimited.in/investor-
relation/annual-return/

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

The statement containing particulars of employees, as required under Section 197 of the Companies Act, 2013, read with rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows, however, in terms of Section 136
of the Companies Act, 2013, the Annual Report is being sent to the shareholders and others entitled thereto, excluding details of top ten
employees in terms of remuneration drawn, which is available for inspection by the shareholders at the Registered Office of your Company
during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof till the date of Annual
General Meeting, such shareholder may write to the Company Secretary at
compliance@efclimited.in in this regard.

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The remuneration given is as per the remuneration policy of the company.

The Remuneration policy is uploaded on the Company's website i.e. https://www.efclimited.in/investor-relation/policies/

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024¬
25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25
and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr.

No.

Remuneration of

% Increase/ (Decrease)
in Remuneration in
the Financial Year
2024-25

Ratio of remuneration
of each Director/ to
median remuneration
of employees

Name of Director and Designation

Director for financial

year 2024-25

1

Mr. Umesh Kumar Sahay, Managing Director

90,00,000

411.73%

39.58:1

2

Mr. Abhishek Narbaria, Non Executive Director*

90,00,000

254.84%

39.58:1

3

Mr. Nikhil Dilipbhai Bhuta, Whole-time Director

36,00,000

10.65%

15.83:1

4

Mr. Rajesh Chandrakant Vaishnav, Independent Director

5,60,000

(12.5%)

2.46:1

5

Mr. Gayathri Srinivas Iyer, Independent Director

6,20,000

(8.82%)

2.72:1

6

Mr. Mangina Srinivas Rao, Independent Director

6,10,000

1.66%

2.68:1

* Mr. Abhishek Narbaria (DIN: 01873087) was re-designated from Executive, Whole-Time Director to Non-Executive, Non-Independent Director with effect from 24-10-2024

Sr.

No.

Name of KMP and Designation

% Increase/ (Decrease)
in Remuneration in the
Financial Year 2024-25

Ratio of remuneration
of each KMP/ to
median remuneration
of employees

1

Mr. Uday Tushar Vora, Chief Financial Officer

140%

15.83:1

2

Mr. Aman Gupta, Company Secretary

102.90%

12.31:1

(a) The median remuneration of employees of the Company during the financial year was Rs. 2,27,387 per year.

(b) as the percentage increase in the median remuneration of employees in the financial year was 0.27%.

(c) There were 27 permanent employees on the rolls of Company as on March 31, 2025;

In reference to the percentage increase in the remuneration of Mr. Umesh Kumar Sahay and Mr. Abhishek Narbaria, it is hereby noted that
the remuneration of the aforesaid managerial personnel was duly approved by the shareholders of the Company at the General Meeting
held on 16th July, 2022 and 17th December, 2024. The year-wise details of the remuneration so approved and the actual remuneration
drawn are set out hereunder.

Name of the Director

Financial Year 2024-25

Financial Year 2023-24 Financial Year 2022-23

Approved

Remuneration

Actual Paid

Approved Approved

Actual Paid Actual Paid
Remuneration Remuneration

Mr. Umesh Kumar Sahay

Rs. 90,00,000/-
plus

performance
incentive not
exceeding 5%
of net profit of
the Financial
year

Rs.

90,00,000

Rs. 60,00,000/- Rs. Rs. 36,00,000/- Nil
plus 17,58,731 plus
performance performance
incentive not incentive not
exceeding 5% exceeding 5%
of net profit of of net profit of
the Financial the Financial
year year

Mr. Abhishek Narbaria

Rs. 1,02,50,000
plus

performance
incentive not
exceeding 3 %
of net profit of
the Financial
year

Rs.

90,00,000

Rs. 60,00,000/- Rs. Rs. 36,00,000/- Nil
plus 25,36,348 plus
performance performance
incentive not incentive not
exceeding 3 % exceeding 3 %
of net profit of of net profit of
the Financial the Financial
year year

It is further clarified that both Mr. Umesh Kumar Sahay and Mr. Abhishek Narbaria have drawn their full remuneration only in the current
financial year, whereas in the preceding financial years they had voluntarily foregone a part/full of their entitled remuneration. Accordingly,
the apparent percentage increase in remuneration in the current financial year is on account of the drawal of the full approved remuneration,
and not due to any enhancement in the quantum of remuneration as approved by the shareholders.

The total number of permanent employees on the payroll of the EFC Group, including its subsidiaries and other group companies, were 413.

AUDITORS
Statutory Auditor

Pursuant to the provisions of Section 139 of the Act the members at the 38th (Thirty-Eight) Annual General Meeting ('AGM'), held on
September 30, 2022, appointed M/s. Mehra Goel & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for
their first term of 5 (five) consecutive years commencing from the conclusion of 38th (Thirty-Eight) AGM till the conclusion of 43rd (Forty
Third) AGM of the Company to be held in the financial year 2027.

Secretarial Auditor

Mr. Chirag Sachapara, Proprietor of M/s. Sachapara & Associates., Practicing Company Secretaries was appointed to conduct the
Secretarial Audit of the Company for the Financial Year 2024-25, as required under Section 204 of the Act and Rules framed thereunder.
The Secretarial Audit Report for the Financial Year 2024-25 forms part of this report as
Annexure -1.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY STATUTORY AUDITOR IN ITS REPORT

The Statutory Auditors' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, or adverse
remark. The report is enclosed with the financial statements in the Integrated Annual Report.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT
REPORT

Point-wise explanation or comment on qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in its
report is as follows:

Observation

Explanation

The Company was required to give 2 working days advance
disclosure of Schedule of analysts or institutional investors meet to
BSE limited but it has given the same with shortfall of 1 working day

Response to Observation: We acknowledge the remark
regarding the delay in giving advance disclosure.

Reason for Delay: We inadvertently calculated the timeline
based on calendar days instead of the prescribed working days,
as required under the SEBI (LODR) Regulations. As a result, the
submission was made on 30th November 2024-two days prior to
the scheduled meeting date of 3rd December 2024-in good faith,
with the intention of complying with the regulatory requirements.
The delay was unintentional and not a result of willful oversight.
This matter was subsequently acknowledged by BSE, which
raised a query via email dated 9th December 2024. The Company
submitted its response on 10th December 2024, and no adverse
action has been taken in this regard.

Action taken: The Company has filled the requisite information
and ensures that it will not be repeated in future

The Company has filed disclosure (of material event) of incorporation
of EFC Estate Marisoft 14 Private Limited as Stepdown wholly
owned Subsidiary on 03.10.2024 to BSE Limited with the marginal
delay of 1 day.

Response to Observation: We acknowledge the remark
regarding the delay in filing disclosure of material event.

Reason for Delay: We received the Certificate of Incorporation
on 1st October, 2024 at 8:59 p.m., post business hours. As 2nd
October, 2024 was a national holiday, the disclosure was made on
3rd October, 2024, immediately upon becoming aware of the event.
The Stock Exchange accepted the submission, and no adverse
action was taken. As per Point 10.1 of the Industry Standards Note
on Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, disclosure timelines begin when
an officer becomes aware of the event through credible sources.
Accordingly, the Company has complied with the applicable
provisions.

Action taken: The Company has filled the requisite information
and ensures that it will not be repeated in future.

Observation

Explanation

The Company has filed disclosure of material event as to approval
of the stock exchange on application filed for reclassification
of Promoter to Public on 17.03.20 25 with the marginal delay of
3 days.

Response to Observation: We acknowledge the remark regarding
the delay in filing the disclosure regarding the reclassification of
Promoter to Public.

Reason for Delay: The delay in filing the intimation regarding the
approval for reclassification of Promoter to Public was unintentional
and arose due to an oversight. The Company remains committed
to regulatory compliance and has taken note of the delay to ensure
more robust processes and timely disclosures in the future.

Action taken: The Company has filled the requisite information
and ensures that it will not be repeated in future.

The Secretarial Audit report of the Material Subsidiary Company i.e. EFC Limited and Whitehills Interior Limited is annexed herewith as
Annexure-2 and Annexure - 3 to the Report. Point-wise explanation or comment on qualification, reservation or adverse remark or
disclaimer made by the Secretarial Auditor in its report is as follows:

1. EFC Limited

Observation

Explanation

The Company has filed Form CHG-1 vide SRN: AB1922892 for
creation of charge with additional fees of Rs. 3600/-.

The Company has filed Form CHG-1 vide SRN: AB2184674 for
modification of charge with additional fees of Rs. 3600/-.

The Company has filed Form CHG-1 vide SRN: AB1099986 for
modification of charge with additional fees of Rs. 3600/-.

The Company has filed Form CHG-1 vide SRN: AB0929544 for
modification of charge with additional fees of Rs. 3600/-.

The Company has filed Form CHG-1 vide SRN: AA9288011 for
creation of charge with additional fees of Rs. 3600/-

Response to Observation: We acknowledge the remark
regarding the delay in filing of the certain forms and the resulting
additional Fees.

Reason for Delay: The delay in filing was unintentional, and we
regret the oversight that may have caused. The Company has
since rectified the issue by submitting the form and paying the
requisite additional fee.

Action Taken: We have taken note of this situation and will closely
monitor such issues in the future to ensure timely compliance
with regulatory deadlines.

2. Whitehills Interior Limited

Observation

Explanation

NIL

NIL

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

During the period under review, none of the auditors, viz. Statutory
Auditors and Secretarial Auditors have reported to the Audit
Committee, under Section 143(12) of the Act, any instances of fraud
committed by or against the Company by its officers or employees,
the details of which would require the disclosure in the Board's Report.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received the necessary declaration from each
Independent Directors under Section 149(7) of the Act, that he/
she meets the criteria of independence as laid down under Section
149(6) of the Act and under the Listing Regulations.

The Company has received requisite declarations from all the
Independent Directors of the Company confirming that they meet
the criteria of independence prescribed under Section 149(6)
of the Act read with Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of
the SEBI Listing Regulations.

As per Regulation 25(8) of the SEBI Listing Regulations, the
Independent Directors have also confirmed that they are not aware
of any circumstance or situation that exists or may be reasonably
anticipated that could impair or impact their ability to discharge
their duties with an objective independent judgment and without
any external influence and that they have registered themselves
as an Independent Director in the data bank maintained with the
Indian Institute of Corporate Affairs.

Further, the Board members are satisfied with regard to integrity,
expertise, experience and proficiency of the Independent Directors
of the Company.

The Board has taken on record the declarations and confirmations
submitted by the Independent Directors after undertaking due
assessment of the veracity of the same.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has formulated an effective Whistle Blower
Mechanism and a policy that lays down the process for raising
concerns about unethical behavior, actual or suspected fraud or
violation of the Company's Code of Ethics & Conduct.

Your Company hereby affirms that no Director/Employee has been
denied access to the Chairperson of the Audit Committee. Further,
no complaint was received through the said mechanism during
the year under review.

The copy of Vigil Mechanism/Whistle Blower Policy is hosted on
the website of the Company under the web-link:
https://www.
efclimited.in/investor-relation/policies/

COMPLIANCE OF THE SECRETARIAL STANDARDS

During the period under review, the Company has complied with
the applicable provisions of Secretarial Standards on Meetings
of the Board of Directors (SS-1) and on General Meetings (SS-2)

issued by the Institute of Company Secretaries of India and notified
by Ministry of Corporate Affairs in terms of the provisions of Section
118 of the Act.

POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION

The Board has adopted the Nomination and Remuneration Policy
of the Company pursuant to the provisions of Section 178(3) of
the Act and the Listing Regulations. The Policy includes laying
down criteria for identifying persons who are qualified to become
Directors, Key Managerial Personnel (
'KMP'), Senior Management
Personnel and Other Employees of the Company, laying down
criteria to carry out evaluation of every Director's performance,
determining the composition and level of remuneration, including
reward linked with the performance, which is reasonable and
sufficient to attract, retain and motivate Directors, KMPs, Senior
Management Personnel and Other Employees to work towards the
long term growth and success of the Company.

The Nomination and Remuneration Policy of the Company is
available on the Company's website under the web link:
https://
www.efclimited.in/investor-relation/policies/ .

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
ANDOUTGO

Your Company has no activity requiring conservation of energy
or technology absorption; hence particulars of statement under
Section 134 (m) of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014 for conservation of energy and
technology absorption are not applicable on your Company.

Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the current
year 2024-25 the position is as under:

Particulars

Financial year ended

31 March 2025

31 March 2024

Income in foreign
currency

NIL

NIL

Expenditure in foreign
currency

NIL

NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For the financial year 2024-25, the provisions of section 135 of the
Act were not applicable to the Company on Standalone basis.

However, for the financial year 2025-26, the Company falls within
the ambit of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014. Accordingly,
the Company shall develop, formulate, and implement its
Corporate Social Responsibility (CSR) policy and related initiatives
during the financial year 2025-26.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

At the end of financial year, details of subsidiaries, joint ventures and associate companies are as follows:

Sr.

No.

Name of Entity

Relation

1

EFC Limited

Wholly-owned Subsidiary

2

EFC Estate Private Limited1

Wholly-owned Subsidiary

3

EFC Investment Advisors Private Limited2

Wholly-owned Subsidiary

4

EFC Estate 710 Alpha Private Limited3

Wholly-owned Subsidiary

5

EFC Estate 56 Alpha Private Limited4

Wholly-owned Subsidiary

6

Whitehills Interior Limited

Subsidiary

7

Ek Design Industries Limited

Subsidiary

8

EFC AIF LLP5

Subsidiary

9

EFC Tech Space Private Limited

Step-down Subsidiary

10

EFC Investment Manager Private Limited6

Step-down Subsidiary

11

EFC Estate Marisoft 23 Private Limited7

Step-down Subsidiary

12

EFC Estate Wakadewadi Private Limited8

Step-down Subsidiary

13

EFC Estate Marisoft 14 Private Limited9

Step-down Subsidiary

14

Bigbox Ventures Private Limited10

Step-down Subsidiary

15

Forty Two Ventures Limited11

Joint Venture

1 became wholly owned subsidiary on 02-05-2024

2 became wholly owned subsidiary on 07-05-2024

3 became wholly owned subsidiary on 24-02-2025

4 became wholly owned subsidiary on 25-02-2025

5 became subsidiary on 06-05-2024

6 became Step-down Subsidiary on 06-05-2024

7 became Step-down Subsidiary on 27-09-2024

8 became Step-down Subsidiary on 28-09-2024

9 became Step-down Subsidiary on 01-10-2024
10became Step-down Subsidiary on 03-07-2024
"became Joint Venture on 04-03-2025

A separate statement containing the salient features of financial
statements of subsidiaries/joint venture/associate companies of
the Company in the prescribed Form AOC - 1 in compliance with
Section 129 (3) and other applicable provisions, if any, of the Act
read with Rule 5 of the Companies (Accounts) Rules, 2014 forms
part of the Annual Report.

The said Form also highlights the financial performance of each of
the subsidiaries included in the Consolidated Financial Statements
(CFS) of the Company pursuant to Rule 8(1) of the Companies
(Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements
of the subsidiary and associate companies are available for
inspection by the members at the Registered Office of the Company
during business hours on all working days up to the date of the
Annual General Meeting of the Company. Any member desirous
of obtaining a copy of the said financial statements may write to
the Company Secretary at the Registered Office of the Company.

The financial statements including the CFS, and all other documents
required to be attached to this report have been uploaded on the
website of the Company at
https://www.efclimited.in/

OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE OF THE
INDEPENDENT DIRECTOR

In the opinion of the Board, all the Independent Directors,
including Independent Directors appointed during the year, if
any, are persons of integrity and have expertise and experience in
relevant field.

Further, all the independent directors have cleared proficiency
self-assessment test conducted by the Indian Institute of
Corporate Affairs.

ANNUAL EVALUATION OF PERFORMANCE OF
THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

The Board has adopted a formal mechanism for evaluating its
performance and as well as of its committees and individual
Directors, including the Chairperson of the Board. The detailed
process of annual evaluation of the performance of the Board, its
chairperson, its committees and of individual Directors has been
made available in the Corporate Governance Report forming an
integral part of this Board's Report.

MAINTAINANCE OF COST RECORDS

The Company is not required to maintain cost records as specified
by the Central Government under sub-section (1) of section 148 of
the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Board of Directors have constituted the following committees,

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders Relationship Committee

The detailed disclosures about the composition, terms of reference
and meetings of the committees are provided in the Corporate
Governance report, attached as
Annexure 4.

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (5) of section 134
of the Companies Act, 2013 the Board hereby state that-

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

(b) the directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company at the end
of the financial year and of the profit and loss of the company
for that period;

(c) the directors had taken proper and sufficient care for the
maintenance of adequate counting records in accordance
with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and
other irregularities;

(d) the directors had prepared the annual accounts on a
going concern basis;

(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE REPORT

Corporate Governance Report pursuant to Part C of Schedule V of
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached to this
report as
Annexure-4.

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL
OFFICER

Compliance Certificate by Chief Financial Officer pursuant to
regulation 17(8) and Part B of Schedule II of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached to this report as
Annexure-5.

DECLARATION AFFIRMING COMPLIANCE OF CODE
OF CONDUCT

The Company has received confirmations from all the Board of
Directors as well as Senior Management Executives regarding
compliance of the Code of Conduct during the year under review.
A declaration by the Chief Financial Officer affirming compliance of
Board Members and Senior Management Personnel to the Code is
attached to this report as
Annexure-6.

COMPLIANCE CERTIFICATE BY PRACTISING
COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of
Corporate Governance by Practicing Company Secretary pursuant
to Part E of Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 is attached to this report as
Annexure-7.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis pursuant to Part B of
Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
forms part of the Annual Report.

ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation to its
Members, financial institutions, bankers and business associates,
Government authorities, customers and vendors for their
co- operation and support and looks forward to their continued
support in future. Your directors also place on record, their deep
sense of appreciation for the committed services by the employees
of the Company.

On Behalf of the Board of Directors
For
EFC (I) Limited

Umesh Kumar Sahay

Chairman and Managing Director
(DIN: 01733060)

Date: September 8, 2025
Place: Pune