Elin Electronics Ltd

Dear Members,

The Board of Directors are pleased to present the 42^nd Annual Report of ELIN ELECTRONICS LIMITED ("your Company") together with the Audited Financial Statements (Standalone as well as Consolidated) of the Company, for the financial year ended 31^st March, 2024.

The summarized financial mentioned below: (Figures in in Million)

During the year under review, the Standalone revenue from operations decreased by 3.67% to 8,352.00 Million as against 8,670.64 Million in the previous financial year. The net profit after tax decreased by 39.78% to 127.39 Million as against 211.55 Million in the previous financial year.

The consolidated revenue from operations decreased by 3.13% to 10,417.17 Million as against 10,754.28 Million in the previous financial year. The consolidated net profit after tax decreased by 48.24%to 138.74 Million as against 268.03 Million in the previous financial year.

Your Company is incurring capital expenditure on an ongoing basis for upgradation of its existing facilities and development of new products. The internal accruals are ploughed back to partly fund the ongoing investment projects. Under the circumstances, the Directors do not recommend any dividend for the financial year review and do not propose to carry any amount to reserves.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is annexed asAnnexure – I to this Report and is also available on the website of the Company at https://www.elinindia.com/pdf/investors/ policies/Dividend-Distribution-Policy.pdf

There is no change in the nature of business during the 2023-24.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

Your Company discloses to the Audit Committee the uses/ application of proceeds/funds raised from the initial public offer (IPO) as a part of the quarterly review of Financial Results. Your Company has appointed Axis Bank Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilization of IPO proceeds. Your Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus dated December 23, 2022. Your Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the Listing Regulations to both the Stock Exchanges where the equity shares of your Company are listed, namely the National Stock Exchange ofIndia Limited (NSE) and BSE Limited (BSE).

The details of the proceeds of the Fresh Issue are set forth below:

The utilization of funds raised through IPO have been mentioned hereunder:

* Adjusted based on the final share of Company's share in issue expenses.

Details of changes in paid-up equity share capital during the year under review, are as under:

Elin Electronics Employee Stock option Plan 2024 (‘ESOP 2024'/‘ the Plan') was approved by the Board of Directors on May 30, 2024 subject to the approval of shareholders at the ensuing annual General Meeting of the Company for issue and allotment of options exercisable into not more than 5,00,000 equity shares to eligible employees of the Company.

ESOP 2024 is administered by the Nomination and Remuneration Committee (Compensation committee) of the Board of Directors of the Company.

During the financial year under review, no options were granted, vested or exercised and hence, the disclosure as required under Section 62(1)(b) of the Companies Act, 2013 (‘The Act') read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)Regulations, 2021 is not required to be furnished.

The Company continued to have ISO 9001:2008 certification for ‘Quality Management System Standard' and ISO 14001:2015 certification Management System Standard' and TS: 16949: 2016 quality certifications for ‘automotive parts'.

Risk Management is integral to your Company's strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. There is no major risk which may threaten the existence of the Company.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks are being assessed and mitigated and all information that may be required to be disclosed is reported to Company's Senior Management, the Audit Committee, the Risk Management Committee and the Board. Your Company has framed and implemented a RiskManagement Policy for the assessment and minimization of risk, which may be accessed at https://www.elinindia. com/pdf/investors/policies/Risk-Management-Policy.pdf

According to Section 134(5)(e) of the Companies Act, 2013 (‘'the Act") the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Act also mandate the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report. The Company has adequate Internal Financial Control System over financial reporting ensuring that all transactions are authorized, recorded, and reported correctly in a timely manner to provide reliable financial information and to comply with applicable accounting standards which commensurate with the size and volume of business of the Company.

The Company believes that these systems provide reasonable assurance that the Company's internal financial controls are adequate and are operating effectively as intended. During the year under review, such controls were tested by the Internal Auditors of the Company and no material weaknesses or significant deficiencies in the design or operations were observed and reported by the Internal Auditors.

‘Elin Appliances Private Limited' is the wholly owned subsidiary of your Company. There has been no change in the nature of business of this subsidiary. During the year under review ‘Elin Appliances Private Limited' was also the material subsidiary of the Company, as per the ListingRegulations.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") read with the Companies(Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of your Company's subsidiaries in Form No. AOC-1 is annexed to consolidatedFinancial Statements. In accordance with the provisions of Section 136 of the Act and the amendments thereto, and the Listing Regulations, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of your Company's subsidiaries have been placed on the website of the Company viz. https://www.elinindia. com/investors/#Financial-Reports. Your Company has formulated a Policy for determining Material Subsidiaries.

The said policy is available on the website of the Company at https://www.elinindia.com/pdf/investors/policies/Policy-on-Material-Subsidiaries.pdf. No Company has become/ceased to be an Associate or Joint Venture during the 2023-24.

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of the Annual Report.

Your Company embeds sound Corporate Governance practices and constantly strives to adopt emerging best practices. It has always been the Company's endeavor to excel through better Corporate Governance and fair and transparent practices. A Report on Corporate Governance forms part of this Report. M/s. Akshat Garg & Associates, Company Secretaries, (Firm Registration number. 10655), the Secretarial Auditor of the Company vide their certificate dated 30^th May, 2024, have confirmed that the Company is and has been compliant with the conditions stipulated in the chapter IV of the Listing Regulations. The said certificate is also forms part of Corporate Governance Report.

The Business Responsibility Report as stipulated under Regulation 34(2)(f) of the Listing Regulations is not applicable during 2023-2024.

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for ended 31 the ^st March, 2024, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles. The Consolidated Financial Statement has been prepared based on the financial statements received from subsidiary as approved by their respective Board of Directors.

The particulars of loans/advances, guarantees and investments under Section 186 of the Companies Act,2013 are given in the notes forming part of the Financial Statements.

The Company has not accepted any public deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

1. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. KamalSethia (DIN: 00081116), Managing Director and Mr. Mangi Lall Sethia (DIN: 00081367), Chairman and Whole-time Director of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended their re-appointment for approval of shareholders in the ensuing Annual General Meeting.

The Company has received declarations from Mr. Kamal Singh Baid, Dr. Shantilal Sarnot, Mr. Ashis Chandra Guha and Ms. Shilpa Baid, the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

They have complied with the Code for Independent Directors prescribed in Schedule IV of the CompaniesAct, 2013. Mr. Kamal Singh Baid and Ms. Shilpa Baid, the Independent Directors of the Company have passed an online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs in February, 2022. Mr. Ashis Chandra Guha,Independent Director of the company has also passed an online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs in October,2023.

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 and reimbursement of expenses, if any.

The brief profile, pursuant to Secretarial Standards-2 and Regulation 36(3) of Listing Regulations, of the Directors eligible for appointment/ re-appointment forms part of the Notice of Annual General Meeting.

As on the date of this report, the following are Key

Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees, in the manner as enumerated in the Nomination and Remuneration Policy, in accordance with the provisions of the CompaniesAct, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation exercise covered various aspects of the Board's functioning such as composition of the Board & Committee(s), their functioning& effectiveness, contribution of all the Directors and the decision making process by the Board.

Your Directors express their satisfaction with the evaluation process and inform that the performance of the Board as a whole, its Committees and its member individually were adjudged satisfactory.

As per Schedule IV of the Act, Secretarial Standards-1 (‘SS- 1') read with the Guidance Note on SS-1 and ListingRegulations the meeting of the Independent Directors was held on 13^th February, 2024.

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc.

The details of the familiarization program are explained in the Corporate Governance Report. The same is also available on the website of the Company at www.elinindia.com.

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors' Responsibility Statement, the Directors of the Company confirm that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2024, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profits of the Company for the year ended on that date;

(c) the directorshadtakenproperandsufficient 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;

(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.

During the Financial year Six meetings of the Board were held on 13^th April, 2023, 30^th May, 2023, 10^th August, 2023, 8^th November, 2023, 13^th February, 2024, and 19^th March, 2024. One Resolution by Circulation has been passed byBoard of Directors on 28^th February, 2024.

The necessary quorum was present at all the meetings.

The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during 2023-24 and attendance of the Directors at such meeting is provided in the "Corporate Governance Report".

Disclosure comprising particulars with respect to the remuneration of directors and employees and other details, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure - II" to this Report.

A detailed update on the attendance and terms of reference of aforesaid Committees are provided in the "Corporate Governance Report".

The Audit Committee comprises of Mr. Kamal Singh Baid, Independent Director as Chairman, Ms. Shilpa Baid,Independent Woman Director as member, Mr. Shanti Lal Sarnot, Independent Director as member* and Mr. Kamal Sethia, Managing Director as its member. The Committee met 6 (Six) times during the year under review on 13^th April, 2023, 30^th May, 2023, 10^th August, 2023, 8^th November, 2023, 13^th February, 2024 and 19^th March, 2024.

* Appointed as member w.e.f. 13^th February, 2024

The Nomination and Remuneration Committee (NRC) comprises of Mr. Kamal Singh Baid, Independent Director as Chairman, Ms. Shilpa Baid, Independent WomanDirector as member and Dr. Shanti Lal Sarnot, Independent Director as member. Three meetings of the Nomination and Remuneration Committee (NRC) were held during the year dated on 13^th April, 2023, 10^th August, 2023 and 01^st March, 2024. The Nomination & Remuneration Policy of the Company is in place and attached as Annexure-III and also uploaded on the website of the Company at the following link: https://www.elinindia.com/pdf/investors/policies/ Nomination-Remuneration-Policy.pdf

The Stakeholders Relationship Committee comprises of Mr. Kamal Singh Baid, Independent Director as Chairman,Ms. Shilpa Baid, Independent Woman Director as member and Mr. Kamal Sethia , Managing Director as member.confirmedTwo meetings of the Stakeholder's Relationship Committee (SRC) were held during the year dated on 30^th September, 2023 and 13^th February, 2024.

The Risk Management Committee comprises of Mr. Kamal Sethia, Managing Director as Chairman, Mr. Sanjeev Sethia,Whole-Time Director as Member and Mr. Kamal Singh Baid, Independent Director as Member. Two meetings of the Risk Management Committee (RMC) were held during the year dated on 13^th February, 2024 and 29^th March, 2024.

The Corporate Social Responsibility (CSR) committee comprises of Mr. Kamal Sethia, Managing Director as Chairman, Mr. Sanjeev Sethia, Whole time Director as member and Mr. Kamal Singh Baid, Independent Director as member. Four meetings of the CSR committee were held during the year on 30^th May, 2023, 10^th August, 2023, 09^th November, 2023 and 13^th February, 2024. of remuneration of the The CSR activities and programs undertaken by your Company are in accordance with the provisions ofSection 135 of the Act and rules made thereunder. The CSR initiatives of the Company during the year under review focused on promoting education, promoting health care including preventive health care and ensuring environmental sustainability. The annual report on CSR activities is annexed and forms part of this report as

Annexure-IV. The CSR policy is available on the website of your Company at https://www.elinindia.com/pdf/ investors/csr/CSR-Policy.pdf Further, the Chief Financial Officer of your Company has certified that the CSR spends of your Company for the2023-24 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (FirmRegistration No. 301003E/ E300005), the Statutory Auditors of the Company had been appointed as the Statutory Auditors for afirstterm of 4 consecutive years from the conclusion of 41^st Annual General Meeting (AGM) held on 30^th September, 2023 till conclusion of 45^th AGM of the Company to be held in the year 2027 at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company. eligibility under Further,theAuditorshaveSection 141 of the Companies Act, 2013 read with rules made thereunder.

The Auditors' Report read along with Notes to Accounts is self-explanatory and therefore does not call for any further comments.

The Auditor's Reports on the Standalone and the Consolidated Financial Statements for the financial year ended 31^st March, 2024 does not contain any qualification, reservation or adverse remark requiring any explanations/ comments by the Board of Directors. No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

The Board has re-appointed M/s Bhavna Jaiswal & Associates, Cost Accountants (Firm Registration number 100608), as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2024-25. A proposal for ratification Auditors for the financial year 2024-25 is placed before the shareholders at the ensuing AGM of the Company. No fraud has been reported by the Cost Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 and Regulation 24A of the Listing Regulations, your Company has appointed M/s Akshat Garg & Associates, CompanySecretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2023-24.

Further, in compliance of Regulation 24A of the Listing Regulations, Company's unlisted material subsidiary also undergo Secretarial Audit and the Secretarial Audit Reports of the Company and its unlisted material subsidiary thereto in the prescribed Form No. MR-3 is attached as Annexure – V and VI forming part of this Report. The Secretarial Audit Report of your Company and its unlisted material subsidiary does not contain any qualification, reservation, adverse remark or disclaimer.

No fraud has been reported by the Secretarial Auditors under Section 143 (12) of the Companies Act, 2013 and the rules made thereunder.

M/ s. Sunder Sharma & Company, Chartered Accountants, have tendered resignation from the post of Internal Auditors of the Company w.e.f. 27^th May, 2024.

The Board at its meeting held on May 30, 2024 upon the recommendation of Audit committee have approved appointment of M/ s. Oswal Sunil & Company, CharteredAccountants (Firm Registration No: 016520N) as Internal Auditors of the Company for the Financial Year 2024-25.

(a) the Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) has been furnished;

(b) the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) has been furnished; and

(c) the Company does not have any ESOP scheme for its employees/Directors during the 2023-24 and hence no information as per provisions of Rule 12(9) has been furnished.

In accordance with Sections 92 and 134 of the Act read with MCA circular dated 28th August, 2020, and notification dated 5^th March, 2021 the requirement to annex an extract of the annual return with this Annual report in form MGT-9 is dispensed with and is no longer required.

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at website of the Company at www.elinindia.com.

The Key financial ratios for the financial year ended 31^st March, 2024 forms part of the Management Discussion and Analysis Report.

During the year under review, the Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with Related Party Transactions.

An omnibus approval from the Audit Committee is obtained for the related party transactions which are foreseen and repetitive in nature. All contracts/arrangements/ transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm's length basis. During the year under review, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Company's Policy on Related Party Transactions is available on the website of the Company at https:// www.elinindia.com/pdf/investors/policies/Related-Party-

Transaction-Policy-ELIN-Electronics.pdf. The Company in terms of Regulation 23 of the Listing Regulations submits on the date of publication of its standalone and consolidated financial of related party transactions on a consolidated basis, in the specified format to the stock exchanges.

The Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective clauses for the WhistleBlowers. The Whistle Blower Policy is made available on the website of the Company at www.elinindia.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS by the There were no significant Regulators/ Courts/ Tribunals during the 2023-24 which would impact the going concern status of the Company and its future operations.

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 read with Rules thereto. The Company has undertaken 3 workshops or awareness programs against sexual harassment of women at the workplace during the 2023-24.

The Company is in compliance of all applicable Secretarial Standards as specified by the Institute of CompanySecretaries of India.

(a) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

(b) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

(c) There was no revision of financial statements and Board's Report of the Company during the year under review;

(d) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

The information required under Section 134 (3) (m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, is as under:

Your Company has always considered energy and natural resources conservation as a focus area.

Your Company ensures strict compliance with all the statutory requirements and has taken several sustainable steps voluntarily to contribute towards better environment like use of natural lighting and natural ventilation.

(i) The steps taken/impact on conservation of energy –

(a) Conventional Fans being replaced with BLDC Fan to reduce energy consumption

(b) Daylight sensors installed on Outdoor Lights /Motion sensors installation in Washroom areas.

(ii) The steps taken by the Company for utilising Alternate Sources of Energy- The Company entered into a Power Purchase Agreement with Sunsure Solarpark Ten Private Limited to Purchase 4 MWp Power from Solar Plant.

(iii) The capital investment on energy conservation equipment: Nil

(i) the efforts made towards technology absorption - Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution - - Self-reliance in new products, product development, improved production process for better productivity, import substitution and cost reduction attempts are made for sourcing of material and components for cost effectiveness.

The input cost has been reduced and in some cases the quality has improved.

(iii) Imported Technology (Imported During The Last 3 Years) – Nil

(iv) Expenditure on Research and Development-

During the financial year, expenditure on research and development including capital expenditure was 83.70 Million as against 70.06 Million in the previous year.

During the financial year, the foreign exchange earned in terms of actual inflows was 37.32 Million as against 26.68 Million in the previous year and foreign exchange outgo in terms of actual outflows was 701.74 Million as against 779.82 Million in the previous year.

The Directors thank the Company's customers, vendors, bankers and investors for their continuous support. The

Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

Your Directors also wish to place on record their deep appreciation for the services rendered by staff and workers of the Company at all levels and for dedication to their work and loyalty.