To,
The Members,
ELFIN AGRO INDIA LIMITED
Your Directors have pleasure in presenting their 17th Annual Report of Elfin Agro India
Limited ("the Company") on business and operations along with the audited
financial statements for the financial year ("FY") ended, March 31,
2026.
1. NATURE OF BUSINESS
The Company is primarily engaged in the manufacturing of a range of food products,
including Chakki Atta (high-fibre whole wheat flour), R Atta (refined whole wheat flour),
Tandoori Atta (special-purpose flour), Sooji (semolina), Maida (refined wheat flour), and
Yellow Mustard Oil During the financial year 2025 26, there was no change in the nature of
the Company's business activities, and it continued to operate in the same line of
business as in the previous financial year.
2. FINANCIAL PERFORMANCE
Particulars |
FY 2025-26 |
FY 2024-25 |
| Revenue from Operations |
17,677.68 |
14,586.34 |
| Other Income |
53.56 |
57.64 |
Total Income |
17,731.24 |
14,643.97 |
| Profit /(Loss) before Depreciation |
822.48 |
723.54 |
| Less: Depreciation |
51.44 |
48.70 |
| Profit /(Loss) after Depreciation Before Tax |
771.04 |
674.84 |
| Less: Exceptional Items |
- |
- |
| Profit /(Loss) before Tax Expense |
771.04 |
674.84 |
| Less: Current Tax |
187.59 |
161.96 |
| Less: Deferred Tax |
6.47 |
9.85 |
Profit After Tax (PAT) |
576.98 |
503.03 |
3. STATE OF COMPANY'S AFFAIRS
During the financial year under review, the revenue from operations of the Company for
the financial year ended
31 March 2026 was 17,677.68 lakh, as compared to 14,586.34 lakh in the previous
financial year, representing a growth of 21.19%. The Profit After Tax (PAT) for the
financial year ended 31 March 2026 was 576.98 lakh, as compared to 503.03 lakh in the
previous financial year, reflecting a growth of 14.70%. During the financial year under
review, there was no change in the nature of the business of the Company. The Company
continued to be engaged in the business of manufacturing and processing of flour and
allied products.
4. DIVIDEND
Your Board has decided to plough back the earnings in the growth of business and for
this reason, have decided, not to recommend any Dividend for the year under review.
Pursuant to Regulation 43A(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board notes that the requirement to have a Dividend
Distribution Policy does not apply to the Company as the said regulation is applicable
only to the top five hundred listed entities based on market capitalisation. The Company,
being outside the scope of such threshold, is not required to formulate or publish a
Dividend Distribution Policy under Regulation 43A(2). Accordingly, no separate Dividend
Distribution Policy has been adopted by the Company at this time.
5. ANNUAL RETURN AS PROVIDED UNDER SECTION 92
Draft Annual Returns of the Company is available on the Company's
Website:http://www.elfinagroindia.com/downloads/Draft-Annual-Return-2025-26.pdf
6. CHANGE IN STATUS AND LISTING OF THE COMPANY
During the financial year under review, the Company achieved a significant milestone by
getting its equity shares listed on the BSE SME Platform on March 12, 2026. The listing of
the Company marks a major step towards enhanced transparency, improved corporate
governance, and broader access to capital markets. The Board believes that the listing
will further strengthen the Company's growth trajectory, enhance stakeholder confidence,
and provide greater visibility in the industry.
7. TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for FY 25-2026 after all
appropriation and adjustments was 1247.83 Lakhs.
8. SHARE CAPITAL
During the financial year the Authorised Share Capital of the Company is Rs.
10,00,00,000/- (Rupees Ten Crores only) divided into 2,00,00,000 (Two Crore) Equity Shares
of face value Rs. 5/- (Rs. Five Only) rank pari-passu in all respect. Pursuant to the
Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their
meeting held on 10th March, 2026, has allotted 53,25,000 (Fifty Three Lakh Twenty Five
Thousand) Equity Shares Rs. 5/- (Rupees Five Only) each at price of Rs. 47/- (Rupees Forty
Seven Only) per Equity Share (Including a share premium of Rs. 42/- (Rupees Forty-Two
Only) Per Equity Share to the successful allottees, whose list have been finalized by the
Company, the Registrar to the issue and merchant banker in consultation with Bombay Stock
Exchange (BSE). The Paid-up share capital of the company as on 31 March, 2026 is Rs.
9,71,25,000/-(Rupees Nine Crores Seventy One Lakhs and Twenty Five Thousand Only) divided
into 1,94,25,000 Equity Shares of Rs. 5/- each.
A. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
B. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
C. BONUS SHARES:
The Company has not issued any Bonus Shares during the year under review.
D. RIGHTS ISSUE
The Company has not issued any Rights Issue during the year under review.
E. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
9. CREDIT RATING
As company has not availed any credit facility requiring credit rating. Hence, the
company did not obtain credit rating.
10. TRANSFER OF SHARES / AMOUNT TO IEPF
During the year under review, the Company had not transferred any amount or Shares to
the Investor Education and Protection Fund.
11. INTERNAL FINANCE CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate Internal Finance control systems commensurate with
the size, scale, and nature of its business operations. These controls are designed to
ensure the safeguarding of assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely preparation of reliable financial
information. The Company continuously reviews its internal control mechanisms with a view
to strengthening operational efficiency, ensuring compliance with applicable laws and
regulations, and promoting effective risk management practices. During the financial year
under review, the Board of Directors appointed an Internal Auditor to review and monitor
the adequacy and effectiveness of the internal Finance control systems and processes of
the Company. The observations and recommendations of the Internal Auditor will be reviewed
by the Audit committee & Board and appropriate corrective actions will be taken,
wherever considered necessary.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year 2025-26, the Company entered into transactions with related
parties in the ordinary course of business and on an arm's length basis. Certain related
party transactions undertaken during the year qualified as Material Related Party
Transactions in terms of the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The Policy on Related Party Transactions as approved by the Board is available on the
Company's website
http://www.elfinagroindia.com/downloads/Related-party-transactions-policy.pdf.
The particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are annexed to
this Report as Annexure-I. Details of related party transactions are also disclosed in the
notes forming part of the Financial Statements in the Note No. 29.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors comprises distinguished professionals of proven integrity and
competence, who provide strategic direction, guidance and leadership to the Company. As on
March 31, 2026, the Board of Directors of the Company comprised of Five Directors with an
optimum balance of Executive and Non-Executive Directors, including One Women Director. Of
these, three Directors were Non-Executive Directors, two of whom were Independent
Directors. Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnels (KMPs) is duly constituted as follows:-
S. No. Name of Director /KMP |
DIN/PAN |
Designation |
| 1. Mr. Deepak Pal Daga |
05173273 |
Managing Director |
| 2. Mr. Vimal Kumar Daga |
07953851 |
Whole Time Director |
| 3. Mr. AyushDaga |
08580924 |
Non-Executive Director |
| 4. Mr. Anil Kumar Kabra |
08150149 |
Independent Director |
| 5. Mrs. Chitra Naraniwal |
09077116 |
Independent Director |
| 6. Mrs. Khushbu Sethi |
GEKPS4863F |
Company Secretary & Compliance officer |
| 7. Mr. Ratan Lal Bareth |
CKXPB0235M |
Chief Financial officer |
There was no change in the composition of the Board of Directors and Key Managerial
Personnel during FY 2025-26. Mr. Vimal Kumar Daga, (DIN: 07953851) Whole Time Director of
the Company is retires by rotation and being eligible offers himself for re-appointment. A
resolution seeking Members' approval for his reappointment along with other required
details forms part of the Notice of this AGM. During the year under review, the
Non-Executive Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses, if any.
14. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their declaration under Section
149 (7) of the Companies Act, 2013 along with Rules framed thereunder, confirming that
they are in compliance with the criteria as laid down in the said Section for being an
Independent Director of the Company. Further, there has been no change in the
circumstances which may affect their status as Independent Director during the year.
The Statement of Declaration of Independence from Independent Directors that they meet
the criteria of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 and the relevant rules and Regulation 16(1)(b) of SEBI LODR
Regulations has been obtained from the Independent Directors and the Board has taken on
record the same. Further the Independent Directors have also declared that in the event of
expiry of their registration with the Data bank, they shall take the necessary steps to
renew their registration in accordance with the applicable provisions of the Companies Act
2013 read with rules made thereunder.
15. MEETING OF INDEPENDENT DIRECTOR
Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Independent Directors of the Company met separately during the financial year on
17th February, 2026 without the attendance of Non-Independent Directors and members of the
management The Independent Directors, inter alia, reviewed and evaluated.
• The performance of Non-Independent Directors and the Board as a whole;
• Taking into account the views of executive directors and non-executive
directors; Assessed the quality, quantity and timeliness of flow of information between
the Company's management and the Board that is necessary for the Board to effectively and
reasonably perform its duties.
The Independent Directors expressed satisfaction with the overall functioning of the
Board and its Committees and the effectiveness of the governance framework of the Company.
16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the requirements of Regulation 25(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has adopted a Familiarisation
Programme for Independent Directors with an aim to familiarize them with the Company, its
business operations, industry environment, regulatory framework, organizational structure,
business model, risk management systems, internal control processes, roles, rights and
responsibilities of Independent Directors.
The Independent Directors are regularly updated on changes in the business environment,
applicable laws and regulations, corporate governance practices, risk management
framework, and the Company's operations and performance through presentations made at
Board and Committee Meetings.
The details of the Familiarization Programme imparted to Independent Directors during
the financial year and the web link thereto are available on the website of the Company
at:
http://www.elfinagroindia.com/downloads/Familiarization-Programme-For-Independent-Directors.pdf.
17. BOARD MEETINGS
The Directors of the Company met at regular intervals with the gap between two meetings
not exceeding 120 days to take a view of the Company's policies and strategies apart from
the Board matters. The notices of the Board meetings are given well in advance to all the
Directors of the Company. The Board of Directors of the Company met 15 times during the
year in respect of which proper notices were given and the proceedings were properly
recorded, signed and maintained in the Minutes Book kept by the company for the purpose.
Details of the same are as follows:
| Date of Meeting |
No. of Directors entitled to attend |
No. of Directors attend |
| 11-04-2025 |
5 |
5 |
| 18-06-2025 |
5 |
5 |
| 21-08-2025 |
5 |
5 |
| 01-09-2025 |
5 |
5 |
| 11-09-2025 |
5 |
5 |
| 27-09-2025 |
5 |
5 |
| 29-09-2025 |
5 |
5 |
| 30-09-2025 |
5 |
5 |
| 14-10-2025 |
5 |
5 |
| 10-01-2026 |
5 |
4 |
| 14-02-2026 |
5 |
5 |
| 24-02-2026 |
5 |
5 |
| 10-03-2026 |
5 |
5 |
| 12-03-2026 |
5 |
4 |
| 31-03-2026 |
5 |
5 |
GENERAL MEETING
During the Financial year under review, the following General Meetings were held, the
details of which are given as under:
S. No. Type of General Meeting |
Date of General Meeting |
| 1. Annual General Meeting |
10.09.2025 |
| 2. Extra Ordinary General Meeting |
15.09.2025 |
BOARD COMMITTEE
The company constituted four committees as per the Companies Act, 2013 read with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, in order to fulfil
the conditions specified for listing its shares with the Stock Exchange. The committees
constituted by the Board are: a). Audit Committee : During the financial year under
review, all recommendations made by the Audit Committee were accepted by the Board of
Directors. b). Nomination Remuneration Committee c). Stakeholders Relationship Committee
d). Corporate Social Responsibility Committee The Composition and meeting held during the
year are annexed as Annexure II.
18. RISK MANAGEMENT POLICY
The management has taken all necessary steps to identify the elements of risks, if any.
The management has implemented an effective and meaningful system to safeguard the assets
of the company. The Board periodically review the business plan at regular intervals and
develop the Risk Management Strategy which shall encompass laying down guiding principles
on proactive planning for identifying, analyzing and mitigating all the material risks,
both external and internal viz. Environmental, Business, Operational, Financial and
others. The key risks and concerns affecting the Company's business are discussed in
detail in the Management Discussion and Analysis Report, which forms part of this Annual
Report.
19. POLICY ON VIGIL MECHANISM & WHISTLE BLOWER
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of its Board and its Powers) Rules, 2014 and Regulation 22 of
SEBI Listing Regulations, the Company has an established Policy on Vigil Mechanism for
Directors / Employees and other stakeholders of the Company to report concerns about
unethical behaviors, actual or suspected fraud, or violation of the Company's Code of
conduct or ethics policy. The policy also provides a direct access to the Chairman of the
Audit Committee to make protective disclosures to the management about the grievances or
violation of the Company's code of conduct. The Policy on Vigil Mechanism is available on
the website of the Company at:
https://www.elfinagroindia.com/downloads/Whistle-blower-policy.pdf
20. NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has, on the recommendation of the Nomination and Remuneration
Committee, adopted a Nomination and Remuneration Policy.
The Policy lays down the criteria for appointment, qualification, positive attributes
and independence of Directors, Key Managerial Personnel and Senior Management Personnel.
The Policy also provides for a framework relating to remuneration payable to Directors,
Key Managerial Personnel and Senior Management Personnel and seeks to ensure that the
level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate persons of the quality required to successfully run the Company.
The Nomination and Remuneration Policy is available on the website of the Company at:
https://elfinagroindia.com/downloads/Nomination-and-remuneration-policy.pdf
21. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is an initiative brought in by the Ministry of
Corporate Affairs whereby every company having net worth of rupees 500 Crores or more, or
turnover of rupees 1000 Crores or more or a net profit of rupees 5 Crores or more during
the immediately preceeding financial year is mandated to serve the society by contributing
at least 2% of the average net profits of the Company made during the three immediately
preceeding financial years in various CSR activities as defined in Schedule VII of the
Companies Act, 2013. The Company has duly constituted a Corporate Social Responsibility
Committee as required under Section 135 (1) of the Companies Act, 2013 and the relevant
rules made thereunder and the Board has approved a policy Corporate Social Responsibility
which is available in the website of the Company
https://elfinagroindia.com/downloads/Nomination-and-remuneration-policy.pdf The Annual
Report on your
Company's CSR activities is appended as "Annexure-III" to the Board's Report.
22. POLICIES
The Board of Directors of the Company have from time to time framed and approved
various Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI
(LODR) Regulations, 2015. These Policies and Codes are reviewed by the Board and are
updated, if required. The following policies have been framed and are published in the
Company's website
1. Internal Posh Policy
2. Code for Fair Disclosure of Unpublished Price Sensitive Information
3. Code of Conduct & Appointment of Independent Directors
4. Code of Conduct for Directors & Senior Management
5. Code of Conduct Regulate Monitor and Report Trading by Designated Persons and their
Immediate Relatives
6. Corporate Social Responsibility Policy
7. Criteria for Making Payments to Non-Executive Directors
8. Familiarization Programme for Independent Directors
9. Insider Trading Policy
10. Nomination and Remuneration Policy
11. Policy and Procedure for Inquiry in Case of Leak or Suspected Leak of Unpublished
Price Sensitive
Information
12. Policy for Determination of Materiality of Events 13. Policy for Determining
Material Subsidiaries
14. Policy for Preservation of Documents Archival Policy of Website
15. Policy on Identification of Group Companies Material Creditors and Material
Litigations 16. Related Party Transactions Policy
17. Whistle Blower Policy
WEBSITE DISCLOSURES
In compliance with the applicable provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company maintains
a functional website www.elfinagroindia.com containing details of its business activities,
financial information, statutory disclosures, policies, codes, notices, annual reports and
other investor-related information.
The Investor Relations section of the website contains all disclosures required under
the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
23. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (5) OF
THE COMPANIES ACT, 2013
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors hereby
confirms 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 accounting records in accordance with the provisions
of this Act for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities; (d) The directors had prepared the annual accounts on a
going concern basis; and (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. (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.
24. DISCLOSURE OF PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING
DURING THE FINANCIAL YEAR
The Company has not given any loans and advances to any other body corporate and
associates as specified under Section 186 of the Companies Act, 2013 during the financial
year 2025-26. The details of the investments made by the Company and guarantees provided
by the Company are given in the notes to the financial statements.
25. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
During the financial year 2025-26, no penalties have been imposed on the company by any
regulatory authorities.
26. PUBLIC DEPOSITS
The Company has not accepted any deposit from the public within the meaning of Chapter
V of the Companies Act 2013 during the year ended 31st March 2026.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed to this Report as
"Annexure-IV".
28. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out an annual evaluation of its own performance, the performance of individual
Directors, Committees of the Board. The criteria is broadly based on the Guidance Note on
Board Evaluation issued by the SEBI.
The evaluation process was conducted in a structured manner covering various aspects of
the Board's functioning, composition of the Board and its Committees, experience and
competencies, performance of specific duties and obligations, governance issues and
effectiveness of the Board and its Committees.
The performance of each of the non-independent directors was also evaluated by the
Independent Directors at separate meeting held of Independent Directors of the Company.
The performance evaluation of Independent Directors was carried out by the entire
Board, excluding the Director being evaluated. The Board expressed satisfaction with the
overall functioning and effectiveness of the Board, its Committees and individual
Directors.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of individual directors on the basis of criteria such as 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.
The overall outcome of the Board evaluation process was positive and the Directors
expressed satisfaction with the performance and effectiveness of the Board, its Committees
and Individual Directors.
29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015, submission of a Business Responsibility and Sustainability
Report (BRSR) is applicable to the top 1,000 listed entities (by market capitalization) as
on March 31 of every financial year. As the Company is listed on the SME Platform of BSE
and does not fall within the top 1,000 listed entities, the provisions relating to BRSR
are not applicable to the Company.
30. HUMAN RESOURCE DEVELOPMENT
The Company seeks to nurture a mutually beneficial relationship with its employees.
This relationship is characterized by the Investment which the company makes in its
employees by providing challenging roles and assignment opportunities for personal growth,
relevant and timely performance support, training and an enabling environment. The company
seeks to create a workplace which combines achievement orientation with care for
employees. The Company lists "people" as one of its stated core values.
Further details relating to the Company's human resources and employee initiatives are
provided in the Management Discussion and Analysis Report, which forms part of this Annual
Report.
31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place a Policy on prevention of Sexual Harassment, in accordance
with the requirements of the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013. All women employees are covered under this policy.
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 (POSH). Internal Committees ("ICs") have
been constituted in accordance with the requirements of the POSH Act. The company had not
received any Complaints under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 during the financial year 2025-2026.
| No. of complaints of sexual harassment received |
No. of complaints disposed off during the year |
No. of cases pending for more than ninety days |
| 0 |
0 |
0 |
32. MATERNITY BENEFIT
The Company is committed to providing a supportive and inclusive work environment for
its employees. During the financial year under review, the Company complied with the
provisions of the Maternity Benefit Act, 1961, as amended from time to time. Eligible
women employees are entitled to maternity benefits in accordance with the applicable
provisions of the Act and the Company's policies. The Company continues to promote
employee welfare and gender diversity by ensuring compliance with all statutory
requirements relating to maternity benefits.
33. PREVENTION OF INSIDER TRADING
The Company has adopted a code for prevention of insider trading with a view to
regulate trading and securities by the Directors and designated employees of the Company.
The code requires preclearance for dealing in the
Company's securities and prohibits the purchase or sale of Company's Securities while
in possession of unpublished price sensitive information and during the period when the
trading window is closed. The company maintains a structured digital database called
"PIT Archive" software wherein the details of all the designated persons are
being captured in compliance with Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.
34. DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT
The Company has adopted a Code of Conduct applicable to the Directors and Senior
Management Personnel. The Company believes in conducting its affairs in a fair,
transparent and ethical manner. All the Directors and Senior Management Personnel have
affirmed compliance with the Code of Conduct for the Financial Year ended March 31, 2026.
The Code of Conduct is available on the website of the Company at:
http://www.elfinagroindia.com/downloads/Code-of-conduct-for-directors-and-senior-management.pdf
35. PARTICULARS OF EMPLOYEES
The ratio of the remuneration of each director to the median of employees' remuneration
as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report as "Annexure-V".
During the year, no employee received remuneration exceeding 1,02,00,000/- (Rupees One
Crore Two Lakhs Only) per annum and/or 8,50,000/- (Rupees Eight Lakhs Fifty Thousand Only)
per month. Accordingly, the disclosure required under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
Further, there were no employees who were employed throughout the financial year or for
any part thereof outside India, not being directors or relatives of directors, and drawing
remuneration in excess of the amount prescribed under Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the
prescribed statement is not required to be circulated to the members or annexed to this
Annual Report.
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis for the year, as required under SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate section forming part of the
Annual Report as "Annexure - VI".
37. Auditors
INTERNAL AUDITORS
Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and based on the recommendations made by the Audit Committee M/s. Jindal
Kulwal & Associates Chartered Accountants, Bhilwara has been appointed as the Internal
Auditors for carrying out the Internal Audit of the company for the FY 2025-26 & FY
2026-27.
STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013 read with its relevant Rules made
thereunder M/s Deepak Agal & Company (Firm Registration Number 019684C), Chartered
Accountants, was appointed as the Statutory Auditor of the company at the 15th Annual
General Meeting held on 21st September, 2024 to hold such office till the conclusion of
19th Annual General Meeting ought to be held in the year 2028. During the year, the
statutory auditors have confirmed that they satisfy the independent criteria required
under Companies Act, 2013.
SECRETARIAL AUDITORS
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Sanjana
Jain, Practicing Company Secretaries, as the Secretarial Auditors of the Company in the
Board Meeting held on 31st March 2026, for the FY 2025-26. The Secretarial Audit Report
issued by the Company's Secretarial Auditor PCS Sanjana Jain is annexed and forms part of
this Report in "Annexure-VII".
COST AUDITORS
The provisions relating to maintenance of cost records under Section 148(1) of the
Companies Act, 2013 and Cost Audit were not applicable to the Company during the Financial
Year 2025 26.
STATUTORY AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The Statutory Auditor's report and the Secretarial Audit report for the Financial Year
2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimer.
During the year under review, the Statutory Auditors and Secretarial Auditors of the
Company have not reported any fraud to the Audit Committee committed by its officers or
employees as specified under Section 143(12) of the Act.
38. STATEMENT OF DEVIATION OR VARIATION
Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company confirms that there has been no deviation or variation in
the utilization of proceeds from the funds raised through preferential issue/public
issue/rights issue/QIP during the financial year. The Statement of Deviation or Variation
has been reviewed by the Audit Committee and submitted to the Stock Exchange(s).
39. DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed the Accounting Standards specified under the Companies
(Accounts) Rules, 2014 (as amended) to the extent applicable, in the preparation of the
financial statements.
40. 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
The Statutory Auditors have stated that, no fraud by the Company or no material fraud
on the Company by its officers and employees had been noticed or reported during the year.
41. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT AS PER PARA F OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
| Particulars |
Remarks |
| Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year |
|
| Number of shareholders who approached listed entity for transfer of
shares from suspense account during the year |
|
| Number of shareholders to whom shares were transferred from suspense
account during the year |
NIL |
| Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year |
|
| The voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares |
|
42. DECLARATION BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OF BOARD
OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF
CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT:
The Company does not have a Chief Executive Officer (CEO). Accordingly, the declaration
has been made by the Managing Director and the Chief Financial Officer (CFO), confirming
that the members of the Board of Directors and the Senior Management Personnel have
affirmed compliance with the Company's Code of Conduct for the financial year ended 31
March 2026.
43. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES / JOINT VENTURES /
ASSOCIATE COMPANIES DURING THE YEAR
The Company does not have any Subsidiary, Joint ventures or Associate Company.
44. THE DETAILS OF APLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR.
Your Company confirms that no application against the Company has been filed or is
pending under the Insolvency and Bankruptcy Code 2016 during the year under review. Your
Company further confirms there are no past applications or proceedings under the Code.
45. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals
which affect the going concern status and future operation of the Company.
46. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this Report.
47. SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards in pursuant to the
directions of Ministry of Corporate Affairs, issued by the Institute of Company
Secretaries of India during the year.
48. DETAILS OF 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 THERE OF
During the Financial Year 2025-26, the Company has not made any one time settlement
with its bankers from which it has accepted any loan.
49. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015
The Company's equity shares were listed on the SME Platform of BSE Limited during the
financial year under review. The Company has complied with all applicable provisions of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
applicable to entities listed on the SME Platform. The Company has also complied with the
applicable SEBI circulars, guidelines and directions issued from time to time and has
submitted all requisite reports, returns and disclosures to the Stock Exchange within the
prescribed timelines.
50. REGISTRAR AND SHARE TRANSFER AGENT
In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed a
Registrar and Share Transfer Agent (RTA) to efficiently handle all share-related services.
The RTA is responsible for maintaining records of the shareholders, processing share
transfers, handling investor grievances, and facilitating various other investor-related
services such as dematerialization, issuance of duplicate share certificates, and
transmission of shares.
The Company has appointed Cameo Corporate Services Limited as its Registrar and Share
Transfer Agent. Shareholders are advised to contact Cameo Corporate Services Limited for
any assistance regarding share transfers, dematerialization, or other related queries. The
contact details of the RTA are provided below for the convenience of shareholders:
Cameo Corporate Services Limited
"Subramanian Building" 5th floor , No. 1, Club House Road, Chennai
- 600 002 Telephone: +91-44-40020700 / 28460390 Email: cameomumbai@gmail.com
The Company ensures seamless coordination with the RTA to maintain high standards of
investor servicing and regulatory compliance.
51. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
Investors' complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are: Centralized database of all complaints,
online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by
investors of actions taken on the complaint and its current status. The Company regularly
redresses the complaints if any, on SCORES within stipulated time.
52. DESIGNATED EXCLUSIVE EMAIL-ID
The Company has designated the email-id: cs@elfinagroindia.com exclusively for investor
servicing.
53. LISTING FEES:
The Company confirms that it has paid the Annual Listing Fees for the year 2025-26
& 2026-27 to BSE Limited,
Stock Exchange where the company's shares are listed.
54. ACKNOWLEDGEMENTS AND APPRECIATION
The Board of Directors of the Company wishes to place on record their deep sense of
gratitude to all the Shareholders of the Company for their consistent support and
continued faith reposed in the Company. The Board also expresses its deep sense of
appreciation to the various Central and State Government Departments, Bankers,
Organizations and Agencies, external Professionals associated with the Company for their
help and co-operation extended by them and last but not the least, to Employees at all
levels for their hard work and commitment.
For and on behalf of the Board of Directors |
|
ELFIN AGRO INDIA LIMITED |
|
Sd/- |
Sd/- |
Mr. Deepak Pal Daga |
Mr. Vimal Kumar Daga |
Managing Director |
Whole Time Director |
DIN: 05173273 |
DIN: 07953851 |
Date: 21/07/2026 |
|
Place: Bhilwara |
|
|