Elpro International Ltd

Dear Shareholders,

The Directors take pleasure in presenting Sixty-First (61st) Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

H ( in Lakhs)

2. DIVIDEND

Your Directors had declared an interim dividend of Re. 0.60/- per equity share having face value of Re. 1/- each (i.e., 60%) for the Financial Year 2023-24, which was paid to the shareholders holding equity shares of the Company as on November 11, 2023 ("Record Date").

The total dividend payout amounts to H 1,016.87 Lakhs. The Directors have not recommended any Final Dividend for the Financial Year 2023-24.

3. STATE OF THE COMPANY'S AFFAIRS

The Company's consolidated gross sales and other income for the year under review was H 28,653.02 Lakhs as against H 15,318.66 Lakhs for the previous year on consolidated basis. The consolidated profit before tax was H 10,700.41 and the profit after tax was H 8,548.67 Lakhs for the year under review as against H 6,599.21 Lakhs and H 4,793.72 Lakhs respectively, for the previous year. The Directors are positive for next phase of growth and development where the Company will continue to be a leading partner of choice providing long term patient capital to some of the best businesses in India.

4. CONSOLIDATED FINANCIAL STATEMENTS (CFS)

The Company has prepared CFS in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013.

The Consolidated Financial Results reflect the results of the Company, its subsidiaries and associate Company. As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, (‘‘Listing Regulations'') the Audited CFS together with the Independent Auditors' Report thereon are annexed and form part of this Annual Report. The summarized Consolidated Financial Results are provided above at point no. 1 of this Report.

5. TRANSFER TO RESERVES

During the year under review, no transfers were made to reserves.

6. SHARE CAPITAL

During the year under review, there has been no change in the authorized and paid-up share capital of the Company.

7. PUBLIC DEPOSIT

The Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2024.

8. MATERIAL CHANGES AND COMMITMENTS

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 the report.

9. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

During the year under review, the Company has following Holding, Subsidiary and Associate companies, namely: a) IGE (India) Private Limited, Holding Company b) Ultra Sigma Private Limited, Wholly-owned Subsidiary Company c) Fortune Capital Holding Private Limited, Wholly-owned Subsidiary Company (with effect from September 15, 2023) d) Elpro Realty Private Limited (Formerly known as Faridabad Management Private Limited), Wholly-owned Subsidiary Company (with effect from February 20, 2024) e) Dabri Properties and Trading Company Private Limited, Associate Company. There were no joint venture Companies during the year under review.

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is Appended as ‘Annexure I'.

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 34 of Listing Regulations have been complied with.

A separate report on Corporate Governance along with a Certificate from the Auditors of the Company, regarding compliance of the conditions of Corporate Governance is appended as ‘Annexure II'.

A Business Responsibility and Sustainability Report in terms of Regulation 34(2)(f) of the Listing Regulations detailing the various initiatives taken by the Company on the environmental, social and governance perspective, is appended as ‘Annexure III'.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has undertaken projects in accordance with the CSR Policy. The CSR Policy may be accessed on the Company's website i.e., www.elpro.co.in. The details of the CSR projects undertaken, is appended as ‘Annexure IV'.

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has established vigil mechanism through the Audit Committee for Directors and Employees to report genuine concerns about unethical behavior actual or suspected fraud or violation of the Company's Code of Conduct. The vigil mechanism provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The details of establishment of such mechanism is also available on the Company's website at www.elpro.co.in.

During the year under review, five (5) Board Meetings were held and the details of the Board Meetings are provided in Clause No. 2(b) of the Corporate Governance Report, which forms part of this Annual Report.

The Board currently has seven (7) committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Investment Committee and Executive Committee. A detailed update on the committees, its composition, number of Committee Meetings held and attendance of directors at each meeting is provided in Clause No. 3 of the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil Khandelwal (DIN: 02549090), Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being, eligible, offers himself for re-appointment. Necessary resolution for the re-appointment of Mr. Sunil Khandelwal, as a Director has been included in the Notice convening AGM and requisite details have been provided in the explanatory statement to the Notice. Ms. Shweta Kaushik (DIN: 08206597) who was appointed as an Independent Director (Non-Executive) of the Company to hold office for the first term of five (5) consecutive years, commencing from August 25, 2018 to August 24, 2023, ceases to hold office with effect from close of business hours on August 24, 2023. The Board places on record its appreciation for the invaluable contribution and guidance rendered by Ms. Shweta Kaushik during her tenure as an Independent Director of the Company.

Mr. Narayan T. Atal (DIN: 00237626) who was appointed as an Independent Director (Non-Executive) of the Company to hold office for the second term of five (5) consecutive years, commencing from April 1, 2019 to March 31, 2024, ceases to hold office with effect from close of business hours on March 31, 2024. The Board places on record its appreciation for the invaluable contribution and guidance rendered by Mr. Narayan T. Atal during his tenure as an Independent Director of the Company. The Board of Directors, on the recommendation of Nomination and Remuneration Committee (NRC), have considered and approved the appointment of Mrs. Shruti Bahety (DIN: 05238795) as Additional Director (Non-Executive and Independent) of the Company for the term of first five (5) consecutive years commencing from August 9, 2023 to August 8, 2028. The Members of the Company have approved the appointment of Mrs. Bahety at their AGM held on September 29, 2023 for the said term, as recommended by NRC and approved by the Board of Directors of the Company vide their Meetings held on August 9, 2023. The Board of Directors, on the recommendation of Nomination and Remuneration Committee (NRC), have considered and approved the appointment of Mr. K. R. Anil Kumar (DIN: 00505651) as Additional Director (Non-Executive and Independent) of the Company for the first term of five (5) consecutive years commencing from February 10, 2024 to February 9, 2029, subject to the approval of the Members of the Company. Mr. Naresh Agarwal (DIN: 01772950) who was appointed as an Independent Director (Non-Executive) of the Company to hold office for the second term of five (5) consecutive years, commencing from May 14, 2019 to May 13, 2024. In view of completion of first term of five (5) consecutive years on May 13, 2024, Mr. Agarwal (DIN: 01772950) was eligible for re-appointment as an Independent (Non-Executive) Director and had offered himself for re-appointment and in this regard, the NRC and Board of Directors of the Company have considered, recommended and approved the re-appointment of Mr. Naresh Agarwal (DIN: (DIN: 01772950) as Non-Executive and Independent Director of the Company for the second term of five (5) consecutive years, commencing from May 14, 2024 to May 13, 2029, subject to the approval of the Members of the Company.

The Members of the Company, through Postal Ballot Notice dated March 15, 2024 have considered and approved the appointment of Mr. K. R. Anil Kumar (DIN: 00505651) as Non-Executive and Independent Director of the Company, not liable to retire by rotation, for the first term of five (5) consecutive years commencing from February 10, 2024 to February 9, 2029 including the period from July 24, 2028, when he shall attain age of Seventy-Five (75) years, in compliance of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Members of the Company, through Postal Ballot Notice dated March 15, 2024 have considered and approved the re-appointment of Mr. Naresh Agarwal (DIN: 01772950) as Non-Executive and Independent Director of the Company, not liable to retire by rotation, for the second term of five (5) consecutive years commencing from May 14, 2024 to May 13, 2029. The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

During the year under review and in terms of provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

- Mr. Deepak Kumar, Chairman and Managing Director;

- Mr. Deepak Kumar Ajmera, Chief Financial Officer; Mr. Rushabh Ajmera, Company Secretary & Compliance Officer (till closure of business hours on August 12, 2024).

The Board places on record its appreciation for Mr. Rushabh Ajmera for his valuable contribution during his tenure as Company Secretary and Compliance Officer of the Company.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and ability, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along with proper explanation relating to material departures; (b) they have 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 at the end of the financial year and of the profit of the Company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the annual accounts on a ‘going concern' basis; (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The details of evaluation of Directors, Committees and Board as a whole are given in Clause No. 3(b) of the Corporate Governance Report, which forms part of this Annual Report.

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return of the Company for the year ended on March 31, 2024 is uploaded on the website of the Company at www.elpro.co.in

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in Note Nos. 8, 9, 14 & 18 of the Notes to the Standalone Financial Statements, which forms part of this Annual Report.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is appended as "Annexure V".

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under the Members of the Company at the Fifty-Sixth (56th) Annual General Meeting (AGM) of the Company held on September 27, 2019 had appointed M/s. VSS & Associates, Chartered Accountants (Firm Registration No.: 105787W) as Statutory Auditors of the Company for a period of five (5) years to hold office from the conclusion of 56th AGM held in the financial year 2019-20 till the conclusion of the Sixty-First (61st) AGM to be held in the financial year 2024-25.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors' in their Audit Report for the financial year 2023-24.

In view of completion of term of existing Statutory Auditors of the Company viz., M/s. VSS & Associates, Chartered Accountants (Firm Registration No.: 105787W), the Audit Committee and Board of Directors of the Company vide their respective Meetings held on August 9, 2024, have recommended, considered and approved the appointment of M/s. Lodha & Co. LLP, Chartered Accountants (Firm Registration No. 301051E/E300284) as Statutory Auditors of the Company for a period of five (5) years to hold office from the conclusion of Sixty-First (61st) AGM to be held in the financial year 2024-25 till the conclusion of Sixty-Sixth (66th) AGM to be held in the financial year 2029-30, subject to the approval of the Members of the Company at the ensuing AGM of the Company.

The Company has appointed Internal Auditors. The scope and authority of the Internal Auditors is as per the terms of reference approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Company.

The Internal Auditors monitor and evaluate the efficiency and adequacy of Internal Control System in the Company, its compliance with operating systems accounting procedures and policies of the Company.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. issued by the regulatory bodies.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Jayshree A. Lalpuria & Co., Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company to carry out Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is appended as "Annexure VI". There are no qualifications, reservations or adverse remarks made in the Secretarial Auditors' Report for the financial year 2023-24.

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible, identify steps to mitigate risks and to identify risk owners for all types of risks.

The Company's Risk Management Policy is based on the philosophy of achieving substantial growth, while mitigating and managing risks involved. The Company's internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company. The details relating to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Risk Management Committee are given in detail in the Corporate Governance Report, which forms part of this Annual Report.

As per explanation to Section 134 of the Companies Act, 2013, the Internal Financial Control (IFC) are reviewed by your management and key areas are subject to various statutory, internal and operational audits. The review of the IFC, inter alia, consists of the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of operations.

The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013.

The Company has constituted an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. No complaints were received during the year under review.

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company's operations.

During the year under review, there was no instance of one-time settlement with banks or financial institutions.

During the year under review, no application has been made under the Insolvency and Bankruptcy Code and hence the requirement to disclose the said details are not applicable.

During the year under review, the Auditors have not reportedanyinstancesoffraudscommittedintheCompany by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

The information in terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as

"Annexure VII".

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained Compliance Certificate from Chairman and Managing Director & Chief Financial Officer of the Company.

The Company is in compliance with the applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

During the financial year, the company has entered into related party transactions which were on arm's length basis and in ordinary course of business. There were no material transactions with any related party as referred in sub- section (1) of Section 188 of the Companies Act, 2013, read with the Companies (Meetings & Board and its Powers) Rules, 2014. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.elpro.co.in.

Your Directors would like to express their sincere appreciation to the Shareholders, Customers, Vendors, Bankers, Financial Institutions, Government Authorities and various such other Stakeholders for their continued co-operation and support. The Board also wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the operations of the Company.